<PAGE>
                                                                   Exhibit 4.7.2


                                 AMENDMENT NO. 2


                  This Amendment No. 2, dated as of June 28, 2002 (this
"AMENDMENT"), among Paxson Communications Corporation, a Delaware corporation
(the "BORROWER"), the Lenders (as defined below) party hereto and the
Administrative Agent (as defined below) amends certain provisions of the Credit
Agreement, dated as of July 12, 2001, among the Borrower, the Lenders (as
defined in the Credit Agreement referred to below), Citicorp USA, Inc., as
administrative agent for the Lenders and as collateral agent for the Secured
Parties under the Collateral Documents (in each such capacity, the
"ADMINISTRATIVE AGENT"), Union Bank of California, N.A., as syndication agent
for the Lenders, and CIBC, Inc. and General Electric Capital Corporation, each
as co-documentation agents for the Lenders, as amended by Amendment No. 1, dated
as of January 7, 2002 (as amended, the "CREDIT AGREEMENT").


                              W I T N E S S E T H:


                  WHEREAS, the Borrower, the Lenders and the Administrative
Agent are parties to the Credit Agreement and, as of the date hereof, the
Lenders consenting to this Amendment constitute the Requisite Lenders (as
defined in the Credit Agreement);


                  WHEREAS, the Borrower, the Lenders party hereto and the
Administrative Agent have agreed to make certain amendments to the Credit
Agreement as set forth herein;


                  WHEREAS, pursuant to Section 11.1 of the Credit Agreement, the
consent of the Requisite Lenders is required to amend the provisions of the
Credit Agreement as set forth herein;


                  NOW, THEREFORE, in consideration of the foregoing, the mutual
covenants and obligations herein set forth and other good and valuable
consideration, the adequacy and receipt of which is hereby acknowledged, and in
reliance upon the representations, warranties and covenants herein contained,
the parties hereto, intending to be legally bound, hereby agree as follows:

                  SECTION 1. DEFINITIONS. Unless otherwise defined herein,
capitalized terms used herein shall have the meanings ascribed to such terms in
the Credit Agreement.

                  SECTION 2. AMENDMENTS TO CREDIT AGREEMENT. Effective as of the
Effective Date (as defined below) and subject to the terms and conditions set
forth herein, the Credit Agreement is hereby amended as follows:

                  (a) By amending and restating in its entirety the definition
of "Applicable Margin" in Section 1.1 (Defined Terms) of the Credit Agreement to
read as follows:

                  "APPLICABLE MARGIN" means (a) with respect to the Term B Loans
         maintained as (i) Base Rate Loans, a rate equal to 2.25% per annum and
         (ii) Eurodollar Rate Loans, a rate equal to 3.25% per annum and (b)
         with respect to Term A Loans and Revolving Loans, (x) during the period
         commencing on the Closing Date and ending one Business Day after the
         receipt by the Administrative Agent of the financial statements
         required to be delivered by Section 6.1(b) for the full fiscal quarter
         ending December 31, 2003, if maintained (i) as Base Rate Loans, a rate
         equal to 2.25% per annum and (ii) as Eurodollar Rate Loans, a rate
         equal to 3.25% per annum, and (y) thereafter, as of any date of
         determination, a per annum rate equal to the rate set forth below
         opposite the applicable type of Loan and the then applicable Leverage
         Ratio (determined for the twelve-month period ending on the last day



<PAGE>

         of the most recent Fiscal Quarter or Fiscal Year, as applicable, for
         which Financial Statements have been delivered pursuant to SECTION 6.1)
         set forth below:

<TABLE>
<CAPTION>

                                                       Term A Loans & Revolving Loans
                                              --------------------------------------------------
Leverage Ratio                                Base Rate Loans              Eurodollar Rate Loans
--------------                                ---------------              ---------------------
<S>                                                <C>                             <C>
Greater than 6 to 1                                2.25%                           3.25%

Equal to or less than 6 to 1 and
greater than 4.5 to 1                              2.00%                           3.00%

Equal to or less than 4.5 to 1                     1.75%                           2.75%

</TABLE>

         Subsequent changes in the Applicable Margin resulting from a change in
         the Leverage Ratio shall become effective as to all Loans one Business
         Day after delivery by the Borrower to the Administrative Agent of new
         financial statements pursuant to SECTION 6.1(B) for each of the first
         three Fiscal Quarters of each Fiscal Year and SECTION 6.1(C) for each
         Fiscal Year. Notwithstanding anything to the contrary set forth in this
         Agreement (including the then effective Leverage Ratio), if the
         Borrower shall fail to deliver such financial statements within the
         time periods specified in SECTION 6.1(B) or (C), as applicable, the
         Applicable Margin from and including the 46th day after the end of such
         Fiscal Quarter or the 91st day after the end of such Fiscal Year, as
         the case may be, to but not including the date the Borrower delivers to
         the Administrative Agent such financial statements shall equal the
         highest Applicable Margin set forth above.

                  (b) By amending and restating in its entirety the definition
of "Capital Expenditures" in Section 1.1 (Defined Terms) of the Credit Agreement
to read as follows:

                  "CAPITAL EXPENDITURES" means for any period, the aggregate of
         all expenditures (whether paid in cash or accrued as a liability and
         including that portion of Capital Leases which is capitalized on the
         consolidated balance sheet of the Borrower) by the Borrower and its
         Subsidiaries during such period that, in conformity with GAAP, are
         included as additions to property, plant or equipment as reflected in
         the consolidated statement of changes in financial position of the
         Borrower and its Subsidiaries, including, but not limited to, capital
         expenditures (a) made in connection with the conversion of a Station
         from an analog broadcast format to a digital broadcast format, (b)
         pursuant to joint sales agreements and (c) on capital maintenance;
         PROVIDED, HOWEVER, that Capital Expenditures shall not include for
         purposes hereof Programming Rights Payments.

                  (c) By amending and restating in its entirety clause (h) of
the definition of "Indebtedness" in Section 1.1 (Defined Terms) of the Credit
Agreement to read as follows:

                  (h) all obligations of such Person to purchase, redeem,
         retire, defease or otherwise acquire for value, prior to the 91st day
         after the Final Maturity Date, any capital stock of such Person,

                  (d) By amending and restating in its entirety clause (c)(i) of
the definition of "Net Cash Proceeds" in Section 1.1 (Defined Terms) of the
Credit Agreement to read as follows:




                                       2
<PAGE>

                  (c)(i) Equity Issuance (other than any such issuance of
         Common Stock occurring in the ordinary course of business to any
         director, member of the management or employee of the Borrower or its
         Subsidiaries), or

                  (e) By amending and restating in its entirety clause (b) of
the definition of "Permitted Acquisition" in Section 1.1 (Defined Terms) of the
Credit Agreement to read as follows:

                  (b) such proposed acquisition shall not be consummated prior
         to delivery by the Borrower of a Compliance Certificate for the Fiscal
         Quarter ended March 31, 2005 and the Borrower shall have demonstrated,
         to the Administrative Agent's reasonable satisfaction, that the
         Borrower shall be in compliance with the financial covenants set forth
         in SECTIONS 5.3 through 5.7 on an historical pro forma basis for the
         period of four Fiscal Quarters ending immediately prior to such
         proposed acquisition (assuming such acquisition occurred on the first
         day of the applicable period);

                  (f) By amending and restating in its entirety the definition
of "Pre-Approved Station Sale" in Section 1.1 (Defined Terms) of the Credit
Agreement to read as follows:

                  "PRE-APPROVED STATION SALE" means any Asset Sale in respect of
         the Borrower's broadcasting stations in each of (a) WJPX-TV, San Juan,
         Puerto Rico, (b) WKPV-TV, Ponce, Puerto Rico (c) WJWN-TV, San
         Sebastian, Puerto Rico, (d) KPXO(TV), Kaneohe, Hawaii,(e) WPXB (TV),
         Merrimack, New Hampshire, (f) W34CP, East Orange, New Jersey, (g)
         WPXU-LP, Amityville, New York, (h) WPXO(TV), Christiansted, St. Croix,
         U.S. Virgin Islands, (i) KBPX-LP, Houston, Texas, (j) WBPX-LP, West
         Palm Beach, Florida, (k) W33BZ, Dennis, Maine, (l) WIPX-LP,
         Indianapolis, Indiana, (m) KAPX, Albuquerque, New Mexico and (n) KPXF,
         Fresno, California.

                  (g) By amending and restating in its entirety the definition
of "Preferred Stock" in Section 1.1 (Defined Terms) of the Credit Agreement to
read as follows:

                  "PREFERRED STOCK" means the 8% Series B Convertible
         Exchangeable Preferred Stock, the 13-1/4% Cumulative Junior
         Exchangeable Preferred Stock, the 9-3/4% Series A Convertible Preferred
         Stock, the 12-1/2% Cumulative Exchangeable Preferred Stock and any New
         Preferred Stock.

                  (h) By amending and restating in its entirety the definition
of "Preferred Stock Documents" in Section 1.1 (Defined Terms) of the Credit
Agreement to read as follows:

                  "PREFERRED STOCK DOCUMENTS" means, in respect of any Preferred
         Stock, the certificates of designation and any indentures and exchange
         debentures relating to such Preferred Stock as set forth on Schedule
         III and the certificates of designation and any indentures and exchange
         debentures relating to any New Preferred Stock.

                  (i) By amending Section 1.1 (Defined Terms) of the Credit
Agreement to insert the following definition of "Common Stock" in the correct
alphabetical order:

                  "COMMON STOCK" means the Class A or Class C Common Stock, par
value $0.001 per share, of the Borrower.



                                       3
<PAGE>

                  (j) By amending Section 1.1 (Defined Terms) of the Credit
Agreement to insert the following definition of "Effective Date" in the correct
alphabetical order:

                  "EFFECTIVE DATE" has the meaning set forth in that certain
         Amendment No. 2, dated as of June 28, 2002, among the Borrower, the
         Lenders party thereto and the Administrative Agent.

                  (k) By amending Section 1.1 (Defined Terms) of the Credit
Agreement to insert the following definition of "New Preferred Stock" in the
correct alphabetical order:

                  "NEW PREFERRED STOCK" means any Stock of the Borrower
         designated as preferred stock and issued after the Closing Date (other
         than shares of Preferred Stock issued as dividends with respect to
         outstanding shares of Preferred Stock), the terms of which provide that
         (i) no cash dividends shall be paid on such New Preferred Stock prior
         to the 91st day after the Final Maturity Date and (ii) such New
         Preferred Stock shall not be mandatorily redeemable or require any
         other cash payment to the holders thereof prior to the 91st day after
         the Final Maturity Date and which shall otherwise be on terms
         (including in respect of the redemption and dividend amount, redemption
         and dividend payment dates, and redemption and payment provisions)
         which, taken as a whole, are no less favorable to the Borrower and the
         Lenders than the terms of the Preferred Stock being redeemed or
         exchanged pursuant to SECTION 8.5(B); PROVIDED, HOWEVER, that no such
         New Preferred Stock shall be permitted to be issued if a Default or
         Event of Default has occurred which is continuing or would result
         therefrom.

                  (l) By amending Section 1.1 (Defined Terms) of the Credit
Agreement to insert the following definition of "Station EBITDA" in the correct
alphabetical order:

                  "STATION EBITDA" means, with respect to any Station for any
         period, (i) Station revenues (excluding any allocation of network
         revenues) MINUS (ii) Station operating expenses (excluding
         depreciation, amortization and any allocation of corporate overhead or
         Programming Amortization Expense).

                  (m) By amending and restating clause (a) of Section 2.7
(Mandatory Prepayments) of the Credit Agreement in its entirety to read as
follows:

                  (a) Upon receipt by the Borrower or any of its Subsidiaries of
         Net Cash Proceeds arising (i) from Spectrum License Sales, the Borrower
         shall, within one Business Day prepay the Loans in amounts equal to
         100% of the first $75,000,000 of such aggregate Net Cash Proceeds and
         50% of such aggregate Net Cash Proceeds in excess of $75,000,000; (ii)
         from (A) any other Asset Sale (other than (x) a Pre-Approved
         Transaction and (y) the first $50,000,000 of aggregate Net Cash
         Proceeds from all Asset Sales (other than Spectrum License Sales and
         Pre-Approved Transactions); PROVIDED, that the Leverage Ratio for the
         twelve-month period ending on the last day of the most recent Fiscal
         Quarter prior to such Asset Sale for which a Compliance Certificate has
         been delivered (determined after giving effect to the application of
         such proceeds and excluding Station EBITDA for any Station subject to
         such Asset Sale from the calculation of EBITDA for such period) is not
         greater than the Leverage Ratio for such period), (B) any Property Loss
         Event or (C) Debt Issuance, the Borrower shall within one Business Day
         prepay the Loans in an amount equal to 100% of such Net Cash Proceeds,
         and (iii) from an Equity Issuance (other than (w) issuance by the
         Borrower of Common Stock or New Preferred Stock but only to the extent
         the Net Cash Proceeds of such issuance are used to redeem Preferred
         Stock pursuant



                                       4
<PAGE>

         to SECTION 8.5(B), (x) issuance by the Borrower of its Stock pursuant
         to employee option plans, (y) Common Stock issued pursuant to the
         exercise of warrants issued in connection with the issuance of the
         9-3/4% Preferred Stock and (z) the first $50,000,000 of aggregate Net
         Cash Proceeds of other Equity Issuances), the Borrower shall
         immediately prepay the Loans in an amount equal to 100% (or, if, at any
         time following delivery of a Compliance Certificate for the Fiscal
         Quarter ended March 31, 2005, the Leverage Ratio for the twelve-month
         period ending on the last day of the Fiscal Quarter most recently ended
         is less than 5.5 to 1 (determined on a pro forma basis after giving
         effect to the application of such proceeds), then 50%) of such Net Cash
         Proceeds; PROVIDED, HOWEVER, that in the case of any Net Cash Proceeds
         arising from a Reinvestment Event, the Borrower shall prepay the Loans
         in an amount equal to the Reinvestment Prepayment Amount applicable to
         such Reinvestment Event, if any, on the Reinvestment Prepayment Date
         with respect to such Reinvestment Event and, pending application of
         such proceeds as specified in the Reinvestment Notice, shall pay the
         same to the Administrative Agent to be held in a Cash Collateral
         Account. Any such mandatory prepayment shall be applied in accordance
         with SECTION 2.7(C) below; provided further, however, that no
         Reinvestment Event shall be permitted to occur in respect of any Net
         Cash Proceeds which are otherwise required (pursuant to the terms of
         any Subordinated Debt Document or Preferred Stock Document) to be
         applied in prepayment of the Loans, or where the failure to apply such
         Net Cash Proceeds in prepayment of the Loans would result in an
         obligation to redeem or repurchase any Subordinated Debt or Preferred
         Stock.

                  (n) By amending and restating Section 5.1 (Minimum Net
Revenue) of the Credit Agreement in its entirety to read as follows:

                  The Borrower will have, as of the last day of each Fiscal
         Quarter set forth below, Net Revenue for the four Fiscal Quarters
         ending on such day of not less than the following:

Fiscal Quarter Ending                       Minimum Net Revenue
---------------------                       -------------------

June 30, 2001                                    $230,000,000

September 30, 2001                               $230,000,000

December 31, 2001                                $230,000,000

March 31, 2002                                   $240,000,000

June 30, 2002                                    $240,000,000

September 30, 2002                               $245,000,000

December 31, 2002                                $250,000,000

March 31, 2003                                   $260,000,000

June 30, 2003                                    $270,000,000

September 30, 2003                               $280,000,000

December 31, 2003                                $290,000,000

March 31, 2004                                   $300,000,000

June 30, 2004                                    $310,000,000

September 30, 2004                               $320,000,000

December 31, 2004                                $330,000,000



                                       5
<PAGE>


                  (o) By amending and restating Section 5.2 (Minimum EBITDA) of
the Credit Agreement in its entirety to read as follows:

                  The Borrower will have, as of the last day of each Fiscal
         Quarter set forth below, EBITDA for the four Fiscal Quarters ending on
         such day of not less than the following:

Fiscal Quarter Ending                           Minimum EBITDA
---------------------                           --------------

June 30, 2001                                     $ 3,000,000

September 30, 2001                                $12,000,000

December 31, 2001                                 $15,000,000

March 31, 2002                                    $18,000,000

June 30, 2002                                     $19,000,000

September 30, 2002                                $11,000,000

December 31, 2002                                 $14,000,000

March 31, 2003                                    $20,000,000

June 30, 2003                                     $34,000,000

September 30, 2003                                $45,000,000

December 31, 2003                                 $50,000,000

March 31, 2004                                    $56,000,000

June 30, 2004                                     $62,000,000

September 30, 2004                                $68,000,000

December 31, 2004                                 $75,000,000


                  (p) By amending and restating Section 5.3 (Maximum Senior Debt
Leverage Ratio) of the Credit Agreement in its entirety to read as follows:

                  The Borrower will maintain a Senior Debt Leverage Ratio, as
         determined as of the last day of each Fiscal Quarter set forth below,
         for the twelve months ending on such day of not more than the maximum
         ratio set forth below opposite such Fiscal Quarter:

                                              Maximum Senior Debt
Fiscal Quarter Ending                           Leverage Ratio
---------------------                         -------------------

March 31, 2005                                     2.25 to 1

June 30, 2005                                      2.25 to 1

September 30, 2005                                 2.00 to 1

December 31, 2005                                  2.00 to 1

March 31, 2006                                     2.00 to 1

June 30, 2006                                      2.00 to 1


                  (q) By amending and restating Section 5.4 (Maximum Leverage
Ratio) of the Credit Agreement in its entirety to read as follows:

                  The Borrower will maintain a Leverage Ratio, as determined as
         of the last day of each Fiscal Quarter set forth below, for the twelve
         months ending on such day of not more than the maximum ratio set forth
         below opposite such Fiscal Quarter:




                                       6
<PAGE>

Fiscal Quarter Ending                       Maximum Leverage Ratio
---------------------                       ----------------------

March 31, 2005                                     3.50 to 1

June 30, 2005                                      3.50 to 1

September 30, 2005                                 3.00 to 1

December 31, 2005                                  3.00 to 1

March 31, 2006                                     3.00 to 1

June 30, 2006                                      3.00 to 1

                  (r) By amending and restating Section 5.5 (Minimum Interest
Coverage Ratio) of the Credit Agreement in its entirety to read as follows:

                  The Borrower will maintain an Interest Coverage Ratio, as
         determined as of the last day of each Fiscal Quarter set forth below,
         for the twelve months ending on such day, of at least the minimum ratio
         set forth below opposite such Fiscal Quarter:

                                               Minimum Interest
Fiscal Quarter Ending                           Coverage Ratio
---------------------                          ----------------

March 31, 2005                                     3.50 to 1

June 30, 2005                                      3.50 to 1

September 30, 2005                                 3.50 to 1

December 31, 2005                                  3.50 to 1

March 31, 2006                                     3.50 to 1

June 30, 2006                                      3.50 to 1

                  (s) By amending and restating Section 5.6 (Minimum Fixed
Charge Coverage Ratio) of the Credit Agreement in its entirety to read as
follows:

                  The Borrower will maintain a Fixed Charge Coverage Ratio, as
         determined as of the last day of each Fiscal Quarter set forth below,
         for the twelve months ending on such day, of at least the minimum ratio
         set forth below opposite such Fiscal Quarter:

                                               Minimum Interest
Fiscal Quarter Ending                           Coverage Ratio
---------------------                          ----------------

March 31, 2005                                     1.70 to 1

June 30, 2005                                      1.70 to 1

September 30, 2005                                 1.70 to 1

December 31, 2005                                  1.70 to 1

March 31, 2006                                     1.70 to 1

June 30, 2006                                      1.70 to 1

                  (t) By amending and restating Section 5.7 (Capital
Expenditures) of the Credit Agreement in its entirety to read as follows:




                                       7
<PAGE>

                  The Borrower will not permit Capital Expenditures to be made
         or incurred during each of the Fiscal Years set forth below to be in
         excess of the maximum amount set forth below for such Fiscal Year:

                                               Maximum Capital
              Fiscal Year                        Expenditures
              -----------                      ---------------

                 2001                            $90,000,000

                 2002                            $45,000,000

                 2003                            $25,000,000

                 2004                            $25,000,000

                 2005                            $10,000,000

                 2006                            $10,000,000;


         PROVIDED, HOWEVER, that to the extent that actual Capital Expenditures
         for any Fiscal Year shall be less than the maximum amount set forth
         above for such Fiscal Year (giving effect to any carryover permitted by
         this proviso), the difference between said stated maximum amount and
         such actual Capital Expenditures shall, in addition, be available for
         Capital Expenditures in the next succeeding Fiscal Year and shall
         increase the scheduled maximum amount of Capital Expenditures for the
         next succeeding Fiscal Year by the amount of such difference.

(u) By inserting the following at the end of Article V (Financial Covenants) of
the Credit Agreement as a new Section 5.8 (Maximum Programming Rights Payments):

                  Section 5.8. MAXIMUM PROGRAMMING RIGHTS PAYMENTS. The Borrower
         will not permit Programming Rights Payments to be made or incurred
         during each of the Fiscal Years set forth below to be in excess of the
         maximum amount set forth below for such Fiscal Year:

                                                  Maximum
                                            Programming Rights
             Fiscal Year                          Payments
             -----------                    ------------------

                 2002                           $135,000,000

                 2003                           $125,000,000

                 2004                           $125,000,000

                 2005                           $125,000,000

                 2006                           $125,000,000;


         PROVIDED, HOWEVER, that to the extent the Borrower or any of its
         Subsidiaries makes any Investment permitted by SECTION 8.3(E) in any
         such Fiscal Year, the maximum Programming Rights Payments permitted for
         such Fiscal Year shall be reduced by the amount of such Investment;
         PROVIDED, FURTHER, HOWEVER, that to the extent that actual Programming
         Rights Payments for any Fiscal Year shall be less than the maximum
         amount set forth above for such Fiscal Year (giving effect to any
         carryover permitted by this proviso and any reduction pursuant to the
         previous proviso), the difference between said stated maximum amount
         and such actual Programming Rights Payments shall, in addition, be
         available for Programming Rights Payments in the next succeeding Fiscal
         Year and




                                       8
<PAGE>

         shall increase the scheduled maximum amount of Programming Rights
         Payments for the next succeeding Fiscal Year by the amount of such
         difference.

                  (v) By amending and restating Section 6.4 (Station Appraisals)
of the Credit Agreement in its entirety to read as follows:

                  The Borrower shall deliver to the Administrative Agent a
         Station Appraisal (i) annually, beginning on the first anniversary of
         the Effective Date and thereafter by no later than 12 months after the
         date when the previous Station Appraisal was provided to the
         Administrative Agent and (ii) promptly following any request therefore
         by the Requisite Lenders or (in the case of clause (b)) the
         Administrative Agent; PROVIDED, that such request pursuant to clause
         (ii) for an additional Station Appraisal may be made (a) if a Default
         or Event of Default has occurred which is continuing, at any time while
         so continuing and (b) once following the consummation of Asset Sales in
         respect of Stations having an aggregate Fair Market Value in excess of
         $250,000,000 and once following further Asset Sales for each successive
         multiple of such amount.

                  (w) By amending and restating clause (l) of Section 8.1
(Indebtedness) of the Credit Agreement in its entirety to read as follows:

                  (l) any other Indebtedness not exceeding $2,000,000 in
         aggregate.

                  (x) By amending and restating clause (e) of Section 8.3
(Investments) of the Credit Agreement in its entirety to read as follows:

                  (e) Investments in Joint Ventures, Unrestricted Subsidiaries
         and other Persons; PROVIDED, that (i) the aggregate amount of such
         Investments made in cash and the Fair Market Value of all such non-cash
         assets so invested shall not exceed $20,000,000, (ii) no Default or
         Event of Default has occurred which is continuing or would result from
         such Investment, (iii) (x) until delivery of a Compliance Certificate
         for the Fiscal Quarter ended March 31, 2005, after giving effect to
         such Investment, the Borrower shall have Liquidity of at least
         $65,000,000 and (y) after delivery of a Compliance Certificate for the
         Fiscal Quarter ended March 31, 2005, the Borrower shall be in
         compliance with the financial covenants set forth in Sections 5.3
         through 5.8 on an historical pro forma basis for the period of four
         Fiscal Quarters ending immediately prior to such Investment (assuming
         such Investment occurred on the first day of the applicable period) and
         (iv) such Investments are made for the principal purpose of obtaining
         Program Rights or reducing the Borrower's Programming Obligations,
         other broadcast operating expenses or Leverage Ratio;

                  (y) By amending and restating Section 8.5 (Restricted
Payments) of the Credit Agreement in its entirety to read as follows:

                  The Borrower will not, and will not permit any of its
         Subsidiaries to, directly or indirectly, declare, order, pay, make or
         set apart any sum for any Restricted Payment except:

                  (a) the redemption of the New Senior Subordinated Notes or any
         Preferred Stock from the Net Cash Proceeds arising from Spectrum
         License Sales to the extent not required to be applied in mandatory
         prepayment of the Obligations pursuant to SECTION 2.7(A)(I);




                                       9
<PAGE>

                  (b) the redemption of any Preferred Stock from the Net Cash
         Proceeds arising from an Equity Issuance of Common Stock or New
         Preferred Stock or the issuance of Common Stock or New Preferred Stock
         in exchange for Preferred Stock; and

                  (c) any Restricted Payment made as a result of any refinancing
         of Indebtedness or any exchange or conversion of Preferred Stock into
         Indebtedness permitted pursuant to CLAUSES (E), (F) or (G) of SECTION
         8.1;

         PROVIDED, HOWEVER, that the Restricted Payments described in CLAUSES
         (A), (B) and (C) above shall not be permitted if either (A) an Event of
         Default or Default shall have occurred and be continuing at the date of
         declaration or payment thereof or would result therefrom or (B) such
         Restricted Payment is prohibited under the terms of any Indebtedness
         (other than the Obligations) of the Borrower or any of its
         Subsidiaries; and provided further, that, notwithstanding any other
         provision of this Agreement, the Borrower will not, and will not permit
         any of its Subsidiaries to, directly or indirectly, permit any
         Unrestricted Subsidiary to make any Restricted Payment of the types
         described in CLAUSE (B) or CLAUSE (C) of the definition of "RESTRICTED
         PAYMENT" in SECTION 1.1.

                  (z) By amending and restating Section 8.7 (Restrictions on
Fundamental Changes; Permitted Acquisitions) of the Credit Agreement in its
entirety to read as follows:

         Except in connection with a Permitted Acquisition or an Investment
         pursuant to SECTION 8.3(E), the Borrower will not, and will not permit
         any of its Subsidiaries to (a) merge with any Person, (b) consolidate
         with any Person, (c) acquire all or substantially all of the Stock or
         Stock Equivalents of any Person, (d) acquire all or substantially all
         of the assets of any Person or all or substantially all of the assets
         constituting the business of a division, branch or other unit operation
         of any Person, (e) enter into any joint venture or partnership with any
         Person or (f) acquire or create any Subsidiary unless, after giving
         effect thereto, the Borrower is in compliance with SECTION 7.12;
         PROVIDED, HOWEVER, that, so long as no Default or Event of Default is
         outstanding or would result therefrom, (i) the Borrower shall be
         permitted to merge with any Subsidiary Guarantor if the Borrower is the
         surviving Person, (ii) a Subsidiary Guarantor (other than any License
         Subsidiary) shall be permitted to merge with another Subsidiary
         Guarantor (other than any License Subsidiary), and (iii) any
         Dissolution Subsidiary shall be permitted to be dissolved as
         contemplated by SECTION 4.24.

                  (aa) By amending and restating Section 8.12 (Modification of
Constituent Documents) of the Credit Agreement in its entirety to read as
follows:

                  The Borrower will not, and will not permit any of its
         Subsidiaries to, change its capital structure (including in the terms
         of its outstanding Stock) or otherwise amend its Constituent Documents,
         except for changes and amendments which (i) are made in connection with
         the issuance of New Preferred Stock or Common Stock pursuant to SECTION
         8.5(B) or (ii) individually or in the aggregate, do not materially
         adversely affect the rights and privileges of the Borrower or any of
         its Subsidiaries, or the interests of the Administrative Agent and the
         Lenders under the Loan Documents or in the Collateral.

                  (bb) By amending and restating clause (a) of Section 8.14
(Modification of Subordinated Debt Documents and Preferred Stock Documents) of
the Credit Agreement in its entirety to read as follows:




                                       10
<PAGE>

                  (a) Except as provided in SECTION 8.1(E) or in connection with
         the redemption or exchange of Preferred Stock pursuant to SECTION
         8.5(B), the Borrower will not, and will not permit any of its
         Subsidiaries to, change or amend the terms of any Subordinated Debt
         Document or Preferred Stock Document (or any indenture or agreement in
         connection therewith) if the effect of such amendment is to: (i)
         increase the interest rate or dividend on such Subordinated Debt or
         Preferred Stock; (ii) change the dates upon which payments of principal
         or interest, or the dates of redemption or payment of dividends are due
         on such Subordinated Debt or Preferred Stock other than to extend such
         dates; (iii) change any default or event of default therein other than
         to delete or make less restrictive any default provision therein, or
         add any covenant with respect thereto; (iv) change the redemption or
         prepayment provisions of such Subordinated Debt or Preferred Stock
         other than to extend the dates therefor or to reduce the premiums
         payable in connection therewith; or (v) change or amend any other term
         if such change or amendment would materially increase the obligations
         of the Borrower or such Subsidiary (as the case may be) or confer
         additional rights to the holder of such Subordinated Debt or Preferred
         Stock in a manner materially adverse to the Borrower, any of its
         Subsidiaries, the Administrative Agent or any Lender.

                  SECTION 3. CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS
AMENDMENT. This Amendment shall become effective as of the date the following
conditions precedent have been satisfied (the "EFFECTIVE DATE"):

                  (a) CERTAIN DOCUMENTS. The Administrative Agent shall have
received on or before the Effective Date all of the following, all of which
shall be in form and substance satisfactory to the Administrative Agent, in
sufficient executed copies for each of the Lenders:

                  (i)      this Amendment executed by the Borrower;

                  (ii)     the Consent, Agreement and Affirmation of Guaranty,
                           in the form attached hereto as ANNEX A, executed by
                           the Subsidiary Guarantors;

                  (iii)    an executed Acknowledgment and Consent, in the form
                           attached hereto as ANNEX B, from Lenders constituting
                           the Requisite Lenders; and

                  (iv)     such additional documentation as the Administrative
                           Agent or the Requisite Lenders may reasonably
                           require.

                  (b) AMENDMENT FEE. The Administrative Agent shall have
received from the Borrower, for the ratable benefit of the Lenders party hereto
on or prior to the Effective Date, an amendment fee equal to 0.25% of the sum of
each such Lender's (i) Commitment as of the Effective Date and (ii) Ratable
Portion of the principal amount of Term A Loans and Term B Loans outstanding on
the Effective Date.

                  (c) STATION APPRAISAL. The Administrative Agent shall have
received a Station Appraisal, dated December 2001, in respect of all Stations
owned by the Loan Parties.

                  (d) REPRESENTATIONS AND WARRANTIES. Each of the
representations and warranties made by the Borrower or any Guarantor in or
pursuant to the Credit Agreement and the other Loan Documents to which the
Borrower or any Guarantor is a party or by which the Borrower, or any Guarantor
is bound, shall be true and correct in all material respects, after giving
effect to the terms of this Amendment, on and as of the Effective Date (except
to the extent such representations and warranties in any such Loan Document
expressly relate to an earlier date).




                                       11
<PAGE>

                  (e) NO EVENTS OF DEFAULT. No Event of Default or Default shall
have occurred and be continuing on the Effective Date after giving effect to the
terms of this Amendment.

                  SECTION 4. REPRESENTATIONS AND WARRANTIES. The Borrower hereby
represents and warrants to the Administrative Agent and the Lenders that as of
the date hereof, (a) no Event of Default or Default under the Credit Agreement
shall have occurred and be continuing and (b) all of the representations and
warranties of the Loan Parties contained in Article IV of the Credit Agreement
and in any other Loan Document continue to be true and correct in all material
respects, as though made on and as of such date (except to the extent such
representations and warranties in any such Loan Document expressly relate to an
earlier date).

                  SECTION 5. COSTS AND EXPENSES. The Borrower agrees to pay on
demand in accordance with the terms of Section 13.3 of the Credit Agreement all
costs and expenses of the Administrative Agent in connection with the
preparation, reproduction, execution and delivery of this Amendment and all
other Loan Documents entered into in connection herewith, including the
reasonable fees, expenses and disbursements of Weil, Gotshal & Manges LLP,
counsel for the Administrative Agent with respect thereto.

                  SECTION 6. REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS.

                  (a) Upon the effectiveness of this Amendment, on and after the
Effective Date, each reference in the Credit Agreement to "THIS AGREEMENT",
"HEREUNDER", "HEREOF" or words of like import, and each such reference in each
other Loan Document, shall mean and be a reference to the Credit Agreement as
amended hereby.

                  (b) Except as specifically amended hereby, all of the terms of
the Credit Agreement and all other Loan Documents shall remain unchanged and in
full force and effect.

                  (c) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as an
amendment or waiver of any right, power or remedy of any Lender or the
Administrative Agent under the Credit Agreement or any of the Loan Documents,
nor constitute an amendment or waiver of any provision of the Credit Agreement
or any of the Loan Documents.

                  (d) This Amendment is a Loan Document.

                  SECTION 7. TITLES. The Section titles contained in this
Amendment are and shall be without substantive meaning or content of any kind
whatsoever and are not a part of the agreement between the parties hereto.

                  SECTION 8. EXECUTION IN COUNTERPARTS. This Amendment may be
executed and delivered in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered
shall be deemed an original and all of which taken together shall constitute one
and the same original agreement.

                  SECTION 9. NOTICES. All communications and notices to the
Administrative Agent hereunder shall be given as provided in the Credit
Agreement.

                  SECTION 10. SEVERABILITY. If any term or provision set forth
in this Amendment shall be invalid or unenforceable, the remainder of this
Amendment, or the application



                                       12
<PAGE>

of such term or provision to persons or circumstances, other than those to which
it is held unenforceable, shall not in any way be affected or impaired thereby.

                  SECTION 11. SUCCESSORS. The terms of this Amendment shall be
binding upon, and shall inure to the benefit of, the parties hereto and their
respective successors or assigns.

                  SECTION 12. GOVERNING LAW. This Amendment shall be
interpreted, and the rights and liabilities of the parties determined, in
accordance with the internal law of the State of New York.

                            [SIGNATURE PAGE FOLLOWS]




                                       13
<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written.


                                       PAXSON COMMUNICATIONS CORPORATION,
                                         as Borrower


                                       By: /s/ Thomas Severson, Jr.
                                           -------------------------------------
                                           Name:  Thomas Severson, Jr.
                                           Title: Senior Vice President, Chief
                                                  Financial Officer and
                                                  Treasurer



                                       CITICORP USA, INC.,
                                       as Administrative Agent


                                       By:
                                           -------------------------------------
                                       Name:
                                       Title:



                                       14
<PAGE>

                                                                         ANNEX A


                 CONSENT, AGREEMENT AND AFFIRMATION OF GUARANTY

                  Each of the undersigned Subsidiary Guarantors hereby consents
to the terms of the foregoing Amendment in its capacity as a guarantor under the
Guaranty and agrees that the terms of this Amendment shall not affect in any way
its obligations and liabilities under its guaranty, all of which obligations and
liabilities shall remain in full force and effect and each of which is hereby
reaffirmed.

                                       On behalf of each of the Subsidiary
                                       Guarantors under the Loan Documents


                                       By: /s/ Thomas Severson, Jr.
                                           -------------------------------------
                                           Name:  Thomas Severson, Jr.
                                           Title: Vice President and Treasurer
                                                  and, with respect to America
                                                  51, L.P., Vice President and
                                                  Treasurer of its General and
                                                  Limited Partners

<PAGE>




                                                                         ANNEX B


                           ACKNOWLEDGEMENT AND CONSENT


Paxson Communications Corporation
601 Clearwater Park Road
West Palm Beach, FL  33401
Attention: Thomas E. Severson, Jr., Chief Financial Officer,
with a copy to Anthony L. Morrison, Esq., Chief Legal Officer
Telecopy no: (561) 659-4754

Citicorp USA, Inc.
388 Greenwich Street, 21st Floor
New York, NY  10013
Attention: John P. Judge
Telecopy no: (212) 816-8084

         RE: PAXSON COMMUNICATIONS CORPORATION

Ladies and Gentlemen:

                  Reference is made to Credit Agreement, dated as of July 12,
2001, among Paxson Communications Corporation, a Delaware corporation (the
"BORROWER"), the Lenders (as defined in the Credit Agreement), Citicorp USA,
Inc., as administrative agent for the Lenders and as collateral agent for the
Secured Parties under the Collateral Documents (in each such capacity, the
"ADMINISTRATIVE AGENT"), Union Bank of California, N.A., as syndication agent
for the Lenders, and CIBC, Inc. and General Electric Capital Corporation, each
as co-documentation agents for the Lenders, as amended by Amendment No. 1, dated
as of January 7, 2002 (as amended, the "CREDIT AGREEMENT"). Unless otherwise
defined herein, capitalized terms used herein and defined in the Credit
Agreement are used herein as therein defined.

                  The Borrower has requested that the Lenders consent to an
amendment to the Credit Agreement on the terms described in Amendment No. 2 to
Credit Agreement (the "AMENDMENT"), a form of which is attached as EXHIBIT A
hereto.

                  Pursuant to Section 11.1 of the Credit Agreement, the
undersigned Lender hereby consents to the amendments of, and modifications to,
the Credit Agreement contained in the Amendment and authorizes the
Administrative Agent to execute the Amendment on its behalf.


                                       Very truly yours,


                                       -----------------------------------------
                                       (NAME OF LENDER)


                                       By:
                                           -------------------------------------
                                             Name:
                                             Title:

Dated as of June __, 2002