<PAGE>
================================================================================


                   FIRST AMENDED AND RESTATED CREDIT AGREEMENT

                                      among

                      PEGASUS MEDIA & COMMUNICATIONS, INC.


                            THE SEVERAL LENDERS FROM
                           TIME TO TIME PARTIES HERETO

                                       and

           CIBC WORLD MARKETS CORP. and DEUTSCHE BANK SECURITIES, INC.

                                 as Co-Arrangers

                       CANADIAN IMPERIAL BANK OF COMMERCE

                      as Syndication Agent for such Lenders

                              BANKERS TRUST COMPANY

                    as Administrative Agent for such Lenders

                                       and

                               FLEET NATIONAL BANK

                     as Documentation Agent for such Lenders

                          Dated as of January 14, 2000


================================================================================


<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

SECTION                                                                                                        PAGE NO.
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<S>                                                                                                              <C>
         RECITALS.................................................................................................1

I. GENERAL TERMS..................................................................................................3
         1.01.  Revolver Facilities...............................................................................3
         1.02.  Letters of Credit.................................................................................4
         1.03.  Initial Term Loans................................................................................9
         1.04.  Incremental Term Loans...........................................................................10
         1.05.  Interest on the Notes............................................................................11
         1.06.  Loan Requests; Type of Loan......................................................................14
         1.07.  Loan Disbursements...............................................................................15
         1.08.  Voluntary Prepayments and Voluntary Termination or Reduction of the Commitments..................15
         1.09   Mandatory Commitment Reductions and Prepayments..................................................17
         1.10.  Commitment Fee...................................................................................21
         1.11.  Requirements of Law..............................................................................21
         1.12.  Limitations on LIBOR Loans; Illegality...........................................................23
         1.13.  Taxes............................................................................................24
         1.14.  Indemnification..................................................................................25
         1.15.  Payments Under the Notes.........................................................................26
         1.16.  Set-Off, Etc.....................................................................................26
         1.17.  Pro Rata Treatment; Sharing; Payments after Default..............................................27
         1.18.  Non-Receipt of Funds by the Agent................................................................28
         1.19.  Replacement of Notes.............................................................................29
         1.20.  Replacement of Notes.............................................................................29

II.  SECURITY; SUBORDINATION;  USE OF PROCEEDS...................................................................30
         2.01.  Security for the Obligations; Subordination; Etc.................................................30
         2.02.  Use of Proceeds..................................................................................32

III. CONDITIONS OF MAKING THE LOANS..............................................................................32
         3.01.  Conditions to This Agreement, the First Loans and Additional Letters of Credit...................32
         3.02.  Acquisition Loans................................................................................34
         3.03.  All Loans........................................................................................36
         3.04.  Lender Approvals.................................................................................36

IV. REPRESENTATIONS AND WARRANTIES...............................................................................36
         4.01.  Financial Statements.............................................................................37
         4.02.  Organization, Qualification, Etc.................................................................37
         4.03.  Authorization; Compliance; Etc...................................................................37
         4.04.  Governmental and Other Consents, Etc.............................................................38
         4.05.  Litigation.......................................................................................39
         4.06.  Compliance with Laws and Agreements..............................................................39
         4.07.  Franchises.......................................................................................39
         4.08.  Licenses.........................................................................................40
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SECTION                                                                                                        PAGE NO.
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         4.09.  The Systems......................................................................................40
         4.10.  Rate Regulation..................................................................................42
         4.11.  The Stations.....................................................................................43
         4.12.  DBS Rights.......................................................................................44
         4.13.  Title to Properties; Condition of Properties.....................................................44
         4.14.  Interests in Other Businesses....................................................................45
         4.15.  Solvency.........................................................................................45
         4.16.  Full Disclosure..................................................................................45
         4.17.  Margin Stock.....................................................................................46
         4.18.  Tax Returns......................................................................................46
         4.19.  Pension Plans, Etc...............................................................................46
         4.20.  Material Agreements..............................................................................46
         4.21.  Projections......................................................................................46
         4.22.  Brokers, Etc.....................................................................................47
         4.23.  Capitalization...................................................................................47
         4.24.  Environmental Compliance.........................................................................47
         4.25.  Investment Company Act...........................................................................48
         4.26.  Labor Matters....................................................................................48
         4.27.  Delaware Code Provisions.........................................................................48
         4.28.  Year 2000 Compliance.............................................................................49

V.  FINANCIAL COVENANTS..........................................................................................49
         5.01.  Leverage.........................................................................................49
         5.02.  Interest Coverage................................................................................51
         5.03.  Fixed Charge Coverage............................................................................51
         5.04.  Restricted Payments..............................................................................51

VI. AFFIRMATIVE COVENANTS........................................................................................53
         6.01.  Preservation of Assets; Compliance with Laws, Etc................................................53
         6.02.  Insurance........................................................................................54
         6.03.  Taxes, Etc.......................................................................................56
         6.04.  Notice of Proceedings, Defaults, Adverse Change, Etc.............................................56
         6.05.  Financial Statements and Reports.................................................................57
         6.06.  Inspection.......................................................................................60
         6.07.  Accounting System................................................................................60
         6.08.  Additional Assurances............................................................................61
         6.09.  Renewal of DBS Agreements, FCC Licenses, and CATV Franchises.....................................61
         6.10.  Compliance with Environmental Laws...............................................................62
         6.11.  Interest Rate Protection.........................................................................63

VII. NEGATIVE COVENANTS..........................................................................................63
         7.01.  Indebtedness and Guarantees......................................................................63
         7.02.  Liens............................................................................................64
         7.03.  Disposition of Assets; Mergers, Etc..............................................................65
         7.04.  Fundamental Changes..............................................................................66
         7.05.  Investments and Acquisitions.....................................................................66
         7.06.  Local Marketing Agreements, Etc..................................................................70
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                                      -ii-
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<CAPTION>

SECTION                                                                                                        PAGE NO.
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<S>                                                                                                              <C>
         7.07.  Management.......................................................................................70
         7.08.  Sale and Leaseback...............................................................................70
         7.09.  Repurchase or Issuance of Equity Securities......................................................70
         7.10.  Change in Business, Limits on Activities of Special Purpose Subsidiary...........................70
         7.11.  Accounts Receivable..............................................................................71
         7.12.  Transactions with Affiliates.....................................................................71
         7.13.  Amendment of Certain Agreements, Negative Pledges, Etc...........................................71
         7.14.  ERISA............................................................................................72
         7.15.  Margin Stock.....................................................................................72

VIII. DEFAULTS...................................................................................................73

IX. REMEDIES ON DEFAULT, ETC.....................................................................................76

X. THE AGENT.....................................................................................................77
         10.01.  Appointment, Powers and Immunities..............................................................77
         10.02.  Reliance by Agent...............................................................................78
         10.03.  Events of Default...............................................................................78
         10.04.  Rights as a Lender..............................................................................78
         10.05.  Indemnification.................................................................................79
         10.06.  Non-Reliance on Agent and Other Lenders.........................................................79
         10.07.  Failure to Act..................................................................................79
         10.08.  Resignation  of Agent...........................................................................80
         10.09.  Cooperation of Lenders..........................................................................80
         10.10.  Documentation Agent and Syndication Agent.......................................................80

XI. ENTIRE AGREEMENT; AMENDMENTS AND WAIVERS; SEPARATE ACTIONS BY THE LENDERS....................................80

XII. BENEFIT OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS........................................................83

XIII. MISCELLANEOUS..............................................................................................86
         13.01.  Survival........................................................................................86
         13.02.  Fees and Expenses; Indemnity; Etc...............................................................86
         13.03.  Notice..........................................................................................87
         13.04.  Governing Law...................................................................................89
         13.05.  CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL...................................................89
         13.06.  Severability....................................................................................90
         13.07.  Section Headings, Etc...........................................................................90
         13.08.  Several Nature of Lenders' Obligations..........................................................90
         13.09.  Counterparts....................................................................................90
         l3.10.  Knowledge and Discovery.........................................................................90
         13.11.  Amendment of Other Agreements...................................................................90
         13.12.  FCC and Municipal Approvals.....................................................................91
         13.13.  Disclaimer of Reliance..........................................................................91
         13.14.  Environmental Indemnification...................................................................91

XIV.  DEFINITIONS................................................................................................92
</TABLE>


                                     -iii-



<PAGE>

                               INDEX OF SCHEDULES
                               ------------------

Schedule 1.01(a)          Allocation of Loans and Commitments
Schedule 1.01(c)          Reducing Revolving Credit Note
Schedule 1.02(a)(ii)      Existing Letters of Credit
Schedule 1.02(a)(iv)      Letter of Credit Request
Schedule 1.03             Initial Term Note
Schedule 1.04(a)          Joinder by New Lender
Schedule 1.04(c)          Incremental Term Note
Schedule 1.06(a)          Loan Request
Schedule 1.06(d)          Interest Rate Option Notice
Schedule 1.08(a)          Commitment Reduction Notice
Schedule 1.08(b)          Prepayment Notice
Schedule 1.09             Prepayment Option Notice
Schedule 2.01(a)          Exceptions to Security
Schedule 2.01(b)          Form of Seller Subordination Agreement
Schedule 2.02             Sources and Uses of Capital
Schedule 3.01             Omnibus Officer's Certificate(s) and
                           Compliance Certificate/Closing
Schedule 3.02(d)          Officer's Compliance Certificate/Acquisition Loans
Schedule 3.02(e)(i)       Form of General Counsel Opinion/Acquisition Loans
Schedule 3.02(e)(ii)      Forms of FCC Counsel Opinion/Acquisition Loans
Schedule 3.02(e)(iii)     Form of Local Counsel Opinion/Acquisition Loans
Schedule 4.01(a)          Opening Balance Sheet
Schedule 4.01(b)          Parent Indebtedness
Schedule 4.02             Organization, Qualification, Etc.
Schedule 4.04             Governmental and Other Consents
Schedule 4.05             Litigation
Schedule 4.07             CATV Franchises
Schedule 4.08             FCC Licenses
Schedule 4.10             Rate Regulation
Schedule 4.12             DBS Agreements and Service Areas
Schedule 4.13             Head-End and Tower Site Leases, Etc.
Schedule 4.14             Interests in Other Businesses
Schedule 4.19             Pension Plans
Schedule 4.20             Material Agreements
Schedule 4.21             Projections
Schedule 4.23             Capitalization
Schedule 4.24             Environmental Compliance
Schedule 6.05             Compliance Report
Schedule 7.01             Certain Permitted Indebtedness
Schedule 7.02             Certain Permitted Liens
Schedule 7.05(a)          Acquisition Compliance Certificate
Schedule 7.05(b)          Form of General Counsel Opinion/Permitted Acquisitions
Schedule 7.05(c)          Form of FCC Counsel Opinion/Permitted Acquisitions
Schedule 7.05(d)          Form of Local Counsel Opinion/Permitted Acquisitions
Schedule 12               Form of Assignment and Acceptance


<PAGE>


                   FIRST AMENDED AND RESTATED CREDIT AGREEMENT
                   -------------------------------------------

         THIS FIRST AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement")
dated as of January 14, 2000, by and among the financial institutions which are
now, or in accordance with Section 1.04 or Article XII hereafter become, parties
hereto (collectively, the "Lenders" and each individually, a "Lender"); CIBC
WORLD MARKETS CORP. and DEUTSCHE BANK SECURITIES, INC. (together, the
"Co-Arrangers"); BANKERS TRUST COMPANY, as administrative agent for the Lenders
(in such capacity, together with its successors and assigns in such capacity,
the "Agent"); CANADIAN IMPERIAL BANK OF COMMERCE, as syndication agent for such
Lenders (in such capacity, together with its successors and assigns in such
capacity, the "Syndication Agent"); FLEET NATIONAL BANK, as documentation agent
for such Lenders (in such capacity, together with its successors and assigns in
such capacity, the "Documentation Agent"); and PEGASUS MEDIA & COMMUNICATIONS,
INC., a Delaware corporation (the "Borrower") and a wholly owned subsidiary of
Pegasus Communications Corporation, a Delaware corporation (the "Parent").
Certain capitalized terms used herein without definition are defined in Article
XIV of this Agreement.

                                    RECITALS
                                    --------

         A. The Borrower's various direct and indirect Subsidiaries (1) own the
rights to deliver direct broadcast satellite ("DBS") service in various
territories in the United States, (2) own and operate cable television systems
located in Puerto Rico and (3) own and operate broadcast television stations
located in Florida, Maine, Mississippi, Pennsylvania and Tennessee. Certain
special purpose subsidiaries of the Borrower, referred to herein as the License
Subsidiaries, own the licenses for each broadcast television station.

         B. Certain of the foregoing DBS rights are being acquired on the date
hereof, and as a condition to the execution of this Agreement, pursuant to the
transfer by merger of Digital Television Services, Inc., a Delaware corporation
and an Affiliate of the Borrower ("DTS"), into Pegasus Satellite Television,
Inc., a Delaware corporation and a Subsidiary of the Borrower ("PST").

         C. DTS is a party to a Second Amended and Restated Credit Agreement
dated as of July 30, 1997 with Canadian Imperial Bank of Commerce, as
Administrative Agent (in such capacity, the "DTS Agent"), Fleet National Bank,
as Documentation Agent, CIBC Wood Gundy Securities Corp., as Arranger, and the
"Lenders" referred to therein (the "DTS Lenders") as amended (the "DTS Credit
Agreement").

         D. The Borrower, certain of the Lenders (the "Original Lenders") and
the Agent are parties to a Credit Agreement dated as of December 10, 1997, as
amended by a First Amendment to Credit Agreement dated as of March 10, 1998, a
Second Amendment to Credit Agreement dated as of August 3, 1998 and a Third

<PAGE>

Amendment to Credit Agreement dated as of December 31, 1998 (as so amended, the
"Original Agreement") under which the Borrower received certain revolving credit
loans and term loans (the "Original Loans") pursuant to lending commitments
totaling $180,000,000 in the aggregate.

         E. The Borrower desires to obtain additional funds (1) to support the
issuance of letters of credit (including without limitation, Restored Letters of
Credit), (2) to retire all existing Indebtedness of DTS, DTS Management and DTS
Indiana under the DTS Credit Agreement and the Security Documents referred to
therein, (3) to repurchase the Original Subordinated Notes, (4) to make
permitted Restricted Payments to the Parent, (5) for working capital, Capital
Expenditures and general corporate purposes and (6) subject to availability, to
finance Permitted Acquisitions.

         F. The Lenders are willing to provide such funds, all subject to the
terms and conditions of this Agreement.

         G. The Borrower desires to amend and restate the Original Agreement to
increase its maximum borrowing capacity to $500,000,000 (with the option to seek
up to $200,000,000 in additional funds), to permit and reflect the DTS Merger,
to restructure its existing credit facilities, to add additional institutions to
its lending group (the "New Lenders"), to add additional agents therefor (with
Bankers Trust Company remaining as agent for all administrative and collateral
matters, as provided in the Original Agreement) and to make certain other
amendments, modifications and revisions.

         H. The parties hereto, for their convenience, have elected to amend and
restate the Original Agreement pursuant to this Agreement rather than amend the
Original Agreement or enter into a new credit agreement and intend that all
indebtedness, obligations and liens created under the Original Agreement and the
other Loan Documents be continued hereunder and thereunder and remain in full
force and effect and not be discharged, paid, satisfied or cancelled except to
the extent otherwise provided herein and therein.

         I. On the Closing Date, (1) all amounts owing under or in connection
with the Original Agreement and the Short-Term L/C Agreements will be paid in
full, (2) the Short-Term L/C Agreements will be of no further force and effect
with respect to the Restored Letters of Credit , (3) the Original Agreement will
be amended and restated in its entirety as set forth in this Agreement and (4)
the Borrower may then and thereafter obtain extensions of credit from the
Lenders under this Agreement in accordance with the conditions set forth below.

         NOW THEREFORE, the parties hereto, intending to be legally bound, and
in consideration of the foregoing and the mutual covenants contained herein,
hereby agree that the Original Agreement be, and it hereby is, amended and
restated to read in its entirety (but retaining references to the foregoing
Recitals) as follows:


                                      -2-
<PAGE>

         I. GENERAL TERMS.

         Section 1.01. Revolver Facilities.

         (a) On the Closing Date, subject to the terms and conditions contained
in this Agreement, the Lenders agree to establish in favor of the Borrower
reducing revolving credit facilities (the "Revolvers") in the aggregate
principal amount of $225,000,000, allocated among the Lenders as set forth in
Schedule 1.01(a) (collectively, in either case, as reduced pursuant to Section
1.01(e) and subject to Sections 1.01(b) and to assignments under Article XII,
the "Commitments" and, with respect to each Lender's allocation of the
Revolvers, its "Commitment"), which shall expire on October 31, 2004 (such date,
or such earlier date as the Commitments shall expire or be terminated hereunder,
being referred to herein as the "Expiration Date").

         (b) The Lenders shall have no obligation to make any loans under the
Commitments (the "Revolving Loans") if, after giving effect to such Revolving
Loans, the sum of (A) the aggregate amount of all outstanding Revolving Loans
plus (B) the Commitment Reserve plus (C) the Letter of Credit Exposure plus (D)
that portion of the Permitted Seller Debt Outstandings not secured by Letters of
Credit (such sum being referred to herein as the "Aggregate Exposure") would
exceed the aggregate Commitments then in effect. For purposes of this Agreement,
the term "Available Commitments" shall mean, at any time, the aggregate amount
of the Commitments then in effect minus the Commitment Reserve, if any, minus
the Letter of Credit Exposure minus that portion of the Permitted Seller Debt
Outstandings not secured by Letters of Credit.

         (c) The borrowings under this Section 1.01 shall be evidenced by the
Borrower's Reducing Revolving Credit Notes, each in the form attached hereto as
Schedule 1.01(c) (together with any additional Reducing Revolving Credit Notes
issued to any assignee(s) of the Commitments under Article XII or otherwise
issued in substitution therefor or replacement thereof, the "Revolving Notes").

         (d) The aggregate principal amount of Revolving Loans made by the
Lenders as requested in any Loan Request shall be (i) at least $1,000,000 and,
if more, a multiple of $100,000 in the case of LIBOR Loans, and $500,000, and,
if more, a multiple of $100,000, in the case of Base Rate Loans or (ii) such
lesser amount as equals the then unadvanced portion of the aggregate Available
Commitments. From the Closing Date to and including the Expiration Date and
within the limits of the aggregate Available Commitments, the Borrower may
borrow, repay and reborrow under this Section 1.01.

         (e) The Commitments (i) shall be automatically permanently reduced on
March 31, 2001 and each Quarterly Date thereafter, with a final reduction on the
Expiration Date, on each of which dates the Borrower shall, subject to Section
1.15, repay such amount of the aggregate Revolving Loans as shall cause the
aggregate outstanding principal balance thereunder to be less than or equal to
the Available Commitments, after giving effect to such reductions, and (ii)
shall expire on the Expiration Date, when all outstanding principal and accrued
interest on the Revolving Notes shall be due and payable in full. Such
reductions of the Commitments shall be in the respective percentages of the
Commitments set forth below, without giving effect to any other mandatory or
optional Commitment reductions:


                                      -3-
<PAGE>
-------------------------------------------------------
   Quarterly Dates             Aggregate Percentage of
                                      Automatic
                                 Permanent Reduction
-------------------------------------------------------
March 31, 2001                          2.50%
-------------------------------------------------------
June 30, 2001                           2.50%
-------------------------------------------------------
September 30, 2001                      2.50%
-------------------------------------------------------
December 31, 2001                       2.50%
-------------------------------------------------------
March 31, 2002                          3.75%
-------------------------------------------------------
June 30, 2002                           3.75%
-------------------------------------------------------
September 30, 2002                      3.75%
-------------------------------------------------------
December 31, 2002                       3.75%
-------------------------------------------------------
March 31, 2003                          6.25%
-------------------------------------------------------
June 30, 2003                           6.25%
-------------------------------------------------------
September 30, 2003                      6.25%
-------------------------------------------------------
December 31, 2003                       6.25%
-------------------------------------------------------
March 31, 2004                         12.50%
-------------------------------------------------------
June 30, 2004                          12.50%
-------------------------------------------------------
September 30, 2004                     12.50%
-------------------------------------------------------
October 31, 2004                       12.50%
-------------------------------------------------------

         Section 1.02. Letters of Credit. From time to time from the date of
this Agreement to but not including the date which is ten (10) Business Days
prior to the Expiration Date, and on the terms and subject to the conditions
contained in this Agreement, the Agent shall cause the Issuing Bank to issue
stand-by letters of credit in Dollar denominations for the account of the
Borrower (each a "Letter of Credit" and collectively, the "Letters of Credit")
as follows:

         (a) Issuance of Letters of Credit. The obligation of the Issuing Bank
to issue any Letter of Credit requested by the Borrower is subject to the
following conditions:

             (i) The Issuing Bank shall not issue any Letter of Credit if, after
         giving effect to the issuance thereof, (A) the Aggregate Exposure would
         exceed the aggregate Commitments then in effect, (B) the aggregate NRTC
         Letter of Credit Exposure would exceed $45,000,000, (C) the aggregate
         General Purpose Letter of Credit Exposure would exceed $10,000,000 or
         (D) the aggregate Seller Letter of Credit Exposure would exceed
         $45,000,000.

             (ii) Each Letter of Credit shall be issued (i) in favor of the
         NRTC, as beneficiary, to secure obligations of the Companies under the
         NRTC Member Agreements, (ii) in favor of one or more Sellers, to secure
         obligations of the Companies under Permitted Seller Debt or (iii) for
         such other valid business purpose of the Companies or any of them as


                                      -4-
<PAGE>

         the Borrower shall determine. As of the date hereof and in accordance
         with the Original Agreement and this Agreement, the Issuing Bank has
         issued certain Letters of Credit, which Letters of Credit are described
         in Part A of Schedule 1.02(a)(ii). It is hereby agreed that the Letters
         of Credit shall include the Restored BT Letters of Credit.

             (iii) Letters of Credit shall be issued hereunder on a sight basis
         only.

             (iv) Each Letter of Credit and any related documentation shall be
         in a form and scope and upon terms acceptable to the Issuing Bank, in
         its sole discretion but, in any event, in accordance with its customary
         practices (collectively with the Letters(s) of Credit issued pursuant
         hereto, the "Letter of Credit Documents"). Whenever the Borrower
         desires that a Letter of Credit be issued, the Borrower shall give the
         Agent and the Issuing Bank a written notice requesting such issuance at
         least three (3) Business Days (or such shorter period as may be
         acceptable to the Issuing Bank) prior to the proposed issuance date.
         Each such notice shall be in the form of Schedule 1.02(a)(iv) (each, a
         "Letter of Credit Request").

             (v) Each Letter of Credit shall have an expiry date occurring not
         later than the earlier of (A) the date which is one year from the date
         of issuance (or, solely with respect to Seller Letters of Credit issued
         after March 10, 1998, four (4) years from the date of issuance) and (B)
         the date which is ten (10) Business Days prior to the Expiration Date.
         The expiry date for any Letter of Credit may be automatically extended
         for successive periods; each of up to one year, but no such extension
         shall extend beyond the date which is ten (10) Business Days prior to
         the Expiration Date.

             (vi) The Issuing Bank will not issue any Letter of Credit after it
         has received notice that any Default exists, until such time as the
         Issuing Bank receives a notice of (i) the rescission of such notice of
         Default, provided by the party or parties originally delivering the
         same, or (ii) the waiver of such Default, provided by the Lenders as
         required under Article XII. Notwithstanding the foregoing, in the event
         a Lender Default exists, the Issuing Bank shall not be required to
         issue any Letter of Credit unless the Issuing Bank has entered into
         arrangements satisfactory to it and to the Borrower to eliminate the
         Issuing Bank's risk with respect to the participation of the Defaulting
         Lender or Lenders in Letters of Credit.

         (b) DTS Letters of Credit.

             (i) The DTS Agent is the issuing bank with respect to certain
         letters of credit issued under the DTS Credit Agreement for the account
         of DTS and, upon consummation of the DTS Merger, PST, as successor to
         DTS, which letters of credit are described in Part B of Schedule
         1.02(a)(ii) (collectively, the "DTS Letters of Credit"). It is hereby
         agreed that the DTS Letters of Credit shall include the Restored DTS
         Letters of Credit. Within sixty (60) days after the date hereof, the
         Borrower shall cause each of the DTS Letters of Credit to be replaced
         with Letters of Credit issued by the Issuing Bank for the Borrower's
         account under this Section 1.02.


                                      -5-
<PAGE>

             (ii) Pending such replacement of the DTS Letters of Credit, (A) the
         DTS Letters of Credit shall be deemed Seller Letters of Credit and NRTC
         Letters of Credit, as indicated on such Schedule 1.02(a)(ii), and
         Letters of Credit, for all purposes hereof, except as specifically
         provided in this Section 1.02, (B) the Issuing Bank and the Lenders
         (pursuant to Section 1.02(e) below), hereby assume responsibility for
         the funding of any draws thereunder or other obligations arising in
         connection therewith and (C) the Borrower hereby assumes all
         Reimbursement Obligations in connection therewith. The agreements of
         the Issuing Bank and the Lenders in respect of the DTS Letters of
         Credit shall supersede and replace the obligations of the DTS Lenders
         with respect to such DTS Letters of Credit under Section 3.4 of the DTS
         Credit Agreement, which will terminate upon repayment of all
         obligations of DTS thereunder as provided in Section 2.02.

             (iii) In furtherance of the foregoing, the Lenders hereby agree to
         reimburse the DTS Agent, on behalf of the DTS Lenders, upon demand for,
         and to indemnify and reimburse the DTS Agent, on behalf of the DTS
         Lenders, and hold such parties harmless from and against, payments of
         amounts drawn under the DTS Letters of Credit, commissions, interest
         and other charges, fees and expenses of counsel, and any and all
         claims, liabilities, losses, costs and expenses incurred or sustained
         by such parties in connection with or relating to the DTS Letters of
         Credit which DTS has agreed to pay to such respective parties under the
         terms of the DTS Credit Agreement or for which DTS has indemnified such
         respective parties under the DTS Credit Agreement or any letter of
         credit documents or letter or credit applications or other documents
         entered into in connection with the DTS Letters of Credit; provided,
         however, that such party or parties shall have made written demand
         therefor to the Issuing Bank no later than thirty (30) days after
         expiration of such DTS Letter of Credit. The Lenders agree that their
         respective obligations under this Section 1.02(b)(iii) shall be shared
         pro rata based upon their respective Commitments.

             (iv) The DTS Agent and the Borrower agree that no amendments or
         other modifications of the DTS Letters of Credit shall be made without
         the prior written consent of the Required Lenders.

         (c) Letter of Credit Fees. The Borrower shall pay (i) to the Issuing
Bank, for its own account, a non-refundable issuance fee computed at the rate of
 .125% per annum of the amount of each Letter of Credit (the "Issuance Fee"),
provided that (A) in no event shall the annual Issuance Fee with respect to any
Letter of Credit be less than $500.00 and (B) in any instance where such minimum
Issuance Fee applies, such minimum shall be paid in full on the date of issuance
of the respective Letter of Credit and on each anniversary date thereof, if any,
and (ii) to the Agent, for the ratable account of each Lender, a non-refundable
fee (the "Letter of Credit Fee") which shall be computed at a per annum rate
equal to the Applicable Margin for LIBOR Loans under the Revolvers in effect
from time to time under the Commitments. The Issuance Fee and Letter of Credit
Fee shall accrue on the daily stated amount of each Letter of Credit from and
including the issuance date of such Letter of Credit to and including the expiry
date thereof and (except as otherwise provided in clause (B) above) shall be
payable quarterly in arrears on each Quarterly Date and on the Expiration Date,


                                      -6-
<PAGE>

without setoff, deduction or counterclaim. The Issuance Fee and Letter of Credit
Fee shall be calculated on the basis of the actual number of days elapsed in a
360-day year. Upon receipt from the Borrower of payment of the Letter of Credit
Fee, the Agent will promptly remit to each Lender such Lender's share of the
Letter of Credit Fee. In addition to the Issuance Fee and the Letter of Credit
Fee, the Borrower will pay the Issuing Bank or the DTS Agent, as applicable,
upon each issuance of, payment under and/or amendment to each Letter of Credit,
such amount as shall at such time be the administrative charge which the Issuing
Bank or the DTS Agent, as applicable, is customarily assessing for such
operations.

         (d) Obligation of Borrower to Repay Letter of Credit Disbursements,
Etc. The Borrower assumes all risks in connection with the Letters of Credit and
the Borrower's obligation to repay any payments made by the Issuing Bank or the
DTS Agent on a demand presented under any Letter of Credit (each a "Letter of
Credit Disbursement") shall be absolute, unconditional and irrevocable under any
and all circumstances and irrespective of:

             (i) any lack of validity or enforceability of any Letter of Credit;

             (ii) the existence of any claim, setoff, defense or other right
         which the Borrower or any other person may at any time have against the
         beneficiary under any Letter of Credit, the Agent, the Issuing Bank,
         the DTS Agent, any Lender or any other Person, whether in connection
         with this Agreement or otherwise;

             (iii) any demand or other document presented under a Letter of
         Credit proving to be forged, fraudulent, invalid or insufficient in any
         respect or any statement therein being untrue or inaccurate in any
         respect, unless payment by the Issuing Bank or the DTS Agent, as
         applicable, under such Letter of Credit (A) shall have been made
         against presentation of demands or documents that, on their face, do
         not substantially conform to the requirements of such Letter of Credit,
         or (B) shall have been the result of the gross negligence or willful
         misconduct of the Issuing Bank, or the DTS Agent, as applicable, as
         finally determined by a court of competent jurisdiction; and

             (iv) any other circumstance or event whatsoever, whether or not
         similar to any of the foregoing, provided that such circumstance or
         event shall not have been the result of the gross negligence or willful
         misconduct of the Issuing Bank or the DTS Agent, as applicable.

         (e) Participation by Lenders. Promptly after the issuance of or
amendment of any Letter of Credit, the Issuing Bank shall give the Agent and the
Borrower written notice of such issuance and/or amendment, accompanied by a copy
of such Letter of Credit and/or amendment. Upon receipt of such notice, the
Agent shall promptly notify each Lender accordingly and, if requested by any
Lender, shall provide to such Lender copies of any such newly issued Letter of
Credit or amendment. By the issuance of a Letter of Credit and without any
further action, the Issuing Bank or, with respect to all existing DTS Letters of
Credit, the DTS Agent, as applicable, hereby grants to each Lender, and each
Lender hereby agrees to acquire from the Issuing Bank or the DTS Agent, as
applicable, a participation in such Letter of Credit equal to such Lender's pro
rata share of the face amount thereof, determined as provided in Section 1.17,
effective upon the date of issuance. In furtherance of the foregoing, each


                                      -7-
<PAGE>

Lender hereby absolutely and unconditionally agrees to pay to the Agent, for the
account of the Issuing Bank or the DTS Agent, as applicable, the amount of such
Lender's pro rata share of each Letter of Credit Disbursement. Each Lender
acknowledges and agrees that its obligation to acquire participations pursuant
to this Section 1.02(e) is absolute and unconditional and shall not be affected
by any circumstances whatsoever, and that each payment obligation arising from a
Letter of Credit Disbursement shall be made promptly by each Lender to the Agent
without any offset, abatement, withholding or reduction whatsoever.

         (f) Payments by Lenders to Issuing Bank or the DTS Agent. Upon
notification by the Issuing Bank or the DTS Agent to the Agent that a Letter of
Credit Disbursement has been made and that the Borrower has failed to meet its
reimbursement obligations to the Issuing Bank or the DTS Agent, as applicable,
the Agent shall promptly notify the Issuing Bank or the DTS Agent and each other
Lender of the amount of the Letter of Credit Disbursement and, in the case of
each Lender, its pro rata share thereof. Each Lender shall pay to the Agent, not
later than 2:00 P.M., New York time, on such date, provided that such notice
shall have been provided by the Agent by 11:00 A.M., New York time, on such date
(or, otherwise, not later than 12:00 Noon, New York time, on the next following
Business Day), such Lender's pro rata share of such Letter of Credit
Disbursement, which the Agent shall promptly pay to the Issuing Bank or the DTS
Agent, as applicable. The Agent will promptly remit to each Lender its share of
any amounts subsequently received by the Issuing Bank or the Agent (directly or
from the DTS Agent) from the Borrower in respect of all Letter of Credit
Disbursements.

         (g) Cash Collateral.

             (i) At any time and from time to time after the occurrence and
         during the continuance of an Event of Default, upon notice from the
         Agent, at the direction or with the consent of the Required Lenders
         (and, in the case of any Event of Default referred to in paragraph (m)
         or (n) of Article VIII, forthwith, without any demand or the taking of
         any other action by the Agent or such Lenders), the Borrower shall
         immediately deliver to the Agent, for deposit in the Collateral Account
         controlled by the Agent as provided in the Security Agreements, such
         additional amount of cash as is equal to the aggregate Letter of Credit
         Exposure (whether or not any beneficiary under any Letter of Credit
         shall have drawn or be entitled at such time to draw thereunder).

             (ii) In addition, in the event of a mandatory prepayment under
         Section 1.09 resulting in payment in full of all outstanding Loans and
         the termination of the Commitments in full, the Agent will retain such
         amount as may then be required to be retained as cover for the Letter
         of Credit Exposure, as contemplated by Section 1.09(e)(iii).

             (iii) In the event of a drawing, and subsequent payment by the
         Issuing Bank or the DTS Agent, under any Letter of Credit at any time
         during which any amounts are held in respect thereof in the Collateral
         Account, the Agent will deliver to the Issuing Bank or the DTS Agent,
         as applicable, an amount equal to the Reimbursement Obligation created


                                      -8-
<PAGE>

         as a result of such payment (or, if the amounts so held are less than
         such Reimbursement Obligation, all of such amounts) to reimburse the
         Issuing Bank or the DTS Agent, as applicable, therefor, in each case in
         the order in which each such drawing is presented to the Issuing Bank
         or the DTS Agent, as applicable.

             (iv) Any such amounts remaining in the Collateral Account after the
         expiration of all Letters of Credit and the reimbursement in full of
         the Issuing Bank and the DTS Agent for all of their obligations
         thereunder shall be held by the Agent, for the benefit of the Borrower,
         to be applied against the Obligations (A) in such order and manner as
         the Agent may direct in accordance with Section 1.17, if a Default then
         exists, or (B) otherwise, as the Borrower may direct in accordance with
         this Agreement.

             (v) If the Borrower is required to provide cover for the Letter of
         Credit Exposure pursuant to Section 1.09(e)(iii), such amount (to the
         extent not applied as aforesaid) shall be returned to the Borrower on
         demand, provided that, after giving effect to such return, (A) the
         Aggregate Exposure at such time would not exceed the aggregate
         Commitments at such time and (B) no Default shall have occurred and be
         continuing at such time. If the Borrower is required to provide cover
         for the Letter of Credit Exposure as a result of an Event of Default,
         as provided under paragraph (i) above, such amount (to the extent not
         applied as aforesaid) shall be returned to the Borrower within three
         (3) Business Days after (1) any grace or cure periods applicable to
         unmatured Defaults shall have expired and (2) all Events of Default
         shall have been cured or waived.

         Section 1.03. Initial Term Loans.

         (a) Subject to the terms and conditions contained in this Agreement,
the Lenders agree to make term loans to the Borrower on the Closing Date in an
aggregate principal amount of $275,000,000 (collectively, the "Initial Term
Loans"), allocated among the Lenders as set forth in Schedule 1.01(a) (subject
to adjustment for assignments under Article XII).

         (b) The Initial Term Loans shall be evidenced by the Borrower's Term
Notes, substantially in the form attached hereto as Schedule 1.03 (together with
any additional such Term Notes issued to any assignee(s) of the Initial Term
Loans under Article XII or otherwise issued in substitution therefor or
replacement thereof, the "Initial Term Notes").

         (c) The Borrower will pay to the Agent, for the ratable account of each
Lender, the principal under the Initial Term Notes, without setoff, deduction or
counterclaim, in eighteen (18) installments, payable on each Quarterly Date in
each year, commencing March 31, 2001, with a final installment payable on April
30, 2005, when all amounts outstanding under the Initial Term Notes, including
all outstanding principal and accrued interest, fees, expenses and other charges
in respect thereof shall be due and payable in full. Each such payment shall be
in the respective percentage of the Initial Term Loans set forth in the
following table:


                                      -9-
<PAGE>
               ----------------------------------------------
                                       Aggregate Percentage
                 Payment Dates         of Principal Payable
               ----------------------------------------------
                March 31, 2001 through
                 June 30, 2004                  .25%
               ----------------------------------------------
                September 30, 2004,
                 December 31, 2004 and
                 March 31, 2005               25.00%
               ----------------------------------------------
                April 30, 2005                21.50%
               ----------------------------------------------


         Section 1.04. Incremental Term Loans.

         (a) Subject to the terms and conditions contained in this Agreement,
the Borrower may from time to time, by written notice to the Agent and the
Syndication Agent, request additional term loans in accordance with the terms of
this Section 1.04 up to a maximum aggregate principal amount of $200,000,000
(collectively, the "Incremental Term Loans"). Upon receipt of any such notice,
the Agent and the Syndication Agent agree to seek Incremental Term Loans from
existing Lenders or from other financial institutions, each of which
institutions shall become a Lender hereunder by executing and delivering a
Joinder in the form of Schedule 1.04(a).

         (b) The Incremental Term Loans, if any, shall be made prior to June 30,
2001 in installments of at least $50,000,000 in the aggregate on each Credit
Extension Date. No Incremental Term Loans repaid may be reborrowed hereunder.

         (c) The Incremental Term Loans shall be evidenced by the Borrower's
Incremental Term Notes in the aggregate principal amount of no more than
$200,000,000, in the form attached hereto as Schedule 1.04(c) (together with any
additional such Incremental Term Notes issued to any assignee(s) of the
Incremental Term Loans under Article XII or otherwise issued in substitution
therefor or replacement thereof, the "Incremental Term Notes" and, together with
the Revolving Notes and the Initial Term Notes, the "Notes"). The Notes are
hereby incorporated herein by reference and made a part hereof.

         (d) The Borrower will pay to the Agent, for the ratable account of each
Lender, the aggregate principal under the Incremental Term Notes outstanding as
of June 30, 2001 (the "Incremental Term Loan Principal"), without setoff,
deduction or counterclaim, in sixteen (16) installments, payable on each
Quarterly Date in each year, commencing September 30, 2001, with a final payment
on July 31, 2005, when all amounts outstanding under the Incremental Term Notes,
including all outstanding principal and accrued interest, fees, expenses and
other charges in respect thereof shall be due and payable in full. Each such
payment shall be in the respective percentage of the Incremental Term Loan
Principal set forth in the following table:


                                      -10-
<PAGE>
               ----------------------------------------------
               Quarterly Dates        Aggregate Percentage of
                                          Principal Payable
               ----------------------------------------------
               September 30, 2001 through
                September 30, 2004               .25%
               ----------------------------------------------
               December 31, 2004, March 31,
                2005 and June 30, 2005         25.00%
               ----------------------------------------------
               July 31, 2005                   21.75%
               ----------------------------------------------

         Section 1.05. Interest on the Notes.

         (a) Interest Rate. Subject to the terms and conditions set forth in
this Section 1.05, the Borrower may elect an interest rate for the outstanding
principal balances from time to time of the Notes, or any portion thereof, based
on either the Base Rate or the applicable LIBOR Rate and determined as of any
date, as set forth in the Table in Section 1.05(b) below, as follows:

             (i) the rate for any Base Rate Loan shall be the Base Rate plus the
         Applicable Margin for Base Rate Loans then in effect; and

             (ii) the rate for any LIBOR Loan shall be the applicable LIBOR Rate
         plus the Applicable Margin for LIBOR Loans in effect on the first day
         of the applicable Interest Period.

         (b) Determination of Applicable Margin for Revolving Loans.

             (i) The Applicable Margin for Revolving Loans during the period
         commencing on the date hereof and ending on June 30, 2000 shall be
         2.00%, with respect to Base Rate Loans, and 3.00%, with respect to
         LIBOR Loans. The Applicable Margin for Loans during the Pricing Period
         commencing on July 1, 2000 and ending on August 14, 2000 and during
         each Pricing Period thereafter shall be determined based upon the PCC
         Leverage Ratio as of the last day of the fiscal quarter immediately
         preceding the first day of such Pricing Period (the "Pricing Ratio"),
         as indicated in the following Table:


                                      -11-
<PAGE>
--------------------------------------------------------------------------------
                                     Applicable Margin for Revolving Loans
--------------------------------------------------------------------------------
        Pricing Ratio            Base Rate Loans               LIBOR Loans
--------------------------------------------------------------------------------
 Greater than or equal to
  6.00:1.00                           2.00%                        3.00%
--------------------------------------------------------------------------------
 Less than 6.00:1.00 but greater
  than or equal to 5.50:1.00          1.75%                        2.75%
--------------------------------------------------------------------------------
 Less than 5.50:1.00 but greater
  than or equal to 5.00:1.00          1.50%                        2.50%
--------------------------------------------------------------------------------
 Less than 5.00:1.00 but greater
  than or equal to 4.50:1.00          1.25%                        2.25%
--------------------------------------------------------------------------------
 Less than 4.50:1.00                  1.00%                        2.00%
--------------------------------------------------------------------------------

             (ii) Nothing in Section 1.05(b) shall be deemed to constitute a
         waiver of the requirements of Section 5.01, default under which will
         result in an Event of Default and the application of the default rate
         of interest specified in Section 1.05(f).

             (iii) As used in Section 1.05, the first "Pricing Period" shall
         commence on July 1, 2000 and end on August 14, 2000 and, thereafter,
         the term "Pricing Period" shall mean each period commencing on (A) the
         last date as of which the Borrower is required, under Section 6.05(b)
         and Section 6.05(d), to deliver financial statements and a Compliance
         Report indicating the applicable Pricing Ratio, being February 15, May
         15, August 15 and November 15 of each year (in each case, a "Compliance
         Report Delivery Date"), and ending on (B) the day preceding next
         following Compliance Report Delivery Date.

             (iv) The determination of the Applicable Margin for any Pricing
         Period shall be based on the quarterly financial statements and
         Compliance Report required to be delivered on the first date of such
         Pricing Period, as provided above (except with respect to the first
         Pricing Period, for which the Applicable Margin will be based on the
         quarterly financial statements and Compliance Report delivered for the
         fiscal quarter ending March 31, 2000, adjusted to reflect any
         Acquisitions, Dispositions, incurrence of Indebtedness or other
         material transactions effected from April 1, 2000 through June 30,
         2000). Notwithstanding the preceding sentence, in the event of any
         discrepancy between the computation based on such financial statements
         and Compliance Report and the related audited financial statements
         furnished pursuant to Section 6.05(a) (the "Audited Financial
         Statements") or any information disclosed in connection therewith, the
         computation based upon the Audited Financial Statements shall govern,
         retroactive to the first day of the applicable Pricing Period. In the
         event of a retroactive correction in the determination of the
         Applicable Margin in favor of the Borrower, the amount of interest
         thereby refundable to the Borrower shall be applied on the date of such


                                      -12-
<PAGE>

         retroactive correction, to prepay interest payable on the Notes. If the
         retroactive correction is in favor of the Lenders, the amount of
         interest due to the Lenders shall be paid in full to the Agent within
         five (5) days after written notice of such correction is provided to
         the Borrower.

             (v) Notwithstanding the foregoing, no downward adjustment of the
         Applicable Margin hereunder shall be permitted (A) unless the
         Compliance Report for the relevant fiscal period delivered to the Agent
         includes a request by the Borrower for such adjustment or (B) during
         the existence of any Default.

         (c) Determination of Applicable Margin for Term Loans. The Applicable
Margin for Term Loans shall be 2.50%, with respect to Base Rate Loans, and
3.50%, with respect to LIBOR Loans.

         (d) Computations. Interest on Base Rate Loans shall be computed on the
basis of the actual number of days elapsed over a 365 or 366-day year, as
applicable (unless such interest is based upon the Federal Funds Rate, in which
case interest shall be computed on the basis of the actual number of days
elapsed over a 360-day year). Interest on LIBOR Loans shall be computed on the
basis of the actual number of days elapsed over a 360-day year.

         (e) Interest Payment Dates. Interest on the Loans shall be payable in
arrears, without setoff, deduction or counterclaim, as follows:

             (i) Interest on each Base Rate Loan shall be due and payable on the
         Quarterly Dates, commencing March 31, 2000 and at maturity, whether by
         reason of acceleration, prepayment, payment or otherwise, provided that
         interest accrued on any Base Rate Loan which is converted to a LIBOR
         Loan shall be paid on the Quarterly Date following the date of such
         conversion (or, if accrued on a Base Rate Loan which is so converted on
         a Quarterly Date, on such Quarterly Date). The interest rate on Base
         Rate Loans shall change on the date of any change in the applicable
         Base Rate without any prior notice thereof being provided to the
         Borrower.

             (ii) Interest on each LIBOR Loan shall be due and payable on the
         last day of the Interest Period applicable to such Loan and, if such
         Interest Period exceeds three (3) months, every three (3) months after
         the beginning thereof, until and at maturity, whether by reason of
         acceleration, prepayment, payment or otherwise.

         (f) Effect of Defaults, Etc.

             (i) During the existence of any Event of Default, the outstanding
         principal under the Notes and, to the extent permitted by applicable
         law, overdue interest, fees or other amounts payable hereunder or under
         the other Loan Documents (including without limitation Reimbursement
         Obligations) shall bear interest, from and including the date such
         Event of Default occurred until such Event of Default is waived in
         writing as provided herein, at a rate per annum (computed on the basis
         of the actual number of days elapsed over a 360-day year) equal to two


                                      -13-
<PAGE>

         percent (2.00%) above (a) the interest rate or rates then applicable to
         Base Rate Loans and overdue interest, fees and other expenses, or (b)
         with respect to any LIBOR Loans then in effect (and only until the end
         of the Interest Period applicable to such LIBOR Loans) the interest
         rate or rates then applicable to such LIBOR Loans.

             (ii) Nothing in this Section 1.05(f) shall affect the rights of the
         Agent or the Lenders to exercise any rights or remedies under the Loan
         Documents or applicable law arising upon the occurrence of an Event of
         Default.

         Section 1.06. Loan Requests; Type of Loan.

         (a) Loan Requests. Each request by the Borrower for Loans under the
Revolvers or for Term Loans (other than the initial Loans, if made concurrently
herewith) shall be made not later than (i) 11:00 A.M. (New York time) on the
Business Day prior to the proposed Borrowing Date, if such Loans are Base Rate
Loans, or (ii) 11:00 A.M. (New York time) on the third Business Day prior to the
proposed Borrowing Date, if any of such Loans are LIBOR Loans, by a written Loan
Request, in the form of Schedule 1.06(a) (each, a "Loan Request"), signed by an
Authorized Officer and indicating (i) the date of such Loans, (ii) whether such
Loans shall be Base Rate Loans or LIBOR Loans or a combination of the two types
of Loans and, if so, the Interest Period for such LIBOR Loans, and (iii) the use
of proceeds thereof, to the extent any such proceeds are not being used for
working capital purposes. The Agent shall promptly notify the Lenders of such
Loan Request and the information contained therein. Such Loan Request shall be
irrevocable and binding on the Borrower.

         (b) Conversion to a Different Type of Loan. The Borrower may elect from
time to time to convert any outstanding Loans to Base Rate Loans or LIBOR Loans,
as the case may be, provided that (i) with respect to any such conversion of
LIBOR Loans to Base Rate Loans, the Borrower shall provide the appropriate
Interest Rate Option Notice by 11:00 A.M. (New York time) on the date of such
proposed conversion; (ii) with respect to any such conversion of Base Rate Loans
to LIBOR Loans, the Borrower shall provide the appropriate Interest Rate Option
Notice by 11:00 A.M. (New York time ) at least three Business Days' prior to the
date of such proposed conversion; (iii) with respect to any such conversion of
LIBOR Loans into Base Rate Loans, such conversion shall only be made on the last
day of the related Interest Period; (iv) no Loans may be converted into LIBOR
Loans when any Default has occurred and is continuing, unless the Required
Lenders shall consent to such conversion; (v) the Borrower may have no more than
six (6) LIBOR Loans outstanding at any time; (vi) any conversion of less than
all of the outstanding Base Rate Loans into LIBOR Loans shall be in a minimum
aggregate principal amount of $1,000,000 and, if greater, an integral multiple
of $100,000; and (vii) any conversion of less than all of the outstanding LIBOR
Loans into Base Rate Loans shall be in a minimum aggregate principal amount of
$1,000,000 and, if greater, an integral multiple of $100,000. The Agent shall
promptly notify the Lenders of such Interest Rate Option Notice and the
information contained therein.


                                      -14-
<PAGE>

         (c) Continuance of an Interest Rate Option. The Borrower may continue
any LIBOR Loans as such upon the expiration of the related Interest Period by
providing to the Agent (i) an Interest Rate Option Notice in compliance with the
notice provisions set forth in Section 1.06(b) or (ii) standing written
instructions authorizing the automatic continuation of such Loans, which
instructions shall be effective until written notice to the Agent by the
Borrower, signed by an Authorized Officer, revoking the same (such notice to
take effect no sooner than three Business Days after receipt by the Agent);
provided that no LIBOR Loans may be continued when any Default has occurred and
is continuing, but shall be automatically converted to Base Rate Loans on the
last day of the first applicable Interest Period which ends during the
continuance of such Default. Base Rate Loans shall be deemed to continue as such
until receipt of an Interest Rate Option Notice requesting conversion thereof to
LIBOR Loans.

         (d) Form of Notice. Each Interest Rate Option Notice shall be
substantially in the form of Schedule 1.06(d) and shall specify: (i) the
aggregate principal amount of Loans to be continued or converted; (ii) the
proposed date thereof; (iii) the Interest Period for such LIBOR Loans; and (iv)
whether such Loans shall be LIBOR Loans or Base Rate Loans.

         Section 1.07. Loan Disbursements. The Loans shall be made by the
applicable Lenders pro rata as provided in Section 1.17. Not later than 12:00
noon (New York time), in the case of LIBOR Loans, or 2:00 P.M. (New York time),
in the case of Base Rate Loans, on the Credit Extension Date for any Loans, each
applicable Lender shall make available to the Agent the portion of the Loans to
be made by it on such date, in immediately available funds, for the account of
the Borrower. The amount so received by the Agent shall, subject to the terms
and conditions of this Agreement, be made available to the Borrower by
depositing the same in immediately available funds in the appropriate account or
accounts of the Borrower and by disbursing such funds as indicated in writing in
the related Loan Request prior to the Credit Extension Date for such Loans.

         Section 1.08. Voluntary Prepayments and Voluntary Termination or
Reduction of the Commitments.

         (a) Voluntary Reductions of Commitments and Prepayments. At any time
prior to the Expiration Date, upon at least three (3) Business Days' written
notice to the Agent in the form of Schedule 1.08(a) (each, a "Commitment
Reduction Notice") signed by an Authorized Officer, the Borrower may permanently
terminate or permanently reduce the Commitments, provided as follows:

             (i) any such reduction shall be in an aggregate amount of not less
         than $1,000,000 or, if greater, an integral multiple thereof;

             (ii) after giving effect to any such reduction of the Commitments,
         the aggregate unutilized portion of the aggregate Available Commitments
         shall equal or exceed $15,000,000;


                                      -15-
<PAGE>

             (iii) any such reduction shall apply to each Lender's Commitment
         pro rata as provided in Section 1.17; and

             (iv) simultaneously with each such reduction, as applicable, the
         Borrower (A) shall pay to the Agent, for the ratable account of each
         Lender, any then accrued unpaid Commitment Fee on the terminated or
         reduced portion of the respective Commitments, (B) shall pay any
         indemnification payments due in accordance with Section 1.14 in respect
         of LIBOR Loans so prepaid and (C) shall repay such amount of the
         aggregate principal amount of the related Notes as shall cause the
         outstanding principal balance thereunder to be less than or equal to
         the aggregate Available Commitments, after giving effect to such
         reduction, provided that any such prepayment shall be in an aggregate
         amount of not less than $1,000,000 or, if greater, an integral multiple
         of $250,000, in the case of LIBOR Loans so prepaid, or $250,000 or, if
         greater, integral multiples thereof, with respect to Base Rate Loans so
         prepaid.

Each Commitment Reduction Notice shall specify the date fixed for such
termination or reduction, the aggregate principal amount thereof and the
aggregate principal amount of the Notes required to be repaid hereunder on such
date. Upon receipt of any Commitment Reduction Notice, the Agent shall promptly
notify each affected Lender thereof.

         (b) Voluntary Prepayments of Term Loans. The Borrower may at any time
and from time to time prepay the Term Loans, in whole or in part, without
premium or penalty, upon written notice to the Agent in the form of Schedule
1.08(b) (each, a "Prepayment Notice") at least three (3) Business Days prior
thereto, provided as follows:

             (i) any such reduction shall apply to each Lender's Initial Term
         Note or Incremental Term Note, if any, pro rata as provided in Section
         1.17;

             (ii) simultaneously with each such prepayment, the Borrower shall
         pay any indemnification payments due in accordance with Section 1.14 in
         respect of LIBOR Loans so prepaid; and

             (iii) any such prepayment shall be an aggregate amount of not less
         than $1,000,000 or, if greater, an integral multiple of $250,000, in
         the case of LIBOR Loans so prepaid, or $250,000 or, if greater,
         integral multiples thereof, with respect to Base Rate Loans so prepaid.

Each Prepayment Notice shall specify the date fixed for such prepayment and the
aggregate principal amount thereof whether the prepayment is of LIBOR Loans or
Base Rate Loans. Upon receipt of any Prepayment Notice, the Agent shall promptly
notify each affected Lender thereof.

         (c) Application of Reductions and Prepayments. Voluntary reductions of
the Commitments shall be applied to scheduled reductions thereof in inverse
order of maturity and voluntary prepayments of the Term Loans shall be applied
pro rata to the Initial Term Loans and the Incremental Term Loans (if any are
outstanding) and to the respective installments thereof in inverse order of


                                      -16-
<PAGE>

maturity. Voluntary reductions of the Commitments shall be permanent and
irrevocable and voluntary prepayments of Term Loans may not be reborrowed.
Notwithstanding the foregoing, during the existence of any Default, voluntary
prepayments of the Loans shall be applied as determined by the Required Lenders,
in their sole discretion.

         Section 1.09. Mandatory Commitment Reductions and Prepayments.

         (a) Casualty Events. Subject to the provisions of Section 6.02, within
one hundred eighty (180) days following the receipt by the Borrower or any of
the Subsidiaries of any Insurance Proceeds in respect of any Casualty Event (or
upon such earlier date as the Borrower or any Subsidiary shall have determined
not to restore, repair or replace the asset or property affected by such
Casualty Event), which Insurance Proceeds, together with all other such
Insurance Proceeds theretofore received in respect of Casualty Events and not so
applied, exceed $1,000,000 in the aggregate, (i) the Commitments shall be
automatically reduced and the Notes shall be prepaid in an aggregate amount, if
any, equal to the aggregate amount of such proceeds not theretofore applied to
the repair or replacement of such asset or property under Section 6.02(b), as
provided in Section 1.09(e). Nothing in this Section 1.09(a) shall be deemed (i)
to limit any obligation of the Companies pursuant to the Security Agreements to
remit to the Collateral Account the Insurance Proceeds received in respect of
any Casualty Event, (ii) to obligate the Agent to release any of such proceeds
from the Collateral Account to the Borrower or any Subsidiary during the
existence of any Default or (iii) to apply to temporary prepayments of the
Revolving Notes from Insurance Proceeds pending completion of repairs,
replacements and restoration within the one hundred eighty (180) day period
referred to above.

         (b) Excess Cash Flow. On or before May 1 of each year, commencing May
1, 2002, the Commitments shall be automatically reduced and/or the Borrower
shall prepay the Revolving Notes and/or the Term Notes in an aggregate amount
equal to Adjusted Excess Cash Flow for the immediately preceding fiscal year, as
provided in Section 1.09(e).

         (c) Debt Issuances. Without limiting the obligation of the Borrower to
obtain any required consent thereto of the Required Lenders under Section 7.01,
upon any issuance of additional debt securities of the Borrower not permitted
under such Section, the Borrower shall prepay the Notes in an aggregate amount
equal to the net cash proceeds thereof, as provided in Section 1.09(e).

         (d) Dispositions of Assets.

             (i) Prepayment of the Notes. Without limiting the obligation of the
         Borrower under Section 7.03 to obtain the consent of the Required
         Lenders to any Disposition not otherwise permitted hereunder, the
         Borrower agrees (A) two (2) Business Days prior to the occurrence of
         any Disposition, to deliver to the Agent (in sufficient copies for each
         Lender) a statement, certified by an Authorized Officer of the Borrower
         and in reasonable detail, of the estimated amount of the Net Cash
         Proceeds of such Disposition and (B) that in the event such Disposition
         is completed, the Commitments shall be automatically reduced and/or the
         Notes shall be prepaid as follows and as provided in Section 1.09(e):


                                      -17-
<PAGE>

                 (1) on the date of such Disposition, in an aggregate amount
             equal to 100% of the Net Cash Proceeds of such Disposition received
             by the Borrower or any of the Subsidiaries on the date of such
             Disposition; and

                 (2) thereafter, quarterly, on the date of the delivery to the
             Agent pursuant to Section 6.05 hereof of the financial statements
             for each fiscal quarter or (if earlier) the date which is
             forty-five (45) days after the end of such fiscal quarter, to the
             extent the Borrower or any Subsidiary shall receive Net Cash
             Proceeds during such fiscal quarter under deferred payment
             arrangements or investments entered into or received in connection
             with any Disposition, an amount equal to 100% of the aggregate
             amount of such Net Cash Proceeds, provided that if, prior to the
             date upon which the Borrower would otherwise be required to make a
             prepayment under this paragraph (B) with respect to any fiscal
             quarter, all such Net Cash Proceeds received in cash shall
             aggregate an amount that will require a prepayment of $250,000 or
             more under this paragraph (B) with respect to such fiscal quarter,
             then the Borrower shall immediately make a prepayment under this
             paragraph (B) in an amount equal to such required prepayment.

             (ii) Redeployment of Net Cash Proceeds. Notwithstanding the
         foregoing, provided that no Default exists as of the date of any such
         Disposition, no reduction of the Commitments or prepayment of the Notes
         shall be required under this Section 1.09(d) with respect to the Net
         Cash Proceeds from any Disposition permitted under Section 7.03(d) or
         (e), in the event that the Borrower advises the Agent at the time the
         Net Cash Proceeds from such Disposition (or the last in any such series
         of Dispositions) are received that it intends to reinvest such Net Cash
         Proceeds in replacement assets pursuant to one or more Permitted
         Acquisitions and/or apply a portion thereof to make Capital
         Expenditures, so long as:

                 (A) the first $100,000,000 of such Net Cash Proceeds are (1)
             held by the Agent in the Collateral Account, in which event the
             Agent shall release such funds from time to time upon written
             request of the Borrower to be used to finance Permitted
             Acquisitions or for any other corporate purpose for which Loan
             proceeds are permitted to be used under Section 2.02 and otherwise
             in compliance with this Agreement, (2) applied by the Borrower to
             the prepayment of the Revolving Notes, without permanent reduction
             of the Commitments in such amount, or (3) held and applied in any
             combination of clauses (1) and (2) above;

                 (B) Net Cash Proceeds in excess of $100,000,000 in the
             aggregate are (1) held by the Agent in the Collateral Account
             pending such reinvestment, in which event the Agent need not
             release such Net Cash Proceeds except upon presentation of evidence


                                      -18-
<PAGE>

             satisfactory to it that such Net Cash Proceeds are to be so
             reinvested in compliance with the provisions of this Agreement, (2)
             applied by the Borrower to the prepayment of the Revolving Notes,
             with such prepayment to be reflected in the Commitment Reserve,
             without permanent reduction of the Commitments in such amount (in
             which event the Borrower agrees to advise the Agent in writing at
             the time of such prepayment of Notes that such prepayment is being
             made from the proceeds of a Disposition) or (3) held and applied in
             any combination of clauses (1) and (2) above; and

                 (C) the Net Cash Proceeds from any such Disposition referred to
             in subparagraph (ii)(B) above are in fact so reinvested prior to
             the earlier to occur of (1) 180 days following the date of such
             Disposition, unless one or more definitive agreements with respect
             to such Permitted Acquisition(s) utilizing Net Cash Proceeds shall
             have been entered into within such period, or (2) in such event,
             360 days following such Disposition, it being understood that, in
             the event Net Cash Proceeds from more than one Disposition are paid
             into the Collateral Account or applied to the prepayment of the
             Notes as provided in subparagraph (i)(1) above, such Net Cash
             Proceeds shall be deemed to be released in the same order in which
             such Dispositions occurred.

Accordingly, any such Net Available Proceeds so held and any portion thereof
reflected in the Commitment Reserve (as provided in subparagraph (ii)(B) above)
for more than the 180 or 360 day period, as applicable, referred to in
subparagraph (ii)(C) above shall be forthwith applied to the prepayment of the
Notes and/or the permanent reduction of the Commitments (by an amount equal to
the portion of such prepayments applied to the Notes and/or the portion thereof
reflected in the Commitment Reserve) as provided in Section 1.09(e). Nothing in
this Section 1.09(d) shall be deemed to obligate the Agent to release any Net
Cash Proceeds from the Collateral Account (whether deposited under subparagraph
(ii)(A) or (ii)(B)) to the Borrower or any Subsidiary for any purpose as
aforesaid during the existence of any Default.

         (e) Application of Reductions and Prepayments; Cash Collateral, Etc.

             (i) Subject to Section 1.09(d)(ii) and 1.09(e)(iv), upon the
         occurrence of any of the events described in the above paragraphs of
         this Section 1.09, the amount required to be applied to the Commitments
         and to prepayment of the Notes shall be allocated as follows:

                 (A) First, pro rata to scheduled reductions of the Commitments,
             scheduled prepayments of the Initial Term Loans and scheduled
             payments of the Incremental Term Loans, in each case in inverse
             order of maturity, until the aggregate Commitments shall have been
             reduced to $150,000,000; and

                 (B) Thereafter, to prepayments of Term Loans, allocated
             proportionately between the Initial Term Loans and the Incremental
             Term Loans, until all principal thereunder has been paid in full,
             and then to further reductions in the Commitments, in each case in
             the inverse order of maturity.


                                      -19-
<PAGE>

             (ii) Simultaneously with any termination of the Commitments or any
         mandatory automatic reduction of the Commitments under Section 1.01(e)
         or this Section 1.09, the Borrower shall (A) pay to the Agent, for the
         ratable account of each Lender, any then accrued unpaid Commitment Fee
         on the reduced portion of the Commitments, (B) repay such amount of the
         aggregate principal amount of the Revolving Notes as shall cause the
         Aggregate Exposure to be less than or equal to the aggregate
         Commitments, after giving effect to such termination or reduction and
         (C) pay any indemnification payments due in accordance with Section
         1.14 in respect of LIBOR Loans so prepaid.

             (iii) If and to the extent that the repayment in full of all
         outstanding Loans is insufficient to cause the Aggregate Exposure to be
         less than or equal to the aggregate Commitments, the Borrower shall,
         without notice or demand, immediately make payment to the Agent, for
         deposit in the Collateral Account, as cover for the Letter of Credit
         Exposure, as described in Section 1.02(g).

             (iv) All voluntary and mandatory prepayments of the Notes under
         this Section 1.09 (A) shall be made without set-off, deduction or
         counterclaim and (B) shall be applied first, to overdue interest, fees
         and expenses hereunder, second, to pay principal of the Notes as
         provided above, and third, to the extent of any excess remaining after
         application as provided above, to pay any outstanding Reimbursement
         Obligations and, thereafter, to cash collateralize the Letter of Credit
         Exposure as provided in Section 1.02(g), provided, in each case, that
         (1) payments of principal of the Notes shall be applied to the Lenders'
         respective Notes pro rata as provided in Section 1.17, unless otherwise
         agreed to by the Lenders and (2) applications of prepayments to
         principal shall be made first to Base Rate Loans and then to LIBOR
         Loans. Notwithstanding the foregoing, during the existence of any
         Default mandatory prepayments of the Notes shall be applied as provided
         in Section 1.17.

         (f) Refusal of Prepayments by Term Note Holders. Notwithstanding
anything to the contrary set forth above in this Section 1.09, with respect to
the amount of any mandatory prepayment that is allocated to the Term Loans (in
each case, the "Term Loan Prepayment Amount"), at any time when the Available
Commitments equal or exceed $150,000,000 in the aggregate, the Borrower will, in
lieu of applying such amount to the prepayment of Term Loans as provided in
Section 1.09 above, on the date of such prepayment, give the Agent telephonic
notice (promptly confirmed in writing) requesting that the Agent prepare and
provide to each Lender holding a Term Note a notice (each, a "Prepayment Option
Notice") as described below. As promptly as practicable after receiving such
notice from the Borrower, the Agent will send to each such Lender a Prepayment
Option Notice, which shall be in the form of Schedule 1.09, and shall include an
offer by the Borrower to prepay on the date (each a "Mandatory Prepayment Date")
that is ten (10) Business Days after the date of the Prepayment Option Notice,
the relevant Term Loans of such Lender by an amount equal to the portion of the
prepayment amount indicated in such Lender's Prepayment Option Notice as being
applicable to such Lender's Term Loans. Each Lender shall give written notice to
the Agent at least one (1) Business Day prior to the Mandatory Prepayment Date


                                      -20-
<PAGE>

indicating whether and to what extent it wishes to accept such prepayment of the
Term Loans held by such Lender. On the Mandatory Prepayment Date, (i) the
Borrower shall pay to the Agent, for the accounts of the relevant Lenders, the
aggregate amount necessary to prepay that portion of the outstanding relevant
Term Loans in respect of which such Lenders have accepted prepayment by notice
to the Agent, as described above (such Lenders being referred to as the
"Accepting Lenders"), applied as provided in Section 1.09(e)(ii) above and (ii)
the Borrower shall pay to the Agent, for the accounts of the Lenders holding
Revolving Notes, an amount equal to the portion of the Prepayment Amount not
accepted by the relevant Lenders, which amount shall be applied to the scheduled
reductions of the Commitments in the inverse order of maturity.

         Section 1.10. Commitment Fee.

         (a) The Borrower shall pay to the Agent, for the ratable account of
each Lender, a non-refundable fee (the "Commitment Fee") on the aggregate daily
unutilized portion of the Commitments from the Closing Date to and including the
earlier of the termination of the Commitments or the Expiration Date, at the
Commitment Fee Rate (computed on the basis of the actual number of days elapsed
over a 365 -366-day year), payable quarterly in arrears on each Quarterly Date,
commencing March 31, 2000, without setoff, deduction or counterclaim, with a
final payment at the maturity of the Revolving Notes, whether by payment,
prepayment, acceleration or otherwise.

         (b) The Commitment Fee Rate shall be (i) .75% per annum, so long as the
sum of the aggregate principal balance under the Revolving Notes plus the
aggregate Letter of Credit Exposure is less than or equal to fifty percent (50%)
of the Commitments and (ii) .50% per annum so long as such sum exceeds fifty
percent (50%) of the Commitments.

         Section 1.11. Requirements of Law.

         (a) In the event that any Regulatory Change shall:

             (i) change the basis of taxation of any amounts payable to any
         Lender under this Agreement or any Notes in respect of any Loans,
         including without limitation LIBOR Loans made by it or any Letters of
         Credit issued or participated in by it (other than taxes imposed on the
         overall net income of such Lender in its jurisdiction of organization
         or in the jurisdiction where its lending office is located);

             (ii) impose or modify any reserve, compulsory loan assessment,
         special deposit or similar requirement relating to any extensions of
         credit or other assets of, or any deposits with or other liabilities
         of, any office of such Lender (including any of such Loans or any
         deposits referred to in the definition of "LIBOR Base Rate" in Article
         XIV); or


                                      -21-
<PAGE>

             (iii) impose any other conditions affecting this Agreement in
         respect of Loans, including without limitation LIBOR Loans and Letters
         of Credit (or any of such extensions of credit, assets, deposits or
         liabilities);

and the result of any of the foregoing shall be to increase such Lender's costs
of making or maintaining any Loans, including without limitation LIBOR Loans, or
any Commitment or of issuing or maintaining (or participating in) any Letters of
Credit, or to reduce any amount receivable by such Lender hereunder in respect
of any of its LIBOR Loans or any Commitment, in each case only to the extent
that such additional amounts are not included in the LIBOR Base Rate or Base
Rate applicable to such Loans or the Letter of Credit Fee applicable to such
Letters of Credit, then the Borrower shall pay on demand to such Lender, through
the Agent, and from time to time as specified by such Lender, such additional
amounts as such Lender shall reasonably determine are sufficient to compensate
such Lender for such increased cost or reduced amount receivable.

         (b) If at any time after the date of this Agreement any Lender shall
have determined that the applicability of any law, rule, regulation or guideline
adopted pursuant to or arising out of the July 1988 report of the Basle
Committee on Lending Regulations and Supervisory Practices entitled
"International Convergence of Capital Measurement and Capital Standards", or the
adoption or implementation of any Regulatory Change regarding capital adequacy,
or any change therein, or any change in the interpretation or administration
thereof by any Governmental Authority, central bank or comparable agency charged
with the interpretation or administration thereof (whether or not having the
force of law), has or will have the effect of reducing the rate of return on
such Lender's capital or on the capital of such Lender's holding company, if
any, as a consequence of the existence of its obligations hereunder (whether
with respect to the Commitments, the Loans, any Letter of Credit or any other
Obligation) to a level below that which such Lender or its holding company could
have achieved but for such adoption, change or compliance (taking into
consideration such Lender's policies with respect to capital adequacy) by an
amount reasonably deemed by such Lender to be material, then from time to time
following written notice by such Lender to the Borrower as provided in paragraph
(c) of this Section, within fifteen (15) days after demand by such Lender, the
Borrower shall pay to such Lender, through the Agent, such additional amount or
amounts as such Lender shall reasonably determine will compensate such Lender or
such corporation, as the case may be, for such reduction, provided that to the
extent that any or all of the Borrower's liability under this Section arises
following the date of the adoption of any such Regulatory Change (the "Effective
Date"), such compensation shall be payable only with respect to that portion of
such liability arising after notice of such Regulatory Change is given by such
Lender to the Borrower (unless such notice is given within sixty (60) days after
the Effective Date, in which case such compensation shall be payable in respect
of all periods before and after the Effective Date).

         (c) If any Lender becomes entitled to claim any additional amounts
pursuant to this Section, it shall promptly notify the Borrower of the event by
reason of which it has become so entitled. A certificate setting forth in
reasonable detail the computation of any additional amounts payable pursuant to
this Section submitted by such Lender to the Borrower shall be delivered to the
Borrower and the other Lenders promptly after the initial incurrence of such


                                      -22-
<PAGE>

additional amounts and shall be conclusive in the absence of manifest error. The
covenants contained in this Section shall survive for six months following the
termination of this Agreement and the payment of the outstanding Notes. No
failure on the part of any Lender to demand compensation under paragraph (a) or
(b) above on any one occasion shall constitute a waiver of its rights to demand
compensation on any other occasion. The protection of this Section shall be
available to each Lender regardless of any possible contention of the invalidity
or inapplicability of any law, regulation or other condition which shall give
rise to any demand by such Lender for compensation thereunder.

         Section 1.12. Limitations on LIBOR Loans; Illegality.

         (a) Anything herein to the contrary notwithstanding, if, on or prior to
the determination of an interest rate for any LIBOR Loans for any applicable
Interest Period, the Agent shall determine (which determination shall be
conclusive absent manifest error) that:

             (i) by reason of any event affecting United States money markets or
         the London interbank market, quotations of interest rates for the
         relevant deposits are not being provided in the relevant amounts or for
         the relevant maturities for purposes of determining the rate of
         interest for such Loans under this Agreement; or

             (ii) the rates of interest referred to in the definition of "LIBOR
         Base Rate" in Article XIV, on the basis of which the rate of interest
         on any LIBOR Loans for such period is determined, do not accurately
         reflect the cost to the Lenders of making or maintaining such LIBOR
         Loans for such period; then the Agent shall give the Borrower prompt
         notice thereof (and shall thereafter give the Borrower prompt notice of
         the cessation, if any, of such condition), and so long as such
         condition remains in effect, the Lenders shall be under no obligation
         to make LIBOR Loans or to convert Base Rate Loans into LIBOR Loans and
         the Borrower shall, on the last day(s) of the then current Interest
         Period(s) for any outstanding LIBOR Loans, either prepay such LIBOR
         Loans in accordance with Sections 1.01 and 1.08 or convert such Loans
         into Base Rate Loans in accordance with Section 1.06.

         (b) Notwithstanding any other provision herein, if for any reason a
Lender shall be unable to make or maintain LIBOR Loans as contemplated by this
Agreement, such Lender shall provide prompt written notice to the Borrower and
(i) such Lender's commitment hereunder to make LIBOR Loans, continue LIBOR Loans
as such and convert Base Rate Loans to LIBOR Loans shall thereupon terminate and
(ii) such Lender's Loans then outstanding as LIBOR Loans, if any, shall be
converted automatically to Base Rate Loans on the respective last days of the
then current Interest Periods with respect to such Loans or within such earlier
period as required by law. If any such conversion of a LIBOR Loan occurs on a
day which is not the last day of the then current Interest Period with respect
thereto, and if the reason for such Lender's inability to make or maintain LIBOR
Loans as contemplated by this Agreement is a Regulatory Change, then the
Borrower shall pay to such Lender such amounts, if any, as may be required
pursuant to Section 1.14.


                                      -23-
<PAGE>

         Section 1.13. Taxes.

         (a) All payments made by the Borrower under this Agreement and the
Notes shall be made free and clear of, and without deduction or withholding for
or on account of, any present or future income, stamp or other taxes, levies,
imposts, duties, charges, fees, deductions or withholdings, now or hereafter
imposed, levied, collected, withheld or assessed by any Governmental Authority
(all such taxes, levies, imposts, duties, charges, fees, deductions and
withholdings being hereinafter called "Taxes"); provided, however, that the term
"Taxes" shall not include net income taxes, franchise taxes (imposed in lieu of
net income taxes) and general intangibles taxes (such as those imposed by the
State of Florida) imposed on the Agent or any Lender, as the case may be, as a
result of a present or former connection or nexus between the jurisdiction of
the government or taxing authority imposing such tax (or any political
subdivision or taxing authority thereof or therein) and the Agent or such Lender
other than that arising solely from the Agent or such Lender having executed,
delivered or performed its obligations or received a payment under, or enforced,
this Agreement, the Notes or any of the Security Documents. If any Taxes are
required to be withheld from any amounts payable to the Agent or any Lender
hereunder or under the Notes or the Letter of Credit Documents, the amounts so
payable to the Agent or such Lender shall be increased to the extent necessary
to yield to the Agent or such Lender (after payment of all Taxes) interest or
any such other amounts payable hereunder at the rates or in the amounts
specified in this Agreement and the Notes or in the Letter of Credit Documents,
as the case may be. Whenever any Taxes are payable by the Borrower in respect of
this Agreement or the Notes or the Letter of Credit Documents, as promptly as
possible thereafter the Borrower shall send to the Agent for its own account or
for the account of such Lender, as the case may be, a certified copy of an
original official receipt received by the Borrower showing payment thereof. If
the Borrower fails to pay any Taxes when due to the appropriate taxing authority
or fails to remit to the Agent the required receipts or other required
documentary evidence, the Borrower shall indemnify the Agent and the Lenders for
any incremental taxes, interest or penalties that may become payable by the
Agent or any Lender as a result of any such failure. If, after any payment of
Taxes by the Borrower under this Section, any part of any Tax paid by the Agent
or any Lender is subsequently recovered by the Agent or such Lender, the Agent
or such Lender shall reimburse the Borrower to the extent of the amount so
recovered. A certificate of an officer of the Agent or such Lender setting forth
the amount of such recovery and the basis therefor shall, in the absence of
manifest error, be conclusive. The Agent and the Lenders shall use reasonable
efforts to notify the Borrower of their attempts, if any, to obtain abatements
of any such Taxes and the receipt by the Agent or the Lenders of any funds in
connection therewith. The agreements in this subsection shall survive the
termination of this Agreement and the payment of the Notes and all other amounts
payable hereunder.

         (b) Each Lender, if any, that is not incorporated under the laws of the
United States or a state thereof agrees that prior to the date any payment is
required to be made to it hereunder it will deliver to the Borrower and the
Agent either (i) two duly completed copies of United States Internal Revenue
Service Form 1001 or 4224 or successor applicable form, as the case may be, and
an Internal Revenue Service Form W-8 or W-9 or successor applicable form or (ii)
in the case of a Lender that is not legally entitled to deliver either form
listed in clause (b), (A) a certificate of such Lender to the effect that such
Lender is not (1) a "bank" within the meaning of Section 881(c)(3)(A) of the


                                      -24-
<PAGE>

Code, (2) a "10 percent shareholder" of the Borrower within the meaning of
Section 881(c)(3)(B) of the Code, or (3) a controlled foreign corporation
receiving interest from a related person within the meaning of Section
881(c)(3)(C) of the Code (such certificate, an "Exemption Certificate") and (B)
two duly completed copies of Internal Revenue Service Form W-8BEN or applicable
successor form. Each such Lender also agrees to deliver to the Borrower and the
Agent two further copies of the said Form 1001 or 4224 and Form W-8 or W-9, or
successor applicable forms or other manner of certification, as the case may be,
on or before the date that any such form expires or becomes obsolete or after
the occurrence of any event requiring a change in the most recent form
previously delivered by it to the Borrower, and such extensions or renewals
thereof as may reasonably be requested by the Borrower or the Agent, unless in
any such case an event (including, without limitation, any change in treaty, law
or regulation) has occurred prior to the date on which any such delivery would
otherwise be required which renders all such forms inapplicable or which would
prevent such Lender from duly completing and delivering any such form with
respect to it and such Lender so advises the Borrower and the Agent. Such Lender
shall certify (x) in the case of a Form 1001 or 4224, that it is entitled to
receive payments under this Agreement without deduction or withholding of any
United States federal income taxes and (y) in the case of a Form W-8 or W-9,
that it is entitled to an exemption from United States backup withholding tax.

         Section 1.14. Indemnification. The Borrower shall pay to the Agent, for
the account of each Lender, upon the request of such Lender delivered to the
Agent and thereafter delivered by the Agent to the Borrower, such amount or
amounts as shall compensate such Lender for any loss, cost or expense incurred
by such Lender (as reasonably determined by such Lender) as a result of:

         (a) any payment or prepayment or conversion of any LIBOR Loan held by
such Lender on a date other than the last day of the Interest Period for such
LIBOR Loan (including without limitation any such payment, prepayment or
conversion required under Section 1.01, 1.03, 1.04, 1.06, 1.08 or 1.09); or

         (b) any failure by the Borrower to borrow, convert into or continue a
LIBOR Loan on the date for such borrowing specified in the relevant Loan Request
or Interest Rate Option Notice under Section 1.06 or otherwise.

Such indemnification may include an amount equal to the excess, if any, of (i)
the amount of interest which would have accrued on the amount so prepaid, or not
so borrowed, converted or continued, for the period from the date of such
prepayment or of such failure to borrow, convert or continue to the last day of
such Interest Period (or, in the case of a failure to borrow, convert or
continue, the Interest Period that would have commenced on the date of such
failure) in each case at the applicable rate of interest for such Loans provided
for herein (excluding, however, the Applicable Margin included therein, if any)
over (ii) the amount of interest (as reasonably determined by such Lender) which
would have accrued to such Lender on such amount by placing such amount on
deposit for a comparable period with leading banks in the interbank eurodollar
market. This covenant shall survive the termination of this Agreement and the
payment of the Loans and all other amounts payable hereunder. The determination
by each such Lender of the amount of any such loss or expense, when set forth in


                                      -25-
<PAGE>

a written notice delivered to the Agent (and thereafter delivered by the Agent
to the Borrower), containing such Lender's calculation thereof in reasonable
detail, shall be conclusive in the absence of manifest error.

         Section 1.15. Payments Under the Notes.

         (a) All payments and prepayments made by the Borrower of principal of,
and interest on, the Notes and other sums and charges payable under this
Agreement and, with respect to fees payable to the Agent and its affiliates, the
Fee Agreements, including without limitation the Commitment Fee and any payments
under Sections 1.11, 1.13 and 1.14, shall be made in immediately available funds
to the Agent (as specified in Section 13.03) for the accounts of the Lenders as
provided in Section 1.17 and otherwise herein not later than 2:00 P.M. (New York
Time), on the date on which such payment shall become due. The failure by the
Borrower to make any such payment by such hour shall not constitute a Default
hereunder so long as payment is received later that day, provided that any such
payment made after 2:00 P.M. (New York Time), on such due date shall be deemed
to have been made on the next Business Day for the purpose of calculating
interest on amounts outstanding on the Notes. The Borrower shall, at the time of
making each payment under this Agreement or the Notes, specify to the Agent the
Notes or amounts payable by the Borrower hereunder to which such payment is to
be applied (and in the event that it fails to so specify, or if an Event of
Default has occurred and is continuing, the Agent may distribute such payments
in such manner as the Required Lenders may direct or, absent such direction, as
it determines to be appropriate, subject to the provisions of Section 1.17).

         (b) Except as otherwise provided in the definition of "Interest Period"
with respect to LIBOR Loans, if any payment hereunder or under the Notes shall
be due and payable on a day which is not a Business Day, such payment shall be
deemed due on the next following Business Day and interest shall be payable at
the applicable rate specified herein through such extension period. The Agent,
or any Lender for whose account any such payment is made, may (but shall not be
obligated to) debit the amount of any such payment which is not made by such
time to any deposit account of the Borrower with the Agent or such Lender, as
the case may be. Each payment received by the Agent under this Agreement or any
Note for the account of a Lender shall be paid promptly to such Lender, in
immediately available funds, for the account of such Lender for the Note in
respect to which such payment is made.

         Section 1.16. Set-Off, Etc. The Borrower agrees that, in addition to
(and without limitation of) any right of set-off, bankers' lien or counterclaim
a Lender may otherwise have and in addition to the debit right afforded in
Section 1.15, each Lender (and each subsequent holder of any Note) shall be
entitled, at its option, to offset balances held by it, or by any of its
respective branches or agencies, for the account of the Borrower at any of its
or their offices, in Dollars or in any other currency, against any principal of
or interest on the Notes held by such Lender (or subsequent noteholder) or other
fees or charges owed to such Lender (or subsequent noteholder) hereunder which
are not paid when due (regardless of whether such balances are then due to the
Borrower and regardless of whether the Lenders are otherwise fully secured), in
which case it shall promptly notify the Borrower and the Agent thereof, provided
that such Lender's (or subsequent noteholder's) failure to give such notice


                                      -26-
<PAGE>

shall not affect the validity thereof and (as security for any Indebtedness
hereunder) the Borrower hereby grants to the Agent and the Lenders a continuing
security interest in any and all balances, credit, deposits, accounts or moneys
of the Borrower maintained with the Agent and any Lender now or hereafter. If a
Lender (or subsequent noteholder) shall obtain payment of any principal,
interest or other amounts payable under this Agreement through the exercise of
any right of set-off, banker's lien or counterclaim or otherwise or pursuant to
the debit right provided in Section 1.15, it shall promptly purchase from the
other Lenders participations in (or, if and to the extent specified by such
Lender, direct interests in) the Note(s) held by the other Lenders in such
amounts, and make such other adjustments from time to time as shall be
equitable, to the end that all the Lenders shall share the benefit of such
payment (net of any expenses which may be incurred by such Lender in obtaining
or preserving such benefit) pro rata based upon the unpaid principal amounts of
and interest on the Note(s) held by each of them. To such end, the Lenders shall
make appropriate adjustments among themselves (by the resale of participations
sold or otherwise) if such payment is rescinded or must otherwise be restored.
The Borrower agrees that any Lender or any other Person which purchases a
participation (or direct interest) in the Note(s) held by any or all of the
Lenders (each being hereinafter referred to as a "Participant") may exercise all
rights of set-off, bankers' lien, counterclaim or similar rights with respect to
such participation as fully as if such Participant were a direct holder of Notes
in the amount of such participation, provided that the Borrower was notified of
such purchase. Nothing contained herein shall be deemed to require any
Participant to exercise any such right or shall affect the right of any
Participant to exercise, and retain the benefits of exercising, any such right
with respect to any indebtedness or obligation of the Borrower, other than the
Borrower's indebtedness and obligations under this Agreement.

         Section 1.17. Pro Rata Treatment; Sharing; Payments after Default.

         (a) Except to the extent otherwise provided in this Agreement and, with
respect to fees payable to the Agent, the Syndication Agent, the Documentation
Agent and their affiliates, the Fee Agreements, and except as otherwise agreed
by the Lenders: (i) each borrowing from the Lenders under the Commitments shall
be made from the Lenders and each payment of the Commitment Fee under Section
1.10 shall be made to the Lenders pro rata according to the amounts of their
respective unutilized Commitments; (ii) the principal amount of LIBOR Loans made
by each Lender shall be determined on a pro rata basis in accordance with its
respective Commitment (when making Loans), or the outstanding principal amount
of the applicable Loans owed to such Lender (in the case of conversions to or
continuations of Loans as LIBOR Loans); (iii) each Lender's share of each Letter
of Credit under Section 1.02 and of the Letter of Credit Fee shall be determined
pro rata according to the amounts of the Lenders' respective Commitments; (iv)
each payment and prepayment of principal of any Notes and repayments of Letter
of Credit Disbursements shall be allocated to the Lenders holding such Notes pro
rata in accordance with the unpaid principal amounts of the respective Notes
held by such Lenders; (v) each payment of interest on the Notes shall be
allocated to the Lenders pro rata in accordance with the unpaid principal
amounts of their respective Loans evidenced by such Notes; (vi) each payment of
any other sums and charges payable for the Lenders' account under this Agreement
(except for the Issuance Fee, which shall be retained by the Issuing Bank, and
the fees payable under the Fee Agreements, which are payable solely in


                                      -27-
<PAGE>

accordance therewith) shall be allocated to the Lenders pro rata in accordance
with the respective unpaid principal amounts of the aggregate Loans made by each
of them; (vii) each payment under Section 1.11, 1.13 or 1.14 shall be made to
each Lender in the amount required to be paid to such Lender to adequately
indemnify or compensate such Lender for losses suffered or costs incurred by
such Lender as provided in such Section; and (viii) notwithstanding the
foregoing, after and during the continuance of a Default, each payment or
distribution of cash, property, securities or other value received by the Agent
or any Lender, directly or indirectly, in respect of the Borrower's Indebtedness
hereunder, whether pursuant to this Article I or any attachment, garnishment,
execution or other proceedings for the collection thereof or pursuant to any
bankruptcy, reorganization, liquidation or other similar proceeding or
otherwise, after payment of collection and other expenses as provided herein and
in the Security Documents, shall be apportioned among the Lenders pro rata based
upon the respective aggregate unpaid principal amount of all Loans owed to each
of them and their respective shares of the aggregate Commitments, which
Commitments shall be permanently reduced in such pro rated amount, together with
any applicable prepayments of the Revolving Notes and any other payments
required under Section 1.09(e)(iv).

         (b) Notwithstanding the foregoing, if any Lender (a "Recovering Party")
shall receive any such distribution referred to in Section 1.17 (a)(viii) above
(a "Recovery") in respect thereof, such Recovering Party shall pay to the Agent
for distribution to the Lenders as set forth herein their respective pro rata
shares of such Recovery, based on the Lenders' pro rata shares of all Loans
outstanding at such time, unless the Recovering Party is legally required to
return any Recovery, in which case each party receiving a portion of such
Recovery shall return to the Recovering Party its pro rata share of the sum
required to be returned without interest. For purposes of this Agreement,
calculations of the amount of the pro rata share of each Lender shall be rounded
to the nearest whole dollar.

         (c) The Borrower acknowledges and agrees that, if any Recovering Party
shall be obligated to pay to the other Lenders a portion of any Recovery
pursuant to Section 1.17(b) and shall make such recovery payment, the Borrower
shall be deemed to have satisfied its obligations in respect of Indebtedness
held by such Recovering Party only to the extent of the Recovery actually
retained by such Recovering Party after giving effect to the pro rata payments
by such Recovering Party to the other Lenders. The obligations of the Borrower
in respect of Indebtedness held by each other Lender shall be deemed to have
been satisfied to the extent of the amount of the Recovery distributed to each
such other Lender by the Recovering Party.

         Section 1.18. Non-Receipt of Funds by the Agent. Unless the Agent shall
have been notified in writing by a Lender or the Borrower prior to the date on
which such Lender or the Borrower is scheduled to make payment to the Agent of
(in the case of a Lender) the proceeds of a Loan to be made by it hereunder or
(in the case of the Borrower) a payment to the Agent for the account of any or
all of the Lenders hereunder (such payment being herein referred to as a
"Required Payment"), which notice shall be effective upon actual receipt, that
it does not intend to make such Required Payment to the Agent, the Agent may
(but shall not be required to) assume that the Required Payment has been made
and may (but shall not be required to), in reliance upon such assumption, make


                                      -28-
<PAGE>

the amount thereof available to the intended recipient(s) on such date and, if
such Lender or the Borrower (as the case may be) has not in fact made the
Required Payment to the Agent, the recipient(s) of such payment shall, on
demand, or with respect to payment received by the Borrower, within three (3)
Business Days after such receipt repay to the Agent for the Agent's own account
the amount so made available together with interest thereon in respect of each
day during the period commencing on the date such amount was so made available
by the Agent until the date the Agent recovers such amount at a rate per annum
equal to (a) the Federal Funds Rate for such day, with respect to interest paid
by such Lender, or (b) the applicable rate provided under Section 1.05, with
respect to interest paid by the Borrower.

         Section 1.19. Replacement of Notes. Upon receipt of evidence reasonably
satisfactory to the Borrower of the loss, theft, destruction or mutilation of
any Note and (a) in the case of any such loss, theft or destruction, upon
delivery of an indemnity agreement reasonably satisfactory to the Borrower
(provided, however, that if the holder of such Note is the original holder of
such Note or a financial institution with net capital, capital surplus and
undivided profits in excess of $50,000,000 its own agreement of indemnity shall
be deemed to be satisfactory), or (b) in the case of any such mutilation, upon
the surrender of such Note for cancellation, the Borrower will execute and
deliver, in lieu of such lost, stolen, destroyed, or mutilated Note, a new Note
of like tenor.

         Section 1.20. Replaced Lenders.

         (a) Upon the occurrence of any event requiring the payment of
additional sums by the Borrower pursuant to Section 1.11, 1.13 or 1.14 with
respect to any Lender, such Lender will, if requested by the Borrower, use
commercially reasonable efforts to designate another lending office for any
Loans or such Lender's interest in any Letters of Credit affected by such event.

         (b) Upon the occurrence of any event giving rise to the operation of
Section 1.11, 1.13 or 1.14 with respect to any Lender which results in such
Lender charging to the Borrower increased costs materially in excess of those
being charged generally by the other Lenders, or upon the occurrence of a Lender
Default which is not addressed to the reasonable satisfaction of the Borrower
within ten (10) Business Days, the Borrower shall have the right, so long as no
Event of Default then exists, to replace such Lender (the "Replaced Lender")
with one or more new lenders (each, a "New Lender") reasonably acceptable to the
Agent, provided that:

             (i) at the time of any replacement pursuant to this paragraph, the
         New Lender shall enter into one or more Assignment and Acceptances
         pursuant to paragraph (b) of Article XII (with all fees payable
         pursuant to such paragraph (b) to be paid by the New Lender), pursuant
         to which the New Lender shall acquire the Commitment and outstanding
         Loans of, and all of the interest in obligations and rights with
         respect to Letters of Credit of, the Replaced Lender, and in connection
         therewith shall pay to the Replaced Lender an amount equal to the
         principal amount of, and all accrued interest on, all outstanding Loans
         of the Replaced Lender; and


                                      -29-
<PAGE>

             (ii) all obligations of the Borrower owing to the Replaced Lender
         under the Loan Documents (other than those expressly described in the
         preceding subparagraph (i) in respect of which the assignment purchase
         price has been, or is concurrently being, paid) shall be paid in full
         to such Replaced Lender by the Borrower concurrently with such
         replacement.

Upon the execution of the respective Assignment and Acceptance, the payment of
the amounts referred to in subparagraphs (i) and (ii) above and delivery to the
New Lender of the appropriate replacement Notes executed by the Borrower, the
New Lender shall become a Lender hereunder and the Replaced Lender shall cease
to constitute a Lender hereunder, except with respect to indemnification
provisions applicable to the Replaced Lender under this Agreement, which shall
survive as to such Replaced Lender.

         II. SECURITY; SUBORDINATION; USE OF PROCEEDS.

         Section 2.01. Security for the Obligations; Subordination; Etc.

         (a) Collateral. Except as specified in Schedule 2.01(a) the Borrower's
obligations hereunder, under the Notes and in respect of any Rate Hedging
Obligations entered into with any Hedging Lenders shall be secured at all times
by:

             (i) the unconditional guaranty of each of the Subsidiaries
         (including the Finance Subsidiaries but excluding the Special Purpose
         Subsidiary) and the Parent (provided that the Parent's guaranty shall
         be non-recourse, except to the extent of the Collateral required to be
         provided by the Parent under subparagraph (v) below);

             (ii) a first priority perfected security interest in and lien upon
         all presently owned and hereafter acquired tangible and intangible
         personal property and fixtures of each of the Borrower and the
         Subsidiaries (including the Finance Subsidiaries but excluding the
         Special Purpose Subsidiary), including without limitation the MCT Note
         Documents and any other intercompany notes, obligations or agreements,
         subject only to (A) any prior Permitted Liens and (B) the exclusion of
         any FCC License or CATV Franchise, except to the extent (if any) that
         such a security interest is permitted or not prohibited by the
         Communications Act of 1934, as amended, and the rules, regulations and
         policies of the FCC or the laws governing such CATV Franchise, as
         applicable (but including, to the maximum extent permitted by law, all
         rights incident or appurtenant to any such FCC License or CATV
         Franchise including without limitation the right to receive all
         proceeds derived or arising from or in connection with the sale,
         assignment or transfer thereof);

             (iii) first mortgages on all presently owned and hereafter acquired
         real estate owned by each of the Borrower and the Subsidiaries, subject
         only to any prior Permitted Liens, together with mortgagee's title
         insurance policies acceptable to the Lenders;


                                      -30-
<PAGE>

             (iv) first priority perfected collateral assignments of or
         leasehold mortgages on all real estate leases in which any of the
         Borrower and the Subsidiaries now has or may in the future have an
         interest, subject only to any prior Permitted Liens, and such third
         party consents, lien waivers, non-disturbance agreements and estoppel
         certificates as the Agent shall reasonably require, together with
         mortgagee's title insurance policies acceptable to the Agent;

             (v) a first priority perfected collateral assignment and/or pledge
         of all of the issued and outstanding ownership interests of each of the
         Borrower and the Subsidiaries and all warrants, options and other
         rights to purchase such ownership interests; and

             (vi) without limiting the generality of Section 2.01(a)(i), first
         priority perfected collateral assignments of (i) all NRTC Member
         Agreements and any other satellite broadcasting distribution
         agreements, (ii) all CATV Franchises and (iii) all such management
         agreements, programming agreements, network affiliation agreements and
         agreements as the Agent shall reasonably deem necessary to protect the
         interests of the Lenders, together with such third party consents, lien
         waivers and estoppel certificates as the Agent shall reasonably
         require.

         (b) Subordination.

             (i) All existing and hereafter arising indebtedness of the Borrower
         and the Subsidiaries, if any, to Sellers which constitutes Permitted
         Seller Subordinated Debt shall be subordinated to any Indebtedness of
         the Companies to the Agent or the Lenders pursuant to subordination
         agreements substantially in the form of Schedule 2.01(b) with any
         material changes thereto to be satisfactory to the Required Lenders, in
         their sole discretion (each, a "Seller Subordination Agreement", and
         collectively, the "Seller Subordination Agreements"). Notwithstanding
         the foregoing, the consent of the Agent (in its sole discretion) shall
         be sufficient (without further approval by the Lenders) to approve
         revisions to such form necessary (i) to permit the issuance to any
         subordinated Seller of Junior Reorganization Securities and (ii) to
         waive the requirement that the promissory notes evidencing such
         Seller's Permitted Seller Subordinated Debt be pledged and delivered to
         the Agent as security.

             (ii) Without limiting the generality of Section 7.01, all existing
         and hereafter arising indebtedness of the Borrower and the Subsidiaries
         to the Parent and its other subsidiaries, including without limitation
         the Manager, shall be subordinated to any Indebtedness of the Companies
         to the Lenders pursuant to subordination agreements satisfactory in
         form and substance to the Required Lenders (each, an "Affiliate
         Subordination Agreement", and collectively, the "Affiliate
         Subordination Agreements").

         (c) Security Documents. All agreements and instruments described or
contemplated in this Section 2.01, together with any and all other agreements
and instruments heretofore or hereafter securing the Notes, the Rate Hedging
Obligations and the other Obligations or otherwise executed in connection with
this Agreement, are sometimes hereinafter referred to collectively as the


                                      -31-
<PAGE>

"Security Documents" and each individually as a "Security Document". The
Borrower agrees to execute and deliver any and all Security Documents, in form
and substance satisfactory to the Agent, and take such action as the Lenders may
reasonably request from time to time in order to cause the Agent and the Lenders
to be secured at all times as described in this Section.

         Section 2.02. Use of Proceeds. As of the Closing Date, the aggregate
Letter of Credit Exposure will be $41,681,402.21. The proceeds of the Loans
shall be used (a) to repay all existing Indebtedness under the Original
Agreement, including accrued interest and fees; (b) for distributions to PCC
permitted under Sections 5.04(b)(v), (vi) and (vii); (c) to repay existing
Indebtedness of DTS under the DTS Credit Agreement; (d) to repurchase or redeem
the Original Subordinated Notes; (e) to support the issuance of Letters of
Credit; (f) for working capital, Capital Expenditures and general corporate
purposes; and (g) subject to availability, to finance Permitted Acquisitions,
including Transaction Costs. Attached as Schedule 2.02 hereto is the Borrower's
current projection, as of the date hereof, of its sources and uses of proceeds
as of the Closing Date.

         III. CONDITIONS OF MAKING THE LOANS.

         Section 3.01. Conditions to this Agreement, the First Loans and
Additional Letters of Credit. The obligations of the Lenders to enter into this
Agreement, to make Loans to the Borrower and to issue Letters of Credit on the
Closing Date are subject to the following conditions:

         (a) Representations and Warranties. The representations and warranties
of the Borrower and its Affiliates set forth in this Agreement and in the other
Loan Documents shall be true and correct in all material respects on and as of
the date hereof and on the Closing Date and the Borrower shall have performed
all obligations which were to have been performed by it hereunder prior to the
Closing Date.

         (b) Loan Documents and Organizational Documents. The Borrower shall
have executed and/or delivered to the Agent (or shall have caused to be executed
and delivered to the Agent by the appropriate Persons), the following:

             (i) The Notes;

             (ii) All of the Security Documents, including without limitation
         all Uniform Commercial Code Financing Statements and Termination
         Statements and all Mortgages, amendments thereto, lessor consents and
         waivers and related title insurance policies, if any, required by the
         Agent or its counsel, in connection with the Borrower's compliance with
         the provisions of Section 2.01;

             (iii) Certified copies (attached as required in Part A of the form
         attached as Schedule 3.01) of the resolutions of the Board of Directors
         or other governing body of each Company, or of each Company's
         equityholders, managers, officers and/or corporate general partner, as


                                      -32-
<PAGE>

         the case may be, authorizing the execution and delivery of the Loan
         Documents to which it is a party;

             (iv) Copies of the Organizational Documents of each Company and
         each corporate general partner or manager of each Company, with any
         amendments thereto, certified (as applicable) by the appropriate
         Secretary of State and by the Secretary or an Assistant Secretary of
         such Company, general partner or manager (in each case, attached as
         required in Part A of the form attached as Schedule 3.01);

             (v) For each Company, certificates of legal existence and good
         standing (both as to corporate law, if applicable, and, if available,
         tax matters) issued as of a reasonably recent date by such Company's
         state of organization or formation and any other state in which such
         Company is authorized or qualified to transact business;

             (vi) No later than three (3) Business Days prior to the Closing
         Date, to the extent requested by the Agent, true and correct copies of
         all CATV Franchises, FCC Licenses, NRTC Member Agreements and other DBS
         Agreements, all other material governmental licenses, franchises and
         permits, all material CATV Franchise Consents, FCC Consents, NRTC
         Consents and other third party consents and all other material leases,
         contracts, agreements, instruments and other documents specified in
         Schedules 4.04, 4.07, 4.08, 4.12, 4.13, 4.20 and 4.23;

             (vii) Such Uniform Commercial Code, Federal tax lien and judgment
         searches with respect to the Companies and any other third parties as
         the Agent shall require, the results thereof to be satisfactory to the
         Agent;

             (viii) The Opening Balance Sheet;

             (ix) The Environmental Site Assessments and similar diligence
         referenced in Section 4.24 and Schedule 4.24;

             (x) Certificates of insurance evidencing the insurance coverage and
         policy provisions required in this Agreement; and

             (xi) Such other supporting documents and certificates as the Agent
         or the Lenders may reasonably request from time to time.

         (c) The DTS Merger. The Agent shall have received satisfactory evidence
of the consummation of the DTS Merger, including without limitation true and
complete copies of all relevant documents and evidence of all required filings
with Governmental Authorities.

         (d) Officer's Certificates as to Compliance, Documents, Etc. The
Borrower shall have provided to the Agent a compliance certificate substantially
in the form of Part B of the form attached as Schedule 3.01 hereto or such other
form as shall be satisfactory to the Agent, duly executed on behalf of the
Borrower by its chief executive officer or chief financial officer, certifying


                                      -33-
<PAGE>

as to satisfaction by the Borrower of the conditions to lending set forth in
this Section 3.01 and in Sections 3.02 and 3.03, if and as applicable, and,
specifically, as to certain matters specified therein.

         (e) No Material Adverse Change. As of the date hereof and as of the
Closing Date, and since December 31, 1998, no event or circumstance shall have
occurred which could have a Material Adverse Effect.

         (f) Company Counsel Opinions. The Agent shall have received:

             (i) the favorable written opinion of Drinker Biddle & Reath LLP
         (including opinions with respect to matters of local Pennsylvania law),
         counsel to the Parent and the Companies, dated as of the Closing Date,
         addressed to the Agent and the Lenders and reasonably satisfactory to
         the Agent in scope and substance;

             (ii) the favorable written opinions of special communications
         counsel to the Parent and the Companies with respect to both cable and
         broadcast matters, each dated as of the Closing Date, addressed to the
         Agent and the Lenders and reasonably satisfactory to the Lenders in
         scope and substance; and

             (iii) the favorable written opinions of special local counsel to
         the Companies in the States of Florida, Georgia, Maine, Mississippi,
         Tennessee, and the Commonwealth of Puerto Rico dated as of the Closing
         Date, addressed to the Agent and the Lenders and reasonably
         satisfactory to the Lenders in scope and substance.

         (g) Legal and Other Fees. As of the date hereof and as of the Closing
Date, all fees owed to the Agent, the Lenders and their respective Affiliates
under the Fee Agreements and all legal fees and expenses of counsel to the Agent
incurred through such date shall have been paid in full.

         (h) Review by Agent's Counsel. All legal matters incident to the
transactions hereby contemplated shall be reasonably satisfactory to counsel for
the Agent.

         Section 3.02. Acquisition Loans. Without in any way limiting the
discretion of the Required Lenders to approve or withhold approval (if required
hereunder) of any Acquisition or to impose additional conditions upon their
consent (if required hereunder) to such Acquisitions, the obligations of the
Lenders to make any Loans to finance any Permitted Acquisition (collectively,
"Acquisition Loans") are subject to the following conditions, in addition to
those set forth in Section 3.03:

         (a) Revolver Availability. After giving effect to any such Acquisition
Loans, the unutilized portion of the aggregate Adjusted Available Commitments
shall equal or exceed $25,000,000.


                                      -34-
<PAGE>

         (b) Acquisition Closing. The transactions contemplated by the
applicable Acquisition Agreement shall have been consummated (except for the
payment of that portion of the purchase price thereunder being paid with the
proceeds of Loans) substantially in accordance with the terms thereof and, in
any event, in a manner reasonably satisfactory to the Agent, including without
limitation the valid assumption by the acquiring Company of all liabilities of
the applicable Seller(s) in respect of the assets and properties transferred
under such Acquisition Agreement, other than liabilities not subject to
assumption under such Acquisition Agreement which are otherwise addressed in a
manner reasonably satisfactory to the Agent.

         (c) Conditions to Acquisition. All conditions set forth in Section
7.05(b) applicable to such Permitted Acquisition, including all conditions
imposed by the Required Lenders in giving their consent (if required hereunder)
to such Permitted Acquisition, shall have been satisfied and the Acquisition
Compliance Certificate required thereunder shall have been duly completed,
executed and delivered.

         (d) Pro Forma No Default. After giving effect to such Loans and the
application of the proceeds thereof, both as of the Credit Extension Date and,
on a pro forma basis, as of the last day of the most recently ended fiscal
quarter for which financial statements are required to be delivered to the
Lenders, and have been so delivered, under Section 6.05 of the Credit Agreement,
no Default shall have occurred (under Article V or otherwise) and be continuing.

         (e) General and Local Counsel Opinions.

             (i) In connection with an Acquisition involving the purchase or
         formation of a new Subsidiary and/or the execution of additional
         Security Documents or any other Loan Document, or otherwise, if
         reasonably required by the Agent, the Agent shall have received the
         favorable written opinions of (A) Drinker Biddle & Reath LLP and (B)
         special FCC counsel to the Companies (in the case of acquisitions of
         cable and broadcast television properties), in each case dated the date
         of such Loans, addressed to the Agent and the Lenders and substantially
         in the forms attached as Schedules 3.02(e)(i) and (ii) (subject to
         changes approved by the Agent), respectively.

             (ii) Only if reasonably requested in connection with the recording
         of any mortgages or similar instruments or any material issues of state
         law raised in connection with such Loans or the related Permitted
         Acquisition, the Agent shall have received the favorable opinion of
         local counsel to the Companies, dated the date of such Loans, addressed
         to the Agent and the Lenders and substantially in the form attached as
         Schedule 3.02(e)(iii) (subject to changes approved by the Agent).

         (f) Legal Fees. All reasonable legal fees and expenses of counsel to
the Agent incurred through the date of such Loans shall have been paid in full.

         (g) Review by Agent's Counsel. All legal matters incident to the
transactions hereby contemplated shall be reasonably satisfactory to counsel for
the Agent.


                                      -35-
<PAGE>

         Section 3.03. All Loans. The obligations of the Lenders to make any
Loans (including Loans made on the Closing Date, if any, and in respect of
Permitted Acquisitions consummated thereafter) and the obligation of the Issuing
Bank to issue any Letters of Credit are, in each case, subject to the following
conditions:

         (a) (i) All warranties and representations set forth in this Agreement
shall be true and correct in all material respects as of the applicable Credit
Extension Date, except to the extent they relate specifically to an earlier
specified date or are affected by transactions or events occurring after the
Closing Date and permitted or not prohibited hereunder;

             (ii) No Default shall have occurred and be continuing; and

             (iii) After giving effect to such Loans or to the issuance of such
         Letter of Credit and since December 31, 1998, no event shall have
         occurred and no circumstance shall exist that has had, or could
         reasonably be expected to have, a Material Adverse Effect.

Each telephonic or written request for Loans or for the issuance of a Letter of
Credit shall constitute a representation to such effect as of the date of such
request and as of the date of such borrowing.

         (b) After giving effect to such Loans or the issuance of such Letter of
Credit, no Default shall have occurred and be continuing.

         (c) The Agent shall have received a properly completed Loan Request or
Letter of Credit Request, and, if requested by the Agent, all such certified
financial calculations as the Agent shall reasonably require to substantiate the
current and pro forma certifications of leverage and no Default referred to in
such Loan Request or Letter of Credit Request and, if applicable, in Section
3.02(e).

         Section 3.04. Lender Approvals. For purposes of determining compliance
with the conditions precedent referred to in Sections 3.01, 3.02 and 3.03, on
the date of the first Loans hereunder, each of the Lenders shall be deemed to
have consented to, approved or accepted or be satisfied with each document or
other matter which is the subject of such Lender's consideration under any of
the provisions of such Sections, unless an officer of the Agent responsible for
the transactions contemplated by the Loan Documents shall have received notice
from such Lender prior to the first Loans hereunder specifying its objection
thereto and such Lender shall have failed to make available to the Agent such
Lender's ratable share of the first Loans.

         IV. REPRESENTATIONS AND WARRANTIES. The Borrower represents and
warrants to the Agent and the Lenders (which representations and warranties
shall give effect to the consummation of all of the transactions referred to in
Section 3.01 and shall survive the delivery of the Notes, the making of the
Loans and the issuance of all Letters of Credit) that:


                                      -36-
<PAGE>

         Section 4.01. Financial Statements. The Borrower has heretofore
furnished to the Lenders:

         (a) the various audited and unaudited balance sheets and related
statements of operations, equity and cash flow of the Parent, the Borrower and
the Borrower's Subsidiaries required to be delivered through the date hereof
under Section 6.05 of the Original Agreement (the "Financial Statements"); and

         (b) the September 30, 1999 Consolidated balance sheet of the Borrower
and the Subsidiaries showing their pro forma financial condition after the
consummation of any and all transactions contemplated to have occurred as of the
Closing Date, as if they occurred on such date, attached as Schedule 4.01(a)
(the "Opening Balance Sheet").

         The Financial Statements have been prepared in accordance with GAAP.
Since December 31, 1998, there has been no material adverse change in the
assets, properties, business or condition (financial or otherwise) of the Parent
or any of the Companies and, other than distributions permitted under the
Original Agreement, no dividends or distributions have been declared or paid by
the Parent or any of the Companies. Neither the Parent nor any of the Companies
has any contingent obligations, liabilities for taxes or unusual forward or
long-term commitments except as specified in such Financial Statements and
except for the Offering. The Opening Balance Sheet fairly represents the pro
forma financial condition of the Companies as of its date. All financial
projections submitted to the Lenders by the Borrower (including all projections
set forth in the Budget) are believed by the Borrower to be reasonable in light
of all information presently known by the Borrower. Except as set forth on
Schedule 4.01(b), as of the date of this Agreement, the Parent has no
Indebtedness. (Notwithstanding the foregoing, the representations set forth
above with respect to the Parent are made and, shall be deemed made, solely as
of the date hereof and the Closing Date.)

         Section 4.02. Organization, Qualification, Etc. Each of the Companies
(a) is a corporation, limited partnership or limited liability company, duly
organized or formed, validly existing and in good standing under the laws of its
state of organization or formation, all as specified in Schedule 4.02, (b) has
the power and authority to own its properties and to carry on its business as
now being conducted and as presently contemplated, (c) has the power and
authority to execute and deliver, and perform its respective obligations under,
this Agreement, the Notes and the Security Documents and all other Loan
Documents contemplated hereby and (d) is duly qualified to transact business in
the jurisdictions specified in such Schedule 4.02 and in each other jurisdiction
where the nature of its activities requires such qualification. As of the date
of this Agreement none of the Companies has any Subsidiaries, except as
described in Schedule 4.23.

         Section 4.03. Authorization; Compliance; Etc. The execution and
delivery of, and performance by the Companies of their respective obligations
under, this Agreement, the Notes, the Security Documents, the Acquisition
Agreements and the other agreements and instruments relating thereto (all of the
foregoing being hereinafter referred to collectively as the "Transaction
Documents") have been duly authorized by all requisite corporate, partnership


                                      -37-
<PAGE>

and membership action and will not violate any provision of law (including
without limitation the Communications Act of 1934, as amended, the Copyright
Revisions Act of 1976, as amended, the Rate Regulation Act, the Rate Regulation
Rules and all other rules, regulations, administrative orders and policies of
the FCC, the FAA and the Copyright Office), any order, judgment or decree of any
court or other agency of government, the Organizational Documents of any Company
or any indenture, agreement or other instrument to which any Company or the
Parent is a party, or by which any Company or the Parent is bound (including
without limitation the PCC Exchange Indenture, the PCC Exchange Notes, the PCC
1997 Indenture, the PCC 1997 Senior Notes, the PCC 1998 Indenture, the PCC 1998
Senior Notes, the Subordinated Debt Documents, the PCC Preferred Stock
Designation and any DBS Agreement), or be in conflict with, result in a breach
of, or constitute (with due notice or lapse of time or both) a default under, or
except as may be permitted under this Agreement, result in the creation or
imposition of any lien, charge or encumbrance of any nature whatsoever upon any
of the property or assets of any Company or the Parent pursuant to, any such
indenture, agreement or instrument. Each of the Transaction Documents
constitutes the valid and binding obligation of each of the Companies and their
Affiliates party thereto, enforceable against such party in accordance with its
terms, subject, however to bankruptcy, insolvency, reorganization, moratorium
and similar laws affecting the rights and remedies of creditors generally or the
application of principles of equity, whether in any action in law or proceeding
in equity, and subject to the availability of the remedy of specific performance
or of any other equitable remedy or relief to enforce any right under any such
agreement.

         Section 4.04. Governmental and Other Consents, Etc.

         (a) Except for filings and recordings required under Section 2.01 and
the Security Documents and except as set forth in Schedule 4.04, none of the
Companies or the Parent is required to obtain any consent, approval or
authorization from, to file any declaration or statement with or to give any
notice to, any Governmental Authority (including without limitation, any
Specified Authority), the NRTC, DirecTV, any Seller or any other Person
(including, without limitation, any notices required under the applicable bulk
sales law) in connection with or as a condition to the execution, delivery or
performance of any of the Transaction Documents. Except as set forth in such
Schedule 4.04, all consents, approvals and authorizations described in such
Schedule have been duly granted and are in full force and effect on the date
hereof and all filings described in such Schedule have been properly and timely
made.

         (b) Notwithstanding the foregoing, (i) from time to time, the Companies
may be required to obtain certain authorizations of or to make certain filings
with the FCC and local franchising authorities which are required in the
ordinary course of business, (ii) copies of certain documents, including without
limitation certain Transaction Documents, may be required to be filed with the
FCC pursuant to 47 C.F.R. ss.73.3613 and with local franchising authorities,
(iii) the FCC must be notified of the consummation of any assignments or
transfers of control of FCC authorizations for any television broadcast stations
and ownership reports are required to be filed with the FCC after such
consummation pursuant to 47 C.F.R. ss.73.3615, and similar requirements of local
franchising authorities exist under state and local law, and (iv) prior to the
exercise of certain rights or remedies under the Loan Documents by the Agent or
the Lenders, FCC consents and notifications and similar actions with respect to


                                      -38-
<PAGE>

local franchising authorities with respect to such exercise may be required to
be timely obtained or made.

         Section 4.05. Litigation. Except as specified in Schedule 4.05, there
is no action, suit or proceeding at law or in equity or by or before any
Governmental Authority (including without limitation any Specified Authority)
now pending or, to the knowledge of the Borrower, threatened (nor is any basis
therefor known to the Borrower), (a) which questions the validity of any of the
Transaction Documents, or any action taken or to be taken pursuant hereto or
thereto, in a manner or to an extent which could reasonably be expected to have
a Material Adverse Effect, or (b) against or affecting any Company or the Parent
which, if adversely determined, either in any case or in the aggregate, would
have a Material Adverse Effect.

         Section 4.06. Compliance with Laws and Agreements. Except as disclosed
in this Agreement, none of the Companies is a party to any agreement or
instrument or subject to any corporate, partnership or other restriction which
could have a Material Adverse Effect. None of the Companies or the Parent is in
violation of any provision of its Organizational Documents or of any material
indenture, agreement or instrument to which it is a party or by which it is
bound (including without limitation the PCC Exchange Indenture, the PCC Exchange
Notes, the PCC 1997 Indenture, the PCC 1997 Senior Notes, the PCC 1998
Indenture, the PCC 1998 Senior Notes, the Subordinated Debt Documents, the PCC
Preferred Stock Designation and any DBS Agreement) or, to the best of the
Borrower's knowledge and belief, of any provision of law (including without
limitation the Communications Act of 1934, as amended, the Copyright Revisions
Act of 1976, as amended, the Rate Regulation Act, the Rate Regulation Rules and
all other rules, regulations, administrative orders and policies of the FCC, the
FAA and the Copyright Office), the violation of which could have a Material
Adverse Effect, or any order, judgment or decree of any court or other
Governmental Authority (including without limitation any Specified Authority).
Without limiting the generality of the foregoing, all of the Obligations (a) are
permitted under, and do not and will not violate, the PCC Preferred Stock
Designation, the PCC Exchange Indenture, the PCC Exchange Notes, the PCC 1997
Indenture, the PCC 1997 Senior Notes, the PCC 1998 Indenture, the PCC 1998
Senior Notes and the Subordinated Debt Documents, (b) constitute "Senior Debt"
and, with the exception of Rate Hedging Obligations, "Designated Senior Debt"
under the Subordinated Indenture, (c) constitute "Eligible Indebtedness" under
the PCC Exchange Indenture, the PCC 1997 Indenture and the PCC 1998 Indenture
and (d) with the exception of Rate Hedging Obligations, are hereby designated as
"Designated Senior Debt" under the Subordinated Indenture.

         Section 4.07. Franchises.

         (a) Schedule 4.07 sets forth a complete and correct list of all CATV
Franchises (identified by issuing authority, Franchise Area, franchisee and
expiration date) granted, issued or assigned to any Company as of the Closing
Date. The Companies possess all such CATV Franchises and all copyrights,
licenses, trademarks, service marks, trade names and other contract rights,
including licenses and permits granted by the FCC, agreements with public
utilities and microwave transmission companies, pole or conduit attachment, use,
access or rental agreements, utility easements and agreements the delivery of
pay programming to subscribers that are necessary for the operation and planned
expansion of the Systems, free and clear of any Liens other than Permitted


                                      -39-
<PAGE>

Liens, except to the extent the absence thereof could not reasonably be expected
to have a Material Adverse Effect. Each of such CATV Franchises, copyrights,
licenses, patents, trademarks, service marks, trade names and other rights and
agreements is in full force and effect and no material default has occurred and
is continuing thereunder.

         (b) No approval, application, filing, registration, consent or other
action of any Governmental Authority (including any Specified Authority) is
required to enable any Company to take advantage of the rights and privileges
intended to be conferred by the CATV Franchises, except for approvals,
applications, filings, registrations, consents or other actions that (if not
made or obtained) could not reasonably be expected to have a Material Adverse
Effect. None of the Companies has received any notice with respect to any breach
of any covenant under, or any default with respect to, any CATV Franchise.
Complete and correct copies of all CATV Franchises have heretofore been
delivered to the Agent.

         Section 4.08. Licenses. Schedule 4.08 accurately and completely lists
all Licenses (identified by issuing authority, licensee, Station call letters
and expiration date) granted, issued or assigned to any Company as of the date
hereof. Each FCC License is held by a License Company. The Companies hold all
such Licenses and all copyrights, licenses, trademarks, service marks, trade
names and other contract rights, including agreements with public utilities,
use, access or rental agreements, utility easements, network affiliation
agreements, film rental agreements and talent employment agreements that are
necessary for the operation of the Stations, free and clear of any Liens other
than Permitted Liens, except to the extent the absence thereof could not
reasonably be expected to have a Material Adverse Effect. Each of such Licenses,
copyrights, licenses, patents, trademarks, service marks, trade names and other
rights and agreements is in full force and effect and no material default by any
Company has occurred and is continuing thereunder. As of the date hereof, except
as limited by the provisions of the Communications Act of 1934, as amended, and
the FCC's rules and regulations and as otherwise specified on the face of any
FCC License, none of the FCC Licenses is subject to any restriction or condition
that would limit in any material respect the operation of the business as it is
now conducted. Except as specified in Schedule 4.08, (a) there is not, as of the
date hereof, pending or to, the knowledge of the Borrower threatened any action
by or before the FCC to revoke, cancel, rescind or modify (including a reduction
in coverage area) any of the FCC Licenses (other than proceedings to amend FCC
rules of general applicability) or refuse to renew the FCC Licenses, and (b)
there is not now issued or outstanding, pending or, to the knowledge of the
Borrower threatened by or before the FCC, any order to show cause, notice of
violation, notice of apparent liability, or notice of forfeiture or complaint
against Borrower and or any of its Subsidiaries with respect to any of the FCC
Licenses. Except as specified in Schedule 4.08, none of the FCC Licenses is the
subject of a pending license renewal application and the Borrower has no reason
to believe that any of the FCC Licenses will be revoked or will not be renewed
in the ordinary course.

         Section 4.09. The Systems.

         (a) Each of the Companies and the Systems are in compliance with all
applicable federal, state and local laws, rules and regulations, including
without limitation the Telecommunications Act of 1996, the Communications Act of


                                      -40-
<PAGE>

1934, as amended, the Cable Communications Policy Act of 1984, the Cable
Television Consumer Protection and Competition Act of 1992, the Copyright
Revisions Act of 1976, and the rules and policies of the FCC, the FAA and the
Copyright Office, including without limitation rules, regulations and laws
governing system registration, use of aeronautical frequencies and signal
carriage, equal employment opportunity, cumulative leakage index testing and
reporting, signal leakage and subscriber privacy, except to the extent that the
failure to so comply could not (either individually or in the aggregate)
reasonably be expected to have a Material Adverse Effect. Without limiting the
generality of the foregoing (except to the extent that the failure to comply
with any of the following could not, either individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect):

             (i) the communities included in the Franchise Areas have been
         registered with the FCC;

             (ii) all of the annual performance tests on the Systems required
         under the rules and policies of the FCC have been performed and the
         results of such tests demonstrate satisfactory compliance with the
         applicable requirements being tested in all material respects;

             (iii) the Companies have filed all material reports and other
         submissions required to be filed with the FCC with respect to the
         Systems and their operations;

             (iv) the Systems currently meet or exceed the technical standards
         set forth in the rules and policies of the FCC, including, without
         limitation, the leakage limits contained in 47 C.F.R. Section
         76.605(a)(11);

             (v) the channel capacities of the MCT Systems have a capacity of
         60-channels; the San German System has a capacity of 50 channels; the
         Aguadilla System has a capacity of 62 channels; and each System is
         fully addressable or capable thereof and delivers picture quality that
         complies in all material respects with applicable FCC requirements and
         the requirements of the applicable CATV Franchises;

             (vi) the Systems are being operated in compliance with the
         provisions of 47 C.F.R. Sections 76.610 through 76.619 (mid-band and
         super-band signal carriage), including 47 C.F.R. Section 76.611
         (compliance with the cumulative signal leakage index);

             (vii) the Systems are being operated in compliance with the
         requirements of the applicable CATV Franchises;

             (viii) where required, appropriate authorizations from the FCC have
         been obtained for the use of all aeronautical frequencies in use in the
         Systems and the Systems are presently being operated in compliance with
         such authorizations;


                                      -41-
<PAGE>

             (ix) all of the existing towers used in the operation of the
         Systems are obstruction-marked and lighted to the extent required by,
         and in accordance with, the rules and regulations of the FAA and
         appropriate notification to the FAA has been filed for each such tower
         where required by the Rules and policies of the FCC, and all other
         required certificates, permits and clearances from Governmental
         Authorities, including the FAA, with respect to all towers, earth
         stations, business radios and frequencies utilized and carried by the
         Systems have been obtained; and

             (x) all notices to subscribers of the Systems required by the rules
         and policies of the FCC have been provided.

         (b) All notices, statements of account, supplements and other documents
required under Section 111 of the Copyright Act of 1976 and under the rules of
the Copyright Office with respect to the carriage of off-air signals by the
Systems have been duly filed, and the proper amount of copyright fees have been
paid on a timely basis, and each System qualifies for the compulsory license
under Section 111 of the Copyright Act of 1976, except to the extent that the
failure to so file or pay could not (either individually or in the aggregate)
reasonably be expected to have a Material Adverse Effect.

         (c) The carriage of all off-air signals by the Systems to be owned by
the Companies is permitted by valid transmission consent agreements or by
must-carry elections by broadcasters, except to the extent the failure to obtain
any of the foregoing could not (either individually or in the aggregate)
reasonably by expected to have a Material Adverse Effect.

         (d) Each of the Companies has complied with its respective obligations
with regard to protecting the privacy rights of any past or present customers of
the Systems, except to the extent that the failure to so comply could not
(either individually or in the aggregate) reasonably be expected to have a
Material Adverse Effect.

         (e) None of the Companies which owns the Systems has been denied EEO
certification by the FCC, and no FCC proceedings against any such Company in
respect of EEO violation are pending or, to the Borrower's best knowledge,
threatened, which, if resolved adversely to the Companies, could reasonably be
expected (either individually or in the aggregate) to have a Material Adverse
Effect.

         (f) The assets of the Systems are adequate and sufficient in all
material respects for all of the current operations of the Systems.

         Section 4.10. Rate Regulation. Each of the Companies has reviewed and
evaluated in detail the FCC rules currently in effect (the "Rate Regulation
Rules") implementing the rate regulation provisions of the Cable Television
Consumer Protection and Competition Act of 1992 as amended by the
Telecommunications Act of 1996 (as so amended, the "Rate Regulation Act"). Based
upon such review and completion by the Companies of all applicable worksheets
contemplated by the Rate Regulation Rules for each System, and except as set
forth in Schedule 4.10:


                                      -42-
<PAGE>

         (a) The Systems are in material compliance with the Rate Regulation Act
and the Rate Regulation Rules applicable to them; and

         (b) The Systems are owned by Companies which are "small cable
operators" as defined by the Telecommunications Act of 1996. As such, the Cable
Programming Services Tier rates of the Systems have been deregulated and the
Basic Service Tier rates of the Systems with Basic-only rates have likewise been
deregulated. Schedule 4.10 lists all pending rate proceedings before the FCC and
any local franchising authorities that have jurisdiction over the Company.
Schedule 4.10 also sets forth FCC and local franchising authority orders
approving the Companies' rates.

         Section 4.11. The Stations.

         (a) Each of the Companies and the Stations is in compliance with all
applicable federal, state and local laws, rules and regulations, including
without limitation, the Telecommunications Act of 1996, the Communications Act
of 1934, as amended, and the rules and policies of the FCC and all rules and
laws governing equal employment opportunity, except to the extent that the
failure to so comply could not (either individually or in the aggregate)
reasonably be expected to have a Material Adverse Effect. Without limiting the
generality of the foregoing (except to the extent that the failure to comply
with any of the following could not, either individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect):

             (i) the Companies have filed all material reports and other
         submissions required to be filed with the FCC by the Companies or any
         of them with respect to the Stations and their operations;

             (ii) the operation of the Stations is in compliance in all material
         respects with ANSI Standards C95.1-1982 to the extent required under
         applicable rules and regulations;

             (iii) all of the existing towers used in the operation of the
         Stations are obstruction-marked and lighted to the extent required by,
         and in accordance with, the rules and regulations of the FAA and
         appropriate notification to the FAA has been filed for each such tower
         where required by the rules and policies of the FCC;

             (iv) the Stations are in compliance with Part V of Title VI of the
         Communications Act of 1934, as amended, as well as any and all rules
         and policies adopted by the FCC to implement said Part V;

             (v) the Stations are being operated in compliance with the
         applicable Licenses; and


                                      -43-
<PAGE>

             (vi) the Stations are in compliance with the provisions of the
         Communications Decency Act of 1996 in effect, as well as any and all
         FCC rules and policies in effect to implement such Act.

         (b) No FCC proceedings against any of the Companies in respect of EEO
violations are pending or, to the Borrower's best knowledge, threatened.

         (c) The assets of the Stations are adequate and sufficient for all of
the current operations of the Stations as contemplated as of the date hereof.

         Section 4.12. DBS Rights. Schedule 4.12 accurately and completely lists
all DBS Agreements, including without limitation all NRTC Member Agreements, to
which any Company is a party as of the date hereof, and all areas in which any
Company distributes DIRECTV and other DBS services thereunder. The DBS
Subsidiaries possess all such DBS Agreements, all exclusive DBS Rights and all
copyrights, licenses, trademarks, service marks, trade names and other contract
rights necessary for the operation of the Companies' DBS businesses, including
the distribution of DBS services, free and clear of any Liens other than
Permitted Liens, except to the extent the absence of such rights could not
reasonably be expected to have a Material Adverse Effect. Each of such DBS
Agreements, copyrights, licenses, trademarks, service marks, trade names and
other contract rights is in full force and effect and no material default has
occurred and is continuing thereunder.

         Section 4.13. Title to Properties; Condition of Properties.

         (a) Schedule 4.13 sets forth a description of all real properties owned
or leased by the Companies. The Companies have good title to all of their
properties and assets free and clear of all Liens (other than FCC restrictions
on the transfer of equity interests or FCC Licenses) of any kind, except
Permitted Liens.

         (b) Schedule 4.13 accurately and completely lists, and sets forth a
description of, all agreements between any Company and any Person relating to
the location of (i) headend sites used in the operation of the Systems (the
"Headend Site Leases"), (ii) tower and transmitter sites used in the operation
of the Stations (the "Tower Site Leases") and (iii) offices, studios and other
facilities, and the same constitute the only Headend Site Leases, Tower Site
Leases and other leases necessary in connection with the conduct by the
Companies of their businesses as presently conducted. Each of the Companies
enjoys quiet possession under all leases (including without limitation the
Headend Site Leases and the Tower Site Leases) to which it is a party as lessee,
and all of such leases are valid, subsisting and in full force and effect. None
of such leases contains any provision restricting the incurrence of indebtedness
by the lessee.

         (c) Except as specified in such Schedule 4.13, none of the improved
real property owned or leased by any Company that is required to be mortgaged
under Section 2.01(a) is situated in a flood zone designated as type "A", "B" or
"V" by the U.S. Department of Housing and Urban Development.


                                      -44-
<PAGE>

         Section 4.14. Interests in Other Businesses. Except as reflected in
Schedule 4.14 or Schedule 4.23 hereto, none of the Companies holds or owns any
of the issued and outstanding capital stock, partnership interests, membership
interests or similar equity interests, or any rights to acquire the same, of any
corporation, partnership, limited liability company, firm or entity other than
as specified or permitted in this Agreement.

         Section 4.15. Solvency.

         (a) The aggregate amount of the full saleable value of the assets and
properties of each Company exceeds the amount that will be required to be paid
on or in respect of such Company's existing debts and other liabilities
(including contingent liabilities) as they mature.

         (b) No Company's assets and properties constitute unreasonably small
capital for such Company to carry out its business as now conducted and as
proposed to be conducted, including such Company's capital needs, taking into
account the particular capital requirements of such Company's business and the
projected capital requirements and capital availability thereof.

         (c) The Companies do not intend to, nor will the Companies, incur debts
beyond their ability to pay such debts as they mature, taking into account the
timing and amounts of cash reasonably anticipated to be received by each Company
and the amounts of cash reasonably anticipated to be payable on or in respect of
each Company's obligations. The Companies' aggregate cash flow, after taking
into account all anticipated sources and uses of cash, will at all times be
sufficient to pay all such amounts on or in respect of their indebtedness when
such amounts are required to be paid.

         (d) The Borrower believes that no reasonably anticipated final judgment
in a pending action or, to its knowledge, any threatened actions for money
damages will be rendered at a time when, or in an amount such that, any Company
will be unable to satisfy such judgments promptly in accordance with their terms
(taking into account the maximum reasonable amount thereof and the earliest
reasonable time at which such judgments might be rendered). The cash available
to each Company, after taking into account all other anticipated uses of cash
(including the payment of all such Company's indebtedness) is anticipated to be
sufficient to pay any such judgments promptly in accordance with their terms.

         (e) No Company is contemplating either the filing of a petition by it
under any state or federal bankruptcy or insolvency laws or the liquidating of
all or a substantial portion of its property, and the Borrower has no knowledge
of any Person contemplating the filing of any such petition against any Company.

         Section 4.16. Full Disclosure. No statement of fact made by or on
behalf of any Person other than the Lenders in this Agreement, the Security
Documents or in any certificate or schedule furnished to the Lenders pursuant
hereto or thereto contains any untrue statement of a material fact or omits to
state any material fact necessary to make statements contained therein or herein
not misleading. There is no fact presently known to the Borrower which has not


                                      -45-
<PAGE>

been disclosed to the Lenders in writing which has had or, as far as the
Borrower can reasonably foresee, could have a Material Adverse Effect, other
than facts and circumstances generally known within the cable television,
broadcast television and DBS industries.

         Section 4.17. Margin Stock. The Companies do not own or have any
present intention of acquiring any "margin stock" within the meaning of
Regulation U (12 CFR Part 221), of the Board of Governors of the Federal Reserve
System (herein called "Margin Stock").

         Section 4.18. Tax Returns. Each of the Companies has filed all federal,
state and local tax and information returns required to be filed, and has paid
or made adequate provision for the payment of all material federal, state and
local taxes, franchise fees, charges and assessments shown thereon.

         Section 4.19. Pension Plans, Etc.

         (a) Except as described in Schedule 4.19, neither the Borrower nor any
member of the Controlled Group has any pension, profit sharing or other similar
plan providing for a program of deferred compensation to any employee.

         (b) Neither the Borrower nor any member of the Controlled Group has any
material liability (i) under Section 412 of the Code for failure to satisfy the
minimum funding requirements for pension plans, (ii) as the result of the
termination of a defined benefit plan under Title IV of ERISA, (iii) under
Section 4201 of ERISA for withdrawal or partial withdrawal from a multiemployer
plan, or (iv) for participation in a prohibited transaction with an employee
benefit plan as described in Section 406 of ERISA and Section 4975 of the Code.

         Section 4.20. Material Agreements. Except for matters disclosed in
Schedule 4.07, 4.08, 4.12, 4.13 and 4.23, Schedule 4.20 hereto accurately and
completely lists all agreements, if any, among the equityholders of the Borrower
or any of the Subsidiaries and all material, acquisition, construction,
engineering, management, consulting, film rental, time brokerage, local
marketing network affiliation, employment and other agreements, if any, which
are reasonably necessary for the operation of the business of the Borrower and
the Subsidiaries, including without limitation the acquisition, construction,
extension and/or operation of the Systems and the Stations and the distribution
of DBS services. Each of the foregoing agreements is in full force and effect;
no material default by any party thereto has occurred and is continuing
thereunder; and the Borrower has provided true and complete copies thereof to
the Agent and its counsel. In addition, the Companies are in compliance with all
requirements set forth in the definition of "Permitted LMA" and applicable to
each LMA to which any Company is a party.

         Section 4.21. Projections. Attached as Schedule 4.21 are projections of
the operation of the Companies' businesses through December 31, 2005 (the
"Projections").

         Section 4.22. Brokers, Etc. None of the Companies has dealt with any
broker, finder, commission agent or other similar Person in connection with the
Loans or the transactions contemplated by this Agreement or is under any


                                      -46-
<PAGE>

obligation to pay any broker's fee, finder's fee or commission in connection
with such transactions.

         Section 4.23. Capitalization. Attached as Schedule 4.23 is a
description of the ownership relationships among the Companies, the Parent and
the other Parent Affiliates, showing, as to the Companies, accurate ownership
percentages of the equityholders of record and accompanied by a statement of
authorized and issued Equity Securities for each such entity as of the date
hereof. Such Schedule 4.23 also states, as of the date hereof (a) which Equity
Securities, if any, carry preemptive rights; (b) to the best of the Borrower's
knowledge whether there are any outstanding subscriptions, warrants or options
to purchase any Equity Securities; (c) whether any Company is obligated to
redeem or repurchase any of its Equity Securities, and the details of any such
committed redemption or repurchase; and (d) any other agreement, arrangement or
plan to which any Company is a party or participant or of which any Company has
knowledge which will directly or indirectly affect the capital structure of the
Companies. All such Equity Securities of the Companies are validly issued and
fully paid and non-assessable, and owned as set forth on such Schedule 4.23. All
such Equity Securities of the Companies are owned, legally and beneficially,
free of any Lien, except for Permitted Liens and restrictions on transfer
imposed by applicable securities laws indicated on the certificates evidencing
such shares or as may be imposed by the FCC or local franchising authorities.

         Section 4.24. Environmental Compliance.

         (a) To the best of the Borrower's knowledge, all real property leased,
owned, controlled or operated by the Companies (the "Properties") and their
existing and, to the best of the Borrower's knowledge, prior uses and activities
thereon, including, but not limited to, the use, maintenance and operation of
each of the Properties and all activities in conduct of business related thereto
comply and have at all times complied in all material respects with all
Environmental Laws.

         (b) None of the Companies and, to the best of the Borrower's knowledge,
no previous owner, tenant, occupant or user of any of the Properties or any
other Person, has engaged in or permitted any operations or activities upon any
of the Properties for the purpose of or in any way involving the handling,
manufacture, treatment, storage, use, generation, release, discharge, refining,
dumping or disposal of a material amount of any Hazardous Materials the removal
of which is required or the maintenance of which is prohibited or penalized.

         (c) To the best of the Borrower's knowledge, no Hazardous Material has
been or is currently located in, on, under or about any of the Properties in a
manner which materially violates any Environmental Law or which requires cleanup
or corrective action of any kind under any Environmental Law.

         (d) No notice of violation, lien, complaint, suit, order or other
notice or communication concerning any alleged violation of any Environmental
Law in, on, under or about any of the Properties has been received by any
Company or, to the best of the Borrower's knowledge, any prior owner or occupant
of any of the Properties which has not been fully satisfied and complied with in


                                      -47-
<PAGE>

a timely fashion so as to bring such Property into full compliance with all
Environmental Laws.

         (e) The Companies have all permits and licenses required under any
Environmental Law to be issued to them by any Governmental Authority on account
of any or all of its activities on any of the Properties, except to the extent
that the absence of any such permit or license has had, or could have, a
Material Adverse Effect, and are in material compliance with the terms and
conditions of such permits and licenses. To the best of the Borrower's
knowledge, no change in the facts or circumstances reported or assumed in the
application for or granting of such permits or licenses exist, and such permits
and licenses are in full force and effect.

         (f) No portion of any of the Properties has been listed, designated or
identified in the National Priorities List (NPL) or the CERCLA information
system (CERCLIS), both as published by the United States Environmental
Protection Agency, or any similar list of sites published by any Federal, state
or local authority proposed for or requiring cleanup, or remedial or corrective
action under any Environmental Law.

         (g) The Borrower, at its expense, has provided to the Agent and the
Lenders a governmental environmental records search for each of the Properties
designated on Schedule 4.24 (collectively the "Environmental Data Reports"),
prepared by an environmental consulting firm of national reputation reasonably
satisfactory to the Agent. Each of the Environmental Data Reports provided to
the Agent and the Lenders is, to the best of the Borrower's knowledge, true and
accurate in all material respects. In addition, if requested by the Agent, the
Borrower has provided to the Agent and the Lenders true and accurate responses
to the Agent's Environmental Questionnaire (each an "Environmental
Questionnaire") as to each of the other Properties.

         Section 4.25. Investment Company Act. None of the Companies is an
"investment company" within the meaning of the Investment Company Act of 1940,
as amended, or a "holding company," or a "subsidiary company" of a "holding
company," or an "affiliate" of a "holding company," or of a "subsidiary company"
of a "holding company," within the meaning of the Public Utility Holding Company
Act of 1935, as amended.

         Section 4.26. Labor Matters. No Company is experiencing any strike,
labor dispute, slow down or work stoppage due to labor disagreements which has
had, or could reasonably be expected to have, a Material Adverse Effect; there
is no such strike, dispute, slow down or work stoppage threatened against any
Company, to the best of the Borrower's knowledge, none of the Companies is
subject to any collective bargaining or similar arrangements.

         Section 4.27. Delaware Code Provisions. None of the Organizational
Documents of the Companies contains any provision similar to those set forth in
Section 102(b)(2) of Title 8 of the Delaware Code.


                                      -48-
<PAGE>

         Section 4.28. Year 2000 Compliance.

         (a) The Borrower has taken all actions necessary to ensure that the
Year 2000 Risk will not have a Material Adverse Effect. All of the Companies are
Year 2000 Compliant. As used in this Section,

             (i) the "Year 2000 Risk" shall mean the risk that computer
         applications used by the Companies and/or their suppliers, vendors and
         customers may be unable to recognize and perform without error
         date-sensitive functions involving certain dates prior to and any date
         after December 31, 1999;

             (ii) "At-Risk Equipment" shall mean all computer systems and other
         material equipment containing embedded microchips, if such systems or
         other equipment is owned or operated by the Companies or any of them or
         used or relied upon in the conduct of any Company's business, including
         any such computer systems and other equipment supplied by others or
         with which any Company's computer systems interface; and

             (iii) "Year 2000 Compliant" shall mean, with regard to the
         Companies, that all At-Risk Equipment is able to interpret and
         manipulate data on and involving all calendar dates correctly,
         including in relation to dates on and after January 1, 2000, and
         without having a Material Adverse Effect or resulting in a Default.

         (b) Any and all reprogramming required to address the Year 2000 Risk
and assure the proper functioning (to the extent that such proper functioning
would otherwise be impaired by the occurrence of the year 2000) on and after
January 1, 2000 of all At-Risk Equipment and the testing of all reprogrammed
At-Risk Equipment, has been completed.

         (c) The costs which the Companies have incurred to reprogram and test
the At-Risk Equipment and to address the reasonably foreseeable consequences to
the Companies of any improper functioning of the At-Risk Equipment due to the
Year 2000 Risk have not resulted, and could not reasonably be expected to
result, in a Default and have not had, and could not reasonably be expected to
have, a Material Adverse Effect. Except for any reprogramming referred to above,
the Companies' computer systems are and, with ordinary course upgrading and
maintenance, will continue for the term of this Agreement to be, appropriate for
the conduct of the Companies' businesses as currently conducted in all material
respects.

         V. FINANCIAL COVENANTS. The Borrower covenants and agrees that, so long
as any Lender has any obligation to extend credit to the Borrower hereunder, and
for so long thereafter as there remains outstanding any portion of any
Obligation, whether now existing or arising hereafter, the Borrower and its
Subsidiaries (other than the Special Purpose Subsidiary, except with respect to
Section 5.05) will (on a Consolidated basis):

         Section 5.01. Leverage.

         (a) PCC Leverage. At all times, maintain a PCC Leverage Ratio which is
less than 7.00:1.00.


                                      -49-
<PAGE>

         (b) Borrower Leverage. At all times during each period indicated below,
maintain a ratio of Total Funded Debt to Annualized EBITDA (the "Borrower
Leverage Ratio") for the most recently ended fiscal quarter for which financial
statements have been, or are required to have been, delivered under Section
6.05(b) of not more than the following:

              Period                                           Maximum Ratio
              ------                                           -------------
The Closing Date through June 29, 2001                          4.00:1.00
June 30, 2001 through December 30, 2001                         3.75:1.00
December 31, 2001 through June 29, 2002                         3.50:1.00
June 30, 2002 through December 30, 2002                         3.00:1.00
December 31, 2002 through June 29, 2003                         2.50:1.00
June 30, 2003 through December 30, 2003                         2.00:1.00
December 31, 2003 and thereafter                                1.50:1.00

For purposes of this covenant, Annualized EBITDA shall be determined on a pro
forma basis after giving effect to all Acquisitions and Dispositions made by the
Companies at any time during the applicable fiscal periods, in each case as if
such Acquisitions and Dispositions had occurred at the beginning of such fiscal
period and calculated in a manner reasonably satisfactory to the Agent..

         (c) Churn Adjusted Borrower Leverage Ratio. At all times during each
period indicated below, maintain a ratio of (i) Total Funded Debt to (ii) (A)
Annualized EBITDA for the most recently ended fiscal quarter for which financial
statements have been, or are required to have been, delivered under Section
6.05(b), minus (B) Cost of Churn for the most recently ended period of four (4)
fiscal quarters for which financial statements have been, or are required to
have been, delivered under Section 6.05(b) (the "Churn Adjusted Borrower
Leverage Ratio"), of not more than the following:

              Period                                           Maximum Ratio
              ------                                           -------------
The Closing Date through June 29, 2001                          5.25:1.00
June 30, 2001 through December 30, 2001                         4.75:1.00
December 31, 2001 through June 29, 2002                         4.50:1.00
June 30, 2002 through December 30, 2002                         4.00:1.00
December 31, 2002 through June 29, 2003                         3.50:1.00
June 30, 2003 through December 30, 2003                         3.00:1.00
December 31, 2003 and thereafter                                2.50:1.00

For purposes of this covenant, Annualized EBITDA shall be determined on a pro
forma basis after giving effect to all Acquisitions and Dispositions made by the
Companies at any time during the applicable fiscal periods, in each case as if
such Acquisitions and Dispositions had occurred at the beginning of such fiscal
period and calculated in a manner reasonably satisfactory to the Agent.


                                      -50-
<PAGE>

         Section 5.02. Interest Coverage. For each fiscal quarter ending on the
Quarterly Dates indicated below, maintain a ratio of EBITDA to Total Interest
Expense (the "Interest Coverage Ratio") of at least the following:


         Quarterly Date                                       Minimum Ratio
         --------------                                       -------------
March 31, 2000 through September 30, 2000                       2.50:1.00
December 31, 2000 through September 30, 2001                    3.25:1.00
December 31, 2001 through September 30, 2002                    4.00:1.00
December 31, 2002 through September 30, 2003                    4.75:1.00
December 31, 2003 and each Quarterly Date thereafter            5.50:1.00

         Section 5.03. Fixed Charge Coverage. For each period of four (4) fiscal
quarters ended on the Quarterly Dates indicated below, maintain a ratio of
Annualized EBITDA to Fixed Charges (the "Fixed Charge Coverage Ratio") of at
least the following:


         Quarterly Date                                       Minimum Ratio
         --------------                                       -------------
December 31, 2000 through September 30, 2001                    1.00:1.00
December 31, 2001 through September 30, 2002                    1.25:1.00
December 31, 2002 through September 30, 2003                    1.60:1.00
December 31, 2003 through June 30, 2004                         1.90:1.00
September 30, 2004 and each Quarterly Date thereafter           1.05:1.00

         Section 5.04. Restricted Payments. Not directly or indirectly declare,
order, pay or make any Restricted Payment or set aside any sum or property
therefor except as follows:

         (a) The Companies may pay monthly Management Fees to the Manager;
provided that (i) such payments shall be subject to the applicable Affiliate
Subordination Agreement and (ii) such payments shall not exceed, during any
period of twelve (12) consecutive months, the actual cost of providing
management and administrative support services to the Companies for such period.

         (b) Subject to the provisions of the Affiliate Subordination
Agreements:

             (i) The Subsidiaries may (A) pay dividends and make distributions
         to the Borrower or other Subsidiaries holding equity interests in the
         payor, (B) repay indebtedness owed to the Borrower or to Subsidiaries
         other than MCT and MCT Cablevision, Ltd. and (C) make intercompany
         loans to one another subject to the limitations set forth in Section
         7.05.

             (ii) The Subsidiaries may repay Indebtedness owed to the Borrower
         or to Subsidiaries.


                                      -51-
<PAGE>

             (iii) The Subsidiaries may pay lease payments to Pegasus Towers,
         Inc. in respect of the tower leases in effect on the date hereof, and
         any renewals thereof.

             (iv) The Borrower may (A) make regularly scheduled payments (but
         not prepayments) of interest under the Original Subordinated Notes and
         (B) repurchase or redeem the Original Subordinated Notes in full as
         provided in Section 2.02 with the proceeds of Loans permitted under
         Section 3.03 or equity contributions made to the Borrower by the
         Parent, provided that no Default shall exist as of the date of any such
         payment or repurchase or after giving effect thereto (calculated both
         as of such date and on a pro forma basis as of the end of and for the
         fiscal period(s) most recently ended prior thereto for which financial
         statements are required to be provided under Section 6.05) and, with
         respect to such repurchase or redemption (1) the aggregate Available
         Commitments shall equal or exceed $25,000,000 after giving effect to
         such repurchase and the Loans made in connection therewith; and (2) if
         the Churn Adjusted Borrower Leverage Ratio is greater than or equal to
         4.00:1.00 after giving effect to such repurchase, the Borrower shall
         have obtained at least $85,000,000 in additional cash equity
         contributions from the Parent and Incremental Term Loans made under
         Section 1.04.

             (v) From and after the date audited financial statements are
         delivered pursuant to Section 6.05(a) for the year ended December 31,
         2001 and each year thereafter, the Borrower may pay annual or
         semi-annual dividends or distributions to the Parent solely for the
         purpose of financing dividends due or interest due and payable under
         the PCC Preferred Stock Designation in respect of the PCC Preferred
         Stock or the PCC Subordinated Notes, respectively (collectively, the
         "PCC Preferred Stock Dividends"), provided that (A) no Default shall
         exist as of the date of the proposed payment or after giving effect
         thereto and (B) the aggregate amount of such dividends paid in any
         fiscal year shall not exceed the lesser of (1) Excess Cash Flow for the
         prior fiscal year or (2) the aggregate PCC Preferred Stock Dividends
         due and payable in such fiscal year. For purposes of the preceding
         sentence, a dividend or distribution paid to the Parent in respect of
         the PCC Preferred Stock Dividend Payment due January 1 of any fiscal
         year shall be treated as having been paid in the preceding fiscal year.

             (vi) The Borrower may pay annual or semi-annual dividends or
         distributions to the Parent solely for the purpose of financing
         interest due and payable under the PCC 1997 Senior Notes, the PCC 1998
         Senior Notes and the PCC Exchange Notes, provided that no Default shall
         exist as of the date of the proposed payment or after giving effect
         thereto (calculated both as of such date and on a pro forma basis as of
         the end of and for the fiscal period(s) most recently ended prior
         thereto for which financial statements are required to be provided
         under Section 6.05).

             (vii) In addition to the foregoing, the Borrower may pay further
         dividends or distributions to the Parent from time to time, provided
         that (i) no Default shall exist as of the date of the proposed payment
         or after giving effect thereto (calculated both as of such date and on
         a pro forma basis as of the end of and for the fiscal period(s) most
         recently ended prior thereto for which financial statements are
         required to be provided under Section 6.05) and (ii) the aggregate
         amount of all such dividends paid from and after the date hereof minus
         the aggregate amount of all cash equity contributions made to the
         Borrower from and after the date hereof (other than equity
         contributions made as provided under Section 5.04(b)(iv) above) shall
         not exceed $50,000,000.

             (viii) The Borrower may make Tax Sharing Payments to the Parent
         provided that the same shall reflect adjustments for all credits and
         deductions enjoyed by the Parent.

         VI. AFFIRMATIVE COVENANTS. The Borrower hereby covenants and agrees to
and with each of the Lenders that, so long as any Lender has any obligation to
extend credit to the Borrower hereunder, and for so long thereafter as there
remains outstanding any portion of any Obligation, whether now existing or
hereafter arising, the Borrower and each of the Subsidiaries shall:


                                      -52-
<PAGE>

         Section 6.01. Preservation of Assets; Compliance with Laws, Etc.

         (a) Do or cause to be done all things necessary to preserve, renew and
keep in full force and effect its corporate, partnership or limited liability
company existence, as the case may be, all material rights, licenses, permits
and franchises (including all material CATV Franchises, FCC Licenses and DBS
Agreements) and comply in every material respect with all laws and regulations
applicable to it (including without limitation the Communications Act of 1934,
as amended, the Copyright Revisions Act of 1976, as amended, the Rate Regulation
Act, the Rate Regulation Rules and all other rules, regulations, administrative
orders and policies of the FCC, the FAA and the Copyright Office) and all
material agreements to which it is a party, including without limitation all
material CATV Franchises and DBS Agreements, and all agreements with its
equityholders the violation of which could have a Material Adverse Effect;

         (b) at all times maintain, preserve and protect all material trade
names and proprietary rights;

         (c) at all times maintain in full force and effect a License Agreement
between each Subsidiary holding Station assets and the related License
Subsidiary, and provide a true and complete copy thereof to the Agent; and

         (d) preserve all the remainder of its material property used or useful
in the conduct of its business and keep the same in good repair, working order
and condition (reasonable wear and tear and damage by fire or other casualty
excepted), and from time to time, make or cause to be made all needful and
proper repairs, renewals, replacements, betterments and improvements thereto, so
that the business carried on in connection therewith may be conducted at all
times in the ordinary course in a manner substantially consistent with past
practices.

         Section 6.02. Insurance.

         (a) Keep all of its insurable properties now or hereafter owned
adequately insured at all times against loss or damage by fire or other casualty
to the extent customary with respect to like properties of companies conducting
similar businesses; maintain public liability, business interruption,
broadcasters' liability and workers' compensation insurance insuring such
Company to the extent customary with respect to companies conducting similar
businesses, all by financially sound and reputable insurers and furnish to the
Lenders satisfactory evidence of the same (including certification by an
Authorized Officer of the Borrower of timely renewal of, and timely payment of
all insurance premiums payable under, all such policies, which certification
shall be included in the next succeeding Compliance Report delivered pursuant to
Section 6.05(d)); notify each of the Lenders of any material change in the
insurance maintained on its properties after the date hereof and furnish each of
the Lenders satisfactory evidence of any such change; maintain insurance with
respect to its headend, tower, transmission and/or studio facilities and related
equipment in an amount equal to the full replacement cost thereof; provide that
each insurance policy pertaining to any of its insurable properties shall:

             (i) name the Agent, on behalf of the Lenders, (A) as loss payee
         pursuant to a so-called "standard mortgagee clause" or "Lender's loss
         payable endorsement", with respect to property coverage, or (B) as
         additional insured, with respect to general liability coverage;

             (ii) provide that no action of any Company shall void any such
         policy as to the Agent or the Lenders; and

             (iii) provide that the insurer(s) shall notify the Agent of any
         proposed cancellation of such policy at least thirty (30) days in
         advance thereof (unless such proposed cancellation arises by reason of
         non-payment of insurance premiums in which case such notice shall be
         given at least ten (10) days in advance thereof) and that the Agent or
         the Lenders will have the opportunity to correct any deficiencies
         justifying such proposed cancellation.

         (b) Promptly following the occurrence of any Casualty Event affecting
any asset or property of any Company (whether or not such property constitutes
Collateral) (the "Damaged Property") resulting in Insurance Proceeds aggregating
$ 1,000,000 or more, give prompt notice thereof to the Agent and cause such
Insurance Proceeds to be paid to the Agent for deposit into the Collateral
Account, as additional collateral security for the payment of the Obligations,
pending disbursement thereof as hereinafter provided. If, on or before the last
day of the applicable Restoration Period, the Borrower or any Subsidiary shall
not have restored, repaired or replaced the Damaged Property (or, if earlier, on
the date such Company shall have determined not to restore, repair or replace
the Damaged Property) the Insurance Proceeds so deposited in the Collateral
Account shall be applied to repay the Notes, to the extent required in Section
1.09(e).


                                      -53-
<PAGE>

         (c) In the event of a Casualty Event affecting any Damaged Property,
whether or not subject to Section 6.02(b), and provided that no Event of Default
shall have occurred and be continuing, the Agent or the Lenders will deliver to
the Borrower (for the benefit of such Company) any Insurance Proceeds therefrom,
if the Borrower so elects following notice thereof provided by the Agent,
provided that (i) such Company shall use such proceeds for the restoration or
replacement of the Damaged Property within the applicable Restoration Period,
(ii) the Borrower shall have demonstrated to the reasonable satisfaction of the
Lenders that the Damaged Property will be restored to substantially its previous
condition or will be replaced by substantially identical property or assets and
(iii) if the Agent, on behalf of the Lenders, had a security interest in and
lien upon the Damaged Property, the Lenders shall have received, at their
request, a favorable opinion from the Borrower's counsel, in form and substance
satisfactory to the Agent, as to the perfection of the Agent's security interest
in and lien upon such restored or replaced property or asset and such evidence
satisfactory to the Agent as to the priority of such security interest and
liens. If the Borrower fails to elect the disbursement of such Insurance
Proceeds as provided in the foregoing sentence within thirty (30) days following
receipt of the Agent's notice, the Borrower shall be deemed to have elected that
such Insurance Proceeds be applied to the prepayment of the Loans and, if the
related Casualty Event was subject to Section 6.02(b), the permanent reduction
of the Commitments provided in such Section and in Section 1.09.

         (d) If the Borrower receives any disbursements of Insurance Proceeds as
contemplated by Section 6.02(c), but fails to restore or replace the Damaged
Property within the applicable Restoration Period, as required under Section
6.02(c), then the Borrower shall return all such disbursements to the Agent for
application, together with the balance of any related Insurance Proceeds not so
disbursed, to the prepayment of the Loans and, if the related Casualty Event was
subject to Section 6.02(b), the permanent reduction of the Commitments provided
in such Section and in Section 1.09.

         (e) The Agent may, if directed by the Required Lenders upon the
occurrence and during the existence of any Default, elect to apply any Insurance
Proceeds paid into the Collateral Account or otherwise received by the Agent
pursuant to this Section 6.02 to the replacement, restoration and/or repair of
the Damaged Property, in lieu of effecting the prepayment of the Loans required
under Section 1.09(b) or 6.02(d).

         (f) If the Borrower or the Agent elects to replace, restore and/or
repair the Damaged Property as provided in Section 6.02(c) or (e), the related
Insurance Proceeds (and any earnings thereon) held in the Collateral Account
shall be applied to the replacement, restoration and repair of the Damaged
Property and advanced by the Agent in periodic installments upon compliance by
the Borrower with such reasonable conditions to disbursement as may be imposed
by the Agent, including, but not limited to, reasonable retention amounts and
receipt of lien releases and, if a Casualty Event results in the Agent's receipt
of Insurance Proceeds aggregating $1,000,000 or more, disbursement of such
Insurance Proceeds jointly to the Borrower and any contractors, subcontractors
and materialmen to whom payment is owed in connection with such repair,
replacement and/or restoration.

         (g) Following the occurrence and the continuance of any Default, the
Agent shall have no obligation to release any proceeds from the Collateral
Account to the Borrower as provided above and all such proceeds shall be subject
to the provisions of the Security Agreements. All Insurance Proceeds remaining
in the Collateral Account after application to the repair, replacement and/or
restoration of Damaged Property pursuant to this Section may, at the option of
the Agent, be applied to the prepayment of the Loans or (if consented to by the
Required Lenders) released to the Borrower.

         (h) With respect to any Casualty Event resulting in Insurance Proceeds
aggregating $1,000,000 or more, the Agent shall be entitled at its option to
participate in any compromise, adjustment or settlement in connection with any
claims for damage or destruction under any policy or policies of insurance, and
the Borrower shall, within five (5) Business Days after request therefor,
reimburse the Agent for all reasonable out-of-pocket expenses (including
reasonable attorneys' fees and disbursements) incurred by the Agent in
connection with such participation. None of the Companies shall make any
compromise, adjustment or settlement in connection with any such claim without
the approval of the Agent.

         (i) To the extent, if any, that any improved real property (whether
owned or leased) of the Companies that is mortgaged as required under Section
2.01(a) is situated in a special flood hazard zone, as defined in 12 CFR ss. 22
or 339, in which flood insurance is available, obtain and maintain flood
insurance in coverage and amount satisfactory to the Agent.


                                      -54-
<PAGE>

         Section 6.03. Taxes, Etc. Pay and discharge or cause to be paid and
discharged all taxes, assessments and governmental charges or levies imposed
upon it or upon its income and profits or upon any of its property, real,
personal or mixed, or upon any part thereof, before the same shall become in
default, as well as all lawful claims for labor, materials and supplies or
otherwise, which, if unpaid, might become a lien or charge upon such properties
or any part thereof; provided that no Company shall be required to pay and
discharge or cause to be paid and discharged any such tax, assessment, charge,
levy or claim so long as the validity thereof shall be contested in good faith
by appropriate proceedings and it shall have set aside on its books adequate
reserves with respect to any such tax, assessment, charge, levy or claim, so
contested; and provided, further that, in any event, payment of any such tax,
assessment, charge, levy or claim shall be made before any of its property shall
be seized or sold in satisfaction thereof.

         Section 6.04. Notice of Proceedings, Defaults, Adverse Change, Etc.
Promptly (and in any event within five (5) days after the discovery by the
Borrower thereof) give written notice to each of the Lenders of (a) any
proceedings instituted or threatened against it by or in any federal, state or
local court or before any commission or other regulatory body, whether federal,
state or local (including without limitation any Specified Authority), which, if
adversely determined, could have a Material Adverse Effect; (b) any notices of
default received by any Company (together with copies thereof, if requested by
any Lender) with respect to (i) any alleged default under or violation of any of
its material licenses, permits or franchises, including any FCC License or CATV
Franchise, or under any DBS Agreement or other material agreement to which it is
a party, or (ii) any alleged default with respect to, or redemption or
acceleration or other action under, the PCC Preferred Stock Designation, the
Subordinated Debt Documents, any Permitted Seller Debt or Permitted Seller
Subordinated Debt, any material Acquisition Agreement or any evidence of
material Indebtedness of any Company or any mortgage, indenture or other
agreement relating thereto; (c) (i) any notice of any material violation or
administrative or judicial complaint or order filed or to be filed against any
Company and/or any real property owned or leased by it alleging any violations
of any law, ordinance and/or regulation or requiring it to take any action in
connection with the release and/or clean-up of any Hazardous Materials, or (ii)
any notice from any governmental body or other Person alleging that any Company
is or may be liable for costs associated with a release or clean-up of any
Hazardous Materials or any damages resulting from such release; (d) any change
in the condition, financial or otherwise, of any Company or the Parent which
has, or could have, a Material Adverse Effect; or (e) the occurrence of any
Default.

         Section 6.05. Financial Statements and Reports. Furnish to the Agent
(with multiple copies for each of the Lenders, which the Agent shall promptly
provide to the respective Lenders):

         (a) As soon as available but, in any event, within one hundred twenty
(120) days after the end of each fiscal year, (i) the Consolidated balance
sheets and statements of income, equity and cash flows of PCC and (ii) the
Consolidated and Consolidating balance sheets and statements of income, equity
and cash flows of the Borrower and its Subsidiaries, together with supporting
schedules in form and substance satisfactory to the Lenders (and accompanied by
an unaudited breakdown of revenues, expenses and EBITDA for each Company),
audited by, and delivered with the opinion of, independent certified public
accountants selected by the Borrower and reasonably acceptable to the Required
Lenders (the "Accountants"), which opinion (A) shall not be qualified as to
going concern or scope of audit, (B) shall be to the effect that such financial
statements present fairly the Consolidated financial condition and results of
operation of PCC or the Companies, as the case may be, as of the dates and for
the periods indicated, in accordance with GAAP applied on a basis consistent
with that of the preceding year, and shall otherwise be in form reasonably
satisfactory to the Required Lenders, and (C) shall be accompanied by a report
by the Accountants to the effect that the Accountants have examined the
provisions of this Agreement and that, to the best of their knowledge, no Event
of Default has occurred under Article V (or, if such an event has occurred, a
statement explaining its nature and extent); provided, however, that in issuing
such statement, the Accountants shall not be required to exceed the scope of
normal auditing procedures conducted in connection with their opinion referred
to above;

         (b) Within forty-five (45) days after the end of each quarter in each
fiscal year, (i) the Consolidated balance sheets and statements of income,
equity and cash flows of PCC and (ii) the Consolidated and Consolidating balance
sheets and statements of income, equity and cash flows of the Borrower and its
Subsidiaries, together with supporting schedules, setting forth in each case in
comparative form the corresponding figures from the preceding fiscal period of
the same duration, prepared by PCC or the Borrower, as the case may be, in
accordance with GAAP (except for the absence of notes) and certified by an


                                      -55-
<PAGE>

Authorized Officer of PCC or the Borrower, as the case may be, such balance
sheets to be as of the close of such quarter, and such statements of income,
equity and cash flow to be for the quarter then ended and the period from the
beginning of the then current fiscal year to the end of such quarter (in each
case subject to normal audit and year-end adjustments) and to include, in the
case of the Companies' financial statements, (i) a comparison of actual results
to results for the comparable period of the preceding fiscal year (if available)
and projected results set forth in the Budget for such period, (ii) a breakdown
of Location Cash Flow for the DBS Subsidiaries and for the Borrower's other
Subsidiaries and (iii) if and to the extent prepared by the Borrower, a
breakdown of revenues, expenses and EBITDA for each Company;

         (c) Within forty-five (45) days after the end of each month, the
Consolidated and Consolidating balance sheets and statements of income of the
Borrower and its Subsidiaries, together with supporting schedules, prepared by
the Borrower in accordance with GAAP (except for the absence of notes) and
certified by an Authorized Officer of the Borrower, such balance sheets to be as
of the end of such month and such income statements to be for the period from
the beginning of the then current fiscal year to the end of such month (subject
to normal audit and year-end adjustments);

         (d) Concurrently with the delivery of any annual financial statements
required by Section 6.05(a) and any quarterly financial statements required by
Section 6.05(b), a certified report (hereafter, a "Compliance Report") in the
form of Schedule 6.05 attached hereto (or otherwise in a form satisfactory to
the Agent), with appropriate calculations, including a detailed breakout of
Subscriber Acquisition Costs, signed on behalf of the Borrower by an Authorized
Officer of the Borrower, setting forth the calculations contemplated in Article
V of this Agreement and certifying as to the fact that such Person has examined
the provisions of this Agreement and that no Default has occurred and is
continuing (or if a Default exists, a statement explaining its nature and
extent);

         (e) (i) On or before February 15 of each fiscal year, an updated
quarterly budget approved by the Board of Directors of the Parent, including
planned Capital Expenditures and projected borrowings for such fiscal year, with
updated Projections showing financial covenant compliance (collectively, the
"Budget"), for the operation of the Companies' businesses during the current
fiscal year, setting forth in detail reasonably satisfactory to the Lenders the
projected results of operations of the Companies and stating underlying
assumptions, and (ii) within five (5) days after the effective date thereof,
notice of any material changes or modifications in the Budget (which shall not
include changes resulting from non-material adjustments to the timing of any
proposed borrowings);

         (f) As soon as reasonably possible and in any event within forty-five
(45) days after the end of each fiscal quarter and each month, one or more
certificates of a responsible officer of the Borrower (collectively, the
"Subscriber Reports"), setting forth in reasonable detail, the following:

             (i) as to each of the Systems, (A) the numbers of basic
         subscribers, as at the end of such month, (B) net changes in numbers of
         each such category of basic subscribers (including numbers of
         disconnects and connects within each such category), (C) the average
         monthly revenues per subscriber as at the end of such month, (D) rate
         changes, if any, and (E) the numbers of subscribers more than
         forty-five (45) days delinquent measured from the date of original
         billing; and

             (ii) as to the operations of the DBS Subsidiaries, (A) each of the
         DBS Subscriber Areas and the number of homes, subscribers and Paying
         Subscribers in each, as of the most recent month end, (B) the
         penetration percentage and Churn for the most recently ended month and
         the most recently ended period of six (6) consecutive months for which
         such information is available, (C) the average monthly aggregate
         revenues per subscriber as at the end of such month, (D) rate changes,
         if any, on core programming packages and (E) the number of subscribers
         more than forty-five (45) days delinquent measured from the date of
         original billing;

         (g) Promptly upon their becoming available, and in any event within ten
(10) Business Days after receipt thereof, all Nielsen and other rating reports,
if any, received by any Company;

         (h) Within ten (10) days after the receipt or filing thereof by any
Company, as applicable, copies of any periodic or special reports filed by any
Company with the FCC or any state or local governmental body having jurisdiction
over any System, Station, CATV Franchise or FCC License, and copies of any
material notices and other material communications from the FCC or any such
state or local governmental body which specifically relate to any Company, any


                                      -56-
<PAGE>

System or Station or any CATV Franchise or FCC License, but in each case only if
such reports or communications indicate any material adverse change in such
Company's standing before the FCC, in the Franchise Areas or in respect of any
CATV Franchise or FCC License or if copies thereof are requested by the Agent;

         (i) Promptly, and in any event within five (5) days, after the Borrower
or any member of the Controlled Group (i) is notified by the Internal Revenue
Service of its liability for the tax imposed by Section 4971 of the Code, for
failure to make required contributions to a pension, or Section 4975 of the
Code, for engaging in a prohibited transaction, (ii) notifies the PBGC of the
termination of a defined benefit pension plan, if there are or may not be
sufficient assets to convert the plan's benefit liabilities as required by
Section 4041 of ERISA, (iii) is notified by the PBGC of the institution of
pension plan termination proceedings under Section 4042 of ERISA or that it has
a material liability under Section 4063 of ERISA, or (iv) withdraws from a
multiemployer pension plan and is notified that it has withdrawal liability
under Section 4202 of ERISA which is material, copies of the notice or other
communication given or sent;

         (j) Promptly upon receipt or issuance thereof, and in any event within
five (5) Business Days after such receipt, copies of all audit reports submitted
to any Company by its accountants in connection with each yearly, interim or
special audit of the books of any Company made by such accountants, including
any material related correspondence between such accountants and the Borrower's
management;

         (k) Promptly upon circulation thereof, and in any event within five (5)
Business Days after such circulation, copies of any material written reports
issued by the Borrower or any Subsidiary to any of its equityholders or material
creditors relating to the Notes or any material change in any Company's
financial condition;

         (l) Within ten (10) days after the receipt or filing thereof by any
Company, the Parent or any other Affiliate of the Borrower, copies of (i) any
registration statements, prospectuses and any amendments and supplements
thereto, and any regular and periodic reports (including without limitation
reports on Form 10-K, Form 10-Q or Form 8-K), if any, filed by any Company, the
Parent or such Affiliate with any securities exchange or with the United States
Securities and Exchange Commission (the "SEC"); and (ii) any letters of comment
or correspondence with respect to filings or compliance matters sent to any
Company, the Parent or such Affiliate by any such securities commission or the
SEC in relation to any Company, the Parent or such Affiliate and its respective
affairs; and

         (m) As soon as reasonably possible after request therefor, such other
information regarding its operations, assets, business, affairs and financial
condition or regarding any of the Companies or (to the extent available to the
Borrower without undue effort and expense) their equityholders or other
Affiliates (including without limitation the Parent Affiliates) as any Lender
may reasonably request, including without limitation copies of any and all
material agreements to which any Company is a party from time to time.

         Section 6.06. Inspection. Permit employees, agents and representatives
of the Lenders to inspect, during normal business hours, its premises and any
other facilities and systems of the Companies and its books and records and to
make abstracts or reproductions thereof, including without limitation those
which any Lender may wish to inspect in connection with the Year 2000 Risk and
the Companies' representation that each of the Companies is Year 2000 Compliant.
In connection with any such inspections, the Lenders will use reasonable efforts
to avoid an unreasonable disruption of the Companies' businesses and, to the
extent possible or appropriate absent any Default, will give reasonable notice
thereof.

         Section 6.07. Accounting System. Maintain a system of accounting in
accordance with generally accepted accounting principles and maintain a fiscal
year ending December 31 for each of the Companies.

         Section 6.08. Additional Assurances. From time to time hereafter:

         (a) without limiting the generality of Section 2.01(a), execute and
deliver or cause to be executed and delivered, such additional instruments,
certificates and documents, and take all such actions, as the Agent or the
Lenders shall reasonably request for the purpose of implementing or effectuating
the provisions of this Agreement and the other Loan Documents, including without
limitation (i) the items set forth in Schedules 2.01(a) and 4.24 which require
action after the date hereof, as stated in each such Schedule, and (ii) only if
reasonably requested by the Agent, the execution and delivery to the Agent of a
mortgage or deed of trust or collateral assignment of lease or leasehold
mortgage in form and substance satisfactory to the Agent (in a recordable form
and in such number of copies as the Agent shall have requested) covering any


                                      -57-
<PAGE>

real properties acquired by the Companies, together with any necessary consents
relating thereto;

         (b) without limiting the generality of Section 2.01, at the request and
direction of the Agent, cooperate with the Agent and the Lenders from time to
time in preparing, executing and/or filing and recording such (i) timely
continuation statements under the Uniform Commercial Code with respect to
financing statements filed under Section 2.01(a), (ii) new financing statements
and (iii) conforming amendments to the Security Documents as shall be necessary
from time to time to reflect the passage of time and other changed circumstances
and to assure continued compliance with the Loan Documents and with Section
2.01; and

         (c) upon the exercise by the Agent or the Lenders of any power, right,
privilege or remedy pursuant to this Agreement or any other Loan Document which
requires any consent, approval, registration, qualification or authorization of
any Governmental Authority (including any Specified Authority), execute and
deliver all applications, certifications, instruments and other documents and
papers that the Agent or Lenders may be so required to obtain.

Nothing contained in this Section 6.08 shall constitute a waiver of any Event of
Default arising from the Borrower's failure to locate, deliver and/or file or
record any Security Document, any consent of any Governmental Authority or other
Person or any other document required under Section 2.01, Article III or
otherwise under this Agreement.

         Section 6.09. Renewal of DBS Agreements, FCC Licenses, and CATV
Franchises.

         (a) Renew all DBS Agreements and FCC Licenses in a timely manner and in
accordance with all applicable provisions thereof.

         (b) Comply with the provisions of all applicable federal and local laws
relating to the renewal of Significant Franchises, including without limitation
pursuing proceedings for the renewal of such Significant Franchises in
accordance with those procedures customarily followed by holders of similar
franchises. Without limiting the foregoing, the Companies will seek renewal of
all Significant Franchises within the time periods prescribed by, and otherwise
in compliance with, Section 546 of the Cable Communications Policy Act of 1984
(47 U.S.C. Section 546).

         Section 6.10. Compliance with Environmental Laws.

         (a) Comply, and cause all tenants or other occupants of any of the
Properties to comply in all material respects with all Environmental Laws and
not generate, store, handle, process, dispose of or otherwise use and not permit
any tenant or other occupant of any of the Properties to generate, store,
handle, process, dispose of or otherwise use Hazardous Materials in, on, under
or about the Property in a manner that could lead or potentially lead to
imposition on any Company or the Agent or any Lender or any of the Properties of
any liability or lien of any nature whatsoever under any Environmental Law.

         (b) Notify the Agent promptly in the event of any spill or other
release of any Hazardous Material in, on, under or about any of the Properties
which is required to be reported to a Governmental Authority under any
Environmental Law, promptly forward to the Agent copies of any notices received
by any Company relating to any alleged violation of any Environmental Law and
promptly pay when due any fine or assessment against the Lenders, any Company or
any of the Properties relating to any Environmental Law.

         (c) If at any time it is determined that the operation or use of any of
the Properties violates any applicable Environmental Law or that there is any
Hazardous Material located in, on, under or about the Properties which under any
Environmental Law requires special handling in collection, treatment, storage or
disposal or any other form of cleanup or remedial or corrective action, then,
within thirty (30) days after receipt of notice thereof from a Governmental
Authority (or such other time period as may be specified in the notice sent by
such Governmental Authority) or from the Lenders, take, at its sole cost and
expense, such actions as may be necessary to fully comply in all respects with
all Environmental Laws, provided, however, that if such compliance cannot
reasonably be completed within such thirty (30) day period, the Borrower shall
commence such necessary action within such thirty (30) day period and shall
thereafter diligently and expeditiously proceed to fully comply in all respects
and in a timely fashion with all Environmental Laws. Nothing herein shall
prohibit the Borrower from asserting any good faith defenses against the
government in any governmental demands.


                                      -58-
<PAGE>

         (d) If a lien is filed against any of the Properties by any
Governmental Authority resulting from the need to expend or the actual expending
of monies arising from an action or omission, whether intentional or
unintentional, of any Company or for which any Company is responsible, resulting
in the releasing, spilling, leaking, leaching, pumping, emitting, pouring,
emptying or dumping of any Hazardous Material, then, within thirty (30) days
from the date that such Company is first given notice such lien has been placed
against the Properties, either (i) pay the claim and remove the lien or (ii)
furnish a cash deposit, bond or such other security with respect thereto as is
satisfactory in all respects to the Lenders and is sufficient to effect a
complete discharge of such lien on the Properties.

         (e) At the Borrower's expense, if and as reasonably requested by the
Agent in connection with any Property now or hereafter owned, acquired or leased
by any Company, (i) conduct and deliver to the Agent and the Lenders, an
Environmental Site Assessment prepared by an environmental consulting firm of
national reputation reasonably satisfactory to the Agent, together with a letter
from such firm to the Agent authorizing the Agent and the Lenders to rely
thereon, or (ii) prepare and deliver to the Agent and the Lenders true and
accurate responses to the Agent's Environmental Questionnaire as to such
Property. Each Environmental Site Assessment and completed Environmental
Questionnaire shall be, to the best of the Borrower's knowledge, true and
accurate in all material respects.

         (f) Conduct any further diligence recommended under any Environmental
Data Report or Environmental Site Assessment and perform any and all Remedial
Work necessary under all Environmental Laws applicable (now or in the future) to
the Companies or their businesses, whether as recommended under any
Environmental Site Assessment or otherwise.

         Section 6.11.  Interest Rate Protection.

         (a) Within ninety (90) days after the Closing Date, enter into, and,
thereafter, maintain in full force and effect, one or more Rate Hedging
Agreements containing terms and conditions reasonably satisfactory to the Agent
and sufficient to ensure that at least fifty percent (50%) of the aggregate
principal amount of the Initial Term Loans then outstanding is protected at all
times against increases in the applicable Base Rate or LIBOR Rate for a term
extending for at least three (3) years.

         (b) Within sixty (60) days after the Credit Extension Date for any
Incremental Term Loans, enter into, and, thereafter, maintain in full force and
effect, one or more Rate Hedging Agreements containing terms and conditions
reasonably satisfactory to the Agent and sufficient to ensure that at least
fifty percent (50%) of the aggregate principal amount of the Incremental Term
Loans then outstanding is protected at all times against increases in the
applicable Base Rate or LIBOR Rate for a term extending for at least three (3)
years.

         (c) Deliver to the Agent copies of each such Rate Hedging Agreement,
including any and all amendments thereto and substitutions thereof, and such
other documentation relating thereto as the Agent or the Lenders may from time
to time request.

         VII. NEGATIVE COVENANTS. The Borrower covenants and agrees that, so
long as any Lender has any obligation to extend credit to the Borrower
hereunder, and for so long thereafter as there remains outstanding any portion
of any Obligation, whether now existing or arising hereafter, unless the
Required Lenders shall otherwise consent in writing in accordance with the terms
of Article XI, none of the Companies will, directly or indirectly:

         Section 7.01. Indebtedness and Guarantees. Incur, create, assume,
become or be liable, directly, indirectly or contingently, in any manner with
respect to, or permit to exist, any Indebtedness or Guarantee except:

         (a) Indebtedness of the Borrower to the Lenders hereunder under the
Notes and in respect of the Letters of Credit;

         (b) the guaranties of the Subsidiaries required under Section 2.01;

         (c) any Rate Hedging Obligation with terms and conditions reasonably
acceptable to the Agent;

         (d) Indebtedness existing on the date hereof and described in Schedule
7.01, provided however, that the terms of such indebtedness shall not be
modified or amended in any material respect, nor shall payment thereof be
modified, without the prior written consent of the Required Lenders;


                                      -59-
<PAGE>

         (e) Indebtedness in respect of endorsements of negotiable instruments
for collection in the ordinary course of business;

         (f) Guarantees by the Borrower of Indebtedness and other obligations
incurred by its Subsidiaries and permitted by this Section 7.01;

         (g) Indebtedness under Capital Leases and purchase money Indebtedness
relating to the purchase price of real estate and equipment to be used in the
businesses of the Borrower and its Subsidiaries (other than the Special Purpose
Subsidiary) which does not exceed $10,000,000 in the aggregate outstanding at
any time;

         (h) customary indemnities set forth in the Acquisition Agreements;

         (i) intercompany loans permitted under Section 7.05;

         (j) trade payables incurred in the ordinary course of business;

         (k) Permitted Seller Debt not exceeding $50,000,000 in the aggregate
outstanding at any time, in addition to the Permitted Seller Debt specified in
Schedule 7.01;

         (l) Permitted Seller Subordinated Debt, not exceeding $20,000,000 in
the aggregate outstanding at any time;

         (m) Indebtedness to the Subordinated Noteholders under the Subordinated
Debt Documents; and

         (n) unsecured Indebtedness of the Borrower and the Subsidiaries (other
than the Special Purpose Subsidiary and the Specified Subsidiaries) of a type
not covered by any of the other provisions of this Section 7.01 and which does
not exceed $10,000,000 in the aggregate outstanding at any time.

         Section 7.02. Liens. Create, incur, assume, suffer or permit to exist
any Lien of any nature whatsoever on any of its assets or ownership interests,
now or hereafter owned, other than the following (collectively, "Permitted
Liens"):

         (a) liens securing the payment of taxes, assessments or government
charges or levies either not yet due or the validity of which is being contested
in good faith by appropriate proceedings, and as to which it shall have set
aside on its books adequate reserves;

         (b) deposits under workers' compensation, unemployment insurance and
social security laws, or to secure the performance of bids, tenders, contracts
(other than for the repayment of borrowed money) or leases, or to secure
statutory obligations or surety or appeal bonds, or to secure indemnity,
performance or other similar bonds arising in the ordinary course of business;

         (c) liens existing on the date hereof and described on Schedule 7.02
attached hereto;

         (d) liens against the Companies imposed by law, such as vendors',
carriers', lessors', warehousers' or mechanics' liens, incurred in the ordinary
course of business;

         (e) liens arising out of a prejudgment attachment, a judgment or award
against it with respect to which it shall currently be prosecuting an appeal, a
stay of execution pending such appeal having been secured, except any such lien
arising in connection with a judgment, attachment or proceeding which gives rise
to an Event of Default under paragraph (m) or (n) of Article VIII;

         (f) liens in favor of the Agent or the Lenders (and any Hedging
Lenders) securing the Notes or the other obligations of the Companies to the
Lenders hereunder or under Rate Hedging Obligations entered into with any Lender
or any Lender's affiliate;

         (g) liens against the Companies under or securing Capital Leases and
liens or mortgages securing purchase money Indebtedness described in Section
7.01(g), provided that the obligation secured by any such lien shall not exceed
one hundred percent (100%) of the lesser of cost or fair market value as of the
time of the acquisition of the property covered thereby and that each such lien
or mortgage shall at all times be limited solely to the item or items of
property so acquired; and

         (h) restrictions, easements and minor irregularities in title which do
not and will not interfere in any material respect with the occupation, use and
enjoyment by any Company of such properties and assets in the normal course of
its business as presently conducted or materially impair the value of such
properties and assets for the purpose of such business.


                                      -60-
<PAGE>

         Section 7.03. Disposition of Assets; Mergers, Etc. Merge or enter into
a consolidation or sell, lease, exchange, sell and lease back, sublease or
otherwise dispose of any of its assets (hereinafter a "Disposition") (including
without limitation the transfer of any assets to the Special Purpose Subsidiary
or any Specified Subsidiary and Dispositions in exchange for similar assets and
properties and commonly referred to as "asset swaps"), except the following:

         (a) Dispositions of (i) inventory and cash equivalents in the ordinary
course of business and (ii) tangible assets to be replaced in the ordinary
course of business within twelve (12) months by other tangible assets of equal
or greater value (provided that the Agent's and the Lenders' lien upon such
newly acquired assets shall have the same priority as the Agent's and the
Lenders' lien upon the replaced assets subject to any prior Liens permitted by
Sections 7.02(g) or (iii) tangible assets that are no longer used or useful in
the business of any Company.

         (b) Any wholly owned Subsidiary of the Borrower may merge or be
liquidated into the Borrower or any other wholly owned Subsidiary of the
Borrower so long as, after giving effect to any such merger to which the
Borrower is a party, the Borrower shall be the surviving or resulting Person,
provided that Pegasus Satellite Television of Virginia, Inc. may merge with and
into PST.

         (c) Licensing of and leasing of intangible assets for fair value in the
ordinary course of business.

         (d) The Disposition of the Puerto Rico Systems, free from the Liens of
the Security Documents, in a manner reasonably satisfactory to the Required
Lenders, provided that the Borrower shall comply with the provisions of Section
1.09(d).

         (e) The Disposition of any other assets having a fair market value of
not more than $25,000,000 in the aggregate (all of which Dispositions may be
made free from the Liens of the Security Documents); provided, however, that (i)
the selling Subsidiaries shall have received payment in cash or cash equivalents
of at least eighty-five percent (85%) of gross proceeds from any such
disposition of assets (other than like-kind exchanges under Section 1031 of the
Code), (ii) all rights of the Companies under any escrow or similar agreements
entered into in connection with like-kind exchanges under Section 1031 of the
Code shall have been collaterally assigned to the Agent and (iii) the Borrower
shall have complied with the provisions of Section 1.09(d), if applicable.

         Section 7.04. Fundamental Changes.

         (a) Form any subsidiary (other than the Finance Subsidiaries) or
otherwise change the corporate structure or organization of the Borrower or the
Subsidiaries from that set forth in Schedule 4.23, except (i) pursuant to
mergers permitted under Section 7.03, (ii) pursuant to repurchases of Equity
Securities permitted under Section 7.09 and (iii) in connection with, and in
accordance with the conditions to, any Permitted Acquisition.

         (b) Permit or suffer any amendment of its Organizational Documents
which could have a Material Adverse Effect (it being expressly agreed that the
inclusion in any such Organizational Documents of any provision similar to those
set forth in Section 102(b)(2) of Title 8 of the Delaware Code is prohibited
under this Section).

         Section 7.05. Investments and Acquisitions.

         (a) Permitted Investments. Acquire, have outstanding or hold any
Investment (including any Investment consisting of the acquisition of any
business), except the following:

             (i) Existing Investments of the Borrower in its Subsidiaries and of
         the Borrower's Subsidiaries in other Subsidiaries, as reflected in
         Schedule 4.23;

             (ii) Intercompany loans and advances from any wholly owned
         Subsidiary of the Borrower to the Borrower, but in each case only to
         the extent reasonably necessary for Consolidated tax planning and
         working capital management;

             (iii) Intercompany loans and advances from the Borrower to its
         Subsidiaries other than the Specified Subsidiaries and the Special
         Purpose Subsidiary, from the proceeds of the Loans, to the extent
         necessary to fund working capital, Capital Expenditures and other
         operating expenses permitted hereunder and described in Section 2.02,


                                      -61-
<PAGE>

         provided that no more than $2,000,000 in the aggregate in additional
         loans and advances to Pegasus San German and MCT shall be permitted
         hereunder;

             (iv) Investments in Cash Equivalents;

             (v) Short-term loans to employees and advances to employees in the
         ordinary course of business for the payment of bona fide, properly
         documented, business expenses to be incurred on behalf of the Borrower
         and its Subsidiaries, provided that the aggregate outstanding amount of
         all such loans and advances shall not exceed $500,000 in the aggregate
         at any time;

             (vi) Guarantees permitted by Section 7.01;

             (vii) equity investments by PSTH in the Special Purpose Subsidiary
         made solely for the purpose of funding SAC Payments and subject to the
         Special Purpose Subsidiary's obligations to distribute SAC Commissions
         and Excess SAC Cash to the Finance Subsidiaries and contribute the
         Equity Securities in the Finance Subsidiaries to PSTH under Section
         7.09;

             (viii) equity investments by the Borrower in PSTH made solely for
         the purpose of funding the equity investments referred to in clause
         (vii) above; and

             (ix) Any Acquisition (including without limitation the transfer of
         assets by the Parent to the Borrower, for further transfer to a
         Subsidiary, and in each case as a capital contribution, free and clear
         of any Liens, other than Permitted Liens) made in accordance with the
         conditions set forth in Section 7.05(b) below (in each case, a
         "Permitted Acquisition").

         (b) Conditions to Acquisitions. Not consummate any Acquisition unless
the following conditions shall have been satisfied in full:

             (i) The prior written approval of the Required Lenders, in their
         sole and absolute discretion, shall be required for (A) any such
         Acquisition of DBS territories involving consideration in excess of
         $50,000,000 and (B) any such Acquisition of broadcast television or
         cable television properties involving consideration in excess of
         $20,000,000.

             (ii) If such Acquisition involves the purchase of stock or other
         ownership interests, the same shall be effected in such a manner as to
         assure that the acquired entity becomes a direct or indirect Subsidiary
         of the Borrower and that the parent of such Subsidiary shall own all of
         such ownership interests.

             (iii) If such Acquisition involves the acquisition of broadcast
         television properties, each of the related FCC Licenses shall be held
         after the Acquisition in a License Subsidiary and each such License
         Subsidiary shall enter into an appropriate License Agreement with the
         Subsidiary holding the operating assets for the related Station.

             (iv) The Borrower shall have delivered to the Agent (in sufficient
         copies for all the Lenders) the following:

                 (A) no later than thirty (30) days (or such shorter period as
             may be reasonably practicable, if approved by the Agent) prior to
             the consummation of any such Acquisition or, if earlier, ten (10)
             business days after the execution and delivery of the related
             Acquisition Agreement, copies of executed counterparts of such
             Acquisition Agreement, together with all Schedules thereto, the
             forms of any additional agreements or instruments to be executed at
             the closing thereunder (to the extent available), and all
             applicable financial information, including (1) as soon as
             practicably available following any fiscal quarter with respect to
             which the aggregate consideration paid or payable with respect to
             Permitted Acquisitions in such fiscal quarter exceeds $50,000,000,
             new Projections through December 31, 2005 (updated to reflect such
             Acquisition and any related transactions and showing compliance
             with all financial covenants), and (2) Subscriber Reports;

                 (B) promptly following a request therefor, copies of such other
             information or documents relating to such Acquisition as any Lender
             shall have reasonably requested; and


                                      -62-
<PAGE>

                 (C) promptly following the consummation of such Acquisition,
             certified copies of the agreements, instruments and documents
             referred to above to the extent the same has been executed and
             delivered at the closing under such Acquisition Agreement.

             (v) The aggregate amount of all consideration payable by the
         Borrower or any Subsidiary or Subsidiaries in connection with such
         Acquisition (other than noncompetition and consulting agreements,
         earn-outs and customary post-closing adjustments, escrows, holdbacks
         and indemnities and Indebtedness permitted under Section 7.01) shall be
         payable on the date of such Acquisition.

             (vi) Neither the Borrower nor any Subsidiary shall, in connection
         with any such Acquisition, assume or remain liable with respect to any
         indebtedness (including any material tax or ERISA liability) of the
         related Seller(s), except (i) to the extent permitted under Section
         7.01 and (ii) obligations of such Seller(s) incurred in the ordinary
         course of business and necessary or desirable to the continued
         operation of the underlying properties, and any other such liabilities
         or obligations not permitted to be assumed or otherwise supported by
         any of the Companies hereunder shall be paid in full or released as to
         the assets being so acquired on or before the consummation of such
         Acquisition.

             (vii) All other assets and properties acquired in connection with
         any such Acquisition shall be free and clear of any Liens other than
         Permitted Liens.

             (viii) The Borrower shall have complied as applicable with all of
         the provisions of Sections 2.01, 6.08 and 6.10 with respect to any
         acquired entity or assets, including the execution and delivery of such
         additional agreements, instruments, certificates, documents, consents,
         environmental site assessments, opinions and other papers as the Agent
         may reasonably require.

             (ix) Immediately prior to any such Acquisition and after giving
         effect thereto, no Default shall have occurred and be continuing.

             (x) Without limiting the generality of the foregoing, after giving
         effect to such Acquisition the Borrower shall be in compliance with the
         provisions of Article V, (A) calculated on a pro forma basis as of the
         last day of the most recently ended fiscal quarter for which financial
         statements are required to be provided, and have been so delivered,
         under Section 6.05 and (B) under the Borrower's updated Projections
         referred to in Section 7.05(b)(iv), if required to be provided
         thereunder. The Borrower shall provide to the Agent a certificate
         signed on behalf of the Borrower by an Authorized Officer demonstrating
         such compliance in reasonable detail.

             (xi) On or before the consummation of each such Acquisition, the
         Borrower shall deliver to the Agent (in sufficient copies for all the
         Lenders) and to the Agent's counsel a compliance certificate,
         substantially in the form of Schedule 7.05(a) hereto or such other form
         as shall be satisfactory to the Agent (each, an "Acquisition Compliance
         Certificate"), duly executed by an Authorized Officer of the Borrower,
         certifying as to the matters set forth above with respect to such
         Acquisition. In the event that such Acquisition is financed, in whole
         or in part, with the proceeds of Loans hereunder, the foregoing
         requirement shall be deemed satisfied upon delivery of the compliance
         certificate required under Section 3.02, in the form of Schedule
         3.02(d), in connection with such Loans.



                                      -63-

<PAGE>

             (xii) On or before the consummation of each such Acquisition
         involving the purchase or formation of a new Subsidiary and/or the
         execution of additional Security Documents or any other Loan Document,
         or otherwise, if reasonably required by the Agent, the Agent shall have
         received the favorable written opinions of (i) general counsel or
         regularly employed outside counsel to the Companies and (ii) special
         FCC counsel to the Companies (in the case of Acquisitions of cable
         television and broadcast television properties), in each case dated the
         date of such Loans, addressed to the Agent and the Lenders and
         substantially in the forms attached as Schedules 7.05(b) and (c)
         hereto.

             (xiii) Only if reasonably requested in connection with the
         recording of any mortgages or similar instruments or any material
         issues of state law raised in connection with such Acquisition, the
         Agent shall have received the favorable opinion of local counsel to the
         Companies, dated the date of such Acquisition, addressed to the Agent
         and the Lenders and substantially in the form attached as Schedule
         7.05(d) hereto.

         Section 7.06. Local Marketing Agreements, Etc. Enter into any LMA or
other similar arrangement, other than Permitted LMAs.

         Section 7.07. Management. Turn over the management of its properties,
assets, rights, licenses and franchises to any Person other than the Manager or
a full-time employee of the Companies.

         Section 7.08. Sale and Leaseback. Enter into any arrangements, directly
or indirectly, with any Person whereby it shall sell or transfer any property,
real, personal or mixed, used or useful in its business, whether now owned or
hereafter acquired, and thereafter rent or lease such property; provided,
however, that the Borrower and the Subsidiaries may engage in such transactions
to the extent structured as Capital Leases and subject to the limitations in
Section 7.01(g).


                                      -64-
<PAGE>

         Section 7.09. Repurchase or Issuance of Equity Securities.

         (a) Repurchase or redeem any Equity Securities, except for repurchases
and redemptions by the Companies of Equity Securities in the Subsidiaries which
do not result in any Default (under Section 2.01 or otherwise); or

         (b) Issue any additional Equity Securities, except for securities (A)
in respect of which the issuing Company has no obligation to redeem or to pay
cash distributions or dividends, (B) which are pledged and, if certificated,
delivered to the Agent in accordance with Section 2.01 and the applicable
Security Document and (C) the issuance of which does not result in any Default.

         Section 7.10. Change in Business, Limits on Activities of Special
Purpose Subsidiary. Engage, directly or indirectly, in any business other than
the businesses in which it is currently engaged. Without limiting the generality
of the foregoing, no Specified Subsidiary shall undertake any transactions or
hold any assets or properties in addition to its existing assets, if any, until
it shall have executed and delivered to the Agent all Security Documents
required under Section 2.01 (without giving effect to any exceptions to such
requirements set forth in Schedule 2.01(a)). In addition, the Special Purpose
Subsidiary shall not engage, directly or indirectly, in any business other than
that of paying, or reimbursing the DBS Subsidiaries for, Subscriber Acquisition
Costs incurred by the DBS Subsidiaries (such payments or reimbursements being
referred to collectively herein as the "SAC Payments") in exchange for
commissions payable by the DBS Subsidiaries for each affected subscriber to DBS
Services (collectively, the "SAC Commissions"), and shall

         (a) hold no assets other than such funds;

         (b) not incur, create, assume, become or be liable, directly,
indirectly or contingently, in any manner with respect to, any Indebtedness or
liability (other than liabilities to make SAC Payments accrued in the ordinary
course);

         (c) not create, incur, assume, suffer or permit to exist any mortgage,
pledge, lien, charge or other encumbrance of any nature whatsoever on any of its
assets, now or hereafter owned;

         (d) not make any payments or engage in any other transactions, other
than SAC Payments and distributions to the Finance Subsidiaries and PSTH;

         (e) not maintain cash on hand and other liquid investments exceeding
$3,500,000 in the aggregate at any time;

         (f) distribute to the Finance Subsidiaries (i) all SAC Commissions on a
regular basis (and, in any event, no less frequently than every third month) and
(ii) any cash or other liquid investments exceeding $3,500,000 ("Excess SAC
Cash"), no later than thirty (30) Business Days after such excess shall arise;
and

         (g) concurrently with the distributions required under paragraph (f)
above, contribute the Equity Securities in the Finance Subsidiaries to PSTH.

         Section 7.11. Accounts Receivable. Sell, assign, discount or dispose in
any way of any accounts receivable, promissory notes or trade acceptances held
by any Company, with or without recourse, except for collection (including
endorsements) in the ordinary course of business and except to the extent
permitted under Section 7.03.

         Section 7.12. Transactions with Affiliates. Except for the payment of
permitted Management Fees and the License Agreements, enter into any
transaction, including, without limitation, the purchase, sale or exchange of
property or assets or the rendering or accepting of any service with or to any
Affiliate of any Company, except in the ordinary course of business and pursuant
to the reasonable requirements of its business and upon terms not less favorable
to such Company than it could obtain in a comparable arm's-length transaction
with a third party other than such Affiliate.

         Section 7.13. Amendment of Certain Agreements, Negative Pledges, Etc.

         (a) (i) Amend, modify, reform or terminate or permit the amendment,
modification, reform or termination of, or waive compliance with any provision
of or consent to any variance from the requirements of any CATV Franchise or FCC
License, the MCT Note Documents, any DBS Agreement, the Subordinated Debt
Documents, any agreement or instrument evidencing Permitted Seller Debt,
Permitted Seller Subordinated Debt or other Subordinated Debt or any material
agreement to which any Company is a party, in each case, if the effect thereof
would be (i) to confer additional rights upon the other parties thereto which
could have a Material Adverse Effect, (ii) to reduce the compensation payable by
any party to any Company thereunder if the same could have a Material Adverse


                                      -65-
<PAGE>

Effect, (iii) to increase materially the obligations of any Company thereunder
if the same could have a Material Adverse Effect or (iii) with respect to
Subordinated Debt, to effect any material change to the terms or conditions
thereof which is adverse to the obligor thereunder or to the Lenders or the
Agent.

         (b) In any event, subject to applicable law, elect to terminate or
amend any License Agreement.

         (c) Except for this Agreement, enter into or be bound by any agreement
(including covenants requiring the maintenance of specified amounts of net worth
or working capital) restricting the right of any Subsidiary to make
distributions or extensions of credit to the Borrower (directly or indirectly
through another Subsidiary).

         (d) Enter into any agreement (excluding this Agreement or any other
Loan Document) prohibiting (a) any Company from amending or otherwise modifying
this Agreement or any other Loan Document or (b) the creation or assumption of
any Lien in favor of the Agent, the Lenders or their successors as holders of
senior indebtedness upon the properties, revenues or assets of any Company,
whether now owned or hereafter acquired.

         (e) Renew or enter into any material agreement without using
commercially reasonable efforts to obtain the written consents of such third
parties necessary to effect the collateral assignment thereof in accordance with
Section 2.01.

         (f) Enter into any agreement to effect a transaction that is prohibited
under this Agreement or any other Loan Document, unless such agreement is
expressly subject to the written consent of the Required Lenders hereunder.

         Section 7.14. ERISA. (a) Fail to make contributions to pension plans
required by Section 412 of the Code, (b) fail to make payments required by Title
IV of ERISA as the result of the termination of a single employer pension plan
or withdrawal or partial withdrawal from a multiemployer pension plan, or (c)
fail to correct a prohibited transaction with an employee benefit plan with
respect to which it is liable for the tax imposed by Section 4975 of the Code.

         Section 7.15. Margin Stock. Use or permit the use of any of the
proceeds of the Loans, directly or indirectly, for the purpose of purchasing or
carrying, or for the purpose of reducing or retiring any indebtedness which was
originally incurred to purchase or carry, any Margin Stock or for any other
purpose which might constitute the transactions contemplated hereby a "purpose
credit" within the meaning of Regulation U (12 CFR Part 221) of the Board of
Governors of the Federal Reserve System, or cause any Loan, the application of
proceeds thereof or this Agreement to violate Regulation U, Regulation T or
Regulation X of the Board of Governors of the Federal Reserve System or any
other regulation of such Board or the Securities Exchange Act of 1934, as
amended, or any rules or regulations promulgated under such statutes.

         VIII. DEFAULTS. In each case of happening of any of the following
events (each of which is herein sometimes called an "Event of Default"):

         (a) any representation or warranty made by or on behalf of any Company
or any of its Affiliates (including without limitation those of the Parent
Affiliates which are parties to any Loan Documents) in this Agreement or any
other Loan Documents, or in any report, certificate, financial statement or
other instrument furnished in connection with this Agreement or the borrowings
hereunder, shall prove to be false or misleading in any material respect when
made or reconfirmed;

         (b) default in the payment or mandatory prepayment of any installment
of the principal of any Note or any payment of any installment of the principal
of any other indebtedness of any Company to the Agent or any Lender, or any
payment in respect of any Reimbursement Obligation, or any payment in respect of
any Rate Hedging Obligations entered into with the Agent or any Lender, when the
same shall become due and payable, whether at the due date thereof or at a date
fixed for prepayment or by acceleration or otherwise;

         (c) default in the payment of any interest on any Note, or any premium,
fee or other indebtedness of any Company to the Agent or any Lender for more
than five (5) calendar days after the date when the same shall become due and
payable, whether at the due date thereof or at a date fixed for prepayment or by
acceleration or otherwise;

         (d) default by any Person other than the Agent or any Lender in the due
observance or performance of, or compliance with, any covenant or agreement
contained in Article III or V, Sections 6.02, 6.03 (but only if the same
involves any seizure or property), 6.04, 6.05, 6.06, 6.07, 6.09 and 6.11 or


                                      -66-
<PAGE>

Article VII of this Agreement; provided, however, that a default in the delivery
of financial or other information under paragraphs (b) through (e) of Section
6.05 shall not constitute an Event of Default unless and until the same
continues unremedied for thirty (30) days after (i) written notice thereof from
the Agent or any Lender to the Borrower or (ii) if earlier, the occurrence
thereof (provided that such thirty (30) day period shall be available for the
remedy of any such default only once in any period of twelve (12) consecutive
months and three (3) times during the term of this Agreement);

         (e) default by any Person other than the Agent or any Lender in the due
observance or performance of, or compliance with, any other covenant, condition
or agreement to be observed or performed pursuant to the terms of this Agreement
or pursuant to the terms of any Security Document or any Rate Hedging Obligation
entered into with the Agent or any Hedging Lender, which default is not referred
to in paragraphs (a) through (d), inclusive, of this Article VIII and which
default shall continue unremedied for thirty (30) days after the earlier to
occur of (i) the Borrower's discovery of such default, or (ii) written notice
thereof from the Agent or any Lender to the Borrower, provided, however, that if
any such default cannot be remedied, then such default shall be deemed to be an
Event of Default as of the date of the occurrence thereof;

         (f) (i) any Subordinated Indenture Default or (ii) any default with
respect to any Indebtedness of any Company (other than to the Lenders hereunder)
for borrowed money, or default under any agreement giving rise to monetary
remedies, in each case which, when aggregated with all other such defaults of
the Companies, exceeds $2,000,000, if the effect of such default is to permit
the holder of such Indebtedness to accelerate the maturity of such Indebtedness,
unless such holder shall have permanently waived the right to accelerate the
maturity of such Indebtedness on account of such default;

         (g) (i) any Company shall lose, fail to keep in force, suffer the
termination, suspension or revocation of or terminate, forfeit or suffer a
material adverse amendment to any CATV Franchise at any time held by it, the
loss, termination, suspension, revocation or amendment of which could adversely
affect the Borrower's ability to perform its obligations under this Agreement or
the Notes, including without limitation the obligations set forth in Section
5.01 (a "Significant Franchise") or any material FCC License; (ii) any
governmental regulatory authority shall conduct a hearing on the renewal of any
Significant Franchise or any material FCC License and the result thereof is
reasonably likely to be the termination, revocation, suspension or material
adverse amendment of such Significant Franchise or FCC License; or (iii) any
governmental regulatory authority shall commence an action or proceeding seeking
the termination, suspension, revocation or material adverse amendment of any
Significant Franchise or any material FCC License and the result thereof is
likely to be the termination, suspension, revocation or material adverse
amendment of such Significant Franchise or FCC License;

         (h) the cable television operations of any System(s) served pursuant to
one or more Significant Franchises or the on-the-air television operation of any
Stations(s) shall be interrupted at any time for more than (x) seventy-two (72)
consecutive hours, unless such interruption occurs by reasons of force majeure,
or (y) in the event of force majeure, fourteen (14) days, in each case, unless
(and only so long as) all damages, liabilities and other effects of such
interruption of service (including any adverse effect on the Borrower's ability
to perform its obligations under this Agreement and the Notes) are fully covered
by business interruption insurance;

         (i) (i) any NRTC Member Agreement or other DBS Agreement shall be
terminated, shall expire or shall be amended in a manner reasonably likely to
have a Material Adverse Effect, (ii) any DirecTV Agreement (including the HCG
Agreement) shall terminate, shall expire or shall be amended in a manner
reasonably likely to have a Material Adverse Effect or (iii) any default shall
occur under the HCG Agreement, and NRTC shall take action to terminate the HCG
Agreement;

         (j) the loss, termination, suspension, revocation or amendment (in a
manner reasonably likely to have a Material Adverse Effect) of any license
issued to HCG, any Company or DirecTV or any other party by the FCC in
connection with the delivery of DIRECTV or other DBS Rights under any DirecTV
Agreement or any NRTC Member Agreement;

         (k) DBS services provided to any of the Subscribers shall be
interrupted or terminated, whether due to satellite damage or destruction or
other circumstances, if the same has or could have a Material Adverse Effect;

         (l) any default with respect to any Indebtedness of the Parent which,
when aggregated with all other such defaults of the Parent, exceeds $15,000,000,
if the effect of such default is to permit the holder of such Indebtedness to


                                      -67-
<PAGE>

accelerate the maturity of such Indebtedness, unless such holder shall have
permanently waived the right to accelerate the maturity of such Indebtedness on
account of such default;

         (m) any Company or group of Companies generating in the aggregate more
than five percent (5%) of EBITDA for any period shall discontinue its or their
respective business(es) or the Parent, any Company or the Manager shall (i)
apply for or consent to the appointment of a receiver, trustee, custodian or
liquidator of it or any of its property, (ii) be unable, or admit in writing its
inability, to pay its debts as they mature, (iii) make a general assignment for
the benefit of creditors, (iv) be adjudicated a bankrupt or insolvent or be the
subject of an order for relief under Title 11 of the United States Code or (v)
file a voluntary petition in bankruptcy, or a petition or an answer seeking
reorganization or an arrangement with creditors or to take advantage of any
bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or
liquidation law or statute, or an answer admitting the material allegations of a
petition filed against it in any proceeding under any such law or corporate
action shall be taken for the purpose of effecting any of the foregoing;

         (n) there shall be filed against any Company, the Parent or the Manager
an involuntary petition seeking reorganization of such company or the
appointment of a receiver, trustee, custodian or liquidator of such company or a
substantial part of its assets, or an involuntary petition under any bankruptcy,
reorganization or insolvency law of any jurisdiction, whether now or hereafter
in effect and such involuntary petition shall not have been dismissed within
sixty (60) days thereof;

         (o) final judgment for the payment of money which, when aggregated with
all other outstanding judgments against any of the Companies, exceeds $5,000,000
(exclusive of amounts covered by insurance or actually contributed in cash by
third party obligors with respect to such judgments) shall be rendered against
any Company, and the same shall remain undischarged (unless fully bonded upon
terms satisfactory to the Required Lenders) for a period of thirty (30)
consecutive days, during which execution shall not be effectively stayed;

         (p) the occurrence of any attachment of any deposits or other property
of any Company in the hands or possession of the Agent or any of the Lenders, or
the occurrence of any attachment of any other property of any Company in an
amount which, when aggregated with all other attachments against the Companies,
exceeds $1,000,000 and which shall not be discharged within sixty (60) days of
the date of such attachment;

         (q) for any reason, (i) the Borrower shall cease to own directly or
indirectly all of the issued and outstanding capital stock of each of its
Subsidiaries (other than the Permitted Preferred Stock); (ii) the Parent shall
cease to own all of the issued and outstanding shares of capital stock of the
Borrower; or (iii) a "Change of Control" (as defined in the Subordinated
Indenture, the PCC Preferred Stock Designation, the PCC Exchange Indenture, the
PCC 1997 Indenture or the PCC 1998 Indenture) shall occur; or

         (r) for any reason (other than the gross negligence of the Agent or the
Lenders, but without limiting in any way the Borrower's obligations under
Section 6.08(b), any material Security Document or other Loan Document shall not
be in full force and effect in all material respects or shall not be enforceable
in all material respects in accordance with its terms, or any security
interest(s) or lien(s) granted pursuant thereto which is, or are in the
aggregate, material shall fail to be perfected, or any party thereto other than
the Agent or the Lenders shall contest the validity of any material lien(s)
granted under, or shall disaffirm its obligations under, any material Security
Document or other Loan Document;

then and upon every such Event of Default and at any time thereafter during the
continuance of such Event of Default, at the election of the Required Lenders as
provided in Article XI, the Commitments shall terminate and the Notes and any
and all other Indebtedness of the Borrower to the Lenders shall immediately
become due and payable, both as to principal and interest, without presentment,
demand, prior notice, or protest, all of which are hereby expressly waived,
anything contained herein or in the Notes or other evidence of such indebtedness
to the contrary notwithstanding (except in the case of an Event of Default under
paragraph (m) or (n) of this Article VIII which, under applicable law, would
result in the automatic acceleration of the Borrower's Indebtedness, in which
event the Commitments shall automatically terminate and such Indebtedness shall
automatically become due and payable).

         IX. REMEDIES ON DEFAULT, ETC. In case any one or more Events of Default
shall occur and be continuing, the Agent and the Lenders may proceed to protect
and enforce their rights by an action at law, suit in equity or other
appropriate proceeding, whether for the specific performance of any agreement
contained in this Agreement, any Security Document or the Notes, or for an
injunction against a violation of any of the terms hereof or thereof or in and


                                      -68-
<PAGE>

of the exercise of any power granted hereby or thereby or by law, all subject to
the provisions of Article XI. IN THE EVENT THAT THE AGENT SHALL APPLY FOR THE
APPOINTMENT OF, OR TAKING POSSESSION BY, A TRUSTEE, RECEIVER OR LIQUIDATOR OF
THE BORROWER OR ANY OF ITS SUBSIDIARIES OR OF ANY OTHER SIMILAR OFFICIAL, TO
HOLD OR LIQUIDATE ALL OR ANY SUBSTANTIAL PART OF THE PROPERTIES OR ASSETS OF THE
BORROWER OR SUCH SUBSIDIARY FOLLOWING THE OCCURRENCE OF A DEFAULT IN PAYMENT OF
ANY AMOUNT OWED TO THE AGENT OR ANY LENDER HEREUNDER, THE BORROWER, FOR ITSELF
AND ON BEHALF OF ITS SUBSIDIARIES (WITH ALL DUE AND PROPER AUTHORIZATION OF THE
BOARDS OF DIRECTORS, PARTNERS OR MEMBERS, AS THE CASE MAY BE, OF EACH OF THE
SUBSIDIARIES), HEREBY JOINTLY AND SEVERALLY CONSENT TO SUCH APPOINTMENT AND
TAKING OF POSSESSION AND AGREE TO EXECUTE AND DELIVER ANY AND ALL DOCUMENTS
REQUESTED BY THE AGENT RELATING THERETO (WHETHER BY JOINING IN A PETITION FOR
THE VOLUNTARY APPOINTMENT OF, OR ENTERING NO CONTEST TO A PETITION FOR THE
APPOINTMENT OF, SUCH AN OFFICIAL OR OTHERWISE, AS APPROPRIATE UNDER APPLICABLE
LAW). No right conferred upon the Agent or the Lenders hereby or by any Security
Document or the Notes shall be exclusive of any other right referred to herein
or therein or now or hereafter available at law, in equity, by statute or
otherwise.

         X. THE AGENT.

         Section 10.01. Appointment, Powers and Immunities.

         (a) Each Lender hereby irrevocably (subject to Section 10.08)
designates and appoints Bankers Trust Company, which designation and appointment
is coupled with an interest, as the Agent of such Lender under this Agreement
and the other Loan Documents, acting in the capacity of an administrative agent,
and each such Lender irrevocably authorizes Bankers Trust Company, as the Agent
of such Lender, to take such action on its behalf under the provisions of this
Agreement and the other Loan Documents and to exercise such powers and perform
such duties as are expressly delegated to the Agent by the terms of this
Agreement and the other Loan Documents, together with such other powers as are
reasonably incidental thereto.

         (b) The Agent (which term as used in this sentence and in Section 10.05
and the first sentence of Section 10.06 shall include reference to its
affiliates and its own and such affiliates' officers, directors, employees and
agents) shall not: (i) have any duties or responsibilities to be a trustee or
other fiduciary for any Lender; (ii) be responsible to the Lenders for any
recitals, statements, representations or warranties contained in this Agreement,
or in any certificate or other document referred to or provided for in, or
received by either of them under, this Agreement, or for the value, validity,
effectiveness, genuineness, enforceability, perfection or sufficiency of this
Agreement, any Note, any Security Document or any other document referred to or
provided for herein or for any failure by any Company or any other Person to
perform any of its obligations hereunder or thereunder; (iii) be required to
initiate or conduct any litigation or collection proceedings hereunder except to
the extent requested by the Required Lenders; and (iv) be responsible for any
action taken or omitted to be taken by it hereunder or under any other document
or instrument referred to or provided for herein or in connection herewith,
except for its own gross negligence or willful misconduct.

         (c) The Agent may employ agents and attorneys-in-fact and shall not be
responsible for the negligence or misconduct of any such agents or
attorneys-in-fact it selects with reasonable care.

         (d) Subject to the foregoing, to Article XI and to the provisions of
any intercreditor agreement among the Lenders in effect from time to time, the
Agent shall, on behalf of the Lenders, (i) hold and apply any and all
Collateral, and the proceeds thereof, at any time received by it, in accordance
with the provisions of the Security Documents and this Agreement; (ii) exercise
any and all rights, powers and remedies of the Lenders under this Agreement, the
Security Documents and the other Loan Documents, including the giving of any
consent or waiver or the entering into of any amendment, subject to the
provisions of Article XI; (iii) execute, deliver and file UCC Financing
Statements, Mortgages, lease assignments and other such agreements, and possess
instruments on behalf of any or all of the Lenders; and (iv) in the event of
acceleration of the Borrower's Indebtedness hereunder, sell or otherwise
liquidate or dispose of any portion of the Collateral held by it and otherwise
exercise the rights of the Lenders hereunder and under the Security Documents.

         (e) The Lenders hereby authorize the Agent, at its option and in its
discretion, to release any Lien granted to or held by the Agent upon any
Collateral (i) upon termination or expiration of the Commitments and payment in
full of all of the Obligations, (ii) constituting property sold or to be sold or
disposed of as part of or in connection with any Disposition expressly permitted
hereunder or under any other Loan Document or to which the Required Lenders have


                                      -69-
<PAGE>

consented as provided herein or (iii) otherwise pursuant to and in accordance
with the provisions of any applicable Loan Document. Upon request by the Agent
at any time, the Lenders will confirm in writing the Agent's authority to
release Collateral pursuant to this Section.

         Section 10.02. Reliance by Agent. The Agent shall be entitled to rely
upon any certification, notice or other communication (including any
communication by telephone, telex, telegram or cable) believed by it to be
genuine and correct and to have been signed or sent by or on behalf of the
proper Person or Persons, and upon advice and statements of legal counsel,
independent accountants and other experts selected by the Agent. As to any
matters not expressly provided for by this Agreement, the Agent shall in all
cases be fully protected in acting, or in refraining from acting, hereunder in
accordance with instructions signed by the Required Lenders or the Lenders, as
the case may be, and such instructions and any action taken or failure to act
pursuant thereto shall be binding on the Lenders.

         Section 10.03. Events of Default. The Agent shall not be deemed to have
knowledge of the occurrence of an Event of Default (other than the non-payment
of principal of or interest on the Notes) unless it has received written notice
from any Lender or the Borrower specifying such Event of Default and stating
that such notice is a "Notice of Default". In the event that the Agent receives
such a notice of the occurrence of an Event of Default, the Agent shall give
prompt notice thereof to the Lenders (and shall give each Lender prompt notice
of each such non-payment). The Agent shall (subject to Section 10.07) take such
action with respect to such Event of Default as shall be directed by the
Required Lenders, as provided under Article XI, provided that, unless and until
the Agent shall have received such directions, the Agent may (but shall not be
obligated to) take such action on behalf of the Lenders, or refrain from taking
such action, with respect to such Event of Default as it shall deem advisable in
the best interest of the Lenders.

         Section 10.04. Rights as a Lender. With respect to its Commitment and
the Loans made by Bankers Trust Company hereunder, Bankers Trust Company shall
have the same rights and powers hereunder as any other Lenders and may exercise
the same as though it were not acting as the Agent. The Agent and its affiliates
may, without having to account therefor to the Lenders and without giving rise
to any fiduciary or other similar duty to any Lender, accept deposits from, lend
money to and generally engage in any kind of banking, trust or other business
with the Borrower and any of its Affiliates as if it were not acting as an Agent
and as if it were not a Lender, and the Agent may accept fees and other
consideration from any Company, the Parent or any other Parent Affiliate for
services in connection with this Agreement or otherwise without having to
account for the same to the Lenders.

         Section 10.05. Indemnification. The Lenders agree to indemnify the
Agent (to the extent not reimbursed under Section l3.02, but without limiting
the obligations of the Borrower under such Section 13.02), ratably in accordance
with the aggregate principal amount of the Notes and Commitments held by the
Lenders (or, if no such principal or interest is outstanding, ratably in
accordance with their respective Commitments), for any and all liabilities,
obligations, losses, damages, penalties, action, judgments, suits, costs,
expenses or disbursements of any kind and nature whatsoever which may be imposed
on, incurred by or asserted against the Agent any way relating to or arising out
of this Agreement or any other Loan Document contemplated by or referred to
herein or the transactions contemplated by or referred to herein or therein
(including, without limitation, the costs and expenses which the Borrower is
obligated to pay under Section 13.02) or the enforcement of any of the terms of
this Agreement or of any other Loan Document or of any such other documents,
provided that no Lender shall be liable for any of the foregoing to the extent
they arise from the gross negligence or willful misconduct of the party to be
indemnified.

         Section 10.06. Non-Reliance on Agent and Other Lenders. Each Lender
agrees that it has, independently and without reliance on the Agent or any other
Lenders, and based on such documents and information as it has deemed
appropriate, made its own credit analysis of the Companies and its own decision
to enter into this Agreement and that it will, independently and without
reliance upon the Agent or any other Lenders, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
analysis and decisions in taking or not taking action under this Agreement. The
Agent shall not be required to keep itself informed as to the performance or
observance by the Companies of this Agreement or any other Loan Document or to
inspect the properties or books of the Companies. Except for notices, reports
and other documents and information expressly required to be furnished to the
Lenders by the Agent hereunder, the Agent shall have no duty or responsibility
to provide any Lender with any credit or other information concerning the
affairs, financial condition or businesses of the Companies (or any of their


                                      -70-
<PAGE>

Affiliates) which may come into the possession of the Agent or any of its
affiliates. Notwithstanding the foregoing, the Agent will provide to the Lenders
any and all information reasonably requested by them and reasonably available to
the Agent promptly upon such request.

         Section 10.07. Failure to Act. Except for action expressly required of
the Agent hereunder, the Agent shall in all cases be fully justified in failing
or refusing to act hereunder unless it shall be indemnified to its satisfaction
by the Lenders against any and all liability and expense which may be incurred
by it by reason of taking or continuing to take any such action.

         Section 10.08. Resignation of Agent. Bankers Trust Company (or any
other Agent hereunder), may resign as the Agent at any time by giving ten (10)
days' prior written notice thereof to the Lenders and the Borrower. Any such
resignation shall take effect at the end of such ten (10) day period or upon the
earlier appointment of a successor Agent by the Required Lenders as provided
below. Upon any resignation of Bankers Trust Company (or any other Agent
hereunder), and subject to the Borrower's approval (which approval shall not be
unreasonably withheld or delayed and shall not be required with respect to any
such appointment made during the existence of any Event of Default) the Required
Lenders shall appoint a successor agent from among the Lenders or, if such
appointment is deemed inadvisable or impractical by the Required Lenders,
another financial institution with a combined capital and surplus of at least
$500,000,000. Upon the acceptance of any appointment as Agent hereunder by a
successor Agent, such successor Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Agent.
After the effective date of the resignation of an Agent hereunder, the retiring
Agent shall be discharged from its duties and obligations hereunder, provided
that the provisions of this Article X shall continue in effect for its benefit
in respect of any actions taken or omitted to be taken by it while it was acting
as the Agent. In the event that there shall not be a duly appointed and acting
Agent, the Borrower agrees to make each payment due to the Agent hereunder and
under the Notes, and the other Loan Documents if any, directly to each Lender
entitled thereto, pursuant to written instructions provided by the resigning
Agent or, after such resignation, the Lenders, and to provide copies of each
certificate or other document required to be furnished to the Agent hereunder,
if any, directly to each Lender.

         Section 10.09. Cooperation of Lenders. Each Lender shall (a) promptly
notify the other Lenders and the Agent of any Event of Default known to such
Lender under this Agreement and not reasonably believed to have been previously
disclosed to the other Lenders; (b) provide the other Lenders and the Agent with
such information and documentation as such other Lenders or the Agent shall
reasonably request in the performance of their respective duties hereunder,
including, without limitation, all information relative to the outstanding
balance of principal, interest and other sums owed to such Lender by the
Borrower; and (c) cooperate with the Agent with respect to any and all
collections and/or foreclosure procedures at any time commenced against the
Borrower or otherwise in respect of the Collateral by the Agent in the name and
on behalf of the Lenders.

         Section 10.10. Documentation Agent, Syndication Agent and Co-Arrangers.
Except as expressly provided in this Agreement and the Fee Agreements, the
Documentation Agent, the Syndication Agent and the Co-Arrangers shall not have
any rights or obligations under this Agreement or any of the other Loan
Documents other than in their respective capacities as Lenders hereunder and
thereunder.

         XI. ENTIRE AGREEMENT; AMENDMENTS AND WAIVERS; SEPARATE ACTIONS BY THE
LENDERS.

         (a) This Agreement (including the Schedules hereto) and the other Loan
Documents constitute the entire agreement of the parties herein and supersede
any and all prior agreements, written or oral, as to the matters contained
herein, and no modification or waiver of any provision hereof or of the Notes or
any other Loan Document, nor consent to the departure by any Company therefrom,
shall be effective unless the same is in writing, and then such waiver or
consent shall be effective only in the specific instance, and for the purpose,
for which given. Except as hereafter provided, the consent of the Required
Lenders shall be required and sufficient (i) to amend, with the consent of the
Borrower, any term of this Agreement, the Notes or any other Loan Document or to
waive the observance of any such term (either generally or in a particular
instance or either retroactively or prospectively); (ii) to take or refrain from
taking any action under this Agreement, the Notes, any other Loan Document or
applicable law, including, without limitation, (A) the acceleration of the
payment of the Notes, (B) the termination of the Commitments, (C) the exercise
of the Agent's and the Lenders' remedies hereunder and under the Security
Documents and (D) the giving of any approvals, consents, directions or
instructions required under this Agreement or the Security Documents; provided
that no such amendment, waiver, consent or other action shall, without the prior


                                      -71-
<PAGE>

written consent of each Lender (other than a Defaulting Lender and, with respect
to matters addressed in clause (1) below, only such Lenders holding Obligations
directly affected thereby),

                 (1) extend the final scheduled maturity of any Loan or Note or
             extend the stated maturity of any Letter of Credit beyond the
             Expiration Date (it being understood that no waiver or modification
             of any condition precedent, covenant or Default shall constitute
             any such extension), or reduce the rate or extend the time of
             payment of interest or fees thereon, or reduce the principal amount
             thereof;

                 (2) release all or substantially all of the Collateral (except
             as expressly provided in this Agreement or the Security Documents)
             under the Security Documents;

                 (3) amend, modify or waive any provision of Section 1.09(e) or
             this Article XI;

                 (4) reduce any percentage specified in the definition of
             Required Lenders (it being understood that, with the consent of the
             Required Lenders, additional extensions of credit pursuant to this
             Agreement may be included in the determination of the Required
             Lenders on substantially the same basis as the Commitments are
             included on the Closing Date); or

                 (5) consent to the assignment or transfer by the Borrower of
             any of its rights and obligations under this Agreement;

and provided, further, that no such amendment, waiver, consent or other action
shall

             (x) increase the Commitment of any Lender over the amount thereof
         then in effect without the consent of such Lender (it being understood
         that (aa) no waiver or modification of any condition precedent,
         covenant or Default or of any mandatory reduction in the aggregate
         Commitments shall constitute an increase in the respective Commitment
         of any Lender and (bb) an increase in the available portion of any
         Commitment of any Lender shall not constitute an increase in the
         respective Commitment of such Lender);

             (y) without the consent of the Issuing Bank or the DTS Agent,
         amend, modify or waive any provision of Section 1.02 applicable thereto
         or alter its respective rights or obligations with respect to the
         Letters of Credit or the DTS Letters of Credit, respectively; or

             (z) without the consent of the Agent, amend, modify or waive any
         provision of Article X as same applies to the Agent or any other
         provision of any Loan Document as same relates to the rights or
         obligations of the Agent.

         (b) If, in connection with any such proposed amendment, waiver, consent
or other action under any of the provisions of this Agreement as contemplated by
clauses (1) through (5), of subsection (a) above, the consent of the Required
Lenders is obtained but the consent of one or more of such other Lenders whose
consent is required is not obtained, then the Borrower shall have the right (so
long as all non-consenting Lenders whose individual consent is required are
treated as described in either clause (i) or (ii) below), to either (i) replace
such non-consenting Lender or Lenders with one or more Replacement Lenders, so
long as at the time of such replacement each such Replacement Lender consents to
the proposed amendment, waiver, consent or other action or (ii) terminate such
non-consenting Lender's Commitment (if such Lender's consent is required as a
result of its Commitment) and repay all outstanding Loans of such Lender which
gave rise to the need to obtain such Lender's consent and/or cash collateralize
its Letter of Credit Exposure, in accordance with Sections 1.02(g) and 1.09(e),
provided that, unless the Commitments which are terminated and the Loans which
are repaid pursuant the preceding clause (ii) are immediately replaced in full
at such time through the addition of one or more new Lenders or the increase of
the Commitments and/or outstanding Loans of existing Lenders (which in each case
must specifically consent thereto), then in the case of any action pursuant to
the foregoing clause (ii), the Required Lenders (determined after giving effect
to the proposed action) shall specifically consent thereto, and provided,
further, that the Borrower shall not have the right to replace a Lender,
terminate its Commitments or repay its Loans solely as a result of the exercise
of such Lender's rights (and the withholding of any required consent by such
Lender) pursuant to the second proviso to subsection (a) of this Article XI.

         (c) Any amendment or waiver effected in accordance with this Article XI
shall be binding upon each holder of any Note at the time outstanding, each
future holder of any Note and the Borrower. The Lenders' failure to insist


                                      -72-
<PAGE>

(directly or through the Agent) upon the strict performance of any term,
condition or other provision of this Agreement, any Note, or any of the Security
Documents or other Loan Documents, or to exercise any right or remedy hereunder
or thereunder, shall not constitute a waiver by the Lenders of any such term,
condition or other provision or Default in connection therewith, nor shall a
single or partial exercise of any such right or remedy preclude any other or
future exercise, or the exercise of any other right or remedy; and any waiver of
any such term condition or other provision or of any such Default shall not
affect or alter this Agreement, any Note or any of the Security Documents or
other Loan Documents, and each and every term, condition and other provision of
this Agreement, the Notes and the Security Documents or other Loan Documents
shall, in such event, continue in full force and effect and shall be operative
with respect to any other then existing or subsequent Default in connection
therewith. An Event of Default hereunder and under any Note or Security Document
shall be deemed to be continuing unless and until cured or waived in writing by
the applicable Lenders, as provided in subsection (a) above.

         XII. BENEFIT OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS.

         (a) This Agreement shall be binding upon and inure to the benefit of
the Borrower, the Lenders and the Agent and their respective successors and
permitted assigns, and all subsequent holders of any of the Notes or any portion
thereof.

         (b) Each Lender may assign its rights and interests under this
Agreement, the Notes and the Security Documents and/or delegate its obligations
hereunder and thereunder, in whole or in part, and sell participations in the
Notes and the Security Documents as security therefor, provided as follows:

             (i) Any such assignment, other than an assignment in whole, made
         other than to (A) another Lender, (B) a separately organized branch of
         a Lender or (C) a Related Lender Party, shall reflect an assignment of
         such assigning Lender's Notes and Commitments which is in an aggregate
         principal amount of at least $2,500,000, unless each of the Borrower
         and the Agent otherwise consents to a lesser amount.

             (ii) Notwithstanding any provision of this Agreement to the
         contrary, (A) each Lender may at any time pledge all or any portion of
         its rights under this Agreement and each of the other Loan Documents,
         including without limitation its Loans and the Notes held by such
         Lender, to a Federal Reserve Bank (or equivalent thereof in the case of
         Lenders chartered outside of the United States) in support of
         borrowings made by such Lender from such Federal Reserve Bank and (B)
         any Lender that is a fund that invests in bank loans may, without the
         consent of the Agent or the Borrower, pledge all or any portion of its
         Notes or Loans to any holders of obligations owed, or securities
         issued, by such fund, as security for such obligations or securities,
         or to any trustee for, or any other representative of, such holders;
         provided that any foreclosure or similar action by such trustee shall
         be subject to the provisions of this Section concerning assignments. No
         pledge pursuant to this subsection (ii) shall release the transferor
         Lender from any of its obligations and liabilities under the Loan
         Documents.

             (iii) Any assignments and/or delegations made hereunder shall be
         pursuant to an instrument of assignment and acceptance (the "Assignment
         and Acceptance") substantially in the form of Schedule 12 and the
         parties to each such assignment shall execute and deliver to the Agent
         for its acceptance the Assignment and Acceptance together with any Note
         or Notes subject thereto. Upon such execution and delivery, from and
         after the effective date specified in each Assignment and Acceptance,
         which effective date shall be at least five (5) Business Days after the
         execution thereof unless otherwise permitted by the Agent, (A) the
         assignee thereunder shall become a party hereto and, to the extent
         provided in such Assignment and Acceptance, have the rights and
         obligations of a Lender hereunder with applicable Commitments as set
         forth therein and (B) the assigning Lender thereunder shall, to the
         extent provided in such assignment, be released from its obligations
         under this Agreement as to that portion of its obligation being so
         assigned and delegated. The Assignment and Acceptance shall be deemed
         to amend this Agreement to the extent, and only to the extent,
         necessary to reflect the addition of the assignee as a Lender and the
         resulting adjustment of Commitments arising from the purchase by and
         delegation to such assignee of all or a portion of the rights and
         obligations of such assigning Lender under this Agreement.


                                      -73-
<PAGE>

             (iv) The Agent, on behalf of the Borrower, shall maintain at the
         address of the Agent referred to in Section 13.03 a copy of each
         Assignment and Acceptance delivered to it and a register (the
         "Register") for the recordation of the names and addresses of the
         Lenders and the Commitments of, and principal amounts of the Loans
         owing to, and any Notes evidencing the Loans owned by, each Lender from
         time to time. The entries in the Register shall be conclusive, in the
         absence of manifest error, and the Borrower, the Agent and the Lenders
         shall treat each Person whose name is recorded in the Register as the
         owner of a Loan or other obligation hereunder as the owner thereof for
         all purposes of this Agreement and the other Loan Documents,
         notwithstanding any notice to the contrary. Any assignment of any Loan
         or other obligation hereunder shall be effective only upon appropriate
         entries with respect thereto being made in the Register. The Register
         shall be available for inspection by the Borrower or any Lender at any
         reasonable time and from time to time upon reasonable prior notice.

             (v) Upon its receipt of an Assignment and Acceptance executed by an
         assigning Lender and the assignee together with the Note or Notes
         subject to such assignment (or a standard indemnity letter from the
         respective assigning Lender in respect of any lost Note or Notes) and
         payment by the assigning Lender or the assignee to the Agent of
         registration and processing fees of $3,500 in the aggregate (except
         with respect to assignments (A) to any Related Lender Party or another
         Lender or (B) by the Agent, the Syndication Agent or the Documentation
         Agent, in their capacities as Lenders), the Agent shall promptly accept
         such Assignment and Acceptance and record the information contained
         therein in the Register and give notice of such acceptance and
         recordation to the Lenders and the Borrower. Such Assignment and
         Acceptance and the assignment evidenced thereby shall only be effective
         upon appropriate entries with respect to the information contained
         therein being made in the Register pursuant to subparagraph (iv) above.

             (vi) Within five (5) Business Days after receipt of such notice,
         the Borrower shall execute and deliver to the Agent in exchange for
         evidence of the delivery to the Agent of a copy of each such
         surrendered Note, marked "Superseded"), one or more new Notes payable
         to the order of such assignee in an amount equal to the portion of the
         applicable Commitment assumed and/or Loans purchased by such assignee
         pursuant to such Assignment and Acceptance and a new Note payable to
         the order of the assigning Lender in an amount equal to the portion of
         the applicable Commitment(s) and/or Loans retained by it hereunder.
         Such new Notes shall be dated the effective date of such Assignment and
         Acceptance and shall otherwise be in substantially the form provided in
         Section 1.01. Copies of the superseded Notes shall be delivered to the
         Borrower upon execution and delivery of such new Notes and the original
         superseded Notes shall be returned to the assignors thereof.

             (vii) Each Lender may sell participations in all or a portion of
         its rights and obligations under this Agreement (including, without
         limitation, all or a portion of its Commitments and the Notes held by
         it); provided, however, that, no Lender shall transfer or grant any
         participation under which the participant shall have rights to approve
         any amendment to or waiver of this Agreement or any other Loan
         Document, except to the extent such amendment or waiver would (A)
         extend the final scheduled maturity of any Loan, Note or Letter of
         Credit (unless such Letter of Credit is not extended beyond the
         Expiration Date) in which such participant is participating, or reduce
         the rate or extend the time of payment of interest or fees thereon
         (except in connection with a waiver of applicability of any
         post-default increase in interest rates) or reduce the principal amount
         thereof, or increase the amount of the participant's participation over
         the amount thereof, or increase the amount of the participant's
         participation over the amount thereof then in effect (it being
         understood that no waiver or modification of any condition precedent,
         covenant or Default or of any mandatory reduction in the aggregate
         Commitments shall constitute a change in the terms of such
         participation, that an increase in any Commitment or Loan shall be
         permitted without the consent of any participant if the participant's
         participation is not increased as a result thereof and that any
         amendment or modification to the financial definitions in this
         Agreement shall not constitute a reduction in any rate of interest or
         fees for purposes of this clause (A)), (B) consent to the assignment or
         transfer by the Borrower of any of its rights and obligations under
         this Agreement or (C) release all or substantially all of the
         Collateral under all of the Security Documents (except as expressly
         provided in the Security Documents) supporting the Loans hereunder in
         which such participant is participating. In the case of any such
         participation, the participant shall not have any rights under this
         Agreement or any of the other Loan Documents (the participant's rights


                                      -74-
<PAGE>

         against such Lender in respect of such participation to be those set
         forth in the agreement executed by such Lender in favor of the
         participant relating thereto) and all amounts payable by the Borrower
         hereunder shall be determined as if such Lender had not sold such
         participation.

             (viii) Except for an assignment made to (i) another Lender, (ii) a
         separately organized branch of a Lender or (iii) a Related Lender
         Party, and except during the existence of a Default, no assignment
         referred to above shall be permitted without the prior written consent
         of the Agent and the Borrower, which consent shall not be unreasonably
         withheld or delayed.

             (ix) The Borrower may not assign any of its rights or delegate any
         of its duties or obligations hereunder.

             (x) To the extent that an assignment of all or any portion of a
         Lender's Commitment and outstanding Loans pursuant to subsection (b) of
         Article XI or this Article XII would, due to circumstances existing at
         the time of such assignment, result in costs under Sections 1.11, 1.13
         or 1.14 which are increased from those being charged by the respective
         assigning Lender prior to such assignment, then the Borrower shall not
         be obligated to pay such increased costs (although the Borrower shall
         be obligated to pay any other increased costs of the type described
         above resulting from changes after the date of the respective
         assignment).

             (xi) Any Lender may, in connection with any assignment or
         participation pursuant to this Section, disclose to the assignee or
         participant any information relating to the Companies and the Parent
         Affiliates furnished to such Lender by or on behalf of the Borrower and
         such assignee or participant shall treat such information as
         confidential.

         XIII. MISCELLANEOUS.

         Section 13.01. Survival. This Agreement and all covenants, agreements,
representations and warranties made herein and in the certificates delivered
pursuant hereto, shall survive the making by the Lenders of the Loans and shall
continue in full force and effect so long as any Obligation is outstanding and
unpaid or any Lender has any obligation to advance funds to the Borrower or any
other Company hereunder. In addition, notwithstanding anything herein or under
applicable law to the contrary, the provisions of this Agreement and the other
Loan Documents relating to indemnification or payment of fees, costs and
expenses, including without limitation the provisions of Sections 1.11, 1.13,
1.14, 10.05, 13.02 and 13.14, shall survive the payment in full of all Loans,
the termination or expiration of the Commitments and any termination of this
Agreement or of any other Loan Document.

         Section 13.02. Fees and Expenses; Indemnity; Etc. The Borrower agrees

         (a) to pay or reimburse the Agent for all its reasonable out-of-pocket
costs and expenses incurred in connection with the development, preparation,
negotiation, interpretation and execution of, and any amendment, supplement or
modification to, this Agreement, the Notes and any other Loan Documents and the
consummation and administration of the transactions contemplated hereby,
including without limitation the reasonable fees and disbursements of (i)
counsel to the Agent, and (ii) such agents of the Agent not regularly in its
employ, and accountants, other auditing services, consultants and appraisers
engaged by or on behalf of the Agent or by the Borrower at the request of the
Agent (collectively, "Third Parties");

         (b) to pay or reimburse the Agent for all its reasonable costs and
expenses incurred in connection with the enforcement or preservation of any
rights under this Agreement, the Notes and any other Loan Documents, including,
without limitation, the reasonable fees and disbursements of (i) counsel to the
Agent and (ii) Third Parties;

         (c) following the occurrence of an Event of Default hereunder, to pay
or reimburse the Lenders for the reasonable fees and disbursements of counsel
for the respective Lenders engaged for the preservation or enforcement of such
Lender's rights under this Agreement or any other Loan Documents relating to
such Event of Default;

         (d) to pay, indemnify, and hold each Lender and the Agent harmless
from, any and all recording and filing fees and taxes, lien discharge fees and
taxes, intangible taxes and any and all liabilities with respect to, or
resulting from any delay in paying, stamp, excise and other taxes, if any, which


                                      -75-
<PAGE>

may be payable or determined to be payable in connection with the execution and
delivery of, or consummation or administration of any of the transactions
contemplated by, or any amendment, supplement or modification of, or any waiver
or consent under or in respect of, this Agreement, the Notes and any other Loan
Documents; and

         (e) to pay, indemnify, and hold each Lender and the Agent (and their
respective directors, officers, employees, agents and other affiliates) harmless
from and against any and all other liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever with respect to the execution, delivery, enforcement,
performance and administration of, or any transaction contemplated by, any Loan
Document or the use or proposed use of the proceeds of the Loans or the
refinancing or restructuring of the credit arrangement provided under this
Agreement in the nature of a "work-out" or any proceedings with respect to the
bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or
liquidation of any Company or any other party other than the Lender or the Agent
to any Loan Document (all the foregoing in this clause (e), collectively, the
"indemnified liabilities");

provided, that the Borrower shall have no obligation hereunder to the Agent or
any Lender with respect to indemnified liabilities arising from the gross
negligence or willful misconduct of the Agent or any such Lender. The agreements
in this Section shall survive repayment of the Notes and all other amounts
payable hereunder.

         Section 13.03.  Notice.

         (a) All notices, requests, demands and other communications provided
for hereunder (including without limitation Loan Requests) shall be in writing
(including telecopied communication) and mailed or telecopied or delivered to
the applicable party at the addresses indicated below.

         If to the Agent:

             Bankers Trust Company
             One Bankers Trust Plaza
             130 Liberty Street - 34th Floor
             New York, New York  10006
             Attention:  Gregory P. Shefrin
             Telecopy No.:  (212) 250-7218

and if to any Lender, at the address set forth on the appropriate signature page
hereto or, with respect to any assignee of the Notes under Article XII, at the
address designated by such assignee in a written notice to the other parties
hereto.;

         in each case (except for routine communications), with a copy to:

             Elizabeth H. Munnell, Esq.
             Edwards & Angell, LLP
             101 Federal Street
             Boston, Massachusetts 02110
             Telecopy No.:  (617) 439-4170

         If to the Borrower:

             Mr. Marshall W. Pagon
             Pegasus Media & Communications, Inc.
             c/o Pegasus Communications Management Company
             225 City Line Avenue
             Bala Cynwyd, Pennsylvania  19004
             Telecopy No.:  (610) 934-7072

         with a required copy to Ted S. Lodge, Esq. at the immediately foregoing
address

                  and

         with a copy (except for routine communications) to:

             Michael B. Jordan, Esq.
             Drinker Biddle & Reath LLP
             One Logan Square
             18th and Cherry Street
             Philadelphia, Pennsylvania  19103-6996
             Telecopy No.:  (215) 988-2757


                                      -76-
<PAGE>

         or, as to each party, at such other address as shall be designated by
such parties in a written notice to the other party complying as to delivery
with the terms of this Section. All such notices, requests, demands and other
communication shall be deemed given upon receipt by the party to whom such
notice is directed.

         (b) The address of the Agent for payment hereunder is as follows:

             Bankers Trust Company
             One Bankers Trust Plaza
             130 Liberty Street - 14th Floor
             New York, New York 10006
             ABA: 021001033
             For credit to Commercial Loan Division,
             Account No.:  99401268
             Re: Pegasus Media & Communications, Inc.
             Telecopy No.: (212) 250-7351
             Attention: Gaelle J. Vaval

         Section 13.04. Governing Law. This Agreement and the Notes shall be
construed in accordance with and governed by the internal laws of the State of
New York (without giving effect to any conflicts or choice of laws provisions
that would cause the application of the domestic substantive laws of any other
jurisdiction).

         Section 13.05. CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.

         (a) THE BORROWER, TO THE EXTENT THAT IT MAY LAWFULLY DO SO, HEREBY
CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK
AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AS
WELL AS TO THE JURISDICTION OF ALL COURTS TO WHICH AN APPEAL MAY BE TAKEN FROM
SUCH COURTS, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT
OF ANY OF ITS OBLIGATIONS ARISING HEREUNDER OR UNDER THE NOTES OR THE SECURITY
DOCUMENTS OR WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, AND EXPRESSLY
WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE AS TO VENUE, INCLUDING, WITHOUT
LIMITATION, THE INCONVENIENCE OF SUCH FORUM, IN ANY OF SUCH COURTS. IN ADDITION,
TO THE EXTENT THAT IT MAY LAWFULLY DO SO, THE BORROWER CONSENTS TO THE SERVICE
OF PROCESS BY PERSONAL SERVICE OR U.S. CERTIFIED OR REGISTERED MAIL, RETURN
RECEIPT REQUESTED, ADDRESSED TO THE BORROWER AT THE ADDRESS PROVIDED HEREIN. TO
THE EXTENT THAT THE BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM
JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR
NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR
OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE BORROWER HEREBY
IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS TO THE MAXIMUM EXTENT PERMITTED BY LAW.

         (b) WAIVER OF JURY TRIAL. EACH OF THE BORROWERS, THE AGENT AND THE
LENDERS HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION
BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES, THE SECURITY DOCUMENTS
OR ANY OTHER AGREEMENTS EXECUTED IN CONNECTION HEREWITH.

         Section 13.06. Severability. Any provision of this Agreement, the Notes
or any of the Security Documents or other Loan Documents which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof or affecting the validity or enforceability of such
provision in any other jurisdiction.

         Section 13.07. Section Headings, Etc. Any Article and Section headings
in this Agreement are included herein for convenience of reference only and
shall not constitute a part of this Agreement for any other purpose.

         Section 13.08. Several Nature of Lenders' Obligations. Notwithstanding
anything in this Agreement, the Notes or any of the Security Documents to the
contrary, all obligations of the Lenders hereunder shall be several and not
joint in nature, and in the event any Lender fails to perform any of its
obligations hereunder, the Borrower shall have no recourse against any other
Lender(s) who has (have) performed its (their) obligations hereunder. The
amounts payable at any time hereunder to each Lender shall be a separate and
independent debt, and each Lender shall be entitled to protect and enforce its
rights arising out of this Agreement, subject to the provisions of Article XII,
and it shall not be necessary for any other Lender to be joined as an additional
party in any proceeding for such purpose.

         Section 13.09. Counterparts. This Agreement may be executed by the
parties hereto in several counterparts hereof and by the different parties
hereto on separate counterparts hereof, each of which shall be an original and
all of which counterparts shall together constitute one and the same agreement.
Delivery of an executed signature page of this Agreement by facsimile


                                      -77-
<PAGE>

transmission shall be effective as an in-hand delivery of an original executed
counterpart hereof.

         Section l3.10. Knowledge and Discovery. All references in this
Agreement to "knowledge" of, or "discovery" by, the Borrower shall be deemed to
include, without limitation, any such knowledge of, or discovery by, the
Borrower or any executive officer of the Borrower.

         Section 13.11. Amendment of Other Agreements. All references in this
Agreement to other documents and agreements to which the Lenders are not parties
(including without limitation the Acquisition Agreements, the PCC Preferred
Stock Designation, the PCC Exchange Indenture, the PCC 1997 Indenture, the PCC
1998 Indenture, the Management Agreement, the Affiliate Agreements, the
Subordinated Debt Documents, the NRTC Member Agreements and any other DBS
Agreements) shall be deemed to refer to such documents and agreements as
presently constituted and, except for any amendments and modifications not
prohibited under Section 7.12, not as hereafter amended or modified unless the
Lenders shall have expressly consented in writing to such amendment(s) or
modification(s).

         Section 13.12. FCC and Municipal Approvals. Notwithstanding anything
herein or in any of the Security Documents to the contrary, but without limiting
or waiving in any way the Borrower's obligations under Section 2.01, the Agent's
and the Lenders' rights hereunder and under the Security Documents are subject
to all applicable rules and regulations of the FCC and other Specified
Authorities. The Agent and the Lenders will not take any action pursuant to this
Agreement or the Security Documents which would constitute or result in any
assignment or transfer control of any FCC License or CATV Franchise, whether de
jure or de facto, if such assignment or transfer of control would require under
then existing law (including the written rules and regulations promulgated by
the FCC), the prior approval of the FCC or other Specified Authority, without
first obtaining such approval. The Agent and the Lenders specifically agree that
(a) voting rights in the ownership interests of the Companies will remain with
the holders thereof even in an Event of Default unless any required prior
consent of the FCC or other Specified Authority shall be obtained to the
transfer of such voting rights; (b) in an Event of Default, there will be either
a private or public sale of the ownership interests of the Companies; and (c)
prior to the exercise of member or other equityholder rights by a purchaser at
such sale, the prior consent of the FCC, pursuant to 47 U.S.C. ss. 310(d), in
each case only if required, will be obtained prior to such exercise. The
Borrower agrees to take any action which the Agent or any Lender may reasonably
request in order to cause the Agent and the Lenders to obtain and enjoy the full
rights and benefits granted to by this Agreement and the other Loan Documents,
including specifically, at the cost and expense of the Borrower, the use of its
best efforts to assist in obtaining approval of the FCC or any state or
municipality or other governmental authority for any action or transaction
contemplated by this Agreement or any Security Document which is then required
by law, and specifically, without limitation, upon request following an Event of
Default, to prepare, sign and file (or cause to be filed) with the FCC or such
state or municipality or other governmental authority the assignor's,
transferor's or controlling person's portion of any application or applications
for consent to (i) the assignment of any FCC License or transfer or control
thereof, (ii) any sale or sales of property constituting any Collateral by or on
behalf of the Lenders or (iii) any assumption by the Agent or the Lenders or
their designees of voting rights or management rights in property constituting
any Collateral effected in accordance with the terms of this Agreement.

         Section 13.13. Disclaimer of Reliance. The Borrower has not relied on
any oral representations concerning any of the terms or conditions of the Loans,
the Notes, this Agreement or any of the Security Documents in entering into the
same. The Borrower acknowledges and agrees that none of the officers of the
Agent or any Lender has made any representations that are inconsistent with the
terms and provisions of this Agreement, the Notes and the Security Documents,
and neither the Borrower nor any of its Affiliates has relied on any oral
promises or representations in connection therewith.

         Section 13.14. Environmental Indemnification. Without limiting the
generality of Section 13.02, in consideration of the execution and delivery of
this Agreement by the Lenders and the making of the Loans, the Borrower hereby
indemnifies, exonerates and holds the Lenders and each of their respective
officers, directors, employees and agents (collectively, the "Indemnified
Parties") free and harmless from and against any and all actions, causes of
action, suits, losses, costs, liabilities and damages, and expenses incurred in
connection therewith (irrespective of whether any such Indemnified Party is a
party to the action for which indemnification hereunder is sought), including
reasonable attorneys' fees and disbursements (collectively, the "Environmental
Liabilities"), incurred by the Indemnified Parties or any of them as a result
of, or arising out of, or relating to:

                                      -78-
<PAGE>

         (a) any investigation, litigation or proceeding related to any
environmental cleanup, audit, compliance or other matter relating to the
protection of the environment or the release by any Company of any Hazardous
Material; or

         (b) the presence on or under, or the escape, seepage, leakage,
spillage, discharge, emission, discharging or releases from, any real property
owned or operated by any Company of any Hazardous Material (including any
losses, liabilities, damages, injuries, costs, expense or claims asserted or
arising under any Environmental Law), regardless of whether caused by, or within
the control of, any Company;

except, in each case, for any such Environmental Liabilities arising for the
account of a particular Indemnified Party by reason of the relevant Indemnified
Party's negligence or misconduct, and if and to the extent that the foregoing
undertaking may be unenforceable for any reason, the Borrower agrees to make the
maximum contribution to the payment and satisfaction of each of the
Environmental Liabilities which is permissible under applicable law.
Notwithstanding anything to the contrary herein contained, the obligations and
liabilities under this Section shall survive and continue in full force and
effect and shall not be terminated, discharged or released in whole or in part
irrespective of whether all the Obligations have been paid in full or the
Commitments have been terminated and irrespective of any foreclosure of any
mortgage, deed of trust or collateral assignment on any real property or
acceptance by any Lender of a deed or assignment in lieu of foreclosure.

         XIV. DEFINITIONS.

         As used herein the following terms have the following respective
meanings:

         Accepting Lenders.  See Section 1.09.

         Accountants.  See Section 6.05.

         Acquisition. The acquisition by the Borrower or any Subsidiary, whether
         by way of the purchase of assets or stock, by merger or consolidation
         or otherwise, of (i) exclusive (or, with the prior written consent of
         the Required Lenders, non-exclusive) DBS Rights for the delivery of
         DIRECTV, (ii) any broadcast television business or (iii) any cable
         television business, including without limitation a swap of any such
         existing DBS Rights or business for any other such DBS Rights or any
         other such business or an equity contribution of any such DBS Rights or
         business to a Subsidiary by any Affiliate of any Company.

         Acquisition Agreements. With respect to any Permitted Acquisition, the
         respective acquisition, purchase or other agreement which sets forth
         the terms and conditions of such acquisition.

         Acquisition Compliance Certificate.  See Section 7.05.

         Acquisition Loans.  See Section 3.02.

         Adjusted Available Commitments. As of any date, the aggregate amount of
         the Commitments then in effect minus the Letter of Credit Exposure,
         minus that portion of the Permitted Seller Debt Outstandings not
         secured by Letters of Credit plus the amount by which the NRTC Letter
         of Credit Exposure as of such date exceeds the actual amount then owed
         to the NRTC by the Companies under the NRTC Member Agreements.

         Adjusted Excess Cash Flow. For any period, Excess Cash Flow for such
         period minus Restricted Payments made to fund PCC Preferred Stock
         Dividends under Section 5.04(b)(v).

         Affiliate(s). With respect to any Person, any other Person that would
         be considered to be an affiliate of any Company under Rule 144(a) of
         the Rules and Regulations of the Securities and Exchange Commission, as
         in effect on the date hereof, if such Company were issuing securities.

         Affiliate Subordination Agreements.  See Section 2.01.

         Agent.  See the Preamble.

         Aggregate Exposure.  See Section 1.01.

         Agreement.  See the Preamble.


                                      -79-
<PAGE>

         Aguadilla System. The cable television systems owned and operated by
         Pegasus San German in the communities of Aguadilla, Aguada Moca,
         Isabella and Quebradillas, Puerto Rico.

         Annualized EBITDA. For any fiscal quarter, (a) Location Cash Flow
         derived from the DBS Subsidiaries for such fiscal quarter, multiplied
         by four (4), plus (b) Location Cash Flow derived from the other
         Subsidiaries for such fiscal quarter and the immediately preceding
         three (3) fiscal quarters minus (c) corporate overhead charges for all
         of the Borrower's Subsidiaries for such fiscal quarter and the
         immediately preceding three (3) fiscal quarters (including Management
         Fees), all determined on a Consolidated basis in accordance with GAAP.

         Applicable Margin.  See Section 1.05.

         Approved Institution.  See the definition of "Cash Equivalents".

         Assignment and Acceptance.  See Article XII.

         At Risk Equipment.  See Section 4.28.

         Audited Financial Statements.  See Section 1.05.

         Authorized Officer. With respect to any certificate, agreement or other
         document to be executed by or on behalf of the Borrower or any
         Subsidiary or by the Parent, the chairman, president, chief executive
         officer, chief operating officer, chief financial officer, vice
         president, treasurer or director (serving as an officer) of such
         entity, who shall, in any event, be an officer duly authorized by all
         required action of such entity to execute and deliver such document.

         Available Commitments.  See Section 1.01.

         Average Subscriber Acquisition Cost. For any period, Subscriber
         Acquisition Costs divided by Gross Subscriber Additions.

         Base Rate. As of any date, the fluctuating interest rate per annum
         equal to the greater of (a) the rate established by Bankers Trust
         Company from time to time at its office in New York City as its "Base
         Rate" for commercial loans in United States Dollars, and (b) the
         Federal Funds Rate plus 1.00%; in each case, including any applicable
         adjustments for reserves or Federal Deposit Insurance Corporation
         requirements. The Base Rate is not necessarily intended to be the
         lowest rate of interest determined by Bankers Trust Company in
         connection with extensions of credit.

         Base Rate Loans. Loans bearing interest at a rate determined on the
         basis of the Base Rate.

         Borrower.  See the Preamble.

         Borrower Leverage Ratio.  See Section 5.01.

         Borrowing Date. With respect to any Loans requested hereunder, the date
         such Loans are to be made.

         Budget.  See Section 6.05.

         Business Day. (a) For all purposes other than as provided in clause (b)
         below, any day other than a Saturday, Sunday or legal holiday on which
         banks in New York, New York are open for the transaction of a
         substantial part of their commercial banking business; and (b) with
         respect to all notices and determinations in connection with, and
         payments of principal and interest on, LIBOR Loans, any day that is a
         Business Day described in clause (a) and that is also (i) a day when on
         which banks in London, England are open for the transaction of a
         substantial part of their commercial banking business and (ii) a day
         for trading by and between banks in U.S. Dollar deposits in the London
         interbank market.

         Capital Expenditures. For any period, the aggregate amount of payments
         made by the Companies during such period (including the aggregate
         amount of Capital Lease Obligations incurred during such period) for
         the rental, lease, purchase, construction or use of any fixed or
         capital assets (other than Permitted Acquisitions and Permitted
         Investments).

         Capital Lease. Any lease of property (real, personal or mixed) which,
         in accordance with GAAP and Statement No. 13 of the Financial
         Accounting Standards Board would be capitalized on the lessee's balance
         sheet.


                                      -80-
<PAGE>

         Capital Lease Obligations. All obligations of the Companies to pay rent
         or other amounts under a lease of (or other agreement conveying the
         right to use) property (real, personal or mixed) to the extent such
         obligations are required to be classified and accounted for as a
         capital lease on any such Company's balance sheet under GAAP, and, for
         purposes of this Agreement, the amount of such obligations shall be the
         capitalized amount thereof, determined in accordance with GAAP.

         Cash Equivalents. (a) Investments (of one year or less) in direct or
         guaranteed obligations of the United States, or any agency thereof; (b)
         investments (of 90 days or less) in certificates of deposit of the
         Lenders or any other domestic commercial bank of recognized standing
         having capital, surplus and undivided profits in excess of
         $100,000,000, membership in the Federal Deposit Insurance Corporation
         ("FDIC") and senior debt carrying one of the two highest ratings of
         Standard & Poor's Ratings Service, A Division of McGraw Hill, Inc., or
         Moody's Investors Service, Inc. (an "Approved Institution"); (c)
         investments (of 90 days or less) in commercial paper given one of the
         two highest ratings by an Approved Institution; (d) investments
         redeemable at any time without penalty in money market instruments
         placed through a Lender or an Approved Institution;(e) repurchase
         agreements fully collateralized by United States government securities;
         and (f) deposits fully insured by the FDIC.

         Casualty Event. Any loss of, or damages to, or any condemnation or
         other taking of any assets or property of the Companies for which any
         Company receives insurance proceeds, proceeds of a condemnation award
         or other compensation.

         CATV Franchise. All franchises, licenses, authorizations or rights by
         contract or otherwise to construct, own, operate, promote, extend
         and/or otherwise exploit any System operated or granted by any state,
         county, city, town, village or other local or state government
         authority or by the FCC. The term "Franchise" shall include each of the
         CATV Franchises set forth on Schedule 4.07.

         CATV Franchise Consents. In connection with any Acquisition of cable
         television properties, all consents of the applicable franchising
         authorities to the collateral assignment of the related CATV Franchises
         to the Agent, on behalf of the Lenders, the grant of security interests
         in such cable television properties and the execution and delivery of
         the related Security Documents required hereunder.

         CERCLA. The Comprehensive Environmental Response, Compensation and
         Liability Act of 1989 (42 USC 9601, et. seq.).

         Churn Adjusted Borrower Leverage Ratio.  See Section 5.01.

         Churned Subscribers. For any period, subscribers to the DBS services
         offered by the DBS Subsidiaries as of the first day of such period
         which cease to be subscribers during such period (including any such
         subscribers whose service has been discontinued for non-payment, but
         excluding any such subscribers discontinued in connection with a
         Disposition) minus any subscribers which resubscribe to such DBS
         services during such period.

         CIBC.  Canadian Imperial Bank of Commerce.

         Closing Date. The date on which this Agreement becomes effective and
         the first new Loans are made or the first new Letter of Credit is
         issued.

         Co-Arrangers.  See the Preamble.

         Code. The Internal Revenue Code of 1986, as amended, and the rules and
         regulations promulgated thereunder.

         Collateral. Collectively, any and all collateral referred to herein and
         in the Security Documents.

         Collateral Account. The "Collateral Account", as defined in the
         Security Agreements.

         Commitment and Commitments.  See Section 1.01.

         Commitment Fee.  See Section 1.10.

         Commitment Fee Rate.  See Section 1.10.


                                      -81-
<PAGE>

         Commitment Reduction Notice.  See Section 1.08.

         Commitment Reserve. As of any date, the aggregate amount by which the
         Revolving Notes shall have been temporarily prepaid from the Net Cash
         Proceeds of any Disposition, as provided under Section 1.09(d)(1) in
         anticipation of the redeployment of such funds for purposes of
         financing Capital Expenditures and/or any Permitted Acquisition. With
         respect to any such Disposition, the amount so prepaid and deemed part
         of the Commitment Reserve shall be available for borrowing under
         Sections 1.01 and 3.03 subject to the terms and within the time periods
         provided in Section 1.09(d)(2) and, if not so borrowed for reinvestment
         as contemplated therein, shall be applied to permanent reductions of
         the Commitments under Section 1.09(e).

         Companies.  Collectively, the Borrower and its Subsidiaries.

         Compliance Report.  See Section 6.05.

         Compliance Report Delivery Date.  See Section 1.05.

         Consolidated and Consolidating. When used with reference to financial
         or accounting terms, that term as applied to the accounts of the
         Borrower (or other specified Person) and all of its Subsidiaries, or
         such of its Subsidiaries as may be specified, consolidated (or
         combined) or consolidating (or combining), as the case may be, in
         accordance with GAAP and with appropriate deductions for minority
         interests in Subsidiaries.

         Controlled Group. All trades or businesses (whether or not
         incorporated) under common control that, together with the Borrower,
         are treated as a single employer under Section 414(b) or 414(c) of the
         Code or Section 40001 of ERISA.

         Copyright Office. The United States Copyright and Trademark Office or
         any other federal government agency which may hereafter perform its
         functions.

         Cost of Churn. For any fiscal period, the number of Churned Subscribers
         for such period multiplied by the Average Subscriber Acquisition Costs
         for such period.

         Credit Extension Date. With respect to any Loans or Letter of Credit
         requested hereunder, the date such Loans are to be made or such Letter
         of Credit is issued.

         Current Assets. On any date, all assets of the Companies (other than
         the Special Purpose Subsidiary) on such date which, in accordance with
         GAAP, would be classified on a Consolidated balance sheet of the
         Companies as "current assets".

         Current Liabilities. On any date, all liabilities of the Companies
         (other than the Special Purpose Subsidiary) on such date which, in
         accordance with GAAP, would be classified on a Consolidated balance
         sheet of the Companies as "current liabilities" (other than the current
         portion of long-term Indebtedness).

         Damaged Property.  See Section 6.02.

         DBS.  See the Recitals.

         DBS Agreements. The NRTC Member Agreements and any and all other
         agreements entered into by the Borrower or any of the Subsidiaries from
         time to time (as amended from time to time with the Lenders' consent,
         if required under this Agreement), to license the right to deliver DBS
         Services.

         DBS Rights. Any rights to market, sell, deliver and retain revenues
         from direct broadcast television programming initially transmitted over
         satellite frequencies, and all rights to distribute services of the
         type known as "DBS Services" under the NRTC Member Agreements,
         including without limitation all such rights with respect to DIRECTV
         and DBS under the DirecTV Agreements or the NRTC Member Agreements.

         DBS Subscriber Areas. On any date, all of the geographic areas in which
         the Companies, or any of them, have the right to distribute DIRECTV and
         other DBS services, as described in the NRTC Member Agreements.

         DBS Subsidiaries. Any Subsidiary of the Borrower which now or hereafter
         holds DBS Rights.


                                      -82-
<PAGE>

         Default. (a) An Event of Default or (b) an event or condition that, but
         for the requirement that time elapse or notice be given, or both, would
         constitute an Event of Default.

         Defaulting Lender. Any Lender with respect to which a Lender Default is
         in effect.

         DirecTV. DirecTV, Inc., an affiliate of HCG, and any successor thereof.

         DIRECTV. The video, audio and data services provided over satellite
         frequencies by DirecTV.

         DirecTV Agreements. The HCG Agreement (as defined in the NRTC Member
         Agreements) whether or not assigned to DirecTV by HCG, and any other
         material agreements under which NRTC has obtained rights to distribute
         DBS services covered by any of the NRTC Member Agreements or has
         obtained any other DBS Rights granted to any of the Companies by NRTC.

         Disposition.  See Section 7.03.

         Documentation Agent. See the Preamble.

         Dollars and $. Lawful money of the United States of America.

         DTS.  See the Recitals.

         DTS Agent.  See the Recitals.

         DTS Credit Agreement. See the Recitals.

         DTS Indiana. Digital Television Services of Indiana, LLC, a Georgia
         limited liability company.

         DTS Lenders.  See the Recitals.

         DTS Letters of Credit.  See Section 1.02.

         DTS Management. DTS Management, LLC, a Georgia limited liability
         company.

         DTS Merger. The merger of DTS with and into PST, with PST being the
         surviving corporation and, following such merger, the sole equityholder
         in DTS Management and DTS Indiana.

         EBITDA. For any period, Net Income for such period, plus, to the extent
         deducted in the determination of Net Income and not otherwise restored
         in accordance with the definition of such term, (a) Subscriber
         Acquisition Costs, (b) Total Interest Expense, (c) depreciation, (d)
         amortization, (e) taxes in respect of income and profits expensed
         during such period, including without limitation but without
         duplication payments paid under the Tax Sharing Agreement as permitted
         in Section 5.04, (f) Transaction Costs, and (g) other non-cash expenses
         (including the amortization of television program license and rental
         fees) minus (h) television program license and rental fees actually
         paid in cash; all determined on a Consolidated basis in accordance with
         GAAP.

         Effective Date.  See Section 1.11.

         Environmental Data Report.  See Section 4.24.

         Environmental Laws. Any and all present and future Federal, state,
         local and foreign laws, rules or regulations, and any orders or
         decrees, in each case as now or hereafter in effect, relating to the
         regulation or protection of human health, safety or the environment or
         to emissions, discharges, releases or threatened releases of
         pollutants, contaminants, chemicals or toxic or hazardous substances or
         wastes into the indoor or outdoor environment, including, without
         limitation, ambient air, soil, surface water, ground water, wetlands,
         land or subsurface strata, or otherwise relating to the manufacture,
         processing, distribution, use, treatment, storage, disposal, transport
         or handling of pollutants, contaminants, chemicals or toxic or
         hazardous substances or wastes.

         Environmental Liabilities.  See Section 13.14.

         Environmental Questionnaire.  See Section 4.24.


                                      -83-
<PAGE>

         Environmental Site Assessment. A so-called "Phase I" site assessment
         prepared by an environmental consulting firm of national reputation
         reasonably satisfactory to the Agent, together with a letter from such
         firm to the Agent authorizing the Agent and the Lenders to rely
         thereon.

         Equity Securities. With respect to any Person that is a corporation,
         the authorized shares of such Person's capital stock, including all
         classes of common, preferred, voting and nonvoting capital stock, and,
         as to any Person that is not a corporation or an individual, the
         ownership interests in such Person, including, without limitation, the
         right to share in profits and losses, the right to receive
         distributions of cash and property, and the right to receive
         allocations of items of income, gain, loss, deduction and credit and
         similar items from such Person, whether or not such interests include
         voting or similar rights entitling the holder thereof to exercise
         control over such Person

         ERISA.  The Employee Retirement Security Act of 1974, as amended.

         Event of Default.  See Article VIII.

         Excess Cash Flow. For any period, EBITDA for such period minus (a)
         Fixed Charges for such period, minus (b) Subscriber Acquisition Costs
         for such period, to the extent not included in Fixed Charges, minus (c)
         voluntary prepayments of the Notes made during such period, as provided
         in Section 1.08 minus (d) Restricted Payments made under Section
         5.04(b)(vii) minus (e) payments of principal made in respect of
         Permitted Seller Debt and Permitted Seller Subordinated Debt, minus (f)
         any increase in Working Capital during such period, measured as of the
         last day of such period by comparison with Working Capital on the first
         day of such period, plus (g) any decrease in Working Capital during
         such period, measured as of the last day of such period by comparison
         with Working Capital on the first day of such period.

         Excess SAC Cash.  See Section 7.10.

         Excluded Disposition. A Disposition permitted under Section 7.03(a) or
         Section 7.03(b), so long as no Default has occurred and is continuing
         on the date such Disposition is consummated.

         Exemption Certificate.  See Section 1.13.

         Expiration Date.  See Section 1.01.

         FAA. The Federal Aviation Administration or any other federal
         governmental agency which may hereafter perform its functions.

         FCC. The Federal Communications Commission or any other federal
         governmental agency which may hereafter perform its functions.

         FCC Consents. In connection with any Acquisition of broadcast
         television properties, all consents of the FCC to such Acquisition and
         to the execution and delivery of the related Security Documents
         required hereunder.

         FCC Licenses. Any Licenses issued by the FCC, including those listed on
         Schedule 4.08.

         Federal Funds Rate. For any period, a fluctuating interest rate per
         annum (based on a 360 day year) equal for each day during such period
         to the weighted average of the rates of interest charged on overnight
         Federal funds transactions with member banks of the Federal Reserve
         System arranged by Federal funds brokers on such day, as published for
         any day which is a Business Day by the Federal Reserve Bank of New York
         (or, in the absence of such publication, as reasonably determined by
         the Agent).

         Fee Agreements. The Fee Agreements entered into as of November 30,
         1999, between the Borrower and each of the Agent, the Syndication Agent
         and the Documentation Agent, as amended from time to time in accordance
         with the respective terms thereof.


                                      -84-
<PAGE>

         Finance Subsidiary. A Subsidiary formed and wholly owned by the Special
         Purpose Subsidiary, (a) to which the Special Purpose Subsidiary
         contributes all SAC Commissions received in exchange for its financing
         of Subscriber Acquisition Costs for the DBS Subsidiaries, and (b) all
         shares of capital stock of which the Special Purpose Subsidiary
         dividends to PSTH immediately after such contribution.

         Financial Statements.  See Section 4.01.

         Fixed Charge Coverage Ratio.  See Section 5.03.

         Fixed Charges. For any fiscal period, the sum of (a) Costs of Churn for
         such fiscal period, (b) Total Debt Service for such period (excluding
         payments of principal in respect of Permitted Seller Debt and Permitted
         Seller Subordinated Debt); (b) Capital Expenditures made by the
         Companies during such fiscal period; (c) taxes paid or payable by the
         Companies (other than the Special Purpose Subsidiary) during such
         fiscal year in respect of income and profits, including without
         limitation payments owed under the Tax Sharing Agreement; and (d)
         Restricted Payments made to PCC during such period under Section
         5.04(b)(vi).

         Franchise Areas.  The communities listed in Schedule 4.09.

         GAAP. Generally accepted accounting principles set forth in the
         opinions and pronouncements of the Accounting Principles Board of the
         American Institute of Certified Public Accountants and statements and
         pronouncements of the Financial Accounting Standards Board or such
         other entity as may be approved by a significant segment of the
         accounting profession, as in effect on December 31, 1998, applied on a
         basis consistent with (a) the application of the same in prior fiscal
         periods, (b) that employed by the Accountants in preparing the
         financial statements referred to in Section 6.05(a) and (c) the
         accounting principles generally utilized in the cable television,
         broadcast television or direct broadcast satellite industry, as the
         case may be.

         General Purpose Letter of Credit Exposure. The portion of the aggregate
         Letter of Credit Exposure arising from General Purpose Letters of
         Credit.

         General Purpose Letters of Credit. Any and all Letters of Credit issued
         pursuant hereto, other than NRTC Letters of Credit and Seller Letters
         of Credit, provided that no such Letter of Credit may be issued for the
         purpose of supporting any Indebtedness constituting "antecedent debt"
         (as such term is used in Section 547 of the United States Bankruptcy
         Code) unless the Agent shall otherwise consent.

         Governmental Authority. Any nation or government, any state or other
         political subdivision thereof and any entity exercising any executive,
         legislative, judicial, regulatory or administrative functions of, or
         pertaining to, government.

         Gross Subscriber Additions. For any period, the total amount of Paying
         Subscribers for DBS services of the DBS Subsidiaries added in the
         ordinary course of operations of such Companies, excluding (a) any
         Paying Subscribers which resubscribe to the Companies' DBS services
         during such period, (b) any Paying Subscribers purchased, acquired or
         swapped during such period and (c) any Paying Subscribers sold or
         otherwise disposed of during such period.

         Guarantee. With respect to the Borrower or a specified Person:

             (a) any guarantee by the Borrower (or such specified Person) of the
         payment or performance of, or any contingent obligation by the Borrower
         (or such specified Person) in respect of, any Indebtedness or other
         obligation of any primary obligor;

             (b) any other arrangement whereby credit is extended to a primary
         obligor on the basis of any promise or undertaking of the Borrower (or
         such specified Person), including any binding "comfort letter",
         "makewell agreement" or "keepwell agreement" written by the Borrower
         (or such specified Person), to a creditor or prospective creditor of
         such primary obligor, to (i) pay the Indebtedness of such primary


                                      -85-
<PAGE>

         obligor, (ii) purchase an obligation owed by such primary obligor,
         (iii) pay for the purchase or lease of assets or services regardless of
         the actual delivery thereof or (iv) maintain the capital, working
         capital, solvency or general financial condition of such primary
         obligor;

             (c) any liability of the Borrower (or such specified Person), as a
         general partner of a partnership in respect of Indebtedness or other
         obligations of such partnership;

             (d) any liability of the Borrower (or such specified Person) as a
         joint venturer of a joint venture in respect of Indebtedness or other
         obligations of such joint venture;

             (e) any liability of the Borrower (or such specified Person) with
         respect to the tax liability of others as a member of a group (other
         than a group consisting solely of the Borrower and its Subsidiaries)
         that is Consolidated for tax purposes; and

             (f) reimbursement obligations, whether contingent or matured, of
         the Borrower (or such specified Person) with respect to letters of
         credit, bankers acceptances, surety bonds, other financial guarantees
         and Interest Rate Protection Agreements,

         in each case whether or not any of the foregoing are reflected on the
         balance sheet of the Borrower (or such specified Person) or in a
         footnote thereto, provided, however, that the term "Guarantee" shall
         not include endorsements for collection or deposit in the ordinary
         course of business. The amount of any Guarantee and the amount of
         Indebtedness resulting from such Guarantee shall be the maximum amount
         that the guarantor may become obligated to pay in respect of the
         obligations (whether or not such obligations are outstanding at the
         time of computation).

         Hazardous Materials. (a) any petroleum or petroleum products, flammable
         materials, explosives, radioactive materials, asbestos, urea
         formaldehyde foam insulation, and transformers or other equipment that
         contain polychlorinated biphenyls ("PCB's"), (b) any chemicals or other
         materials or substances that are now or hereafter become defined as or
         included in the definition of "hazardous substances", "hazardous
         wastes", "hazardous materials", "extremely hazardous wastes",
         "restricted Hazardous wastes", "toxic substances", "toxic pollutants",
         "contaminants", "pollutants" or words of similar import under any
         Environmental Law and (c) any other chemical or other material or
         substance, exposure to which is now or hereafter prohibited, limited or
         regulated under any Environmental Law.

         HCG. Hughes Communications Galaxy, Inc. and any successor thereof.

         Headend Site Leases. See Section 4.13.

         Hedging Lender. Any Lender, or any affiliate of any Lender, which from
         time to time enters into a Rate Hedging Agreement with any Company.

         Incremental Term Loan Principal.  See Section 1.04.

         Incremental Term Loans.  See Section 1.04.

         Incremental Term Notes.  See Section 1.04.

         Indebtedness or indebtedness. With respect to the Borrower or any
         specified Person, all obligations, contingent or otherwise, which in
         accordance with GAAP are required to be classified upon the balance
         sheet of the Borrower (or other specified Person) as liabilities, but
         in any event including (without duplication):

             (a) borrowed money;

             (b) indebtedness evidenced by notes, debentures or similar
         instruments,


                                      -86-
<PAGE>

             (c) Capital Lease Obligations;

             (d) the deferred purchase price of assets, services or securities,
         including related noncompetition, consulting and stock repurchase
         obligations (other than ordinary trade accounts payable within six
         months after the incurrence thereof in the ordinary course of
         business);

             (e) mandatory redemption or cash dividend rights on capital stock
         (or other Equity Securities),

             (f) reimbursement obligations, whether contingent or matured, with
         respect to letters of credit, bankers acceptances, surety bonds, other
         financial guarantees and Rate Hedging Agreements (without duplication
         of other Indebtedness supported or guaranteed thereby);

             (g) unfunded pension liabilities;

             (h) obligations that are immediately and directly due and payable
         out of the proceeds of or production from property;

             (i) liabilities secured by any Lien existing on property owned or
         acquired by the Borrower (or such specified Person), whether or not the
         liability secured thereby shall have been assumed; and

             (j) all Guarantees in respect of Indebtedness of others.

         Indemnified Parties.  See Section 13.14.

         Initial Term Loans.  See Section 1.03.

         Initial Term Notes.  See Section 1.03.

         Insurance Proceeds. With respect to any Casualty Event, any proceeds of
         insurance, condemnation award or other compensation in respect thereof.

         Interest Coverage Ratio. See Section 5.02.

         Interest Expense. For any period, the aggregate amount (determined on a
         Consolidated basis in accordance with GAAP) of interest, commitment
         fees, letter of credit fees and net payments under Rate Hedging
         Agreements accrued (whether such interest is reflected as an item of
         expense or capitalized, but excluding interest paid in kind) during
         such period (including without limitation the Commitment Fee, the
         Issuance Fee, the Letter of Credit Fee and the interest component of
         Capital Lease Obligations, but excluding non-recurring structuring and
         facility fees payable under the Fee Agreements and interest in respect
         of overdue trade payables) by the Companies (other than the Special
         Purpose Subsidiary) in respect of all Indebtedness for borrowed money.

         Interest Rate Option Notice. A notice given by the Borrower to the
         Agent of the Borrower's election to convert Loans to a different type
         or continue Loans as the same type, in accordance with Section 1.06(c).

         Investment. With respect to the Borrower or any specified Person and
         whether made or acquired by purchase, exchange, issuance of stock or
         other Equity Securities, merger, consolidation, reorganization or
         otherwise:

             (a) any share of capital stock, partnership, membership or other
         equity interest, evidence of Indebtedness or other security issued by
         any other Person (other than securities acquired in connection with the
         satisfaction or enforcement of, or as security for, Indebtedness or
         claims due to the Borrower (or such specified Person));

             (b) any loan, advance or extension of credit to, or contribution to
         the capital of, any other Person (other than trade and customer
         accounts receivable for property leased, goods furnished or services
         rendered in the ordinary course of business and payable on a current
         basis in accordance with customary trade terms);


                                      -87-
<PAGE>

             (c) any Guarantee of the Indebtedness of any other Person;

             (d) any acquisition of all, or any division or similar operating
         unit of, the business of any other Person or the assets comprising such
         business, division or unit; and

             (e) any other similar investment.

         Issuance Fee.  See Section 1.02.

         Issuing Bank. Bankers Trust Company, any affiliate thereof (including
         but not limited to Deutsche Bank AG, New York Branch) designated by
         Bankers Trust Company or any other Lender which may serve as the
         "Issuing Bank" in the event that Bankers Trust Company elects to cease
         providing letter of credit services hereunder.

         Junior Reorganization Securities. With respect to any Seller
         Subordination Agreement, debt or equity securities of the Company
         obligated under the applicable Permitted Seller Subordinated Debt, or
         of any successor corporation provided for by a plan of reorganization,
         that are subordinated at least to the same extent that such Permitted
         Seller Subordinated Debt is subordinated to the payment of the
         Obligations then outstanding (including all limitations on rights of
         action set forth in such Seller Subordination Agreement and all other
         obligations and restrictions imposed thereunder); provided that (a) if
         a new corporation results from such reorganization, such corporation
         shall have assumed all Obligations not paid in full in cash in
         connection with such reorganization and (b) no such debt or equity
         securities shall be permitted if the issuance thereof causes or could
         cause the applicable Permitted Seller Subordinated Debt to be treated
         in any bankruptcy, reorganization or similar proceeding as part of (i)
         the same class of claims as any of the Obligations or (ii) any class of
         claims pari passu with, or senior to, any of the Obligations with
         respect to any payment or distribution.

         Lender Default. (a) The refusal (which has not been retracted) of a
         Lender to make available its portion of any Loan or, if applicable, to
         fund its portion of any Letter of Credit Disbursement, or (b) a Lender
         having notified the Borrower and/or the Agent in writing that it does
         not intend to lend under this Agreement or comply with its obligation,
         if any, with respect to any Letter of Credit Disbursement; in either
         case other than by reason of any failure of the Borrower to meet any
         material condition precedent thereto hereunder.

         Lenders.  See the Preamble.

         Letter of Credit and Letters of Credit.  See Section 1.02.

         Letter of Credit Disbursement.  See Section 1.02.

         Letter of Credit Documents.  See Section 1.02.

         Letter of Credit Exposure. The sum of (a) the aggregate amount of all
         Reimbursement Obligations and (b) the aggregate undrawn amount under
         all outstanding Letters of Credit. The Letter of Credit Exposure of any
         Lender at any time shall mean its pro rata percentage of the aggregate
         Letter of Credit Exposure, based on the aggregate Commitments.

         Letter of Credit Fee.  See Section 1.02.

         Letter of Credit Request.  See Section 1.02.

         LIBOR Base Rate. With respect to each day during each Interest Period
         pertaining to any LIBOR Loan, the rate per annum determined by the
         Agent to be the arithmetic mean of the offered rates for deposits in
         Dollars with a term comparable to such Interest Period that appears on
         the Telerate British Bankers Assoc. Interest Settlement Rates Page (as
         defined below) at approximately 11:00 A.M., London time, on the second
         full Business Day preceding the first day of such Interest Period;
         provided, however, that if there shall at any time no longer exist a
         Telerate British Bankers Assoc. Interest Settlement Rates Page, the
         term "LIBOR Base Rate" shall mean, with respect to each day during each
         Interest Period pertaining to any LIBOR Loan, the rate per annum equal


                                      -88-
<PAGE>

         to the rate at which the Agent is offered Dollar deposits at or about
         10:00 A.M., New York City time, two (2) Business Days prior to the
         beginning of such Interest Period in the London interbank deposit
         market where the eurodollar and foreign currency and exchange
         operations in respect of its LIBOR Loans are then being conducted for
         delivery on the first day of such Interest Period for the number of
         days comprised therein and in an amount comparable to the amount of its
         LIBOR Loan to be outstanding during such Interest Period. As used
         herein, the "Telerate British Bankers Assoc. Interest Settlement Rates
         Page" means the display designated as Page 3750 on the Telerate System
         Incorporated Service (or such other page as may replace such page on
         such service for the purpose of displaying the rates at which Dollar
         deposits are offered by leading banks in the London interbank deposit
         market).

         LIBOR Loans. Loans bearing interest at a rate determined on the basis
         of the LIBOR Rate.

         LIBOR Period. With respect to each LIBOR Loan, the period commencing on
         the date such Loan is made or converted from a Base Rate Loan, or the
         last day of the immediately preceding LIBOR Period, as to LIBOR Loans
         being continued as such, and ending one (1), two (2), three (3) or six
         (6) months thereafter, as the Borrower may elect in the applicable Loan
         Request or Interest Rate Option Notice, provided that:

             (a) any LIBOR Period (other than an LIBOR Period determined
         pursuant to clause (d) below) that would otherwise end on a day that is
         not a Business Day shall be extended to the next succeeding Business
         Day unless such Business Day falls in the next calendar month, in which
         case such Interest Period shall end on the immediately preceding
         Business Day;

             (b) if the Borrower shall fail to give notice as provided in
         Section 1.04, the Borrower shall be deemed to have requested a
         conversion of the affected LIBOR Loan to a Base Rate Loan on the last
         day of the then current LIBOR Period with respect thereto;

             (c) any LIBOR Period relating to a LIBOR Loan that begins on the
         last Business Day of a calendar month (or on a day for which there is
         no numerically corresponding day in the calendar month at the end of
         such Interest Period) shall, subject to clause (d) below, end on the
         last Business Day of a calendar month;

             (d) any LIBOR Period related to a LIBOR Loan that would otherwise
         end after the final maturity date of the Loans shall end on such final
         maturity date;

             (e) no LIBOR Period shall include a principal repayment date for
         the Loans unless an aggregate principal amount of Loans at least equal
         to the principal amount due on such principal repayment date shall be
         Base Rate Loans or LIBOR Loans having Interest Periods ending on or
         before such date; and

             (f) notwithstanding clauses (d) and (e) above, no Interest Period
         shall have a duration of less than one (1) month.

         LIBOR Rate. With respect to each day during each Interest Period
         pertaining to a LIBOR Loan, a rate per annum determined for such day in
         accordance with the following formula (rounded upward, if necessary, to
         the nearest 1/16th of 1%):

                                LIBOR Base Rate
                        1.00 - LIBOR Reserve Requirements

         LIBOR Reserve Requirements. For any day as applied to a LIBOR Loan, the
         aggregate (without duplication) of the rates (expressed as a decimal
         fraction) of reserve requirements in effect on such day (including
         without limitation basic, supplemental, marginal and emergency
         reserves) under any regulations of the Board of Governors of the
         Federal Reserve System (or other Governmental Authority having
         jurisdiction with respect thereto) prescribed for eurocurrency funding
         (currently referred to as "Eurocurrency Liabilities" in Regulation D of
         such Board) maintained by a member bank of the Federal Reserve System.


                                      -89-
<PAGE>

         License Agreements. The several Operating Agreements dated as of
         October 31, 1994 between PBT and each of the License Subsidiaries, as
         the same are in effect as of the date hereof, and all similar Operating
         Agreements entered into after the date hereof in connection with the
         acquisition of new Stations.

         License Subsidiaries. WDBD License Corp., WDSI License Corp., HMW,
         Inc., Pegasus Broadcast Associates, L.P., and WOLF License Corp., each
         a Subsidiary of Pegasus Broadcast Television, Inc. formed for the sole
         purpose of owning one or more FCC Licenses.

         Licenses. A license, authorization or permit to construct, own or
         operate any Station granted by the FCC or any other Governmental
         Authority. The term "License" shall include each of the Licenses set
         forth on Schedule 4.07.

         Lien. Any mortgage, pledge, hypothecation, deposit arrangement,
         encumbrance, assignment, lien (statutory or other), charge, option or
         other security interest, any restriction or any preference, priority or
         other security agreement or preferential arrangement of any kind or
         nature whatsoever (including, without limitation, any conditional sale
         or other title retention agreement and any Capital Lease having
         substantially the same economic effect as any of the foregoing).

         LMA. A local marketing agreement, program service agreement or time
         brokerage agreement between a broadcaster and a television station
         licensee pursuant to which the broadcaster provides programming to, and
         retains the advertising revenues of, such station in exchange for fees
         paid to licensee.

         LMA Purchase Option. With respect to any Permitted LMA, any option to
         purchase the broadcast station or assets subject thereto which is
         binding upon any one or more of the Companies.

         Loan Documents. This Agreement, the Notes, the Security Documents and
         all other agreements, instruments and certificates contemplated hereby
         and thereby, including without limitation any Rate Hedging Agreements
         entered into with any of the Lenders or their Affiliates.

         Loan Request.  See Section 1.06.

         Loans.  The Revolving Loans and the Term Loans.

         Location Cash Flow. With respect to any Subsidiary or Subsidiaries
         (other than the Special Purpose Subsidiary) of the Borrower, for any
         fiscal period, EBITDA for such period derived from such Subsidiary or
         Subsidiaries, after restoring thereto amounts deducted for corporate
         overhead charges, determined on a Consolidated basis in accordance with
         GAAP.

         Management Fees. Amounts due and payable by the Companies (other than
         the Special Purpose Subsidiary) to the Manager in consideration for
         management and administrative support services.

         Manager. Pegasus Communications Management Company, a Pennsylvania
         corporation which is wholly owned by the Parent.

         Mandatory Prepayment Date. See Section 1.09.

         Margin Stock.  See Section 4.17.

         Material Adverse Effect. (a) An adverse effect on the validity or
         enforceability of this Agreement or any of the other Loan Documents in
         any material respect, (b) an adverse effect on the condition (financial
         or other), business, results of operations, prospects or properties of
         the Borrower and its Subsidiaries, taken as a whole, in any material
         respect or (c) an impairment of the ability of the Companies to fulfill
         their obligations under this Agreement or any other Loan Document to
         which any Company is a party, in any material respect.

         MCT. MCT Cablevision Limited Partnership, a Delaware limited
         partnership which is a Subsidiary of Pegasus Cable Television, Inc.

         MCT Note Documents. The $15,000,000 Second Amended and Restated
         Promissory Note dated March 12, 1993, issued to Philips Credit
         Corporation by MCT; endorsed by Philips Credit Corporation to the
         Borrower and by the Borrower to the Agent; the $9,074,135.13 Second
         Amended and Restated Promissory Note dated March 12, 1993, issued to
         Philips Credit Corporation by MCT, endorsed by Philips Credit


                                      -90-
<PAGE>

         Corporation to the Borrower and by the Borrower to the Agent; and any
         and all other instruments, documents, certificates and agreements
         executed and delivered in connection therewith.

         MCT Systems. The Systems serving Mayaguez, Puerto Rico and certain
         contiguous communities and owned and operated by MCT.

         Mortgages. Collectively, one or more mortgages, deeds of trust, deeds
         to secure debt or collateral assignments of leasehold interest, in form
         and substance satisfactory to the Agent, to effect a Lien on real
         property or leasehold interests in the state where the respective real
         property to be covered by such instrument is located, executed by the
         party that is the owner or lessee of such real property in favor of the
         Agent (or, in the case of a deed of trust, in favor of a trustee for
         the benefit of the Agent and the Lenders), covering the respective fee
         or leasehold interest owned by the such party, and duly recorded, as
         said mortgages, deeds of trust, deeds to secure debt, leasehold deeds
         of trust and collateral assignments of leasehold interests may be
         modified and supplemented and in effect from time to time.

         Net Cash Proceeds. With respect to any Disposition, the aggregate
         amount of all cash payments received by (a) any Company or (b) any
         Qualified Intermediary, as defined in the United States Treasury
         Regulations promulgated under Section 1031 of the Code and as used in
         connection with a like-kind exchange under such Section 1031, directly
         or indirectly, in connection with such Disposition, whether at the time
         thereof or after such Disposition under deferred payment arrangements
         or investments entered into or received in connection with such
         Disposition, minus the aggregate amount of any legal, accounting,
         regulatory, title and recording tax expenses, commissions and other
         fees and expenses paid by any Company in connection with such
         Disposition, and minus any income taxes payable by any Company in
         connection with such Disposition.

         Net Income. For any period, net income of the Companies (other than the
         Special Purpose Subsidiary) from their respective operations, after
         deducting all operating expenses, provisions for all taxes and reserves
         (including Management Fees and reserves for deferred income taxes) and
         all other proper deductions (including Interest Expense), but excluding
         (a) any gains or losses derived from any sales of assets made during
         such period, to the extent such gains or losses are properly includable
         in the determination of Net Income such period, (b) the effect of
         Trades, and (c) non-cash restructuring charges, provided that
         subsequent cash payments made in respect of such charges shall be
         deducted in determining Net Income for the relevant period, all
         determined on a Consolidated basis in accordance with GAAP.

         New Lender. See Section 1.20.

         New Lenders. See the Recitals.

         Notes. See Section 1.04.

         NRTC. The National Rural Telecommunications Cooperative, a District of
         Columbia corporation, and any successor thereto under the NRTC Member
         Agreements.

         NRTC Consents. In connection with any Acquisition of DBS Rights, all
         NRTC or DirecTV consents to the collateral assignment of any related
         NRTC Member Agreements and any other DBS Agreements to the Agent, on
         behalf of the Lenders.

         NRTC Letter of Credit Exposure. That portion of the aggregate Letter of
         Credit Exposure arising from NRTC Letters of Credit.

         NRTC Letters of Credit. Any and all Letters of Credit issued in favor
         of the NRTC, as beneficiary.

         NRTC Member Agreements. The NRTC/Member Agreements for Marketing and
         Distribution of DBS Services between any Company and the NRTC listed as
         such on Schedule 4.12, as amended through the date hereof (including
         without limitation the amendment described on Schedule 4.12 providing
         for certain letter of credit requirements in connection with the
         delivery of DBS by the Subsidiaries to certain households in the DBS
         Subscriber Areas), as originally executed and delivered and as amended
         in accordance with Section 7.11, pursuant to which the DBS Subsidiaries
         hold the exclusive rights to provide cable programming services and all
         other video, audio and data packages transmitted by DirecTV over the
         DirecTV frequencies (as defined therein) to residential and commercial


                                      -91-
<PAGE>

         subscribers in specified service areas, and any other NRTC/Member
         Agreements for Marketing and Distribution of DBS Services or other
         agreements between any Company and the NRTC for the provision of DBS
         services in any other specified service areas not covered by the
         existing NRTC Member Agreements referred to above.

         Obligations. The Loans, the Borrower's obligations to repay Letter of
         Credit Disbursements and the other obligations of the Companies under
         this Agreement and the other Loan Documents, including without
         limitation any and all future loans, advances, debts, liabilities,
         obligations, covenants and duties owing by the Companies to the Agent,
         the Lenders and the Hedging Lenders, or any of them, of any kind or
         nature, whether or not evidenced by any note, mortgage or other
         instrument, whether arising by reason of an extension of credit, loan,
         guarantee, letter of credit, indemnification or in any other manner,
         whether direct or indirect (including those acquired by assignment),
         absolute or contingent, due or to become due, now existing or hereafter
         arising and however acquired. The term "Obligations" also includes,
         without limitation, all interest, charges, expenses, fees (including
         attorneys', accountants', appraisers', consultants' and other fees) and
         any other sums chargeable to the Companies under this Agreement or any
         other Loan Documents.

         Offering. The Parent's offering of the PCC Exchange Notes pursuant to
         the PCC Exchange Indenture in exchange for the outstanding 12 1/2%
         Series B Senior Subordinated Notes Due 2007 issued by DTS and DTS
         Capital, Inc.

         Offering Memorandum. The Offering Memorandum dated October 5, 1999,
         setting forth information regarding the Parent, the Borrower and its
         Subsidiaries and the PCC Exchange Notes in connection with the sale of
         the PCC Exchange Notes.

         Opening Balance Sheet. See Section 4.01.

         Organizational Documents. (a) With respect to any corporation, its
         certificate or articles of incorporation and by-laws, (b) with respect
         to any partnership, its partnership certificate and partnership
         agreement, (c) with respect to any limited liability company, its
         certificate of formation and operating agreement and (d) with respect
         to any other entity, the documents pursuant to which such entity was
         formed and organized.

         Original Agreement. See the Recitals.

         Original Lenders. See the Recitals.

         Original Loans. See the Recitals.

         Original Subordinated Notes. The 12 1/2% Series B Senior Subordinated
         Notes due 2005 of the Borrower, in the aggregate principal amount of
         $85,000,000, issued to the Subordinated Noteholders under the
         Subordinated Indenture on November 14, 1995, in exchange for the 12
         1/2% Series A Senior Subordinated Notes due 2005 of the Borrower in the
         same aggregate principal amount issued under the Subordinated Indenture
         on July 7, 1995.

         Parent. See the Preamble.

         Parent Affiliates. Pegasus Development Corporation, Pegasus Satellite
         Holdings, Inc., Pegasus Towers, Inc., Pegasus GSS Merger Sub, Inc.,
         Pegasus Travel Inc., Pegasus BTV Sub, LLC, Pegasus Communications
         Management Company, Pegasus Communications PAC and Pegasus Real Estate
         Company.

         Participant. See Section 1.16.

         Paying Subscriber. Any subscriber to DBS services provided by a DBS
         Subsidiary (a) from whom such DBS Subsidiary has received at least one
         payment for programming service, (b) whose account balance is not more
         than sixty (60) days past due, measured from the invoice due date
         thereof, without giving effect to any extensions thereof, and (c) who
         shall not have disconnected service.

         PBT. Pegasus Broadcast Television, Inc., a Pennsylvania corporation
         wholly owned by the Borrower.


                                      -92-
<PAGE>

         PCC Debt. As of any date, the aggregate amount of "Indebtedness" (as
         defined in the PCC 1997 Indenture and the PCC 1998 Indenture) of PCC
         and its Restricted Subsidiaries outstanding on such date.

         PCC Exchange Indenture. The Indenture dated as of November 19, 1999
         between the Parent and First Union National Bank, as trustee, providing
         for the issuance of the PCC Exchange Notes.

         PCC Exchange Notes. The Parent's 12 1/2% Series A Senior Notes Due 2007
         in the aggregate principal amount of $155,000,000 issued on November
         19, 1999.

         PCC Leverage Ratio. The meaning given to the term "Indebtedness to
         Adjusted Operating Cash Flow Ratio" (as applied to indebtedness
         classified as having been incurred on the basis of such ratio) in the
         PCC 1998 Senior Indenture, as in effect on the date hereof, without
         giving effect to any amendment thereto after the date hereof (unless
         the Required Lenders agree in writing, in their sole discretion, that
         any such amendment shall be given effect for purposes of this
         Agreement).

         PCC 1998 Indenture. The Indenture dated as of November 30, 1998 between
         the Parent and First Union National Bank, as trustee, as amended
         pursuant to the First Supplemental Indenture dated as of April 9, 1999.

         PCC 1998 Senior Notes. The Parent's 9 3/4% Senior Notes due 2006 in the
         aggregate principal amount of $100,000,000, issued pursuant to the PCC
         1998 Indenture.

         PCC 1997 Indenture. The Indenture dated October 21, 1997 between the
         Parent and First Union National Bank, as Trustee, as originally
         executed and delivered.

         PCC 1997 Senior Notes. The Parent's 9 5/8% Senior Notes due 2005 issued
         on October 21, 1997 in the aggregate face amount of $115,000,000,
         pursuant to the PCC 1997 Indenture.

         PCC Preferred Stock. The Parent's 12.75% Series A Cumulative
         Exchangeable Preferred Stock issued on January 24, 1997, on the terms
         and conditions set forth in the PCC Preferred Stock Designation.

         PCC Preferred Stock Designation. The Certificate of Designation,
         Preferences and Relative, Participating, Optional and Other Special
         Rights of Preferred Stock and Qualifications, Limitations and
         Restrictions thereof of 12.75% Series A Cumulative Exchangeable
         Preferred Stock of Pegasus Communications Corporation filed with the
         office of the Secretary of State of the State of Delaware on January
         24, 1997, as amended by the Certificate of Amendment of Certificate of
         Designation, Preferences and Relative, Participating, Optional and
         Other Special Rights of Preferred Stock and Qualifications, Limitations
         and Restrictions thereof of 12.75% Series A Cumulative Exchangeable
         Preferred Stock of Pegasus Communications Corporation filed with the
         office of the Secretary of State of the State of Delaware on June 2,
         1998.

         PCC Preferred Stock Dividends. See Section 5.04.

         PCC Subordinated Notes. The Parent's 12.75% Senior Subordinated
         Exchange Notes due 2007 issuable in exchange for PCC Preferred Stock
         pursuant to the PCC Preferred Stock Designation.

         PCT. Pegasus Cable Television, Inc., a Massachusetts corporation wholly
         owned by the Borrower.

         Pegasus San German. Pegasus Cable Television of San German, Inc., a
         Delaware corporation wholly owned by PCT.

         Permitted Acquisitions. See Section 7.05.

         Permitted Investments. Investments permitted under Section 7.05(a).

         Permitted Liens. See Section 7.02.

         Permitted LMA. An LMA which meets the following criteria:

             (a) The LMA is entered into between an FCC television station
         licensee or permittee and a Subsidiary.

             (b) Excess cash flow of each such Subsidiary which is a special
         purpose Subsidiary formed for the purpose of operating under the LMA


                                      -93-
<PAGE>

         shall be distributed to the Borrower on a periodic basis as reasonably
         required by the Agent, but, in any event, at least once in each fiscal
         year.

             (c) No LMA shall bind any Company to purchase the broadcast station
         or assets subject thereto (unless such Acquisition is otherwise
         permitted hereunder).

             (d) The Borrower will provide to the Agent at least ten (10)
         Business Days' notice prior to the execution and delivery of any LMA
         entered into after the date hereof, together with updated Projections
         showing calculations of covenant ratios and demonstrating compliance
         therewith, and any other information or documents reasonably requested
         by the Agent or any Lender.

         Permitted Preferred Stock. (a) The Series A Preferred Stock of Pegasus
         Satellite Television of Virginia, Inc. having a liquidation preference
         of $3,000,000, issued in connection with a prior acquisition, and (b)
         any other preferred stock of any of the Companies issued to Sellers in
         connection with Permitted Acquisitions which (i) has terms and
         conditions satisfactory to the Agent and (ii) without limiting the
         generality of the foregoing, (A) will have no redemption or other exit
         rights which arise earlier than one year after the scheduled maturity
         of the Notes, (B) will not be redeemable, in any event (other than with
         shares of the common stock of the Companies or securities of the Parent
         issued without any resulting Event of Default), until all of the
         Obligations have been paid in full in cash, (C) will not carry any
         dividend rights (other than dividends paid in shares of Permitted
         Preferred Stock or common stock of the Companies or the Parent issued
         without any resulting Event of Default), and (D) will otherwise conform
         with the meaning of "Qualified Subsidiary Stock", as such term is
         defined in the PCC Preferred Stock Designation.

         Permitted Seller Debt. Indebtedness of the Companies (other than
         Indebtedness described in Schedule 7.01) to Sellers incurred in
         connection with Permitted Acquisitions which (a) has terms and
         conditions satisfactory to the Agent and (b) is not secured other than
         by a Seller Letter of Credit.

         Permitted Seller Debt Outstandings. As of any date, all principal,
         overdue interest and other amounts then outstanding in respect of
         Permitted Seller Debt, but excluding accrued interest which is not yet
         overdue.

         Permitted Seller Subordinated Debt. Indebtedness of the Companies to
         Sellers which is incurred in connection with Permitted Acquisitions and
         (a) is subordinated to any Indebtedness of the Companies to the Agent
         or the Lenders pursuant to one or more Seller Subordination Agreements
         and (b) is unsecured.

         Person or person. Any individual, corporation, partnership, limited
         liability company, joint venture, trust, business unit, unincorporated
         organization, or other organization, whether or not a legal entity, or
         any government or any agency or political subdivision thereof.

         Prepayment Notice. See Section 1.08.

         Prepayment Option Notice. See Section 1.09.

         Pricing Period. See Section 1.05.

         Pricing Ratio. See Section 1.05.

         Projections. See Section 4.21.

         Properties. See Section 4.24.

         PST. See the Recitals.

         PSTH. PST Holdings, Inc., a Delaware corporation which is wholly owned
         by the Borrower and is the parent of the DBS Subsidiaries.

         Puerto Rico Systems. The MCI Systems, the Aguadilla System and the San
         German System.

         Quarterly Dates. The last day of March, June, September and December of
         each fiscal year.


                                      -94-
<PAGE>

         Rate Hedging Agreements. Any written agreements evidencing Rate Hedging
         Obligations, including without limitation the LIBOR provisions of this
         Agreement.

         Rate Hedging Obligations. Any and all obligations of the Borrower,
         whether direct or indirect and whether absolute or contingent, at any
         time created, arising, evidenced or acquired (including all renewals,
         extensions, modifications and amendments thereof and all substitutions
         therefor), in respect of: (a) any and all agreements, arrangements,
         devices and instruments designed or intended to protect at least one of
         the parties thereto from the fluctuations of interest rates, exchange
         rates or forward rates applicable to such party's assets, liabilities
         or exchange transactions, including without limitation
         dollar-denominated or cross currency interest rate exchange agreements,
         forward currency exchange agreements, interest rate cap or collar
         protection agreements, forward rate currency or interest rate options,
         puts and warrants and so-called "rate swap" agreements; and (b) any and
         all cancellations, buy-backs, reversals, terminations or assignments of
         any of the foregoing.

         Rate Regulation Act. See Section 4.10.

         Rate Regulation Rules. See Section 4.10.

         Recovering Party. See Section 1.17.

         Recovery. See Section 1.17.

         Register. See Article XII.

         Regulation D. Regulation D of the Board of Governors of the Federal
         Reserve System, as the same may be amended or supplemented from time to
         time.

         Regulatory Change. With respect to any Lender, any change after the
         date of this Agreement in any law, rule or regulation (including
         without limitation Regulation D) of the United States, any state or any
         other nation or political subdivision thereof, including without
         limitation the issuance of any final regulations or guidelines, or the
         adoption or making after the date of this Agreement of any
         interpretation, directive or request, applying to a class of banks in
         which such Lender is included under any such law, rule or regulation
         (whether or not having the force of law and whether or not failure to
         comply therewith would be unlawful) by any court or governmental or
         monetary authority charged with the interpretation thereof.

         Reimbursement Obligations. As of any date, all then outstanding
         obligations of the Companies to repay Letter of Credit Disbursements.

         Related Lender Party. With respect to any Lender, such Lender's parent
         company and/or any affiliate of such Lender which is at least fifty
         percent (50%) owned by such Lender or its parent company or, in the
         case of any Lender which is a fund investing in bank loans, any other
         fund that invests in bank loans and is managed by the same investment
         advisor of such Lender or by a controlled affiliate of such investment
         advisor.

         Remedial Work. All activities, including, without limitation, cleanup
         design and implementation, removal activities, investigation, field and
         laboratory testing and analysis, monitoring and other remedial and
         response actions, taken or to be taken, arising out of or in connection
         with Hazardous Materials, including without limitation all activities
         included within the meaning of the terms "removal," "remedial action"
         or "response," as defined in 42 U.S.C. Section 9601(23), (24) and (25).

         Replaced Lenders. See Section 1.20.

         Replacement Lender. Any entity which becomes a Lender in accordance
         with the provisions of Article XII.

         Required Lenders. At any time, Lenders, excluding Defaulting Lenders,
         holding more than fifty percent (50%) of (a) the aggregate outstanding
         principal amount of the Loans and (without duplication) the Revolving
         Exposure and (b) in any event, the Revolving Exposure.

         Required Payment. See Section 1.17.


                                      -95-
<PAGE>

         Restoration Period. With respect to any Casualty Event resulting in
         Insurance Proceeds one hundred eighty (180) days following receipt by
         the Borrower, or any other Company, of such Insurance Proceeds.

         Restored BT Letters of Credit. The "Restored Letters of Credit" issued
         by the Agent.

         Restored DTS Letters of Credit. The "Restored Letters of Credit" issued
         by CIBC.

         Restored Letters of Credit. The "Letters of Credit", as such term is
         defined in that certain Reimbursement Agreement dated as of December
         29, 1999 by and among the Parent, CIBC and Bankers Trust Company and
         that certain Indemnity Agreement dated as of December 29, 1999 by and
         among CIBC (individually), Bankers Trust Company, CIBC, in its capacity
         as the administrative agent under the DTS Credit Agreement and for the
         benefit of the DTS Lenders; Bankers Trust Company, in its capacity as
         agent under the Original Agreement and for the benefit of the Original
         Lenders, the Borrower and DTS (together, the "Short-Term L/C
         Agreements"), pursuant to which CIBC and Bankers Trust Company assumed
         sole responsibility for the funding of any reimbursement or other
         obligations arising in connection with certain irrevocable letters of
         credit issued by the DTS Agent and the Agent, respectively, under the
         DTS Credit Agreement and the Original Agreement, pending consummation
         of the transactions contemplated by this Agreement. It is hereby
         understood and agreed that this Agreement, including the provisions of
         Section 1.02 hereof, shall supersede and replace such Reimbursement
         Agreement and Indemnity Agreement, which shall have no further force
         and effect with respect to any draws under or other obligations with
         respect to such Letters of Credit arising on or after the date of this
         Agreement.

         Restricted Payment. Any distribution or payment of cash or property, or
         both, directly or indirectly (a) in respect of any Subordinated Debt,
         or (b) to any partner, stockholder or other equityholder of any of the
         Companies, any of the Parent Affiliates or of any of their respective
         Affiliates for any reason whatsoever, including without limitation,
         salaries, loans, debt repayment, consulting fees, Management Fees,
         expense reimbursements and dividends, distributions, put, call or
         redemption payments and any other payments in respect of equity
         interests; provided, however, that Restricted Payments shall not
         include:

             (i) reasonable Transaction Costs; and

             (ii) transactions that comply with Section 7.11.

         Revolvers. See Section 1.01.

         Revolving Credit Period. The period from the date of this Agreement to
         the Expiration Date.

         Revolving Exposure. At any time the sum of (a) the aggregate
         outstanding principal amount of the Revolving Loans, (b) the aggregate
         Letter of Credit Exposure and (c) the aggregate amount of the
         unutilized Commitments.

         Revolving Loans. See Section 1.01.

         Revolving Notes. See Section 1.01.

         SAC Commissions. See Section 7.10.

         SAC Payments. See Section 7.10.

         San German Systems. The Systems serving San German, Puerto Rico, and
         certain contiguous communities and owned and operated by Pegasus San
         German.

         Scheduled Principal Payments. For any fiscal period, (a) the aggregate
         principal amount of Loans outstanding on the first day of such period
         minus (b) the aggregate Commitments at the close of business on the
         first Business Day following the end of such period, as reduced as
         provided under Section 1.01(e), but in no event less than zero.

         SEC. See Section 6.05.


                                      -96-
<PAGE>

         Security Agreements. The First Amended and Restated Security and Pledge
         Agreement signed by the Borrower and the First Amended and Restated
         Guaranty, Security and Pledge Agreement signed by each of the
         Subsidiaries (a) as of the Closing Date or (b) with respect to
         Subsidiaries formed or acquired after the date hereof, by joinder
         thereto, in connection with their formation or Acquisition as required
         under Section 2.01.

         Security Document(s). See Section 2.01.

         Seller. With respect to any Acquisition permitted hereunder, the owner
         of the stock (or other ownership interests) to be acquired, or the
         entity the assets and properties of which are to be acquired by the
         related respective Company pursuant to such Acquisition.

         Seller Letter of Credit Exposure. The portion of the aggregate Letter
         of Credit Exposure arising from Seller Letters of Credit.

         Seller Letters of Credit. All Letters of Credit issued in favor of
         Sellers, as beneficiaries, in connection with Permitted Acquisitions.

         Seller Subordination Agreements. See Section 2.01.

         Short-Term L/C Agreements. See the definition of "Restored Letters of
         Credit."

         Significant Franchise. See paragraph (g) of Article VIII.

         Special Purpose Subsidiary. Pegasus Satellite Development Corporation,
         a Delaware corporation wholly owned by PSTH and formed for the sole
         purpose of reimbursing the DBS Subsidiaries for Subscriber Acquisition
         Costs.

         Specified Authorities. (a) With respect to cable television properties,
         the communities included in the related Franchise Areas, the FCC, the
         Copyright Office, the FAA, the Commonwealth of Puerto Rico, the
         Department of Public Utilities of the State of Connecticut and all
         other Governmental Authorities having jurisdiction over the Companies
         and/or any CATV Franchise; (b) with respect to broadcast television
         properties, the FCC, the FAA and all other Governmental Authorities
         having jurisdiction over the Companies and/or any FCC License; and (c)
         with respect to DBS Rights, all Governmental Authorities, if any,
         having jurisdiction over the Companies and/or any such DBS Rights.

         Specified Subsidiaries. PCT SG, Inc., PT Broadcast, Inc., Pegasus Cable
         Television of Anasco, Inc. and Pegasus Anasco Holdings, Inc., until
         each such Subsidiary has complied in full with the requirements of
         Section 2.01.

         Stations. All of the television stations owned or programmed by the
         Companies, where each such station consists of all of the properties
         and operating rights constituting a complete, fully integrated system
         for transmitting broadcast television signals from a transmitter
         licensed by the FCC, together with any subsystem ancillary thereto,
         without payment of any fee by the Persons receiving such signals.

         Subordinated Debt. (a) Indebtedness of the Borrower and any of its
         Subsidiaries to the Subordinated Noteholders under the Subordinated
         Indenture and the Original Subordinated Notes, (b) Permitted Seller
         Subordinated Debt and (c) any Indebtedness which is subject to an
         Affiliate Subordination Agreement.



                                      -97-

<PAGE>


         Subordinated Debt Documents. The Subordinated Indenture, the Original
         Subordinated Notes, the Subsidiary Guarantees executed as required
         under the Subordinated Indenture, the Stockholders Agreement executed
         by the Subordinated Noteholders in connection with the issuance to them
         of 8,500 shares of the Borrower's Class B Common Stock and any and all
         other agreements and instruments executed pursuant thereto.

         Subordinated Indenture. The Indenture dated as of July 7, 1995 among
         the Borrower, as Issuer, certain of the Subsidiaries, as Guarantors,
         and First Union National Bank (successor to First Fidelity Bank,
         National Association), as Trustee, providing for the issuance of the
         Original -Subordinated Notes, as amended pursuant to the First
         Supplemental Indenture dated as of September 26, 1997.

         Subordinated Indenture Default. Any "Event of Default", as defined in
         the Subordinated Indenture.

         Subordinated Noteholders. The registered holders from time to time of
         the Subordinated Notes.

         Subscriber Acquisition Costs. For any period, those expenses and
         capitalized costs incurred in the generation of Gross Subscriber
         Additions, such as sales commissions, advertising expenses and
         promotional expenses, including the amount, if any, by which the cost
         of equipment sold to subscribers to the DBS services offered by the DBS
         Subsidiaries (including rebates, subsidies and the like) exceeds the
         revenue generated from such sale(s).

         Subscriber Reports. See Section 6.05.

         Subsidiary. (a) Any corporation, association, joint stock company,
         business trust or other similar organization of which more than 50% of
         the ordinary voting power for the election of a majority of the members
         of the board of directors or other governing body of such entity is
         held or controlled by the Borrower or a Subsidiary of the Borrower; (b)
         any other such organization the management of which is directly or


                                      -98-
<PAGE>

         indirectly controlled by the Borrower or a Subsidiary of the Borrower
         through the exercise of voting power or otherwise; or (c) any joint
         venture, association, partnership, limited liability company or other
         entity in which the Borrower or a Subsidiary of the Borrower has a 50%
         equity interest. All of the Borrower's Subsidiaries as of the date
         hereof are listed on Schedule 4.02 and such term shall include each new
         Subsidiary formed after the date hereof in compliance with the terms of
         the foregoing definition and this Agreement.

         Syndication Agent. See the Preamble.

         Systems. All of the cable television systems owned or managed by the
         Companies, where each such system consists of a cable distribution
         system that receives broadcast signals by antennae, microwave
         transmissions, satellite transmission or any other form of transmission
         and that amplifies such signals and distributes them to Persons who pay
         to receive such signals.

         Tax Sharing Agreement. The Amended and Restated Tax Sharing Agreement
         dated as of July 1, 1997 among the Parent and its subsidiaries.

         Tax Sharing Payments. Payments under the Tax Sharing Agreement arising
         solely as a result of the operations of the Companies.

         Taxes. See Section 1.13.

         Term Loan Prepayment Amount. See Section 1.09.

         Term Loans. The Initial Term Loans and the Incremental Term Loans.

         Third Parties. See Section 13.02.

         Total Debt Service. For any period, the aggregate amount (determined on
         a Consolidated basis, in accordance with GAAP) of principal and
         premium, if any, and cash interest, commitment fees and agency fees and
         other amounts required to be paid during such period in respect of
         Total Funded Debt. For purposes of this definition, the aggregate
         amount of all principal required to be paid in respect of the Revolving
         Loans shall be limited to Scheduled Principal Payments.

         Total Funded Debt. As of any date, (a) all Indebtedness of the
         Companies (other than the Special Purpose Subsidiary) described in
         paragraphs (a) through (f) of the definition of "Indebtedness" set
         forth above and, without duplication, Guarantees by the Companies of
         such Indebtedness plus the aggregate amount payable (whether or not
         due) in respect of any and all LMA Purchase Options, determined on a
         Consolidated basis, in accordance with GAAP.

         Total Interest Expense. For any period, Interest Expense for such
         period which is payable, or currently paid, in cash.

         Tower Site Leases. See Section 4.13.

         Trades. Those items of income and expense of the Companies which do not
         represent the right to receive payment in cash or the obligation to
         make payment in cash and which arise pursuant to so-called trade or
         barter transactions.

         Transaction Costs. For any period, nonrecurring out-of-pocket expenses
         (including attorneys' fees, investment banking fees and facility fees,
         but excluding recurring costs such as commitment and agency fees)
         accrued by the Borrower and the Subsidiaries (other than the Special
         Purpose Subsidiary) to Persons who are not Affiliates of any Company
         during such period in connection with the closing of the transactions
         under this Agreement, the DTS Merger, any Permitted Acquisition and any
         other transactions occurring after the Closing Date which are consented
         to in writing by the Required Lenders.

         Transaction Documents. See Section 4.03.

         Working Capital. On any date, Current Assets minus Current Liabilities
         on such date.

         Year 2000 Compliant. See Section 4.28.

                                      -99-
<PAGE>

         Year 2000 Risk. See Section 4.28.

                    [The next pages are the signature pages]



<PAGE>


         [Signature page to First Amended and Restated Credit Agreement]


         IN WITNESS WHEREOF, the Agent, the Lenders and the Borrower have caused
this Agreement to be duly executed by their duly authorized representatives, as
a sealed instrument, all as of the day and year first above written.

                                  BORROWER:

                                  PEGASUS MEDIA & COMMUNICATIONS, INC.



                                  By:/s/ Robert N. Verdecchio
                                     -------------------------------------------
                                     Robert N. Verdecchio, Senior Vice President


                                  CO-ARRANGERS:

                                  CIBC WORLD MARKETS CORP.


                                  By:/s/ Matthew B. Jones
                                     -------------------------------------------
                                     Matthew B. Jones, Managing Director


                                  DEUTSCHE BANK SECURITIES, INC.


                                  By:/s/ Gregory R. Paul
                                     -------------------------------------------
                                     Gregory R. Paul, Managing Director


                                  AGENT (in an Administrative capacity):
                                  -------------------------------------

                                  BANKERS TRUST COMPANY


                                  By:/s/ Gregory P. Shefrin
                                     -------------------------------------------
                                     Gregory P. Shefrin, Vice President


                                  SYNDICATION AGENT:

                                  CIBC INC.


                                  By:/s/ Matthew B. Jones
                                     -------------------------------------------
                                     Matthew B. Jones, Managing Director, CIBC
                                     World Markets Corp., as Agent


                                  DOCUMENTATION AGENT:

                                  FLEET NATIONAL BANK


                                  By:/s/ Stephen J. Healey
                                     -------------------------------------------
                                     Stephen J. Healey, Senior Vice President