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                                                                  Exhibit 10.222

                        PAXSON COMMUNICATIONS CORPORATION

              12 1/4% Senior Subordinated Discount Notes due 2009

                          REGISTRATION RIGHTS AGREEMENT

                                                              New York, New York
                                                                January 14, 2002

Salomon Smith Barney Inc.
UBS Warburg LLC
Bear, Stearns & Co. Inc.
Credit Suisse First Boston Corporation
As Representatives of the Initial Purchasers
c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York  10013

Ladies and Gentlemen:

         Paxson Communications Corporation, a corporation organized under the
laws of the State of Delaware (the "Company"), proposes to issue and sell to
certain purchasers (the "Initial Purchasers"), upon the terms set forth in a
purchase agreement dated January 7, 2002 and a second purchase agreement dated
January 11, 2002 (collectively, the "Purchase Agreement"), its 12 1/4 % Senior
Subordinated Discount Notes due 2009 (the "Notes") relating to the initial
placement of the Notes (the "Initial Placement"). The Notes will be guaranteed
(the "Guarantees" and, together with the Notes, the "Securities") on a senior
subordinated basis by each of the Company's direct and indirect domestic
subsidiaries set forth on the signature page hereto (the "Guarantors"). To
induce the Initial Purchasers to enter into the Purchase Agreement and to
satisfy a condition of your obligations thereunder, the Company and the
Guarantors agree with you for your benefit and the benefit of the holders from
time to time of the Securities (including the Initial Purchasers) (each a
"Holder" and, together, the "Holders"), as follows:

                  1. DEFINITIONS. Capitalized terms used herein without
definition shall have their respective meanings set forth in the Purchase
Agreement. As used in this Agreement, the following capitalized defined terms
shall have the following meanings:

                  "Act" shall mean the Securities Act of 1933, as amended, and
the rules and regulations of the Commission promulgated thereunder.



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                  "Affiliate" of any specified Person shall mean any other
Person that, directly or indirectly, is in control of, is controlled by, or is
under common control with, such specified Person. For purposes of this
definition, control of a Person shall mean the power, direct or indirect, to
direct or cause the direction of the management and policies of such Person
whether by contract or otherwise; and the terms "controlling" and "controlled"
shall have meanings correlative to the foregoing.

                  "Broker-Dealer" shall mean any broker or dealer registered as
such under the Exchange Act.

                  "Business Day" shall mean any day other than a Saturday, a
Sunday or a legal holiday or a day on which banking institutions or trust
companies are authorized or obligated by law to close in New York City.

                  "Commission" shall mean the Securities and Exchange
Commission.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission promulgated
thereunder.

                  "Exchange Offer Registration Period" shall mean the one-year
period following the consummation of the Registered Exchange Offer, exclusive of
any period during which any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement.

                  "Exchange Offer Registration Statement" shall mean a
registration statement of the Company and the Guarantors on an appropriate form
under the Act with respect to the Registered Exchange Offer, all amendments and
supplements to such registration statement, including post-effective amendments
thereto, in each case including the Prospectus contained therein, all exhibits
thereto and all material incorporated by reference therein.

                  "Exchanging Dealer" shall mean any Holder (which may include
any Initial Purchaser) that is a Broker-Dealer and elects to exchange for New
Securities any Securities that it acquired for its own account as a result of
market-making activities or other trading activities (but not directly from the
Company or any Affiliate of the Company) for New Securities.

                  "Final Memorandum" shall have the meaning set forth in the
Purchase Agreement.

                  "Holder" shall have the meaning set forth in the preamble
hereto.



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                  "Indenture" shall mean the Indenture relating to the
Securities, dated as of January 14, 2002, among the Company, the Guarantors and
The Bank of New York, as trustee, as the same may be amended from time to time
in accordance with the terms thereof.

                  "Initial Placement" shall have the meaning set forth in the
preamble hereto.

                  "Initial Purchaser" shall have the meaning set forth in the
preamble hereto.

                  "Losses" shall have the meaning set forth in Section 7(d)
hereof.

                  "Majority Holders" shall mean the Holders of a majority of the
aggregate principal amount of Securities registered under a Registration
Statement.

                  "Managing Underwriters" shall mean the investment banker or
investment bankers and manager or managers that shall administer an underwritten
offering.

                  "New Securities" shall mean debt securities of the Company,
guaranteed by the Guarantors, identical in all material respects to the
Securities (except that the cash interest and interest rate step-up provisions
and the transfer restrictions shall be modified or eliminated, as appropriate)
and to be issued under the Indenture or the New Securities Indenture.

                  "New Securities Indenture" shall mean an indenture between the
Company, the Guarantors and the New Securities Trustee, identical in all
material respects to the Indenture (except that the cash interest and interest
rate step-up provisions will be modified or eliminated, as appropriate).

                  "New Securities Trustee" shall mean a bank or trust company
reasonably satisfactory to the Initial Purchasers, as trustee with respect to
the New Securities under the New Securities Indenture.

                  "Prospectus" shall mean the prospectus included in any
Registration Statement (including, without limitation, a prospectus that
discloses information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A under the Act), as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Securities or the New Securities covered
by such Registration Statement, and all amendments and supplements thereto and
all material incorporated by reference therein.

                  "Purchase Agreement" shall have the meaning set forth in the
preamble hereto.

                  "Registered Exchange Offer" shall mean the proposed offer of
the Company to issue and deliver to the Holders of the Securities that are not
prohibited by any law or policy



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of the Commission from participating in such offer, in exchange for the
Securities, a like aggregate principal amount of the New Securities.

                  "Registration Statement" shall mean any Exchange Offer
Registration Statement or Shelf Registration Statement that covers any of the
Securities or the New Securities pursuant to the provisions of this Agreement,
any amendments and supplements to such registration statement, including
post-effective amendments (in each case including the Prospectus contained
therein), all exhibits thereto and all material incorporated by reference
therein.

                  "Securities" shall have the meaning set forth in the preamble
hereto.

                  "Shelf Registration" shall mean a registration effected
pursuant to Section 3 hereof.

                  "Shelf Registration Period" has the meaning set forth in
Section 3(b) hereof.

                  "Shelf Registration Statement" shall mean a "shelf"
registration statement of the Company and the Guarantors pursuant to the
provisions of Section 3 hereof which covers some or all of the Securities or New
Securities, as applicable, on an appropriate form under Rule 415 under the Act,
or any similar rule that may be adopted by the Commission, amendments and
supplements to such registration statement, including post-effective amendments,
in each case including the Prospectus contained therein, all exhibits thereto
and all material incorporated by reference therein.

                  "Trustee" shall mean the trustee with respect to the
Securities under the Indenture.

                  "underwriter" shall mean any underwriter of Securities in
connection with an offering thereof under a Shelf Registration Statement.

                  2. REGISTERED EXCHANGE OFFER.

                  (a) The Company and the Guarantors shall prepare and, not
later than 60 days following the date of the original issuance of the Securities
(or if such 60th day is not a Business Day, the next succeeding Business Day),
shall file with the Commission the Exchange Offer Registration Statement with
respect to the Registered Exchange Offer. The Company and the Guarantors shall
use their best efforts to cause the Exchange Offer Registration Statement to
become effective under the Act within 120 days of the date of the original
issuance of the Securities (or if such 120th day is not a Business Day, the next
succeeding Business Day).



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                  (b) Upon the effectiveness of the Exchange Offer Registration
Statement, the Company and the Guarantors shall promptly commence the Registered
Exchange Offer, it being the objective of such Registered Exchange Offer to
enable each Holder electing to exchange Securities for New Securities (assuming
that such Holder is not an Affiliate of the Company, acquires the New Securities
in the ordinary course of such Holder's business, has no arrangements with any
Person to participate in the distribution of the New Securities and is not
prohibited by any law or policy of the Commission from participating in the
Registered Exchange Offer) to trade such New Securities from and after their
receipt without any limitations or restrictions under the Act and without
material restrictions under the securities laws of a substantial proportion of
the several states of the United States.

                  (c) In connection with the Registered Exchange Offer, the
Company and the Guarantors shall:

                  (i) mail to each Holder a copy of the Prospectus forming part
         of the Exchange Offer Registration Statement, together with an
         appropriate letter of transmittal and related documents;

                  (ii) keep the Registered Exchange Offer open for not less than
         20 Business Days and not more than 30 Business Days after the date
         notice thereof is mailed to the Holders (or, in each case, longer if
         required by applicable law);

                  (iii) use their best efforts to keep the Exchange Offer
         Registration Statement continuously effective under the Act,
         supplemented and amended as required, under the Act to ensure that it
         is available for sales of New Securities by Exchanging Dealers during
         the Exchange Offer Registration Period;

                  (iv) utilize the services of a depositary for the Registered
         Exchange Offer with an address in the Borough of Manhattan in New York
         City, which may be the Trustee, the New Securities Trustee or an
         Affiliate of either of them;

                  (v) permit Holders to withdraw tendered Securities at any time
         prior to the close of business, New York time, on the last Business Day
         on which the Registered Exchange Offer is open;

                  (vi) prior to effectiveness of the Exchange Offer Registration
         Statement, provide a supplemental letter to the Commission (A) stating
         that the Company and the Guarantors are conducting the Registered
         Exchange Offer in reliance on the position of the Commission in EXXON
         CAPITAL HOLDINGS CORPORATION (pub. avail. May 13, 1988), MORGAN STANLEY
         AND CO., INC. (pub. avail. June 5, 1991); and (B) including a
         representation that the Company and the Guarantors have not entered
         into any




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         arrangement or understanding with any Person to distribute the New
         Securities to be received in the Registered Exchange Offer and that, to
         the best of their information and belief, each Holder participating in
         the Registered Exchange Offer is acquiring the New Securities in the
         ordinary course of business and has no arrangement or understanding
         with any Person to participate in the distribution of the New
         Securities; and

                  (vii) comply in all respects with all applicable laws.

                  (d) As soon as practicable after the close of the Registered
Exchange Offer, the Company and the Guarantors shall:

                  (i) accept for exchange all Securities tendered and not
         validly withdrawn pursuant to the Registered Exchange Offer;

                  (ii) deliver to the Trustee for cancellation in accordance
         with Section 5(s) all Securities so accepted for exchange; and

                  (iii) cause the Trustee or New Securities Trustee, as the case
         may be, promptly to authenticate and deliver to each Holder of
         Securities a principal amount of New Securities equal to the principal
         amount of the Securities of such Holder so accepted for exchange.

                  (e) Each Holder hereby acknowledges and agrees that any
Broker-Dealer and any such Holder using the Registered Exchange Offer to
participate in a distribution of the New Securities (x) could not under
Commission policy as in effect on the date of this Agreement rely on the
position of the Commission in MORGAN STANLEY AND CO., INC. (pub. avail. June 5,
1991) and EXXON CAPITAL HOLDINGS CORPORATION (pub. avail. May 13, 1988), as
interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993
and similar no-action letters; and (y) must comply with the registration and
prospectus delivery requirements of the Act in connection with any secondary
resale transaction which must be covered by an effective registration statement
containing the selling security holder information required by Item 507 or 508,
as applicable, of Regulation S-K under the Act if the resales are of New
Securities obtained by such Holder in exchange for Securities acquired by such
Holder directly from the Company or one of its Affiliates. Accordingly, each
Holder participating in the Registered Exchange Offer shall be required to
represent to the Company and the Guarantors that, at the time of the
consummation of the Registered Exchange Offer:

                  (i) any New Securities received by such Holder will be
         acquired in the ordinary course of business;




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                 (ii) such Holder will have no arrangement or understanding with
         any Person to participate in the distribution of the Securities or the
         New Securities within the meaning of the Act; and

                  (iii) such Holder is not an Affiliate of the Company or the
         Guarantors.

                  (f) If any Initial Purchaser determines that it is not
eligible to participate in the Registered Exchange Offer with respect to the
exchange of Securities constituting any portion of an unsold allotment, at the
request of such Initial Purchaser, the Company and the Guarantors shall issue
and deliver to such Initial Purchaser or the Person purchasing New Securities
registered under a Shelf Registration Statement as contemplated by Section 3
hereof from such Initial Purchaser, in exchange for such Securities, a like
principal amount of New Securities. The Company and the Guarantors shall use
their best efforts to cause the CUSIP Service Bureau to issue the same CUSIP
number for such New Securities as for New Securities issued pursuant to the
Registered Exchange Offer.

                  3. SHELF REGISTRATION.

                  (a) If (i) due to any change in law or applicable
interpretations thereof by the Commission's staff, the Company determines upon
advice of its outside counsel that it is not permitted to effect the Registered
Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason
the Exchange Offer Registration Statement is not declared effective within 120
days after the original issue date of the Securities or the Registered Exchange
Offer is not consummated within 180 days after the original issue date of the
Securities; (iii) any Initial Purchaser so requests with respect to Securities
that are not eligible to be exchanged for New Securities in the Registered
Exchange Offer and that are held by it following consummation of the Registered
Exchange Offer; (iv) any Holder (other than an Initial Purchaser) is not
eligible to participate in the Registered Exchange Offer or does not receive
freely tradable New Securities in the Registered Exchange Offer other than by
reason of such Holder being an Affiliate of the Company (it being understood
that the requirement that a participating Broker-Dealer deliver the prospectus
contained in the Exchange Offer Registration Statement in connection with sales
of New Securities shall not result in such New Securities being not "freely
tradable"); or (v) in the case of any Initial Purchaser that participates in the
Registered Exchange Offer or acquires New Securities pursuant to Section 2(f)
hereof, such Initial Purchaser does not receive freely tradable New Securities
in exchange for Securities constituting any portion of an unsold allotment (it
being understood that (x) the requirement that an Initial Purchaser deliver a
Prospectus containing the information required by Item 507 or 508 of Regulation
S-K under the Act in connection with sales of New Securities acquired in
exchange for such Securities shall result in such New Securities being not
"freely tradable;" and (y) the requirement that an Exchanging Dealer deliver a
Prospectus in connection with sales of New Securities acquired in the Registered
Exchange Offer in exchange for Securities acquired




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as a result of market-making activities or other trading activities shall not
result in such New Securities being not "freely tradeable"), the Company and the
Guarantors shall effect a Shelf Registration Statement in accordance with
subsection (b) below.

                  (b) If required pursuant to subsection (a) above,

                  (i) the Company and the Guarantors shall as promptly as
         practicable (but in no event more than 60 days after so required or
         requested pursuant to this Section 3), file with the Commission and
         thereafter shall use their best efforts to cause to be declared
         effective under the Act a Shelf Registration Statement relating to the
         offer and sale of the Securities or the New Securities, as applicable,
         by the Holders thereof from time to time in accordance with the methods
         of distribution elected by such Holders and set forth in such Shelf
         Registration Statement; provided, however, that no Holder (other than
         an Initial Purchaser) shall be entitled to have the Securities held by
         it covered by such Shelf Registration Statement unless such Holder
         agrees in writing to be bound by all of the provisions of this
         Agreement applicable to such Holder; and provided further, that with
         respect to New Securities received by an Initial Purchaser in exchange
         for Securities constituting any portion of an unsold allotment, the
         Company and the Guarantors may, if permitted by current interpretations
         by the Commission's staff, file a post-effective amendment to the
         Exchange Offer Registration Statement containing the information
         required by Item 507 or 508 of Regulation S-K, as applicable, in
         satisfaction of their obligations under this subsection with respect
         thereto, and any such Exchange Offer Registration Statement, as so
         amended, shall be referred to herein as, and governed by the provisions
         herein applicable to, a Shelf Registration Statement.

                 (ii) the Company and the Guarantors shall use their best
         efforts to keep the Shelf Registration Statement continuously
         effective, supplemented and amended as required by the Act, in order to
         permit the Prospectus forming part thereof to be usable by Holders for
         a period of two years from the date the Shelf Registration Statement is
         declared effective by the Commission or such shorter period that will
         terminate when all the Securities or New Securities, as applicable,
         covered by the Shelf Registration Statement have been sold pursuant to
         the Shelf Registration Statement (in any such case, such period being
         called the "Shelf Registration Period"). The Company and the Guarantors
         shall be deemed not to have used their best efforts to keep the Shelf
         Registration Statement effective during the requisite period if they
         voluntarily take any action that would result in Holders of Securities
         covered thereby not being able to offer and sell such Securities during
         that period, unless (A) such action is required by applicable law; or
         (B) such action is taken by the Company and the Guarantors in good
         faith and for valid business reasons (not including avoidance of the
         Company and the Guarantors' obligations hereunder), including the
         acquisition or divestiture of assets,




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         so long as the Company and the Guarantors promptly thereafter comply
         with the requirements of Section 5(k) hereof, if applicable.

                (iii) the Company and the Guarantors shall cause the Shelf
         Registration Statement and the related Prospectus and any amendment or
         supplement thereto, as of the effective date of the Shelf Registration
         Statement or such amendment or supplement, (A) to comply in all
         material respects with the applicable requirements of the Securities
         Act and the rules and regulations of the Commission; and (B) not to
         contain any untrue statement of a material fact or omit to state a
         material fact required to be stated therein or necessary in order to
         make the statements therein, in the light of the circumstances under
         which they were made, not misleading.

                  4. SPECIAL INTEREST. If (a) on or prior to the 60th day
following the original issue date of the Securities, neither the Exchange Offer
Registration Statement nor the Shelf Registration Statement has been filed with
the SEC, (b) on or prior to the 120th day following the original issue date of
the Securities, neither the Exchange Offer Registration Statement nor the Shelf
Registration Statement has been declared effective, (c) on or prior to the 180th
day following the original issue date of the Securities, neither the Registered
Exchange Offer has been consummated nor the Shelf Registration Statement has
been declared effective, or (d) after either the Exchange Offer Registration
Statement or the Shelf Registration Statement has been declared effective, such
Registration Statement thereafter ceases to be effective or usable (subject to
certain exceptions) in connection with resales of Securities or New Securities
in accordance with and during the periods specified in this Agreement (each such
event referred to in clauses (a) through (d), a "Registration Default"),
interest ("Special Interest") will accrue on the principal amount of the
Securities and the New Securities (in addition to the stated interest on the
Securities and New Securities) from and including the date on which any such
Registration Default shall occur to but excluding the date on which all
Registration Defaults have been cured. Special Interest will accrue at a rate of
0.25% per annum during the 90-day period immediately following the occurrence of
such Registration Default and shall increase by 0.25% per annum at the end of
each subsequent 90-day period, but in no event shall such rate exceed 1.00% per
annum.

                  All obligations of the Company and the Guarantors set forth in
the preceding paragraph that are outstanding with respect to any Security at the
time such Security is exchanged for a New Security shall survive until such time
as all such obligations with respect to such Security have been satisfied in
full.

                  5. ADDITIONAL REGISTRATION PROCEDURES. In connection with any
Shelf Registration Statement and, to the extent applicable, any Exchange Offer
Registration Statement, the following provisions shall apply.




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                  (a) The Company and the Guarantors shall:

                           (i) furnish to you, not less than five Business Days
                  prior to the filing thereof with the Commission, a copy of any
                  Exchange Offer Registration Statement and any Shelf
                  Registration Statement, and each amendment thereof and each
                  amendment or supplement, if any, to the Prospectus included
                  therein (including all documents incorporated by reference
                  therein after the initial filing) and shall use their best
                  efforts to reflect in each such document, when so filed with
                  the Commission, such comments as you reasonably propose,
                  subject to the Company's reasonable determination as to
                  compliance with applicable laws as provided in subsection (b)
                  below;

                          (ii) include the information set forth in Annex A
                  hereto on the facing page of the Exchange Offer Registration
                  Statement, in Annex B hereto in the forepart of the Exchange
                  Offer Registration Statement in a section setting forth
                  details of the Exchange Offer, in Annex C hereto in the
                  underwriting or plan of distribution section of the Prospectus
                  contained in the Exchange Offer Registration Statement, and in
                  Annex D hereto in the letter of transmittal delivered pursuant
                  to the Registered Exchange Offer;

                         (iii) if requested by an Initial Purchaser, include the
                  information required by Item 507 or 508 of Regulation S-K, as
                  applicable, in the Prospectus contained in the Exchange Offer
                  Registration Statement; and

                          (iv) in the case of a Shelf Registration Statement,
                  include the names of the Holders that propose to sell
                  Securities pursuant to the Shelf Registration Statement as
                  selling security holders.

                  (b) The Company and the Guarantors shall ensure that:

                           (i) any Registration Statement and any amendment
                  thereto and any Prospectus forming part thereof and any
                  amendment or supplement thereto complies in all material
                  respects with the Act and the rules and regulations
                  thereunder; and

                          (ii) any Registration Statement and any amendment
                  thereto does not, when it becomes effective, contain an untrue
                  statement of a material fact or omit to state a material fact
                  required to be stated therein or necessary to make the
                  statements therein not misleading.

                  (c) The Company and the Guarantors shall advise you, the
         Holders of Securities covered by any Shelf Registration Statement and
         any Exchanging Dealer




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         under any Exchange Offer Registration Statement that has provided in
         writing to the Company and the Guarantors a telephone or facsimile
         number and address for notices, and, if requested by you or any such
         Holder or Exchanging Dealer, shall confirm such advice in writing
         (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied
         by an instruction to suspend the use of the Prospectus until the
         Company and the Guarantors shall have remedied the basis for such
         suspension):

                           (i) when a Registration Statement and any amendment
                  thereto has been filed with the Commission and when the
                  Registration Statement or any post-effective amendment thereto
                  has become effective;

                           (ii) of any request by the Commission for any
                  amendment or supplement to the Registration Statement or the
                  Prospectus or for additional information;

                           (iii) of the issuance by the Commission of any stop
                  order suspending the effectiveness of the Registration
                  Statement or the initiation of any proceedings for that
                  purpose;

                           (iv) of the receipt by the Company and the Guarantors
                  of any notification with respect to the suspension of the
                  qualification of the securities included therein for sale in
                  any jurisdiction or the initiation of any proceeding for such
                  purpose; and

                           (v) of the happening of any event that requires any
                  change in the Registration Statement or the Prospectus so
                  that, as of such date, the statements therein are not
                  misleading and do not omit to state a material fact required
                  to be stated therein or necessary to make the statements
                  therein (in the case of the Prospectus, in the light of the
                  circumstances under which they were made) not misleading.

                  (d) The Company and the Guarantors shall use their best
         efforts to obtain the withdrawal of any order suspending the
         effectiveness of any Registration Statement or the qualification of the
         securities therein for sale in any jurisdiction at the earliest
         possible time.

                  (e) The Company and the Guarantors shall furnish to each
         Holder of Securities covered by any Shelf Registration Statement,
         without charge, at least one copy of such Shelf Registration Statement
         and any post-effective amendment thereto, including all material
         incorporated therein by reference, and, if the Holder so requests in
         writing, all exhibits thereto (including exhibits incorporated by
         reference therein).




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                  (f) The Company and the Guarantors shall, during the Shelf
         Registration Period, deliver to each Holder of Securities covered by
         any Shelf Registration Statement, without charge, as many copies of the
         Prospectus (including each preliminary Prospectus) included in such
         Shelf Registration Statement and any amendment or supplement thereto as
         such Holder may reasonably request. The Company and the Guarantors
         consent to the use of the Prospectus or any amendment or supplement
         thereto by each of the selling Holders of securities in connection with
         the offering and sale of the securities covered by the Prospectus, or
         any amendment or supplement thereto, included in the Shelf Registration
         Statement.

                  (g) The Company and the Guarantors shall furnish to each
         Exchanging Dealer which so requests, without charge, at least one copy
         of the Exchange Offer Registration Statement and any post-effective
         amendment thereto, including all material incorporated by reference
         therein, and, if the Exchanging Dealer so requests in writing, all
         exhibits thereto (including exhibits incorporated by reference
         therein).

                  (h) The Company and the Guarantors shall promptly deliver to
         each Initial Purchaser, each Exchanging Dealer and each other Person
         required to deliver a Prospectus during the Exchange Offer Registration
         Period, without charge, as many copies of the Prospectus included in
         such Exchange Offer Registration Statement and any amendment or
         supplement thereto as any such Person may reasonably request. The
         Company and the Guarantors consent to the use of the Prospectus or any
         amendment or supplement thereto by any Initial Purchaser, any
         Exchanging Dealer and any such other Person that may be required to
         deliver a Prospectus following the Registered Exchange Offer in
         connection with the offering and sale of the New Securities covered by
         the Prospectus, or any amendment or supplement thereto, included in the
         Exchange Offer Registration Statement.

                  (i) Prior to the Registered Exchange Offer or any other
         offering of Securities pursuant to any Registration Statement, the
         Company and the Guarantors shall arrange, if necessary, for the
         qualification of the Securities or the New Securities for sale under
         the laws of such jurisdictions as any Holder shall reasonably request
         and will maintain such qualification in effect so long as required;
         provided that in no event shall the Company and the Guarantors be
         obligated to qualify to do business in any jurisdiction where they are
         not then so qualified or to take any action that would subject them to
         service of process in suits, other than those arising out of the
         Initial Placement, the Registered Exchange Offer or any offering
         pursuant to a Shelf Registration Statement, in any such jurisdiction
         where they are not then so subject.

                  (j) The Company and the Guarantors shall cooperate with the
         Holders of Securities to facilitate the timely preparation and delivery
         of certificates representing




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         New Securities or Securities to be issued or sold pursuant to any
         Registration Statement free of any restrictive legends and in such
         denominations and registered in such names as Holders may request.

                  (k) Upon the occurrence of any event contemplated by
         subsections (c)(ii) through (v) above, the Company and the Guarantors
         shall promptly prepare a post-effective amendment to the applicable
         Registration Statement or an amendment or supplement to the related
         Prospectus or file any other required document so that, as thereafter
         delivered to Initial Purchasers of the securities included therein, the
         Prospectus will not include an untrue statement of a material fact or
         omit to state any material fact necessary to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading. In such circumstances, the period of effectiveness of
         the Exchange Offer Registration Statement provided for in Section 2 and
         the Shelf Registration Statement provided for in Section 3(b) shall
         each be extended by the number of days from and including the date of
         the giving of a notice of suspension pursuant to Section 5(c) to and
         including the date when the Initial Purchasers, the Holders of the
         Securities and any known Exchanging Dealer shall have received such
         amended or supplemented Prospectus pursuant to this Section.

                  (l) Not later than the effective date of any Registration
         Statement, the Company and the Guarantors shall provide a CUSIP number
         for the Securities or the New Securities, as the case may be,
         registered under such Registration Statement and provide the Trustee
         with printed certificates for such Securities or New Securities, in a
         form eligible for deposit with The Depository Trust Company.

                  (m) The Company and the Guarantors shall comply with all
         applicable rules and regulations of the Commission and shall make
         generally available to their security holders as soon as practicable
         after the effective date of the applicable Registration Statement an
         earnings statement satisfying the provisions of Section 11(a) of the
         Act.

                  (n) The Company and the Guarantors shall cause the Indenture
         or the New Securities Indenture, as the case may be, to be qualified
         under the Trust Indenture Act in a timely manner.

                  (o) The Company and the Guarantors may require each Holder of
         securities to be sold pursuant to any Shelf Registration Statement to
         furnish to the Company and the Guarantors such information regarding
         the Holder and the distribution of such securities as the Company and
         the Guarantors may from time to time reasonably require for inclusion
         in such Registration Statement. The Company and the Guarantors may
         exclude from such Shelf Registration Statement the Securities of any
         Holder that




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<PAGE>

         unreasonably fails to furnish such information within a reasonable time
         after receiving such request.

                  (p) In the case of any Shelf Registration Statement, the
         Company and the Guarantors shall enter into such agreements and take
         all other appropriate actions (including if requested an underwriting
         agreement in customary form) in order to expedite or facilitate the
         registration or the disposition of the Securities, and in connection
         therewith, if an underwriting agreement is entered into, cause the same
         to contain indemnification provisions and procedures no less favorable
         than those set forth in Section 7 (or such other provisions and
         procedures acceptable to the Majority Holders and the Managing
         Underwriters, if any, with respect to all parties to be indemnified
         pursuant to Section 7.

                  (q) In the case of any Shelf Registration Statement, the
         Company and the Guarantors shall:

                           (i) make reasonably available for inspection by the
                  Holders of Securities to be registered thereunder, any
                  underwriter participating in any disposition pursuant to such
                  Registration Statement, and any attorney, accountant or other
                  agent retained by the Holders or any such underwriter all
                  relevant financial and other records, pertinent corporate
                  documents and properties of the Company and its subsidiaries;

                          (ii) cause the Company's officers, directors and
                  employees to supply all relevant information reasonably
                  requested by the Holders or any such underwriter, attorney,
                  accountant or agent in connection with any such Registration
                  Statement as is customary for similar due diligence
                  examinations; PROVIDED, HOWEVER, that any information that is
                  designated in writing by the Company, in good faith, as
                  confidential at the time of delivery of such information shall
                  be kept confidential by the Holders or any such underwriter,
                  attorney, accountant or agent, unless such disclosure is made
                  in connection with a court proceeding or required by law, or
                  such information becomes available to the public generally or
                  through a third party without an accompanying obligation of
                  confidentiality;

                         (iii) make such representations and warranties to the
                  Holders of Securities registered thereunder and the
                  underwriters, if any, in form, substance and scope as are
                  customarily made by issuers to underwriters in primary
                  underwritten offerings and covering matters including, but not
                  limited to, those set forth in the Purchase Agreement;




                                       14
<PAGE>

                          (iv) obtain opinions of counsel to the Company and the
                  Guarantors and updates thereof (which counsel and opinions (in
                  form, scope and substance) shall be reasonably satisfactory to
                  the Managing Underwriters, if any) addressed to each selling
                  Holder and the underwriters, if any, covering such matters as
                  are customarily covered in opinions requested in underwritten
                  offerings and such other matters as may be reasonably
                  requested by such Holders and underwriters;

                           (v) obtain "cold comfort" letters and updates thereof
                  from the independent certified public accountants of the
                  Company (and, if necessary, any other independent certified
                  public accountants of any subsidiary of the Company or of any
                  business acquired by the Company for which financial
                  statements and financial data are, or are required to be,
                  included in the Registration Statement), addressed to each
                  selling Holder of Securities registered thereunder and the
                  underwriters, if any, in customary form and covering matters
                  of the type customarily covered in "cold comfort" letters in
                  connection with primary underwritten offerings; and

                          (vi) deliver such documents and certificates as may be
                  reasonably requested by the Majority Holders and the Managing
                  Underwriters, if any, including those to evidence compliance
                  with Section 5(k) and with any customary conditions contained
                  in the underwriting agreement or other agreement entered into
                  by the Company and the Guarantors.

         The actions set forth in clauses (iii), (iv), (v) and (vi) of this
         Section shall be performed at (A) the effectiveness of such
         Registration Statement and each post-effective amendment thereto; and
         (B) each closing under any underwriting or similar agreement as and to
         the extent required thereunder.

                  (r) In the case of any Exchange Offer Registration Statement,
         the Company and the Guarantors shall:

                           (i) make reasonably available for inspection by such
                  Initial Purchaser, and any attorney, accountant or other agent
                  retained by such Initial Purchaser, all relevant financial and
                  other records, pertinent corporate documents and properties of
                  the Company and its subsidiaries;

                          (ii) cause the Company's officers, directors and
                  employees to supply all relevant information reasonably
                  requested by such Initial Purchaser or any such attorney,
                  accountant or agent in connection with any such Registration
                  Statement as is customary for similar due diligence
                  examinations;




                                       15
<PAGE>

                  PROVIDED, HOWEVER, that any information that is designated in
                  writing by the Company, in good faith, as confidential at the
                  time of delivery of such information shall be kept
                  confidential by such Initial Purchaser or any such attorney,
                  accountant or agent, unless such disclosure is made in
                  connection with a court proceeding or required by law, or such
                  information becomes available to the public generally or
                  through a third party without an accompanying obligation of
                  confidentiality;

                         (iii) make such representations and warranties to such
                  Initial Purchaser, in form, substance and scope as are
                  customarily made by issuers to underwriters in primary
                  underwritten offerings and covering matters including, but not
                  limited to, those set forth in the Purchase Agreement;

                          (iv) obtain opinions of counsel to the Company and the
                  Guarantors and updates thereof (which counsel and opinions (in
                  form, scope and substance) shall be reasonably satisfactory to
                  such Initial Purchaser and its counsel, addressed to such
                  Initial Purchaser, covering such matters as are customarily
                  covered in opinions requested in underwritten offerings and
                  such other matters as may be reasonably requested by such
                  Initial Purchaser or its counsel;

                           (v) obtain "cold comfort" letters and updates thereof
                  from the independent certified public accountants of the
                  Company (and, if necessary, any other independent certified
                  public accountants of any subsidiary of the Company or of any
                  business acquired by the Company for which financial
                  statements and financial data are, or are required to be,
                  included in the Registration Statement), addressed to such
                  Initial Purchaser, in customary form and covering matters of
                  the type customarily covered in "cold comfort" letters in
                  connection with primary underwritten offerings, or if
                  requested by such Initial Purchaser or its counsel in lieu of
                  a "cold comfort" letter, an agreed-upon procedures letter
                  under Statement on Auditing Standards No. 35, covering matters
                  requested by such Initial Purchaser or its counsel; and

                          (vi) deliver such documents and certificates as may be
                  reasonably requested by such Initial Purchaser or its counsel,
                  including those to evidence compliance with Section 5(k) and
                  with conditions customarily contained in underwriting
                  agreements.

         The foregoing actions set forth in clauses (iii), (iv), (v), and (vi)
         of this Section shall be performed at the close of the Registered
         Exchange Offer and the effective date of any post-effective amendment
         to the Exchange Offer Registration Statement.




                                       16
<PAGE>

                  (s) If a Registered Exchange Offer is to be consummated, upon
         delivery of the Securities by Holders to the Company (or to such other
         Person as directed by the Company) in exchange for the New Securities,
         the Company shall mark, or caused to be marked, on the Securities so
         exchanged that such Securities are being canceled in exchange for the
         New Securities. In no event shall the Securities be marked as paid or
         otherwise satisfied.

                  (t) The Company and the Guarantors will use their best efforts
         (i) if the Securities have been rated prior to the initial sale of such
         Securities, to confirm such ratings will apply to the Securities or the
         New Securities, as the case may be, covered by a Registration
         Statement; or (ii) if the Securities were not previously rated, to
         cause the Securities covered by a Registration Statement to be rated
         with at least one nationally recognized statistical rating agency, if
         so requested by Majority Holders with respect to the related
         Registration Statement or by any Managing Underwriters.

                  (u) In the event that any Broker-Dealer shall underwrite any
         Securities or participate as a member of an underwriting syndicate or
         selling group or "assist in the distribution" (within the meaning of
         the Rules of Fair Practice and the By-Laws of the National Association
         of Securities Dealers, Inc.) thereof, whether as a Holder of such
         Securities or as an underwriter, a placement or sales agent or a broker
         or dealer in respect thereof, or otherwise, assist such Broker-Dealer
         in complying with the requirements of such Rules and By-Laws,
         including, without limitation, by:

                           (i) if such Rules or By-Laws shall so require,
                  engaging a "qualified independent underwriter" (as defined in
                  such Rules) to participate in the preparation of the
                  Registration Statement, to exercise usual standards of due
                  diligence with respect thereto and, if any portion of the
                  offering contemplated by such Registration Statement is an
                  underwritten offering or is made through a placement or sales
                  agent, to recommend the yield of such Securities;

                           (ii) indemnifying any such qualified independent
                  underwriter to the extent of the indemnification of
                  underwriters provided in Section 6 hereof; and

                           (iii) providing such information to such
                  Broker-Dealer as may be required in order for such
                  Broker-Dealer to comply with the requirements of such Rules.

                           (iv) The Company and the Guarantors shall use their
                  best efforts to take all other steps necessary to effect the
                  registration of the Securities or the New Securities, as the
                  case may be, covered by a Registration Statement.




                                       17
<PAGE>

                  6. REGISTRATION EXPENSES. The Company shall bear all expenses
incurred in connection with the performance of its and the Guarantors'
obligations under Sections 2, 3 and 5 hereof and, in the event of any Shelf
Registration Statement, will reimburse the Holders for the reasonable fees and
disbursements of one firm or counsel designated by the Majority Holders to act
as counsel for the Holders in connection therewith.

                  7. INDEMNIFICATION AND CONTRIBUTION.

                  (a) The Company and the Guarantors, jointly and severally,
agree to indemnify and hold harmless each Holder of Securities or New
Securities, as the case may be, covered by any Registration Statement (including
each Initial Purchaser and, with respect to any Prospectus delivery as
contemplated in Section 5(h) hereof, each Exchanging Dealer), the directors,
officers, employees and agents of each such Holder and each Person who controls
any such Holder within the meaning of either the Act or the Exchange Act against
any and all losses, claims, damages or liabilities, joint or several, to which
they or any of them may become subject under the Act, the Exchange Act or other
Federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement as
originally filed or in any amendment thereof, or in any preliminary Prospectus
or the Prospectus, or in any amendment thereof or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and agrees to reimburse each such indemnified party, as
incurred, for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action; PROVIDED, HOWEVER, that the Company and the Guarantors will
not be liable in any case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made therein in reliance upon
and in conformity with written information furnished to the Company and the
Guarantors by or on behalf of any such Holder specifically for inclusion
therein. This indemnity agreement will be in addition to any liability which the
Company and the Guarantors may otherwise have.

                  The Company and the Guarantors also, jointly and severally,
agree to indemnify or contribute as provided in Section 7(d) to Losses of any
underwriter of Securities or New Securities, as the case may be, registered
under a Shelf Registration Statement, their directors, officers, employees or
agents and each Person who controls such underwriter on substantially the same
basis as that of the indemnification of the Initial Purchasers and the selling
Holders provided in this Section 7(a) and shall, if requested by any Holder,
enter into an underwriting agreement reflecting such agreement, as provided in
Section 5(p) hereof.



                                       18
<PAGE>

                  (b) Each Holder of securities covered by a Registration
Statement (including each Initial Purchaser and, with respect to any Prospectus
delivery as contemplated in Section 5(h) hereof, each Exchanging Dealer)
severally agrees to indemnify and hold harmless the Company and the Guarantors,
each of their directors, each of their officers who sign such Registration
Statement and each Person who controls the Company or any of the Guarantors
within the meaning of either the Act or the Exchange Act, to the same extent as
the foregoing indemnity from the Company and the Guarantors to each such Holder,
but only with reference to written information relating to such Holder furnished
to the Company and the Guarantors by or on behalf of such Holder specifically
for inclusion in the documents referred to in the foregoing indemnity. This
indemnity agreement will be in addition to any liability which any such Holder
may otherwise have.

                  (c) Promptly after receipt by an indemnified party under this
Section 7 or notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section, notify the indemnifying party in writing of the commencement
thereof; but the failure so to notify the indemnifying party (i) will not
relieve it from liability under paragraph (a) or (b) above unless and to the
extent it did not otherwise learn of such action and such failure results in the
forfeiture by the indemnifying party of substantial rights and defenses; and
(ii) will not, in any event, relieve the indemnifying party from any obligations
to any indemnified party other than the indemnification obligation provided in
paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint
counsel of the indemnifying party's choice at the indemnifying party's expense
to represent the indemnified party in any action for which indemnification is
sought (in which case the indemnifying party shall not thereafter be responsible
for the fees and expenses of any separate counsel retained by the indemnified
party or parties except as set forth below); PROVIDED, HOWEVER, that such
counsel shall be satisfactory to the indemnified party. Notwithstanding the
indemnifying party's election to appoint counsel to represent the indemnified
party in an action, the indemnified party shall have the right to employ
separate counsel (including local counsel), and the indemnifying party shall
bear the reasonable fees, costs and expenses of such separate counsel if (i) the
use of counsel chosen by the indemnifying party to represent the indemnified
party would present such counsel with a conflict of interest; (ii) the actual or
potential defendants in, or targets of, any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to those
available to the indemnifying party; (iii) the indemnifying party shall not have
employed counsel satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of the institution of
such action; or (iv) the indemnifying party shall authorize the indemnified
party to employ separate counsel at the expense of the indemnifying party. An
indemnifying party will not, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any





                                       19
<PAGE>

judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding.

                  (d) In the event that the indemnity provided in paragraph (a)
or (b) of this Section is unavailable to or insufficient to hold harmless an
indemnified party for any reason, then each applicable indemnifying party shall
have a joint and several obligation to contribute to the aggregate losses,
claims, damages and liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending same) (collectively
"Losses") to which such indemnified party may be subject in such proportion as
is appropriate to reflect the relative benefits received by such indemnifying
party, on the one hand, and such indemnified party, on the other hand, from the
Initial Placement and the Registration Statement which resulted in such Losses;
PROVIDED, HOWEVER, that in no case shall any Initial Purchaser or any subsequent
Holder of any Security or New Security be responsible, in the aggregate, for any
amount in excess of the purchase discount or commission applicable to such
Security, or in the case of a New Security, applicable to the Security that was
exchangeable into such New Security, as set forth on the cover page of the Final
Memorandum, nor shall any underwriter be responsible for any amount in excess of
the underwriting discount or commission applicable to the securities purchased
by such underwriter under the Registration Statement which resulted in such
Losses. If the allocation provided by the immediately preceding sentence is
unavailable for any reason, the indemnifying party and the indemnified party
shall contribute in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of such indemnifying party, on the
one hand, and such indemnified party, on the other hand, in connection with the
statements or omissions which resulted in such Losses as well as any other
relevant equitable considerations. Benefits received by the Company and the
Guarantors shall be deemed to be equal to the sum of (x) the total net proceeds
from the Initial Placement (before deducting expenses) as set forth on the cover
page of the Final Memorandum and (y) the total amount of additional interest
which the Company and the Guarantors were not required to pay as a result of
registering the securities covered by the Registration Statement which resulted
in such Losses. Benefits received by the Initial Purchasers shall be deemed to
be equal to the total purchase discounts and commissions as set forth on the
cover page of the Final Memorandum, and benefits received by any other Holders
shall be deemed to be equal to the value of receiving Securities or New
Securities, as applicable, registered under the Act. Benefits received by any
underwriter shall be deemed to be equal to the total underwriting discounts and
commissions, as set forth on the cover page of the Prospectus forming a part of
the Registration Statement which resulted in such Losses. Relative fault shall
be determined by reference to, among other things, whether any alleged untrue
statement or omission relates to information provided by the indemnifying party,
on

                                       20
<PAGE>
the one hand, or by the indemnified party, on the other hand, the intent of the
parties and their relative knowledge, access to information and opportunity to
correct or prevent such untrue statement or omission. The parties agree that it
would not be just and equitable if contribution were determined by pro rata
allocation (even if the Holders were treated as one entity for such purpose) or
any other method of allocation which does not take account of the equitable
considerations referred to above. Notwithstanding the provisions of this
paragraph (d), no Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
Person who was not guilty of such fraudulent misrepresentation. For purposes of
this Section, each Person who controls a Holder within the meaning of either the
Act or the Exchange Act and each director, officer, employee and agent of such
Holder shall have the same rights to contribution as such Holder, and each
Person who controls the Company or any of the Guarantors within the meaning of
either the Act or the Exchange Act, each officer of the Company or any of the
Guarantors who shall have signed the Registration Statement and each director of
the Company or any of the Guarantors shall have the same rights to contribution
as the Company, subject in each case to the applicable terms and conditions of
this paragraph (d).

                  (e) The provisions of this Section will remain in full force
and effect, regardless of any investigation made by or on behalf of any Holder
or the Company and the Guarantors or any of the officers, directors or
controlling Persons referred to in this Section hereof, and will survive the
sale by a Holder of securities covered by a Registration Statement.

                  8. UNDERWRITTEN REGISTRATIONS.

                  (a) If any of the Securities or New Securities, as the case
may be, covered by any Shelf Registration Statement are to be sold in an
underwritten offering, the Managing Underwriters shall be selected by the
Majority Holders.

                  (b) No Person may participate in any underwritten offering
pursuant to any Shelf Registration Statement, unless such Person (i) agrees to
sell such Person's Securities or New Securities, as the case may be, on the
basis reasonably provided in any underwriting arrangements approved by the
Persons entitled hereunder to approve such arrangements; and (ii) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements.

                  9. NO INCONSISTENT AGREEMENTS. The Company has not, as of the
date hereof, entered into, nor shall it, on or after the date hereof, enter
into, any agreement with respect to its securities that is inconsistent with the
rights granted to the Holders herein or otherwise conflicts with the provisions
hereof.



                                       21
<PAGE>

                  10. AMENDMENTS AND WAIVERS. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, qualified,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Company has obtained the written
consent of the Majority Holders (or, after the consummation of any Registered
Exchange Offer in accordance with Section 2 hereof, of New Securities); PROVIDED
that, with respect to any matter that directly or indirectly affects the rights
of any Initial Purchaser hereunder, the Company shall obtain the written consent
of each such Initial Purchaser against which such amendment, qualification,
supplement, waiver or consent is to be effective. Notwithstanding the foregoing
(except the foregoing proviso), a waiver or consent to departure from the
provisions hereof with respect to a matter that relates exclusively to the
rights of Holders whose Securities or New Securities, as the case may be, are
being sold pursuant to a Registration Statement and that does not directly or
indirectly affect the rights of other Holders may be given by the Majority
Holders, determined on the basis of Securities or New Securities, as the case
may be, being sold rather than registered under such Registration Statement.

                  11. NOTICES. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand-delivery, first-class
mail, telex, telecopier or air courier guaranteeing overnight delivery:

                  (a) if to a Holder, at the most current address given by such
         holder to the Company in accordance with the provisions of this
         Section, which address initially is, with respect to each Holder, the
         address of such Holder maintained by the Registrar under the Indenture,
         with a copy in like manner to Salomon Brothers Inc;

                  (b) if to you, initially at the respective addresses set forth
         in the Purchase Agreement; and

                  (c) if to the Company or the Guarantors, initially at its
         respective address set forth in the Purchase Agreement.

                  All such notices and communications shall be deemed to have
been duly given when received.

                  The Initial Purchasers or the Company by notice to the other
parties may designate additional or different addresses for subsequent notices
or communications.

                  12. SUCCESSORS. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties,
including, without the need for an express assignment or any consent by the
Company thereto, subsequent Holders of Securities and the New Securities. The
Company hereby agrees to extend the benefits of this Agreement



                                       22
<PAGE>

to any Holder of Securities and the New Securities, and any such Holder may
specifically enforce the provisions of this Agreement as if an original party
hereto.

                  13. COUNTERPARTS. This agreement may be in signed
counterparts, each of which shall an original and all of which together shall
constitute one and the same agreement.

                  14. HEADINGS. The headings used herein are for convenience
only and shall not affect the construction hereof.

                  15. APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed in the State of New York.

                  16. SEVERABILITY. In the event that any one of more of the
provisions contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired
or affected thereby, it being intended that all of the rights and privileges of
the parties shall be enforceable to the fullest extent permitted by law.

                  17. SECURITIES HELD BY THE COMPANY, ETC. Whenever the consent
or approval of Holders of a specified percentage of principal amount of
Securities or New Securities is required hereunder, Securities or New
Securities, as applicable, held by the Company or its Affiliates (other than
subsequent Holders of Securities or New Securities if such subsequent Holders
are deemed to be Affiliates solely by reason of their holdings of such
Securities or New Securities) shall not be counted in determining whether such
consent or approval was given by the Holders of such required percentage.

                  If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this Agreement and your acceptance shall represent a binding agreement
among the Company, the Guarantors and the several Initial Purchasers.

                                       Very truly yours,

                                       PAXSON COMMUNICATIONS CORPORATION


                                       By /s/ Anthony L. Morrison
                                          --------------------------------------
                                          Name:  Anthony L. Morrison
                                          Title: Executive Vice-President, Chief
                                                 Legal Officer and Secretary





                                       23
<PAGE>

The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.

SALOMON SMITH BARNEY INC.
UBS WARBURG LLC
CREDIT SUISSE FIRST BOSTON CORPORATION
BEAR, STEARNS & CO. INC.

By:  SALOMON SMITH BARNEY INC.


By: /s/ Kevin M. Sisson
    -----------------------------------
    Name:  Kevin M. Sisson
    Title: Vice-President


                              SUBSIDIARY GUARANTORS:

                              BUD HITS, INC.
                              BUD SONGS, INC.
                              CAP COMMUNICATIONS LICENSE OF NEW LONDON, INC.
                              CAP COMMUNICATIONS OF NEW LONDON, INC.
                              CAP COMMUNICATIONS, INC.
                              CHANNEL 66 OF TAMPA, INC.
                              CLEARLAKE PRODUCTIONS, INC.
                              COCOLA MEDIA CORPORATION OF FLORIDA
                              COCOLA MEDIA CORPORATION OF SAN FRANCISCO, INC.
                              DP MEDIA, INC.
                              DP MEDIA LICENSE OF BATTLE CREEK, INC.
                              DP MEDIA LICENSE OF BOSTON, INC.
                              DP MEDIA LICENSE OF MARTINSBURG, INC.
                              DP MEDIA LICENSE OF MILWAUKEE, INC.
                              DP MEDIA LICENSE OF RALEIGH DURHAM, INC.
                              DP MEDIA OF BATTLE CREEK, INC.
                              DP MEDIA OF BOSTON, INC.
                              DP MEDIA OF MARTINSBURG, INC.



                                     24
<PAGE>

                              DP MEDIA OF MILWAUKEE, INC.
                              DP MEDIA OF RALEIGH DURHAM, INC.
                              DP MEDIA OF ST.  LOUIS, INC.
                              FLAGLER PRODUCTIONS, INC.
                              HISPANIC BROADCASTING, INC.
                              IRON MOUNTAIN PRODUCTIONS, INC.
                              OCEAN STATE TELEVISION, LLC
                              PAX HITS PUBLISHING, INC.
                              PAX INTERNET, INC.
                              PAX NET TELEVISION PRODUCTIONS, INC.
                              PAX NET, INC.
                              PAXSON AKRON LICENSE, INC.
                              PAXSON ALBANY LICENSE, INC.
                              PAXSON ALBUQUERQUE LICENSE, INC.
                              PAXSON ATLANTA LICENSE, INC.
                              PAXSON BIRMINGHAM LICENSE, INC.
                              PAXSON BOSTON LICENSE, INC.
                              PAXSON BOSTON-68 LICENSE, INC.
                              PAXSON BUFFALO LICENSE, INC.
                              PAXSON CEDAR RAPIDS LICENSE, INC.
                              PAXSON CHARLESTON LICENSE, INC.
                              PAXSON CHICAGO LICENSE, INC.
                              PAXSON COMMUNICATIONS LICENSE COMPANY, LLC
                              PAXSON COMMUNICATIONS LPTV, INC.
                              PAXSON COMMUNICATIONS MANAGEMENT COMPANY, INC.
                              PAXSON COMMUNICATIONS OF AKRON-23, INC.
                              PAXSON COMMUNICATIONS OF ALBANY-55, INC.
                              PAXSON COMMUNICATIONS OF ALBUQUERQUE-14, INC.
                              PAXSON COMMUNICATIONS OF ATLANTA- 1 4, INC.
                              PAXSON COMMUNICATIONS OF BIRMINGHAM-44, INC.
                              PAXSON COMMUNICATIONS OF BOSTON-46, INC.
                              PAXSON COMMUNICATIONS OF BOSTON-60, INC.
                              PAXSON COMMUNICATIONS OF BOSTON-68, INC.
                              PAXSON COMMUNICATIONS OF BUFFALO-51, INC.
                              PAXSON COMMUNICATIONS OF CEDAR RAPIDS-48, INC.
                              PAXSON COMMUNICATIONS OF CHARLESTON-29, INC.
                              PAXSON COMMUNICATIONS OF CHICAGO-38, INC.
                              PAXSON COMMUNICATIONS OF DALLAS-68, INC.
                              PAXSON COMMUNICATIONS OF DAVENPORT-67, INC.



                                     25
<PAGE>

                              PAXSON COMMUNICATIONS OF DENVER-59, INC.
                              PAXSON COMMUNICATIONS OF DES MOINES-39, INC.
                              PAXSON COMMUNICATIONS OF DETROIT-31, INC.
                              PAXSON COMMUNICATIONS OF FAYETTEVILLE-62, INC.
                              PAXSON COMMUNICATIONS OF FRESNO-61, INC.
                              PAXSON COMMUNICATIONS OF GREENSBORO-16, INC.
                              PAXSON COMMUNICATIONS OF GREENVILLE-38, INC.
                              PAXSON COMMUNICATIONS OF HONOLULU-66, INC.
                              PAXSON COMMUNICATIONS OF HOUSTON-49, INC.
                              PAXSON COMMUNICATIONS OF JACKSONVILLE-21, INC.
                              PAXSON COMMUNICATIONS OF JACKSONVILLE-35, INC.
                              PAXSON COMMUNICATIONS OF KANSAS CITY-50, INC.
                              PAXSON COMMUNICATIONS OF KNOXVILLE-54, INC.
                              PAXSON COMMUNICATIONS OF LEXINGTON-67, INC.
                              PAXSON COMMUNICATIONS OF LOS ANGELES-30, INC.
                              PAXSON COMMUNICATIONS OF LOUISVILLE-21, INC.
                              PAXSON COMMUNICATIONS OF MEMPHIS-50, INC.
                              PAXSON COMMUNICATIONS OF MIAMI-35, INC.
                              PAXSON COMMUNICATIONS OF MINNEAPOLIS-41, INC.
                              PAXSON COMMUNICATIONS OF MOBILE-61, INC.
                              PAXSON COMMUNICATIONS OF NASHVILLE-28, INC.
                              PAXSON COMMUNICATIONS OF NEW ORLEANS-49, INC.
                              PAXSON COMMUNICATIONS OF NEW YORK-31, INC.
                              PAXSON COMMUNICATIONS OF NORFOLK-49, INC.
                              PAXSON COMMUNICATIONS OF OKLAHOMA CITY-62, INC.
                              PAXSON COMMUNICATIONS OF ORLANDO-56, INC.
                              PAXSON COMMUNICATIONS OF PHILADELPHIA-61, INC.
                              PAXSON COMMUNICATIONS OF PHOENIX- 13, INC.
                              PAXSON COMMUNICATIONS OF PHOENIX-51, INC.
                              PAXSON COMMUNICATIONS OF PITTSBURGH-40, INC.
                              PAXSON COMMUNICATIONS OF PORTLAND-22, INC.
                              PAXSON COMMUNICATIONS OF PORTLAND-23, INC.
                              PAXSON COMMUNICATIONS OF PROVIDENCE-69, INC.
                              PAXSON COMMUNICATIONS OF ROANOKE-38, INC.
                              PAXSON COMMUNICATIONS OF SACRAMENTO-29, INC.
                              PAXSON COMMUNICATIONS OF SALT LAKE CITY-30, INC.
                              PAXSON COMMUNICATIONS OF SAN ANTONIO-26, INC.
                              PAXSON COMMUNICATIONS OF SAN JOSE-65, INC.


                                     26
<PAGE>

                              PAXSON COMMUNICATIONS OF SAN JUAN, INC.
                              PAXSON COMMUNICATIONS OF SCRANTON-64, INC.
                              PAXSON COMMUNICATIONS OF SEATTLE-33, INC.
                              PAXSON COMMUNICATIONS OF SHREVEPORT-21, INC.
                              PAXSON COMMUNICATIONS OF SPOKANE-34, INC.
                              PAXSON COMMUNICATIONS OF ST. CROIX-15, INC.
                              PAXSON COMMUNICATIONS OF SYRACUSE-56, INC.
                              PAXSON COMMUNICATIONS OF TAMPA-66, INC.
                              PAXSON COMMUNICATIONS OF TUCSON-46, INC.
                              PAXSON COMMUNICATIONS OF TULSA-44, INC.
                              PAXSON COMMUNICATIONS OF WASHINGTON-66, INC.
                              PAXSON COMMUNICATIONS OF WAUSAU-46, INC.
                              PAXSON COMMUNICATIONS OF WEST PALM BEACH-67, INC.
                              PAXSON COMMUNICATIONS TELEVISION, INC.
                              PAXSON DALLAS LICENSE, INC.
                              PAXSON DAVENPORT LICENSE, INC.
                              PAXSON DENVER LICENSE, INC.
                              PAXSON DES MOINES LICENSE, INC.
                              PAXSON DETROIT LICENSE, INC.
                              PAXSON DEVELOPMENT, INC.
                              PAXSON FAYETTEVILLE LICENSE, INC.
                              PAXSON FRESNO LICENSE, INC.
                              PAXSON GREENSBORO LICENSE, INC.
                              PAXSON GREENVILLE LICENSE, INC.
                              PAXSON HAWAII LICENSE, INC.
                              PAXSON HOUSTON LICENSE, INC.
                              PAXSON JACKSONVILLE LICENSE, INC.
                              PAXSON JAX LICENSE, INC.
                              PAXSON KANSAS CITY LICENSE, INC.
                              PAXSON KNOXVILLE LICENSE, INC.
                              PAXSON LEXINGTON LICENSE, INC.
                              PAXSON LOS ANGELES LICENSE, INC.
                              PAXSON MERCHANDISING & LICENSING, INC.
                              PAXSON MIAMI-35 LICENSE, INC.
                              PAXSON MINNEAPOLIS LICENSE, INC.
                              PAXSON MOBILE LICENSE, INC.
                              PAXSON NEW YORK LICENSE, INC.
                              PAXSON NORFOLK LICENSE, INC.
                              PAXSON OKLAHOMA CITY LICENSE, INC.


                                     27
<PAGE>

                              PAXSON ORLANDO LICENSE, INC.
                              PAXSON PHILADELPHIA LICENSE, INC.
                              PAXSON PHOENIX LICENSE, INC.
                              PAXSON PORTLAND LICENSE, INC.
                              PAXSON PRODUCTIONS, INC.
                              PAXSON ROANOKE LICENSE, INC.
                              PAXSON SACRAMENTO LICENSE, INC.
                              PAXSON SALEM LICENSE, INC.
                              PAXSON SALT LAKE CITY LICENSE, INC.
                              PAXSON SAN ANTONIO LICENSE, INC.
                              PAXSON SAN JOSE LICENSE, INC.
                              PAXSON SCRANTON LICENSE, INC.
                              PAXSON SEATTLE LICENSE, INC.
                              PAXSON SHREVEPORT LICENSE, INC.
                              PAXSON SPOKANE LICENSE, INC.
                              PAXSON SPORTS OF MIAMI, INC.
                              PAXSON ST. CROIX LICENSE, INC.
                              PAXSON SYRACUSE LICENSE, INC.
                              PAXSON TAWA-66 LICENSE, INC.
                              PAXSON TELEVISION PRODUCTIONS, INC.
                              PAXSON TELEVISION, INC.
                              PAXSON TENNESSEE LICENSE, INC.
                              PAXSON TULSA LICENSE, INC.
                              PAXSON WASHINGTON LICENSE, INC.
                              PAXSON WAUSAU LICENSE, INC.
                              PCC DIRECT, INC.
                              RDP COMMUNICATIONS LICENSE OF INDIANAPOLIS, INC.
                              RDP COMMUNICATIONS OF INDIANAPOLIS, INC.
                              RDP COMMUNICATIONS, INC.
                              S&E NETWORK, INC.
                              TRAVEL CHANNEL ACQUISITION CORPORATION



                              By: /s/ Anthony L. Morrison
                                  --------------------------------------------
                                  Name:  Anthony L. Morrison
                                  Title: Vice President of each of such
                                         Subsidiary Guarantors






                                     28
<PAGE>

                              AMERICA 51, L.P.

                              By: Paxson Communications of Phoenix-51, Inc.,
                                    its General Partner and Limited Partner
                              By: Paxson Communications Television, Inc.,
                                    its Limited Partner


                              By: /s/ Anthony L. Morrison
                                  --------------------------------------------
                                  Name:  Anthony L. Morrison
                                  Title: Vice President of such
                                           General and Limited Partners




                                     29
<PAGE>
                                                                         ANNEX A

                  Each Broker-Dealer that receives New Securities for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
Broker-Dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a Broker-Dealer in connection
with resales of New Securities received in exchange for Securities where such
Securities were acquired by such Broker-Dealer as a result of market-making
activities or other trading activities. The Company has agreed that, starting on
the Expiration Date (as defined herein) and ending on the close of business one
year after the Expiration Date, it will make this Prospectus available to any
Broker-Dealer for use in connection with any such resale. See "Plan of
Distribution".


<PAGE>
                                                                         ANNEX B

                  Each Broker-Dealer that receives New Securities for its own
account in exchange for Securities, where such Securities were acquired by such
Broker-Dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such New Securities. See "Plan of Distribution."


<PAGE>
                                                                         ANNEX C

                              PLAN OF DISTRIBUTION

                  Each Broker-Dealer that receives New Securities for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a Broker-Dealer in connection with resales of New Securities received in
exchange for Securities where such Securities were acquired as a result of
market-making activities or other trading activities. The Company and the
Guarantors have agreed that, starting on the Expiration Date and ending on the
close of business one year after the Expiration Date, they will make this
Prospectus, as amended or supplemented, available to any Broker-Dealer for use
in connection with any such resale. In addition, until ________________, 200_,
all dealers effecting transactions in the New Securities may be required to
deliver a prospectus.

                  The Company will not receive any proceeds from any sale of New
Securities by brokers-dealers. New Securities received by Broker-Dealers for
their own account pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the New Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such Broker-Dealer and/or the purchasers of any such New
Securities. Any Broker-Dealer that resells New Securities that were received by
it for its own account pursuant to the Exchange Offer and any broker or dealer
that participates in a distribution of such New Securities may be deemed to be
an "underwriter" within the meaning of the Securities Act and any profit of any
such resale of New Securities and any commissions or concessions received by any
such Persons may be deemed to be underwriting compensation under the Securities
Act. The Letter of Transmittal states that by acknowledging that it will deliver
and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.

                  For a period of one year after the Expiration Date, the
Company and the Guarantors will promptly send additional copies of this
Prospectus and any amendment or supplement to this Prospectus to any
Broker-Dealer that requests such documents in the Letter of Transmittal. The
Company has agreed to pay all expenses incident to the Exchange Offer (including
the expenses of one counsel for the holder of the Securities) other than
commissions or concessions of any brokers or dealers and will indemnify the
holders of the Securities (including any Broker-Dealers) against certain
liabilities, including liabilities under the Securities Act.

                  [If applicable, add information required by Regulation S-K
Items 507 and/or 508.]


<PAGE>
                                                                         ANNEX D

Rider A

                  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
                  ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
                  AMENDMENTS OR SUPPLEMENTS THERETO.

                  Name:
                            -------------------------------------------
                  Address:
                            -------------------------------------------


Rider B

If the undersigned is not a Broker-Dealer, the undersigned represents that it
acquired the New Securities in the ordinary course of its business, it is not
engaged in, and does not intend to engage in, a distribution of New Securities
and it has no arrangements or understandings with any Person to participate in a
distribution of the New Securities. If the undersigned is a Broker-Dealer that
will receive New Securities for its own account in exchange for Securities, it
represents that the Securities to be exchanged for New Securities were acquired
by it as a result of market-making activities or other trading activities and
acknowledges that it will deliver a prospectus in connection with any resale of
such New Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.