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                                                                    EXHIBIT 4.14
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                          REGISTRATION RIGHTS AGREEMENT


                          Dated as of December 19, 2001

                                     between


                     PEGASUS SATELLITE COMMUNICATIONS, INC.


                                       and


                            CIBC WORLD MARKETS CORP.
                            BEAR, STEARNS & CO. INC.

















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         This Registration Rights Agreement (this "Agreement") is made and
entered into as of December 19, 2001 between Pegasus Satellite Communications,
Inc., a Delaware corporation (the "Company") and CIBC World Markets Corp. and
Bear, Stearns & Co. Inc. (the "Initial Purchasers"), who have agreed to purchase
$175,000,000 in aggregate principal amount of 111/4% Series A Senior Notes due
2010 (the "Series A Notes") pursuant to the Purchase Agreement (as defined
below).

         This Agreement is made pursuant to the Purchase Agreement, dated
December __, 2001 (the "Purchase Agreement"), by and among the Company, each of
its subsidiaries and the Initial Purchasers. In order to induce the Initial
Purchasers to purchase the Series A Notes, the Company has agreed to provide the
registration rights set forth in this Agreement. The execution and delivery of
this Agreement is a condition to the obligations of the Initial Purchasers set
forth in Section 5 of the Purchase Agreement.

         The parties hereby agree as follows:


1.       DEFINITIONS

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

         Act:  The Securities Act of 1933, as amended.

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

         Closing Date:  The date of this Agreement.

         Commission:  The Securities and Exchange Commission.

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

         Damages Payment Date: With respect to the Series A Notes, each Interest
Payment Date.

         Effectiveness Target Date:  As defined in Section 5.

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

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





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

         Exempt Resales: The transactions in which the Initial Purchasers
propose to sell the Series A Notes to certain "qualified institutional buyers,"
as such term is defined in Rule 144A under the Act, and to certain persons
outside the United States in offshore transactions in reliance on Regulation S
under the Act.

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

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

         Indenture: The Indenture, dated as of December 19, 2001, between the
Company and J.P. Morgan Trust Company, National Association, as trustee (the
"Trustee"), pursuant to which the Notes are to be issued, as such Indenture is
amended or supplemented from time to time in accordance with the terms thereof.

         Initial Purchasers:  As defined in the preamble hereto.

         Interest Payment Date:  As defined in the Indenture and the Notes.

         NASD:  National Association of Securities Dealers, Inc.

         Notes:  The Series A Notes and the Series B Notes.

         Notice Date: The date on which CIBC World Markets Corp., as
representative for the Initial Purchasers, delivers written notice to the
Company to commence the registration process contemplated by Sections 3 or 4
hereof.

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

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

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

         Registration Default:  As defined in Section 5 hereof.






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

         Series B Notes: The Company's 11 1/4% Series B Senior Notes due 2010 to
be issued pursuant to the Indenture in the Exchange Offer.

         Shelf Filing Deadline:  As defined in Section 4 hereof.

         Shelf Registration Statement:  As defined in Section 4 hereof.

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

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

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


2.       SECURITIES SUBJECT TO THIS AGREEMENT

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

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






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3.       REGISTERED EXCHANGE OFFER

         (a) The Company shall (i) cause to be filed with the Commission as soon
as practicable after the Notice Date, but in no event later than 120 days after
the Notice Date, a Registration Statement under the Act relating to the Series B
Notes and the Exchange Offer, (ii) use its reasonable best efforts to cause such
Registration Statement to become effective at the earliest possible time, but in
no event later than 180 days after the Notice Date, (iii) in connection with the
foregoing, file (A) all pre-effective amendments to such Registration Statement
as may be necessary in order to cause such Registration Statement to become
effective and (B) if applicable, a post-effective amendment to such Registration
Statement pursuant to Rule 430A under the Act, (iv) cause all necessary filings
in connection with the registration and qualification of the Series B Notes to
be made under the Blue Sky laws of such jurisdictions within the United States
as are necessary to permit Consummation of the Exchange Offer and (v) unless the
Exchange Offer shall not be permissible under applicable law or Commission
policy (after the procedures set forth in Section 6(a) below have been complied
with), commence the Exchange Offer and use its reasonable best efforts to issue
on or prior to 30 business days after the date on which the Exchange Offer
Registration Statement was declared effective by the Commission, Series B Notes
in exchange for all Series A Notes properly tendered prior thereto in accordance
with the terms of the Exchange Offer. The Exchange Offer shall be on the
appropriate form permitting registration of the Series B Notes to be offered in
exchange for the Transfer Restricted Securities and to permit resales of Notes
held by Broker-Dealers as contemplated by Section 3(c) below.

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

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

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






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


4.       SHELF REGISTRATION

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

                  (x) cause to be filed a shelf registration statement pursuant
         to Rule 415 under the Act, which may be an amendment to the Exchange
         Offer Registration Statement (in either event, the "Shelf Registration
         Statement") on or prior to the earliest to occur of (1) the 120th day
         after the date on which the Company determines that it is not required
         to file the Exchange Offer Registration Statement, (2) the 120th day
         after the date on which the Company receives notice from a Holder of
         Transfer Restricted Securities as contemplated by clause (ii) above,
         and (3) the 180th day after the Notice Date (such earliest date being
         the "Shelf Filing Deadline"), which Shelf Registration Statement shall
         provide for resales of all Transfer Restricted Securities the Holders
         of which shall have provided the information required pursuant to
         Section 4(b) hereof; and

                  (y) use its reasonable best efforts to cause such Shelf
         Registration Statement to be declared effective by the Commission on or
         before the 60th day after the Shelf Filing Deadline.

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






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


5.       LIQUIDATED DAMAGES

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

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







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6.       REGISTRATION PROCEDURES

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

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

                 (ii) As a condition to its participation in the Exchange Offer
         pursuant to the terms of this Agreement, each Holder of Transfer
         Restricted Securities shall furnish, upon the request of the Company,
         prior to the Consummation thereof, a written representation to the
         Company (which may be contained in the letter of transmittal
         contemplated by the Exchange Offer Registration Statement) to the
         effect that (A) it is not an affiliate of the Company, (B) it is not
         engaged in, and does not intend to engage in, and has no arrangement or
         understanding with any person to participate in, a distribution of the
         Series B Notes to be issued in the Exchange Offer and (C) it is
         acquiring the Series B Notes in its ordinary course of business. In
         addition, all such Holders of Transfer Restricted Securities shall
         otherwise cooperate in the Company's preparations for the Exchange
         Offer. Each Holder hereby acknowledges and agrees that any
         Broker-Dealer and any such Holder using the Exchange Offer to
         participate in a distribution of the securities to be acquired in the
         Exchange Offer (1) could not under Commission policy as in effect on
         the date of this Agreement rely on the position of the Commission
         enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and
         Exxon Capital Holdings Corporation (available May 13, 1988), as
         interpreted in the Commission's letter to Shearman & Sterling dated
         July 2, 1993, and similar no-action letters (including any no-action
         letter obtained pursuant to clause (i) above), and (2) must comply with
         the registration and prospectus delivery requirements of the Act in
         connection with a secondary resale transaction and that such a
         secondary resale transaction should be covered by an effective
         registration statement containing the selling security holder
         information required by Item 507 or 508, as applicable, of Regulation
         S-K if the resales are of Series B Notes obtained by such Holder in
         exchange for Series A Notes acquired by such Holder directly from the
         Company.





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

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

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

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





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

                (iii) advise the underwriter(s), if any, and selling Holders
         promptly and, if requested by such Persons, to confirm such advice in
         writing, (A) when the Prospectus or any Prospectus supplement or
         post-effective amendment has been filed, and, with respect to any
         Registration Statement or any post-effective amendment thereto, when
         the same has become effective, (B) of any request by the Commission for
         amendments to the Registration Statement or amendments or supplements
         to the Prospectus or for additional information relating thereto, (C)
         of the issuance by the Commission of any stop order suspending the
         effectiveness of the Registration Statement under the Act or of the
         suspension by any state securities commission of the qualification of
         the Transfer Restricted Securities for offering or sale in any
         jurisdiction, or the initiation of any proceeding for any of the
         preceding purposes, (D) of the existence of any fact or the happening
         of any event that makes any statement of a material fact made in the
         Registration Statement, the Prospectus, any amendment or supplement
         thereto, or any document incorporated by reference therein untrue, or
         that requires the making of any additions to or changes in the
         Registration Statement or the Prospectus in order to make the
         statements therein not misleading, including, without limitation, under
         circumstances described in Section 6(c)(i) above. If at any time the
         Commission shall issue any stop order suspending the effectiveness of
         the Registration Statement, or any state securities commission or other
         regulatory authority shall issue an order suspending the qualification
         or exemption from qualification of the Transfer Restricted Securities
         under state securities or Blue Sky laws, the Company shall use its
         reasonable best efforts to obtain the withdrawal or lifting of such
         order at the earliest possible time;

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





                                       -9-
<PAGE>

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

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

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

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

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





                                      -10-
<PAGE>

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

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

                               (1) a certificate, dated the date of Consummation
                           of the Exchange Offer or the date of effectiveness of
                           the Shelf Registration Statement, as the case may be,
                           signed by (y) the President or any Vice President and
                           (z) a principal financial or accounting officer of
                           the Company and each of its subsidiaries, confirming,
                           as of the date thereof, the matters set forth in
                           paragraphs (j)(i), (ii), (iii) and (iv) of Section 8
                           of the Purchase Agreement and such other matters as
                           such parties may reasonably request;

                               (2) an opinion, dated the date of Consummation of
                           the Exchange Offer or the date of effectiveness of
                           the Shelf Registration Statement, as the case may be,
                           of counsel for the Company, covering the matters set
                           forth in paragraph (a) of Section 8 of the Purchase
                           Agreement and such other matters as such parties may
                           reasonably request, and in any event including a
                           statement to the effect that such counsel has
                           participated in conferences with officers and other
                           representatives of the Company and representatives of
                           the independent public accountants for the Company in
                           connection with the preparation of such Registration
                           Statement and the related Prospectus and have
                           considered the matters required to be stated therein
                           and the statements contained therein, although such
                           counsel has not independently verified the accuracy,
                           completeness or fairness of such statements; and that
                           such counsel advises that, on the basis of the
                           foregoing (relying as to materiality to a large
                           extent upon facts provided to such counsel by
                           officers and other representatives of the Company and
                           without independent check or verification), such
                           counsel does not believe that the applicable
                           Registration Statement, at the time such Registration
                           Statement or any post-effective amendment thereto
                           became effective, and, in the case of the Exchange
                           Offer Registration Statement, as of the date of
                           Consummation, contained an untrue statement of a
                           material fact or omitted to state a material fact
                           required to be stated therein or necessary to make
                           the statements therein not misleading, or that the
                           Prospectus contained in such Registration Statement
                           as of its date and, in the case of the opinion dated
                           the date of Consummation of the Exchange Offer, as of
                           the date of Consummation, contained an untrue
                           statement of a material fact or omitted to state a
                           material fact necessary in order to make the
                           statements therein, in light of the circumstances
                           under which they were made, not misleading. Without
                           limiting the foregoing, such counsel may state
                           further that such counsel assumes no responsibility
                           for, and has not independently verified, the
                           accuracy, completeness or fairness of the financial
                           and statistical statements, notes and schedules and
                           other financial data included in any Registration
                           Statement contemplated by this Agreement or the
                           related Prospectus; and






                                      -11-
<PAGE>

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

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

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

                  If at any time the representations and warranties of the
         Company or any of its subsidiaries contemplated in clause (A)(1) above
         cease to be true and correct, the Company shall so advise the Initial
         Purchasers and the underwriter(s), if any, and each selling Holder
         promptly and, if requested by such Persons, shall confirm such advice
         in writing;

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





                                      -12-
<PAGE>

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

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

                (xiv) use its reasonable best efforts to cause the Transfer
         Restricted Securities covered by the Registration Statement to be
         registered with or approved by such other governmental agencies or
         authorities as may be necessary to enable the seller or sellers thereof
         or the underwriter(s), if any, to consummate the disposition of such
         Transfer Restricted Securities, subject to the proviso contained in
         clause (xi) above;

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

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

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





                                      -13-
<PAGE>

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

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

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

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

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





                                      -14-
<PAGE>


7.       REGISTRATION EXPENSES

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

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

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


8.       INDEMNIFICATION

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





                                      -15-
<PAGE>

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

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

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

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

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





                                      -16-
<PAGE>

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






                                      -17-
<PAGE>

         (d) In circumstances in which the indemnity agreement provided for in
the preceding paragraphs of this Section 8 is unavailable or insufficient to
hold harmless an indemnified party in respect of any losses, claims, damages or
liabilities (or actions in respect thereof), each indemnifying party, in order
to provide for just and equitable contribution, shall contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims,
damages or liabilities (or actions in respect thereof) in such proportion as is
appropriate to reflect (i) the relative benefits received by the Company on the
one hand and the Holders from their sale of Transfer Restricted Securities on
the other or (ii) if the allocation provided by the foregoing clause (i) is not
permitted by applicable law, not only such relative benefits but also the
relative fault of the Company on the one hand and the Holders on the other in
connection with the actions, statements or omissions or alleged actions,
statements or omissions that resulted in such losses, claims, damages or
liabilities (or actions in respect thereof). The relative fault of the parties
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company on the
one hand, or the Holders on the other, the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission, and any other equitable considerations appropriate in the
circumstances. The Company and the Holders agree that it would not be equitable
if the amount of such contribution were determined by pro rata or per capita
allocation (even if the Company on the one hand and the Holders on the other
hand were treated as one entity for such purpose) or by any other method of
allocation that does not take into account the equitable considerations referred
to in the first sentence of this paragraph (d). Notwithstanding any other
provision of this paragraph (d), the Holders shall not be obligated to make
contributions hereunder that in the aggregate exceed the dollar amount of
proceeds received by such Holder upon sale of Transfer Restricted Securities
under this Agreement, less the aggregate amount of any damages that the Holders
have otherwise been required to pay by reason of the untrue or alleged untrue
statements, and no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this paragraph (d), each person, if any, who
controls any of the Holders within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act shall have the same rights to contribution
as the Holders, and each director of the Company, each officer of the Company
who signed the Registration Statement and each person, if any, who controls any
of the Company within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act, shall have the same rights to contribution as the
Company.






                                      -18-
<PAGE>

9.       RULE 144A

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


10.      PARTICIPATION IN UNDERWRITTEN REGISTRATIONS

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

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


11.      SELECTION OF UNDERWRITERS

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


12.      MISCELLANEOUS

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

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






                                      -19-
<PAGE>

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

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

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

                  (i)      if to a Holder, at the address set forth on the
         records of the Registrar under the Indenture, with a copy to the
         Registrar under the Indenture; and

                 (ii)      if to the Company:

                           Pegasus Satellite Communications, Inc.
                           225 CityLine Avenue,
                           Suite 200
                           Bala Cynwyd, Pennsylvania  19004

                           Telecopier No.: (610) 934-7121
                           Attention: Scott A. Blank, Esq.

                  With a copy to:

                           Drinker Biddle & Reath LLP
                           One Logan Square
                           18th & Cherry Streets
                           Philadelphia, PA 19103-6996

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







                                      -20-
<PAGE>

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

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

         (f) Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties,
including without limitation and without the need for an express assignment,
subsequent Holders of Transfer Restricted Securities; provided, however, that
this Agreement shall not inure to the benefit of or be binding upon a successor
or assign of a Holder unless and to the extent such successor or assign acquired
Transfer Restricted Securities from such Holder.

         (g) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Delivery of an executed
signature page of this Agreement by facsimile transmission shall be effective as
an in-hand delivery of an original executed counterpart.

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

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

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

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




                                      -21-
<PAGE>



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

                                          PEGASUS SATELLITE COMMUNICATIONS, INC.


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


                                          CIBC WORLD MARKETS CORP.


                                          By:    /s/ Jason Block
                                                 -------------------------------
                                                 Name:  Jason Block
                                                 Title: Managing Director


                                          BEAR, STEARNS & CO. INC.


                                          By:    /s/ James B. Crystal
                                                 -------------------------------
                                                 Name:  James B. Crystal
                                                 Title: Senior Managing Director











                                      -22-