<PAGE>


                                                                    EXHIBIT 4.10

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                     PEGASUS SATELLITE COMMUNICATIONS, INC.

                          11 1/4% SENIOR NOTES DUE 2010


                              ---------------------

                                    INDENTURE

                          Dated as of December 19, 2001

                              ---------------------









                              ---------------------

                 J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION

                                   as Trustee

                              ---------------------


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<PAGE>
                                Table of Contents
<TABLE>
<CAPTION>

                                                                                                              Page
<S>                     <C>                                                                                     <C>

ARTICLE 1.            DEFINITIONS AND INCORPORATION BY REFERENCE.................................................1
         Section 1.01.         Definitions.......................................................................1
         Section 1.02.         Other Definitions................................................................20
         Section 1.03.         Incorporation by Reference of Trust Indenture Act................................20
         Section 1.04.         Rules of Construction............................................................21

ARTICLE 2.            THE NOTES.................................................................................21
         Section 2.01.         Form and Dating..................................................................21
         Section 2.02.         Execution and Authentication.....................................................23
         Section 2.03.         Registrar and Paying Agent.......................................................23
         Section 2.04.         Paying Agent to Hold Money in Trust..............................................24
         Section 2.05.         Holder Lists.....................................................................24
         Section 2.06.         Transfer and Exchange............................................................24
         Section 2.07.         Replacement Notes................................................................37
         Section 2.08.         Outstanding Notes................................................................37
         Section 2.09.         Treasury Notes...................................................................38
         Section 2.10.         Temporary Notes..................................................................38
         Section 2.11.         Cancellation.....................................................................38
         Section 2.12.         Defaulted Interest...............................................................39

ARTICLE 3.            REDEMPTION AND PREPAYMENT.................................................................39
         Section 3.01.         Notices to Trustee...............................................................39
         Section 3.02.         Selection of Notes to Be Redeemed................................................39
         Section 3.03.         Notice of Redemption.............................................................40
         Section 3.04.         Effect of Notice of Redemption...................................................41
         Section 3.05.         Deposit of Redemption or Purchase Price..........................................41
         Section 3.06.         Notes Redeemed or Purchased in Part..............................................41
         Section 3.07.         Optional Redemption..............................................................42
         Section 3.08.         Mandatory Redemption.............................................................42
         Section 3.09.         Offer to Purchase by Application of Excess Proceeds..............................42

ARTICLE 4.            COVENANTS.................................................................................45
         Section 4.01.         Payment of Notes.................................................................45
         Section 4.02.         Maintenance of Office or Agency..................................................45
         Section 4.03.         Reports..........................................................................46
         Section 4.04.         Compliance Certificate...........................................................46
         Section 4.05.         Taxes............................................................................47
         Section 4.06.         Stay, Extension and Usury Laws...................................................47
         Section 4.07.         Restricted Payments..............................................................47
         Section 4.08.         Dividend and Other Payment Restrictions Affecting  Subsidiaries..................50
         Section 4.09.         Incurrence of Indebtedness and Issuance of Preferred  Stock......................51
         Section 4.10.         Asset Sales......................................................................53
</TABLE>

                                       -i-
<PAGE>
                                Table of Contents
                                   (continued)
<TABLE>
<CAPTION>
                                                                                                              Page
<S>                     <C>                                                                                     <C>
         Section 4.11.         Transactions with Affiliates.....................................................54
         Section 4.12.         Liens............................................................................55
         Section 4.13.         Limitation of Certain Subsidiary Indebtedness and  Preferred Stock...............55
         Section 4.14.         Continued Existence..............................................................56
         Section 4.15.         Offer to Repurchase Upon Change of Control.......................................56
         Section 4.16.         Limitation on Issuances and Sales of Capital Stock of  Wholly Owned
                               Restricted Subsidiaries..........................................................57
         Section 4.17.         Limitation on Issuance of Subsidiary Guarantees..................................57
         Section 4.18.         No Amendment of Subordination Provisions.........................................58

ARTICLE 5.            SUCCESSORS................................................................................59
         Section 5.01.         Merger, Consolidation, or Sale of Assets.........................................59
         Section 5.02.         Successor Corporation Substituted................................................59

ARTICLE 6             DEFAULTS AND REMEDIES.....................................................................60
         Section 6.01.         Events of Default. ..............................................................60
         Section 6.02.         Acceleration.....................................................................62
         Section 6.03.         Other Remedies...................................................................63
         Section 6.04.         Waiver of Past Defaults..........................................................63
         Section 6.05.         Control by Majority..............................................................63
         Section 6.06.         Limitation on Suits..............................................................63
         Section 6.07.         Rights of Holders of Notes to Receive Payment....................................64
         Section 6.08.         Collection Suit by Trustee.......................................................64
         Section 6.09.         Trustee May File Proofs of Claim.................................................64
         Section 6.10.         Priorities.......................................................................65
         Section 6.11.         Undertaking for Costs............................................................65

ARTICLE 7.            TRUSTEE...................................................................................66
         Section 7.01.         Duties of Trustee................................................................66
         Section 7.02.         Rights of Trustee................................................................67
         Section 7.03.         Individual Rights of Trustee.....................................................67
         Section 7.04.         Trustee's Disclaimer.............................................................68
         Section 7.05.         Notice of Defaults...............................................................68
         Section 7.06.         Reports by Trustee to Holders of the Notes.......................................68
         Section 7.07.         Compensation and Indemnity.......................................................68
         Section 7.08.         Replacement of Trustee...........................................................69
         Section 7.09.         Successor Trustee by Merger, etc.................................................70
         Section 7.10.         Eligibility; Disqualification....................................................70
         Section 7.11.         Preferential Collection of Claims Against Company................................71

ARTICLE 8.            LEGAL DEFEASANCE AND COVENANT DEFEASANCE..................................................71
         Section 8.01.         Option to Effect Legal Defeasance or Covenant  Defeasance........................71
         Section 8.02.         Legal Defeasance and Discharge...................................................71
</TABLE>


                                       ii
<PAGE>

                                Table of Contents
                                   (continued)
<TABLE>
<CAPTION>
                                                                                                              Page
<S>                     <C>                                                                                     <C>
         Section 8.03.         Covenant Defeasance..............................................................72
         Section 8.04.         Conditions to Legal or Covenant Defeasance.......................................72
         Section 8.05.         Deposited Money and Government Securities to be Held in Trust; Other
                               Miscellaneous Provisions.........................................................74
         Section 8.06.         Repayment to Company.............................................................74
         Section 8.07.         Reinstatement....................................................................75

ARTICLE 9.            AMENDMENT, SUPPLEMENT AND WAIVER..........................................................75
         Section 9.01.         Without Consent of Holders of Notes..............................................75
         Section 9.02.         With Consent of Holders of Notes.................................................76
         Section 9.03.         Compliance with Trust Indenture Act..............................................77
         Section 9.04.         Revocation and Effect of Consents................................................77
         Section 9.05.         Notation on or Exchange of Notes.................................................78
         Section 9.06.         Trustee to Sign Amendments, etc..................................................78

ARTICLE 10.           MISCELLANEOUS.............................................................................78
         Section 10.01.        Trust Indenture Act Controls.....................................................78
         Section 10.02.        Notices..........................................................................78
         Section 10.03.        Communication by Holders of Notes with Other Holders of Notes....................80
         Section 10.04.        Certificate and Opinion as to Conditions Precedent...............................80
         Section 10.05         Statements Required in Certificate or Opinion....................................80
         Section 10.06         Rules by Trustee and Agents......................................................81
         Section 10.07.        No Personal Liability of Directors, Officers,  Employees and Stockholders........81
         Section 10.08.        Governing Law....................................................................81
         Section 10.09.        No Adverse Interpretation of Other Agreements....................................81
         Section 10.10.        Successors.......................................................................81
         Section 10.11.        Severability.....................................................................81
         Section 10.12         Counterpart Originals............................................................82
         Section 10.13.        Table of Contents, Headings, etc.................................................82
</TABLE>

                                      -iii-

<PAGE>

                  INDENTURE dated as of December 19, 2001 between Pegasus
Satellite Communications, Inc., a Delaware corporation (the "Company"), and J.P.
Morgan Trust Company, National Association, a national banking association, as
Trustee (the "Trustee").

                  The Company and the Trustee agree as follows for the benefit
of each other and for the equal and ratable benefit of the Holders of the 11
1/4% Series A Senior Notes due January 15, 2010 (the "Series A Notes") and the11
1/4% Series B Senior Notes due January 15, 2010 (the "Series B Notes" and,
together with the Series A Notes, the "Notes"):


                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE


SECTION 1.01.                       DEFINITIONS.

                  "144A Global Note" means a Global Note in the form of Exhibit
A-1 hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of, and registered in the name of, the Depositary or
its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold in reliance on Rule 144A.

                  "1997 Indenture" means the indenture, dated as of October 21,
1997, between the Company and First Union National Bank, as trustee, governing
the terms of the 1997 Notes.

                  "1997 Notes" means the Company's 95/8% Senior Notes due 2005.

                  "1997 Notes Subsidiary Guarantees" means the guarantees of the
Company's payment obligations under the 1997 Indenture and the 1997 Notes, if
and when executed by the Subsidiaries of the Company pursuant to the provisions
of the 1997 Indenture.

                  "1998 Indenture" means the indenture, dated as of November 30,
1998, between the Company and First Union National Bank, as trustee, governing
the terms of the 1998 Notes.

                  "1998 Notes" means the Company's 9 3/4% Senior Notes due 2006.

                  "1998 Notes Subsidiary Guarantees" means the guarantees of the
Company's payment obligations under the 1998 Indenture and the 1998 Notes, if
and when executed by the Subsidiaries of the Company pursuant to the provisions
of the 1998 Indenture.

                  "1999 Indenture" means the indenture, dated as of November 19,
1999, between the Company and First Union National Bank, as trustee, governing
the terms of the 1999 Notes.

                  "1999 Notes" means the Company's 12 1/2% notes due 2007.


<PAGE>

                  "1999 Notes Subsidiary Guarantees" means the guarantees of the
Company's payment obligations under the 1999 Indenture and the 1999 Notes, if
and when executed by the Subsidiaries of the Company pursuant to the provisions
of the 1999 Indenture.

                  "2001 Senior Indenture" means the indenture, dated as of May
31, 2001, between the Company and First Union National Bank, as trustee,
governing the terms of the 2001 Senior Notes.

                  "2001 Senior Notes" means the Company's 123/8% notes due 2006.

                  "2001 Senior Notes Subsidiary Guarantees" means the guarantees
of the Company's payment obligations under the 2001 Senior Indenture and the
2001 Senior Notes, if and when executed by the Subsidiaries of the Company
pursuant to the provisions of the 2001 Senior Indenture.

                  "2001 Senior Subordinated Indenture" means the indenture,
dated as of May 31, 2001, between the Company and First Union National Bank, as
trustee, governing the terms of the 2001 Senior Subordinated Notes.

                  "2001 Senior Subordinated Notes" means the Company's 13 1/2%
notes due 2007.

                  "2001 Senior Subordinated Notes Subsidiary Guarantees" means
the guarantees of the Company's payment obligations under the 2001 Senior
Subordinated Indenture and the 2001 Senior Subordinated Notes, if and when
executed by the Subsidiaries of the Company pursuant to the provisions of the
2001 Senior Subordinated Indenture.

                  "Acquired Debt" means, with respect to any specified Person,
(i) Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a Subsidiary of such specified Person, including,
without limitation, Indebtedness incurred in connection with, or in
contemplation of, such other Person merging with or into or becoming a
Subsidiary of such specified Person and (ii) Indebtedness secured by a Lien
encumbering any assets acquired by such specified Person.

                  "Adjusted Operating Cash Flow" means, for the four most recent
fiscal quarters for which internal financial statements are available, Operating
Cash Flow of such Person and its Restricted Subsidiaries less DBS Cash Flow for
the most recent four-quarter period plus DBS Cash Flow for the most recent
quarterly period, multiplied by four.

                  "Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition,
"control" (including, with correlative meanings, the terms "controlling,"
"controlled by" and "under common control with"), as used with respect to any
Person, shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of such Person,
whether through the ownership of voting securities, by agreement or otherwise;
provided, however, that beneficial ownership of 10% or more of the voting
securities of a Person shall be deemed to be control.


                                      -2-
<PAGE>

                  "Agent" means any Registrar, Paying Agent or co-Registrar.

                  "Applicable Procedures" means, with respect to any transfer or
exchange of or for beneficial interests in any Global Note, the rules and
procedures of the Depositary, Euroclear and Clearstream that apply to such
transfer or exchange.

                  "Asset Sale" means (i) the sale, lease, conveyance or other
disposition of any assets (including, without limitation, by way of a sale and
leaseback) other than in the ordinary course of business consistent with past
practices (provided that the sale, lease, conveyance or other disposition of all
or substantially all of the assets of the Company and its Subsidiaries taken as
a whole will be governed by the provisions described in Section 4.15 hereof
and/or the provisions described in Section 5.01 hereof and not by the provisions
of Section 4.10 hereof and (ii) the issue or sale by the Company or any of its
Restricted Subsidiaries of Equity Interests of any of the Company's Restricted
Subsidiaries, in the case of either clause (i) or (ii), whether in a single
transaction or a series of related transactions (a) that have a fair market
value in excess of $1.0 million or (b) for net proceeds in excess of $1.0
million. Notwithstanding the foregoing, the following transactions will not be
deemed to be Asset Sales: (i) a transfer of assets by the Company to a Wholly
Owned Restricted Subsidiary of the Company or by a Wholly Owned Restricted
Subsidiary of the Company to the Company or to another Wholly Owned Restricted
Subsidiary of the Company, (ii) an issuance of Equity Interests by a Wholly
Owned Restricted Subsidiary of the Company to the Company or to another Wholly
Owned Restricted Subsidiary of the Company and (iii) a Restricted Payment that
is permitted by the provisions of Section 4.07 hereof.

                   "Asset Swap" means an exchange of assets by the Company or a
Restricted Subsidiary of the Company for (i) one or more Permitted Businesses,
(ii) a controlling equity interest in any Person whose assets consist primarily
of one or more Permitted Businesses and/or (iii) long-term assets that are used
in a Permitted Business in a like-kind exchange pursuant to Section 1031 of the
Code or any similar or successor provision of the Code.

                   "Bank Facilities" means, with respect to the Company or any
of its Restricted Subsidiaries, one or more debt facilities or commercial paper
facilities with banks or other institutional lenders providing for revolving
credit loans, term loans, receivables financing (including through the sale of
receivables to such lenders or to special purpose entities formed to borrow from
such lenders against such receivables) or letters of credit, in each case, as
amended, restated, modified, renewed, refunded, replaced or refinanced in whole
or in part from time to time.

                  "Bankruptcy Law" means Title 11, U.S. Code or any similar
federal or state law for the relief of debtors.

                  "Board" or "Board of Directors" means the Board of Directors
of the Company or any authorized committee of the Board of Directors.

                  "Business Day" means any day other than a Legal Holiday.

                                      -3-
<PAGE>

                  "Capital Lease Obligation" means, at the time any
determination thereof is to be made, the amount of the liability in respect of a
capital lease that would at such time be required to be capitalized on a balance
sheet in accordance with GAAP.

                  "Capital Stock" means (i) in the case of a corporation,
corporate stock, (ii) in the case of an association or business entity, any and
all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock, (iii) in the case of a partnership or limited
liability company, partnership or membership interests (whether general or
limited) and (iv) any other interest or participation that confers on a Person
the right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person.

                  "Cash Equivalents" means (i) United States dollars, (ii)
securities issued or directly and fully guaranteed or insured by the full faith
and credit of the United States government or any agency or instrumentality
thereof having maturities of not more than six months from the date of
acquisition, (iii) certificates of deposit and eurodollar time deposits with
maturities of six months or less from the date of acquisition, bankers'
acceptances with maturities not exceeding six months and overnight bank
deposits, in each case with any domestic commercial bank having capital and
surplus in excess of $500.0 million and a Thompson Bank Watch Rating of "B" or
better, (iv) repurchase obligations with a term of not more than seven days or
on demand for underlying securities of the types described in clauses (ii) and
(iii) above entered into with any financial institution meeting the
qualifications specified in clause (iii) above, (v) commercial paper having the
highest rating at acquisition obtainable from either Moody's Investors Service,
Inc. or Standard & Poor's Ratings Service, a division of The McGraw-Hill
Companies, Inc. and, in each case, maturing within six months after the date of
acquisition and (vi) money market funds at least 95% of the assets of which
constitute Cash Equivalents of the kinds described in clauses (i) through (v) of
this definition.

                  "Certificate of Designation" means, as the context may
require, the Certificate of Designation, Preferences and Relative,
Participating, Optional and Other Special Rights of Preferred Stock and
Qualifications, Limitations and Restrictions Thereof of 12 3/4% Series A
Cumulative Exchangeable Preferred Stock of Pegasus Satellite Communications,
Inc., or the Certificate of Designation, Preferences and Relative,
Participating, Optional and Other Special Rights of Preferred Stock and
Qualifications, Limitations and Restrictions Thereof of 12 3/4% Series B
Cumulative Exchangeable Preferred Stock of Pegasus Satellite Communications,
Inc.

                  "Change of Control" means the occurrence of any of the
following: (i) the sale, lease, transfer, conveyance or other disposition (other
than by way of merger or consolidation), in one or a series of related
transactions, of all or substantially all of the assets of the Company and its
Restricted Subsidiaries taken as a whole to any "person" (as such term is used
in Section 13(d)(3) of the Exchange Act) other than the Principal or his Related
Parties; (ii) the adoption of a plan relating to the liquidation or dissolution
of the Company; (iii) the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that (A) any
"person" (as defined above) becomes the "beneficial owner" (as such term is
defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that a
person shall be deemed to have "beneficial ownership" of all securities that
such person has the right to acquire, whether such right is exercisable
immediately or only after the passage of time, upon the happening of an event or


                                      -4-
<PAGE>

otherwise), directly or indirectly, of more of the Voting Stock of the Parent
(measured by voting power rather than number of shares) than is at the time
beneficially owned (as defined above) by the Principal and his Related Parties
in the aggregate, (B) the Principal and his Related Parties collectively cease
to beneficially own (as defined above) Voting Stock of the Parent having at
least 30% of the combined voting power of all classes of Voting Stock of the
Parent then outstanding, (C) the Principal and his Affiliates acquire, in the
aggregate, beneficial ownership (as defined above) of more than 66 2/3% of the
shares of Class A Common Stock at the time outstanding, or (D) the Company
ceases to be a Subsidiary of the Parent (except in the case in which the Company
becomes the "Parent" as provided in the definition of that term; or (iv) the
first day on which a majority of the members of the Board of Directors of the
Company are not Continuing Directors.

                  "Class A Common Stock" means the Parent's Class A Common
Stock, par value $.01 per share.

                  "Clearstream" means Clearstream Banking societe anonyme.

                  "Closing Date" means the original date of issuance of the
Notes.

                  "Code" means the Internal Revenue Code of 1986, as amended.

                  "Company" means Pegasus Satellite Communications, Inc., a
Delaware corporation and any and all successors thereto.

                  "Consolidated Net Income" means, with respect to any Person
for any period, the aggregate of the Net Income of such Person and its
Restricted Subsidiaries for such period, on a consolidated basis, determined in
accordance with GAAP; provided that (i) the Net Income (but not loss) of any
Person that is not a Subsidiary or that is accounted for by the equity method of
accounting shall be included only to the extent of the amount of dividends or
distributions paid in cash to the referent Person or a Wholly Owned Restricted
Subsidiary thereof, (ii) the Net Income of any Person acquired in a pooling of
interests transaction for any period prior to the date of such acquisition shall
be excluded, (iii) the cumulative effect of a change in accounting principles
shall be excluded and (iv) the Net Income of any Unrestricted Subsidiary shall
be excluded, whether or not distributed to the Company or one of its
Subsidiaries.

                  "Continuing Directors" means, as of any date of determination,
any member of the Board of Directors of the Company who (i) was a member of such
Board of Directors on the Closing Date or (ii) was nominated for election or
elected to such Board of Directors with the approval of a majority of the
Continuing Directors who were members of such Board at the time of such
nomination or election.

                  "Corporate Trust Office of the Trustee" shall be at the
address of the Trustee specified in Section 10.02 hereof and such other address
as to which the Trustee may give notice to the Company.

                                      -5-
<PAGE>

                  "Cumulative Operating Cash Flow" means, as of any date of
determination, Operating Cash Flow for the Company and its Restricted
Subsidiaries for the period (taken as one accounting period) from the beginning
of the first full month commencing after November 30, 1998 to the end of the
most recently ended fiscal quarter for which internal financial statements are
available at such date of determination, plus all cash dividends received by the
Company or a Wholly Owned Restricted Subsidiary of the Company from any
Unrestricted Subsidiary of the Company or Wholly Owned Restricted Subsidiary of
the Company to the extent that such dividends are not included in the
calculation of permitted Restricted Payments under paragraph (C) of Section 4.07
(a) by virtue of clause (iii) of such paragraph.

                  "Cumulative Total Interest Expense" means, with respect to the
Company and its Restricted Subsidiaries, as of any date of determination, Total
Interest Expense for the period (taken as one accounting period) from the
beginning of the first full fiscal month commencing after November 30, 1998 to
the end of the most recently ended fiscal quarter for which internal financial
statements are available at such date of determination.

                  "Custodian" means the Trustee, as custodian with respect to
the Notes in global form, or any successor entity thereto.

                  "DBS Cash Flow" means income from operations (before
depreciation, amortization and Non-Cash Incentive Compensation to the extent
deducted in arriving at income from operations) for the Satellite Segment
determined on a basis consistent with the segment data contained in the
Company's consolidated audited financial statements.

                  "Default" means any event that is or with the passage of time
or the giving of notice or both would be an Event of Default.

                  "Definitive Note" means a certificated Note registered in the
name of the Holder thereof and issued in accordance with Section 2.06 hereof, in
the form of Exhibit A hereto except that such Note shall not bear the Global
Note Legend and shall not have the "Schedule of Exchanges of Interests in the
Global Note" attached thereto.

                  "Depositary" means, with respect to the Notes issuable or
issued in whole or in part in global form, the Person specified in Section 2.03
hereof as the Depositary with respect to the Notes, and any and all successors
thereto appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

                  "Disqualified Stock" means any Capital Stock that, by its
terms (or by the terms of any security into which it is convertible or for which
it is exchangeable), or upon the happening of any event, matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
redeemable at the option of the Holder thereof, in whole or in part, on or prior
to the date that is 91 days after the date on which the Notes mature unless, in
any such case, the issuer's obligation to pay, purchase or redeem such Capital
Stock is expressly conditioned on its ability to do so in compliance with the
provisions in Section 4.07 hereof, except that the Series A Preferred Stock and
Series B Preferred Stock shall not be deemed to be Disqualified Stock.


                                      -6-
<PAGE>

                  "Eligible Indebtedness" means any Indebtedness other than (i)
Indebtedness in the form of, or represented by, bonds or other securities or any
guarantee thereof and (ii) Indebtedness which is, or may be, quoted, listed or
ordinarily purchased and sold on any stock exchange, automated trading system or
over-the-counter or other securities market (including, without prejudice to the
generality of the foregoing, the market for securities eligible for resale
pursuant to Rule 144A under the Securities Act).

                  "Equity Interests" means Capital Stock and all warrants,
options or other rights to acquire Capital Stock (but excluding any debt
security that is convertible into, or exchangeable for, Capital Stock).

                  "Euroclear" means Euroclear Bank S.A/N.V., as operator of the
Euroclear system.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

                  "Exchange Offer" has the meaning set forth in the Registration
Rights Agreement.

                  "Exchange Offer Registration Statement" has the meaning set
forth in the Registration Rights Agreement.

                  "Existing Indebtedness" means all Indebtedness of the Company
and its Subsidiaries (other than Indebtedness under the PM&C Credit Facility) in
existence on the Closing Date, until such amounts are repaid.

                  "Fair market value" means, with respect to assets or aggregate
net proceeds having a fair market value (a) of less than $25.0 million, the fair
market value of such assets or proceeds determined in good faith by the Board of
Directors of the Company (including a majority of the Independent Directors
thereof) and evidenced by a board resolution and (b) equal to or in excess of
$25.0 million, the fair market value of such assets or proceeds as determined by
an investment banking firm of national standing; provided that the fair market
value of the assets purchased in an arm's-length transaction by an Affiliate of
the Company (other than a Subsidiary) from a third party that is not also an
Affiliate of the Company or such purchaser and contributed to the Company within
five Business Days of the consummation of the acquisition of such assets by such
Affiliate shall be deemed to be the aggregate consideration paid by such
Affiliate (which may include the fair market value of any non-cash consideration
to the extent that the valuation requirements of this definition are complied
with as to any such non-cash consideration).

                  "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as have been approved by a significant segment
of the accounting profession, which are in effect on the Closing Date.


                                      -7-
<PAGE>

                  "Global Notes" means, individually and collectively, each of
the Restricted Global Notes and the Unrestricted Global Notes, in the form of
Exhibit A hereto issued in accordance with Sections 2.01, 2.06(b)(iv),
2.06(d)(ii) or 2.06(f) hereof.

                  "Global Note Legend" means the legend which is required to be
placed on all Global Notes issued under this Indenture.

                  "Government Securities" means direct obligations of, or
obligations guaranteed by, the United States of America, and the payment for
which the United States pledges its full faith and credit.

                  "guarantee" means a guarantee (other than by endorsement of
negotiable instruments for collection in the ordinary course of business),
direct or indirect, in any manner (including, without limitation, co-borrowing
arrangements, letters of credit and reimbursement agreements in respect
thereof), of all or any part of any Indebtedness.

                  "Hedging Obligations" means, with respect to any Person, the
obligations of such Person under (i) interest rate swap agreements, interest
rate cap agreements and interest rate collar agreements and (ii) other
agreements or arrangements designed to protect such Person against fluctuations
in interest rates.

                  "Holder" means a Person in whose name a Note is registered.

                  "IAI Global Note" means the Global Note in the form of Exhibit
A hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of and registered in the name of the Depositary or
its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold to Institutional Accredited Investors.

                  "Indebtedness" means, with respect to any Person, any
indebtedness of such Person, whether or not contingent, in respect of borrowed
money or evidenced by bonds, notes, debentures or similar instruments or letters
of credit (or reimbursement agreements in respect thereof) or banker's
acceptances or representing any Capital Lease Obligations or the balance
deferred and unpaid of the purchase price of any property or representing any
Hedging Obligations, except any such balance that constitutes an accrued expense
or trade payable, if and to the extent any of the foregoing indebtedness (other
than letters of credit and Hedging Obligations) would appear as a liability upon
a balance sheet of such Person prepared in accordance with GAAP, as well as all
indebtedness of others secured by a Lien on any asset of such Person (whether or
not such indebtedness is assumed by such Person) and, to the extent not
otherwise included, the guarantee by such Person of any indebtedness of any
other Person. The amount of Indebtedness of any Person at any date shall be the
outstanding balance at such date of all unconditional obligations as described
above and the maximum liability, upon the occurrence of the contingency giving
rise to the obligation, of any contingent obligations at such date; provided
that the amount outstanding at any time of any Indebtedness issued with original
issue discount is the full amount of such Indebtedness less the remaining
unamortized portion of the original issue discount of such Indebtedness at such
time as determined in conformity with GAAP. The amount of Indebtedness
outstanding as of any date shall not include interest thereon unless it is more
than 30 days past due.


                                      -8-
<PAGE>

                  "Indebtedness to Adjusted Operating Cash Flow Ratio" means, as
of any date of determination, the ratio of (a) the aggregate principal amount of
all outstanding Indebtedness of a Person and its Restricted Subsidiaries as of
such date on a consolidated basis, plus the aggregate liquidation preference of
all outstanding preferred stock of the Restricted Subsidiaries of such Person as
of such date (excluding Qualified Subsidiary Stock and any such preferred stock
held by such Person or a Wholly Owned Restricted Subsidiary of such Person),
plus the aggregate liquidation preference or redemption amount of all
Disqualified Stock of such Person (excluding any Disqualified Stock held by such
Person or a Wholly Owned Restricted Subsidiary of such Person) as of such date
to (b) Adjusted Operating Cash Flow of such Person and its Restricted
Subsidiaries for the most recent four-quarter period for which internal
financial statements are available determined on a pro forma basis after giving
effect to all acquisitions and dispositions of assets (notwithstanding clause
(iii) of the definition of "Consolidated Net Income") (including, without
limitation, Asset Swaps) made by such Person and its Restricted Subsidiaries
since the beginning of such four-quarter period through such date as if such
acquisitions and dispositions had occurred at the beginning of such four-quarter
period.

                  "Indenture" means this Indenture, as amended or supplemented
from time to time.

                  "Indirect Participant" means a Person who holds a beneficial
interest in a Global Note through a Participant.

                  "Independent Director" means a member of the Board of
Directors who is neither an officer nor an employee of the Company or any of its
Affiliates.

                  "Initial Purchasers" means CIBC World Markets Corp. and Bear,
Stearns & Co. Inc.

                  "Investments" means, with respect to any Person, all
investments by such Person in other Persons (including Affiliates) in the forms
of direct or indirect loans (including guarantees of Indebtedness or other
obligations), advances or capital contributions (excluding commission, travel
and similar advances to officers and employees made in the ordinary course of
business), purchases or other acquisitions for consideration of Indebtedness,
Equity Interests or other securities and all other items that are or would be
classified as investments on a balance sheet prepared in accordance with GAAP;
provided that an acquisition of assets, Equity Interests or other securities by
the Company for consideration consisting of common equity securities, or
preferred stock which is not Disqualified Stock, of the Company shall not be
deemed to be an Investment.

                  "Legal Holiday" means a Saturday, a Sunday or a day on which
banking institutions in the City of New York or at a place of payment are
authorized by law, regulation or executive order to remain closed. If a payment
date is a Legal Holiday at a place of payment, payment may be made at that place
on the next succeeding day that is not a Legal Holiday, and no interest shall
accrue on such payment for the intervening period.


                                      -9-
<PAGE>

                  "Letter of Transmittal" means the letter of transmittal to be
prepared by the Company and sent to all Holders of Notes for use by such Holders
in connection with the Exchange Offer.

                  "Lien" means, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of such
asset, whether or not filed, recorded or otherwise perfected under applicable
law (including any conditional sale or other title retention agreement, any
lease in the nature thereof, any option or other agreement to sell or give a
security interest in and any filing of or agreement to give any financing
statement under the Uniform Commercial Code (or equivalent statutes) of any
jurisdiction).

                  "Liquidated Damages" means all liquidated damages then owing
pursuant to Section 5 of the Registration Rights Agreement.

                  "Net Income" means, with respect to any Person, the net income
(loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding, however, (i) any
gain (but not loss), together with any related provision for taxes on such gain
(but not loss), realized in connection with (a) any Asset Sale (including,
without limitation, dispositions pursuant to sale and leaseback transactions) or
(b) the disposition of any securities by such Person or any of its Restricted
Subsidiaries or the extinguishment of any Indebtedness of such Person or any of
its Restricted Subsidiaries, and (ii) any extraordinary or nonrecurring gain
(but not loss), together with any related provision for taxes on such
extraordinary or nonrecurring gain (but not loss).

                  "Net Proceeds" means the aggregate cash proceeds received by
the Company or any of its Restricted Subsidiaries in respect of any Asset Sale
(including, without limitation, any cash received upon the sale or other
disposition of any non-cash consideration received in any Asset Sale), net of
the direct costs relating to such Asset Sale (including, without limitation,
legal, accounting, investment banking fees, and sales commissions) and any
relocation expenses incurred as a result thereof, taxes paid or payable as a
result thereof (after taking into account any available tax credits or
deductions and any tax sharing arrangements), amounts required to be applied to
the repayment of Indebtedness in connection with such Asset Sale and any reserve
for adjustment in respect of the sale price of such asset or assets established
in accordance with GAAP.

                   "Non-Cash Incentive Compensation" means incentive
compensation paid to any officer of the Company or any of its Subsidiaries in
the form of Class A Common Stock of the Parent or options to purchase Class A
Common Stock of the Parent pursuant to the Pegasus Restricted Stock Plan and the
Pegasus 1996 Stock Option Plan.

                  "Non-Recourse Debt" means Indebtedness (i) as to which neither
the Company nor any of its Restricted Subsidiaries (a) provides credit support
of any kind (including any undertaking, agreement or instrument that would
constitute Indebtedness), (b) is directly or indirectly liable (as a guarantor
or otherwise) or (c) constitutes the lender; and (ii) no default with respect to
which (including any rights that the holders thereof may have to take
enforcement action against an Unrestricted Subsidiary) would permit (upon
notice, lapse of time or both) any holder of any other Indebtedness of the
Company or any of its Restricted Subsidiaries to declare a default on such other
Indebtedness or cause the payment thereof to be accelerated or payable prior to
its stated maturity; and (iii) as to which the lenders have been notified in
writing that they will not have any recourse to the stock or assets of the
Company or any of its Restricted Subsidiaries.

                                      -10-
<PAGE>

                  "Non-U.S. Person" means a Person who is not a U.S. Person.

                  "Notes" has the meaning assigned to it in the preamble to this
Indenture.

                  "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

                  "Offering" means the offering of the Notes by the Company.

                  "Officer" means, with respect to any Person, the Chairman of
the Board, the Chief Executive Officer, the President, the Chief Operating
Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer,
the Controller, the Secretary, any Assistant Secretary, any Vice-President or
any Assistant Vice-President of such Person.

                  "Officers' Certificate" means a certificate signed on behalf
of the Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements of
Section 10.05 hereof.

                  "Operating Cash Flow" means, with respect to any Person for
any period, the Consolidated Net Income of such Person for such period, (A) plus
(i) extraordinary net losses and net losses on sales of assets outside the
ordinary course of business during such period, to the extent such losses were
deducted in computing such Consolidated Net Income, plus (ii) provision for
taxes based on income or profits, to the extent such provision for taxes was
included in computing such Consolidated Net Income, and any provision for taxes
utilized in computing the net losses under clause (i) hereof, plus (iii)
consolidated interest expense of such Person and its Subsidiaries for such
period, whether paid or accrued and whether or not capitalized (including,
without limitation, amortization of original issue discount, non-cash interest
payments, the interest component of any deferred payment obligations, the
interest component of all payments associated with Capital Lease Obligations,
commissions, discounts and other fees and charges incurred in respect of letter
of credit or bankers' acceptance financings, and net payments (if any) pursuant
to Hedging Obligations), to the extent that any such expense was deducted in
computing such Consolidated Net Income, plus (iv) depreciation, amortization
(including amortization of goodwill and other intangibles but excluding
amortization of prepaid cash expenses that were paid in a prior period) and
other non-cash charges (excluding any such non-cash charge to the extent that it
represents an accrual of or reserve for cash charges in any future period or
amortization of a prepaid cash expense that was paid in a prior period) of such
Person and its Subsidiaries for such period to the extent that such
depreciation, amortization and other non-cash charges were deducted in computing
such Consolidated Net Income, plus (v) Non-Cash Incentive Compensation to the
extent such compensation expense was deducted in computing such Consolidated Net
Income and to the extent not included in clause (iv) of this definition and (B)
less all non-cash income for such period (excluding any such non-cash income to
the extent it represents an accrual of cash income in any future period or
amortization of cash income received in a prior period).

                                      -11-
<PAGE>

                  "Opinion of Counsel" means an opinion from legal counsel who
is not unsatisfactory to the Trustee, that meets the requirements of Section
10.05 hereof. The counsel may be an employee of or counsel to the Company, any
Subsidiary of the Company or the Trustee.

                  "Parent" means Pegasus Communications Corporation, a Delaware
corporation; but if another corporation or other entity becomes the owner,
directly or indirectly, of all of the common stock of Pegasus Communications
Corporation, "Parent" means that corporation or entity; and if the Company
ceases to be a Subsidiary of Pegasus Communications Corporation (or any other
entity constituting the "Parent" at the relevant time), "Parent" means the
Company.

                  "Pari Passu Debt" means senior Indebtedness of the Company or
any Subsidiary Guarantor permitted by Section 4.09 hereof, which is pari passu
in right of payment with the Notes or any Subsidiary Guarantee.

                  "Participant" means, with respect to the Depositary, Euroclear
or Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to The Depository Trust Company,
shall include Euroclear and Clearstream).

                  "Participating Broker-Dealer" has the meaning set forth in the
Registration Rights Agreement.

                  "Pegasus 1996 Stock Option Plan" means the Pegasus
Communications 1996 Stock Option Plan, approved by the Company's stockholders
and adopted by the Company in September 1996.

                  "Pegasus Restricted Stock Plan" means the Pegasus Restricted
Stock Plan, approved by the Company's stockholders and adopted by the Company in
September 1996.

                  "Permitted Businesses" means (i) any media or communications
business, including but not limited to, any broadcast television station, cable
franchise or other business in the television broadcasting, cable or
direct-to-home satellite television industries and (ii) any business reasonably
related or ancillary to any of the foregoing businesses.

                  "Permitted Investments" means (a) any Investments in the
Company or in a Wholly Owned Restricted Subsidiary of the Company; (b) any
Investments in Cash Equivalents; (c) Investments by the Company or any
Restricted Subsidiary of the Company in a Person, if as a result of such
Investment (i) such Person becomes a Wholly Owned Restricted Subsidiary of the
Company or (ii) such Person is merged, consolidated or amalgamated with or into,
or transfers or conveys substantially all of its assets to, or is liquidated
into, the Company or a Wholly Owned Restricted Subsidiary of the Company; (d)
Investments made as a result of the receipt of non-cash consideration from an
Asset Sale that was made pursuant to and in compliance with Section 4.10 hereof;
and (e) other Investments made since the date of this Indenture (measured as of
the time made and without giving effect to subsequent changes in value) that do
not exceed an amount equal to $15.0 million plus, to the extent any such
Investments are sold for cash or are otherwise liquidated or repaid for cash,
any gains less any losses realized on the disposition of such Investments.

                                      -12-
<PAGE>

                  "Permitted Liens" means (i) Liens securing term loans,
revolving borrowings, letters of credit or other Obligations under any Bank
Facility; (ii) Liens securing Eligible Indebtedness of a Subsidiary that was
permitted to be incurred under this Indenture; (iii) Liens on property of a
Person existing at the time such Person is merged into or consolidated with the
Company or any Restricted Subsidiary of the Company; provided that such Liens
were not created in contemplation of such merger or consolidation and do not
extend to any assets other than those of the Person merged into or consolidated
with the Company or any Restricted Subsidiary of the Company; (iv) Liens on
property existing at the time of acquisition thereof by the Company or any
Restricted Subsidiary of the Company; provided that such Liens were not created
in contemplation of such acquisition; (v) Liens to secure the performance of
statutory obligations, surety or appeal bonds, performance bonds or other
obligations of a like nature incurred in the ordinary course of business; (vi)
Liens existing on the Closing Date; (vii) Liens to secure Indebtedness
represented by Capital Lease Obligations, mortgage financings or purchase money
obligations permitted by clause (vii) of Section 4.09(b) hereof, covering only
the assets acquired with such Indebtedness; (viii) Liens for taxes, assessments
or governmental charges or claims that are not yet delinquent or that are being
contested in good faith by appropriate proceedings promptly instituted and
diligently concluded; provided that any reserve or other appropriate provision
as shall be required in conformity with GAAP shall have been made therefor; (ix)
Liens incurred in the ordinary course of business of the Company or any
Restricted Subsidiary of the Company with respect to obligations that do not
exceed $1.5 million at any one time outstanding; (x) Liens on deposits or Cash
Equivalents made pursuant to legally binding agreements or non-binding letters
of intent to acquire assets (or the Capital Stock of Persons owning such
assets), in an amount not to exceed 10% of the purchase price of such assets or
Capital Stock; provided that the assets to be acquired (or the Capital Stock of
Persons owning such assets) will be owned by the Company or a Restricted
Subsidiary of the Company upon consummation of the contemplated acquisition;
(xi) Liens encumbering deposits or Cash Equivalents made to secure obligations
of the Company to repurchase Capital Stock of the Company pledged to secure
obligations of employees of the Company in an aggregate amount not to exceed
$5.0 million at any time outstanding; and (xii) Liens on assets of or Equity
Interests in Unrestricted Subsidiaries that secure Non-Recourse Debt of
Unrestricted Subsidiaries.

                  "Permitted Refinancing Debt" means any Indebtedness of the
Company or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of its Restricted Subsidiaries;
provided that (i) the principal amount of (or accreted value, if applicable)
such Permitted Refinancing Debt does not exceed the principal amount of (or
accreted value, if applicable), plus accrued interest on, the Indebtedness so
extended, refinanced, renewed, replaced, defeased or refunded (plus (a) the
amount of reasonable expenses incurred in connection therewith and (b) the


                                      -13-
<PAGE>

amount of any premium required to be paid in connection with such refinancing
pursuant to the terms of such refinancing or deemed by the Company or such
Restricted Subsidiary necessary to be paid in order to effectuate such
refinancing); (ii) such Permitted Refinancing Debt has a final maturity date not
earlier than the final maturity date of, and has a Weighted Average Life to
Maturity equal to or greater than the Weighted Average Life to Maturity of, the
Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded; (iii) if the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded is subordinated in right of payment to the Notes,
such Permitted Refinancing Debt has a final maturity date later than the final
maturity date of the Notes, and is subordinated in right of payment to the Notes
on terms at least as favorable to the Holders of Notes as those contained in the
documentation governing the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded; (iv) such Indebtedness is incurred either by the
Company or by the Restricted Subsidiary who is the obligor on the Indebtedness
being extended, refinanced, renewed, replaced, defeased or refunded; and (v) if
such Permitted Refinancing Debt is incurred by a Restricted Subsidiary that is
not a Subsidiary Guarantor, such Permitted Refinancing Debt constitutes Eligible
Indebtedness.

                  "Person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization or
government or agency or political subdivision thereof (including any subdivision
or ongoing business of any such entity or substantially all of the assets of any
such entity, subdivision or business).

                  "PM&C" means Pegasus Media & Communications, Inc., a Delaware
corporation and a direct Subsidiary of the Company.

                  "PM&C Credit Facility" means the Amended and Restated Credit
Agreement, dated as of January 14, 2000, by and among PM&C, the several lenders
from time to time party thereto and Bankers Trust Company, as agent for such
lenders, as amended through the Closing Date.

                  "Principal" means Marshall W. Pagon.

                  "Private Placement Legend" means the legend set forth in
Section 2.06(g)(i) to be placed on all Notes issued under this Indenture except
where otherwise permitted by the provisions of this Indenture.

                  "QIB" means a "qualified institutional buyer" as defined in
Rule 144A.

                  "Qualified Subsidiary Stock" means Capital Stock of a
Subsidiary of the Company which by its terms (a) does not mature, or is not
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, and
is not redeemable at the option of the Holder thereof, in whole or in part,
prior to January 15, 2011 (in each case, whether automatically or upon the
happening of any event) (unless, in any such case, the issuer's obligation to
pay, purchase or redeem such Capital Stock is expressly conditioned on its
ability to do so in compliance with Section 4.07 hereof), (b) is automatically
exchangeable into shares of Capital Stock of the Company or its parent company
that is not Disqualified Stock upon the earlier to occur of (i) the occurrence
of an Event of Default and (ii) January 15, 2009, (c) has no voting or remedial
rights and (d) does not permit the payment of cash dividends prior to January
15, 2010 (unless, in the case of this clause (d), the issuer's ability to pay
cash dividends is expressly conditioned on its ability to do so in compliance
with Section 4.07 hereof).


                                      -14-
<PAGE>

                  "Registration Rights Agreement" means the Registration Rights
Agreement, dated December 19, 2001, between the Company and the Initial
Purchasers, as such agreement may be amended, modified or supplemented from time
to time.

                  "Regulation S" means Regulation S promulgated under the
Securities Act.

                  "Regulation S Global Note" means a Global Note in the form of
Exhibit A-2 hereto bearing the Global Note Legend and the Private Placement
Legend and deposited with or on behalf of the Depositary and registered in the
name of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Notes initially sold in reliance on Rule 903
of Regulation S.

                  "Regulation S Temporary Global Note" means a temporary Global
Note in the form of Exhibit A-2 hereto bearing the Global Note Legend and the
Private Placement Legend and deposited with or on behalf of and registered in
the name of the Depository or its nominee, issued in a denomination equal to the
aggregate outstanding principal amount of the Notes initially sold in reliance
on Rule 903 of Regulation S prior to the expiration of the Restricted Period.

                  "Related Party" with respect to the Principal means (A) any
immediate family member of the Principal or (B) any trust, corporation,
partnership or other entity, more than 50% of the voting equity interests of
which are owned directly or indirectly by, and which is controlled by, the
Principal and/or such other Persons referred to in the immediately preceding
clause (A). For purposes of this definition, (i) "immediate family member" means
spouse, parent, step-parent, child, sibling or step-sibling and (ii) "control"
has the meaning specified in the definition of "Affiliate" contained herein. In
addition, the Principal's estate shall be deemed to be a Related Party until
such time as such estate is distributed in accordance with the Principal's will
or applicable state law.

                  "Responsible Officer" when used with respect to the Trustee,
means any officer within the Institutional Trust Services department of the
Trustee (or any successor group of the Trustee) or any other officer of the
Trustee customarily performing functions similar to those performed by any of
the above designated officers and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.

                  "Restricted Definitive Note" means a Definitive Note bearing
the Private Placement Legend.

                  "Restricted Global Note" means a Global Note bearing the
Private Placement Legend.

                                      -15-
<PAGE>

                  "Restricted Investment" means any Investment other than a
Permitted Investment.

                  "Restricted Period" means the 40-day restricted period as
defined in Regulation S.

                  "Restricted Subsidiary" of a Person means any Subsidiary of
the referent Person that is not an Unrestricted Subsidiary.

                  "Rule 144" means Rule 144 promulgated under the Securities
Act.

                  "Rule 144A" means Rule 144A promulgated under the Securities
Act.

                  "Rule 903" means Rule 903 promulgated under the Securities
Act.

                  "Rule 904" means Rule 904 promulgated under the Securities
Act.

                  "SEC" means the Securities and Exchange Commission.

                  "Satellite Segment" means the business involved in the
marketing of video and audio programming and data information services through
transmission media consisting of space-based satellite broadcasting services,
the assets related to the conduct of such business held by the Company and its
Restricted Subsidiaries on the Closing Date, plus all other assets acquired by
the Company or any of its Restricted Subsidiaries that are directly related to
such business (excluding, without limitation, the terrestrial television
broadcasting business and the assets related thereto and the cable television
business and the assets related thereto); provided that any assets acquired by
the Company or any of its Restricted Subsidiaries after the Closing Date that
are not directly related to such business shall not be included for purposes of
this definition.

                  "Securities Act" means the Securities Act of 1933, as amended.

                  "Series A Preferred Stock" means the Company's 12 3/4% Series
A Cumulative Exchangeable Preferred Stock.

                  "Series B Preferred Stock" means the Company's 12 3/4% Series
B Cumulative Exchangeable Preferred Stock.

                  "Series A Notes" has the meaning assigned to it in the
preamble to this Indenture.

                  "Series B Notes" has the meaning assigned to it in the
preamble to this Indenture.

                  "Shelf Registration Statement" means the Shelf Registration
Statement as defined in the Registration Rights Agreement.

                  "Significant Subsidiary" means any Subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the date of this Indenture.

                                      -16-
<PAGE>
                  "Split Dollar Agreement" means the Split Dollar Agreement
between the Company and Nicholas A. Pagon, Holly T. Pagon and Michael B. Jordan,
as trustees of an insurance trust established by Marshall W. Pagon, as in effect
on the Closing Date.

                  "Stated Maturity" means, with respect to any interest or
principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and shall not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

                  "Subordinated Exchange Note Indenture" means the Indenture
filed as an exhibit to the Certificate of Designation which would govern the
Subordinated Exchange Notes, if issued, as the same may be amended, but without
giving effect to any amendment that materially alters the economic terms
thereof.

                  "Subordinated Exchange Notes" means the Company's 12 3/4%
Senior Subordinated Exchange Notes due 2007 issuable pursuant to the
Subordinated Exchange Note Indenture in exchange for the Company's Series A
Preferred Stock or Series B Preferred Stock.

                  "Subsidiary" means, with respect to any Person, (i) any
corporation, association or other business entity of which more than 50% of the
total voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or
trustees thereof is at the time owned or controlled, directly or indirectly, by
such Person or one or more of the other Subsidiaries (of such Person or a
combination thereof) and (ii) any partnership (a) the sole general partner or
the managing general partner of which is such a Person or a Subsidiary of such
Person or (b) the only general partners of which are such Person or one or more
Subsidiaries of such Person (or any combination thereof.)

                  "Subsidiary Guarantee" means the Subsidiary Guarantee by each
Subsidiary Guarantor of the Company's payment obligations under this Indenture
and the Notes, executed pursuant to the provisions of this Indenture.

                  "Subsidiary Guarantor" means any Restricted Subsidiary that
shall have guaranteed, pursuant to a supplemental indenture and the requirements
therefor set forth in this Indenture, the payment of all principal of, and
interest and premium, if any, on, the Notes and all other amounts payable under
the Notes or this Indenture, which guarantee shall be pari passu with or senior
to all Indebtedness of such Restricted Subsidiary.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. ss.ss.
77aaa-77bbbb as amended) as in effect on the date on which this Indenture is
qualified under the TIA.

                  "Total Interest Expense" means, with respect to any Person for
any period, the sum of (i) the consolidated interest expense of such Person and
its Restricted Subsidiaries for such period, whether paid or accrued (including,
without limitation, amortization of original issue discount, non-cash interest
payments, the interest component of any deferred payment obligations, the
interest component of all payments associated with Capital Lease Obligations,
commissions, discounts and other fees and charges incurred in respect of letter


                                      -17-
<PAGE>

of credit or bankers' acceptance financings, and net payments (if any) pursuant
to Hedging Obligations) and (ii) the consolidated interest expense of such
Person and its Restricted Subsidiaries that was capitalized during such period,
to the extent such amounts are not included in clause (i) of this definition,
and (iii) any interest expense for such period on Indebtedness of another Person
that is guaranteed by such Person or one of its Restricted Subsidiaries or
secured by a Lien on assets (other than Equity Interests in Unrestricted
Subsidiaries securing Indebtedness of Unrestricted Subsidiaries) of such Person
or one of its Restricted Subsidiaries (whether or not such guarantee or Lien is
called upon) and (iv) all cash dividend payments during such period on any
series of preferred stock of a Restricted Subsidiary of such Person.

                  "Trustee" means the party named as such above until a
successor replaces it in accordance with the applicable provisions of this
Indenture and thereafter means the successor serving hereunder.

                  "Unrestricted Global Note" means a permanent Global Note in
the form of Exhibit A attached hereto that bears the Global Note Legend and that
has the "Schedule of Exchanges of Interests in the Global Note" attached
thereto, and that is deposited with or on behalf of and registered in the name
of the Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

                  "Unrestricted Definitive Note" means one or more Definitive
Notes that do not bear and are not required to bear the Private Placement
Legend.

                  "Unrestricted Subsidiary" means any Subsidiary that is
designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a
Board Resolution, or was so designated after November 30, 1998, for purposes of
the 1998 Indenture; but only to the extent that such Subsidiary (a) has no
Indebtedness other than Non-Recourse Debt; (b) is not party to any agreement,
contract, arrangement or understanding with the Company or any Restricted
Subsidiary of the Company unless the terms of any such agreement, contract,
arrangement or understanding are no less favorable to the Company or such
Restricted Subsidiary than those that might be obtained at the time from Persons
who are not Affiliates of the Company; (c) is a Person with respect to which
neither the Company nor any of its Restricted Subsidiaries has any direct or
indirect obligation (x) to subscribe for additional Equity Interests or (y) to
maintain or preserve such Person's financial condition or to cause such Person
to achieve any specified levels of operating results; (d) has not guaranteed or
otherwise directly or indirectly provided credit support for any Indebtedness of
the Company or any of its Restricted Subsidiaries; and (e) has at least one
executive officer that is not a director or executive officer of the Company or
any of its Restricted Subsidiaries. Any such designation made by the Board of
Directors at a time when any Notes are outstanding shall be evidenced to the
Trustee by filing with the Trustee a certified copy of the Board Resolution
giving effect to such designation and an Officers' Certificate certifying that
such designation complied with the foregoing conditions and was permitted by
Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to
meet the foregoing requirements as an Unrestricted Subsidiary, it shall
thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture
and any Indebtedness of such Subsidiary shall be deemed to be incurred by a
Restricted Subsidiary of the Company as of such date (and, if such Indebtedness
is not permitted to be incurred as of such date under Section 4.09 hereof


                                      -18-
<PAGE>

(treating such Subsidiary as a Restricted Subsidiary for such purpose for the
period relevant to such covenant), the Company shall be in default of such
covenant); provided, however, that in the event an Unrestricted Subsidiary
ceases to meet the requirement set forth in clause (e) of this definition, such
Unrestricted Subsidiary shall have 60 days to meet such requirement before such
Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary. The Board
of Directors of the Company may at any time designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; provided that such designation shall
be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the
Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such
designation shall be permitted only if (i) such Indebtedness is permitted under
Section 4.09 hereof (treating such Subsidiary as a Restricted Subsidiary for
such purpose for the period relevant to such covenant) and (ii) no Default or
Event of Default would be in existence following such designation.

                  "U.S. Person" means a U.S. person as defined in Rule 902(o)
under the Securities Act.

                  "Voting Stock" means with respect to any specified Person,
Capital Stock with voting power, under ordinary circumstances and without regard
to the occurrence of any contingency, to elect the directors or other managers
or trustees of such Person.

                  "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (i) the sum
of the products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment, by (ii) the then outstanding principal
amount of such Indebtedness.

                  "Wholly Owned Restricted Subsidiary" of any Person means a
Restricted Subsidiary of such Person all of the outstanding Capital Stock (other
than Qualified Subsidiary Stock) or other ownership interests of which (other
than directors' qualifying shares) shall at the time be owned by such Person
and/or by one or more Wholly Owned Restricted Subsidiaries of such Person.

                                      -19-
<PAGE>

SECTION 1.02.                       OTHER DEFINITIONS.

                                                                   Defined in
Term                                                                 Section
----                                                               ----------
"Affiliate Transaction"................................................4.11
"Asset Sale Offer".....................................................4.10
"Basket Period"........................................................4.07
"Change of Control Offer"..............................................4.15
"Change of Control Payment"............................................4.15
"Change of Control Payment Date".......................................4.15
"Covenant Defeasance"..................................................8.03
"custodian"............................................................6.01
"DTC"..................................................................2.03
"Event of Default".....................................................6.01
"Excess Proceeds"......................................................4.10
"incur"................................................................4.09
"Legal Defeasance".....................................................8.02
"Notice of Default"....................................................6.01
"Offer Amount".........................................................3.09
"Offer Period..........................................................3.09
"outstanding"..........................................................8.02
"Paying Agent".........................................................2.03
 "Payment Default".....................................................6.01
"Purchase Date"........................................................3.09
"Registrar"............................................................2.03
"Restricted Payments"..................................................4.07

SECTION 1.03.     INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

                  Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture.

                  The following TIA terms used in this Indenture have the
following meanings:

                  "indenture securities" means the Notes and the Subsidiary
Guarantees;

                  "indenture security Holder" means a Holder of a Note;

                  "indenture to be qualified" means this Indenture;

                  "indenture Trustee" or "institutional Trustee" means the
Trustee;

                  "obligor" on the Notes means the Company and any successor
obligor upon the Notes.



                                       20
<PAGE>

                  All other terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by SEC rule under
the TIA have the meanings so assigned to them.


SECTION 1.04.                       RULES OF CONSTRUCTION.

                  Unless the context otherwise requires:

                  (1) a term has the meaning assigned to it;

                  (2) an accounting term not otherwise defined has the meaning
assigned to it in accordance with GAAP;

                  (3) "or" is not exclusive;

                  (4) words in the singular include the plural, and in the
plural include the singular;

                  (5) provisions apply to successive events and transactions;
and

                  (6) references to sections of or rules under the Securities
Act shall be deemed to include substitute, replacement of successor sections or
rules adopted by the SEC from time to time.


                                   ARTICLE 2.
                                   THE NOTES


SECTION 2.01.                       FORM AND DATING.

         (a) General. The Notes and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A hereto. The Notes may have
notations, legends or endorsements required by law, stock exchange rule or
usage. Each Note shall be dated the date of its authentication. The Notes shall
be in denominations of $1,000 and integral multiples thereof.

                  The terms and provisions contained in the Notes shall
constitute, and are hereby expressly made, a part of this Indenture and the
Company and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby. However,
to the extent any provision of any Note conflicts with the express provisions of
this Indenture, the provisions of this Indenture shall govern and be
controlling.

         (b) Global Notes. Notes issued in global form shall be substantially in
the form of Exhibit A attached hereto (including the Global Note Legend thereon
and the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Notes issued in definitive form shall be substantially in the form of
Exhibit A attached hereto (but without the Global Note Legend thereon and


                                      -21-

<PAGE>

without the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Each Global Note shall represent such of the outstanding Notes as
shall be specified therein and each shall provide that it shall represent the
aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges and redemptions. Any endorsement of a Global Note to reflect
the amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby shall be made by the Trustee or the
Custodian, at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.06 hereof.

         (c) Temporary Global Notes. Notes offered and sold in reliance on
Regulation S shall be issued initially in the form of the Regulation S Temporary
Global Note, which shall be deposited on behalf of the purchasers of the Notes
represented thereby with the Trustee, at its Corporate Trust Office, as
custodian for the Depository, and registered in the name of the Depository or
the nominee of the Depository for the accounts of designated agents holding on
behalf of Euroclear or Clearstream, duly executed by Issuer and authenticated by
the Trustee as hereinafter provided. The Restricted Period shall terminate upon
the receipt by the Trustee of (i) a written certificate from the Depository,
together with copies of certificates from Euroclear and Clearstream certifying
that they have received certification of non-United States beneficial ownership
of 100% of the aggregate principal amount of the Regulation S Temporary Global
Note (except to the extent of any beneficial owners thereof who acquired an
interest therein during the Restricted Period pursuant to another exemption from
registration under the Securities Act and who will take delivery of a beneficial
ownership interest in a 144A Global Note bearing a Private Placement Legend, all
as contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officers'
Certificate directing the Trustee to authenticate and deliver the Regulation S
Permanent Global Note from Issuer. Following the termination of the Restricted
Period, beneficial interests in the Regulation S Temporary Global Note shall be
exchanged for beneficial interests in Regulation S Permanent Global Notes
pursuant to the Applicable Procedures. Simultaneously with the authentication of
Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S
Temporary Global Note. The aggregate principal amount of the Regulation S
Temporary Global Note and the Regulation S Permanent Global Notes may from time
to time be increased or decreased by adjustments made on the records of the
Trustee and the Depository or its nominee, as the case may be, in connection
with transfers of interest as hereinafter provided.

         (d) Euroclear and Clearstream Procedures Applicable. The operating
procedures, terms and conditions of Euroclear and Clearstream shall be
applicable to transfers of beneficial interests in the Regulation S Temporary
Global Note and the Regulation S Permanent Global Notes that are held by
Participants through Euroclear or Clearstream.

                                      -22-
<PAGE>

SECTION 2.02.           EXECUTION AND AUTHENTICATION.

                  An Officer shall sign the Notes for the Company by manual or
facsimile signature.

                  If an Officer whose signature is on a Note no longer holds
that office at the time a Note is authenticated, the Note shall nevertheless be
valid.

                  A Note shall not be valid until authenticated by the manual
signature of the Trustee. The signature shall be conclusive evidence that the
Note has been authenticated under this Indenture.

                  The Trustee shall, upon a written order of the Company signed
by an Officer (an "Authentication Order"), authenticate Notes for original issue
in the aggregate principal amount stated in the Authentication Order. This
Indenture does not limit the aggregate principal amount of Notes that may be
issued or outstanding hereunder.

                  The Trustee may appoint an authenticating agent acceptable to
the Company to authenticate Notes. An authenticating agent may authenticate
Notes whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Company.


SECTION 2.03.               REGISTRAR AND PAYING AGENT.

                  The Company shall maintain an office or agency where Notes may
be presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent"). The
Registrar shall keep a register of the Notes and of their transfer and exchange.
The Company may appoint one or more co-registrars and one or more additional
paying agents. The term "Registrar" includes any co-registrar and the term
"Paying Agent" includes any additional paying agent. The Company may change any
Paying Agent or Registrar without notice to any Holder. The Company shall notify
the Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.

                  The Company initially appoints The Depository Trust Company
("DTC") to act as Depositary with respect to the Global Notes.

                  The Company initially appoints the Trustee, at its office
located at J.P. Morgan Trust Company, N.A., 55 Water Street, Room 244, North
Building, New York, NY 10041, Attn: Institutional Trust Securities Window and
such other address as to which the Trustee may give notice to the Company, to
act as the Registrar and Paying Agent and to act as Custodian with respect to
the Global Notes.


                                      -23-
<PAGE>


SECTION 2.04.                       PAYING AGENT TO HOLD MONEY IN TRUST.

                  The Company shall require each Paying Agent other than the
Trustee to agree in writing that the Paying Agent will hold in trust for the
benefit of Holders or the Trustee all money held by the Paying Agent for the
payment of principal, premium or Liquidated Damages, if any, or interest on the
Notes, and will notify the Trustee of any default by the Company in making any
such payment. While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment
over to the Trustee, the Paying Agent (if other than the Company or a
Subsidiary) shall have no further liability for the money. If the Company or a
Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust
fund for the benefit of the Holders all money held by it as Paying Agent. Upon
any bankruptcy or reorganization proceedings relating to the Company, the
Trustee shall serve as Paying Agent for the Notes.


SECTION 2.05.                       HOLDER LISTS.

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of all Holders and shall otherwise comply with TIA ss.312(a). If the
Trustee is not the Registrar, the Company shall furnish to the Trustee at least
seven Business Days before each interest payment date and at such other times as
the Trustee may request in writing, a list in such form and as of such date as
the Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Company shall otherwise comply with TIA ss.312(a).


SECTION 2.06.                       TRANSFER AND EXCHANGE.

         (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, by the Depositary or any such nominee to a successor Depositary or a
nominee of such successor Depositary. All Global Notes will be exchanged by the
Company for Definitive Notes if (i) the Company delivers to the Trustee notice
from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Company within 120 days after the date of such notice from the Depositary, (ii)
the Company in its sole discretion determines that the Global Notes (in whole
but not in part) should be exchanged for Definitive Notes and delivers a written
notice to such effect to the Trustee (provided that in no event shall the
Regulation S Temporary Global Note be exchanged by the Company for Definitive
Notes prior to (x) the expiration of the Restricted Period and (y) receipt by
the Registrar of any certificates required pursuant to Rule 903(c)(3)(ii)(3)
under the Securities Act) or (iii) there shall have occurred and be continuing a
Default or Event of Default with respect to the Notes. Upon the occurrence of
any of the preceding events in (i), (ii) or (iii) above, Definitive Notes shall
be issued in such names and denominations as the Depositary shall instruct the
Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as


                                      -24-
<PAGE>

provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and
delivered in exchange for, or in lieu of, a Global Note or any portion thereof,
pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be
authenticated and delivered in the form of, and shall be, a Global Note. A
Global Note may not be exchanged for another Note other than as provided in this
Section 2.06(a), however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.06(b),(c) or (f) hereof.

         (b) Transfer and Exchange of Beneficial Interests in the Global Notes.
The transfer and exchange of beneficial interests in the Global Notes shall be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. Beneficial interests in the Restricted
Global Notes shall be subject to restrictions on transfer comparable to those
set forth herein to the extent required by the Securities Act. Transfers of
beneficial interests in the Global Notes also shall require compliance with
either subparagraph (i) or (ii) below, as applicable, as well as one or more of
the other following subparagraphs, as applicable:

                  (i) Transfer of Beneficial Interests in the Same Global Note.
         Beneficial interests in any Restricted Global Note may be transferred
         to Persons who take delivery thereof in the form of a beneficial
         interest in the same Restricted Global Note in accordance with the
         transfer restrictions set forth in the Private Placement Legend;
         provided, however, that prior to the expiration of the Restricted
         Period, transfers of beneficial interests in the Regulation S Global
         Note may not be made to a U.S. Person or for the account or benefit of
         a U.S. Person (other than the Initial Purchasers). Beneficial interests
         in any Unrestricted Global Note may be transferred to Persons who take
         delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Note. No written orders or instructions shall be
         required to be delivered to the Registrar to effect the transfers
         described in this Section 2.06(b)(i).

                  (ii) All Other Transfers and Exchanges of Beneficial Interests
         in Global Notes. In connection with all transfers and exchanges of
         beneficial interests that are not subject to Section 2.06(b)(i) above,
         the transferor of such beneficial interest must deliver to the
         Registrar either (A) (1) a written order from a Participant or an
         Indirect Participant given to the Depositary in accordance with the
         Applicable Procedures directing the Depositary to credit or cause to be
         credited a beneficial interest in another Global Note in an amount
         equal to the beneficial interest to be transferred or exchanged and (2)
         instructions given in accordance with the Applicable Procedures
         containing information regarding the Participant account to be credited
         with such increase or (B) (1) a written order from a Participant or an
         Indirect Participant given to the Depositary in accordance with the
         Applicable Procedures directing the Depositary to cause to be issued a
         Definitive Note in an amount equal to the beneficial interest to be
         transferred or exchanged and (2) instructions given by the Depositary
         to the Registrar containing information regarding the Person in whose
         name such Definitive Note shall be registered to effect the transfer or
         exchange referred to in (1) above. Upon consummation of an Exchange
         Offer by the Company in accordance with Section 2.06(f) hereof, the
         requirements of this Section 2.06(b)(ii) shall be deemed to have been
         satisfied upon receipt by the Registrar of the instructions contained
         in the Letter of Transmittal delivered by the Holder of such beneficial
         interests in the Restricted Global Notes. Upon satisfaction of all of
         the requirements for transfer or exchange of beneficial interests in
         Global Notes contained in this Indenture and the Notes or otherwise
         applicable under the Securities Act, the Trustee shall adjust the
         principal amount of the relevant Global Note(s) pursuant to Section
         2.06(h) hereof.

                                      -25-
<PAGE>

                  (iii) Transfer of Beneficial Interests to Another Restricted
         Global Note. A beneficial interest in any Restricted Global Note may be
         transferred to a Person who takes delivery thereof in the form of a
         beneficial interest in another Restricted Global Note if the transfer
         complies with the requirements of Section 2.06(b)(ii) above and the
         Registrar receives the following:

                           (A) if the transferee will take delivery in the form
                  of a beneficial interest in the 144A Global Note, then the
                  transferor must deliver a certificate in the form of Exhibit B
                  hereto, including the certifications in item (1) thereof;

                           (B) if the transferee will take delivery in the form
                  of a beneficial interest in the Regulation S Global Note, then
                  the transferor must deliver a certificate in the form of
                  Exhibit B hereto, including the certifications in item (2)
                  thereof; and

                           (C) if the transferee will take delivery in the form
                  of a beneficial interest in the IAI Global Note, then the
                  transferor must deliver a certificate in the form of Exhibit B
                  hereto, including the certifications and certificates and
                  Opinion of Counsel required by item (3) thereof, if
                  applicable.

                  (iv) Transfer and Exchange of Beneficial Interests in a
         Restricted Global Note for Beneficial Interests in the Unrestricted
         Global Note. A beneficial interest in any Restricted Global Note may be
         exchanged by any holder thereof for a beneficial interest in an
         Unrestricted Global Note or transferred to a Person who takes delivery
         thereof in the form of a beneficial interest in an Unrestricted Global
         Note if the exchange or transfer complies with the requirements of
         Section 2.06(b)(ii) above and:

                           (A) such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the holder of the beneficial interest to be
                  transferred, in the case of an exchange, or the transferee, in
                  the case of a transfer, certifies in the applicable Letter of
                  Transmittal that it is not (1) a broker-dealer, (2) a Person
                  participating in the distribution of the Series B Notes or (3)
                  a Person who is an affiliate (as defined in Rule 144) of the
                  Company;

                           (B) such transfer is effected pursuant to the Shelf
                  Registration Statement in accordance with the Registration
                  Rights Agreement;

                                      -26-
<PAGE>
                           (C) such transfer is effected by a Participating
                  Broker-Dealer pursuant to the Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                           (D) the Registrar receives the following:

                                    (1) if the holder of such beneficial
         interest in a Restricted Global Note proposes to exchange such
         beneficial interest for a beneficial interest in an Unrestricted Global
         Note, a certificate from such holder in the form of Exhibit C hereto,
         including the certifications in item (1)(a) thereof; or

                                    (2) if the holder of such beneficial
         interest in a Restricted Global Note proposes to transfer such
         beneficial interest to a Person who shall take delivery thereof in the
         form of a beneficial interest in an Unrestricted Global Note, a
         certificate from such holder in the form of Exhibit B hereto, including
         the certifications in item (4) thereof;

         and, in each such case set forth in this subparagraph (D), if the
         Registrar so requests or if the Applicable Procedures so require, an
         Opinion of Counsel in form reasonably acceptable to the Registrar to
         the effect that such exchange or transfer is in compliance with the
         Securities Act and that the restrictions on transfer contained herein
         and in the Private Placement Legend are no longer required in order to
         maintain compliance with the Securities Act.

                  If any such transfer is effected pursuant to subparagraph (B)
or (D) above at a time when an Unrestricted Global Note has not yet been issued,
the Company shall issue and, upon receipt of an Authentication Order in
accordance with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above.

                  Beneficial interests in an Unrestricted Global Note cannot be
exchanged for, or transferred to Persons who take delivery thereof in the form
of, a beneficial interest in a Restricted Global Note.

         (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.

                  (i) Beneficial Interests in Restricted Global Notes to
         Restricted Definitive Notes. If any holder of a beneficial interest in
         a Restricted Global Note proposes to exchange such beneficial interest
         for a Restricted Definitive Note or to transfer such beneficial
         interest to a Person who takes delivery thereof in the form of a
         Restricted Definitive Note, then, upon receipt by the Registrar of the
         following documentation:

                                      -27-
<PAGE>

                           (A) if the holder of such beneficial interest in a
                  Restricted Global Note proposes to exchange such beneficial
                  interest for a Restricted Definitive Note, a certificate from
                  such holder in the form of Exhibit C hereto, including the
                  certifications in item (2)(a) thereof;

                           (B) if such beneficial interest is being transferred
                  to a QIB in accordance with Rule 144A under the Securities
                  Act, a certificate to the effect set forth in Exhibit B
                  hereto, including the certifications in item (1) thereof;

                           (C) if such beneficial interest is being transferred
                  to a Non-U.S. Person in an offshore transaction in accordance
                  with Rule 903 or Rule 904 under the Securities Act, a
                  certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (2) thereof;

                           (D) if such beneficial interest is being transferred
                  pursuant to an exemption from the registration requirements of
                  the Securities Act in accordance with Rule 144 under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in item (3)(a)
                  thereof;

                           (E) if such beneficial interest is being transferred
                  to an Institutional Accredited Investor in reliance on an
                  exemption from the registration requirements of the Securities
                  Act other than those listed in subparagraphs (B) through (D)
                  above, a certificate to the effect set forth in Exhibit B
                  hereto, including the certifications, certificates and Opinion
                  of Counsel required by item (3) thereof, if applicable;

                           (F) if such beneficial interest is being transferred
                  to the Company or any of its Subsidiaries, a certificate to
                  the effect set forth in Exhibit B hereto, including the
                  certifications in item (3)(b) thereof; or

                           (G) if such beneficial interest is being transferred
                  pursuant to an effective registration statement under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in item (3)(c)
                  thereof,

         the Trustee shall cause the aggregate principal amount of the
         applicable Global Note to be reduced accordingly pursuant to Section
         2.06(h) hereof, and the Company shall execute and the Trustee shall
         authenticate and deliver to the Person designated in the instructions a
         Definitive Note in the appropriate principal amount. Any Definitive
         Note issued in exchange for a beneficial interest in a Restricted
         Global Note pursuant to this Section 2.06(c) shall be registered in
         such name or names and in such authorized denomination or denominations
         as the holder of such beneficial interest shall instruct the Registrar
         through instructions from the Depositary and the Participant or
         Indirect Participant. The Trustee shall deliver such Definitive Notes
         to the Persons in whose names such Notes are so registered. Any
         Definitive Note issued in exchange for a beneficial interest in a
         Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear
         the Private Placement Legend and shall be subject to all restrictions
         on transfer contained therein.


                                      -28-
<PAGE>

                  (ii) Beneficial Interests in Restricted Global Notes to
         Unrestricted Definitive Notes. A holder of a beneficial interest in a
         Restricted Global Note may exchange such beneficial interest for an
         Unrestricted Definitive Note or may transfer such beneficial interest
         to a Person who takes delivery thereof in the form of an Unrestricted
         Definitive Note only if:

                           (A) such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the holder of such beneficial interest, in the
                  case of an exchange, or the transferee, in the case of a
                  transfer, certifies in the applicable Letter of Transmittal
                  that it is not (1) a broker-dealer, (2) a Person participating
                  in the distribution of the Series B Notes or (3) a Person who
                  is an affiliate (as defined in Rule 144) of the Company;

                           (B) such transfer is effected pursuant to the Shelf
                  Registration Statement in accordance with the Registration
                  Rights Agreement;

                           (C) such transfer is effected by a Participating
                  Broker-Dealer pursuant to the Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                           (D) the Registrar receives the following:

                                    (1) if the holder of such beneficial
         interest in a Restricted Global Note proposes to exchange such
         beneficial interest for a Definitive Note that does not bear the
         Private Placement Legend, a certificate from such holder in the form of
         Exhibit C hereto, including the certifications in item (1)(b) thereof;
         or

                                    (2) if the holder of such beneficial
         interest in a Restricted Global Note proposes to transfer such
         beneficial interest to a Person who shall take delivery thereof in the
         form of a Definitive Note that does not bear the Private Placement
         Legend, a certificate from such holder in the form of Exhibit B hereto,
         including the certifications in item (4) thereof;

         and, in each such case set forth in this subparagraph (D), if the
         Registrar so requests or if the Applicable Procedures so require, an
         Opinion of Counsel in form reasonably acceptable to the Registrar to
         the effect that such exchange or transfer is in compliance with the
         Securities Act and that the restrictions on transfer contained herein
         and in the Private Placement Legend are no longer required in order to
         maintain compliance with the Securities Act.


                                      -29-
<PAGE>

                  (iii) Beneficial Interests in Unrestricted Global Notes to
         Unrestricted Definitive Notes. If any holder of a beneficial interest
         in an Unrestricted Global Note proposes to exchange such beneficial
         interest for a Definitive Note or to transfer such beneficial interest
         to a Person who takes delivery thereof in the form of a Definitive
         Note, then, upon satisfaction of the conditions set forth in Section
         2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal
         amount of the applicable Global Note to be reduced accordingly pursuant
         to Section 2.06(h) hereof, and the Company shall execute and the
         Trustee shall authenticate and deliver to the Person designated in the
         instructions a Definitive Note in the appropriate principal amount. Any
         Definitive Note issued in exchange for a beneficial interest pursuant
         to this Section 2.06(c)(iii) shall be registered in such name or names
         and in such authorized denomination or denominations as the holder of
         such beneficial interest shall instruct the Registrar through
         instructions from the Depositary and the Participant or Indirect
         Participant. The Trustee shall deliver such Definitive Notes to the
         Persons in whose names such Notes are so registered. Any Definitive
         Note issued in exchange for a beneficial interest pursuant to this
         Section 2.06(c)(iii) shall not bear the Private Placement Legend.

                  (d) Transfer and Exchange of Definitive Notes for Beneficial
Interests.

                  (i) Restricted Definitive Notes to Beneficial Interests in
         Restricted Global Notes. If any Holder of a Restricted Definitive Note
         proposes to exchange such Note for a beneficial interest in a
         Restricted Global Note or to transfer such Restricted Definitive Notes
         to a Person who takes delivery thereof in the form of a beneficial
         interest in a Restricted Global Note, then, upon receipt by the
         Registrar of the following documentation:

                           (A) if the Holder of such Restricted Definitive Note
                  proposes to exchange such Note for a beneficial interest in a
                  Restricted Global Note, a certificate from such Holder in the
                  form of Exhibit C hereto, including the certifications in item
                  (2)(b) thereof;

                           (B) if such Restricted Definitive Note is being
                  transferred to a QIB in accordance with Rule 144A under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in item (1)
                  thereof;

                           (C) if such Restricted Definitive Note is being
                  transferred to a Non-U.S. Person in an offshore transaction in
                  accordance with Rule 903 or Rule 904 under the Securities Act,
                  a certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (2) thereof;

                           (D) if such Restricted Definitive Note is being
                  transferred pursuant to an exemption from the registration
                  requirements of the Securities Act in accordance with Rule 144
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit B hereto, including the certifications in
                  item (3)(a) thereof;

                                      -30-
<PAGE>

                           (E) if such Restricted Definitive Note is being
                  transferred to an Institutional Accredited Investor in
                  reliance on an exemption from the registration requirements of
                  the Securities Act other than those listed in subparagraphs
                  (B) through (D) above, a certificate to the effect set forth
                  in Exhibit B hereto, including the certifications,
                  certificates and Opinion of Counsel required by item (3)
                  thereof, if applicable;

                           (F) if such Restricted Definitive Note is being
                  transferred to the Company or any of its Subsidiaries, a
                  certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (3)(b) thereof; or

                           (G) if such Restricted Definitive Note is being
                  transferred pursuant to an effective registration statement
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit B hereto, including the certifications in
                  item (3)(c) thereof,

         the Trustee shall cancel the Restricted Definitive Note, increase or
         cause to be increased the aggregate principal amount of, in the case of
         clause (A) above, the appropriate Restricted Global Note, in the case
         of clause (B) above, the 144A Global Note, in the case of clause (c)
         above, the Regulation S Global Note, and in all other cases, the IAI
         Global Note.

                  (ii) Restricted Definitive Notes to Beneficial Interests in
         Unrestricted Global Notes. A Holder of a Restricted Definitive Note may
         exchange such Note for a beneficial interest in an Unrestricted Global
         Note or transfer such Restricted Definitive Note to a Person who takes
         delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Note only if:

                           (A) such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the Holder, in the case of an exchange, or the
                  transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal that it is not (1) a
                  broker-dealer, (2) a Person participating in the distribution
                  of the Series B Notes or (3) a Person who is an affiliate (as
                  defined in Rule 144) of the Company;

                           (B) such transfer is effected pursuant to the Shelf
                  Registration Statement in accordance with the Registration
                  Rights Agreement;

                           (C) such transfer is effected by a Participating
                  Broker-Dealer pursuant to the Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                           (D) the Registrar receives the following:

                                    (1) if the Holder of such Definitive Notes
         proposes to exchange such Notes for a beneficial interest in the
         Unrestricted Global Note, a certificate from such Holder in the form of
         Exhibit C hereto, including the certifications in item (1)(c) thereof;
         or

                                      -31-
<PAGE>


                                    (2) if the Holder of such Definitive Notes
         proposes to transfer such Notes to a Person who shall take delivery
         thereof in the form of a beneficial interest in the Unrestricted Global
         Note, a certificate from such Holder in the form of Exhibit B hereto,
         including the certifications in item (4) thereof;

         and, in each such case set forth in this subparagraph (D), if the
         Registrar so requests or if the Applicable Procedures so require, an
         Opinion of Counsel in form reasonably acceptable to the Registrar to
         the effect that such exchange or transfer is in compliance with the
         Securities Act and that the restrictions on transfer contained herein
         and in the Private Placement Legend are no longer required in order to
         maintain compliance with the Securities Act.

         Upon satisfaction of the conditions of any of the subparagraphs in this
         Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and
         increase or cause to be increased the aggregate principal amount of the
         Unrestricted Global Note.

                  (iii) Unrestricted Definitive Notes to Beneficial Interests in
         Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note
         may exchange such Note for a beneficial interest in an Unrestricted
         Global Note or transfer such Definitive Notes to a Person who takes
         delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Note at any time. Upon receipt of a request for
         such an exchange or transfer, the Trustee shall cancel the applicable
         Unrestricted Definitive Note and increase or cause to be increased the
         aggregate principal amount of one of the Unrestricted Global Notes.

                  If any such exchange or transfer from a Definitive Note to a
beneficial interest is effected pursuant to subparagraphs (ii)(B), (ii)(D) or
(iii) above at a time when an Unrestricted Global Note has not yet been issued,
the Company shall issue and, upon receipt of an Authentication Order in
accordance with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
principal amount of Definitive Notes so transferred.

         (e) Transfer and Exchange of Definitive Notes for Definitive Notes.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section 2.06(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by his attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e).

                  (i) Restricted Definitive Notes to Restricted Definitive
         Notes. Any Restricted Definitive Note may be transferred to and
         registered in the name of Persons who take delivery thereof in the form
         of a Restricted Definitive Note if the Registrar receives the
         following:

                                      -32-
<PAGE>

                           (A) if the transfer will be made pursuant to Rule
                  144A under the Securities Act, then the transferor must
                  deliver a certificate in the form of Exhibit B hereto,
                  including the certifications in item (1) thereof;

                           (B) if the transfer will be made pursuant to Rule 903
                  or Rule 904, then the transferor must deliver a certificate in
                  the form of Exhibit B hereto, including the certifications in
                  item (2) thereof; and

                           (C) if the transfer will be made pursuant to any
                  other exemption from the registration requirements of the
                  Securities Act, then the transferor must deliver a certificate
                  in the form of Exhibit B hereto, including the certifications,
                  certificates and Opinion of Counsel required by item (3)
                  thereof, if applicable.

                  (ii) Restricted Definitive Notes to Unrestricted Definitive
         Notes. Any Restricted Definitive Note may be exchanged by the Holder
         thereof for an Unrestricted Definitive Note or transferred to a Person
         or Persons who take delivery thereof in the form of an Unrestricted
         Definitive Note if:

                           (A) such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the Holder, in the case of an exchange, or the
                  transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal that it is not (1) a
                  broker-dealer, (2) a Person participating in the distribution
                  of the Series B Notes or (3) a Person who is an affiliate (as
                  defined in Rule 144) of the Company;

                           (B) any such transfer is effected pursuant to the
                  Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                           (C) any such transfer is effected by a Participating
                  Broker-Dealer pursuant to the Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                           (D) the Registrar receives the following:

                                    (1) if the Holder of such Restricted
         Definitive Notes proposes to exchange such Notes for an Unrestricted
         Definitive Note, a certificate from such Holder in the form of Exhibit
         C hereto, including the certifications in item (1)(d) thereof; or

                                      -33-
<PAGE>

                                    (2) if the Holder of such Restricted
         Definitive Notes proposes to transfer such Notes to a Person who shall
         take delivery thereof in the form of an Unrestricted Definitive Note, a
         certificate from such Holder in the form of Exhibit B hereto, including
         the certifications in item (4) thereof;

         and, in each such case set forth in this subparagraph (D), if the
         Registrar so requests, an Opinion of Counsel in form reasonably
         acceptable to the Company to the effect that such exchange or transfer
         is in compliance with the Securities Act and that the restrictions on
         transfer contained herein and in the Private Placement Legend are no
         longer required in order to maintain compliance with the Securities
         Act.

                  (iii) Unrestricted Definitive Notes to Unrestricted Definitive
         Notes. A Holder of Unrestricted Definitive Notes may transfer such
         Notes to a Person who takes delivery thereof in the form of an
         Unrestricted Definitive Note. Upon receipt of a request to register
         such a transfer, the Registrar shall register the Unrestricted
         Definitive Notes pursuant to the instructions from the Holder thereof.

         (f) Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02, the
Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that
certify in the applicable Letters of Transmittal that (x) they are not
broker-dealers, (y) they are not participating in a distribution of the Series B
Notes and (z) they are not affiliates (as defined in Rule 144) of the Company,
and accepted for exchange in the Exchange Offer and (ii) Definitive Notes in an
aggregate principal amount equal to the principal amount of the Restricted
Definitive Notes accepted for exchange in the Exchange Offer. Concurrently with
the issuance of such Notes, the Trustee shall cause the aggregate principal
amount of the applicable Restricted Global Notes to be reduced accordingly, and
the Company shall execute and the Trustee shall authenticate and deliver to the
Persons designated by the Holders of Definitive Notes so accepted Definitive
Notes in the appropriate principal amount.

         (g) Legends. The following legends shall appear on the face of all
Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

                  (i) Private Placement Legend.

                           (A) Except as permitted by subparagraph (B) below,
                  each Global Note and each Definitive Note (and all Notes
                  issued in exchange therefor or substitution thereof) shall
                  bear the legend in substantially the following form:

                                      -34-
<PAGE>

         THIS SENIOR NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT
         OF 1933, AS AMENDED (THE "ACT") AND, ACCORDINGLY, MAY NOT BE OFFERED OR
         SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
         U.S. PERSONS, EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE
         HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER"
         (AS DEFINED IN RULE 144A UNDER THE ACT) OR (B) IT IS AN "ACCREDITED
         INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER THE ACT)
         (AN "ACCREDITED INVESTOR"), OR (C) IT IS NOT A U.S. PERSON AND IS
         ACQUIRING THIS SENIOR NOTE IN AN OFFSHORE TRANSACTION, (2) AGREES THAT
         IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS SENIOR NOTE EXCEPT (A) TO
         THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE
         REGISTRATION STATEMENT UNDER THE ACT, (C) INSIDE THE UNITED STATES TO A
         QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
         ACT, (D) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR THAT, PRIOR
         TO SUCH TRANSFER, FURNISHED (OR HAS FURNISHED ON ITS BEHALF BY A U.S.
         BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
         REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER
         OF THIS SENIOR NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE
         TRUSTEE), (E) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
         COMPLIANCE WITH RULE 904 UNDER THE ACT, (F) PURSUANT TO THE EXEMPTION
         FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE ACT (IF AVAILABLE) OR
         (G) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM REGISTRATION UNDER
         THE ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS
         SENIOR NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
         LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SENIOR NOTE PURSUANT TO
         CLAUSES (D), (F) AND (G) ABOVE, THE HOLDER MUST, PRIOR TO SUCH
         TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATES,
         LEGAL OPINIONS OR OTHER INFORMATION AS ANY OF THEM MAY REASONABLY
         REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
         EXEMPTION FROM OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION
         REQUIREMENTS OF THE ACT. AS USED HEREIN, THE TERMS "OFFSHORE
         TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN
         TO THEM BY REGULATION S UNDER THE ACT.

                           (B) Notwithstanding the foregoing, any Global Note or
                  Definitive Note issued pursuant to subparagraphs (b)(iv),
                  (c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f)
                  to this Section 2.06 (and all Notes issued in exchange
                  therefor or substitution thereof) shall not bear the Private
                  Placement Legend.

                  (ii) Global Note Legend. Each Global Note shall bear a legend
         in substantially the following form:

                                      -35-
<PAGE>

         "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
         INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
         BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY
         PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE
         SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF
         THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT
         IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL
         NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO
         SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE
         TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF
         THE COMPANY."

         (h) Cancellation and/or Adjustment of Global Notes. At such time
as all beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note shall be increased accordingly
and an endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

         (i) General Provisions Relating to Transfers and Exchanges.

                  (i) To permit registrations of transfers and exchanges, the
         Company shall execute and the Trustee shall authenticate Global Notes
         and Definitive Notes upon the Company's order or at the Registrar's
         request.

                  (ii) No service charge shall be made to a holder of a
         beneficial interest in a Global Note or to a Holder of a Definitive
         Note for any registration of transfer or exchange, but the Company may
         require payment of a sum sufficient to cover any transfer tax or
         similar governmental charge payable in connection therewith (other than
         any such transfer taxes or similar governmental charge payable upon
         exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15
         and 9.05 hereof).

                  (iii) The Registrar shall not be required to register the
         transfer of or exchange any Note selected for redemption in whole or in
         part, except the unredeemed portion of any Note being redeemed in part.

                  (iv) All Global Notes and Definitive Notes issued upon any
         registration of transfer or exchange of Global Notes or Definitive
         Notes shall be the valid obligations of the Company, evidencing the
         same debt, and entitled to the same benefits under this Indenture, as
         the Global Notes or Definitive Notes surrendered upon such registration
         of transfer or exchange.

                                      -36-
<PAGE>
                  (v) The Company shall not be required (A) to issue, to
         register the transfer of or to exchange any Notes during a period
         beginning at the opening of business 15 days before the day of any
         selection of Notes for redemption under Section 3.02 hereof and ending
         at the close of business on the day of selection, (B) to register the
         transfer of or to exchange any Note so selected for redemption in whole
         or in part, except the unredeemed portion of any Note being redeemed in
         part or (c) to register the transfer of or to exchange a Note between a
         record date and the next succeeding Interest Payment Date.

                  (vi) Prior to due presentment for the registration of a
         transfer of any Note, the Trustee, any Agent and the Company may deem
         and treat the Person in whose name any Note is registered as the
         absolute owner of such Note for the purpose of receiving payment of
         principal of and interest on such Notes and for all other purposes, and
         none of the Trustee, any Agent or the Company shall be affected by
         notice to the contrary.

                  (vii) The Trustee shall authenticate Global Notes and
         Definitive Notes in accordance with the provisions of Section 2.02
         hereof.

                  (viii) All certifications, certificates and Opinions of
         Counsel required to be submitted to the Registrar pursuant to this
         Section 2.06 to effect a registration of transfer or exchange may be
         submitted by facsimile.


SECTION 2.07.                 REPLACEMENT NOTES.

                  If any mutilated Note is surrendered to the Trustee or the
Company and the Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Note, the Company shall issue and the Trustee,
upon receipt of an Authentication Order, shall authenticate a replacement Note
if the Trustee's requirements are met. If required by the Trustee or the
Company, an indemnity bond must be supplied by the Holder that is sufficient in
the judgment of the Trustee and the Company to protect the Company, the Trustee,
any Agent and any authenticating agent from any loss that any of them may suffer
if a Note is replaced. The Company may charge for its expenses in replacing a
Note.

                  Every replacement Note is an additional obligation of the
Company and shall be entitled to all of the benefits of this Indenture equally
and proportionately with all other Notes duly issued hereunder.


SECTION 2.08.                OUTSTANDING NOTES.

                  The Notes outstanding at any time are all the Notes
authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation, those reductions in the interest in a Global Note effected
by the Trustee in accordance with the provisions hereof, and those described in
this Section as not outstanding. Except as set forth in Section 2.09 hereof, a
Note does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note; however, Notes held by the Company or a Subsidiary of
the Company shall not be deemed to be outstanding for purposes of Section
3.07(b) hereof.


                                      -37-
<PAGE>


                  If a Note is replaced pursuant to Section 2.07 hereof, it
ceases to be outstanding unless the Trustee receives proof satisfactory to it
that the replaced Note is held by a bona fide purchaser.

                  If the principal amount of any Note is considered paid under
Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to
accrue.

                  If the Paying Agent (other than the Company, a Subsidiary or
an Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Notes payable on that date, then on and after that date such
Notes shall be deemed to be no longer outstanding and shall cease to accrue
interest.


SECTION 2.09.                       TREASURY NOTES.

                  In determining whether the Holders of the required principal
amount of Notes have concurred in any direction, waiver or consent, Notes owned
by the Company, or by any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company, shall
be considered as though not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Notes that the Trustee knows are so owned
shall be so disregarded.


SECTION 2.10.                       TEMPORARY NOTES.

                  Until certificates representing Notes are ready for delivery,
the Company may prepare and the Trustee, upon receipt of an Authentication
Order, shall authenticate temporary Notes. Temporary Notes shall be
substantially in the form of certificated Notes but may have variations that the
Company considers appropriate for temporary Notes and as shall be reasonably
acceptable to the Trustee. Without unreasonable delay, the Company shall prepare
and the Trustee shall authenticate definitive Notes in exchange for temporary
Notes.

                  Holders of temporary Notes shall be entitled to all of the
benefits of this Indenture.


SECTION 2.11.                       CANCELLATION.

                  The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall destroy
canceled Notes (subject to the record retention requirement of the Exchange
Act). Certification of the destruction of all canceled Notes shall be delivered
to the Company, upon written request of the Company. The Company may not issue
new Notes to replace Notes that it has paid or that have been delivered to the
Trustee for cancellation.


                                      -38-
<PAGE>


SECTION 2.12.                DEFAULTED INTEREST.

                  If the Company defaults in a payment of interest on the Notes,
it shall pay the defaulted interest in any lawful manner plus, to the extent
lawful, interest payable on the defaulted interest, to the Persons who are
Holders on a subsequent special record date, in each case at the rate provided
in the Notes and in Section 4.01 hereof. The Company shall notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Note and
the date of the proposed payment. The Company shall fix or cause to be fixed
each such special record date and payment date, provided that no such special
record date shall be less than 10 days prior to the related payment date for
such defaulted interest. At least 15 days before the special record date, the
Company (or, upon the written request of the Company, the Trustee in the name
and at the expense of the Company) shall mail or cause to be mailed to Holders a
notice that states the special record date, the related payment date and the
amount of such interest to be paid.


                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT


SECTION 3.01.               NOTICES TO TRUSTEE.

                  If the Company is required to make an offer to purchase Notes
pursuant to the provisions of Section 3.09 hereof, it shall furnish to the
Trustee an Officers' Certificate setting forth (i) the Section of this Indenture
pursuant to which the purchase shall occur, (ii) the purchase date, (iii) the
principal amount of Notes to be purchased, (iv) the purchase price and (v) a
statement to the effect that a Change of Control or Asset Sale Offer has
occurred and the conditions set forth in Sections 4.15 and 3.09 hereof have been
satisfied, as applicable.


SECTION 3.02.              SELECTION OF NOTES TO BE REDEEMED.

                  If less than all of the Notes are to be redeemed at any time,
the Trustee shall select the Notes to be redeemed among the Holders of the Notes
in compliance with the requirements of the principal national securities
exchange, if any, on which the Notes are listed or, if the Notes are not so
listed, to be redeemed among the Holders of Notes on a pro rata basis, by lot or
by such method as the Trustee deems fair and appropriate; provided that no Notes
of $1,000 or less shall be redeemed in part. In the event of partial redemption
by lot, the particular Notes to be redeemed shall be selected, unless otherwise
provided herein, not less than 30 nor more than 60 days prior to the redemption
date by the Trustee from the outstanding Notes not previously called for
redemption.

                                      -39-
<PAGE>


                  The Trustee shall promptly notify the Company in writing of
the Notes selected for redemption and, in the case of any Note selected for
partial redemption, the principal amount thereof to be redeemed. Notes and
portions of Notes selected shall be in amounts of $1,000 or whole multiples of
$1,000; except that if all of the Notes of a Holder are to be redeemed, the
entire outstanding amount of Notes held by such Holder, even if not a multiple
of $1,000, shall be redeemed. A new Note in principal amount equal to the
unredeemed portion thereof will be issued in the name of the Holder thereof upon
cancellation of the original Note. Notes called for redemption shall become due
on the redemption date. On and after the redemption date, interest ceases to
accrue on Notes or portions of them called for redemption. Except as provided in
this Section 3.02, provisions of this Indenture that apply to Notes called for
redemption also apply to portions of Notes called for redemption.


SECTION 3.03.                  NOTICE OF REDEMPTION.

                  Subject to the provisions of Section 3.09 hereof, at least 30
days but not more than 60 days before a redemption date, the Company shall mail
or cause to be mailed, by first class mail, a notice of redemption to each
Holder whose Notes are to be redeemed at its registered address.

                  The notice shall identify the Notes to be redeemed and shall
state:

         (a) the redemption date;

         (b) the redemption price;

         (c) if any Note is being redeemed in part, the portion of the principal
amount of such Note to be redeemed and that, after the redemption date upon
surrender of such Note, a new Note or Notes in principal amount equal to the
unredeemed portion shall be issued upon cancellation of the original;

         (d) the name and address of the Paying Agent;

         (e) that Notes called for redemption must be surrendered to the Paying
Agent to collect the redemption price;

         (f) that, unless the Company defaults in making such redemption
payment, interest on Notes called for redemption ceases to accrue on and after
the redemption date;

         (g) the paragraph of the Notes and/or Section of this Indenture
pursuant to which the Notes called for redemption are being redeemed; and

         (h) that no representation is made as to the correctness or accuracy of
the CUSIP number, if any, listed in such notice or printed on the Notes.


                                      -40-
<PAGE>

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company shall have delivered to the Trustee, at least 30 days prior to the
redemption date, an Officers' Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided
in the preceding paragraph.


SECTION 3.04.               EFFECT OF NOTICE OF REDEMPTION.

                  Once notice of redemption is mailed in accordance with Section
3.03 hereof, Notes called for redemption become irrevocably due and payable on
the redemption date at the redemption price. A notice of redemption may not be
conditional.


SECTION 3.05.               DEPOSIT OF REDEMPTION OR PURCHASE PRICE.

                  One Business Day prior to 10:00 a.m. Eastern Time on the
redemption date, the Company shall deposit with the Trustee or with the Paying
Agent money in immediately available funds sufficient to pay the redemption or
purchase price of and accrued interest, if any, on all Notes to be redeemed or
purchased on that date. The Trustee or the Paying Agent shall promptly return to
the Company any money deposited with the Trustee or the Paying Agent by the
Company in excess of the amounts necessary to pay the redemption or purchase
price of, and accrued interest on, all Notes to be redeemed or purchased.

                  If Notes called for redemption or tendered in a Change of
Control Offer are paid or if the Company has deposited with the Trustee or
Paying Agent money sufficient to pay the redemption or purchase price of, and
unpaid and accrued interest, if any, on all Notes to be redeemed or purchased,
on and after the applicable redemption or purchase date, interest, if any,
ceases to accrue on the Notes or the portions of Notes called for redemption or
tendered and not withdrawn in a Change of Control Offer (regardless of whether
certificates for such Notes are actually surrendered). If a Note is redeemed or
purchased on or after an interest record date but on or prior to the related
interest payment date, then any accrued and unpaid interest, if any, shall be
paid to the Person in whose name such Note was registered at the close of
business on such record date. If any Note called for redemption or subject to a
Change of Control Offer shall not be so paid upon surrender for redemption or
purchase because of the failure of the Company to comply with the preceding
paragraph, interest shall be paid on the unpaid principal, from the redemption
or purchase date until such principal is paid, and to the extent lawful on any
interest not paid on such unpaid principal, in each case, at the rate provided
in the Notes and in Section 4.01 hereof.


SECTION 3.06.               NOTES REDEEMED OR PURCHASED IN PART.

                  Upon surrender of a Note that is redeemed or purchased in
part, the Company shall issue and, upon the Company's written request, the
Trustee shall authenticate for the Holder at the expense of the Company a new
Note equal in principal amount to the unredeemed or unpurchased portion of the
Note surrendered.

                                      -41-
<PAGE>

SECTION 3.07.                OPTIONAL REDEMPTION.

         (a) The Notes shall not be redeemable at the Company's option prior to
January 15, 2006. The Notes may be redeemed, in whole or in part, at the option
of the Company on or after January 15, 2006, at the redemption prices specified
below (expressed as percentages of the principal amount thereof), in each case,
together with accrued and unpaid interest and Liquidated Damages, if any,
thereon to the date of redemption, upon not less than 30 nor more than 60 days
notice, if redeemed during the twelve-month period beginning on January 15 of
the years indicated below:


                                                       Redemption
Year                                                     Price
----                                                   ----------
2006                                                    105.625%
2007                                                    102.813%
2008 and thereafter                                     100.000%


         (b) Notwithstanding the foregoing, prior to January 15, 2005, the
Company may, on any one or more occasions, use the net proceeds of one or more
offerings of its Capital Stock to redeem up to 35% of the aggregate principal
amount of the Notes that had been issued under this Indenture up to the time of
redemption at a redemption price of 111.250% of the principal amount thereof,
plus accrued and unpaid interest and Liquidated Damages, if any, to the date of
redemption; provided that, after any such redemption, the aggregate principal
amount of the Notes outstanding (excluding Notes held by the Company and its
subsidiaries) must equal at least 65% of the aggregate principal amount of the
notes that had been issued under this Indenture up to the time of redemption;
and provided further, that any such redemption shall occur within 90 days of the
date of closing of such offering of Capital Stock of the Company.

         (c) Any redemption pursuant to this Section 3.07 shall be made
pursuant to the provisions of Section 3.01 through 3.06 hereof.


SECTION 3.08.               MANDATORY REDEMPTION.

                  The Company shall not be required to make mandatory redemption
or sinking fund payments with respect to the Notes.


SECTION 3.09.               OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS.

         (a) In the event that, pursuant to Section 4.10 hereof, the Company
shall be required to commence an Asset Sale Offer, it shall follow the
procedures specified below with respect to the Holders of Notes.

                                      -42-
<PAGE>
         (b) The Asset Sale Offer shall remain open for a period of 20 Business
Days following its commencement and no longer, except to the extent that a
longer period is required by applicable law (the "Offer Period"). No later than
five Business Days after the termination of the Offer Period (the "Purchase
Date"), the Company shall purchase the principal amount of Notes required to be
purchased pursuant to Section 4.10 hereof (the "Offer Amount") or, if less than
the Offer Amount has been tendered, all Notes tendered in response to the Asset
Sale Offer. Payment for any Notes so purchased shall be made in the same manner
as interest payments are made.

         (c) The Company shall comply with any tender offer rules under the
Exchange Act which may then be applicable, including Rule 14e-1, in connection
with any offer required to be made by the Company to repurchase the Notes as a
result of an Asset Sale Offer. To the extent that the provisions of any
securities laws or regulations conflict with provisions of this Section 3.09,
the Company shall comply with the applicable securities laws or regulations and
shall not be deemed to have breached its obligations hereunder by virtue
thereof.

         (d) If the Purchase Date is on or after an interest record date and on
or before the related interest payment date, any accrued and unpaid interest
shall be paid to the Person in whose name a Note is registered at the close of
business on such record date, and no additional interest shall be payable to
Holders who tender Notes pursuant to the Asset Sale Offer.

         (e) Upon the commencement of an Asset Sale Offer, the Company shall
send, by first class mail, a notice to the Trustee and each of the Holders, with
a copy to the Trustee. The notice shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Asset Sale
Offer. The Asset Sale Offer shall be made to all Holders. The notice, which
shall govern the terms of the Asset Sale Offer, shall state:

                  (i) that the Asset Sale Offer is being made pursuant to this
         Section 3.09 and Section 4.10 hereof and the length of time the Asset
         Sale Offer shall remain open;

                  (ii) the Offer Amount, the purchase price and the Purchase
         Date and, if any Restricted Subsidiary is required to and does make an
         offer to holders of its Indebtedness pursuant to a requirement similar
         to that contained in Section 4.10 and this Section, the notice shall
         state that fact, that the Offer Amount will be reduced by the amount of
         Indebtedness required to be purchased pursuant to such other offer, and
         that the amount of such reduction will not be known until the
         expiration of such other offer, which shall not be later than the
         expiration of the Offer Period;

                  (iii) that any Note not tendered or accepted for payment
         shall continue to accrue interest;

                  (iv) that, unless the Company defaults in making such payment,
         any Note accepted for payment pursuant to the Asset Sale Offer shall
         cease to accrue interest after the Purchase Date;

                  (v) that Holders electing to have a Note purchased pursuant to
         an Asset Sale Offer may only elect to have all of such Note purchased
         and may not elect to have only a portion of such Note purchased;


                                      -43-
<PAGE>

                  (vi) that Holders electing to have a Note purchased pursuant
         to any Asset Sale Offer shall be required to surrender the Note, with
         the form entitled "Option of Holder to Elect Purchase" on the reverse
         of the Note completed, or transfer by book-entry transfer, to the
         Company, a depositary, if appointed by the Company, or a Paying Agent
         at the address specified in the notice at least three days before the
         Purchase Date;

                  (vii) that Holders shall be entitled to withdraw their
         election if the Company, the Depositary or the Paying Agent, as the
         case may be, receives, not later than the expiration of the Offer
         Period, a telegram, telex, facsimile transmission or letter setting
         forth the name of the Holder, the principal amount of the Note the
         Holder delivered for purchase and a statement that such Holder is
         withdrawing his election to have such Note purchased;

                  (viii) that, if the aggregate principal amount of Notes
         surrendered by Holders exceeds the Offer Amount, the Company shall
         select the Notes to be purchased on a pro rata basis (with such
         adjustments as may be deemed appropriate by the Company so that only
         Notes in denominations of $1,000, or integral multiples thereof, shall
         be purchased, other than in the case of Holders whose Notes were
         purchased in whole); and

                  (ix) that Holders whose Notes were purchased only in part
         shall be issued new Notes equal in principal amount to the unpurchased
         portion of the Notes surrendered (or transferred by book-entry
         transfer).

         (f) On or before the Purchase Date, the Company shall, to the extent
lawful, accept for payment, on a pro rata basis to the extent necessary, the
Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale
Offer, or if less than the Offer Amount has been tendered, all Notes tendered,
and shall deliver to the Trustee an Officers' Certificate stating that such
Notes or portions thereof were accepted for payment by the Company in accordance
with the terms of this Section 3.09. The Company, the Depositary or the Paying
Agent, as the case may be, shall promptly (but in any case not later than five
days after the Purchase Date) mail or deliver to each tendering Holder of Notes
an amount equal to the purchase price of the Notes tendered by such Holder of
Notes and accepted by the Company for purchase, and the Company shall promptly
issue a new Note and the Trustee, upon written request from the Company shall
authenticate and mail or deliver such new Note to such Holder of Notes in a
principal amount equal to any unpurchased portion of the Note surrendered. Any
Note not so accepted shall be promptly mailed or delivered by the Company to the
Holder of Notes thereof. The Company shall publicly announce the results of the
Asset Sale Offer on the Purchase Date.

         (g) Other than as specifically provided in this Section 3.09, any
purchase pursuant to this Section 3.09 shall be made pursuant to the provisions
of Sections 3.01 through 3.06 hereof. No repurchase of Notes under this Section
3.09 shall be deemed to be a redemption of Notes.

                                      -44-
<PAGE>


                                   ARTICLE 4.
                                   COVENANTS


SECTION 4.01.                PAYMENT OF NOTES.

                  The Company shall pay or cause to be paid the principal of,
premium, if any, and interest on the Notes on the dates and in the manner
provided in the Notes. Principal, premium, if any, and interest shall be
considered paid on the date due if the Paying Agent, if other than the Company
or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date
money deposited by the Company in immediately available funds and designated for
and sufficient to pay all principal, premium, if any, and interest then due. The
Company shall pay all Liquidated Damages, if any, in the same manner on the
dates and in the amounts set forth in the Registration Rights Agreement.

                  The Company shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal at the
rate equal to 1% per annum in excess of the then applicable interest rate on the
Notes to the extent lawful; it shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest and Liquidated Damages (without regard to any applicable grace period)
at the same rate to the extent lawful.


SECTION 4.02.                MAINTENANCE OF OFFICE OR AGENCY.

                  The Company shall maintain in the Borough of Manhattan, the
City of New York, an office or agency (which may be an office of the Trustee or
an affiliate of the Trustee, Registrar or co-Registrar) where Notes may be
surrendered for registration of transfer or for exchange and where notices and
demands to or upon the Company in respect of the Notes and this Indenture may be
served. The Company shall give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee.

                  The Company may also from time to time designate one or more
other offices or agencies where the Notes may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in the
Borough of Manhattan, the City of New York for such purposes. The Company shall
give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.

                  The Company hereby designates the offices of the Paying Agent
and Registrar indicated in Section 2.03 as one such office or agency of the
Company in accordance with Section 2.03.


                                      -45-
<PAGE>

SECTION 4.03.                  REPORTS.

         (a) Whether or not required by the rules and regulations of the SEC, so
long as any Notes are outstanding, the Company shall furnish to the Holders of
Notes (i) all quarterly and annual financial information that would be required
to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company
were required to file such Forms, including "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and, with respect to
the annual information only, a report thereon by the Company's certified
independent accountants and (ii) all current reports that would be required to
be filed with the SEC on Form 8-K if the Company were required to file such
reports, in each case within the time periods specified in the SEC's rules and
regulations. In addition, following consummation of the Exchange Offer
contemplated by the Registration Rights Agreement, whether or not required by
the rules and regulations of the SEC, the Company shall file a copy of all such
information and reports with the SEC for public availability within the time
periods set forth in the SEC's rules and regulations (unless the SEC will not
accept such a filing) and make such information available to securities analysts
and prospective investors upon request.

         (b) In addition, the Company has agreed that, for so long as any Notes
remain outstanding, it will furnish to the holders and to securities analysts
and prospective investors, upon their request, the information required to be
delivered pursuant to rule 144A(d)(4) under the Securities Act.


SECTION 4.04.                  COMPLIANCE CERTIFICATE.

         (a) The Company shall deliver to the Trustee, within 90 days after the
end of each fiscal year, an Officers' Certificate stating that a review of the
activities of the Company and its Subsidiaries during the preceding fiscal year
has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Company
has kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions of this Indenture (or, if a Default or
Event of Default shall have occurred, describing all such Defaults or Events of
Default of which he or she may have knowledge and what action the Company is
taking or proposes to take with respect thereto) and that to the best of his or
her knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest on the Notes is prohibited
or if such event has occurred, a description of the event and what action the
Company is taking or proposes to take with respect thereto.

         (b) So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03 above shall be accompanied by a
written statement of the Company's independent public accountants (who shall be
a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that the Company has violated
any provisions of Article Four or Article Five hereof or, if any such violation
has occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.

                                      -46-
<PAGE>


         (c) The Company shall, so long as any of the Notes are outstanding,
deliver to the Trustee, forthwith upon any Officer of the Company becoming aware
of any Default or Event of Default, an Officers' Certificate specifying such
Default or Event of Default and what action the Company is taking or proposes to
take with respect thereto.


SECTION 4.05.                TAXES.

                  The Company shall pay, and shall cause each of its
Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and
governmental levies except such as are contested in good faith and by
appropriate proceedings or where the failure to effect such payment is not
adverse in any material respect to the Holders of the Notes.


SECTION 4.06.                STAY, EXTENSION AND USURY LAWS.

                  The Company covenants (to the extent that it may lawfully do
so) that it shall not at any time insist upon, plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay, extension or
usury law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of this Indenture; and the Company (to
the extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and covenants that it shall not, by resort to any
such law, hinder, delay or impede the execution of any power herein granted to
the Trustee, but shall suffer and permit the execution of every such power as
though no such law has been enacted.


SECTION 4.07.                RESTRICTED PAYMENTS.

         (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, (i) declare or pay any dividend or make
any other payment or distribution on account of the Company's Equity Interests
(including, without limitation, any payment in connection with any merger or
consolidation involving the Company) or on account of any Qualified Subsidiary
Stock or make any payment or distribution (other than compensation paid to, or
reimbursement of expenses of, employees in the ordinary course of business) to
or for the benefit of the direct or indirect holders of the Company's Equity
Interests or the direct or indirect holders of any Qualified Subsidiary Stock in
their capacities as such (other than dividends or distributions payable in
Equity Interests (other than Disqualified Stock) of the Company or additional
shares of such Qualified Subsidiary Stock); (ii) purchase, redeem or otherwise
acquire or retire for value any Equity Interests of the Company or any direct or
indirect parent of the Company (other than any such Equity Interests owned by
the Company or any of its Restricted Subsidiaries); (iii) make any payment on or
with respect to, or purchase, redeem, defease or otherwise acquire or retire for
value any Indebtedness that is subordinated to the Notes, except a payment of
interest or principal at Stated Maturity; (iv) forgive any loan or advance to or
other obligation of any Affiliate of the Company (other than a loan or advance
to or other obligations of a Wholly Owned Restricted Subsidiary of the Company)
which at the time it was made was not a Restricted Payment; or (v) make any
Restricted Investment (all such payments and other actions set forth in clauses
(i) through (v) above being collectively referred to as "Restricted Payments"),
unless, at the time of and immediately after giving effect to such Restricted
Payment:

                                      -47-
<PAGE>


                           (A) no Default or Event of Default shall have
                  occurred and be continuing or would occur as a consequence
                  thereof; and

                           (B) the Company would be permitted to incur $1.00 of
                  additional Indebtedness pursuant to the Indebtedness to
                  Adjusted Operating Cash Flow Ratio described in Section
                  4.09(a) hereof; and

                           (C) such Restricted Payment, together with the
                  aggregate of all other Restricted Payments made by the Company
                  and its Restricted Subsidiaries after November 30, 1998
                  (excluding Restricted Payments permitted by clauses (2) and
                  (3) of Section 4.07(b)), is less than the sum of, without
                  duplication, (i) an amount equal to the Cumulative Operating
                  Cash Flow for the period (taken as one accounting period) from
                  the beginning of the first full month commencing after
                  November 30, 1998 to the end of the Company's most recently
                  ended fiscal quarter for which internal financial statements
                  are available at the time of such Restricted Payment (the
                  "Basket Period") less 1.4 times the Company's Cumulative Total
                  Interest Expense for the Basket Period, plus (ii) 100% of the
                  aggregate net cash proceeds and, in the case of proceeds
                  consisting of assets constituting or used in a Permitted
                  Business 100% of the fair market value of the aggregate net
                  proceeds other than cash, received since November 30, 1998 (1)
                  by the Company as capital contributions to the Company (other
                  than from a Subsidiary) or (2) from the sale by the Company
                  (other than to a Subsidiary) of its Equity Interests (other
                  than Disqualified Stock), plus (iii) to the extent that any
                  Restricted Investment that was made after November 30, 1998 is
                  sold for cash or otherwise liquidated or repaid for cash, the
                  Net Proceeds received by the Company or a Wholly Owned
                  Restricted Subsidiary of the Company upon the sale,
                  liquidation or repayment of such Restricted Investment, plus
                  (iv) to the extent that any Unrestricted Subsidiary is
                  designated by the Company as a Restricted Subsidiary, or has
                  been so designated for purposes of the 1998 Indenture after
                  November 30, 1998, an amount equal to the fair market value of
                  such Investment at the time of such designation, plus (v) 100%
                  of any cash dividends and other cash distributions received by
                  the Company from an Unrestricted Subsidiary after November 30,
                  1998, plus (vi) $2.5 million.


                                      -48-
<PAGE>

         (b) The foregoing provisions shall not prohibit (1) the payment of any
dividend within 60 days after the date of declaration thereof, if at said date
of declaration such payment would have complied with the provisions of this
Indenture; (2) the redemption, repurchase, retirement or other acquisition of
any Equity Interests or subordinated Indebtedness of the Company in exchange
for, or out of the net proceeds of, the substantially concurrent sale (other
than to a Subsidiary of the Company) of other Equity Interests of the Company
(other than any Disqualified Stock); provided that the amount of any such net
proceeds that are utilized for any such redemption, repurchase, retirement or
other acquisition shall be excluded from clause (C)(ii) of the preceding
paragraph; (3) the defeasance, redemption or repurchase of Indebtedness with the
proceeds of a substantially concurrent issuance of Permitted Refinancing Debt in
accordance with the provisions of Section 4.09 hereof; (4) the payment by the
Company of advances under the Split Dollar Agreement in an amount not to exceed
$250,000 in any four-quarter period; (5) the repurchase or redemption from
employees of the Company and its Subsidiaries (other than the Principal) of
Capital Stock of the Company in an amount not to exceed an aggregate of $5.0
million since the date of this Indenture; (6) the payment of dividends on the
Series A Preferred Stock and Series B Preferred Stock in accordance with the
terms thereof as in effect on the Closing Date; provided, however, that cash
dividends may not be paid on the Series A Preferred Stock or Series B Preferred
Stock pursuant to this clause (6) prior to July 1, 2002; (7) the issuance of
Subordinated Exchange Notes in exchange for shares of the Series A Preferred
Stock or Series B Preferred Stock; provided that such issuance is permitted by
Section 4.09 hereof; (8) in the event that the Company elects to issue
Subordinated Exchange Notes in exchange for Series A Preferred Stock or Series B
Preferred Stock, cash payments made in lieu of the issuance of Subordinated
Notes having a face amount less than $1,000 and any cash payments representing
accrued and unpaid dividends in respect of Series A Preferred Stock or Series B
Preferred Stock, not to exceed $100,000 in the aggregate in any fiscal year; and
(9) cash payments made in lieu of the issuance of additional Subordinated
Exchange Notes having a face amount less than $1,000 and any cash payments
representing accrued and unpaid interest in respect of Subordinated Exchange
Notes, not to exceed $100,000 in the aggregate in any fiscal year.

         (c) The amount of all Restricted Payments (other than cash) shall be
the fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Company or the applicable
Restricted Subsidiary, as the case may be, net of any liabilities proposed to be
assumed by the transferee and novated pursuant to a written agreement releasing
the Company and its Subsidiaries. Not later than the date of making any
Restricted Payment, the Company shall deliver to the Trustee an Officers'
Certificate stating that such Restricted Payment is permitted and setting forth
the basis upon which the calculations required by this covenant were computed,
which calculations may be based upon the Company's latest available financial
statements.

         (d) The Board of Directors may designate any Restricted Subsidiary to
be an Unrestricted Subsidiary if such designation would not cause a Default or
an Event of Default. For purposes of making such determination, all outstanding
Investments by the Company and its Restricted Subsidiaries in the Subsidiary so
designated (including any Subsidiary so designated for purposes of the 1998
Indenture after November 30, 1998) shall be deemed to be Restricted Payments at
the time of such designation (valued as set forth below) and shall reduce the
amount available for Restricted Payments under Section 4.07(a) hereof. All such
outstanding Investments shall be deemed to constitute Investments in an amount
equal to the fair market value of such Investments at the time of such
designation. Such designation shall only be permitted if such Restricted Payment
would be permitted at such time and if such Restricted Subsidiary would
otherwise meet the definition of an Unrestricted Subsidiary.

                                      -49-
<PAGE>


SECTION 4.08. DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or
suffer to exist or become effective any encumbrance or restriction on the
ability of any Restricted Subsidiary to (i)(a) pay dividends or make any other
distributions to the Company or any of its Restricted Subsidiaries (1) on its
Capital Stock or (2) with respect to any other interest or participation in, or
measured by, its profits, or (b) pay any Indebtedness owed to the Company or any
of its Restricted Subsidiaries, (ii) make loans or advances to the Company or
any of its Restricted Subsidiaries or (iii) transfer any of its properties or
assets to the Company or any of its Restricted Subsidiaries, except for such
encumbrances or restrictions existing under or by reason of (a) the terms of any
Indebtedness permitted by this Indenture to be incurred by any Subsidiary of the
Company; provided, that, any such Indebtedness permits the payment of cash
dividends to the Company in an amount sufficient to enable the Company to make
payments of (A) interest required to be paid in respect of the 1997 Notes, the
1998 Notes, the 1999 Notes, the 2001 Senior Notes and the 2001 Senior
Subordinated Notes and (B) after July 1, 2002, dividends required to be paid in
respect of the Series A Preferred Stock and Series B Preferred Stock and
interest required to be paid in respect of the Notes, if issued, in each case,
in accordance with the terms thereof (except during the continuance of a default
or event of default under such other Indebtedness), (b) Existing Indebtedness or
the PM&C Credit Facility, each as in effect on the Closing Date, (c) this
Indenture, the Notes, the Subsidiary Guarantees, the 1997 Indenture, the 1997
Notes and the 1997 Notes Subsidiary Guarantees, the 1998 Indenture, the 1998
Notes, the 1998 Notes Subsidiary Guarantees, the 1999 Indenture, the 1999 Notes,
the 1999 Notes Subsidiary Guarantees, the 2001 Senior Indenture, the 2001 Senior
Notes, the 2001 Senior Notes Subsidiary Guarantees, the 2001 Senior Subordinated
Indenture, the 2001 Senior Subordinated Notes and the 2001 Senior Subordinated
Notes Subsidiary Guarantees; (d) applicable law, (e) any instrument governing
Indebtedness or Capital Stock of a Person acquired by the Company or any of its
Restricted Subsidiaries as in effect at the time of such acquisition (except to
the extent such Indebtedness was incurred in connection with or in contemplation
of such acquisition), which encumbrance or restriction is not applicable to any
Person, or the properties or assets of any Person, other than the Person and its
Subsidiaries, or the property or assets of the Person and its Subsidiaries, so
acquired, (f) customary non-assignment provisions in leases and other contracts
entered into in the ordinary course of business and consistent with past
practices or (g) any agreement for the sale of any Subsidiary or its assets that
restricts distributions by that Subsidiary pending its sale.

                                      -50-
<PAGE>


SECTION 4.09. INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK.

         (a) The Company shall not, and shall not permit any of its Subsidiaries
to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise
become directly or indirectly liable, contingently or otherwise, with respect to
(collectively, "incur") any Indebtedness (including Acquired Debt) and shall
not, and shall not permit any Subsidiary Guarantor to, issue any Disqualified
Stock and shall not permit any of its Restricted Subsidiaries that are not
Subsidiary Guarantors to issue any shares of preferred stock (other than
Qualified Subsidiary Stock); provided, however, that the Company or any
Restricted Subsidiary may incur Indebtedness (including Acquired Debt) or issue
shares of preferred stock (including Disqualified Stock) if, in each case, (1)
the Company's Indebtedness to Adjusted Operating Cash Flow Ratio as of the date
on which such Indebtedness is incurred or such preferred stock or Disqualified
Stock is issued would have been 7.0 to 1 or less, determined on a pro forma
basis (including a pro forma application of the net proceeds therefrom), as if
the additional Indebtedness had been incurred, or the Disqualified Stock or
preferred stock had been issued, as the case may be, as of the date of such
calculation and (2) no Default or Event of Default would occur as a consequence
thereof.

                  The Company shall not, and shall not permit any Subsidiary
Guarantor to, incur any Indebtedness that is contractually subordinated to any
other Indebtedness of the Company or of such Subsidiary Guarantor, as the case
may be, unless such Indebtedness is also contractually subordinated to the Notes
or the Subsidiary Guarantee of such Subsidiary Guarantor, as the case may be, on
substantially identical terms; provided, however, that no Indebtedness shall be
deemed to be contractually subordinated to any other Indebtedness solely by
virtue of being unsecured.

         (b) The foregoing provisions shall not apply to (collectively,
"Permitted Debt"):

                  (i) the incurrence by the Company's Unrestricted Subsidiaries
         of Non-Recourse Debt or the issuance by such Unrestricted Subsidiaries
         of preferred stock; provided, however, that if any such Indebtedness
         ceases to be Non-Recourse Debt of an Unrestricted Subsidiary or any
         such preferred stock becomes preferred stock (other than Qualified
         Subsidiary Stock) of a Restricted Subsidiary, as the case may be, such
         event shall be deemed to constitute an incurrence of Indebtedness by,
         or an issuance of preferred stock (other than Qualified Subsidiary
         Stock) of, as the case may be, a Restricted Subsidiary of the Company;

                  (ii) the incurrence by the Company or any of its Restricted
         Subsidiaries of Indebtedness pursuant to one or more Bank Facilities if
         the aggregate principal amount at any time outstanding incurred
         pursuant to this clause (ii) does not exceed $50.0 million;

                  (iii) the incurrence by the Company and its Restricted
         Subsidiaries of the Existing Indebtedness;


                                      -51-
<PAGE>

                  (iv) the incurrence by the Company of Indebtedness under the
         Subordinated Exchange Notes to pay interest on outstanding Subordinated
         Notes;

                  (v) Indebtedness under the Notes and the Subsidiary
         Guarantees;

                  (vi) the incurrence by the Company or any of its Restricted
         Subsidiaries of intercompany Indebtedness between or among the Company
         and any of its Wholly Owned Restricted Subsidiaries; provided, however,
         that (1) if the Company or a Subsidiary Guarantor is the obligor on
         such Indebtedness, such Indebtedness is expressly subordinated to the
         prior payment in full in cash of all obligations with respect to the
         Notes or the Subsidiary Guarantee of such Subsidiary Guarantor, as the
         case may be, and (2)(A) any subsequent issuance or transfer of Equity
         Interests that result in any such Indebtedness being held by a Person
         other than the Company or a Wholly Owned Restricted Subsidiary of the
         Company and (B) any sale or other transfer of such Indebtedness to a
         Person that is not either the Company or a Wholly Owned Restricted
         Subsidiary of the Company shall be deemed, in each case, to constitute
         an incurrence of such Indebtedness by the Company or such Restricted
         Subsidiary, as the case may be;

                  (vii) the incurrence by the Company or any of its Restricted
         Subsidiaries of Indebtedness represented by Capital Lease Obligations,
         mortgage financings or purchase money obligations, in each case
         incurred for the purpose of financing all or any part of the purchase
         price or cost of construction or improvement of property used in the
         business of the Company or such Restricted Subsidiary, in an aggregate
         principal amount not to exceed $25.0 million at any time outstanding,
         including all Permitted Refinancing Debt incurred pursuant to clause
         (viii) below to refund, replace or refinance any Indebtedness incurred
         pursuant to this clause (vii);

                  (viii) the incurrence by the Company or any of its Restricted
         Subsidiaries of Permitted Refinancing Debt in exchange for, or the net
         proceeds of which are used to extend, refinance, renew, replace,
         defease or refund, Indebtedness (other than intercompany Indebtedness)
         that was permitted by this Indenture to be incurred;

                  (ix) the incurrence by the Company or any of its Restricted
         Subsidiaries of Indebtedness (in addition to Indebtedness permitted by
         any other clause of this paragraph) in an aggregate principal amount at
         any time outstanding, including all Permitted Refinancing Debt incurred
         pursuant to clause (viii) above to refund, replace or refinance any
         Indebtedness incurred pursuant to this clause (ix), not to exceed $75.0
         million; and

                  (x) the guarantee by the Company or any Restricted Subsidiary
         of the Company of Indebtedness of the Company or a Subsidiary of the
         Company that was permitted to be incurred by another provision of this
         Section 4.09.

                                      -52-
<PAGE>

                  For purposes of determining compliance with this Section 4.09,
in the event that an item of Indebtedness meets the criteria of more than one of
the categories of Permitted Debt described in clauses (i) through (x) above or
is permitted to be incurred pursuant to Section 4.09(a) hereof and also meets
the criteria of one or more of the categories of Permitted Debt described in
clauses (i) through (x) above, the Company shall, in its sole discretion,
classify such item of Indebtedness in any manner that complies with this Section
4.09 and may from time to time reclassify such item of Indebtedness in any
manner in which such item could be incurred at the time of such
reclassification. For purposes of this paragraph, "Indebtedness" includes
Disqualified Stock and preferred stock (other than Qualified Subsidiary Stock)
of Subsidiaries. Accrual of interest and the accretion of accreted value will
not be deemed to be an incurrence of Indebtedness for purposes of this Section
4.09.


SECTION 4.10.                       ASSET SALES.

         (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless (i) the Company (or the
Restricted Subsidiary, as the case may be) receives consideration at the time of
such Asset Sale at least equal to the fair value (evidenced by a resolution of
the Board of Directors set forth in an Officers' Certificate delivered to the
Trustee) of the assets or Equity Interests issued or sold or otherwise disposed
of and (ii) at least 75% of the consideration therefor received by the Company
or such Restricted Subsidiary is in the form of cash; provided that the amount
of (x) any liabilities (as shown on the Company's or such Restricted
Subsidiary's most recent balance sheet or in notes thereto), of the Company or
any Restricted Subsidiary (other than liabilities that are by their terms
subordinated to the Notes or any guarantee thereof) that are assumed by the
transferee of any such assets and (y) any securities, notes or other obligations
received by the Company or any such Restricted Subsidiary from such transferee
that are contemporaneously (subject to ordinary settlement periods) converted by
the Company or such Restricted Subsidiary into cash (to the extent of the cash
received), shall be deemed to be cash for purposes of this provision.

         (b) Notwithstanding the foregoing, the Company and its Restricted
Subsidiaries may engage in Asset Swaps (which shall not be deemed to be Asset
Sales for purposes of this Section 4.10); provided that, immediately after
giving effect to such Asset Swap, the Company would be permitted to incur at
least $1.00 of additional Indebtedness pursuant to the Indebtedness to Adjusted
Operating Cash Flow Ratio set forth in Section 4.09(a) hereof.

         (c) Within 180 days after the receipt of any Net Proceeds from an Asset
Sale, the Company or the applicable Restricted Subsidiary may, at its option,
apply such Net Proceeds (i) to permanently reduce Indebtedness outstanding
pursuant to any Bank Facility (and to permanently reduce the commitments
thereunder by a corresponding amount), (ii) to permanently reduce Indebtedness
of any of the Company's Restricted Subsidiaries or (iii) to the acquisition by
the Company or any of its Restricted Subsidiaries of another business, the
making of a capital expenditure or the acquisition of other long-term assets, in
each case, in a Permitted Business; provided, however, that if the Company or
any Restricted Subsidiary enters into a legally binding agreement with an entity
that is not an Affiliate of the Company to reinvest such Net Proceeds in
accordance with this clause (iii) within 180 days after the receipt thereof, the
provisions of this Section 4.10 will be satisfied so long as such binding
agreement is consummated within one year after the receipt of such Net Proceeds.
If any such legally binding agreement to reinvest such Net Proceeds is
terminated, then the Company may, within 360 days of such Asset Sale, apply such


                                      -53-
<PAGE>


Net Proceeds as provided in clauses (i), (ii) or (iii) above (without regard to
the proviso contained in clause (iii) above). Pending the final application of
any such Net Proceeds, the Company or the applicable Restricted Subsidiary may
temporarily reduce Indebtedness pursuant to any Bank Facility or otherwise
invest such Net Proceeds in any manner that is not prohibited by this Indenture.
A reduction of Indebtedness pursuant to any Bank Facility is not "permanent" for
purposes of clause (i) of this Section 4.10(c) if an amount equal to the amount
of such reduction is reborrowed and used to make an acquisition described in
clause (iii) of this Section 4.10(c) within the time period specified in this
Section 4.10. Any Net Proceeds from Asset Sales that are not applied or invested
as provided in the first sentence of this Section 4.10(c) will be deemed to
constitute "Excess Proceeds."

         (d) Within five days of each date on which the aggregate amount of
Excess Proceeds exceeds $25.0 million, the Company will be required to make an
offer to all Holders of Notes and the Holders of Pari Passu Debt, to the extent
required by the terms thereof (an "Asset Sale Offer") to purchase the maximum
principal amount of Notes and Pari Passu Debt that may be purchased out of the
Excess Proceeds, at an offer price in cash in an amount equal to 100% of the
principal amount thereof plus, in each case, accrued and unpaid interest and
Liquidated Damages, if any, to the date of purchase, in accordance with the
procedures set forth in Section 3.09 or the agreements governing Pari Passu
Debt, as applicable; provided, however, that the Company may only purchase Pari
Passu Debt in an Asset Sale Offer that was issued pursuant to an indenture
having a provision substantially similar to this Section 4.10.

         (e) To the extent that the aggregate amount of Notes and Pari Passu
Debt tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds,
the Company may use any remaining Excess Proceeds for general corporate
purposes.

         (f) If the aggregate principal amount of Notes and Pari Passu Debt
surrendered exceeds the amount of Excess Proceeds, the Trustee shall select the
Notes and Pari Passu Debt to be purchased on a pro rata basis, based upon the
principal amount thereof surrendered in such Asset Sale Offer.

         (g) Upon completion of such offer to purchase, the amount of Excess
Proceeds shall be reset at zero.


SECTION 4.11.                TRANSACTIONS WITH AFFILIATES.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, sell, lease, transfer or otherwise dispose of any of
its properties or assets to, or purchase any property or assets from, or enter
into or make any contract, agreement, understanding, loan, advance or guarantee
with, or for the benefit of, any Affiliate (each of the foregoing, an "Affiliate
Transaction"), unless (i) such Affiliate Transaction is on terms that are no
less favorable to the Company or the relevant Restricted Subsidiary than those
that would have been obtained in a comparable transaction by the Company or such
Restricted Subsidiary with an unrelated Person and (ii) the Company delivers to
the Holders (a) with respect to any Affiliate Transaction or series of related
Affiliate Transactions involving aggregate consideration in excess of $25.0


                                      -54-
<PAGE>


million, a resolution of the Board of Directors set forth in an Officers'
Certificate certifying that such Affiliate Transaction complies with clause (i)
above and that such Affiliate Transaction has been approved by a majority of the
disinterested members of the Board of Directors and a majority of the
Independent Directors and (b) with respect to any Affiliate Transaction or
series of related Affiliate Transactions involving aggregate consideration in
excess of $25.0 million, an opinion as to the fairness to the Company or such
Restricted Subsidiary of such Affiliate Transaction from a financial point of
view issued by an investment banking firm of national standing; provided that
the Company shall not, and shall not permit any of its Restricted Subsidiaries
to, engage in any Affiliate Transaction involving aggregate consideration in
excess of $1.0 million at any time that there is not at least one Independent
Director on the Company's Board of Directors; and provided further that (w) any
employment agreement entered into by the Company or any of its Restricted
Subsidiaries in the ordinary course of business and consistent with the past
practice of the Company or such Restricted Subsidiary, (x) transactions between
or among the Company and/or its Restricted Subsidiaries, (y) the payment of any
dividend on, or the issuance of additional Subordinated Notes in exchange for,
the Series A Preferred Stock and Series B Preferred Stock, provided that such
dividends are paid on a pro rata basis and the additional Subordinated Notes are
issued in accordance with the applicable Certificate of Designation, and (z)
transactions permitted by Section 4.07 hereof, in each case, shall not be deemed
Affiliate Transactions.


SECTION 4.12.                LIENS.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly create, incur, assume or
suffer to exist any Lien on any asset now owned or hereafter acquired, or any
income or profits therefrom or assign or convey any right to receive income
therefrom, except Permitted Liens.


SECTION 4.13. LIMITATION OF CERTAIN SUBSIDIARY INDEBTEDNESS AND PREFERRED STOCK.

                  Notwithstanding any other provision of this Indenture to the
contrary, the Company will not permit any of its Restricted Subsidiaries to
incur any Indebtedness (other than Eligible Indebtedness) or to issue any
Disqualified Stock; provided that any Restricted Subsidiary that is a Subsidiary
Guarantor may incur Indebtedness (whether or not such Indebtedness is Eligible
Indebtedness) or issue Disqualified Stock if such incurrence or issuance is
permitted under Section 4.09 hereof, provided further that notwithstanding the
immediately preceding proviso, in no event shall the Company permit any of its
Restricted Subsidiaries to incur any Indebtedness represented by senior secured
bonds or other senior secured securities, unless such Subsidiary is a Subsidiary
Guarantor and its Subsidiary Guarantee is secured on an equal and ratable basis
with other such other senior secured bonds or other senior secured securities.


                                      -55-
<PAGE>


SECTION 4.14.                  CONTINUED EXISTENCE.

                  Subject to Article 5 hereof, the Company shall do or cause to
be done all things necessary to preserve and keep in full force and effect (i)
its corporate existence, and the corporate, partnership or other existence of
each of its Restricted Subsidiaries, in accordance with the respective
organizational documents (as the same may be amended from time to time) of the
Company or any such Restricted Subsidiary and (ii) the rights (charter and
statutory), licenses and franchises of the Company and any of its Restrictive
Subsidiaries; provided, however, that the Company shall not be required to
preserve any such right, license or franchise, or the corporate, partnership or
other existence of any of its Restricted Subsidiaries, if the Board of Directors
shall determine that the preservation thereof is no longer desirable in the
conduct of the business of the Company and its Restricted Subsidiaries, taken as
a whole, and that the loss thereof is not adverse in any material respect to the
Holders of the Notes.


SECTION 4.15.                 OFFER TO REPURCHASE UPON CHANGE OF CONTROL.

         (a) Upon the occurrence of a Change of Control, each Holder of
Notes shall have the right to require the Company to repurchase all or any part
(but not, in the case of any Holder requiring the Company to purchase less than
all of the Notes held by such Holder, any Note in principal amount less than
$1,000) of such Holder's Notes pursuant to the offer described below (the
"Change of Control Offer") at an offer price in cash equal to 101% of the
aggregate principal amount thereof plus accrued and unpaid interest and
Liquidated Damages, if any, thereon to the date of purchase (the "Change of
Control Payment").

         (b) Within ten days following any Change of Control, the Company
shall mail a notice to each Holder, with a copy to the Trustee, stating: (1) a
description of the transaction or transactions that constitute the Change of
Control; (2) that the Change of Control Offer is being made pursuant to this
Section 4.15 and that all Notes tendered shall be accepted for payment; (3) the
purchase price and the purchase date, which shall be no later than 30 Business
Days from the date such notice is mailed (the "Change of Control Payment Date");
(4) that any Note not tendered shall continue to accrue interest; (5) that,
unless the Company defaults in the payment of the Change of Control Payment, all
Notes accepted for payment pursuant to the Change of Control Offer shall cease
to accrue interest after the Change of Control Payment Date; (6) that Holders
electing to have any Notes purchased pursuant to a Change of Control Offer shall
be required to surrender the Notes, with the form entitled "Option of Holder to
Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at
the address specified in the notice prior to the close of business on the third
Business Day preceding the Change of Control Payment Date; (7) that Holders
shall be entitled to withdraw their election if the Paying Agent receives, not
later than the close of business on the second Business Day preceding the Change
of Control Payment Date, a telegram, telex, facsimile, transmission or letter
setting forth the name of the Holder, the principal amount of Notes delivered
for purchase, and a statement that such Holder is withdrawing his election to
have the Notes purchased; and (8) that Holders whose Notes are being purchased
only in part shall be issued new Notes equal in principal amount to the
unpurchased portion of the Notes surrendered, which unpurchased portion must be
equal to $1,000 in principal amount or an integral multiple thereof. The Company
will comply with the requirements of Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder to the extent such laws and
regulations are applicable in connection with the repurchase of the Notes as a
result of a Change of Control.


                                      -56-
<PAGE>


         (c) On or prior to 10:00 a.m. Eastern Time on the Change of Control
Payment Date, the Company shall, to the extent lawful, (1) accept for payment
all Notes or portions thereof properly tendered pursuant to the Change of
Control Offer, (2) deposit with the Paying Agent an amount equal to the Change
of Control Payment in respect of all Notes or portions thereof so tendered and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted
together with an Officers' Certificate stating the aggregate principal amount of
Notes or portions thereof being purchased by the Company. The Paying Agent will
promptly mail to each Holder of Notes so tendered the Change of Control Payment
for such Notes, and the Trustee will promptly authenticate and mail (or cause to
be transferred by book entry) to each Holder a new Note equal in principal
amount to any unpurchased portion of the Notes surrendered, if any. The Company
will publicly announce the results of the Change of Control Offer on or as soon
as practicable after the Change of Control Payment Date.

         (d) The Company shall not be required to make a Change of Control Offer
upon a Change of Control if a third party makes the Change of Control Offer in
the manner, at the times and otherwise in compliance with the requirements set
forth in this Section 4.15 and purchases all Notes validly tendered and not
withdrawn under such Change of Control Offer.


SECTION 4.16.     LIMITATION ON ISSUANCES AND SALES OF CAPITAL STOCK OF WHOLLY
                  OWNED RESTRICTED SUBSIDIARIES.

                  The Company (i) shall not, and shall not permit any Wholly
Owned Restricted Subsidiary of the Company to, transfer, convey, sell or
otherwise dispose of any Capital Stock of any Wholly Owned Restricted Subsidiary
of the Company to any Person (other than the Company or a Wholly Owned
Restricted Subsidiary of the Company), unless (a) such transfer, conveyance,
sale, lease or other disposition is of all the Capital Stock of such Wholly
Owned Restricted Subsidiary and (b) the cash Net Proceeds from such transfer,
conveyance, sale, lease or other disposition are applied in accordance with
Section 4.10 hereof and (ii) shall not permit any Wholly Owned Restricted
Subsidiary of the Company to issue any of its Equity Interests (other than, if
necessary, shares of its Capital Stock constituting directors' qualifying
shares) to any Person other than to the Company or a Wholly Owned Restricted
Subsidiary of the Company.


SECTION 4.17.      LIMITATION ON ISSUANCE OF SUBSIDIARY GUARANTEES.

         (a) The Company shall not permit any Restricted Subsidiary to guarantee
the payment of any Indebtedness of the Company or any Indebtedness of any
Subsidiary Guarantor (in each case, the "Guaranteed Debt"; the Company or the
Subsidiary Guarantor that is primarily liable on the Guaranteed Debt being the
"Obligor") unless (i) if such Restricted Subsidiary is not a Subsidiary
Guarantor, such Restricted Subsidiary simultaneously executes and delivers a
supplemental indenture to this Indenture in form attached hereto as Exhibit E


                                      -57-
<PAGE>


providing for a guarantee (a "Subsidiary Guarantee") of payment of the Notes by
such Restricted Subsidiary, (ii) if the Guaranteed Debt is by its express terms
subordinated in right of payment to the Notes or the Subsidiary Guarantee of
such Obligor, any such guarantee of such Subsidiary Guarantor with respect to
the Guaranteed Debt shall be subordinated in right of payment to such Subsidiary
Guarantor's Subsidiary Guarantee with respect to the Notes substantially to the
same extent as the Guaranteed Debt is subordinated to the Notes or the
Subsidiary Guarantee of such Obligor, (iii) such Restricted Subsidiary waives
and will not in any manner whatsoever claim or take the benefit or advantage of,
any rights of reimbursement indemnity or subrogation or any other rights against
the Company or any other Restricted Subsidiary as a result of any payment by
such Restricted Subsidiary under its Subsidiary Guarantee and (iv) such
Restricted Subsidiary shall deliver to the Trustee an opinion of counsel to the
effect that (A) such Subsidiary Guarantee of the Notes has been duly executed
and authorized and (B) such Subsidiary Guarantee of the Notes constitutes a
valid, binding and enforceable obligation of such Restricted Subsidiary, except
insofar as enforcement thereof may be limited by bankruptcy, insolvency or
similar laws (including, without limitation, all laws relating to fraudulent
transfers) and except insofar as enforcement thereof is subject to general
principles of equity.

         (b) No Subsidiary Guarantor may consolidate with or merge with or into
(whether or not such Subsidiary Guarantor is the surviving Person), another
corporation, Person or entity whether or not affiliated with such Subsidiary
Guarantor unless (i) subject to the provisions of Section 4.17(c) hereof, the
Person formed by or surviving any such consolidation or merger (if other than
such Subsidiary Guarantor) assumes all the obligations of such Subsidiary
Guarantor pursuant to a supplemental indenture in the form attached hereto as
Exhibit E, under the Notes, the Indenture and the Registration Rights Agreement;
(ii) immediately after giving effect to such transaction no Default or Event of
Default exists; and (iii) the Company would be permitted to incur $1.00 of
additional Indebtedness pursuant to the Indebtedness to Adjusted Operating Cash
Flow Ratio described in Section 4.09(a) hereof.

         (c) In the event of a sale or other disposition of all of the assets of
any Subsidiary Guarantor, by way of merger, consolidation or otherwise, or a
sale or other disposition of all of the capital stock of any Subsidiary
Guarantor, then such Subsidiary Guarantor (in the event of a sale or other
disposition, by way of such a merger, consolidation or otherwise, of all the
capital stock of such Subsidiary Guarantor) or the corporation acquiring the
property (in the event of a sale or other disposition of all of the assets of
such Subsidiary Guarantor) will be released and relieved of any obligation under
its Subsidiary Guarantee; provided that the Net Proceeds of such sale or other
disposition shall be applied in accordance with Section 4.10 hereof.

         (d) Any Subsidiary Guarantor that is designated as an Unrestricted
Subsidiary in accordance with the terms of this Indenture will be released and
relieved of its obligations under its Subsidiary Guarantee for so long as such
Subsidiary is so designated.



SECTION 4.18.               NO AMENDMENT OF SUBORDINATION PROVISIONS.

                  Without the consent of each Holder of Notes outstanding, the
Company shall not amend, modify or alter the Subordinated Exchange Note
Indenture or the 2001 Senior Subordinated Indenture in any way that will (i)

                                      -58-
<PAGE>


increase the rate of or change the time for payment of interest on any
Subordinated Exchange Notes or the 2001 Senior Subordinated Notes, (ii) increase
the principal of, advance the final maturity date of or shorten the Weighted
Average Life to Maturity of any Subordinated Exchange Notes or the 2001 Senior
Subordinated Notes, (iii) alter the redemption provisions or the price or terms
at which the Company is required to offer to purchase such Subordinated Exchange
Notes or the 2001 Senior Subordinated Notes in a manner that would be adverse to
any Holder of Notes or (iv) amend the provisions of Article 10 of the
Subordinated Exchange Note Indenture or the 2001 Senior Subordinated Indenture
(which relate to subordination).


                                   ARTICLE 5.
                                   SUCCESSORS


SECTION 5.01.               MERGER, CONSOLIDATION, OR SALE OF ASSETS.

                  The Company shall not consolidate or merge with or into
(whether or not the Company is the surviving corporation), or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of its
properties or assets in one or more related transactions, to another
corporation, Person or entity unless (i) the Company is the surviving
corporation or the entity or the Person formed by or surviving any such
consolidation or merger (if other than the Company) or to which such sale,
assignment, transfer, lease, conveyance or other disposition shall have been
made is a corporation organized or existing under the laws of the United States,
any state thereof or the District of Columbia; (ii) the entity or Person formed
by or surviving any such consolidation or merger (if other than the Company) or
the entity or Person to which such sale, assignment, transfer, lease, conveyance
or other disposition shall have been made assumes all the Obligations of the
Company under the Notes, this Indenture and the Registration Rights Agreement
pursuant to a supplemental indenture in a form reasonably satisfactory to the
Trustee; (iii) immediately after such transaction no Default or Event of Default
exists; (iv) the Company or the entity or Person formed by or surviving any such
consolidation or merger (if other than the Company), or to which such sale,
assignment, transfer, lease, conveyance or other disposition shall have been
made will, at the time of such transaction and after giving pro forma effect
thereto as if such transaction had occurred at the beginning of the applicable
four-quarter period, be permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Indebtedness to Adjusted Operating Cash Flow Ratio
set forth in Section 4.09(a) hereof and (v) each Subsidiary Guarantor, if any,
unless it is the other party to the transactions described above, shall have by
supplemental indenture confirmed that its Subsidiary Guarantee shall apply to
such Person's obligations under the Indenture, the Notes and the Registration
Rights Agreement.


SECTION 5.02.                       SUCCESSOR CORPORATION SUBSTITUTED.

                  Upon any consolidation or merger, or any sale, assignment,
transfer, lease, conveyance or other disposition of all or substantially all of
the assets of the Company in accordance with Section 5.01 hereof, the successor
corporation formed by such consolidation or into or with which the Company is
merged or to which such sale, assignment, transfer, lease, conveyance or other


                                      -59-
<PAGE>

disposition is made shall succeed to, and be substituted for (so that from and
after the date of such consolidation, merger, sale, lease, conveyance or other
disposition, the provisions of this Indenture referring to the "Company" shall
refer instead to the successor corporation and not to the Company), and may
exercise every right and power of the Company under this Indenture with the same
effect as if such successor Person had been named as the Company herein;
provided, however, that the predecessor Company shall not be relieved from the
obligation to pay the principal of and interest on the Notes except in the case
of a sale of all of the Company's assets that meets the requirements of Section
5.01 hereof.


                                    ARTICLE 6.
                              DEFAULTS AND REMEDIES


SECTION 6.01.                       EVENTS OF DEFAULT.

         An "Event of Default" occurs if:

         (a) the Company Defaults in the payment when due of interest on, or
Liquidated Damages, if any, with respect to, the Notes and such Default
continues for a period of 30 days;

         (b) the Company defaults in the payment when due of principal of or
premium, if any, on the Notes when the same becomes due and payable at maturity,
upon redemption or otherwise;

         (c) the Company fails to comply with any of the provisions of section
4.07, 4.09, 4.10, 4.15 or 5.01 hereof;

         (d) the Company or any Subsidiary fails to observe or perform any other
covenant, representation, warranty or other agreement in this Indenture or the
Notes for 60 days after notice to comply;

         (e) a default occurs under any mortgage, indenture or instrument under
which there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Company or any of its Restricted
Subsidiaries (on the payment of which is guaranteed by the Company or any of its
Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, or
is created after the date of this Indenture, which default (i) is caused by a
failure to pay principal of or premium, if any, or interest on such Indebtedness
prior to the expiration of the grace period provided in such Indebtedness on the
date of such default (a "Payment Default") or (ii) results in the acceleration
of such Indebtedness prior to its express maturity and, in each case, the
principal amount of such Indebtedness, together with the principal amount of any
other such Indebtedness under which there has been a Payment Default or the
maturity of which has been so accelerated, aggregates $25.0 million or more;

         (f) a final judgment or final judgments for the payment of money are
entered by a court or courts of competent jurisdiction against the Company or
any Restricted Subsidiary that would be a Significant Subsidiary and such
judgment or judgments remain unpaid, undischarged, or unstayed for a period of
60 days, provided that the aggregate of all such undischarged judgments exceeds
$25.0 million;

                                      -60-
<PAGE>


         (g) the Company or any of its Restricted Subsidiaries or any group of
Restricted Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary pursuant to or within the meaning of Bankruptcy Law:

                  (i) commences a voluntary case,

                  (ii) consents to the entry of an order for relief against it
         in an involuntary case,

                  (iii) consents to the appointment of a custodian of it or for
         all or substantially all of its property,

                  (iv) makes a general assignment for the benefit of its
         creditors, or

                  (v) generally is not paying its debts as they become due; or

         (h) a court of competent jurisdiction enters an order or decree under
any Bankruptcy Law that:

                  (i) is for relief against the Company or any of its Restricted
         Subsidiaries or any group of Restricted Subsidiaries that, taken as a
         whole, would constitute a Significant Subsidiary in an involuntary
         case;

                  (ii) appoints a custodian of the Company or any of its
         Restricted Subsidiaries or any group of Restricted Subsidiaries that,
         taken as a whole, would constitute a Significant Subsidiary or for all
         or substantially all of the property of the Company or any of its
         Restricted Subsidiaries or any group of Restricted Subsidiaries that,
         taken as a whole, would constitute a Significant Subsidiary; or

                  (iii) orders the liquidation of the Company or any of its
         Restricted Subsidiaries or any group of Restricted Subsidiaries that,
         taken as a whole, would constitute a Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days;
or

         (i) the termination of any Subsidiary Guarantee for any reason not
permitted by this Indenture, or the denial by any Subsidiary Guarantor or any
Person acting on behalf of any Subsidiary Guarantor of such Subsidiary
Guarantor's obligations under its respective Subsidiary Guarantee.

         The term "custodian" as used in this Article VI means any receiver,
trustee, assignee, liquidator or similar official under any Bankruptcy Law.


                                      -61-
<PAGE>

                  An Event of Default shall not be deemed to have occurred under
clause (c), (e) or (f) until the Trustee shall have received at the Corporate
Trust Office of the Trustee written notice from the Company or any of the
Holders or unless a Responsible Officer shall have actual knowledge of such
Event of Default. A Default under clause (e) is not an Event of Default until
the Trustee notifies the Company, or the Holders of at least 25% in principal
amount of the then outstanding Notes notify the Company and the Trustee, of the
Default and the Company does not cure the Default within 60 days after receipt
of the notice. The notice must specify the Default, demand that it be remedied
and state that the notice is a "Notice of Default."

                  In the case of any Event of Default pursuant to the provisions
of this Section 6.01 occurring by reason of any action (or inaction) willfully
taken (or not taken) by or on behalf of the Company with the intention of
avoiding payment of the premium that the Company would have had to pay if the
Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, an
equivalent premium shall also become and be immediately due and payable to the
extent permitted by law upon the acceleration of the Notes, anything in this
Indenture or in the Notes to the contrary notwithstanding; provided that the
Trustee shall not be under any duty to collect such premium on behalf of the
Holders until such time as Holders of at least 10% in principal amount of the
then outstanding Notes so notify the Trustee. If an Event of Default occurs
prior to January 15, 2006 by reason of any willful action (or inaction) taken
(or not taken) by or on behalf of the Company with the intention of avoiding the
prohibition on redemption of the Notes prior to January 15, 2006, then the
premium payable for purposes of this paragraph for each of the twelve month
period beginning on January 15 of the years set forth below shall be as set
forth in the following table expressed as a percentage of the amount that would
otherwise be due but for the provisions of this sentence, plus accrued interest,
if any, to the date of payment:



                   Year                            Percentage
                   ----                            ----------
                   2002                             116.877%
                   2003                             114.064%
                   2004                             111.251%
                   2005                             108.438%


SECTION 6.02.                       ACCELERATION.

                  If any Event of Default (other than an Event of Default
specified in clause (g) or (h) of Section 6.01 hereof) occurs and is continuing,
the Trustee or the Holders of at least 25% in principal amount of the then
outstanding Notes may declare all the Notes to be due and payable immediately.
Upon any such declaration, the principal of, premium, if any, and accrued and
unpaid interest and Liquidated Damages, if any, on the Notes shall become due
and payable immediately. Notwithstanding the foregoing, if an Event of Default
specified in clause (g) or (h) of Section 6.01 hereof occurs with respect to the
Company, any of its Restricted Subsidiaries that would constitute a Significant
Subsidiary, or any group of Restricted Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary, all outstanding Notes shall be due
and payable immediately without further action or notice. Holders of the Notes
may not enforce this Indenture or the Notes except as provided in this
Indenture. Subject to certain limitations, Holders of a majority in principal
amount of the then outstanding Notes may direct the Trustee in its exercise of
any trust or power.


                                      -62-
<PAGE>

SECTION 6.03.                       OTHER REMEDIES.

                  If an Event of Default occurs and is continuing, the Trustee
may pursue any available remedy to collect the payment of principal, premium, if
any, and interest on the Notes or to enforce the performance of any provision of
the Notes or this Indenture.

                  The Trustee may maintain a proceeding even if it does not
possess any of the Notes or does not produce any of them in the proceeding. A
delay or omission by the Trustee or any Holder of a Note in exercising any right
or remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. All remedies
are cumulative to the extent permitted by law.


SECTION 6.04.                       WAIVER OF PAST DEFAULTS.

                  Holders of not less than a majority in aggregate principal
amount of the then outstanding Notes by notice to the Trustee may on behalf of
the Holders of all of the Notes waive an existing Default or Event of Default
and its consequences hereunder, except a continuing Default or Event of Default
in the payment of the principal of, premium, if any, or interest on, the Notes
(including in connection with an offer to purchase) (provided, however, that the
Holders of a majority in aggregate principal amount of the then outstanding
Notes may rescind an acceleration and its consequences, including any related
payment default that resulted from such acceleration). Upon any such waiver,
such Default shall cease to exist, and any Event of Default arising therefrom
shall be deemed to have been cured for every purpose of this Indenture; but no
such waiver shall extend to any subsequent or other Default or impair any right
consequent thereon.


SECTION 6.05.                       CONTROL BY MAJORITY.

                  Holders of a majority in principal amount of the then
outstanding Notes may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on it. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture that the Trustee determines
may be unduly prejudicial to the rights of other Holders of Notes or that may
involve the Trustee in personal liability.


SECTION 6.06.                       LIMITATION ON SUITS.

                  A Holder of a Note may pursue a remedy with respect to this
Indenture or the Notes only if:

         (a) the Holder of a Note gives to the Trustee written notice of a
continuing Event of Default;


                                      -63-
<PAGE>

         (b) the Holders of at least 25% in principal amount of the then
outstanding Notes make a written request to the Trustee to pursue the remedy;

         (c) such Holder of a Note or Holders of Notes offer and, if requested,
provide to the Trustee indemnity satisfactory to the Trustee against any loss,
liability or expense;

         (d) the Trustee does not comply with the request within 60 days after
receipt of the request and the offer and, if requested, the provision of
indemnity; and

         (e) during such 60-day period the Holders of a majority in principal
amount of the then outstanding Notes do not give the Trustee a direction
inconsistent with the request.

                  A Holder of a Note may not use this Indenture to prejudice the
rights of another Holder of a Note or to obtain a preference or priority over
another Holder of a Note.


SECTION 6.07.                  RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT.

                  Notwithstanding any other provision of this Indenture, the
right of any Holder of a Note to receive payment of principal, premium, if any,
and interest on the Note, on or after the respective due dates expressed in the
Note (including in connection with an offer to purchase), or to bring suit for
the enforcement of any such payment on or after such respective dates, shall not
be impaired or affected without the consent of such Holder.


SECTION 6.08.                  COLLECTION SUIT BY TRUSTEE.

                  If an Event of Default specified in Section 6.01(a) or (b)
occurs and is continuing, the Trustee is authorized to recover judgment in its
own name and as Trustee of an express trust against the Company for the whole
amount of principal of, premium, if any, and interest remaining unpaid on the
Notes and interest on overdue principal and, to the extent lawful, interest and
such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.


SECTION 6.09.                  TRUSTEE MAY FILE PROOFS OF CLAIM.

                  The Trustee is authorized to file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel) and
the Holders of the Notes allowed in any judicial proceedings relative to the
Company (or any other obligor upon the Notes), its creditors or its property and
shall be entitled and empowered to collect, receive and distribute any money or
other property payable or deliverable on any such claims and any custodian in
any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee, and in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any


                                      -64-
<PAGE>


amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.07 hereof. To the extent that the payment of any such
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07 hereof out
of the estate in any such proceeding, shall be denied for any reason, payment of
the same shall be secured by a Lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other properties that the
Holders may be entitled to receive in such proceeding whether in liquidation or
under any plan of reorganization or arrangement or otherwise. Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.


SECTION 6.10.                       PRIORITIES.

                  If the Trustee collects any money pursuant to this Article, it
shall pay out the money in the following order:

                  First: to the Trustee, its agents and attorneys for amounts
due under Section 7.07 hereof, including payment of all compensation, expense
and liabilities incurred, and all advances made, by the Trustee and the costs
and expenses of collection;

                  Second: to Holders of Notes for amounts due and unpaid on the
Notes for principal, premium, if any, and interest, ratably, without preference
or priority of any kind, according to the amounts due and payable on the Notes
for principal, premium, if any, and interest, respectively; and

                  Third: to the Company or to such party as a court of competent
jurisdiction shall direct.

                  The Trustee may fix a record date and payment date for any
payment to Holders of Notes pursuant to this Section 6.10.


SECTION 6.11.                UNDERTAKING FOR COSTS.

                  In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as a Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section does not apply to a suit by the Trustee, a suit by a
Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more
than 10% in principal amount of the then outstanding Notes.


                                      -65-
<PAGE>

                                   ARTICLE 7.
                                    TRUSTEE


SECTION 7.01.               DUTIES OF TRUSTEE.

         (a) If an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in its exercise, as a prudent person would
exercise or use under the circumstances in the conduct of its own affairs.

         (b) Except during the continuance of an Event of Default:

                  (i) the duties of the Trustee shall be determined solely by
         the express provisions of this Indenture and the Trustee need perform
         only those duties that are specifically set forth in this Indenture and
         no others, and no implied covenants or obligations shall be read into
         this Indenture against the Trustee; and

                  (ii) in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture. However, the Trustee shall examine the certificates and
         opinions to determine whether or not they conform to the requirements
         of this Indenture.

         (c) The Trustee may not be relieved from liabilities for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

                  (i) this paragraph does not limit the effect of paragraph (b)
         of this Section;

                  (ii) the Trustee shall not be liable for any error of judgment
         made in good faith by a Responsible Officer, unless it is proven that
         the Trustee was negligent in ascertaining the pertinent facts; and

                  (iii) the Trustee shall not be liable with respect to any
         action it takes or omits to take in good faith in accordance with a
         direction received by it pursuant to Section 6.05 hereof.

         (d) Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b), and (c) of this Section.

         (e) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or incur any liability. The Trustee shall be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders, unless such Holders shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.


                                      -66-
<PAGE>


         (f) The Trustee shall not be liable for interest on any money received
by it except as the Trustee may agree in writing with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.


SECTION 7.02.                       RIGHTS OF TRUSTEE.

         (a) The Trustee may conclusively rely upon any document believed by it
to be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document.

         (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel, accountants and other skilled persons and the advice of such counsel,
accountants and other skilled persons or any Opinion of Counsel shall be full
and complete authorization and protection from liability in respect of any
action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.

         (c) The Trustee may act through its attorneys and agents and shall not
be responsible for the misconduct or negligence of any attorney or agent
appointed with due care.

         (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

         (e) Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Company shall be in writing and
shall be sufficient if signed by an Officer of the Company.

         (f) The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders unless such Holders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
that might be incurred by it in compliance with such request or direction.


SECTION 7.03.                       INDIVIDUAL RIGHTS OF TRUSTEE.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Notes and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the SEC for
permission to continue as trustee or resign. Any Agent may do the same with like
rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

                                      -67-
<PAGE>


SECTION 7.04.                TRUSTEE'S DISCLAIMER.

                  The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Indenture or the Notes, it
shall not be accountable for the Company's use of the proceeds from the Notes or
any money paid to the Company or upon the Company's direction under any
provision of this Indenture, it shall not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee,
and it shall not be responsible for any statement or recital herein or any
statement in the Notes or any other document in connection with the sale of the
Notes or pursuant to this Indenture other than its certificate of
authentication.


SECTION 7.05.                NOTICE OF DEFAULTS.

                  If a Default or Event of Default occurs and is continuing and
if a Responsible Officer of the Trustee has actual knowledge of such Default or
Event of Default, the Trustee shall mail to Holders of Notes a notice of the
Default or Event of Default within 90 days after it occurs. Except in the case
of a Default or Event of Default in payment of principal of, or interest or
Liquidated Damages, if any, on, any Note, the Trustee may withhold the notice if
and so long as a committee of its Responsible Officers in good faith determines
that withholding the notice is in the interests of the Holders of the Notes.


SECTION 7.06.               REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES.

                  Within 60 days after each May 15 beginning with the May 15
following the date of this Indenture, and for so long as Notes remain
outstanding, the Trustee shall mail to the Holders of the Notes a brief report
dated as of such reporting date that complies with TIA ss. 313(a) (but if no
event described in TIA ss. 313(a) has occurred within the twelve months
preceding the reporting date, no report need be transmitted). The Trustee also
shall comply with TIA ss. 313(b)(2). The Trustee shall also transmit by mail all
reports as required by TIA ss. 313(c). A copy of each report at the time of its
mailing to the Holders of Notes shall be mailed to the Company and filed with
the SEC and each stock exchange on which the Notes are listed in accordance with
TIA ss. 313(d). The Company shall promptly notify the Trustee when the Notes are
listed on any stock exchange.


SECTION 7.07.                COMPENSATION AND INDEMNITY.

                  The Company shall pay to the Trustee from time to time such
compensation for its acceptance of this Indenture and services hereunder as the
Company and Trustee have separately agreed. The Trustee's compensation shall not
be limited by any law on compensation of a trustee of an express trust. The
Company shall reimburse the Trustee promptly upon request for all reasonable
disbursements, advances and expenses incurred or made by it in addition to the
compensation for its services. Such expenses shall include the reasonable
compensation, disbursements and expenses of the Trustee's agents and counsel.


                                      -68-
<PAGE>

                  The Company shall indemnify the Trustee against any and all
losses, liabilities or expenses incurred by it arising out of or in connection
with the acceptance or administration of its duties under this Indenture,
including the costs and expenses of enforcing this Indenture against the Company
(including this Section 7.07) and defending itself against any claim (whether
asserted by the Company or any Holder or any other person) or liability in
connection with the exercise or performance of any of its powers or duties
hereunder, except to the extent any such loss, liability or expense is
determined by a court of competent jurisdiction to be attributable to its
negligence or bad faith. The Trustee shall notify the Company promptly of any
claim for which it may seek indemnity. Failure by the Trustee to so notify the
Company shall not relieve the Company of its obligations hereunder. The Company
shall defend the claim and the Trustee shall cooperate in the defense. The
Trustee may have separate counsel and the Company shall pay the reasonable fees
and expenses of such counsel. The Company need not pay for any settlement made
without its consent, which consent shall not be unreasonably withheld.

                  The obligations of the Company under this Section 7.07 shall
survive the satisfaction and discharge of this Indenture and the resignation or
removal of the Trustee.

                  To secure the Company's payment obligations in this Section,
the Trustee shall have a Lien prior to the Notes on all money or property held
or collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes. Such Lien shall survive the satisfaction and
discharge of this Indenture and the resignation or removal of the Trustee.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(g) or (h) hereof occurs, the expenses
and the compensation for the services (including the fees and expenses of its
agents and counsel) are intended to constitute expenses of administration under
any Bankruptcy Law.

                  The Trustee shall comply with the provisions of TIA ss.
313(b)(2) to the extent applicable.


SECTION 7.08.                 REPLACEMENT OF TRUSTEE.

                  A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section.

                  The Trustee may resign in writing at any time and be
discharged from the trust hereby created by so notifying the Company. The
Holders of a majority in principal amount of the then outstanding Notes may
remove the Trustee by so notifying the Trustee and the Company in writing. The
Company may remove the Trustee if:

         (a) the Trustee fails to comply with Section 7.10 hereof;

         (b) the Trustee is adjudged a bankrupt or an insolvent or an order for
relief is entered with respect to the Trustee under any Bankruptcy Law;

                                      -69-
<PAGE>

         (c) a custodian or public officer takes charge of the Trustee or its
property; or

         (d) the Trustee becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the
Holders of a majority in principal amount of the then outstanding Notes may
appoint a successor Trustee to replace the successor Trustee appointed by the
Company.

                  If a successor Trustee does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company, or the Holders of at least 10% in principal amount of the then
outstanding Notes may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

                  If the Trustee, after written request by any Holder of a Note
who has been a Holder of a Note for at least six months, fails to comply with
Section 7.10, such Holder of a Note may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders of the Notes. The retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee, provided all sums
owing to the Trustee hereunder have been paid and subject to the Lien provided
for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant
to this Section 7.08, the Company's obligations under Section 7.07 hereof shall
continue for the benefit of the retiring Trustee.


SECTION 7.09.                 SUCCESSOR TRUSTEE BY MERGER, ETC.

                  If the Trustee consolidates, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation, the successor corporation without any further act shall be the
successor Trustee.


SECTION 7.10.                 ELIGIBILITY; DISQUALIFICATION.

                  There shall at all times be a Trustee hereunder that is a
corporation organized and doing business under the laws of the United States of
America or of any state thereof that is authorized under such laws to exercise
corporate trust powers, that is subject to supervision or examination by federal
or state authorities and that has a combined capital and surplus of at least
$100 million as set forth in its most recent published annual report of
condition.

                                      -70-
<PAGE>

                  This Indenture shall always have a Trustee who satisfies the
requirements of TIA ss. 310(a)(1), (2) and (5). The Trustee is subject to TIA
ss. 310(b).


SECTION 7.11.       PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

                  The Trustee is subject to TIA ss. 311(a), excluding any
creditor relationship listed in TIA ss. 311(b). A Trustee who has resigned or
been removed shall be subject to TIA ss. 311(a) to the extent indicated therein.


                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE


SECTION 8.01.      OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

                  The Company may, at the option of its Board of Directors
evidenced by a resolution set forth in an Officers' Certificate, at any time,
elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding
Notes upon compliance with the conditions set forth below in this Article 8.


SECTION 8.02.       LEGAL DEFEASANCE AND DISCHARGE.

                  Upon the Company's exercise under Section 8.01 hereof of the
option applicable to this Section 8.02, the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to
have been discharged from its obligations with respect to all outstanding Notes
on the date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to be "outstanding" only for
the purposes of Section 8.05 hereof and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all of its other
Obligations under such Notes and this Indenture (and the Trustee, on demand of
and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder: (a) the rights of Holders of
outstanding Notes to receive solely from the trust fund described in Section
8.04 hereof, and as more fully set forth in such Section, payments in respect of
the principal of, premium, if any, and interest and Liquidated Damages, if any,
on such Notes when such payments are due, (b) the Company's obligations with
respect to such Notes under Article 2 and Section 4.02 hereof, (c) the rights,
powers, trusts, duties and immunities of the Trustee hereunder, and the
Company's obligations in connection therewith and (d) this Article 8. Subject to
compliance with this Article 8, the Company may exercise its option under this
Section 8.02 notwithstanding the prior exercise of its option under Section 8.03
hereof.

                                      -71-
<PAGE>

SECTION 8.03.                       COVENANT DEFEASANCE.

                  Upon the Company's exercise under Section 8.01 hereof of the
option applicable to this Section 8.03, the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be released
from its obligations under the covenants contained in Sections 3.09, 4.07, 4.08,
4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18 and 5.01 hereof with
respect to the outstanding Notes on and after the date the conditions set forth
below are satisfied (hereinafter, "Covenant Defeasance"), and the Notes shall
thereafter be deemed not "outstanding" for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
"outstanding" for all other purposes hereunder (it being understood that such
Notes shall not be deemed outstanding for accounting purposes). For this
purpose, Covenant Defeasance means that, with respect to the "outstanding"
Notes, the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such covenant or by reason of any reference in any such covenant to any
other provision herein or in any other document and such omission to comply
shall not constitute a Default or an Event of Default under Section 6.01 hereof,
but, except as specified above, the remainder of this Indenture and such Notes
shall be unaffected thereby. In addition, upon the Company's exercise under
Section 8.01 hereof of the option applicable to this Section 8.03, subject to
the satisfaction of the conditions set forth in Section 8.04 hereof, Sections
6.01(d) through 6.01(f) hereof shall not constitute Events of Default.


SECTION 8.04.        CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

                  The following shall be the conditions to the application of
either Section 8.02 or 8.03 hereof to the outstanding Notes:

                  In order to exercise either Legal Defeasance or Covenant
Defeasance:

         (a) the Company must irrevocably deposit with the Trustee, in trust,
for the benefit of the Holders of the Notes, cash in United States dollars,
non-callable Government Securities, or a combination thereof, in such amounts as
will be sufficient, in the opinion of a nationally recognized firm of
independent public accountants, to pay the principal of, interest and premium
and Liquidated Damages, if any, on the outstanding Notes on the stated maturity
or on the applicable redemption date, as the case may be, and the Company must
specify whether the Notes are being defeased to maturity or to a particular
redemption date;

         (b) in the case of an election under Section 8.02 hereof, the Company
shall have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that (i) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling or (ii) since the date of this Indenture, there has been a change in the
applicable federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Legal Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Legal Defeasance had not occurred;

                                      -72-
<PAGE>

         (c) in the case of an election under Section 8.03 hereof, the Company
shall have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Covenant Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Covenant Defeasance had not occurred;

         (d) no Default or Event of Default shall have occurred and be
continuing on the date of such deposit (other than a Default or Event of Default
resulting from the borrowing of funds to be applied to such deposit) or insofar
as Sections 6.01(g) or (h) hereof are concerned, at any time in the period
ending on the 91st day after the date of deposit (or greater period of time in
which any such deposit of trust funds may remain subject to bankruptcy or
insolvency laws insofar as those apply to the deposit by the Company);

         (e) such Legal Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under any material agreement or
instrument (other than this Indenture) to which the Company or any of its
Subsidiaries is a party or by which the Company or any of its Subsidiaries is
bound;

         (f) the Company shall have delivered to the Trustee an Opinion of
Counsel to the effect that, as of the date of such opinion, (i) the trust funds
will not be subject to the rights of holders of Indebtedness other than the
Notes and (ii) assuming no intervening bankruptcy of the Company between the
date of deposit and the 91st day (or greater period of time in which any such
deposit of trust funds may remain subject to bankruptcy or insolvency laws
insofar as those apply to the deposit by the Company) following the deposit and
assuming no Holder of Notes is an insider of the Company, after the 91st day (or
later date until which any such deposit of trust funds may remain subject to
bankruptcy or insolvency laws insofar as those apply to the deposit by the
Company) following the deposit, the trust funds will not be subject to the
effects of any applicable bankruptcy, insolvency, reorganization or similar laws
affecting creditors' rights generally under any applicable United States or
state law;

         (g) the Company shall have delivered to the Trustee an Officers'
Certificate stating that the deposit was not made by the Company with the intent
of preferring the Holders of Notes over the other creditors of the Company or
with the intent of defeating, hindering, delaying or defrauding creditors of the
Company or others; and

         (h) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for or relating to the Legal Defeasance or the Covenant
Defeasance have been complied with.


                                      -73-
<PAGE>


SECTION 8.05. DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST;
              OTHER MISCELLANEOUS PROVISIONS.

                  Subject to Section 8.06 hereof, all money and non-callable
Government Securities (including the proceeds thereof) deposited with the
Trustee pursuant to Section 8.04 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium, if any, and interest, but
such money need not be segregated from other funds except to the extent required
by law.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the cash or non-callable
Government Securities deposited pursuant to Section 8.04 hereof or the principal
and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

                  Anything in this Article 8 to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon the
request of the Company any money or non-callable Government Securities held by
it as provided in Section 8.04 hereof which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee (which may be the opinion
delivered under Section 8.04(a) hereof), are in excess of the amount thereof
that would then be required to be deposited to effect an equivalent Legal
Defeasance or Covenant Defeasance.


SECTION 8.06.     REPAYMENT TO COMPANY.

                  Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of, premium
or interest or Liquidated Damages, if any, on any Note and remaining unclaimed
for two years after such principal, and premium, if any, or interest has become
due and payable shall be paid to the Company on its request or (if then held by
the Company) shall be discharged from such trust; and the Holder of such Note
shall thereafter, as a secured creditor, look only to the Company for payment
thereof, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Company as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company cause to be published once, in the New York Times and The Wall Street
Journal (national edition), notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the
date of such notification or publication, any unclaimed balance of such money
then remaining will be repaid to the Company.

                                      -74-
<PAGE>


SECTION 8.07.                   REINSTATEMENT.

                  If the Trustee or Paying Agent is unable to apply any United
States dollars or non-callable Government Securities in accordance with Section
8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of
any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the obligations of the Company under this
Indenture and the Notes shall be revived and reinstated as though no deposit had
occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee
or Paying Agent is permitted to apply all such money in accordance with Section
8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Company
makes any payment of principal of, premium or interest or Liquidated Damages, if
any, on any Note following the reinstatement of its obligations, the Company
shall be subrogated to the rights of the Holders of such Notes to receive such
payment from the money held by the Trustee or Paying Agent.


                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER


SECTION 9.01.                  WITHOUT CONSENT OF HOLDERS OF NOTES.

                  Notwithstanding Section 9.02 of this Indenture, the Company, a
Subsidiary Guarantor (with respect to a Subsidiary Guarantee or the Indenture to
which it is a party) and the Trustee may amend or supplement this Indenture, the
Notes or the Subsidiary Guarantees without the consent of any Holder of a Note:

         (a) to cure any ambiguity, defect or inconsistency;

         (b) to provide for uncertificated Notes in addition to or in place of
certificated Notes;

         (c) to provide for the assumption of the Company's or any Subsidiary
Guarantor's obligations to Holders of Notes in the case of a merger or
consolidation pursuant to Article 5 hereof, as applicable;

         (d) to make any change that would provide any additional rights or
benefits to the Holders of Notes or that does not adversely affect the legal
rights hereunder of any such Holder; or

         (e) to comply with the requirements of the SEC in order to effect or
maintain the qualification of this Indenture under the TIA or to allow any
Subsidiary Guarantor to guarantee the Notes.

                  Upon the request of the Company accompanied by a resolution of
the Board of Directors of the Company or a Subsidiary Guarantor, as applicable,
authorizing the execution of any such amended or supplemental Indenture, and
upon receipt by the Trustee of the documents described in Section 7.02 hereof,
the Trustee shall join with the Company or such Subsidiary Guarantor in the
execution of any amended or supplemental Indenture authorized or permitted by
the terms of this Indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into such amended or supplemental Indenture or Subsidiary
Guarantee that affects its own rights, duties or immunities under this Indenture
or otherwise.

                                      -75-
<PAGE>

SECTION 9.02.               WITH CONSENT OF HOLDERS OF NOTES.

                  Except as provided below in this Section 9.02, the Company, a
Subsidiary Guarantor (with respect to a Subsidiary Guarantee or the Indenture to
which it is a party) and the Trustee may amend or supplement this Indenture, the
Notes or the Subsidiary Guarantees may be amended or supplemented with the
consent of the Holders of at least a majority in principal amount of the Notes
then outstanding (including, without limitation, consents obtained in connection
with a purchase of, or tender offer or exchange offer for, Notes), and, subject
to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default
(other than a Default or Event of Default in the payment of the principal of,
premium or interest or Liquidated Damages, if any, on the Notes) or compliance
with any provision of this Indenture or the Notes may be waived with the consent
of the Holders of a majority in principal amount of the then outstanding Notes
(including, without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange offer for the Notes). Any amendment to the
provisions of Article 10 hereof including the related definitions will require
the consent of the Holders of at least 75% in aggregate principal amount of the
Notes then outstanding if such amendment would adversely affect the rights of
Holders of Notes.

                  Upon the request of the Company accompanied by a resolution of
the Board of Directors of the Company or a Subsidiary Guarantor, as applicable,
authorizing the execution of any such amended or supplemental Indenture, and
upon the filing with the Trustee of evidence satisfactory to the Trustee of the
consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of
the documents described in Section 7.02 hereof, the Trustee shall join with the
Company or such Subsidiary Guarantor in the execution of such amended or
supplemental Indenture unless such amended or supplemental Indenture affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise, in
which case the Trustee may in its discretion, but shall not be obligated to,
enter into such amended or supplemental Indenture.

                  It shall not be necessary for the consent of the Holders of
Notes under this Section 9.02 to approve the particular form of any proposed
amendment or waiver, but it shall be sufficient if such consent approves the
substance thereof.

                  After an amendment, supplement or waiver under this Section
9.02 becomes effective, the Company shall mail to the Holders of Notes affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amended or
supplemental Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the
Holders of a majority in aggregate principal amount of the Notes then
outstanding may waive compliance in a particular instance by the Company with
any provision of this Indenture or the Notes. However, without the consent of
each Holder affected, an amendment or waiver may not (with respect to any Notes
held by a non-consenting Holder):

                                      -76-
<PAGE>


         (a) reduce the principal amount of Notes whose Holders must consent to
an amendment, supplement or waiver;

         (b) reduce the principal of or change the fixed maturity of any Note or
alter the provisions with respect to the redemption of the Notes (other than
provisions relating to Sections 3.09, 4.10 and 4.15 hereof);

         (c) reduce the rate of or change the time for payment of interest,
including default interest, on any Note;

         (d) waive a Default or Event of Default in the payment of principal of
or interest or premium or Liquidated Damages, if any, on the Notes (except a
rescission of acceleration of the Notes by the Holders of a majority in
aggregate principal amount of the Notes and a waiver of the payment default that
resulted from such acceleration);

         (e) make any Note payable in money other than that stated in the Notes;

         (f) make any change in the provisions of this Indenture relating to
waivers of past Defaults or the rights of Holders of Notes to receive payments
of principal of or interest or premium or Liquidated Damages, if any, on the
Notes;

         (g) waive a redemption payment with respect to any Note (other than a
payment required by the provisions of Section 3.09, 4.10 or 4.15 hereof);

         (h) make any change in Section 6.04 or 6.07 hereof or in the foregoing
amendment and waiver provisions; or

         (i) except as provided in Article 8 hereof or otherwise in accordance
with the terms of this Indenture or any Subsidiary Guarantee, release a
Subsidiary Guarantor from its obligations under its Subsidiary Guarantee or make
any change in a Subsidiary Guarantee that would adversely affect the Holders of
the Notes.


SECTION 9.03.                COMPLIANCE WITH TRUST INDENTURE ACT.

                  Every amendment or supplement to this Indenture or the Notes
shall be set forth in an amended or supplemental Indenture that complies with
the TIA as then in effect.


SECTION 9.04.                REVOCATION AND EFFECT OF CONSENTS.

                  Until an amendment, supplement or waiver becomes effective, a
consent to it by a Holder of a Note is a continuing consent by the Holder of a
Note and every subsequent Holder of a Note or portion of a Note that evidences
the same debt as the consenting Holder's Notes, even if notation of the consent
is not made on any Notes. However, any such Holder of a Note or subsequent
Holder of a Note may revoke the consent as to its Notes if the Trustee receives
written notice of revocation before the date the waiver, supplement or amendment
becomes effective. An amendment, supplement or waiver becomes effective in
accordance with its terms and thereafter binds every Holder.


                                      -77-
<PAGE>

SECTION 9.05.               NOTATION ON OR EXCHANGE OF NOTES.

                  The Trustee may place an appropriate notation about an
amendment, supplement or waiver on any Notes thereafter authenticated. The
Company in exchange for all Notes may issue and the Trustee shall authenticate
new Notes that reflect the amendment, supplement or waiver.

                  Failure to make the appropriate notation or to issue new Notes
shall not affect the validity and effect of such amendment, supplement or
waiver.


SECTION 9.06.               TRUSTEE TO SIGN AMENDMENTS, ETC.

                  The Trustee shall sign any amendment or supplemental Indenture
authorized pursuant to this Article 9 if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
The Company may not sign an amendment or supplemental Indenture until its Board
of Directors approves it. If it does, the Trustee may, but need not, sign it. In
signing or refusing to sign such amendment or supplemental Indenture, the
Trustee shall be entitled to receive and, subject to Section 7.01 hereof, shall
be fully protected in relying upon, an Officers' Certificate and an Opinion of
Counsel as conclusive evidence that such amendment or supplemental Indenture is
authorized or permitted by this Indenture, that it is not inconsistent herewith,
and that it will be valid and binding upon the Company in accordance with its
terms.


                                   ARTICLE 10.
                                  MISCELLANEOUS


SECTION 10.01.              TRUST INDENTURE ACT CONTROLS.

                  If any provision of this Indenture limits, qualifies or
conflicts with the duties imposed by TIA ss.318(c), the imposed duties shall
control.


SECTION 10.02.              NOTICES.

                  Any notice or communication by the Company or the Trustee to
the others is duly given if in writing and delivered in Person or mailed by
first class mail (registered or certified, return receipt requested), telex,
telecopier or overnight air courier guaranteeing next day delivery, to the
others' address:


                                      -78-
<PAGE>



                  If to the Company:

                           Pegasus Satellite Communications, Inc.
                           c/o Pegasus Communications Management Company
                           225 City Line Avenue, Suite 200
                           Bala Cynwyd, PA 19004
                           Telecopier No.:  (610) 934-7072
                           Attention: Scott A. Blank

                  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.

                  If to the Trustee:

                           J.P. Morgan Trust Company, National Association
                           One Liberty Place, 52nd Floor
                           1650 Market Street
                           Philadelphia, PA  19103
                           Telecopier No.:  (215) 972-8372
                           Attention:  Institutional Trust Services

                  The Company or the Trustee, by notice to the others may
designate additional or different addresses for subsequent notices or
communications.

                  All notices and communications (other than those sent to
Holders) 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 the next Business Day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next day delivery,
except that notices and communications to the Trustee shall be deemed received
when actually received by it.

                  Any notice or communication to a Holder shall be mailed by
first class mail, certified or registered, return receipt requested, or by
overnight air courier guaranteeing next day delivery to its address shown on the
register kept by the Registrar. Any notice or communication shall also be so
mailed to any Person described in TIA ss. 313(c), to the extent required by the
TIA. Failure to mail a notice or communication to a Holder or any defect in it
shall not affect its sufficiency with respect to other Holders.

                                      -79-
<PAGE>


                  Except with respect to the Trustee, if a notice or
communication is mailed in the manner provided above within the time prescribed,
it is duly given, whether or not the addressee receives it.

                  If the Company mails a notice or communication to Holders, it
shall mail a copy to the Trustee and each Agent at the same time.


SECTION 10.03.     COMMUNICATION BY HOLDERS OF NOTES WITH OTHER
                   HOLDERS OF NOTES.

                  Holders may communicate pursuant to TIA ss. 312(b) with other
Holders with respect to their rights under this Indenture or the Notes. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA ss. 312(c).


SECTION 10.04.     CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

                  Upon any request or application by the Company to the Trustee
to take any action under this Indenture (other than authentication of the
Notes), the Company shall furnish to the Trustee:

         (a) an Officers' Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 10.05 hereof) stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been satisfied; and

         (b) an Opinion of Counsel in form and substance reasonably satisfactory
to the Trustee (which shall include the statements set forth in Section 10.05
hereof) stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been satisfied.


SECTION 10.05      STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

                  Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA ss. 314(a)(4)) shall comply with the provisions of TIA
ss. 314(e) and shall include:

         (a) a statement that the Person making such certificate or opinion has
read such covenant or condition;

         (b) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;

         (c) a statement that, in the opinion of such Person, he or she has made
such examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
satisfied; and


                                      -80-
<PAGE>

         (d) a statement as to whether or not, in the opinion of such Person,
such condition or covenant has been satisfied.


SECTION 10.06          RULES BY TRUSTEE AND AGENTS.

                  The Trustee may make reasonable rules for action by or at a
meeting of Holders. The Registrar or Paying Agent may make reasonable rules and
set reasonable requirements for its functions.


SECTION 10.07.         NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS,
                       EMPLOYEES AND STOCKHOLDERS.

                  No past, present or future director, officer, employee,
incorporator or stockholder of the Company, as such, shall have any liability
for any obligations of the Company under the Notes, this Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder of Notes by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for issuance of
the Notes.


SECTION 10.08.         GOVERNING LAW.


                  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE
USED TO CONSTRUE THIS INDENTURE AND THE NOTES.


SECTION 10.09.         NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

                  This Indenture may not be used to interpret any other
indenture, loan or debt agreement of the Company or its Subsidiaries or of any
other Person. Any such indenture, loan or debt agreement may not be used to
interpret this Indenture.


SECTION 10.10.         SUCCESSORS.

                  All agreements of the Company in this Indenture and the Notes
shall bind its respective successors. All agreements of the Trustee in this
Indenture shall bind its successors.


SECTION 10.11.         SEVERABILITY.

                  In case any provision in this Indenture or in the Notes shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.


                                      -81-
<PAGE>


SECTION 10.12          COUNTERPART ORIGINALS.

                  The parties may sign any number of copies of this Indenture.
Each signed copy shall be an original, but all of them together represent the
same agreement.


SECTION 10.13.         TABLE OF CONTENTS, HEADINGS, ETC.

                  The Table of Contents, Cross-Reference Table and Headings of
the Articles and Sections of this Indenture have been inserted for convenience
of reference only, are not to be considered a part of this Indenture and shall
in no way modify or restrict any of the terms or provisions hereof.


                                      -82-
<PAGE>


                                   SIGNATURES

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


                                   Very truly yours,


                                   PEGASUS SATELLITE COMMUNICATIONS, INC.



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


J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION



By: /s/ Constantine Hromych
-----------------------------
Name: Constantine Hromych
Title: Vice President

<PAGE>



                                   EXHIBIT A-1
                                 (Face of Note)

                11 1/4% [Series A][Series B] Senior Note due 2010

[Insert the Global Note Legend, if applicable pursuant to the provisions of the
Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions
of the Indenture]


CUSIP:
No:                                                          $______________

                     Pegasus Satellite Communications, Inc.

promises to pay to ______________ or registered assigns, the principal sum of
______________

Dollars on January 15, 2010.
Interest Payment Dates: January 15 and July 15.
Record Dates: January 1 and July 1.



                                       1


<PAGE>




                                   PEGASUS SATELLITE COMMUNICATIONS, INC.

                                   By:______________________________
                                   Name:
                                   Title:


This is one of the Notes referred to in the within-mentioned Indenture:


J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee

By: __________________________________
Authorized Officer

                                       2
<PAGE>



                                 (Back of Note)


               11 1/4% [Series A] [Series B] Senior Note due 2010

                  Capitalized terms used herein shall have the meanings assigned
to them in the Indenture referred to below unless otherwise indicated.

                  1. INTEREST. Pegasus Satellite Communications, Inc., a
Delaware corporation (the "Company"), promises to pay interest on the principal
amount of this Note at 11 1/4% per annum from December 19, 2001 until maturity
and shall pay the Liquidated Damages payable pursuant to Section 5 of the
Registration Rights Agreement referred to below. The Company will pay interest
and Liquidated Damages semi-annually on January 15 and July 15 of each year, or
if any such day is not a Business Day, on the next succeeding Business Day (each
an "Interest Payment Date"). Interest on the Notes will accrue from the most
recent date to which interest has been paid or, if no interest has been paid,
from the date of issuance; provided that if there is no existing Default in the
payment of interest, and if this Note is authenticated between a record date
referred to on the face hereof and the next succeeding Interest Payment Date,
interest shall accrue from such next succeeding Interest Payment Date; provided,
further, that the first Interest Payment Date shall be July 15, 2002. The
Company shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal and premium, if any, from time to
time on demand at a rate that is 1% per annum in excess of the rate then in
effect; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages (without regard to any applicable grace periods) from time to
time on demand at the same rate to the extent lawful. Interest will be computed
on the basis of a 360-day year of twelve 30-day months.

                  2. METHOD OF PAYMENT. The Company will pay interest on the
Notes (except defaulted interest) and Liquidated Damages to the Persons who are
registered Holders of Notes at the close of business on the January 1 or July 1
next preceding the Interest Payment Date, even if such Notes are canceled after
such record date and on or before such Interest Payment Date, except as provided
in Section 2.12 of the Indenture with respect to defaulted interest. The Notes
will be payable as to principal, premium and Liquidated Damages, if any, and
interest at the office or agency of the Company maintained for such purpose
within or without the City and State of New York, or, at the option of the
Company, payment of interest and Liquidated Damages may be made by check mailed
to the Holders at their addresses set forth in the register of Holders, and
provided that payment by wire transfer of immediately available funds will be
required with respect to principal of and interest, premium and Liquidated
Damages on, all Global Notes and all other Notes the Holders of which shall have
provided wire transfer instructions to the Company or the Paying Agent. Such
payment shall be in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts.

                  3. PAYING AGENT AND REGISTRAR. Initially, J.P. Morgan Trust
Company, National Association, the Trustee under the Indenture, will act as
Paying Agent and Registrar. The Company may change any Paying Agent or Registrar
without notice to any Holder. The Company may act in any such capacity.


                                       3
<PAGE>

                  4. INDENTURE. The Company issued the Notes under an Indenture
dated as of December 19, 2001 (the "Indenture") between the Company and the
Trustee. The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (15 U.S. Code ss.ss. 77aaa-77bbbb) (the "TIA"). The Notes are subject to
all such terms, and Holders are referred to the Indenture and the TIA for a
statement of such terms. The Notes are general obligations of the Company.

                  5. OPTIONAL REDEMPTION.

                  (a) The Notes will not be redeemable at the Company's option
prior to January 15, 2006. The Notes may be redeemed, in whole or in part, at
the option of the Company on or after January 15, 2006, at the redemption prices
specified below (expressed as percentages of the principal amount thereof), in
each case, together with accrued and unpaid interest and Liquidated Damages, if
any, thereon to the date of redemption, upon not less than 30 nor more than 60
days' notice, if redeemed during the twelve-month period beginning on January 15
of the years indicated below:


                                               Redemption
Year                                              Price
----                                           -----------
2006                                            105.625%
2007                                            102.813%
2008 and thereafter                             100.000%

                  (b) Notwithstanding the foregoing, prior to January 15, 2005,
the Company may, on any one or more occasions, use the net proceeds of one or
more offerings of its Capital Stock to redeem up to 35% of the aggregate
principal amount of all notes that had been issued under the Indenture up to the
time of redemption at a redemption price of 111.250% the principal amount of the
notes redeemed, plus accrued and unpaid interest and Liquidated Damages, if any,
to the date of redemption; provided that, after any such redemption, the
aggregate principal amount of the Notes outstanding (excluding Notes held by the
Company and its Subsidiaries) must equal at least 65% of the Notes that had been
issued under the Indenture up to the time of redemption; and provided further,
that any such redemption shall occur within 90 days of the date of closing of
such offering of Capital Stock of the Company.

                  6. MANDATORY REDEMPTION. The Company shall not be required to
make mandatory redemption or sinking fund payments with respect to the Notes.

                  7. REPURCHASE AT OPTION OF HOLDER.

                  (a) Upon the occurrence of a Change of Control the Company
shall be obligated to make an offer (a "Change in Control Offer") to each Holder
of Notes to repurchase all or any part (equal to $1,000 or an integral multiple
thereof) of such Holder's Notes at an offer price in cash equal to 101% of the

                                       4
<PAGE>

aggregate principal amount thereof, plus accrued and unpaid interest and
Liquidated Damages, if any, thereon to the date of purchase (the "Change of
Control Payment"). Within ten days following any Change of Control, the Company
shall mail a notice to each Holder describing the transaction or transactions
that constitute the Change of Control and offering to repurchase Notes pursuant
to the procedures required by the Indenture and described in such notice.

                  (b) If the Company or a Restricted Subsidiary consummates any
Asset Sale, within five days of each date on which the aggregate amount of
Excess Proceeds exceeds $25.0 million, the Company shall commence an offer to
all Holders of Notes and the holders of Pari Passu Debt, to the extent required
by the terms thereof (an "Asset Sale Offer") to purchase the maximum principal
amount of Notes and Pari Passu Debt that may be purchased out of the Excess
Proceeds, at an offer price in cash in an amount equal to 100% of the principal
amount thereof plus, in each case, accrued and unpaid interest and Liquidated
Damages, if any, to the date of purchase, in accordance with the procedures set
forth in the Indenture or the agreements governing Pari Passu Debt, as
applicable; provided, however, that the Company may only purchase Pari Passu
Debt in an Asset Sale Offer that was issued pursuant to an indenture having a
provision substantially similar to the Asset Sale Offer provision contained in
the Indenture. If the aggregate principal amount of Notes and Pari Passu Debt
surrendered exceeds the amount of Excess Proceeds, the Trustee shall select the
Notes and Pari Passu Debt to be purchased on a pro rata basis, based upon the
principal amount thereof surrendered in such Asset Sale Offer. Holders of Notes
that are the subject of an offer to purchase will receive an Asset Sale Offer
from the Company prior to any related purchase date and may elect to have such
Notes purchased by completing the form entitled "Option of Holder to Elect
Purchase" on the reverse of the Notes.

                  8. NOTICE OF REDEMPTION. Notice of Redemption will be mailed
at least 30 days but not more than 60 days before the redemption date to each
Holder whose Notes are to be redeemed at its registered address. Notes in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed. On and after the redemption date interest ceases to accrue on Notes or
portions thereof called for redemption.

                  9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in
registered form without coupons in all appropriate denominations. The transfer
of Notes may be registered and Notes may be exchanged as provided in the
Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not transfer or exchange any Note
selected for redemption, except for the unredeemed portion of any Note being
redeemed in part. Also, it need not transfer or exchange any Note for a period
of 15 Business Days before a selection of Notes to be redeemed or during the
period between a record date and the corresponding Interest Payment Date.

                  10. PERSONS DEEMED OWNERS. The registered Holder of a Note may
be treated as its owner for all purposes.

                                       5
<PAGE>

                  11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
exceptions, the Indenture, the Notes or the Subsidiary Guarantees may be amended
or supplemented with the consent of the Holders of at least a majority in
principal amount of the then outstanding Notes, and any existing default or
compliance with any provision of the Indenture, the Notes or the Subsidiary
Guarantees may be waived with the consent of the Holders of a majority in
principal amount of the then outstanding Notes. Without the consent of any
Holder of a Note, the Indenture, the Notes or the Subsidiary Guarantees may be
amended or supplemented to cure any ambiguity, defect or inconsistency, to
provide for uncertificated Notes in addition to or in place of certificated
Notes, to provide for the assumption of the Company's or any Subsidiary
Guarantor's obligations to Holders of the Notes in case of a merger or
consolidation, to make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect the legal
rights under the Indenture of any such Holder, or to comply with the
requirements of the SEC in order to effect or maintain the qualification of the
Indenture under the TIA or to allow any Subsidiary Guarantor to guarantee the
Notes.

                  12. DEFAULTS AND REMEDIES. Each of the following constitutes
an Event of Default: (i) default by the Company in the payment of interest and
Liquidated Damages, if any, on the Notes when the same becomes due and payable
and the Default continues for a period of 30 days; (ii) default by the Company
in the payment of the principal of or premium, if any, on the Notes when the
same becomes due and payable at maturity, upon redemption or otherwise; (3)
failure by the Company or any Subsidiary to comply with Sections 4.07, 4.09,
4.10, 4.15, or 5.01 of the Indenture; (4) failure by the Company or any
Subsidiary for 60 days after notice to comply with any of its other agreements
in the Indenture or the Notes; (5) default under any mortgage, indenture or
instrument under which there may be issued or by which there may be secured or
evidenced any Indebtedness for money borrowed by the Company or any of its
Restricted Subsidiaries (or the payment of which is guaranteed by the Company or
any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now
exists, or shall be created hereafter, which default (a) is caused by a failure
to pay principal of or premium, if any, or interest on such Indebtedness prior
to the expiration of the grace period provided in such Indebtedness on the date
of such default (a "Payment Default") or (b) results in the acceleration of such
Indebtedness prior to its express maturity and, in each case, the principal
amount of such Indebtedness, together with the principal amount of any other
such Indebtedness under which there has been a Payment Default or the maturity
of which has been so accelerated, aggregates $25.0 million or more; (6) a final
judgment or final judgments for the payment of money are entered by a court or
courts of competent jurisdiction against the Company or any Restricted
Subsidiary that would be a Significant Subsidiary and such judgment or judgments
remain unpaid, undischarged or unstayed for a period of 60 days, provided that
the aggregate of all such undischarged judgments exceeds $25.0 million; (7)
certain events of bankruptcy or insolvency with respect to the Company, any
Restricted Subsidiary that would constitute a Significant Subsidiary or any
group of Restricted Subsidiaries that, taken together, would constitute a
Significant Subsidiary and (8) the termination of any Subsidiary Guarantee for
any reason not permitted by the Indenture, or the denial by any Subsidiary
Guarantor or any Person acting on behalf of any Subsidiary Guarantor of such
Subsidiary Guarantor's obligations under its respective Subsidiary Guarantee. If
any Event of Default occurs and is continuing, the Trustee or the Holders of at
least 25% in principal amount of the then outstanding Notes may declare all the
Notes to be due and payable immediately. Notwithstanding the foregoing, in the
case of an Event of Default arising from certain events of bankruptcy or
insolvency with respect to the Company, any Restricted Subsidiary that would



                                       6
<PAGE>


constitute a Significant Subsidiary or any group of Restricted Subsidiaries
that, taken together, would constitute a Significant Subsidiary, all outstanding
Notes will become due and payable without further action or notice. Holders of
the Notes may not enforce the Indenture or the Notes except as provided in the
Indenture. Subject to certain limitations, Holders of a majority in principal
amount of the then outstanding Notes may direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from Holders of the Notes notice of
any continuing Default or Event of Default (except a Default or Event of Default
relating to the payment of principal or interest or Liquidated Damages, if any)
if it determines that withholding notice is in their interest. The Holders of a
majority in aggregate principal amount of the Notes then outstanding by notice
to the Trustee may on behalf of the Holders of all of the Notes waive any
existing Default or Event of Default and its consequences under the Indenture
except a continuing Default or Event of Default in the payment of principal,
interest or premium or Liquidated Damages, if any, on the Notes. The Company is
required to deliver to the Trustee annually a statement regarding compliance
with the Indenture, and the Company is required upon becoming aware of any
Default or Event of Default, to deliver to the Trustee a statement specifying
such Default or Event of Default.

                  13. TRUSTEE DEALINGS WITH THE COMPANY. The Trustee, in its
individual or any other capacity, may make loans to, accept deposits from, and
perform services for the Company or its Affiliates, and may otherwise deal with
the Company or its Affiliates, as if it were not the Trustee.

                  14. NO RECOURSE AGAINST OTHERS. No director, officer,
employee, incorporator or stockholder of the Company or any Subsidiary Guarantor
as such, shall have any liability for any obligations of the Company or the
Subsidiary Guarantors under the Notes, the Subsidiary Guarantees or the
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of Notes by accepting a Note waives
and releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes.

                  15. AUTHENTICATION. This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

                  16. ABBREVIATIONS. Customary abbreviations may be used in the
name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).

                  17. CUSIP NUMBERS. Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Company has
caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP
numbers in notices of redemption as a convenience to Holders. No representation
is made as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.


                                       7
<PAGE>

          The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture. Requests may be made to:

                               Pegasus Satellite Communications, Inc.
                               c/o Pegasus Communications Management Company
                               225 City Line Avenue
                               Suite 200
                               Bala Cynwyd, PA 19004
                               Attention:  Chief Financial Officer



                                       8
<PAGE>


                                 ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to

--------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)

--------------------------------------------------------------------------------


--------------------------------------------------------------------------------


--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
(Print or type assignee's name, address and zip code)

and irrevocably appoint ______________________________________________________
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.

--------------------------------------------------------------------------------

Date: ________________
                               Your Signature:__________________
                               (Sign exactly as your name appears on the
                               face of this Note)

Signature Guarantee.

                                       9
<PAGE>


                       OPTION OF HOLDER TO ELECT PURCHASE
                  If you want to elect to have this Note purchased by the
Company pursuant to Section 4.10 or 4.15 of the Indenture, check the box below:

[ ] Section 4.10  [ ] Section 4.15

                  If you want to elect to have only part of the Note purchased
by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state
the amount you elect to have purchased: $___________

Date:___________________         Your Signature:___________________
                                 (Sign exactly as your name appears on the Note)


Tax Identification No.:___________________



Signature Guarantee:_____________________

                                       10
<PAGE>


              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

         The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:

<TABLE>
<CAPTION>
                                                                           Principal Amount of
                           Amount of decrease     Amount of increase in     this Global Note         Signature of
                           in Principal Amount          Principal            following such       authorized officer
                                of this           Amount of this Global         decrease            of Trustee or
    Date of Exchange        Global Note                  Note                 (or increase)         Note Custodian
    ----------------       -------------------    ----------------------   -------------------    ------------------
           <S>                     <C>                     <C>                       <C>                   <C>

</TABLE>

                                       11
<PAGE>

                                   EXHIBIT A-2

               11 1/4% [Series A][Series B] Senior Notes due 2010


                  (Face of Regulation S Temporary Global Note)


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

                                                                  CUSIP:

                             % Senior Notes due 2010

No.:___                                                          $____________

                     Pegasus Satellite Communications, Inc.


promises to pay to_____________________________________________

or registered assigns,

the principal sum of___________________________________________

Dollars on January 15, 2010.

Interest Payment Dates:         and         , commencing      , 2002.


Record Dates:           and            .


                                   Dated:__________________

                                   Pegasus Satellite Communications, Inc.

                                   By:  __________________________
                                            Name:
                                            Title:

This is one of the Notes referred to in the within-mentioned Indenture:

J.P. Morgan Trust Company,
  National Association, as Trustee


By:_______________________________
   Authorized Signatory


                                       1

<PAGE>


                  (Back of Regulation S Temporary Global Note)


               11 1/4% [Series A][Series B] Senior Notes due 2010


                  THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL
NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED
NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).

                  THIS GLOBAL NOTE IS HELD BY THE DEPOSITORY (AS DEFINED IN THE
INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY
BE REQUIRED PURSUANT TO THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN
WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
SUCCESSOR DEPOSITORY WITH THE PRIOR WRITTEN CONSENT OF ITS ISSUER.

                  THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHO
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR
THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) IN AN OFF-SHORE TRANSACTION MEETING THE
REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
(3) TO AN INSTITUTIONAL ACCREDITED INVESTOR AS DEFINED IN RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE), (5) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION AVAILABLE UNDER
THE SECURITIES ACT OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF
THE STATES OF THE UNITED STATES.

                  Capitalized terms used herein shall have the meanings assigned
to them in the Indenture referred to below unless otherwise indicated.

                                       2
<PAGE>

                  1. INTEREST. Pegasus Satellite Communications, Inc., a
Delaware corporation (the "Company"), promises to pay interest on the principal
amount of this Note at 11 1/4% per annum from December 19, 2001 until maturity
and shall pay the Liquidated Damages payable pursuant to Section 5 of the
Registration Rights Agreement referred to below. The Company will pay interest
and Liquidated Damages semi-annually on January 15 and July 15 of each year, or
if any such day is not a Business Day, on the next succeeding Business Day (each
an "Interest Payment Date"). Interest on the Notes will accrue from the most
recent date to which interest has been paid or, if no interest has been paid,
from the date of issuance; provided that if there is no existing Default in the
payment of interest, and if this Note is authenticated between a record date
referred to on the face hereof and the next succeeding Interest Payment Date,
interest shall accrue from such next succeeding Interest Payment Date; provided,
further, that the first Interest Payment Date shall be July 15, 2002. The
Company shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal and premium, if any, from time to
time on demand at a rate that is 1% per annum in excess of the rate then in
effect; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages (without regard to any applicable grace periods) from time to
time on demand at the same rate to the extent lawful. Interest will be computed
on the basis of a 360-day year of twelve 30-day months.

                  2. METHOD OF PAYMENT. The Company will pay interest on the
Notes (except defaulted interest) and Liquidated Damages to the Persons who are
registered Holders of Notes at the close of business on the January 1 or July 1
next preceding the Interest Payment Date, even if such Notes are canceled after
such record date and on or before such Interest Payment Date, except as provided
in Section 2.12 of the Indenture with respect to defaulted interest. The Notes
will be payable as to principal, premium and Liquidated Damages, if any, and
interest at the office or agency of the Company maintained for such purpose
within or without the City and State of New York, or, at the option of the
Company, payment of interest and Liquidated Damages may be made by check mailed
to the Holders at their addresses set forth in the register of Holders, and
provided that payment by wire transfer of immediately available funds will be
required with respect to principal of and interest, premium and Liquidated
Damages on, all Global Notes and all other Notes the Holders of which shall have
provided wire transfer instructions to the Company or the Paying Agent. Such
payment shall be in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts.

                  3. PAYING AGENT AND REGISTRAR. Initially, J.P. Morgan Trust
Company, National Association, the Trustee under the Indenture, will act as
Paying Agent and Registrar. The Company may change any Paying Agent or Registrar
without notice to any Holder. The Company may act in any such capacity.

                  4. INDENTURE. The Company issued the Notes under an Indenture
dated as of December 19, 2001 (the "Indenture") between the Company and the
Trustee. The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (15 U.S. Code ss.ss. 77aaa-77bbbb) (the "TIA"). The Notes are subject to
all such terms, and Holders are referred to the Indenture and the TIA for a
statement of such terms. The Notes are general obligations of the Company.


                                       3
<PAGE>


                  5.       OPTIONAL REDEMPTION.

                   (a) The Notes will not be redeemable at the Company's option
prior to January 15, 2006. The Notes may be redeemed, in whole or in part, at
the option of the Company on or after January 15, 2006, at the redemption prices
specified below (expressed as percentages of the principal amount thereof), in
each case, together with accrued and unpaid interest and Liquidated Damages, if
any, thereon to the date of redemption, upon not less than 30 nor more than 60
days' notice, if redeemed during the twelve-month period beginning on January 15
of the years indicated below:


                                                           Redemption
Year                                                          Price
----                                                       ----------
2006                                                        105.625%
2007                                                        102.813%
2008 and thereafter                                         100.000%

                  (b) Notwithstanding the foregoing, prior to January 15, 2005,
the Company may, on any one or more occasions, use the net proceeds of one or
more offerings of its Capital Stock to redeem up to 35% of the aggregate
principal amount of all notes that had been issued under the Indenture up to the
time of redemption at a redemption price of 111.250% the principal amount of the
notes redeemed, plus accrued and unpaid interest and Liquidated Damages, if any,
to the date of redemption; provided that, after any such redemption, the
aggregate principal amount of the Notes outstanding (excluding Notes held by the
Company and its Subsidiaries) must equal at least 65% of the Notes that had been
issued under the Indenture up to the time of redemption; and provided further,
that any such redemption shall occur within 90 days of the date of closing of
such offering of Capital Stock of the Company.

                  6. MANDATORY REDEMPTION. The Company shall not be required to
make mandatory redemption or sinking fund payments with respect to the Notes.

                  7. REPURCHASE AT OPTION OF HOLDER.

                  (a) Upon the occurrence of a Change of Control the Company
  shall be obligated to make an offer (a "Change in Control Offer") to each
  Holder of Notes to repurchase all or any part (equal to $1,000 or an integral
  multiple thereof) of such Holder's Notes at an offer price in cash equal to
  101% of the aggregate principal amount thereof, plus accrued and unpaid
  interest and Liquidated Damages, if any, thereon to the date of purchase (the
  "Change of Control Payment"). Within ten days following any Change of Control,
  the Company shall mail a notice to each Holder describing the transaction or
  transactions that constitute the Change of Control and offering to repurchase
  Notes pursuant to the procedures required by the Indenture and described in
  such notice.


                                       4
<PAGE>

                  (b) If the Company or a Restricted Subsidiary consummates any
  Asset Sale, within five days of each date on which the aggregate amount of
  Excess Proceeds exceeds $25.0 million, the Company shall commence an offer to
  all Holders of Notes and the holders of Pari Passu Debt, to the extent
  required by the terms thereof (an "Asset Sale Offer") to purchase the maximum
  principal amount of Notes and Pari Passu Debt that may be purchased out of the
  Excess Proceeds, at an offer price in cash in an amount equal to 100% of the
  principal amount thereof plus, in each case, accrued and unpaid interest and
  Liquidated Damages, if any, to the date of purchase, in accordance with the
  procedures set forth in the Indenture or the agreements governing Pari Passu
  Debt, as applicable; provided, however, that the Company may only purchase
  Pari Passu Debt in an Asset Sale Offer that was issued pursuant to an
  indenture having a provision substantially similar to the Asset Sale Offer
  provision contained in the Indenture. If the aggregate principal amount of
  Notes and Pari Passu Debt surrendered exceeds the amount of Excess Proceeds,
  the Trustee shall select the Notes and Pari Passu Debt to be purchased on a
  pro rata basis, based upon the principal amount thereof surrendered in such
  Asset Sale Offer. Holders of Notes that are the subject of an offer to
  purchase will receive an Asset Sale Offer from the Company prior to any
  related purchase date and may elect to have such Notes purchased by completing
  the form entitled "Option of Holder to Elect Purchase" on the reverse of the
  Notes.

                  8. NOTICE OF REDEMPTION. Notice of Redemption will be mailed
at least 30 days but not more than 60 days before the redemption date to each
Holder whose Notes are to be redeemed at its registered address. Notes in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed. On and after the redemption date interest ceases to accrue on Notes or
portions thereof called for redemption.

                  9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in
registered form without coupons in all appropriate denominations. The transfer
of Notes may be registered and Notes may be exchanged as provided in the
Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not transfer or exchange any Note
selected for redemption, except for the unredeemed portion of any Note being
redeemed in part. Also, it need not transfer or exchange any Note for a period
of 15 Business Days before a selection of Notes to be redeemed or during the
period between a record date and the corresponding Interest Payment Date.

                  10. PERSONS DEEMED OWNERS. The registered Holder of a Note may
be treated as its owner for all purposes.

                  11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
exceptions, the Indenture, the Notes or the Subsidiary Guarantees may be amended
or supplemented with the consent of the Holders of at least a majority in
principal amount of the then outstanding Notes, and any existing default or
compliance with any provision of the Indenture, the Notes or the Subsidiary
Guarantees may be waived with the consent of the Holders of a majority in
principal amount of the then outstanding Notes. Without the consent of any
Holder of a Note, the Indenture, the Notes or the Subsidiary Guarantees may be
amended or supplemented to cure any ambiguity, defect or inconsistency, to
provide for uncertificated Notes in addition to or in place of certificated
Notes, to provide for the assumption of the Company's or any Subsidiary
Guarantor's obligations to Holders of the Notes in case of a merger or
consolidation, to make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect the legal
rights under the Indenture of any such Holder, or to comply with the
requirements of the SEC in order to effect or maintain the qualification of the
Indenture under the TIA or to allow any Subsidiary Guarantor to guarantee the
Notes.

                                       5
<PAGE>

                  12. DEFAULTS AND REMEDIES. Each of the following constitutes
an Event of Default: (i) default by the Company in the payment of interest and
Liquidated Damages, if any, on the Notes when the same becomes due and payable
and the Default continues for a period of 30 days; (ii) default by the Company
in the payment of the principal of or premium, if any, on the Notes when the
same becomes due and payable at maturity, upon redemption or otherwise; (3)
failure by the Company or any Subsidiary to comply with Sections 4.07, 4.09,
4.10, 4.15, or 5.01 of the Indenture; (4) failure by the Company or any
Subsidiary for 60 days after notice to comply with any of its other agreements
in the Indenture or the Notes; (5) default under any mortgage, indenture or
instrument under which there may be issued or by which there may be secured or
evidenced any Indebtedness for money borrowed by the Company or any of its
Restricted Subsidiaries (or the payment of which is guaranteed by the Company or
any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now
exists, or shall be created hereafter, which default (a) is caused by a failure
to pay principal of or premium, if any, or interest on such Indebtedness prior
to the expiration of the grace period provided in such Indebtedness on the date
of such default (a "Payment Default") or (b) results in the acceleration of such
Indebtedness prior to its express maturity and, in each case, the principal
amount of such Indebtedness, together with the principal amount of any other
such Indebtedness under which there has been a Payment Default or the maturity
of which has been so accelerated, aggregates $25.0 million or more; (6) a final
judgment or final judgments for the payment of money are entered by a court or
courts of competent jurisdiction against the Company or any Restricted
Subsidiary that would be a Significant Subsidiary and such judgment or judgments
remain unpaid, undischarged or unstayed for a period of 60 days, provided that
the aggregate of all such undischarged judgments exceeds $25.0 million; (7)
certain events of bankruptcy or insolvency with respect to the Company, any
Restricted Subsidiary that would constitute a Significant Subsidiary or any
group of Restricted Subsidiaries that, taken together, would constitute a
Significant Subsidiary and (8) the termination of any Subsidiary Guarantee for
any reason not permitted by the Indenture, or the denial by any Subsidiary
Guarantor or any Person acting on behalf of any Subsidiary Guarantor of such
Subsidiary Guarantor's obligations under its respective Subsidiary Guarantee. If
any Event of Default occurs and is continuing, the Trustee or the Holders of at
least 25% in principal amount of the then outstanding Notes may declare all the
Notes to be due and payable immediately. Notwithstanding the foregoing, in the
case of an Event of Default arising from certain events of bankruptcy or
insolvency with respect to the Company, any Restricted Subsidiary that would
constitute a Significant Subsidiary or any group of Restricted Subsidiaries
that, taken together, would constitute a Significant Subsidiary, all outstanding
Notes will become due and payable without further action or notice. Holders of
the Notes may not enforce the Indenture or the Notes except as provided in the
Indenture. Subject to certain limitations, Holders of a majority in principal
amount of the then outstanding Notes may direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from Holders of the Notes notice of
any continuing Default or Event of Default (except a Default or Event of Default
relating to the payment of principal or interest or Liquidated Damages, if any)
if it determines that withholding notice is in their interest. The Holders of a
majority in aggregate principal amount of the Notes then outstanding by notice
to the Trustee may on behalf of the Holders of all of the Notes waive any
existing Default or Event of Default and its consequences under the Indenture
except a continuing Default or Event of Default in the payment of principal,
interest or premium or Liquidated Damages, if any, on the Notes. The Company is
required to deliver to the Trustee annually a statement regarding compliance
with the Indenture, and the Company is required upon becoming aware of any
Default or Event of Default, to deliver to the Trustee a statement specifying
such Default or Event of Default.

                                       6
<PAGE>

                  13. TRUSTEE DEALINGS WITH THE COMPANY. The Trustee, in its
individual or any other capacity, may make loans to, accept deposits from, and
perform services for the Company or its Affiliates, and may otherwise deal with
the Company or its Affiliates, as if it were not the Trustee.

                  14. NO RECOURSE AGAINST OTHERS. No director, officer,
employee, incorporator or stockholder of the Company or any Subsidiary Guarantor
as such, shall have any liability for any obligations of the Company or the
Subsidiary Guarantors under the Notes, the Subsidiary Guarantees or the
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of Notes by accepting a Note waives
and releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes.

                  15. AUTHENTICATION. This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

                  16. ABBREVIATIONS. Customary abbreviations may be used in the
name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).

                  17. CUSIP NUMBERS. Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Company has
caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP
numbers in notices of redemption as a convenience to Holders. No representation
is made as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.


          The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture. Requests may be made to:

                               Pegasus Satellite Communications, Inc.
                               c/o Pegasus Communications Management Company
                               225 City Line Avenue
                               Suite 200
                               Bala Cynwyd, PA 19004
                               Attention:  Chief Financial Officer



                                       7
<PAGE>


                                 ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to

--------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)

--------------------------------------------------------------------------------


--------------------------------------------------------------------------------


--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
(Print or type assignee's name, address and zip code)

and irrevocably appoint ______________________________________________________
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.

--------------------------------------------------------------------------------

Date: ________________
                                   Your Signature:__________________
                                   (Sign exactly as your name appears on the
                                   face of this Note)

Signature Guarantee.

                                       8
<PAGE>


                       OPTION OF HOLDER TO ELECT PURCHASE
                  If you want to elect to have this Note purchased by the
Company pursuant to Section 4.10 or 4.15 of the Indenture, check the box below:

[ ] Section 4.10  [ ] Section 4.15

                  If you want to elect to have only part of the Note purchased
by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state
the amount you elect to have purchased: $___________

Date:___________________        Your Signature:___________________
                                (Sign exactly as your name appears on the Note)


Tax Identification No.:___________________



Signature Guarantee:_____________________

                                       9

<PAGE>


              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

         The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:
<TABLE>
<CAPTION>
                                                                           Principal Amount of
                           Amount of decrease     Amount of increase in     this Global Note         Signature of
                           in Principal Amount          Principal            following such       authorized officer
                               of this             Amount of this Global         decrease            of Trustee or
    Date of Exchange         Global Note                  Note               (or increase)          Note Custodian
    ----------------       -------------------    ----------------------   --------------------   -----------------
           <S>                     <C>                     <C>                       <C>                   <C>
</TABLE>



                                       10
<PAGE>


                                    EXHIBIT B


                         FORM OF CERTIFICATE OF TRANSFER


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

J.P. Morgan Trust Company, National Association
One Liberty Place, 52nd Floor
1650 Market Street
Philadelphia, PA 19103

                  Re:      11 1/4% Senior Notes due 2010


                  Reference is hereby made to the Indenture, dated as of
December 19, 2001 (the "Indenture"), between Pegasus Satellite Communications,
Inc., as issuer (the "Company"), and J.P. Morgan Trust Company, National
Association, as trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture.

                  ______________, (the "Transferor") owns and proposes to
transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in
the principal amount of $___________ in such Note[s] or interests (the
"Transfer"), to __________ (the "Transferee"), as further specified in Annex A
hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1. |_| Check if Transferee will take delivery of a beneficial interest in the
144A Global Note or a Definitive Note Pursuant to Rule 144A. The Transfer is
being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933, as amended (the "Securities Act"), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note and/or the Definitive Note and
in the Indenture and the Securities Act.


                                      B-1
<PAGE>


2. |_| Check if Transferee will take delivery of a beneficial interest in the
Regulation S Global Note or a Definitive Note pursuant to Regulation S. The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and, accordingly, the Transferor hereby further
certifies that (i) the Transfer is not being made to a person in the United
States and (x) at the time the buy order was originated, the Transferee was
outside the United States or such Transferor and any Person acting on its behalf
reasonably believed and believes that the Transferee was outside the United
States or (y) the transaction was executed in, on or through the facilities of a
designated offshore securities market and neither such Transferor nor any Person
acting on its behalf knows that the transaction was prearranged with a buyer in
the United States, (ii) no directed selling efforts have been made in
contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S
under the Securities Act, (iii) the transaction is not part of a plan or scheme
to evade the registration requirements of the Securities Act, and (iv) if the
proposed transfer is being made prior to the expiration of the Restricted
Period, the transfer is not being made to a U.S. Person or for the account or
benefit of a U.S. Person. Upon consummation of the proposed transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will be subject to the restrictions on Transfer enumerated in
the Private Placement Legend printed on the Regulation S Global Note and/or the
Definitive Note and in the Indenture and the Securities Act.

3. |_| Check and complete if Transferee will take delivery of a beneficial
interest in the AI Global Note or a Definitive Note pursuant to any provision of
the Securities Act other than Rule 144A or Regulation S. The Transfer is being
effected in compliance with the transfer restrictions applicable to beneficial
interests in Restricted Global Notes and Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act and any applicable blue
sky securities laws of any state of the United States, and accordingly the
Transferor hereby further certifies that (check one):

                  (a) |_| such Transfer is being effected pursuant to and in
accordance with Rule 144 under the Securities Act;

                                       or

                  (b) |_| such Transfer is being effected to the Company or a
subsidiary thereof;

                                       or

                  (c) |_| such Transfer is being effected pursuant to an
effective registration statement under the Securities Act and in compliance with
the prospectus delivery requirements of the Securities Act;

                                       or

                  (d) |_| such Transfer is being effected to an Accredited
Investor and pursuant to an exemption from the registration requirements of the
Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor
hereby further certifies that it has not engaged in any general solicitation
within the meaning of Regulation D under the Securities Act and the Transfer
complies with the transfer restrictions applicable to beneficial interests in a
Restricted Global Note or Restricted Definitive Notes and the requirements of


                                      B-2
<PAGE>

the exemption claimed, which certification is supported by (1) a certificate
executed by the Transferee in the form of Exhibit D to the Indenture and (2) if
such Transfer is in respect of a principal amount of Notes at the time of
transfer of less than $250,000, an Opinion of Counsel provided by the Transferor
or the Transferee (a copy of which the Transferor has attached to this
certification), to the effect that such Transfer is in compliance with the
Securities Act. Upon consummation of the proposed transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the AI Global Note and/or the Definitive Notes and
in the Indenture and the Securities Act.

4. |_| Check if Transferee will take delivery of a beneficial interest in an
Unrestricted Global Note or of an Unrestricted Definitive Note.

                  (a) |_| Check if Transfer is pursuant to Rule 144. (i) The
Transfer is being effected pursuant to and in accordance with Rule 144 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.

                  (b) |_| Check if Transfer is Pursuant to Regulation S. (i) The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and in compliance with the transfer restrictions
contained in the Indenture and any applicable blue sky securities laws of any
state of the United States and (ii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.

                  (c) |_| Check if Transfer is Pursuant to Other Exemption. (i)
The Transfer is being effected pursuant to and in compliance with an exemption
from the registration requirements of the Securities Act other than Rule 144,
Rule 903 or Rule 904 and in compliance with the transfer restrictions contained
in the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Definitive Notes and in the Indenture.


                                      B-3
<PAGE>

                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company.



                                           -----------------------------------
                                           [Insert Name of Transferor]



                                           By:
                                              --------------------------------
                                             Name:
                                             Title:
Dated:            ,
      ------------  -------

                                      B-4
<PAGE>



                       ANNEX A TO CERTIFICATE OF TRANSFER

1.       The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

         (a)      |_|  a beneficial interest in the:

                  (i)      |_|  144A Global Note (CUSIP          ), or
                                                        ---------

                  (ii)     |_|  Regulation S Global Note (CUSIP          ), or
                                                                ---------

                  (iii)    |_|  AI Global Note (CUSIP         ); or
                                                      --------

         (b)      |_|  a Restricted Definitive Note.

2.       After the Transfer the Transferee will hold:

                                   [CHECK ONE]

         (a)      |_|  a beneficial interest in the:

                  (i)      |_|  144A Global Note (CUSIP         ), or
                                                        --------
                  (ii)     |_|  Regulation S Global Note (CUSIP         ), or
                                                                --------
                  (iii)    |_|  AI Global Note (CUSIP         ); or
                                                      --------
                  (iv)     |_|  Unrestricted Global Note (CUSIP         ); or

         (b)      |_|  a Restricted Definitive Note; or

         (c)      |_|  an Unrestricted Definitive Note,

              in accordance with the terms of the Indenture.

                                      B-5
<PAGE>



                                    EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE
                              (CUSIP______________)


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

J.P. Morgan Trust Company, National Association
One Liberty Place, 52nd Floor
1650 Market Street
Philadelphia, PA 19103

                  Re:      11 1/4% Senior Notes due 2010

                  Reference is hereby made to the Indenture, dated as of
December 19, 2001 (the "Indenture"), between Pegasus Satellite Communications,
Inc., as issuer (the "Company"), and J.P. Morgan Trust Company, National
Association, as trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture.

                  ____________, (the "Owner") owns and proposes to exchange the
Note[s] or interest in such Note[s] specified herein, in the principal amount of
$____________ in such Note[s] or interests (the "Exchange"). In connection with
the Exchange, the Owner hereby certifies that:

1. Exchange of Restricted Definitive Notes or Beneficial Interests in a
Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests
in an Unrestricted Global Note

                  (a) |_| Check if Exchange is from beneficial interest in a
Restricted Global Note to beneficial interest in an Unrestricted Global Note. In
connection with the Exchange of the Owner's beneficial interest in a Restricted
Global Note for a beneficial interest in an Unrestricted Global Note in an equal
principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner's own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the
Global Notes and pursuant to and in accordance with the United States Securities
Act of 1933, as amended (the "Securities Act"), (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
beneficial interest in an Unrestricted Global Note is being acquired in
compliance with any applicable blue sky securities laws of any state of the
United States.


                                      C-1
<PAGE>

                  (b) |_| Check if Exchange is from beneficial interest in a
Restricted Global Note to Unrestricted Definitive Note. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for an
Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the Definitive Note is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

                  (c) |_| Check if Exchange is from Restricted Definitive Note
to beneficial interest in an Unrestricted Global Note. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

                  (d) |_| Check if Exchange is from Restricted Definitive Note
to Unrestricted Definitive Note. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted
Global Notes for Restricted Definitive Notes or Beneficial Interests in
Restricted Global Notes.

                  (a) |_| Check if Exchange is from beneficial interest in a
Restricted Global Note to Restricted Definitive Note. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for a
Restricted Definitive Note with an equal principal amount, the Owner hereby
certifies that the Restricted Definitive Note is being acquired for the Owner's
own account without transfer. Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the Restricted Definitive Note
issued will continue to be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Definitive Note and in
the Indenture and the Securities Act.

                                      C-2
<PAGE>

                  (b) |_| Check if Exchange is from Restricted Definitive Note
to beneficial interest in a Restricted Global Note. In connection with the
Exchange of the Owner's Restricted Definitive Note for a beneficial interest in
the [CHECK ONE] |_| 144A Global Note, |_| Regulation S Global Note, |_| AI
Global Note with an equal principal amount, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner's own account without
transfer and (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Notes and pursuant to
and in accordance with the Securities Act, and in compliance with any applicable
blue sky securities laws of any state of the United States. Upon consummation of
the proposed Exchange in accordance with the terms of the Indenture, the
beneficial interest issued will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the relevant Restricted
Global Note and in the Indenture and the Securities Act.

                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company.

                              -----------------------------------
                                       [Insert Name of Owner]


                              By: _______________________________
                                  Name:
                                  Title:

Dated: ________________, ____



                                      C-3
<PAGE>

                                    EXHIBIT D

                            FORM OF CERTIFICATE FROM
                          ACQUIRING ACCREDITED INVESTOR


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

J.P. Morgan Trust Company, National Association
One Liberty Place, 52nd Floor
1650 Market Street
Philadelphia, PA 19103

         Re:      11 1/4% Senior Notes due 2010

                  Reference is hereby made to the Indenture, dated as of
December 19, 2001 (the "Indenture"), between Pegasus Satellite Communications,
Inc., as issuer (the "Company"), and J.P. Morgan Trust Company, National
Association, as trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture.

                  In connection with our proposed purchase of $____________
aggregate principal amount of:

                  (a) |_| a beneficial interest in a Global Note, or

                  (b) |_| a Definitive Note,

                  we confirm that:

                  1. We understand that any subsequent transfer of the Notes or
any interest therein is subject to certain restrictions and conditions set forth
in the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "Securities Act").

                  2. We understand that the offer and sale of the Notes have not
been registered under the Securities Act, and that the Notes and any interest
therein may not be offered or sold except as permitted in the following
sentence. We agree, on our own behalf and on behalf of any accounts for which we
are acting as hereinafter stated, that if we should sell the Notes or any
interest therein, we will do so only (A) to the Company or any subsidiary
thereof, (B) in accordance with Rule 144A under the Securities Act to a
"qualified institutional buyer" (as defined therein), (c) an "accredited
investor" (as defined below) that, prior to such transfer, furnishes (or has


                                      D-1
<PAGE>

furnished on its behalf by a U.S. broker-dealer) to you and to the Company a
signed letter substantially in the form of this letter and an Opinion of Counsel
in form reasonably acceptable to the Company to the effect that such transfer is
in compliance with the Securities Act, (D) outside the United States in
accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant
to the provisions of Rule 144(k) under the Securities Act or (F) pursuant to an
effective registration statement under the Securities Act, and we further agree
to provide to any person purchasing the Definitive Note or beneficial interest
in a Global Note from us in a transaction meeting the requirements of clauses
(A) through (E) of this paragraph a notice advising such purchaser that resales
thereof are restricted as stated herein.

                  3. We understand that, on any proposed resale of the Notes or
beneficial interest therein, we will be required to furnish to you and the
Company such certifications, legal opinions and other information as you and the
Company may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect. We further understand that any
subsequent transfer by us of the Notes or beneficial interest therein acquired
by us must be effected through one of the Placement Agents.

                  4. We are an "accredited investor" (as defined in Rule
501(a)(1), (2), (3), (5), (6), (7) or (8) of Regulation D under the Securities
Act) and have such knowledge and experience in financial and business matters as
to be capable of evaluating the merits and risks of our investment in the Notes,
and we and any accounts for which we are acting are each able to bear the
economic risk of our or its investment.

                  5. We are acquiring the Notes or beneficial interest therein
purchased by us for our own account or for one or more accounts (each of which
is an "accredited investor") as to each of which we exercise sole investment
discretion.

                  You and the Company are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby.


                                      ------------------------------------
                                      [Insert Name of Accredited Investor]



                                      By: _________________________________
                                          Name:
                                          Title:


Dated: __________________, ____


                                      D-2
<PAGE>


                                    EXHIBIT E

                      FORM OF SUPPLEMENTAL INDENTURE TO BE
                       DELIVERED BY SUBSIDIARY GUARANTORS


                  SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated
as of ____________________, between _____________________ (the "Subsidiary
Guarantor"), a subsidiary of Pegasus Satellite Communications, Inc. (or its
successor), a company incorporated under the laws of the State of Delaware (the
"Company"), and J.P. Morgan Trust Company, National Association, as trustee
under the indenture referred to below (the "Trustee").

                                W I T N E S E T H

                  WHEREAS, the Company has heretofore executed and delivered to
the Trustee an indenture (the "Indenture"), dated as of December 19, 2001,
providing the terms of the Company's 11 1/4% Senior Notes due 2010 (the
"Notes");

                  WHEREAS, Section 4.17 of the Indenture provides that, under
certain circumstances, the Company is required to cause the Subsidiary Guarantor
to execute and deliver to the Trustee a Subsidiary Guarantee on the terms and
conditions set forth herein; and

                  WHEREAS, pursuant to Section 9.01 of the Indenture, the
Trustee is authorized to execute and deliver this Supplemental Indenture.

                  NOW, THEREFORE, in consideration of the foregoing and for
other good and valuable consideration, the receipt of which is hereby
acknowledged, the Subsidiary Guarantor and the Trustee mutually covenant and
agree for the equal and ratable benefit of the Holders of the Notes as follows:

                  1. CAPITALIZED TERMS. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.

                  2. INDENTURE PROVISION PURSUANT TO WHICH GUARANTEE IS GIVEN.
This Supplemental Indenture is being executed and delivered pursuant to Section
4.17 of the Indenture.

                  3. AGREEMENTS TO GUARANTEE. The Subsidiary Guarantor hereby
agrees as follows:

                           (a) The Subsidiary Guarantor, jointly and severally
with all other Subsidiary Guarantors, if any, unconditionally guarantees to each
Holder of a Note authenticated and delivered by the Trustee and to the Trustee
and its successors and assigns, regardless of the validity and enforceability of
the Indenture, the Notes and the obligations of the Company under the Indenture
and the Notes, that:


                                      E-1
<PAGE>

                                    (i) the principal of, premium, if any, and
interest on the Notes shall be promptly paid in full when due, whether at
maturity, by acceleration, redemption or otherwise, and interest on the overdue
principal of, premium, if any, and interest on the Notes, to the extent lawful,
and all other obligations of the Company to the Holders or the Trustee
thereunder shall be promptly paid in full, all in accordance with the terms
thereof; and

                                    (ii) in case of any extension of time for
payment or renewal of any Notes or any of such other obligations, that the same
shall be promptly paid in full when due in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise.

                  Notwithstanding the foregoing, in the event that this
Subsidiary Guarantee would constitute or result in a violation of any applicable
fraudulent conveyance or similar law of any relevant jurisdiction, the liability
of the Subsidiary Guarantor under this Supplemental Indenture and its Subsidiary
Guarantee shall be limited to such amount as will not, after giving effect
thereto, and to all other liabilities of the Subsidiary Guarantor, result in
such amount constituting a fraudulent transfer or conveyance.

                  4. EXECUTION AND DELIVERY OF SUBSIDIARY GUARANTEES.

                           (a) To evidence its Subsidiary Guarantee set forth in
this Supplemental Indenture, the Subsidiary Guarantor hereby agrees that a
notation of such Subsidiary Guarantee substantially in the form of Annex A
hereto shall be endorsed by an officer of such Subsidiary Guarantor on each Note
authenticated and delivered by the Trustee after the date hereof.

                           (b) Notwithstanding the foregoing, the Subsidiary
Guarantor hereby agrees that its Subsidiary Guarantee set forth herein shall
remain in full force and effect notwithstanding any failure to endorse on each
Note a notation of such Subsidiary Guarantee.

                           (c) If an officer whose signature is on this
Supplemental Indenture or on the Subsidiary Guarantee no longer holds that
office at the time the Trustee authenticates the Note on which a Subsidiary
Guarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless.

                           (d) The delivery of the Note by the Trustee, after
the authentication thereof under the Indenture, shall constitute due delivery of
the Subsidiary Guarantee set forth in this Supplemental Indenture on behalf of
the Subsidiary Guarantor.

                           (e) The Subsidiary Guarantor hereby agrees that its
obligations hereof shall be unconditional, regardless of the validity,
regularity or enforceability of the Notes or the Indenture, the absence of any
action to enforce the same, any waiver or consent by any Holder of the Notes
with respect to any provisions hereof or thereof, the recovery of any judgment
against the Company, any action to enforce the same or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
guarantor.

                           (f) The Subsidiary Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding first
against the Company, protest, notice and all demands whatsoever and covenants
that its Subsidiary Guarantee made pursuant to this Supplemental Indenture will
not be discharged except by complete performance of the obligations contained in
the Notes and the Indenture or pursuant to Section 5(b) of this Supplemental
Indenture.


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<PAGE>

                           (g) If the Trustee or any Holder has instituted any
proceeding to enforce any right or remedy under this Supplemental Indenture and
such proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then, and in every such
case, subject to any determination in such proceeding, the Subsidiary Guarantor,
the Trustee and the Holders shall be restored severally and respectively to
their former positions hereof and thereafter all rights and remedies of the
Subsidiary Guarantor, the Trustee and the Holders shall continue as though no
such proceeding had been instituted.

                           (h) The Subsidiary Guarantor hereby waives and will
not in any manner whatsoever claim or take the benefit or advantage of, any
rights of reimbursement, indemnity or subrogation or any other rights against
the Company or any other Subsidiary Guarantor as a result of any payment by such
Subsidiary Guarantor under its Subsidiary Guarantee. The Subsidiary Guarantor
further agrees that, as between the Subsidiary Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand:

                                    (i) the maturity of the obligations
guaranteed hereby may be accelerated as provided in Article Six of the Indenture
for the purposes of the Subsidiary Guarantee made pursuant to this Supplemental
Indenture, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the obligations guaranteed hereby; and

                                    (ii) in the event of any declaration of
acceleration of such obligations as provided in Article Six, such obligations
(whether or not due and payable) shall forthwith become due and payable by the
Subsidiary Guarantor for the purpose of the Subsidiary Guarantee made pursuant
to this Supplemental Indenture.

                           (i) The Subsidiary Guarantor shall have the right to
seek contribution from any other non-paying Subsidiary Guarantor, if any, so
long as the exercise of such right does not impair the rights of the Holders
under the Subsidiary Guarantee made pursuant to this Supplemental Indenture.

                           (j) The Subsidiary Guarantor covenants (to the extent
that it may lawfully do so) that it will not at any time insist upon, or plead,
or in any manner whatsoever claim or take the benefit or advantage of, any stay,
extension or usury law wherever enacted, now or at any time hereafter in force,
which may affect the covenants or the performance of the Indenture or this
Subsidiary Guarantee; and the Subsidiary Guarantor (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.


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<PAGE>

                  5. SUBSIDIARY GUARANTOR MAY CONSOLIDATE, ETC. ON CERTAIN
TERMS.

                           (a) Except as set forth in Articles Four and Five of
the Indenture, nothing contained in the Indenture, this Supplemental Indenture
or in the Notes shall prevent any consolidation or merger of the Subsidiary
Guarantor with or into the Company or any other Subsidiary Guarantor or shall
prevent any transfer, sale or conveyance of the property of the Subsidiary
Guarantor as an entirety or substantially as an entirety, to the Company or any
other Subsidiary Guarantor.

                           (b) Except as set forth in Article Four and Five of
the Indenture, upon the sale or disposition of all of the assets of any
Subsidiary Guarantor, by way of merger, consolidation or otherwise, or a sale or
other disposition of all of the capital stock of any Subsidiary Guarantor, then
such Subsidiary Guarantor (in the even of a sale or other disposition, by way of
such a merger, consolidation or otherwise, of all the capital stock of such
Subsidiary Guarantor) or the corporation acquiring the property (in the event of
a sale or other disposition of all of the assets of such Subsidiary Guarantor)
will be released and relieved of any obligation under its Subsidiary Guarantee;
provided that the Net Proceeds of such sale or other disposition are applied in
accordance with Section 4.10 of the Indenture. Except with respect to
transactions set forth in the preceding sentence, the Company and the Subsidiary
Guarantor covenant and agree that upon any such merger, consolidation or sale of
assets, the performance of all covenants and conditions of this Supplemental
Indenture to be performed by such Subsidiary Guarantor shall be expressly
assumed by supplemental indenture satisfactory in form to the Trustee, by the
corporation formed by such consolidation, or into which the Subsidiary Guarantor
shall have merged, or by the corporation which shall have acquired such
property. Upon receipt of an Officers' Certificate of the Company or the
Subsidiary Guarantor, as the case may be, to the effect that the Company or such
Subsidiary Guarantor has complied with the first sentence of this Section 5(b),
the Trustee shall execute any documents reasonably requested by the Company or
the Subsidiary Guarantor, at the cost of the Company or such Subsidiary
Guarantor, as the case may be, in order to evidence the release of such
Subsidiary Guarantor from its obligations under its Guarantee endorsed on the
Notes and under the Indenture and this Supplemental Indenture.

                  6. RELEASES UPON RELEASE OF GUARANTEE OF GUARANTEED
INDEBTEDNESS. Concurrently with the release or discharge of the Subsidiary
Guarantor's guarantee of the payment of [describe indebtedness the guarantee of
which gave rise to the delivery of this Supplemental Indenture] ("Guaranteed
Debt") (other than a release or discharge by or as a result of payment under
such guarantee of Guaranteed Indebtedness), the Subsidiary Guarantor shall be
automatically and unconditionally released and relieved of its obligations under
this Supplemental Indenture and its Subsidiary Guarantee made pursuant to
Section 4 of this Supplemental Indenture. Upon delivery by the Company to the
Trustee of an Officer's Certificate to the effect that such release or discharge
has occurred, the Trustee shall execute any documents reasonably required in
order to evidence the release of the Subsidiary Guarantor from its obligations
under this Supplemental Indenture and its Subsidiary Guarantee made pursuant
hereto; provided such documents shall not affect or impair the rights of the
Trustee and Paying Agent under Section 7.07 of the Indenture.

                  7. NEW YORK LAW TO GOVERN. The internal law of the State of
New York shall govern and be used to construe this Supplemental Indenture.


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<PAGE>

                  8. COUNTERPARTS. The parties may sign any number of copies of
this Supplemental Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement.

                  9. EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not effect the construction hereof.

                         [Signatures on following page]


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<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed and attested, all as of the date
first above written.



Dated:          ,                         [Subsidiary Guarantor]
      ----------  ---------------

                                          By:___________________________
                                               Name:
                                               Title:

Dated:          ,
      ---------- ---------------

                                            as Trustee

                                          By:__________________________
                                               Name:
                                               Title:


                                      E-6

<PAGE>


                        ANNEX A TO SUPPLEMENTAL INDENTURE

                FORM OF NOTATION OF SUBSIDIARY GUARANTEE ON NOTE

                  Each Subsidiary Guarantor (as defined in the Indenture) has
jointly and severally unconditionally guaranteed (a) the due and punctual
payment of the principal of, premium, if any, and interest on the Notes, whether
at stated maturity or an Interest Payment Date, by acceleration, call for
redemption or otherwise, (b) the due and punctual payment of interest on the
overdue principal and premium of, and interest, to the extent lawful, on the
Notes and (c) that in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, the same will be promptly paid in full
when due in accordance with the terms of the extension of renewal, whether at
stated maturity, by acceleration or otherwise.

                  Notwithstanding the foregoing, in the event that the
Subsidiary Guarantee would constitute or result in a violation of any applicable
fraudulent conveyance or similar law of any relevant jurisdiction, the liability
of the Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to
such amount as will not, after giving effect thereto, and to all other
liabilities of the Subsidiary Guarantor, result in such amount constituting a
fraudulent transfer or conveyance.

                  The Subsidiary Guarantee shall not be valid or obligatory for
any purpose until the certificate of authentication on the Note upon which the
Subsidiary Guarantee is noted shall have been executed by the Trustee under the
Indenture by the manual or facsimile signature of one of its authorized
officers.

Dated:_______________________________       [Subsidiary Guarantor]

                                             By:________________________________
                                             Name:
                                             Title:


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