Exclusivity Extension Letter Eliminating Diligence Condition between Fortress Credit Corp. and Pegasus Communications Corp.

Summary

Fortress Credit Corporation confirms to Pegasus Communications Corporation that it has completed its due diligence and remains committed to providing a credit facility and term loan as previously outlined. The letter eliminates certain conditions precedent from the original commitment, clarifies that Fortress will not invest in preferred equity, and reserves the right to approve final documentation. Pegasus is reminded to pay an additional $25,000 expense deposit. The agreement is governed by New York law.

EX-10.2 3 p402610_ex10-2.txt NOTICE FORTRESS ELIMINATING DILIGENCE CONDITION Exhibit 10.2 [LETTERHEAD OF FORTRESS CREDIT CORPORATION] November 22, 2004 Mr. Marshall W. Pagon, Chairman & CEO Mr. Joseph Pooler, CFO Howard E. Verlin, Executive VP of Business Affairs and Capital Markets Pegasus Communications Corporation c/o Pegasus Communications Management Company 225 City Line Avenue - Suite 200 Bala Cynwyd, PA 19004 c/o Mr. William Lisecky Mr. Paul Conway CIBC World Markets 425 Lexington Avenue New York, NY 10017 Gentlemen: Reference is made to the commitment letter (and term sheet attached thereto) from Fortress Credit Corp. (the "Lender") to Pegasus Communications Corporation ("PCC") dated October 22, 2004 (the "Commitment Letter"). Terms used but not defined herein have the meanings assigned to them in the Commitment Letter. This letter is the Exclusivity Extension Letter described therein. The Lender hereby confirms (i) that it has completed its business due diligence, (ii) its commitment to provide the Credit Facility and Term Loan C on terms and conditions the same in all material respects to those described in the Commitment Letter, after giving effect to the elimination of the Conditions Precedent referred to in clause (iv) below, (iii) that it has elected to invest $0 of preferred equity in the transaction, and (iv) that it agrees to eliminate paragraphs (c) and (d) and the first sentence of paragraph (e) (based on the structure chart delivered by your counsel to us on November 16, 2004, and based on the list of contracts and other matters disclosed to us and listed on Annex A hereto) from the Conditions Precedent list set forth in the Commitment Letter, provided that the Lender shall continue to have the right to approve the final documentation and any modifications to the structure proposed after the delivery of this Exclusivity Extension Letter. This Exclusivity Extension Letter shall be governed by the laws of the State of New York. As a reminder, and in accordance with the Commitment Letter, PCC is now obligated to remit to the Lender an additional $25,000 expense deposit to cover legal expenses. Very truly yours, FORTRESS CREDIT CORPORATION By: /s/ Kenneth Sands --------------------------------- Name: Kenneth Sands Title: Managing Director -2-