<PAGE>

                                                                    Exhibit 4.2





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

                                BIG CITY RADIO, INC.



                        11 1/4%  Senior Discount Notes due 2005

                 GUARANTEED BY THE SUBSIDIARY GUARANTORS NAMED HEREIN


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


                                      INDENTURE

                              Dated as of March 17, 1998


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



               FIRST TRUST NATIONAL ASSOCIATION, a national association

                                      as Trustee

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


<PAGE>

<TABLE>
<CAPTION>
                                CROSS-REFERENCE TABLE

TIA                                             Indenture
Section                                         Section
<S>                                             <C>

310(a)(1)              .........................               7.10
   (a)(2)              .........................               7.10
   (a)(3)              .........................               N.A.
   (a)(4)              .........................               N.A.
   (b)                 .........................               7.10
   (c)                 .........................               N.A.
311(a)                 .........................               7.11
   (b)                 .........................               7.11
   (c)                 .........................               N.A.
312(a)                 .........................               2.5
   (b)                 .........................               11.3
   (c)                 .........................               11.3
313(a)                 .........................               7.6
   (b)(1)              .........................               N.A.
   (b)(2)              .........................               7.6
   (c)                 .........................               11.2
   (d)                 .........................               7.6
314(a)                 .........................    3.2; 3.10; 11.2
   (b)                 .........................               N.A.
   (c)(1)              .........................               10.4
   (c)(2)              .........................               10.4
   (c)(3)              .........................               N.A.
   (d)                 .........................               N.A.
   (e)                 .........................               10.5
   (f)                 .........................               3.17
315(a)                 .........................               7.1
   (b)                 .........................               7.5
   (c)                 .........................               7.1
   (d)                 .........................               7.1
   (e)                 .........................               6.11
316(a)(last sentence)  .........................               10.6
   (a)(1)(A)           .........................               6.5
   (a)(1)(B)           .........................               6.4
   (a)(2)              .........................               N.A.
   (b)                 .........................               6.7
317(a)(1)              .........................               6.8
   (a)(2)              .........................               6.9
   (b)                 .........................               2.4
318(a)                 .........................               10.1

</TABLE>

     N.A. means Not Applicable.
-----------------------------------
Note:     This Cross-Reference Table shall not, for any purpose, be deemed to be
          part of the Indenture.

<PAGE>

                                  TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                 Page
<S>                                                                              <C>
ARTICLE I  Definitions and Incorporation by Reference. . . . . . . . . . . . . . . .1
     SECTION 1.1  Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . .1
     SECTION 1.2  Other Definitions. . . . . . . . . . . . . . . . . . . . . . . . 22
     SECTION 1.3  Incorporation by Reference of Trust Indenture Act. . . . . . . . 23
     SECTION 1.4  Rules of Construction. . . . . . . . . . . . . . . . . . . . . . 23

ARTICLE II  The Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
     SECTION 2.1  Form, Dating and Terms . . . . . . . . . . . . . . . . . . . . . 24
     SECTION 2.2  Execution and Authentication . . . . . . . . . . . . . . . . . . 34
     SECTION 2.3  Registrar and Paying Agent . . . . . . . . . . . . . . . . . . . 35
     SECTION 2.4  Paying Agent To Hold Money in Trust. . . . . . . . . . . . . . . 36
     SECTION 2.5  Securityholder Lists . . . . . . . . . . . . . . . . . . . . . . 36
     SECTION 2.6  Transfer and Exchange. . . . . . . . . . . . . . . . . . . . . . 36
     SECTION 2.7  Form of Certificate to be Delivered in Connection with
                    Transfers to Institutional Accredited Investors. . . . . . . . 40
     SECTION 2.8  Form of Certificate to be Delivered in Connection with
                     Transfers Pursuant to Regulation S. . . . . . . . . . . . . . 42
     SECTION 2.9  Mutilated, Destroyed, Lost or Stolen Securities. . . . . . . . . 44
     SECTION 2.10  Outstanding Securities. . . . . . . . . . . . . . . . . . . . . 45
     SECTION 2.11  Temporary Securities. . . . . . . . . . . . . . . . . . . . . . 45
     SECTION 2.12  Cancellation. . . . . . . . . . . . . . . . . . . . . . . . . . 46
     SECTION 2.13  Payment of Interest; Defaulted Interest . . . . . . . . . . . . 46
     SECTION 2.14  Computation of Interest . . . . . . . . . . . . . . . . . . . . 48
     SECTION 2.15  CUSIP Numbers . . . . . . . . . . . . . . . . . . . . . . . . . 48

ARTICLE III  Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
     SECTION 3.1  Payment of Securities. . . . . . . . . . . . . . . . . . . . . . 48
     SECTION 3.2  SEC Reports and Available Information. . . . . . . . . . . . . . 49
     SECTION 3.3  Limitation on Indebtedness . . . . . . . . . . . . . . . . . . . 49
     SECTION 3.4  Limitation on Asset Swaps. . . . . . . . . . . . . . . . . . . . 51
     SECTION 3.5  Limitation on Restricted Payments. . . . . . . . . . . . . . . . 51
     SECTION 3.6  Limitation on Restrictions on Distributions from Restricted
                             Subsidiaries. . . . . . . . . . . . . . . . . . . . . 54
     SECTION 3.7  Limitation on Sales of Assets. . . . . . . . . . . . . . . . . . 56
     SECTION 3.8  Limitation on Affiliate Transactions . . . . . . . . . . . . . . 59
     SECTION 3.9  Change of Control. . . . . . . . . . . . . . . . . . . . . . . . 60
     SECTION 3.10  Limitation on Restricted Subsidiary Capital Stock . . . . . . . 62
     SECTION 3.11  Limitation on Liens . . . . . . . . . . . . . . . . . . . . . . 62
     SECTION 3.12  Subsidiary Guarantors . . . . . . . . . . . . . . . . . . . . . 62
     SECTION 3.13  Limitation on Lines of Business . . . . . . . . . . . . . . . . 63
     SECTION 3.14  Maintenance of Office or Agency . . . . . . . . . . . . . . . . 63
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                                                 Page
<S>                                                                              <C>
     SECTION 3.15  Corporate Existence . . . . . . . . . . . . . . . . . . . . . . 64
     SECTION 3.16  Payment of Taxes and Other Claims . . . . . . . . . . . . . . . 64
     SECTION 3.17  Compliance Certificate. . . . . . . . . . . . . . . . . . . . . 65
     SECTION 3.18  Further Instruments and Acts. . . . . . . . . . . . . . . . . . 65

ARTICLE IV  Successor Company. . . . . . . . . . . . . . . . . . . . . . . . . . . 65
     SECTION 4.1  Merger and Consolidation . . . . . . . . . . . . . . . . . . . . 65

ARTICLE V Redemption of Securities . . . . . . . . . . . . . . . . . . . . . . . . 67
     SECTION 5.1  Optional Redemption. . . . . . . . . . . . . . . . . . . . . . . 67
     SECTION 5.2  Applicability of Article . . . . . . . . . . . . . . . . . . . . 67
     SECTION 5.3  Election to Redeem; Notice to Trustee. . . . . . . . . . . . . . 67
     SECTION 5.4  Selection by Trustee of Securities to Be Redeemed. . . . . . . . 67
     SECTION 5.5  Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . 68
     SECTION 5.6  Deposit of Redemption Price. . . . . . . . . . . . . . . . . . . 69
     SECTION 5.7  Securities Payable on Redemption Date. . . . . . . . . . . . . . 69
     SECTION 5.8  Securities Redeemed in Part. . . . . . . . . . . . . . . . . . . 70

ARTICLE VI  Defaults and Remedies. . . . . . . . . . . . . . . . . . . . . . . . . 70
     SECTION 6.1  Events of Default. . . . . . . . . . . . . . . . . . . . . . . . 70
     SECTION 6.2  Acceleration . . . . . . . . . . . . . . . . . . . . . . . . . . 73
     SECTION 6.3  Other Remedies . . . . . . . . . . . . . . . . . . . . . . . . . 74
     SECTION 6.4  Waiver of Past Defaults. . . . . . . . . . . . . . . . . . . . . 74
     SECTION 6.5  Control by Majority. . . . . . . . . . . . . . . . . . . . . . . 74
     SECTION 6.6  Limitation on Suits. . . . . . . . . . . . . . . . . . . . . . . 75
     SECTION 6.7  Rights of Holders to Receive Payment . . . . . . . . . . . . . . 75
     SECTION 6.8  Collection Suit by Trustee . . . . . . . . . . . . . . . . . . . 76
     SECTION 6.9  Trustee May File Proofs of Claim . . . . . . . . . . . . . . . . 76
     SECTION 6.10  Priorities. . . . . . . . . . . . . . . . . . . . . . . . . . . 76
     SECTION 6.11  Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . 77

ARTICLE VII   Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
     SECTION 7.1  Duties of Trustee. . . . . . . . . . . . . . . . . . . . . . . . 77
     SECTION 7.2  Rights of Trustee. . . . . . . . . . . . . . . . . . . . . . . . 79
     SECTION 7.3  Individual Rights of Trustee . . . . . . . . . . . . . . . . . . 80
     SECTION 7.4  Trustee's Disclaimer . . . . . . . . . . . . . . . . . . . . . . 80
     SECTION 7.5  Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . 80
     SECTION 7.6  Reports by Trustee to Holders. . . . . . . . . . . . . . . . . . 80
     SECTION 7.7  Compensation and Indemnity . . . . . . . . . . . . . . . . . . . 81
     SECTION 7.8  Replacement of Trustee . . . . . . . . . . . . . . . . . . . . . 82
     SECTION 7.9  Successor Trustee by Merger. . . . . . . . . . . . . . . . . . . 83
     SECTION 7.10  Eligibility; Disqualification . . . . . . . . . . . . . . . . . 84
     SECTION 7.11  Preferential Collection of Claims Against Company . . . . . . . 84
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                                                 Page
<S>                                                                              <C>
ARTICLE VIII   Discharge of Indenture; Defeasance. . . . . . . . . . . . . . . . . 84
     SECTION 8.1  Discharge of Liability on Securities; Defeasance . . . . . . . . 84
     SECTION 8.2  Conditions to Defeasance . . . . . . . . . . . . . . . . . . . . 85
     SECTION 8.3  Application of Trust Money . . . . . . . . . . . . . . . . . . . 87
     SECTION 8.4  Repayment to Company . . . . . . . . . . . . . . . . . . . . . . 87
     SECTION 8.5  Indemnity for U.S. Government Obligations. . . . . . . . . . . . 88
     SECTION 8.6  Reinstatement. . . . . . . . . . . . . . . . . . . . . . . . . . 88

ARTICLE IX  Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
     SECTION 9.1  Without Consent of Holders . . . . . . . . . . . . . . . . . . . 88
     SECTION 9.2  With Consent of Holders. . . . . . . . . . . . . . . . . . . . . 89
     SECTION 9.3  Compliance with Trust Indenture Act. . . . . . . . . . . . . . . 90
     SECTION 9.4  Revocation and Effect of Consents and Waivers. . . . . . . . . . 91
     SECTION 9.5  Notation on or Exchange of Securities. . . . . . . . . . . . . . 91
     SECTION 9.6  Trustee To Sign Amendments . . . . . . . . . . . . . . . . . . . 91

ARTICLE X Guarantee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
     SECTION 10.2  Limitation on Liability; Termination, Release and Discharge . . 95
     SECTION 10.3  Right of Contribution . . . . . . . . . . . . . . . . . . . . . 95
     SECTION 10.4  No Subrogation. . . . . . . . . . . . . . . . . . . . . . . . . 96

ARTICLE XI  Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
     SECTION 11.1  Trust Indenture Act Controls. . . . . . . . . . . . . . . . . . 96
     SECTION 11.2  Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
     SECTION 11.3  Communication by Holders with other Holders . . . . . . . . . . 97
     SECTION 11.4  Certificate and Opinion as to Conditions Precedent. . . . . . . 98
     SECTION 11.5  Statements Required in Certificate or Opinion . . . . . . . . . 98
     SECTION 11.6  When Securities Disregarded . . . . . . . . . . . . . . . . . . 98
     SECTION 11.7  Rules by Trustee, Paying Agent and Registrar. . . . . . . . . . 99
     SECTION 11.8  Legal Holidays. . . . . . . . . . . . . . . . . . . . . . . . . 99
     SECTION 11.9  Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . 99
     SECTION 11.10  No Recourse Against Others . . . . . . . . . . . . . . . . . . 99
     SECTION 11.11  Successors . . . . . . . . . . . . . . . . . . . . . . . . . . 99
     SECTION 11.12  Multiple Originals . . . . . . . . . . . . . . . . . . . . . . 99
     SECTION 11.13  Variable Provisions. . . . . . . . . . . . . . . . . . . . . .100
     SECTION 11.14  Qualification of Indenture . . . . . . . . . . . . . . . . . .100
     SECTION 11.15  Table of Contents; Headings. . . . . . . . . . . . . . . . . .100
</TABLE>

EXHIBIT A
EXHIBIT B
EXHIBIT C


<PAGE>

INDENTURE dated as of March 17, 1998, by and among BIG CITY RADIO, INC., a
Delaware corporation (the "Company"), the SUBSIDIARY GUARANTORS referred to
herein and FIRST TRUST NATIONAL ASSOCIATION, a national association (the
"Trustee").

          Each party agrees as follows for the benefit of the other parties and
for the equal and ratable benefit of the Holders of the Company's 111/4% Senior
Discount Notes due 2005 (the "Initial Securities") and, if and when issued in
exchange for Initial Securities as provided in the Registration Rights Agreement
(as hereinafter defined), the Company's 111/4% Senior Discount Notes due 2005
which have been registered under the Securities Act (as hereinafter defined)
(the "Exchange Securities" and, together with the Initial Securities, the
"Securities"):

                                   ARTICLE 1

                   Definitions and Incorporation by Reference

          SECTION 1.1 Definitions.

          "Accreted Value" means as of the date of determination prior to March
15, 2001, with respect to any Security, the sum of (a) the initial offering
price of such Security and (b) the portion of the excess of the principal amount
of such Security over such initial offering price which shall have been accreted
thereon through such date, such amount to be so accreted on a daily basis at the
rate of 111/4% per annum, compounded semi-annually on each March 15 and
September 15 from the Issue Date through the date of determination, computed on
the basis of a 360-day year of twelve 30-day months.  The Accreted Value of any
Security on or after March 15, 2001 shall be 100% of the principal amount
thereof.

          "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 the purposes of this definition,
"control" when used with respect to any person means the power to direct the
management and policies of such person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

<PAGE>


          "Asset Acquisition" means (i) an Investment by the Company or any
Subsidiary of the Company in any other Person pursuant to which such Person
shall become a Subsidiary of the Company or shall be consolidated into or merged
with the Company or any Subsidiary of the Company or (ii) the acquisition by the
Company or any Subsidiary of the Company of assets of any Person comprising a
division or line of business of such Person.

          "Asset Disposition" means any sale, lease, transfer, issuance or other
disposition (or series of related sales, leases, transfers, issuances or
dispositions that are part of a common plan) of shares of Capital Stock of a
Restricted Subsidiary (other than directors' qualifying shares), property or
other assets (each referred to for the purposes of this definition as a
"disposition") by the Company or any of its Restricted Subsidiaries (including
any disposition by means of a merger, consolidation or similar transaction)
other than (i) a disposition by a Restricted Subsidiary or the Company to the
Company or a Restricted Subsidiary, (ii) the disposition of Cash Equivalents in
the ordinary course of business, (iii) a disposition of inventory or other
property in the ordinary course of business, (iv) a disposition of obsolete,
damaged or worn out equipment or equipment that is no longer useful in the
conduct of the business of the Company and its Restricted Subsidiaries and that
is disposed of in each case in the ordinary course of business, (v) transactions
permitted under Section 4.1 of this Indenture, (vi) for purposes of Section 3.7
of this Indenture only, a disposition subject to Section 3.5 of this Indenture,
(vii) transactions permitted by paragraph (b) of Section 3.8 of this Indenture,
(viii) the surrender or waiver of contract rights or the settlement, release or
surrender of contract, tort or other claims of any kind, (ix) pursuant to
foreclosure or other exercise of remedies and (x) an Asset Swap made in
compliance with Section 3.4 of this Indenture.

          "Asset Swap" means the execution of a definitive agreement, subject
only to approval by the Federal Communications Commission ("FCC") and other
customary closing conditions, that the Company in good faith believes will be
satisfied, for a substantially concurrent purchase and sale, or exchange, of
Broadcast Assets between the Company or any of its Restricted Subsidiaries and
another Person or group of Affiliated Persons; provided, that any amendment to
or waiver of any closing condition which individually or in the aggregate, is
material to the Asset Swap shall be deemed to be a new Asset Swap.

          "Attributable Indebtedness" in respect of a Sale/Leaseback Transaction
means, as at the time of determination, the present value (discounted at the
interest (or accretion) rate borne by the Securities, compounded semi-annually)
of the
                                       2
<PAGE>

total obligations of the lessee for rental payments during the remaining term of
the lease included in such Sale/Leaseback Transaction (including any period for
which such lease has been extended).

          "Average Life" means, as of the date of determination, with respect to
any Indebtedness or Preferred Stock, the quotient obtained by dividing (i) the
sum of the products of the numbers of years from the date of determination to
the dates of each successive scheduled principal payment of such Indebtedness or
redemption or similar payment with respect to such Preferred Stock multiplied by
the amount of such payment by (ii) the sum of all such payments.

          "Board of Directors" means, as to any Person, the board of directors
of such Person or any duly authorized committee thereof.

          "Broadcast Asset" means assets used or useful in the radio broadcast
or any business reasonably related thereto.

          "Business Day" means a day other than a Saturday, Sunday or other day
on which commercial banking institutions are authorized or required by law to
close in New York City.

          "Capital Contribution" means any contribution to the equity of the
Company from a direct or indirect parent of the Company for which no
consideration, other than the issuance of shares of common stock with no
redemption rights or special preferences, privileges or voting rights is given.

          "Capital Stock" of any Person means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) equity of such Person, including any Preferred
Stock, but excluding any debt securities convertible into or exchangeable for
such equity.

          "Capitalized Lease Obligations" means an obligation that is required
to be classified and accounted for as a capitalized lease for financial
reporting purposes in accordance with GAAP, and the amount of Indebtedness
represented by such obligation shall be the capitalized amount of such
obligation determined in accordance with GAAP, and the Stated Maturity thereof
shall be the date of the last payment of rent or any other amount due under such
lease to the first date such lease may be terminated without penalty.

                                       3
<PAGE>


          "Cash Equivalents" means (i) securities issued or directly and fully
guaranteed or insured by the United States Government or any agency or
instrumentality thereof, having maturities of not more than one year from the
date of acquisition; (ii) marketable general obligations issued by any state of
the United States of America or any political subdivision of any such state or
any public instrumentality thereof maturing within one year from the date of
acquisition thereof and, at the time of acquisition thereof, having a credit
rating of "A" or better from either Standard & Poor's Ratings Group or Moody's
Investors Service, Inc.; (iii) certificates of deposit, time deposits,
Eurodollar time deposits, overnight bank deposits or bankers' acceptances having
maturities of not more than one year from the date of acquisition thereof issued
by any commercial bank the long-term debt of which is rated at the time of
acquisition thereof at least "A" or the equivalent thereof by Standard & Poor's
Rating Group, or "A" or the equivalent thereof by Moody's Investors Service,
Inc., and having capital and surplus in excess of $500,000,000; (iv) repurchase
obligations with a term of not more than seven days for underlying securities of
the types described in clauses (i), (ii) and (iii) entered into with any bank
meeting the qualifications specified in clause (iii) above; (v) commercial paper
rated at the time of acquisition thereof at least "A-2" or the equivalent
thereof by Standard & Poor's Rating Group or "P-2" or the equivalent thereof by
Moody's Investors Service, Inc., or carrying an equivalent rating by a
nationally recognized rating agency, if both of the two named rating agencies
cease publishing ratings of investments, and in either case maturing within 270
days after the date of acquisition thereof; and (vi) interests in any investment
company which invests solely in instruments of the type specified in clauses (i)
through (v) above.

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

          "Company" means Big City Radio, Inc., a Delaware corporation, or any
successor thereto which assumes the obligations under the Securities pursuant to
this Indenture.

          "Consolidated EBITDA" for any period means, with respect to any
person, the Consolidated Net Income of such person for such period, plus the
following to the extent deducted in calculating such Consolidated Net Income of
such person: (i) income tax expense, (ii) Consolidated Interest Expense of such
person, (iii) depreciation expense, (iv) amortization of intangibles and (v)
other non-cash charges reducing Consolidated Net Income of such person
(excluding any such non-cash charge to the extent it represents an accrual of or
reserve for cash charges in any future period of amortization of a prepaid cash
expense that was paid

                                       4
<PAGE>

in a prior period not included in the calculation).  Notwithstanding the
foregoing, the provision for taxes based on the income or profits of, and the
interest, depreciation and amortization of, a Restricted Subsidiary of such
person shall be added to Consolidated Net Income of such person to compute
Consolidated EBITDA of such person only to the extent (and in the same
proportion) that the net income of such Restricted Subsidiary was included in
calculating the Consolidated Net Income of such person.

          "Consolidated Interest Expense" means, with respect to any person, for
any period, the total interest expense of such person and its Consolidated
Subsidiaries, plus, to the extent not included in such interest expense, (i)
interest expense attributable to Capitalized Lease Obligations of such person
and its Consolidated Subsidiaries and the interest portion of rent expense
associated with Attributable Indebtedness in respect of the relevant lease
giving rise thereto, determined as if such lease were a capitalized lease in
accordance with GAAP, (ii) amortization of debt discount and debt issuance cost,
(iii) capitalized interest and accrued interest, (iv) non-cash interest expense,
(v) commissions, discounts and other fees and charges owed with respect to
letters of credit and bankers' acceptance financing, (vi) interest actually paid
by such person or any such Consolidated Subsidiary under any Guarantee of
Indebtedness or other obligation of any other Person, (vii) net costs associated
with Interest Rate Agreements of such person and its Consolidated Subsidiaries
(including amortization of fees), (viii) dividends in respect of all
Disqualified Stock of such person and all Preferred Stock of its Subsidiaries
(other than pay in kind dividends or accretions to liquidation value of
Preferred Stock that is not Disqualified Stock), in each case, held by Persons
other than such person or a Restricted Subsidiary and (ix) the cash
contributions to any employee stock ownership plan or similar trust to the
extent such contributions are used by such plan or trust to pay interest or fees
to any Person (other than such person) in connection with Indebtedness Incurred
by such plan or trust; provided, however, that there shall be excluded therefrom
any such interest expense of any Unrestricted Subsidiary to the extent the
related Indebtedness is not Guaranteed or paid by such person or any Restricted
Subsidiary.  For purposes of the foregoing, total interest expense shall be
determined after giving effect to any net payments made or received by such
person and its Consolidated Subsidiaries with respect to Interest Rate
Agreements.  Notwithstanding the foregoing, the Consolidated Interest Expense
with respect to any Restricted Subsidiary of such person that was not a Wholly
Owned Subsidiary shall be included only to the extent (and in the same
proportion) that the net income of such Restricted Subsidiary was included in
calculating Consolidated Net Income.

                                       5
<PAGE>


          "Consolidated Leverage Ratio" means, with respect to any person, the
ratio of (i) the aggregate outstanding amount of Indebtedness of such person and
its Consolidated Subsidiaries as of the date of calculation on a consolidated
basis in accordance with GAAP plus the aggregate liquidation preference of all
Disqualified Stock of such person and of all outstanding Preferred Stock of
Consolidated Subsidiaries of such person to (ii) the Consolidated EBITDA of such
person for the four full fiscal quarters (the "Four Quarter Period") ending on
or immediately prior to the date of determination.

          For purposes of this definition, the aggregate outstanding amount of
Indebtedness of such person and its Consolidated Subsidiaries for which such
calculation is made shall be determined on a pro forma basis as if the
Indebtedness giving rise to the need to perform such calculation had been
incurred and the proceeds therefrom had been applied, and all other transactions
in respect of which such Indebtedness is being incurred had occurred, on the
last day of the Four Quarter Period.  In addition to the foregoing, for purposes
of this definition, "Consolidated EBITDA" of any person shall be calculated on a
pro forma basis after giving effect to (i) the incurrence of the Indebtedness of
such person and its Consolidated Subsidiaries (and the application of the
proceeds therefrom) giving rise to the need to make such calculation and any
incurrence (and the application of the proceeds therefrom) or repayment of other
Indebtedness, other than the incurrence or repayment of Indebtedness pursuant to
working capital facilities, at any time on or subsequent to the beginning of the
Four Quarter Period and on or prior to the date of determination, as if such
incurrence (and the application of the proceeds thereof), or the repayment as
the case may be, occurred on the first day of the Four Quarter Period (except
that, in making such computation, the amount of Indebtedness under any revolving
credit facility outstanding on the date of such calculation shall be computed
based on the average daily balance of such Indebtedness (and any Indebtedness
under a revolving credit facility replaced by such Indebtedness) during such
Four Quarter Period or such shorter period when such facility and any replaced
facility was outstanding), and (ii) any Asset Dispositions or Asset Acquisitions
of such person and its Consolidated Subsidiaries (including, without limitation,
any Asset Acquisition giving rise to the need to make such calculation as a
result of such person or one of its Consolidated Subsidiaries (including any
Person that becomes a Consolidated Subsidiary as a result of such Asset
Acquisition) incurring, assuming or otherwise becoming liable for Indebtedness)
at any time on or subsequent to the first day of the Four Quarter Period and on
or prior to the date of determination, as if such Asset Disposition or Asset
Acquisition (including the incurrence, assumption or liability for any such
Indebtedness and also including any pro forma effects on Consolidated EBITDA

                                       6
<PAGE>

associated with such Asset Acquisition) occurred on the first day of the Four
Quarter Period.  Furthermore, in calculating "Consolidated Interest Expense" of
any person for purposes of the calculation of "Consolidated EBITDA," of such
Person (i) interest on Indebtedness determined on a fluctuating basis as of the
date of determination (including Indebtedness actually incurred on the date of
the transaction giving rise to the need to calculate the Consolidated Leverage
Ratio) and which will continue to be so determined thereafter shall be deemed to
have accrued at a fixed rate per annum equal to the rate of interest on such
Indebtedness as in effect on the date of determination and (ii) notwithstanding
(i) above, interest determined on a fluctuating basis, to the extent such
interest is covered by Interest Rate Agreements, shall be deemed to accrue at
the rate per annum resulting after giving effect to the operation of such
agreements.

          "Consolidated Net Income" means, with respect to any person, for any
period, the net income (loss) of such person and its Consolidated Subsidiaries
determined in accordance with GAAP; provided, however, that there shall not be
included in such Consolidated Net Income: (i) any net income (loss) of any
Person if such Person is not a Restricted Subsidiary, except that (A) subject to
the limitations contained in (iv) below, such person's equity in the net income
of any such Person for such period shall be included in such Consolidated Net
Income up to the aggregate amount of cash actually distributed by such Person
during such period to such person or a Restricted Subsidiary as a dividend or
other distribution (subject, in the case of a dividend or other distribution to
a Restricted Subsidiary, to the limitations contained in clause (iii) below) and
(B) such person's equity in a net loss of any such Person (other than an
Unrestricted Subsidiary) for such period shall be included in determining such
Consolidated Net Income to the extent such loss has been funded with cash from
such person or a Restricted Subsidiary; (ii) any net income (loss) of any Person
acquired by such person or a Subsidiary of such person in a pooling of interests
transaction for any period prior to the date of such acquisition; (iii) any net
income of any Restricted Subsidiary if such Restricted Subsidiary is subject to
restrictions, directly or indirectly, on the payment of dividends or the making
of distributions by such Restricted Subsidiary, directly or indirectly, to such
person, except that (A) subject to the limitations contained in (iv) below such
person's equity in the net income of any such Restricted Subsidiary for such
period shall be included in such Consolidated Net Income up to the aggregate
amount of cash that could have been distributed by such Restricted Subsidiary
during such period to such person or another Restricted Subsidiary as a dividend
(subject, in the case of a dividend or other distribution to another Restricted
Subsidiary, to the limitation contained in this clause) and (B) such person's
equity in a net loss of any such Restricted Subsidiary

                                       7
<PAGE>

for such period shall be included in determining such Consolidated Net Income;
(iv) any gain (loss) realized upon the sale or other disposition of any
property, plant or equipment of such person or its Consolidated Subsidiaries
(including pursuant to any Sale/Leaseback Transaction) which is not sold or
otherwise disposed of in the ordinary course of business and any gain (loss)
realized upon the sale or other disposition of any Capital Stock of any Person;
(v) any extraordinary gain or loss and (vi) the cumulative effect of a change in
accounting principles.

          "Consolidated Senior Leverage Ratio" means, with respect to any
person, the ratio of (i) the aggregate outstanding amount of secured
Indebtedness of such person and its Consolidated Subsidiaries as of the date of
calculation on a consolidated basis in accordance with GAAP to (ii) the
Consolidated EBITDA of such person for the four full fiscal quarters (the "Four
Quarter Period") ending on or immediately prior to the date of determination.

          For purposes of this definition, the aggregate outstanding amount of
secured Indebtedness of such person and its Consolidated Subsidiaries for which
such calculation is made shall be determined on a pro forma basis as if the
Indebtedness giving rise to the need to perform such calculation had been
Incurred and the proceeds therefrom had been applied, and all other transactions
in respect of which such secured Indebtedness is being Incurred had occurred, on
the last day of the Four Quarter Period.  In addition to the foregoing, for
purposes of this definition, Consolidated EBITDA of any person shall be
calculated on a pro forma basis after giving effect to (i) the Incurrence of the
Indebtedness of such person and its Consolidated Subsidiaries (and the
application of the proceeds therefrom) giving rise to the need to make such
calculation and any Incurrence (and the application of the proceeds therefrom)
or repayment of other Indebtedness, other than the Incurrence or repayment of
Indebtedness pursuant to working capital facilities, at any time on or
subsequent to the beginning of the Four Quarter Period and on or prior to the
date of determination, as if such Incurrence (and the application of the
proceeds thereof), or the repayment, as the case may be, occurred on the first
day of the Four Quarter Period, and (ii) any Asset Dispositions or Asset
Acquisitions of such person and its Consolidated Subsidiaries (including,
without limitation, any Asset Acquisition giving rise to the need to make such
calculation as a result of such Person or one of its Consolidated Subsidiaries
(including any Person that becomes a Consolidated Subsidiary as a result of such
Asset Acquisition) Incurring, assuming or otherwise becoming liable for
Indebtedness) at any time on or subsequent to the first day of the Four Quarter
Period and on or prior to the date of determination, as if such Asset
Disposition or Asset Acquisition (including the Incurrence, assumption or
liability

                                       8
<PAGE>

for any such secured Indebtedness and also including any Consolidated EBITDA
associated with such Asset Acquisition) occurred on the first day of the Four
Quarter Period.  Furthermore, in calculating "Consolidated Interest Expense" for
purposes of the calculation of "Consolidated EBITDA," (i) interest on secured
Indebtedness determined on a fluctuating basis as of the date of determination
(including Indebtedness actually Incurred on the date of the transaction giving
rise to the need to calculate the Consolidated Senior Leverage Ratio) and which
will continue to be so determined thereafter shall be deemed to have accrued at
a fixed rate per annum equal to the rate of interest on such Indebtedness as in
effect on the date of determination and (ii) notwithstanding (i) above, interest
determined on a fluctuating basis, to the extent such interest is covered by
Interest Rate Agreements, shall be deemed to accrue at the rate per annum
resulting after giving effect to the operation of such agreements.

          "Consolidated Subsidiaries" means, with respect to any Person, the
Restricted Subsidiaries of such Person that are consolidated with such Person in
accordance with GAAP.

          "Default" means any event which is, or after notice or passage of time
or both would be, an Event of Default.

          "Defaulted Interest" shall have the meaning set forth in Section 2.13.

          "Depositary" means The Depository Trust Company, its nominees and
their respective successors and assigns, or such other depository institution
hereinafter appointed by the Company.

          "Disqualified Stock" means, with respect to any Person, any Capital
Stock of such Person which by its terms (or by the terms of any security into
which it is convertible or for which it is exchangeable) (i) matures or is
mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (ii)
is convertible into or exchangeable for Indebtedness or Disqualified Stock of
such Person (excluding Capital Stock which is convertible or exchangeable solely
at the option of the Company or a Restricted Subsidiary) or (iii) is redeemable
at the option of the holder thereof, in whole or in part, in each case on or
prior to the Stated Maturity of the Securities, provided, that only the portion
of Capital Stock which so matures or is mandatorily redeemable, is so
convertible or exchangeable or is so redeemable at the option of the holder
thereof prior to such Stated Maturity shall be deemed to be Disqualified Stock
and; provided, further, that any Capital Stock that would not

                                       9
<PAGE>

constitute Disqualified Stock but for provisions thereof giving holders
thereof the right to require such Person to repurchase or redeem such Capital
Stock upon the occurrence of any "asset sale" or "change of control"
occurring prior to the Stated Maturity of the Securities shall not constitute
Disqualified Stock if the "asset sale" or "change of control" provisions
applicable to such Capital Stock are not more favorable to the holders of
such Capital Stock than the provisions described under Section 3.7 or Section
3.9 of this Indenture  and if such provisions do not permit payment to the
holders of such Capital Stock prior to the Holders of the Securities.

          "Equity Offering" means an offering or issuance for cash by the
Company of its shares of Capital Stock (other than Disqualified Stock).

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

          "Fair Market Value" means, with respect to any asset or property, the
sale value that would be obtained in an arm's length transaction between an
informed and willing seller under no compulsion to sell and an informed and
willing buyer under no compulsion to buy.  All determinations in the covenants
of Fair Market Value shall be made by the Board of Directors of the Company and
shall be evidenced by a resolution of such Board of Directors set forth in an
Officers' Certificate delivered to the Trustee, upon which the Trustee may
conclusively rely.

          "GAAP" means generally accepted accounting principles in the United
States of America, as in effect as of the date of this Indenture, including
those 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 approved by a significant segment of the
accounting profession.  All ratios and computations based on GAAP contained in
this Indenture shall be computed in conformity with GAAP.

          "Guarantee" means any obligation, contingent or otherwise, of any
person directly or indirectly guaranteeing any Indebtedness of any other Person
and any obligation, direct or indirect, contingent or otherwise, of such person
(i) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness of such other Person (whether arising by virtue of
partnership arrangements, or by agreement to keep-well, to purchase assets,
goods, securities or services, to take-or-pay, or to maintain financial
statement conditions or otherwise) or (ii)

                                       10
<PAGE>

entered into for purposes of assuring in any other manner the obligee of such
Indebtedness of the payment thereof or to protect such obligee against loss in
respect thereof (in whole or in part); provided, however, that the term
"Guarantee" shall not include endorsements for collection or deposit in the
ordinary course of business.  The term "Guarantee" used as a verb has a
corresponding meaning.

          "Holder" or "Securityholder" means the Person or Persons in whose name
a Security is registered on the Registrar's books.

          "Incur" means issue, assume, Guarantee, incur or otherwise become
liable for (including as a result of an Asset Acquisition); provided, however,
that any Indebtedness or Capital Stock of a Person existing at the time such
Person becomes a Restricted Subsidiary (whether by merger, consolidation,
acquisition or otherwise) shall be deemed to be Incurred by such Restricted
Subsidiary at the time it becomes a Restricted Subsidiary.  "Incurrence" shall
have a correlative meaning.

          "Indebtedness" means, with respect to any person on any date of
determination (without duplication), (i) the principal and premium (if any) in
respect of Indebtedness of such person for borrowed money; (ii) the principal
and premium (if any) in respect of obligations of such person evidenced by
bonds, the Securities, notes or other similar instruments; (iii) all obligations
of such person in respect of letters of credit or other similar instruments
(including reimbursement obligations with respect thereto) other than
obligations with respect to letters of credit securing obligations entered into
in the ordinary course of business of such person to the extent such letters of
credit are not drawn upon or, if and to the extent drawn upon, such drawing is
reimbursed not later than the 30th day following payment on the letter of
credit; (iv) all obligations of such person to pay the deferred and unpaid
purchase price of property or services (except trade payables), which purchase
price is due more than six months after the date of placing such property in
service or taking delivery and title thereto or the completion of such services;
(v) all Capitalized Lease Obligations and all Attributable Indebtedness of such
person; (vi) the amount of all obligations of such person with respect to the
redemption, repayment or other repurchase of (A) any Disqualified Stock of such
person or, (B) with respect to any Subsidiary, any Preferred Stock (but
excluding, in each case, any accrued dividends); (vii) all Indebtedness of other
Persons secured by a Lien on any asset of such person, whether or not such
Indebtedness is assumed by such person; provided, however, that the amount of
such Indebtedness shall be the lesser of (A) the fair market value of such asset
at such date of determination and (B) the amount of such Indebtedness of such
other Persons; (viii) all Indebtedness of other Persons to the extent Guaranteed

                                       11
<PAGE>

by such person; and (ix) to the extent not otherwise included in this
definition, net obligations of such person under Interest Rate Agreements (the
amount of any such obligations to be equal at any time to the termination value
of such agreement or arrangement giving rise to such obligation that would be
payable by such person at such time).  The amount of Indebtedness of any such
person at any date shall be the outstanding balance without duplication 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
accordance with GAAP.

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

          "Interest Rate Agreement" means, with respect to any Person, any
interest rate protection agreement, interest rate future agreement, interest
rate option agreement, interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement, interest rate hedge agreement or
other similar agreement or arrangement as to which such Person is party or a
beneficiary.

          "Investment" in any Person means any direct or indirect advance, loan
(other than advances to customers in the ordinary course of business) or other
extension of credit (including by way of Guarantee or similar arrangement, but
excluding any debt or extension of credit represented by a bank deposit other
than a time deposit) or capital contribution to (by means of any transfer of
cash or other property to others or by payment for property or services for the
account or use of others), or any purchase or acquisition of Capital Stock,
Indebtedness or other similar instruments issued by, such person.  For purposes
of Section 3.5 of this Indenture, (i) "Investment" shall include the portion
(proportionate to the Company's equity interest in a Restricted Subsidiary to be
designated as an Unrestricted Subsidiary) of the fair market value of the net
assets of such Restricted Subsidiary of the Company at the time that such
Restricted Subsidiary is designated an Unrestricted Subsidiary; provided,
however, that upon a redesignation of a Subsidiary as a Restricted Subsidiary,
the Company shall be deemed to continue to have a permanent "Investment" in an
Unrestricted Subsidiary in an amount (if positive) equal to (x) the Company's
"Investment" in such Subsidiary at the time of such redesignation less (y) the
portion (proportionate to the Company's equity interest in such Subsidiary) of
the fair market

                                       12
<PAGE>

value of the net assets of such Subsidiary at the time that such Subsidiary is
so redesignated a Restricted Subsidiary; and (ii) any property transferred to or
from an Unrestricted Subsidiary shall be valued at its fair market value at the
time of such transfer, in each case as determined in good faith by the Board of
Directors of the Company.

          "Issue Date" means the date on which the Initial Securities are
originally issued.

          "Legal Holiday" has the meaning ascribed to it in Section 11.8.

          "Lien" means any mortgage, pledge, security interest, encumbrance,
lien or charge of any kind (including any conditional sale or other title
retention agreement or lease in the nature thereof).

          "Moody's" means Moody's Investors Service, Inc., and its successors.

          "Net Available Cash" from an Asset Disposition means cash or Cash
Equivalent payments received (including any cash or Cash Equivalent payments
received by way of deferred payment of principal pursuant to a note or
installment receivable or otherwise, but only as and when received, but
excluding any other consideration received in the form of assumption by the
acquiring person of Indebtedness or other obligations relating to the properties
or assets that are the subject of such Asset Disposition or received in any
other noncash form) therefrom, in each case net of (i) all legal, accounting,
investment banking, title and recording tax expenses, commissions and other fees
and expenses incurred, and all Federal, state, provincial, foreign and local
taxes required to be paid or accrued as a liability under GAAP, as a consequence
of such Asset Disposition, (ii) all payments made on any Indebtedness which is
secured by any assets subject to such Asset Disposition, in accordance with the
terms of any Lien upon such assets, or which must by its terms, or in order to
obtain a necessary consent to such Asset Disposition, or by applicable law be
repaid out of the proceeds from such Asset Disposition, (iii) all distributions
and other payments required to be made to minority interest holders in
Subsidiaries or joint ventures as a result of such Asset Disposition, (iv) the
deduction of appropriate amounts to be provided by the seller as a reserve, in
accordance with GAAP, against any liabilities associated with the assets
disposed of in such Asset Disposition and retained by the Company or any
Restricted Subsidiary after such Asset Disposition and (v) employee severance
and termination costs.

                                       13
<PAGE>


          "Net Cash Proceeds," with respect to any issuance or sale of Capital
Stock, means the cash proceeds of such issuance or sale net of attorneys' fees,
accountants' fees, underwriters' or placement agents' fees, discounts or
commissions and brokerage, consultant and other fees actually incurred in
connection with such issuance or sale and net of taxes paid or payable as a
result of such issuance or sale.

          "Note Register" means the register of Securities, maintained by the
Trustee, pursuant to Section 2.3.

          "Officer" means the Chairman of the Board of Directors, the President,
any Vice President, the Treasurer or the Secretary of the Company.

          "Officers' Certificate" means a certificate signed by two Officers.

          "Opinion of Counsel" means a written opinion from legal counsel who is
reasonably acceptable to the Trustee.  The counsel may be an employee of or
counsel to the Company or the Trustee.

          "Permitted Holders" means (i) the Class B Permitted Holders (as such
term is defined in the Company's Amended and Restated Certificate of
Incorporation in effect on the Issue Date); (ii) any officer or other member of
management employed by the Company or any Subsidiary as of the Issue Date; (iii)
without duplication of (i), family members or relatives of the persons described
in clauses (i) and (ii); (iv) any trusts created for the sole benefit of the
persons described in clause  (i), (ii) or (iii); or (v) in the event of the
incompetence or death of any of the persons described in clauses (i) or (ii),
such person's estate, executor, administrator, committee or other personal
representatives or beneficiaries.

          "Permitted Investment" means an investment by the Company or any
Restricted Subsidiary in (i) a Restricted Subsidiary or a Person which will,
upon the making of such Investment, become a Restricted Subsidiary; provided,
however, that the primary business of such Restricted Subsidiary is a Related
Business; (ii) another Person if as a result of such Investment such other
Person is merged or consolidated with or into, or transfers or conveys all or
substantially all of its assets to, the Company or a Restricted Subsidiary;
provided, however, that such Person's primary business is a Related Business;
(iii) cash and Cash Equivalents; (iv) receivables owing to the Company or any
Restricted Subsidiary created or acquired in the ordinary course of business and
payable or dischargeable in accordance with customary trade terms; provided,
however, that such trade terms may include such conces-

                                       14
<PAGE>

sionary trade terms as the Company or any such Restricted Subsidiary deems
reasonable under the circumstances; (v) payroll, travel and similar advances to
cover matters that are expected at the time of such advances ultimately to be
treated as expenses for accounting purposes and that are made in the ordinary
course of business; (vi) loans or advances to employees made in the ordinary
course of business consistent with past practices of the Company or such
Restricted Subsidiary; (vii) stock, obligations or securities received in
settlement of debts created in the ordinary course of business and owing to the
Company or any Restricted Subsidiary or in satisfaction of judgments; or (viii)
Investments made in connection with any Asset Disposition permitted under
Section 3.7 of this Indenture.

          "Permitted Liens" means, with respect to any person, (a) pledges or
deposits by such person under workmen's compensation laws, unemployment
insurance laws or similar legislation, or good faith deposits in connection with
bids, tenders, contracts (other than for the payment of Indebtedness) or leases
to which such person is a party, or deposits to secure public or statutory
obligations of such person or deposits of cash or United States government bonds
to secure surety or appeal bonds to which such person is a party, or deposits as
security for contested taxes or import duties or for the payment of rent, in
each case Incurred in the ordinary course of business; (b) Liens imposed by law,
including landlords' and carriers', warehousemen's, suppliers', materialmen's,
repairmen's and mechanics' Liens, in each case for sums not yet due or being
contested in good faith by appropriate proceedings; or other Liens arising out
of judgments or awards against such person with respect to which such person
shall there be proceeding with an appeal or other proceedings for review; (c)
Liens for taxes, assessments or other governmental charges not yet subject to
penalties for non-payment or which are being contested in good faith by
appropriate proceedings provided appropriate reserves have been taken on the
books of such person in accordance with GAAP; (d) Liens in favor of issuers of
surety bonds or letters of credit issued pursuant to the request of and for the
account of such person in the ordinary course of its business; provided,
however, that such letters of credit do not constitute Indebtedness; (e)
encumbrances, easements, rights-of-way, minor defects or irregularities in title
or reservations of, or rights of others for, licenses, rights of way, sewers,
electric lines, telegraph and telephone lines and other similar purposes, or
zoning or other restrictions as to the use of real properties or liens
incidental to the conduct of the business of such person or to the ownership of
its properties which do not in the aggregate materially adversely affect the
value of said properties or materially impair their use in the operation of the
business of such person; (f) Liens securing an Interest Rate Agreement of such
person so long as the related Indebtedness is, and is permitted to be under this

                                       15
<PAGE>

Indenture, secured by a Lien on the same property securing such Interest Rate
Agreement; (g) leases and subleases of real property which do not materially
interfere with the ordinary conduct of the business of such person or any of its
Restricted Subsidiaries; (h) judgment Liens not giving rise to an Event of
Default so long as such Lien is adequately bonded and any appropriate legal
proceedings which may have been duly initiated for the review of such judgment
shall not have been finally terminated or the period within which such
proceedings may be initiated shall not have expired; (i) Liens for the purpose
of securing the payment (or the refinancing of the payment) of all or a part of
Purchase Money Indebtedness relating to assets or property acquired or
constructed in the ordinary course of business of such person provided that (x)
the aggregate principal amount of Indebtedness secured by such Liens shall not
exceed the cost of the assets or property so acquired or constructed and (y)
such Liens shall not encumber any other assets or property of such person or any
of its Restricted Subsidiaries other than such assets or property and assets
affixed or appurtenant thereto and (z) such Purchase Money Indebtedness was
incurred pursuant to Section 3.3 of this Indenture; (j) Liens arising solely by
virtue of any statutory or common law provision relating to banker's Liens,
rights of set-off or similar rights and remedies as to deposit accounts or other
funds maintained with a creditor depository institution; provided that (x) such
deposit account is not a dedicated cash collateral account and is not subject to
restrictions against access by such person in excess of those set forth by
regulations promulgated by the Federal Reserve Board, and (y) such deposit
account is not intended by such person or any of its Restricted Subsidiaries to
provide collateral to the depository institution; (k) Liens arising from Uniform
Commercial Code financing statement filings regarding operating leases entered
into by such person and its Restricted Subsidiaries in the ordinary course of
business; (l) Liens existing on the Issue Date and any additional Liens created
under the terms of the agreements relating to such Liens existing on the Issue
Date; (m) Liens under any Senior Credit Facility and under the Revolving Credit
Facility; (n) Liens on property or shares of stock of a Person at the time such
Person becomes a Subsidiary; provided, however, that such Liens are not created,
incurred or assumed in connection with, or in contemplation of, such other
Person becoming a Subsidiary, provided, further, however, that any such Lien may
not extend to any other property owned by such person or any of its Restricted
Subsidiaries; (o) Liens on property at the time such person or a subsidiary of
such person acquired the property, including any acquisition by means of a
merger or consolidation with or into such person or any of its Restricted
Subsidiaries; provided, however, that such Liens are not created, incurred or
assumed in connection with, or in contemplation of, such acquisition; provided,
further, however, that such Liens may not extend to any other property owned by
such person or any of its Restricted

                                       16
<PAGE>

Subsidiary; (p) Liens securing Indebtedness or other obligations of a Subsidiary
owing to the Company or a Subsidiary; (q) Liens securing Refinancing
Indebtedness incurred to Refinance Indebtedness that was previously so secured,
provided that any such Lien is limited to all or part of the same property or
assets (plus improvements, accessions, proceeds or dividends or distributions in
respect thereof) that secured (or, under the written arrangements under which
the original Lien arose, could secure) the obligations to which such Liens
relate; and (r) Liens securing Indebtedness incurred pursuant to paragraph (b)
of Section 3.3 of this Indenture, so long as such Indebtedness is permitted to
be incurred thereunder.

          "Person" or "person" means any individual, corporation, partnership,
limited liability company, joint venture, association, joint-stock company,
trust, unincorporated organization, government or any agency or political
subdivision hereof or any other entity.

          "Preferred Stock," as applied to the Capital Stock of any person,
means Capital Stock of any class or classes (however designated) which is
preferred as to the payment of dividends, or as to the distribution of assets
upon any voluntary or involuntary liquidation or dissolution of such
corporation, over shares of Capital Stock of any other class of such
corporation.

          "Private Exchange Securities" shall have the meaning set forth in the
Registration Rights Agreement.

          A "Public Market" exists at any time with respect to the common stock
of the Company if (i) the common stock of the Company is then registered with
the SEC pursuant to Section 12(b) or 12(g) of the Exchange Act and traded either
on a national securities exchange or in the Nasdaq National Market and (ii) at
least 15% of the total issued and outstanding shares of common stock of the
Company has been distributed prior to such time by means of an effective
registration statement under the Securities Act.

          "Purchase Money Indebtedness" of any person means any Indebtedness of
such person to any seller or other person incurred to finance the acquisition or
construction (including in the case of a Capitalized Lease Obligation, the
lease) of any business or real or personal tangible property (or, in each case,
any interest therein) acquired or constructed after the Issue Date which, in the
reasonable good faith judgment of the Board of Directors of the Company is
related to a Related Business of the Company and which is incurred concurrently
with, or within 180

                                       17
<PAGE>

days of, such acquisition or the completion of such construction and, if
secured, is secured only by the assets so financed.

          "QIB" means any "qualified institutional buyer" (as defined in Rule
144A under the Securities Act ("Rule 144A")).

          "Refinancing Indebtedness" means Indebtedness that is Incurred in
exchange for or to refund, refinance, replace, renew, repay or extend (including
pursuant to any defeasance or discharge mechanism) (collectively, "refinance",
"refinances," and "refinanced" shall have a correlative meaning) any
Indebtedness existing on the date of this Indenture or Incurred in compliance
with this Indenture (including Indebtedness of the Company that refinances
Indebtedness of any Restricted Subsidiary and Indebtedness of any Restricted
Subsidiary that refinances Indebtedness of another Restricted Subsidiary)
including Indebtedness that refinances Refinancing Indebtedness; provided,
however, that (i) the Refinancing Indebtedness has a Stated Maturity no earlier
than the Stated Maturity of the Indebtedness being refinanced, (ii) the
Refinancing Indebtedness has a Weighted Average Life to Maturity at the time
such Refinancing Indebtedness is Incurred that is equal to or greater than the
Weighted Average Life to Maturity of the Indebtedness being refinanced, and
(iii) such Refinancing Indebtedness is Incurred in an aggregate principal amount
(or if issued with original issue discount, an aggregate issue price) that is
equal to or less than the sum of the aggregate principal amount (or if issued
with original issue discount, the aggregate accreted value) then outstanding
(plus fees and expenses, including any premium and defeasance costs) of the
Indebtedness being refinanced.

          "Registered Exchange Offer" shall have the meaning set forth in the
Registration Rights Agreement.

          "Registration Rights Agreement" means the Exchange and Registration
Rights Agreement, dated as of March 17, 1998, between the Company, the
Subsidiary Guarantors named on the signature pages thereto, Chase Securities
Inc., Donaldson, Lufkin & Jenrette Securities Corporation , BT Alex Brown
Incorporated and ING Baring (U.S.) Securities, Inc.

          "Related Business" means any business which is the same as or related,
ancillary or complementary to any of the businesses of the Company and its
Restricted Subsidiaries on the Issue Date.

                                       18
<PAGE>


          "Restricted Period" means the 40 consecutive days beginning on and
including the later of (A) the day on which the Initial Securities are offered
to persons other than distributors (as defined in Regulation S under the
Securities Act) and (B) the Issue Date.

          "Restricted Securities Legend" means the Private Placement Legend set
forth in clause (A) of Section 2.1(c) or the Regulation S Legend set forth in
clause (B) of Section 2.1(c), as applicable.

          "Restricted Subsidiary" means any Subsidiary of the Company other than
an Unrestricted Subsidiary.

          "Revolving Credit Facility" means the Second Amended and Restated
Credit Agreement, dated as of the Issue Date, by and among the Company, the
Subsidiary Guarantors and the lenders named therein, as in effect on the Issue
Date, as the same may be amended, modified, renewed, refunded, replaced or
refinanced from time to time with the same or different lenders, including (i)
any related notes, letters of credit, guarantees, collateral documents,
instruments and agreements executed in connection therewith, and in each case as
amended, modified, renewed, refunded, replaced or refinanced from time to time
and (ii) any notes, guarantees, collateral documents, instruments and agreements
executed in connection with any such amendment, modification, renewal,
refunding, replacement or refinancing.

          "Sale/Leaseback Transaction" means an arrangement relating to property
now owned or hereafter acquired whereby the Company or a Restricted Subsidiary
transfers such property to a Person and the Company or a Subsidiary leases it
from such Person.

          "SEC" means the Securities and Exchange Commission.

          "Secured Indebtedness" means any Indebtedness of the Company secured
by a Lien.

          "Securities" means the Securities issued under this Indenture.

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

                                       19
<PAGE>


          "Securities Custodian" means the custodian with respect to the Global
Securities (as appointed by the Depositary), or any successor Person thereto and
shall initially be the Trustee.

          "Senior Credit Facilities" means secured Indebtedness for borrowed
money Incurred under agreements with financial institutions.

          "Significant Subsidiary" means any Subsidiary that would be a
"Significant Subsidiary" of the Company within the meaning of Rule 1-02 under
Regulation S-X promulgated by the SEC.

          "Stated Maturity" means, with respect to any security, the date
specified in such security as the fixed date on which the payment of principal
of such security is due and payable, including pursuant to any mandatory
redemption provision (but excluding any provision providing for the repurchase
of such security at the option of the holder thereof upon the happening of any
contingency unless such contingency has occurred).

          "Subordinated Obligation" means any Indebtedness of the Company or any
Restricted Subsidiary (whether outstanding on the Issue Date or thereafter
Incurred) which expressly is subordinate or junior in right of payment to the
Securities or the Subsidiary Guarantee of such Restricted Subsidiary pursuant to
a written agreement.

          "Subsidiary" of any Person means any corporation, association,
partnership or other business entity of which more than 50% of the total voting
power of shares of Capital Stock or other interests (including partnership
interests) 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 (i) such Person, (ii) such
Person and one or more Subsidiaries of such Person or (iii) one or more
Subsidiaries of such Person.  Unless otherwise specified herein, each reference
to a Subsidiary shall refer to a Subsidiary of the Company.

          "Subsidiary Guarantee" means, individually, any Guarantee of payment
of the Securities by a Subsidiary Guarantor pursuant to the terms of this
Indenture, and, collectively, all such Guarantees.  Each such Subsidiary
Guarantee will be in the form set forth in Exhibit C of this Indenture.

                                       20
<PAGE>


          "Subsidiary Guarantor" means any Restricted Subsidiary created or
acquired by the Company which Guarantees Indebtedness of the Company under the
Securities.

          "TIA" or "Trust Indenture Act" means the Trust Indenture Act of 1939
(15 U.S.C. Sections  77aaa-77bbbb), as in effect on the date of this Indenture
except as provided in Section 9.3.

          "Trustee" means the party named as such in this Indenture until a
successor replaces it and, thereafter, means the successor.

          "Trust Officer" means the Chairman of the Board, the President or any
other officer or assistant officer of the Trustee assigned by the Trustee to
administer its corporate trust matters.

          "Unrestricted Subsidiary" means (i) any Subsidiary of the Company that
at the time of determination shall be designated an Unrestricted Subsidiary by
the Board of Directors of the Company in the manner provided below and (ii) any
Subsidiary of an Unrestricted Subsidiary.  The Board of Directors of the Company
may designate any Subsidiary of the Company (including any newly acquired or
newly formed Subsidiary of the Company) to be an Unrestricted Subsidiary unless
such Subsidiary or any of its Subsidiaries owns any Capital Stock or
Indebtedness of, or owns or holds any Lien on any property of, the Company or
any Restricted Subsidiary of the Company that is not a Subsidiary of the
Subsidiary to be so designated; provided, however, that either (A) the
Subsidiary to be so designated has total consolidated assets of $10,000 or less
or (B) if such Subsidiary has consolidated assets greater than $10,000, then the
Restricted Payments to or with respect to such Subsidiary would be permitted
under Section 3.5 of this Indenture.  The Board of Directors of the Company may
designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided,
however, that immediately after giving effect to such designation (x) the
Company could Incur $1.00 of additional Indebtedness pursuant to paragraph (a)
under Section 3.3 of this Indenture and (y) no Default shall have occurred and
be continuing.  Any such designation by the Board of Directors of the Company
shall be evidenced to the Trustee by promptly filing with the Trustee a copy of
the board resolution giving effect to such designation and an Officers'
Certificate certifying that such designation complied with the foregoing
provisions.

          "U.S. Government Obligations" means direct obligations (or
certificates representing an ownership interest in such obligations) of the
United States of

                                       21
<PAGE>

America (including any agency or instrumentality thereof) for the payment of
which the full faith and credit of the United States of America is pledged
and which are not callable or redeemable at the issuer's option.

          "Voting Stock" of a person means all classes of Capital Stock of
such person then outstanding and normally entitled to vote in the election of
directors.

          "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
scheduled payment 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 aggregate principal amount of such
Indebtedness.

          "Wholly Owned Subsidiary" means a Restricted Subsidiary of the
Company, all of the Capital Stock of which (other than directors qualifying
shares and shares that, under applicable law, are required to be held by
third persons) is owned by the Company or another Wholly Owned Subsidiary.

          SECTION 1.2 Other Definitions.

<TABLE>
<CAPTION>

                                                                      Defined in
     Term                                                              Section
    ------                                                           -----------
     <S>                                                             <C>
     "Affiliate Transaction"........................................      3.8
     "Agent Member".................................................   2.1(d)
     "Bankruptcy Law"...............................................      6.1
     "Blockage Notice"..............................................     11.3
     "Change of Control"............................................      3.9
     "covenant defeasance option"...................................   8.1(b)
     "Custodian"....................................................      6.1
     "Definitive Securities"........................................   2.1(e)
     "Event of Default".............................................      6.1
     "Global Securities"............................................   2.1(a)
     "legal defeasance option"......................................   8.1(b)
     "Offer"........................................................      3.7
     "Offer Proceeds"...............................................      3.7
     "pay the Securities"...........................................     11.3


                                      22


<PAGE>

     "Paying Agent".................................................      2.3
     "Payment Blockage Period"......................................     11.3
     "Record Date"..................................................      5.3
     "Redemption Date"..............................................      5.3
     "Registrar"....................................................      2.3
     "Regulation S".................................................   2.1(a)
     "Restricted Payment"...........................................      3.5
     "Rule 144A"....................................................   2.1(b)

</TABLE>

     SECTION 1.3 Incorporation by Reference of Trust Indenture Act.  This
Indenture is subject to the mandatory provisions of the TIA which are
required in order for this Indenture to qualify under the TIA and which are
incorporated by reference in and made a part of this Indenture.  The
following TIA terms have the following meanings:

          "Commission" means the SEC.

          "indenture securities" means the Securities.

          "indenture security holder" means a Securityholder.

          "indenture to be qualified" means this Indenture.

          "indenture trustee" or "institutional trustee" means the Trustee.

          "obligor" on the indenture securities means the Company and any
other obligor on the indenture securities.

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

     SECTION 1.4 Rules of Construction.  Unless the context otherwise
requires:

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

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


                                      23

<PAGE>


     (iii)  "or" is not exclusive;

     (iv)   "including" means including without limitation;

     (v)    words in the singular include the plural and words in the plural
include the singular;

     (vi)   unsecured Indebtedness shall not be deemed to be subordinate or
junior to Secured Indebtedness merely by virtue of its nature as unsecured
Indebtedness;

     (vii) the principal amount of any non-interest bearing or other discount
security at any date shall be the principal amount thereof that would be
shown on a balance sheet of the issuer dated such date prepared in accordance
with GAAP; and

     (viii) the principal amount of any Preferred Stock shall be (i) the
maximum liquidation value of such Preferred Stock or (ii) the maximum
mandatory redemption or mandatory repurchase price with respect to such
Preferred Stock, whichever is greater.

                                    ARTICLE II

                                  The Securities

          SECTION 2.1 Form, Dating and Terms.    The Initial Securities are
being offered and sold by the Company pursuant to a Purchase Agreement, dated
March 12, 1998, by and among the Company, the Subsidiary Guarantors named on
the signature pages thereto, Chase Securities Inc., Donaldson, Lufkin &
Jenrette Securities Corporation, BT Alex Brown Incorporated and ING Baring
(U.S.) Securities, Inc. (the "Purchase Agreement").

          Initial Securities offered and sold to QIBs in the United States of
America (the "Rule 144A Note") will be issued on the Issue Date in the form
of a permanent global Security substantially in the form of Exhibit A, which
is hereby incorporated by reference and made a part of this Indenture,
together with appropriate legends as set forth in Section 2.1(c) (the "Rule
144A Global Note"), deposited with the Trustee, as custodian for the
Depositary, duly executed by the Company and


                                      24

<PAGE>

authenticated by the Trustee as hereinafter provided.  The Rule 144A Global
Note may be represented by more than one certificate, if so required by the
Depositary's rules regarding the maximum principal amount to be represented
by a single certificate.  The aggregate principal amount of the Rule 144A
Global Note may from time to time be increased or decreased by adjustments
made on the records of the Trustee, as custodian for the Depositary or its
nominee, as hereinafter provided.

          Initial Securities offered and sold outside the United States of
America ("Regulation S Note") in reliance on Regulation S will be issued on
the Issue Date in the form of a temporary global Security, without interest
coupons, substantially in the form set forth in Exhibit A, which is hereby
incorporated by reference and made a part of this Indenture, together with
appropriate legends as set forth in Section 2.1(c) (a "Regulation S Temporary
Global Note"), deposited with the Trustee as custodian for the Depositary,
duly executed by the Company and authenticated by the Trustee as hereinafter
provided.  Beneficial interests in a Regulation S Temporary Global Note will
be exchangeable for beneficial interests in a single permanent global
security (the "Regulation S Permanent Global Note", together with the
Regulation S Temporary Global Note, the "Regulation S Global Note") on or
after the expiration of the Restricted Period (the "Release Date") upon the
receipt by the Trustee or its agent of a certificate certifying that the
Holder of the beneficial interest in the Regulation S Temporary Global Note
is a non-United States Person within the meaning of Regulation S (a
"Regulation S Certificate"), substantially in the form set forth in Section
2.8.  Upon receipt by the Trustee or Paying Agent of a Regulation S
Certificate, (i) with respect to the first such Regulation S Certificate, the
Company shall execute and upon receipt of a Company Order for authentication,
the Authenticating Agent (each, as defined in Section 2.2) shall authenticate
and deliver to the custodian, the applicable Regulation S Permanent Global
Note and (ii) with respect to the first and all subsequent Regulation S
Certificates, the custodian shall exchange on behalf of the applicable
beneficial owners the portion of the applicable Regulation S Temporary Global
Note covered by such Regulation S Certificates for a comparable portion of
the applicable Regulation S Permanent Global Note.  Upon any exchange of a
portion of a Regulation S Temporary Global Note for a comparable portion of a
Regulation S Permanent Global Note, the custodian shall endorse on the
schedules affixed to each of such Regulation S Global Note (or on
continuations of such schedules affixed to each of such Regulation S Global
Note and made parts thereof) appropriate notations evidencing the date of
transfer and (x) with respect to the applicable Regulation S Temporary Global
Note, a decrease in the principal amount thereof equal to the amount covered
by the applicable certification and (y) with respect to the applicable
Regulation S Permanent Global Note, an increase in


                                      25

<PAGE>

the principal amount thereof equal to the principal amount of the decrease in
the applicable Regulation S Temporary Global Note pursuant to clause (x)
above. The Regulation S Global Note will be deposited with the Trustee, as
custodian for the Depositary, duly executed by the Company and authenticated
by the Trustee as hereinafter provided.  The Regulation S Global Note may be
represented by more than one certificate, if so required by the Depositary's
rules regarding the maximum principal amount to be represented by a single
certificate.  The aggregate principal amount of the Regulation S Global Note
may from time to time be increased or decreased by adjustments made on the
records of the Trustee, as custodian for the Depositary or its nominee, as
hereinafter provided.

          Initial Securities resold to institutional "accredited investors"
(as defined in Rule 501(a)(1), (2), (3) and (7) under the Securities Act) in
the United States of America (the "Institutional Accredited Investor Note")
will be issued in the form of a permanent global Security substantially in
the form set forth in Exhibit A hereto, which is hereby incorporated by
reference and made a part of this Indenture, together with appropriate
legends as set forth in Section 2.1(c) (the "Institutional Accredited
Investor Global Note"), deposited with the Trustee, as custodian for the
Depositary, duly executed by the Company and authenticated by the Trustee as
hereinafter provided.  The Institutional Accredited Investor Global Note may
be represented by more than one certificate, if so required by the
Depositary's rules regarding the maximum principal amount to be represented
by a single certificate.  The aggregate principal amount of the Institutional
Accredited Investor Global Note may from time to time be increased or
decreased by adjustments made on the records of the Trustee, as custodian for
the Depositary or its nominee, as hereinafter provided.

          Exchange Securities exchanged for interests in the Rule 144A Note,
the Regulation S Note and the Institutional Accredited Investor Note will be
issued in the form of a permanent global Security substantially in the form
set forth in Exhibit B hereto, which is hereby incorporated by reference and
made a part of this Indenture, deposited with the Trustee as custodian for
the Depositary, duly executed by the Company and authenticated by the Trustee
as hereinafter provided, with the appropriate legend set forth in Section
2.1(c) hereof (the "Exchange Global Note").  The Exchange Global Note may be
represented by more than one certificate, if so required by the Depositary's
rules regarding the maximum principal amount to be represented by a single
certificate.


                                      26

<PAGE>


          The Rule 144A Global Note, the Regulation S Global Note, the
Exchange Global Note and the Institutional Accredited Investor Global Note
are sometimes collectively herein referred to as the "Global Securities."

          The principal of (and premium, if any) and interest on the
Securities shall be payable at the office or agency of the Company maintained
for such purpose in The City of New York, or at such other office or agency
of the Company as may be maintained for such purpose pursuant to Section 2.3;
provided, however, that, at the option of the Company, each installment of
interest may be paid by (i) check mailed to addresses of the Persons entitled
thereto as such addresses shall appear on the Note Register or (ii) wire
transfer to an account located in the United States maintained by the payee.

          The Private Exchange Securities shall be in the form of Exhibit A
hereto.  The Securities may have notations, legends or endorsements required
by law, stock exchange rule or usage, in addition to those set forth on
Exhibits A and B and Section 2.1(c).  The Company and the Trustee shall
approve the forms of the Securities and any notation, endorsement or legend
on them.  Each Security shall be dated the date of its authentication.  The
terms of the Securities set forth in Exhibit A and Exhibit B are part of the
terms of this Indenture and, to the extent applicable, the Company and the
Trustee, by their execution and delivery of this Indenture, expressly agree
to be bound by such terms.

          (b) Denominations.  The Securities shall be issuable only in fully
registered form, without coupons, and only in denominations of $1,000 and any
integral multiple thereof.

          (c) Restrictive Legends.  Unless and until (i) an Initial Security
is sold under an effective registration statement under the Securities Act or
(ii) an Initial Security is exchanged for an Exchange Security in connection
with an effective registration statement under the Securities Act, in each
case pursuant to the Registration Rights Agreement or otherwise, (A) such
Rule 144A Global Note and the Institutional Accredited Investor Global Note
shall bear the following legend (the "Private Placement Legend") on the face
thereof:

     "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
     AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE
     OR OTHER JURISDICTION.  NEITHER THIS SECURITY NOR ANY


                                      27

<PAGE>

     INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
     TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE
     OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
     SUBJECT TO, SUCH REGISTRATION.

     THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, ON ITS OWN
     BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED
     SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO
     THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS
     AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON
     WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS
     SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY,
     (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
     EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES
     ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT,
     TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER"
     AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS
     OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
     WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
     144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED
     STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E)
     TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE
     501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS ACQUIRING
     THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN
     INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A TRANSACTION
     INVOLVING A MINIMUM PRINCIPAL AMOUNT OF $250,000 OF SECURITIES, FOR
     INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR


                                      28

<PAGE>

SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT,
     OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
     REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE
     TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
     CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF
     COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF
     THEM AND IN THE CASE OF THE FOREGOING CLAUSES (D) OR (E) A CERTIFICATE
     OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS
     COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE COMPANY AND THE
     TRUSTEE.  THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER
     AFTER THE RESALE RESTRICTION TERMINATION DATE."; and

          (B)  the Regulation S Global Note shall bear the following legend
(the "Regulation S Legend") on the face thereof:

     "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
     1933, AS AMENDED (THE "SECURITIES 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 IN THE FOLLOWING SENTENCE.
     BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS NOT A
     U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS
     ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
     REGULATION S UNDER THE SECURITIES ACT ("REGULATION S"), (2) BY ITS
     ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
     SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE")
     WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND
     THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS
     THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY
     (A) TO THE


                                      29

<PAGE>

     COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
     EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES
     ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT,
     TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER"
     AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS
     OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
     WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
     144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED
     STATES WITHIN THE MEANING OF REGULATION S, (E) TO AN INSTITUTIONAL
     ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR
     (7) UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN
     ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED
     INVESTOR, IN EACH CASE IN TRANSACTION INVOLVING A MINIMUM PRINCIPAL
     AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT
     WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION
     IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER
     AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
     ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH
     OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE
     THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
     INFORMATION SATISFACTORY TO EACH OF THEM AND IN THE CASE OF THE
     FOREGOING CLAUSES (D) OR (E), A CERTIFICATE OF TRANSFER IN THE FORM
     APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED
     BY THE TRANSFEROR TO THE COMPANY AND THE TRUSTEE.  THIS LEGEND WILL BE
     REMOVED AFTER 40 CONSECUTIVE DAYS BEGINNING ON AND INCLUDING THE LATER
     OF (A) THE DAY ON WHICH THE SECURITIES ARE OFFERED TO PERSONS OTHER THAN
     DISTRIBUTORS (AS DEFINED IN REGULATION S) AND (B)


                                      30

<PAGE>

     THE DATE OF THE CLOSING OF THE ORIGINAL OFFERING.  AS USED HEREIN, THE
     TERMS "OFFSHORE TRANSACTION", "UNITED STATES" AND "U.S. PERSON" HAVE THE
     MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT."

          The Global Securities, whether or not an Initial Security, to the
extent required by the Depository Trust Company, a New York corporation (as such
requirements may be modified in the future) shall bear the following legend on
the face thereof:

     "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
     THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK,
     NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
     EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
     NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
     AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
     OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
     OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
     BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
     CEDE & CO., HAS AN INTEREST HEREIN.

     TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
     WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR
     SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
     SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
     RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE
     HEREOF."

          The Regulation S Temporary Global Note shall also bear the following
legend on the face thereof:


                                      31

<PAGE>

     THIS GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S
     UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED.  NEITHER
     THIS TEMPORARY GLOBAL NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD
     OR DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED TO BELOW.

     NO BENEFICIAL OWNERS OF THIS TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO
     RECEIVE PAYMENT OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED
     CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE
     INDENTURE.

          (d) Book-Entry Provisions.  (1)  This Section 2.1(d) shall apply
only to Global Securities deposited with the Trustee, as custodian for the
Depositary.

          (2) Each Global Security initially shall (x) be registered in the name
of the Depositary for such Global Security or the nominee of such Depositary,
(y) be delivered to the Trustee as custodian for such Depositary and (z) bear
legends as set forth in Section 2.1(c).

          (3) Members of, or participants in, the Depositary ("Agent
Members") shall have no rights under this Indenture with respect to any
Global Security held on their behalf by the Depositary or by the Trustee as
the custodian of the Depositary or under such Global Security, and the
Depositary may be treated by the Company, the Trustee and any agent of the
Company or the Trustee as the absolute owner of such Global Security for all
purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the Company, the Trustee or any agent of the Company or the Trustee
from giving effect to any written certification, proxy or other authorization
furnished by the Depositary or impair, as between the Depositary and its
Agent Members, the operation of customary practices of the Depositary
governing the exercise of the rights of a holder of a beneficial interest in
any Global Security.

          (4) In connection with any transfer of a portion of the beneficial
interest in a Global Security pursuant to subsection (e) of this Section to
beneficial owners who are required to hold Definitive Securities, the
Security Trustee shall reflect on its books and records the date and a
decrease in the principal amount of such Global Security in an amount equal
to the principal amount of the beneficial


                                      32

<PAGE>

interest in the Global Security to be transferred, and the Company shall
execute, and the Trustee shall authenticate and deliver, one or more
Definitive Securities of like tenor and amount.

          (5) In connection with the transfer of an entire Global Security to
beneficial owners pursuant to subsection (e) of this Section, such Global
Security shall be deemed to be surrendered to the Trustee for cancellation,
and the Company shall execute, and the Trustee shall authenticate and
deliver, to each beneficial owner identified by the Depositary in exchange
for its beneficial interest in such Global Security, an equal aggregate
principal amount of Definitive Securities of authorized denominations.

          (e) Definitive Securities.  Except as provided below, owners of
beneficial interests in Global Securities will not be entitled to receive
certificated Securities ("Definitive Securities").  If required to do so
pursuant to any applicable law or regulation, beneficial owners may obtain
Definitive Securities in exchange for their beneficial interests in a Global
Security upon written request in accordance with the Depositary's and the
Registrar's procedures.  In addition, Definitive Securities shall be
transferred to all beneficial owners in exchange for their beneficial
interests in a Global Security if (i) the Depositary notifies the Company
that it is unwilling or unable to continue as Depositary for such Global
Security or the Depositary ceases to be a clearing agency registered under
the Exchange Act, at a time when the Depositary is required to be so
registered in order to act as Depositary, and in each case a successor
depositary is not appointed by the Company within 90 days of such notice or,
(ii) the Company executes and delivers to the Trustee and Registrar an
Officers' Certificate stating that such Global Security shall be so
exchangeable or (iii) an Event of Default has occurred and is continuing and
the Registrar has received a request from the Depositary to issue Definitive
Securities.

          (f) Any Definitive Security delivered in exchange for an interest
in a Global Security pursuant to Section 2.1(d)(4) and (5) shall, except as
otherwise provided by paragraph (c) of Section 2.6, bear the applicable
legend regarding transfer restrictions applicable to the Definitive Security
set forth in Section 2.1(c).

          (g) The registered holder of a Global Security may grant proxies
and otherwise authorize any person, including Agent Members and persons that
may hold interests through Agent Members, to take any action which a Holder
is entitled to take under this Indenture or the Securities.


                                      33

<PAGE>


          SECTION 2.2 Execution and Authentication.  Two Officers shall sign
the Securities for the Company by manual or facsimile signature.  If an
Officer whose signature is on a Security no longer holds that office at the
time the Trustee authenticates the Security, the Security shall be valid
nevertheless.

          A Security shall not be valid until an authorized signatory of the
Trustee manually authenticates the Security.  The signature of the Trustee on
a Security shall be conclusive evidence that such Security has been duly and
validly authenticated and issued under this Indenture.

          At any time and from time to time after the execution and delivery
of this Indenture, the Trustee shall authenticate and make available for
delivery: (1) Initial Securities for original issue in an aggregate principal
amount of $174,000,000 and (2) Exchange Securities for issue only in a
Registered Exchange Offer pursuant to the Registration Rights Agreement, and
only in exchange for Initial Securities of an equal principal amount, in each
case upon a written order of the Company signed by two Officers or by an
Officer and either an Assistant Treasurer or an Assistant Secretary of the
Company (the "Company Order").  Such Company Order shall specify the amount
of the Securities to be authenticated and the date on which the original
issue of Securities is to be authenticated and whether the Securities are to
be Initial Securities or Exchange Securities.  The aggregate principal amount
of Securities outstanding at any time may not exceed $174,000,000 except as
provided in Section 2.9.

          The Trustee may appoint an agent (the "Authenticating Agent")
reasonably acceptable to the Company to authenticate the Securities.  Any
such appointment shall be evidenced by an instrument signed by an authorized
officer of the Trustee, a copy of which shall be furnished to the Company.
Unless limited by the terms of such appointment, any such Authenticating
Agent may authenticate Securities whenever the Trustee may do so.  Each
reference in this Indenture to authentication by the Trustee includes
authentication by such agent.

          In case the Company or any Subsidiary Guarantor (if any), pursuant
to Article IV, shall be consolidated or merged with or into any other Person
or shall convey, transfer, lease or otherwise dispose of its properties and
assets substantially as an entirety to any Person, and the successor Person
resulting from such consolidation, or surviving such merger, or into which
the Company or any Subsidiary Guarantor (if any) shall have been merged, or
the Person which shall have received a conveyance, transfer, lease or other
disposition as aforesaid, shall have executed an


                                      34

<PAGE>

indenture supplemental hereto with the Trustee pursuant to Article IV, any of
the Securities authenticated or delivered prior to such consolidation,
merger, conveyance, transfer, lease or other disposition may, from time to
time, at the request of the successor Person, be exchanged for other
Securities executed in the name of the successor Person with such changes in
phraseology and form as may be appropriate, but otherwise in substance of
like tenor as the Securities surrendered for such exchange and of like
principal amount; and the Trustee, upon Company Order of the successor
Person, shall authenticate and deliver Securities as specified in such order
for the purpose of such exchange.  If Securities shall at any time be
authenticated and delivered in any new name of a successor Person pursuant to
this Section 2.2 in exchange or substitution for or upon registration of
transfer of any Securities, such successor Person, at the option of the
Holders but without expense to them, shall provide for the exchange of all
Securities at the time outstanding for Securities authenticated and delivered
in such new name.

          SECTION 2.3 Registrar and Paying Agent.  The Company shall maintain
an office or agency where Securities may be presented for registration of
transfer or for exchange (the "Registrar") and an office or agency where
Securities may be presented for payment (the "Paying Agent").  The Company
shall cause each of the Registrar and the Paying Agent to maintain an office
or agency in the Borough of Manhattan, The City of New York.  The Registrar
shall keep a register of the Securities and of their transfer and exchange
(the "Note Register").  The Company may have one or more co-registrars and
one or more additional paying agents.  The term "Paying Agent" includes any
additional paying agent.

          The Company shall enter into an appropriate agency agreement with
any Registrar, Paying Agent or co-registrar not a party to this Indenture,
which shall incorporate the terms of the TIA.  The agreement shall implement
the provisions of this Indenture that relate to such agent.  The Company
shall notify the Trustee of the name and address of each such agent.  If the
Company fails to maintain a Registrar or Paying Agent, the Trustee shall act
as such and shall be entitled to appropriate compensation therefor pursuant
to Section 7.7. The Company or any of its domestically incorporated Wholly
Owned Subsidiaries may act as Paying Agent, Registrar, co-registrar or
transfer agent.

          The Company initially appoints the Trustee as Registrar, Paying
Agent, and transfer agent for the Securities.


                                      35

<PAGE>


          SECTION 2.4 Paying Agent To Hold Money in Trust.  By at least 10:00
a.m (New York City time) on the date on which any principal of or interest on
any Security is due and payable, the Company shall deposit with the Paying Agent
a sum sufficient to pay such principal or interest when due.  The principal and
interest on Global Securities shall be payable to the Depositary or its nominee,
as the case may be, as the sole registered Holder of the Global Securities
represented thereby.  The principal and interest on Definitive Securities shall
be payable at the office of the Paying Agent.  The Company shall require each
Paying Agent to agree in writing that such Paying Agent shall hold in trust for
the benefit of Securityholders or the Trustee all money held by such Paying
Agent for the payment of principal of or interest on the Securities and shall
notify the Trustee of any default by the Company in making any such payment.  If
the Company or a Subsidiary acts as Paying Agent, it shall segregate the money
held by it as Paying Agent and hold it as a separate trust fund.  The Company at
any time may require a Paying Agent to pay all money held by it to the Trustee
and to account for any funds disbursed by such Paying Agent.  Upon complying
with this Section, the Paying Agent shall have no further liability for the
money delivered to the Trustee.  Upon any bankruptcy, reorganization or similar
proceeding with respect to the Company, the Trustee shall serve as Paying Agent
for the Securities.

          SECTION 2.5 Securityholder 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 Securityholders.  If the Trustee is not the
Registrar, the Company shall furnish to the Trustee, in writing 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 Securityholders.

          SECTION 2.6 Transfer and Exchange.

          (a) The following provisions shall apply with respect to any proposed
transfer of a Rule 144A Note or an Institutional Accredited Investor Note prior
to the date which is two years after the later of the date of original issue and
the last date on which the Company or any affiliate of the Company was the owner
of such Securities (or any predecessor thereto) (the "Resale Restriction
Termination Date"):

                 (1)   a transfer of a Rule 144A Note or an Institutional
     Accredited Investor Note or a beneficial interest therein to a QIB
     shall be made upon the representation of the transferee that it is
     purchasing the

                                       36
<PAGE>

     Security for its own account or an account with respect to which it
     exercises sole investment discretion and that it and any such account
     is a "qualified institutional buyer" within the meaning of Rule 144A,
     and is aware that the sale to it is being made in reliance on Rule
     144A and acknowledges that it has received such information regarding
     the Company as the undersigned has requested pursuant to Rule 144A or
     has determined not to request such information and that it is aware
     that the transferor is relying upon its foregoing representations in
     order to claim the exemption from registration provided by Rule 144A;

                 (2)   a transfer of a Rule 144A Note or an Institutional
     Accredited Investor Note or a beneficial interest therein to an
     institutional accredited investor shall be made upon receipt by the
     Trustee or its agent of a certificate substantially in the form set
     forth in Section 2.7 hereof from the proposed transferee and, if
     requested by the Company or the Trustee, the delivery of an opinion of
     counsel, certification and/or other information satisfactory to each of
     them; and

                 (3)   a transfer of a Rule 144A Note or an Institutional
     Accredited Investor Note or a beneficial interest therein to a Non-U.S.
     Person shall be made upon receipt by the Trustee or its agent of a
     certificate substantially in the form set forth in Section 2.8 hereof
     from the proposed transferee and, if requested by the Company or the
     Trustee, the delivery of an opinion of counsel, certification and/or
     other information satisfactory to each of them.

          (b) The following provisions shall apply with respect to any
proposed transfer of a Regulation S Note prior to the expiration of the
Restricted Period:

                 (1)   a transfer of a Regulation S Note or a beneficial
     interest therein to a QIB shall be made upon the representation of the
     transferee that it is purchasing the Security for its own account or an
     account with respect to which it exercises sole investment discretion
     and that it and any such account is a "qualified institutional buyer"
     within the meaning of Rule 144A, and is aware that the sale to it is
     being made in reliance on Rule 144A and acknowledges that it has
     received such information regarding the Company as the undersigned has
     requested pursuant to Rule 144A or has determined not to request such
     information and that it is aware that the transferor is relying upon its
     foregoing representations in order to claim the exemption from
     registration provided by Rule 144A;

                                       37
<PAGE>


                 (2)   a transfer of a Regulation S Note or a beneficial
     interest therein to an institutional accredited investor shall be made
     upon receipt by the Trustee or its agent of a certificate substantially
     in the form set forth in Section 2.7 hereof from the proposed transferee
     and, if requested by the Company or the Trustee, the delivery of an
     opinion of counsel, certification and/or other information satisfactory
     to each of them; and

                 (3)   a transfer of a Regulation S Note or a beneficial
     interest therein to a Non-U.S. Person shall be made upon receipt by the
     Trustee or its agent of a certificate substantially in the form set
     forth in Section 2.8 hereof from the proposed transferee and, if
     requested by the Company or the Trustee, receipt by the Trustee or its
     agent of an opinion of counsel, certification and/or other information
     satisfactory to each of them.

          After the expiration of the Restricted Period, interests in the
Regulation S Note may be transferred without requiring certification set forth
in Section 2.8 or any additional certification.

          (c) Restricted Securities Legend.  Upon the transfer, exchange or
replacement of Securities not bearing a Restricted Securities Legend, the
Registrar shall deliver Securities that do not bear a Restricted Securities
Legend.  Upon the transfer, exchange or replacement of Securities bearing a
Restricted Securities Legend, the Registrar shall deliver only Securities that
bear a Restricted Securities Legend unless there is delivered to the Registrar
an Opinion of Counsel to the effect that neither such legend nor the related
restrictions on transfer are required in order to maintain compliance with the
provisions of the Securities Act.

          The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to Section 2.1 or this Section 2.6.
The Company shall have the right to inspect and make copies of all such letters,
notices or other written communications at any reasonable time upon the giving
of reasonable written notice to the Registrar.

          (d) Obligations with Respect to Transfers and Exchanges of Securities.

                 (1)   To permit registrations of transfers and exchanges,
     the Company shall, subject to the other terms and conditions of this
     Article II, execute

                                       38
<PAGE>

     and the Trustee shall authenticate Definitive Securities and Global
     Securities at the Registrar's or co-registrar's request.

                 (2)   No service charge shall be made to a Holder for any
     registration of transfer or exchange, but the Company may require
     payment of a sum sufficient to cover any transfer tax, assessments, or
     similar governmental charge payable in connection therewith (other than
     any such transfer taxes, assessments or similar governmental charges
     payable upon exchange or transfer pursuant to Sections 3.7, 3.9 or 9.5).

                 (3)   The Registrar or co-registrar shall not be required to
     register the transfer of or exchange of any Security for a period
     beginning (1) 15 days before the mailing of a notice of an offer to
     repurchase or redeem Securities and ending at the close of business on
     the day of such mailing or (2) 15 days before an interest payment date
     and ending on such interest payment date.

                 (4)   Prior to the due presentation for registration of
     transfer of any Security, the Company, the Trustee, the Paying Agent,
     the Registrar or any co-registrar may deem and treat the person in whose
     name a Security is registered as the absolute owner of such Security for
     the purpose of receiving payment of principal of and interest on such
     Security and for all other purposes whatsoever, whether or not such
     Security is overdue, and none of the Company, the Trustee, the Paying
     Agent, the Registrar or any co-registrar shall be affected by notice to
     the contrary.

                 (5)   Any Definitive Security delivered in exchange for an
     interest in a Global Security pursuant to Section 2.1(d) shall, except
     as otherwise provided by Section 2.6(c), bear the applicable legend
     regarding transfer restrictions applicable to the Definitive Security
     set forth in Section 2.1(c).

                 (6)   All Securities issued upon any transfer or exchange
     pursuant to the terms of this Indenture shall evidence the same debt and
     shall be entitled to the same benefits under this Indenture as the
     Securities surrendered upon such transfer or exchange.

          (e) No Obligation of the Trustee. (1)  The Trustee shall have no
responsibility or obligation to any beneficial owner of a Global Security, a
member of, or a participant in, the Depositary or other Person with respect to
the accuracy of the records of the Depositary or its nominee or of any
participant or member thereof,

                                       39
<PAGE>

with respect to any ownership interest in the Securities or with respect to the
delivery to any participant, member, beneficial owner or other Person (other
than the Depositary) of any notice (including any notice of redemption) or the
payment of any amount or delivery of any Securities (or other security or
property) under or with respect to such Securities.  All notices and
communications to be given to the Holders and all payments to be made to Holders
in respect of the Securities shall be given or made only to or upon the order of
the registered Holders (which shall be the Depositary or its nominee in the case
of a Global Security).  The rights of beneficial owners in any Global Security
shall be exercised only through the Depositary subject to the applicable rules
and procedures of the Depositary.  The Trustee may rely and shall be fully
protected in relying upon information furnished by the Depositary with respect
to its members, participants and any beneficial owners.

     (2)  The Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Security (including any transfers between or among Depositary
participants, members or beneficial owners in any Global Security) other than to
require delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by, the terms
of this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.

          SECTION 2.7 Form of Certificate to be Delivered in Connection with
Transfers to Institutional Accredited Investors.

                                                       [Date]

First Trust National Association, a national association
180 East Fifth Street
St. Paul, Minnesota  55101

Attention:  Corporate Trust Department

Dear Sirs:

          This certificate is delivered to request a transfer of $_____
principal amount of the 111/4% Senior Discount Notes due 2005 (the "Securities")
of Big City Radio, Inc. (the "Company").

                                       40
<PAGE>


          Upon transfer, the Securities would be registered in the name of the
new beneficial owner as follows:

          Name:
               --------------------------------------------------
          Address:
                  -----------------------------------------------
          Taxpayer ID Number:
                             -------------------------------------

          The undersigned represents and warrants to you that:

          1.     We are an institutional "accredited investor" (as defined in
Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended
(the "Securities Act")) purchasing for our own account or for the account of
such an institutional "accredited investor" at least $250,000 principal amount
of the Securities, and we are acquiring the Securities for investment purposes
and not with a view to, or for offer or sale in connection with, any
distribution in violation of the Securities Act.  We have such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risk of our investment in the Securities and we invest in or purchase
securities similar to the Securities in the normal course of our business.  We
and any accounts for which we are acting are each able to bear the economic risk
of our or its investment.

          2.     We understand that the Securities have not been registered
under the Securities Act and, unless so registered, may not be sold except as
permitted in the following sentence.  We agree on our own behalf and on behalf
of any investor account for which we are purchasing Securities to offer, sell or
otherwise transfer such Securities prior to the date which is two years after
the later of the date of original issue and the last date on which the Company
or any affiliate of the Company was the owner of such Securities (or any
predecessor thereto) (the "Resale Restriction Termination Date") only (a) to the
Company, (b) pursuant to a registration statement which has been declared
effective under the Securities Act, (c) in a transaction complying with the
requirements of Rule 144A under the Securities Act, to a person we reasonably
believe is a qualified institutional buyer under Rule 144A (a "QIB") that
purchases for its own account or for the account of a QIB and to whom notice is
given that the transfer is being made in reliance on Rule 144A, (d) pursuant to
offers and sales that occur outside the United States within the meaning of
Regulation S under the Securities Act, (e) to an institutional "accredited
investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) under the
Securities Act that is

                                       41
<PAGE>

purchasing for its own account or for the account of such an institutional
"accredited investor," in each case in a minimum principal amount of Securities
of $250,000 or (f) pursuant to any other available exemption from the
registration requirements of the Securities Act, subject in each of the
foregoing cases to any requirement of law that the disposition of our property
or the property of such investor account or accounts be at all times within our
or their control and in compliance with any applicable state securities laws.
The foregoing restrictions on resale will not apply subsequent to the Resale
Restriction Termination Date.  If any resale or other transfer of the Securities
is proposed to be made pursuant to clause (e) above prior to the Resale
Restriction Termination Date, the transferor shall deliver a letter from the
transferee substantially in the form of this letter to the Company and the
Trustee, which shall provide, among other things, that the transferee is an
institutional "accredited investor" (within the meaning of Rule 501(a)(1), (2),
(3) or (7) under the Securities Act) and that it is acquiring such Securities
for investment purposes and not for distribution in violation of the Securities
Act.  Each purchaser acknowledges that the Company and the Trustee reserve the
right prior to any offer, sale or other transfer prior to the Resale Termination
Date of the Securities pursuant to clauses (d), (e) or (f) above to require the
delivery of an opinion of counsel, certifications and/or other information
satisfactory to the Company and the Trustee.

TRANSFEREE:
           --------------------------------------

BY:
   ----------------------------------------------

          SECTION 2.8 Form of Certificate to be Delivered in Connection with
Transfers Pursuant to Regulation S.

                                                       [Date]

First Trust National Association, a national association
180 East Fifth Street
St. Paul, Minnesota  55101

Attention:  Corporate Trust Department

          Re:    Big City Radio, Inc.
                 111/4% Senior Discount Notes due 2005 (the "Securities")

                                       42
<PAGE>


Ladies and Gentlemen:

          In connection with our proposed sale of $________ aggregate principal
amount of the Securities, we confirm that such sale has been effected pursuant
to and in accordance with Regulation S under the United States Securities Act of
1933, as amended (the "Securities Act"), and, accordingly, we represent that:

          (a)    the offer of the Securities was not made to a person in
          the United States;

          (b)    either (i) at the time the buy order was originated, the
          transferee was outside the United States or we and any person
          acting on our behalf reasonably believed that the transferee was
          outside the United States or (ii) the transaction was executed
          in, on or through the facilities of a designated off-shore
          securities market and neither we nor any person acting on our
          behalf knows that the transaction has been pre-arranged with a
          buyer in the United States;

          (c)    no directed selling efforts have been made in the United
          States in contravention of the requirements of Rule 903(b) or
          Rule 904(b) of Regulation S, as applicable; and

          (d)    the transaction is not part of a plan or scheme to evade
          the registration requirements of the Securities Act.

          In addition, if the sale is made during a restricted period and the
provisions of Rule 903(c)(3) or Rule 904(c)(1) of Regulation S are applicable
thereto, we confirm that such sale has been made in accordance with the
applicable provisions of Rule 903(c)(3) or Rule 904(c)(1), as the case may be.

          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

                                       43
<PAGE>

in any administrative or legal proceedings or official inquiry with respect to
the matters covered hereby.  Terms used in this certificate have the meanings
set forth in Regulation S.

          Very truly yours,

          [Name of Transferor]


          By:
             ----------------------------------

          -------------------------------------
                   Authorized Signature         Signature Medallion Guaranteed

          SECTION 2.9 Mutilated, Destroyed, Lost or Stolen Securities.  If a
mutilated Security is surrendered to the Registrar or the Trustee or if the
Holder of a Security presents evidence to the satisfaction of the Trustee and
the Company that the Security has been lost, destroyed or wrongfully taken, the
Company shall issue and the Trustee shall authenticate a replacement Security if
the requirements of Section 8-405 of the Uniform Commercial Code are met and the
Holder satisfies any other reasonable requirements of the Trustee.  If required
by the Trustee or the Company, such Holder shall furnish an indemnity bond
sufficient in the judgment of the Company and the Trustee to protect the
Company, the Trustee, the Paying Agent, the Registrar, the transfer agent and
any co-registrar from any loss which any of them may suffer if a Security is
replaced, then, in the absence of notice to the Company, any Subsidiary
Guarantor or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and upon Company Order the Trustee shall
authenticate and deliver, in exchange for any such mutilated Security or in lieu
of any such destroyed, lost or stolen Security, a new Security of like tenor and
principal amount, bearing a number not contemporaneously outstanding.

          In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

          Upon the issuance of any new Security under this Section, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses

                                       44
<PAGE>

(including the fees and expenses of the Trustee and reasonable attorneys' fees
and expenses) in connection therewith.

          Every new Security issued pursuant to this Section in lieu of any
mutilated, destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, any Subsidiary Guarantor (if
applicable) and any other obligor upon the Securities, whether or not the
mutilated, destroyed, lost or stolen Security shall be at any time enforceable
by anyone, and shall be entitled to all benefits of this Indenture equally and
proportionately with any and all other Securities duly issued hereunder.

          The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities.

          SECTION 2.10 Outstanding Securities.  Securities outstanding at any
time are all Securities authenticated by the Trustee except for those canceled
by it, those delivered to it for cancellation and those described in this
Section as not outstanding.  A Security ceases to be outstanding in the event
the Company or an Affiliate of the Company holds the Security.

          If a Security is replaced pursuant to Section 2.9, it ceases to be
outstanding unless the Trustee and the Company receive proof satisfactory to
them that the replaced Security is held by a bona fide purchaser.

          If the Paying Agent (other than the Company or any of its Affiliates)
segregates and holds in trust, in accordance with this Indenture, on a
redemption date or maturity date money sufficient to pay all principal and
interest payable on that date with respect to the Securities (or portions
thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is
not prohibited from paying such money to the Securityholders on that date
pursuant to the terms of this Indenture, then on and after that date such
Securities (or portions thereof) cease to be outstanding and interest on them
ceases to accrue.

          SECTION 2.11 Temporary Securities.  Until Definitive Securities are
ready for delivery, the Company may prepare and the Trustee shall authenticate
temporary Securities.  Temporary Securities shall be substantially in the form
of Definitive Securities but may have variations that the Company considers
appropriate for temporary Securities.  Without unreasonable delay, the Company
shall

                                       45
<PAGE>

prepare and the Trustee shall authenticate Definitive Securities.  After the
preparation of Definitive Securities, the temporary Securities shall be
exchangeable for Definitive Securities upon surrender of the temporary
Securities at any office or agency maintained by the Company for that purpose
and such exchange shall be without charge to the Holder.  Upon surrender for
cancellation of any one or more temporary Securities, the Company shall execute,
and the Trustee shall authenticate and make available for delivery in exchange
therefor, one or more Definitive Securities representing an equal principal
amount of Securities.  Until so exchanged, the Holder of temporary Securities
shall in all respects be entitled to the same benefits under this Indenture as a
holder of Definitive Securities.

          SECTION 2.12 Cancellation.  The Company at any time may deliver
Securities to the Trustee for cancellation.  The Registrar and the Paying Agent
shall forward to the Trustee any Securities surrendered to them for registration
of transfer, exchange or payment.  The Trustee and no one else shall cancel and
destroy all Securities surrendered for registration of transfer, exchange,
payment or cancellation and deliver a certificate of such destruction to the
Company.  The Company may not issue new Securities to replace Securities it has
paid or delivered to the Trustee for cancellation.

          SECTION 2.13 Payment of Interest; Defaulted Interest.  Interest on any
Security which is payable, and is punctually paid or duly provided for, on any
interest payment date shall be paid to the Person in whose name such Security
(or one or more predecessor Securities) is registered at the close of business
on the regular record date for such interest at the office or agency of the
Company maintained for such purpose pursuant to Section 2.3.  The interest on
Global Securities shall be payable to the Depositary or its nominee, as the case
may be, as the sole registered owner and the sole Holder of the Global
Securities represented thereby.

          Any interest on any Security which is payable, but is not paid when
the same becomes due and payable and such nonpayment continues for a period of
30 days shall forthwith cease to be payable to the Holder on the regular record
date by virtue of having been such Holder, and such defaulted interest and (to
the extent lawful) interest on such defaulted interest at the rate borne by the
Securities (such defaulted interest and interest thereon herein collectively
called "Defaulted Interest") shall be paid by the Company, at its election in
each case, as provided in clause (a) or (b) below:

                                       46
<PAGE>


       (a) The Company may elect to make payment of any Defaulted Interest
     to the Persons in whose names the Securities (or their respective
     predecessor Securities) are registered at the close of business on a
     Special Record Date (as defined below) for the payment of such
     Defaulted Interest, which shall be fixed in the following manner.  The
     Company shall notify the Trustee in writing of the amount of Defaulted
     Interest proposed to be paid on each Security and the date (not less
     than 30 days after such notice) of the proposed payment (the "Special
     Interest Payment Date"), and at the same time the Company shall
     deposit with the Trustee or the Paying Agent an amount of money equal
     to the aggregate amount proposed to be paid in respect of such
     Defaulted Interest or shall make arrangements satisfactory to the
     Trustee for such deposit prior to the date of the proposed payment,
     such money when deposited to be held in trust for the benefit of the
     Persons entitled to such Defaulted Interest as in this clause
     provided.  The Defaulted Interest shall be considered paid upon such
     deposit with the Trustee or the Paying Agent, and interest on such
     Defaulted Interest shall thereafter cease to accrue from such date.
     Thereupon the Trustee shall fix a record date (the "Special Record
     Date") for the payment of such Defaulted Interest which shall be not
     more than 15 days and not less than 10 days prior to the Special
     Interest Payment Date and not less than 10 days after the receipt by
     the Trustee of the notice of the proposed payment.  The Trustee shall
     promptly notify the Company of such Special Record Date, and in the
     name and at the expense of the Company, shall cause notice of the
     proposed payment of such Defaulted Interest and the Special Record
     Date and Special Interest Payment Date therefor to be given in the
     manner provided for in Section 11.2, not less than 10 days prior to
     such Special Record Date.  Notice of the proposed payment of such
     Defaulted Interest and the Special Record Date and Special Interest
     Payment Date therefor having been so given, such Defaulted Interest
     shall be paid on the Special Interest Payment Date to the Persons in
     whose names the Securities (or their respective Predecessor
     Securities) are registered at the close of business on such Special
     Record Date and shall no longer be payable pursuant to the following
     clause (b).

       (b) The Company may make payment of any Defaulted Interest in any
     other lawful manner not inconsistent with the requirements of any
     securities exchange on which the Securities may be listed, and upon
     such notice as may be required by such exchange, if, after notice
     given by the Company to the Trustee of the proposed payment pursuant
     to this clause, such manner of payment shall be deemed practicable by
     the Trustee.

                                       47
<PAGE>


          Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

          SECTION 2.14 Computation of Interest.  Interest on the Securities
shall be computed on the basis of a 360-day year of twelve 30-day months.

          SECTION 2.15 CUSIP Numbers.  The Company in issuing the Securities may
use "CUSIP" numbers (if then generally in use) and, if so, the Trustee shall use
"CUSIP" numbers in notices of redemption as a convenience to Holders; provided,
however, that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such CUSIP numbers.



                                 ARTICLE III

                                  Covenants

          SECTION 3.1 Payment of Securities.  The Company shall promptly pay the
principal of and interest on the Securities on the dates and in the manner
provided in the Securities and in this Indenture.  Principal and interest shall
be considered paid on the date due if on such date the Trustee or the Paying
Agent (if other than the Company or any of its Affiliates) holds in accordance
with this Indenture money sufficient to pay all principal and interest then due
and the Trustee or the Paying Agent, as the case may be, is not prohibited from
paying such money to the Securityholders on that date pursuant to the terms of
this Indenture.

          The Company shall pay interest on overdue principal at the rate
specified therefor in the Securities, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.

          Notwithstanding anything to the contrary contained in this Indenture,
the Company may, to the extent it is required to do so by law, deduct or
withhold income or other similar taxes imposed by the United States of America
from principal or interest payments hereunder.

                                       48
<PAGE>


          SECTION 3.2 SEC Reports and Available Information.  Notwithstanding
that the Company may not be subject to the reporting requirements of Section
13(a) or 15(d) of the Exchange Act, to the extent permitted by the Exchange Act,
the Company shall file with the SEC, and provide, within 15 days after the
Company is (or would be) required to file the same with the SEC, the Trustee and
the Holders of Securities with the annual reports and the information, documents
and other reports (or copies of such portions of any of the foregoing as the SEC
may, by rules and regulations prescribe), that are specified in Sections 13(a)
and 15(d) of the Exchange Act.  In the event that the Company is not permitted
to file such reports, documents and information with the SEC pursuant to the
Exchange Act, the Company will nevertheless deliver such Exchange Act
information to the Trustee and the Holders of the Securities as if the Company
were subject to the reporting requirements of Section 13(a) or 15(d) of the
Exchange Act.  In addition, for so long as any of the Securities remain
outstanding the Company shall make available to any prospective purchaser of the
Securities or beneficial owner of the Securities in connection with any sale
thereof the information required by Rule 144A(d)(4) under the Securities Act.
The Company shall also comply with the other provisions of TIA Section 314(a).

          SECTION 3.3 Limitation on Indebtedness.  (a)  The Company and each
Subsidiary Guarantor shall not, and shall not permit any Restricted Subsidiary
to, Incur any Indebtedness; provided, however, that the Company may incur
Indebtedness if, on the date of such Incurrence, the Consolidated Leverage Ratio
of the Company for the most recent four consecutive fiscal quarters ending prior
to the date of such Incurrence, after giving effect, on a pro forma basis, to
such Incurrence of Indebtedness and, to the extent set forth in the definition
of Consolidated Leverage Ratio, the use of proceeds thereof, would be no more
than 7 to 1.

          (b) Notwithstanding paragraph (a) of this Section 3.3, the Company and
its Restricted Subsidiaries may incur Indebtedness under any Senior Credit
Facility; provided, that (i) such Indebtedness would be permitted to be incurred
under paragraph (a) of this Section 3.3 if it were being incurred solely by the
Company and (ii) the Consolidated Senior Leverage Ratio of the Company for the
most recent four consecutive fiscal quarters ending prior to the date of such
Incurrence, after giving effect, on a pro forma basis, to such Incurrence of
Indebtedness under such Senior Credit Facilities and, to the extent set forth in
the definition of Consolidated Senior Leverage Ratio, the use of proceeds
thereof, would be no more than 4 to 1.

                                       49
<PAGE>

          (c) Notwithstanding paragraphs (a) and (b) of this Section 3.3, the
Company and its Restricted Subsidiaries may Incur the following Indebtedness:
(i) Indebtedness of the Company owing to and held by any Restricted Subsidiary
or Indebtedness of a Restricted Subsidiary owing to and held by the Company or
any Restricted Subsidiary; provided, however, that any subsequent issuance or
transfer of any Capital Stock or any other event which results in any such
Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent
transfer of any such Indebtedness (except to the Company or a Restricted
Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such
Indebtedness by the issuer thereof; (ii) Indebtedness represented by (w)
Indebtedness of the Company and its Restricted Subsidiaries under the Revolving
Credit Facility not to exceed (including any Refinancing Indebtedness Incurred
with respect to any such Indebtedness) $15,000,000 in the aggregate outstanding
at any time pursuant to this clause (c)(ii)(w); (x) the Securities, this
Indenture and the Subsidiary Guarantees in amounts set forth therein on the
Issue Date; (y) any Indebtedness outstanding on the Issue Date (after giving
effect to the use of proceeds from the Securities to retire Indebtedness); or
(z) any Refinancing Indebtedness Incurred in respect of any Indebtedness
described in clauses (ii) or (iii) of this paragraph (c) or Incurred pursuant to
paragraph (a) or (b) of this Section 3.3; (iii) Indebtedness of a Restricted
Subsidiary Incurred and outstanding on the date on which such Restricted
Subsidiary was acquired by the Company (other than Indebtedness Incurred to
provide all or any portion of the funds utilized to consummate, or otherwise in
connection with, the transaction or series of related transactions pursuant to
which such Restricted Subsidiary became a Subsidiary or was otherwise acquired
by the Company); provided, however, that at the time such Restricted Subsidiary
is acquired by the Company, the Company would have been able to Incur $1.00 of
additional Indebtedness pursuant to paragraph (a) or (c) of this Section 3.3, on
a pro forma basis as set forth in such paragraphs; (iv) Indebtedness under
Interest Rate Agreements entered into for bona fide hedging purposes of the
Company or its Restricted Subsidiaries (as determined in good faith by the Board
of Directors or senior management of the Company) and that correspond in terms
of notional amount, duration, currencies and interest rates, as applicable, to
Indebtedness of the Company or its Restricted Subsidiaries Incurred without
violation of this Indenture; (v) Indebtedness of the Company or any Restricted
Subsidiary consisting solely of indemnification, adjustment of purchase price or
similar obligations, in each case Incurred in connection with the disposition of
any assets of the Company (other than the Capital Stock of any Unrestricted
Subsidiary) or any Restricted Subsidiary; and (vi) Indebtedness (other than
Indebtedness described in clauses (i) through (v) of this paragraph (c) in an
amount which, when taken together with the amount of all other Indebtedness

                                       50
<PAGE>

Incurred pursuant to this clause (vi) and then outstanding (including any
Refinancing Indebtedness Incurred with respect to any such Indebtedness), would
not exceed $15,000,000 in the aggregate.

          (d) In the event that Indebtedness meets the criteria of more than one
of the types of Indebtedness described in the foregoing paragraphs (a), (b) or
(c) of this Section 3.3, the Company, in its sole discretion, shall classify
such item of Indebtedness as having been Incurred under one of such provisions
and, except as specifically provided otherwise, shall only be required to
include the amount and type of such Indebtedness as having been Incurred
pursuant to such clause.

          SECTION 3.4 Limitation on Asset Swaps.  The Company and each
Subsidiary Guarantor shall not, and shall not permit any Restricted Subsidiary
to, engage in any Asset Swaps, unless:  (i) at the time of entering into such
Asset Swap and immediately after giving effect to such Asset Swap, no Default or
Event of Default shall have occurred and be continuing or would occur as a
consequence thereof; (ii) in the event such Asset Swap involves an aggregate
amount in excess of $1,000,000, the terms of such Asset Swap have been approved
by a majority of the members of the Board of Directors of the Company and (iii)
in the event such Asset Swap involves an aggregate amount in excess of
$5,000,000, the Company has received a written opinion from an independent
investment banking firm or other valuation firm of nationally recognized
standing that such Asset Swap is fair to the Company or such Restricted
Subsidiary, as the case may be, from a financial point of view.

          SECTION 3.5 Limitation on Restricted Payments.  (a)  The Company and
each Subsidiary Guarantor shall not, and shall not permit any Restricted
Subsidiary, directly or indirectly, to (i) declare or pay any dividend or make
any distribution on or in respect of its Capital Stock (including any payment in
connection with any merger or consolidation involving the Company or any of its
Restricted Subsidiaries) except (A) dividends or accretions of liquidation value
or distributions payable in the Company's Capital Stock (other than Disqualified
Stock) and (B) dividends or distributions payable to the Company or a Restricted
Subsidiary (and if such Restricted Subsidiary is not a Wholly Owned Subsidiary,
to its other holders of Capital Stock on a pro rata basis), (ii) purchase,
redeem, retire or otherwise acquire for value any Capital Stock of the Company
held by Persons other than a Restricted Subsidiary or any Capital Stock of a
Restricted Subsidiary of the Company held by any Affiliate of the Company, other
than another Restricted Subsidiary (in either case, other than in exchange for
its Capital Stock (other than Disqualified Stock)),

                                       51
<PAGE>

(iii) purchase, repurchase, redeem, defease or otherwise acquire or retire for
value, prior to scheduled maturity, scheduled repayment or scheduled sinking
fund payment, any Subordinated Obligations (other than the purchase, repurchase
or other acquisition of Subordinated Obligations purchased in anticipation of
satisfying a sinking fund obligation, principal installment or final maturity,
in each case due within one year of the date of purchase, repurchase or
acquisition) or (iv) make any Investment (other than a Permitted Investment) in
any Person (any such dividend, distribution, purchase, redemption, repurchase,
defeasance, other acquisition, retirement or Investment being herein referred to
in clauses (i) through (iv) as a "Restricted Payment"), if at the time the
Company or such Subsidiary Guarantor or such Restricted Subsidiary makes such
Restricted Payment:  (1) a Default shall have occurred and be continuing (or
would result therefrom); or (2) the Company or such Subsidiary Guarantor shall
not be able to Incur an additional $1.00 of Indebtedness pursuant to paragraph
(a) under Section 3.3; or (3) the aggregate amount of Restricted Payments made
on or subsequent to the Issue Date (the amount expended for such purposes, if
other than in cash, being the fair market value of such property as determined
by the Board of Directors of the Company in good faith) exceeds, without
duplication, the sum of (a) (x) 100% of the aggregate Consolidated EBITDA of the
Company (or, in the event such Consolidated EBITDA shall be a deficit, minus
100% of such deficit) accrued subsequent to the Issue Date to the most recent
date for which financial information is available to the Company, taken as one
accounting period, less (y) 1.4 times Consolidated Interest Expense of the
Company for the same period, plus (b) the aggregate Net Cash Proceeds received
by the Company from the issue or sale of its Capital Stock (other than
Disqualified Stock) or other Capital Contributions subsequent to the Issue Date
(other than Net Cash Proceeds received from an issuance or sale of such Capital
Stock to a Subsidiary of the Company or an employee stock ownership plan or
similar trust to the extent such sale to an employee stock ownership plan or
similar trust is financed by loans from or guaranteed by the Company or any
Restricted Subsidiary unless such loans have been repaid with cash on or prior
to the date of determination); plus (c) the amount by which Indebtedness of the
Company is reduced on the Company's balance sheet upon the conversion or
exchange (other than by a Subsidiary of the Company) subsequent to the Issue
Date of any Indebtedness of the Company converted or exchanged for Capital Stock
(other than Disqualified Stock) of the Company (less the amount of any cash, or
other property, distributed by the Company upon such conversion or exchange;
plus (d) the amount equal to the net reduction in Investments made by the
Company or any of its Restricted Subsidiaries subsequent to the Issue Date in
any Person resulting from (i) Net Cash Proceeds to the Company or a Restricted
Subsidiary from (A) repurchases or redemptions of such Investments by

                                       52



<PAGE>

such Person, (B) proceeds realized upon the sale of such Investment to a
purchaser other than a Subsidiary, (C) repayments of loans or advances or
other transfers of assets (including by way of dividend or distribution) by
such Person to the Company or any Restricted Subsidiary of the Company or
(ii) the redesignation of Unrestricted Subsidiaries as Restricted
Subsidiaries (valued in each case as provided in the definition of
"Investment") not to exceed, in the case of any Unrestricted Subsidiary, the
amount of Investments previously made by the Company or any Restricted
Subsidiary in such Unrestricted Subsidiary, which amount was included in the
calculation of the amount of Restricted Payments; provided, however, that no
amount shall be included under this clause (d) to the extent it is already
included in Consolidated EBITDA.  For purposes of this Section 3.5, the
amount of any Restricted Payments, if other than in cash, shall be determined
in good faith by the Board of Directors of the Company as evidenced by a
certificate filed with the Trustee, except that in the event the value of any
non-cash consideration shall be $5,000,000 or more, the value shall be as
determined in writing by an independent investment banking or valuation firm.

          (b) The provisions of paragraph (a) of this Section 3.5 shall not
prohibit: (i) any purchase or redemption of Capital Stock or Subordinated
Obligations of the Company made by exchange for, or out of the proceeds of
the substantially concurrent sale of, Capital Stock of the Company (other
than Disqualified Stock and other than Capital Stock issued or sold to a
Subsidiary or an employee stock ownership plan or similar trust to the extent
such sale to an employee stock ownership plan or similar trust is financed by
loans from or guaranteed by the Company or any Restricted Subsidiary unless
such loans have been repaid with cash on or prior to the date of
determination); provided, however, that (A) such purchase or redemption shall
be excluded in subsequent calculations of the amount of Restricted Payments
and (B) the Net Cash Proceeds from such sale and the reduction in the amount
of Indebtedness as applicable, shall be excluded from clause (3) of paragraph
(a) of this Section 3.5; (ii) any purchase or redemption of Subordinated
Obligations of the Company made by exchange for, or out of the proceeds of
the substantially concurrent sale of, Subordinated Obligations of the
Company; provided, however, that such purchase or redemption shall be
excluded in subsequent calculations of the amount of Restricted Payments;
(iii) dividends paid within 60 days after the date of declaration if at such
date of declaration such dividend would have complied with this provision;
provided, however, that such dividends shall be included in subsequent
calculations of the amount of Restricted Payments; (iv) payments for the
purpose of, and in amounts equal to, amounts required to permit the Company
to redeem or repurchase its Capital Stock from existing or former


                                        53
<PAGE>

employees, management or directors of the Company or any Subsidiary or their
assigns, estates or heirs, in each case in connection with the repurchase
provisions under plans (or amendments thereto) or agreements (including
employment agreements) under which such individuals purchase or sell or are
granted the option to purchase or sell, shares of Capital Stock; provided,
that such redemption or repurchases pursuant to this clause shall not exceed
$1,000,000 in the aggregate; provided, further, that such dividends shall be
included in the calculation of the amount of Restricted Payments; (v)
repurchases of Capital Stock deemed to occur upon the exercise of stock
options if such Capital Stock represents a portion of the exercise price
thereof; provided, however, that (A) such repurchases shall be excluded from
the calculation of the amount of Restricted Payments and (B) the Net Cash
Proceeds from such sale shall be excluded from clause (3) of paragraph (a) of
this Section 3.5; (vi) Investments in any other Person which were received as
consideration for an Asset Disposition in accordance with Section 3.7 (after
giving effect to any such Investments that are returned to the Company or the
Restricted Subsidiary that made such Investment, without restriction, in cash
on or prior to the date of such calculation); provided, that such Investments
shall be included in the calculation of Restricted Payments; (vii)
Investments made in Related Businesses, subsequent to the Issue Date, in an
aggregate amount not to exceed $2,000,000 at any one time outstanding (after
giving effect to any such Investments that are returned to the Company or the
Restricted Subsidiary that made such Investment, without restriction, in cash
on or prior to the date of such calculation; provided, that such amounts
shall be included in the calculation of Restricted Payments); (viii)
Investments in an amount not to exceed $10,000,000 in another Person for the
purpose of conducting a Related Business in North America (other than the
United States); provided, that such amounts shall not be included in the
calculation of such Restricted Payments; provided, that the Company shall use
its best efforts, subject to applicable legal restrictions, to cause
substantially all of the earnings of such Restricted Subsidiary or Person to
be paid promptly to the Company; and (ix) management fees paid to Metromedia
Company or its successors for certain legal, accounting, tax and other
services in an amount not to exceed (A) $200,000 in fiscal 1998, (B) $300,000
in fiscal 1999, (C) $400,000 in fiscal 2000 and (D) $500,000 in each fiscal
year thereafter and such amounts shall not be included in the calculation of
Restricted Payments.

          SECTION 3.6 Limitation on Restrictions on Distributions from
Restricted Subsidiaries.  The Company and each Subsidiary Guarantor shall not,
and shall not permit any Restricted Subsidiary to, create or otherwise cause or
permit to exist or become effective any consensual encumbrance or consensual
restriction on

                                    54
<PAGE>

the ability of any Restricted Subsidiary to (i) pay dividends or make any
other distributions on its Capital Stock or pay any Indebtedness or other
obligations owed to the Company, (ii) make any loans or advances to the
Company or (iii) transfer any of its property or assets to the Company,
except (a) any encumbrance or restriction pursuant to an agreement in effect
at or entered into on the Issue Date (including, the Revolving Credit
Facility but after giving effect to the use of proceeds from the issuance of
the Securities to retire Indebtedness on such date); (b) any encumbrance or
restriction imposed by the Securities or any pari passu Indebtedness incurred
in accordance with this Indenture and whose restrictions are no more
restrictive than those in this Indenture; (c) any encumbrance or restriction
with respect to a Restricted Subsidiary pursuant to an agreement relating to
any Indebtedness Incurred by a Restricted Subsidiary on or prior to the date
on which such Restricted Subsidiary became a Restricted Subsidiary (other
than Indebtedness Incurred as consideration in, or to provide all or any
portion of the funds utilized to consummate or otherwise Incurred in
connection with, the transaction or series of related transactions pursuant
to which such Restricted Subsidiary became a Restricted Subsidiary) and
outstanding on such date; (d) any encumbrance or restriction imposed by any
Senior Credit Facility that is no more restrictive than those contained in
the Revolving Credit Facility; (e) any encumbrance or restriction with
respect to any agreement effecting a refinancing, refunding, replacement,
renewal, repayment or extension (including pursuant to defeasance or
discharger mechanisms) of Indebtedness Incurred pursuant to an agreement
referred to in clause (a), (b), (c) or (d) of this Section 3.6 or this clause
(e) or contained in any amendment to an agreement referred to in clause (a),
(b), (c) or (d) of this Section 3.6 or this clause (e); provided, however,
that the encumbrances and restrictions with respect to any such agreement or
amendment are not materially more restrictive than encumbrances or
restrictions contained in such agreements; (f) in the case of clause (iii)
above, any encumbrance or restriction that restricts in a customary manner
the subletting, assignment or transfer of any property or asset that is
subject to a lease, license or similar contract, or the assignment or
transfer of any such lease, license or other contract; (g) any restriction
with respect to a Restricted Subsidiary (or any of its property or assets
imposed pursuant to an agreement entered into for the, direct or indirect,
sale or disposition of all or substantially all the Capital Stock or assets
of such Restricted Subsidiary (or the property or assets, that are subject to
such restriction) pending the closing of such sale or disposition; (h)
encumbrances or restrictions arising or existing by reason of applicable law;
(i) restrictions on transfer contained in Purchase Money Indebtedness
incurred pursuant to Section 3.3 of this Indenture; provided such
restrictions relate only to the transfer of the property acquired with the
proceeds


                                  55
<PAGE>

of such Purchase Money Indebtedness; (j) any restriction pursuant to this
Indenture, the Securities or the Subsidiary Guarantees.

          SECTION 3.7 Limitation on Sales of Assets.  (a)  The Company and
each Subsidiary Guarantor shall not, and shall not permit any Restricted
Subsidiary to, make any Asset Disposition unless (i) the Company or such
Restricted Subsidiary receives consideration at the time of such Asset
Disposition at least equal to the fair market value, as determined in good
faith by the Board of Directors of the Company (including as to the value of
all non-cash consideration), of the assets subject to such Asset Disposition,
(ii) at least 80% of the consideration thereof received by the Company or
such Restricted Subsidiary is in the form of cash or Cash Equivalents and
(iii) an amount equal to 100% of the Net Available Cash from such Asset
Disposition is applied by the Company (or such Restricted Subsidiary, as the
case may be) (A) first, to the extent the Company or any Restricted
Subsidiary, as the case may be, elects (or is required by the terms of the
Senior Credit Facilities), to prepay, repay or purchase Indebtedness under
any of the Senior Credit Facilities within 180 days from the later of the
date of such Asset Disposition or the receipt of such Net Available Cash; (B)
second, to the extent of the balance of such Net Available Cash after
application in accordance with clause (A), at the Company's election, to the
investment in Broadcast Assets within one year from the later of the date of
such Asset Disposition or the receipt of such Net Available Cash; (C) third,
to the extent of the balance of such Net Available Cash after application in
accordance with clauses (A) and (B) to make an offer to purchase (an "Offer")
the Securities at a price in cash equal to, prior to March 15, 2001, 100% of
the Accreted Value thereof on the purchase date and, thereafter 100% of the
principal amount thereof plus accrued and unpaid interest to the purchase
date, and other pari passu debt obligation subject to a similar covenant
(collectively, the "pari passu debt obligations") at par plus accrued and
unpaid interest (or Accreted Value, as applicable) to the purchase date; and
(D) fourth, to the extent of the balance of such Net Available Cash after
application in accordance with clauses (A), (B) and (C), for other general
corporate purposes not prohibited by this Indenture; provided, however, that,
in connection with any prepayment, repayment or purchase of Indebtedness
pursuant to clause (A) above, the Company or such Restricted Subsidiary shall
permanently retire such Indebtedness and shall cause the related loan
commitment (if any) to be permanently reduced in an amount equal to the
principal amount so prepaid, repaid or purchased.  Notwithstanding the
foregoing provisions, the Company and its Restricted Subsidiaries shall not
be required to apply any Net Available Cash in accordance herewith except to
the extent that the aggregate Net Available Cash from any Asset Dispositions
or series of related Asset Dispositions exceeds


                                       56

<PAGE>

$500,000.  The Company shall not be required to make an Offer for the
Securities and for the pari passu debt obligations pursuant to this Section
3.7 if the Net Available Cash available therefore (after application of the
proceeds as provided in clauses (A) and (B)) are less than $5,000,000 (which
lesser amounts shall be carried forward for purposes of determining whether
an Offer is required with respect to the Net Available Cash from any
subsequent Asset Disposition).

          (b) If the aggregate principal amount (or Accreted Value, as
applicable) of Securities and pari passu obligations validly tendered and not
withdrawn in connection with an Offer pursuant to clause (C) above exceed the
funds available therefor ("Offer Proceeds"), the Trustee will select the
Securities and such pari passu obligations to be purchased on a pro rata
basis (with such adjustments as may be deemed appropriate by the Trustee so
that only Securities in denominations of $1,000 or integral multiples
thereof, will be purchased).  Holders whose Securities are purchased only in
part will be issued new Securities equal in principal amount at maturity to
the unpurchased portion of the Securities surrendered.

          (c) For the purposes of this Section 3.7, the following will be
deemed to be cash or Cash Equivalents:  (x) the assumption by the transferee
of Indebtedness of the Company or Indebtedness of any Restricted Subsidiary
of the Company (in each case, other than Subordinated Obligations) and the
release of the Company and such Restricted Subsidiary from all liability on
such Indebtedness (in which case the Company shall, without further action,
be deemed to have applied such assumed Indebtedness in accordance with clause
(A) of the preceding paragraph) and (y) notes or other obligations or
securities received by the Company or any Restricted Subsidiary of the
Company from the transferee that are within 30 Business Days converted by the
Company or such Restricted Subsidiary into cash or Cash Equivalents and used
in accordance with this Section 3.7.

          (d) If the aggregate purchase price of the Securities and any pari
passu debt obligations tendered pursuant to the Offer is less than the Net
Available Cash allotted to the purchase of the Securities and any pari passu
debt obligations, the Company shall apply the remaining Net Available Cash in
accordance with clause (a) (iii) (D) of this Section 3.7.

          (e) (i) Promptly, and in any event within 20 days after the Company
is required to make an Offer, the Company shall deliver to the Trustee, and
the Company or, at the Company's request, the Trustee, in the Company's name
and at the Company's sole expense, shall send, by first-class mail to each
Holder, a written


                                   57
<PAGE>

notice stating that the Holder may elect to have his Securities purchased by
the Company either in whole or in part (subject to prorating as hereinafter
described in the event the Offer is oversubscribed) in integral multiples of
$1,000 of principal amount, at the applicable purchase price.  The notice
shall specify a purchase date not less than 30 days nor more than 60 days
after the date of mailing of such notice to the Holders (the "Purchase Date").

          (ii) Not later than the date upon which such written notice of an
Offer is delivered to the Trustee and the Holders, the Company shall deliver
to the Trustee an Officers' Certificate setting forth (i) the amount of the
Offer (the "Offer Amount"), (ii) the allocation of the Net Available Cash
from the Asset Disposition as a result of which such Offer is being made and
(iii) the compliance of such allocation with the provisions of Section
3.7(a).  Upon the expiration of the period (the "Offer Period") for which the
Offer remains open, the Company shall deliver to the Trustee for cancellation
the Securities or portions thereof which have been properly tendered to and
are to be accepted by the Company.  The Trustee shall, on the Purchase Date,
mail or deliver payment to each tendering Holder in the amount of the
purchase price of the Securities tendered by such Holder to the extent such
funds are available to the Trustee.

          (iii) Holders electing to have a Security purchased will be
required to surrender the Security, with an appropriate form duly completed,
to the Company or, at the Company's option, a depositary, if appointed by the
Company, or the Paying Agent, at the address specified in the notice prior to
the expiration of the Offer Period.  Each Holder will be entitled to withdraw
its election if the Trustee or the Company receives, not later than one
Business Day prior to the expiration of the Offer Period, a facsimile
transmission or overnight mail from such Holder setting forth the name of
such Holder, the principal amount of the Security or Securities which were
delivered for purchase by such Holder and a statement that such Holder is
withdrawing his election to have such Security or Securities purchased.  If
at the expiration of the Offer Period the aggregate principal amount of
Securities surrendered by Holders exceeds the Offer Amount, the Company shall
select the Securities to be purchased on a pro rata basis (with such
adjustments as may be deemed appropriate by the Company so that only
Securities in denominations of $1,000, or integral multiples thereof, shall
be purchased).  Holders whose Securities are purchased only in part will be
issued new Securities equal in principal amount to the unpurchased portion of
the Securities surrendered.


                                       58

<PAGE>

          (f) The Company shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities
laws or regulations in connection with the purchase of Securities pursuant to
this Indenture.  To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Section 3.7, the Company shall
comply with the applicable securities laws and regulations and will not be
deemed to have breached its obligations under this Indenture by virtue
thereof.

          SECTION 3.8 Limitation on Affiliate Transactions.    The Company
and each Subsidiary Guarantor shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, enter into or conduct any transaction
(including the purchase, sale, lease or exchange of any property or the
rendering of any service) with any Affiliate of the Company (an "Affiliate
Transaction") unless:  (i) the terms of such Affiliate Transaction are no
less favorable to the Company or such Restricted Subsidiary, as the case may
be, than those that could be obtained at the time of such transaction in
arm's-length dealings with a Person who is not such an Affiliate; (ii) in the
event such Affiliate Transaction or series of related Affiliate Transactions
involves an aggregate amount in excess of $1,000,000 in any given fiscal
year, the terms of such transaction have been approved by a majority of the
members of the Board of Directors of the Company and by a majority of the
members of such Board of Directors having no personal stake in such
transaction, if any (and such majority or majorities, as the case may be,
determines that such Affiliate Transaction satisfies the criteria in (i)
above); and (iii) in the event such Affiliate Transaction or series of
related Affiliate Transactions involves an aggregate amount in excess of
$5,000,000 in any given fiscal year, the Company has received a written
opinion from an independent investment banking firm or valuation firm of
nationally recognized standing that such Affiliate Transaction or series of
related Affiliate Transactions is not materially less favorable than those
that might reasonably have been obtained in a comparable transaction at such
time on an arm's-length basis from a Person that is not an Affiliate.

          (b) The foregoing paragraph (a) shall not apply to (i) payment of
customary fees to members of the Board of Directors of the Company, (ii) any
issuance of securities, or other payments, awards or grants in cash,
securities or otherwise pursuant to, or the funding of, employment
arrangements, stock options and stock ownership plans approved by the Board
of Directors of the Company, (iii) loans or advances to employees in the
ordinary course of business of the Company or any of its Restricted
Subsidiaries, (iv) any transaction between the Company and a Wholly Owned
Subsidiary Guarantor or between Subsidiaries, (v) the grant of stock

                                         59

<PAGE>

options or similar rights to employees and directors of the Company pursuant
to plans approved by the Board of Directors, (vi) indemnification agreements
with, and the payment of fees and indemnities to, directors, officers and
employees of the Company and its Restricted Subsidiaries, in each case, in
the ordinary course of business, (vii) any employment, noncompetition or
confidentiality agreement entered into by the Company and its Restricted
Subsidiaries with its employees in the ordinary course of business, (viii)
the pledge of any Capital Stock of any Unrestricted Subsidiary to support any
Indebtedness thereof or (ix) management fees paid to Metromedia Company or
its successors for certain legal, accounting, tax or other services in an
amount not to exceed (A) $200,000 in fiscal 1998, (B) $300,000 in fiscal
1999, (C) $400,000 in fiscal 2000 and (D) $500,000 in each fiscal year
thereafter.

          SECTION 3.9 Change of Control.  Upon the occurrence of any of the
following events (each a "Change of Control"), each Holder will have the
right to require the Company to purchase all or any part of such Holder's
Securities at a purchase price in cash equal to 101% of the principal amount
thereof plus accrued and unpaid interest, if any, to the date of purchase
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date) or, in the case
of purchases of Securities prior to March 15, 2001, at a purchase price equal
to 101% of the Accreted Value thereof as of the date of purchase:

          (i) (A)  any "person" (as such term is used in Sections 13(d) and
     14(d) of the Exchange Act), other than one or more Permitted Holders, is or
     becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the
     Exchange Act, except that such person shall be deemed to have "beneficial
     ownership" of all shares that any such person has the right to acquire,
     whether such right is exercisable immediately or only after the passage of
     time), directly or indirectly, of more than 35% of the total voting power
     of the Voting Stock of the Company; and (B) the Permitted Holders
     "beneficially own" (as defined in Rules 13d-3 and 13d-5 under the Exchange
     Act, except that such person shall be deemed to have "beneficial ownership"
     of all shares that any such person has the right to acquire, whether such
     right is exercisable immediately or only after the passage of time),
     directly or indirectly, in the aggregate a lesser percentage of the total
     voting power of the Voting Stock of the Company (or its successor by
     merger, consolidation or purchase of all or substantially all of its
     assets) than such other person and do not have the right or ability by
     voting power, contract or otherwise to elect or


                                     60
<PAGE>

     designate for election a majority of the Board of Directors of the
     Company or such successor; or

          (ii)  during any period of two consecutive years, individuals who at
     the beginning of such period constituted the Board of Directors of the
     Company (together with any new directors whose election by such Board of
     Directors or whose nomination for election by the stockholders of the
     Company was approved by a vote of a majority of the directors of the
     Company then still in office who were either directors at the beginning of
     such period or whose election or nomination for election was previously so
     approved or is a designee of the then remaining members of the Board of
     Directors of the Company or was nominated or elected by such then remaining
     members of the Board of Directors of the Company) cease for any reason to
     constitute a majority of the Board of Directors of the Company then in
     office; or

          (iii)  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) and 14(d) of the Exchange Act) other
     than a Permitted Holder; or

          (iv)  the adoption by the stockholders of a plan for the liquidation
     or dissolution of the Company.

          Within 30 days following any Change of Control the Company shall
mail a notice to each Holder, with a copy to the Trustee, stating:  (i) that
a Change of Control has occurred and that such Holder has the right to
require the Company to purchase such Holder's Securities at a purchase price
in cash equal to 101% of the principal amount thereof plus accrued and unpaid
interest, if any, to the date of purchase (subject to the right of Holders of
record on a record date to receive interest on the relevant interest payment
date) or, in the case of purchases of Securities prior to March 15, 2001, at
a purchase price equal to 101% of the Accreted Value thereof as of the date
of purchase; (ii) the date of purchase (which shall be no earlier than 30
days nor later than 60 days from the date such notice is mailed); and (iii)
the procedures determined by agreement between the Company and the Trustee
consistent with this Indenture, that a Holder must follow in order to have
its Securities purchased.


                                   61

<PAGE>


          The Company shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities
laws or regulations in connection with the purchase of Securities pursuant to
this Section 3.9  To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Indenture, the Company shall
comply with the applicable securities laws and regulations and shall not be
deemed to have breached its obligations described in this Indenture by virtue
thereof.

          SECTION 3.10 Limitation on Restricted Subsidiary Capital Stock.
The Company and each Subsidiary Guarantor shall not permit any Restricted
Subsidiary to issue or suffer to exist any of its Capital Stock, except (i)
Capital Stock issued to and held by the Company or a Wholly Owned Subsidiary,
(ii) Capital Stock issued by a Person prior to the time (A) such Person
becomes a Restricted Subsidiary, (B) such Person merges with or into a
Restricted Subsidiary or (C) a Restricted Subsidiary merges with or into such
Person; provided, that such Capital Stock was not issued or incurred by such
Person in anticipation of the type of transaction contemplated by subclause
(A), (B) or (C), (iii) if, immediately after giving effect to such issuance,
neither the Company nor any of its Restricted Subsidiaries owns any Capital
Stock of such Person who was a Restricted Subsidiary, or (iv) if, immediately
after giving effect to such issuance, such Restricted Subsidiary would no
longer constitute a Restricted Subsidiary and any Investment in such Person
remaining after giving effect thereto would have been permitted to be made
under Section 3.5 of this Indenture, if made on the date of such issuance.

          SECTION 3.11 Limitation on Liens.  The Company and each Subsidiary
Guarantor shall not, and shall not permit any Restricted Subsidiary to,
directly or indirectly, create, incur or suffer to exist any Lien (other than
Permitted Liens) upon any of its property or assets (including Capital
Stock), whether owned on the date of this Indenture or thereafter acquired,
securing any Indebtedness, unless contemporaneously therewith effective
provision is made to secure the Indebtedness due under this Indenture and the
Securities or, in respect of Liens on any Restricted Subsidiary's property or
assets, the Subsidiary Guarantee by such Restricted Subsidiary of the
Securities equally and ratably with (or prior to in the case of Liens with
respect to Subordinated Obligations) the Indebtedness secured by such Lien
with a Lien on the same properties and assets securing such Indebtedness for
so long as such Indebtedness is so secured.

          SECTION 3.12 Subsidiary Guarantors.  On and after the Issue Date,
immediately upon any Person becoming a Restricted Subsidiary,  the Company
shall


                                      62

<PAGE>

cause each such Restricted Subsidiary to execute and deliver to the Trustee a
Subsidiary Guarantee pursuant to which such Subsidiary Guarantor will
unconditionally Guarantee, on a joint and several basis, the full and prompt
payment of the principal of, premium, if any, and interest on the Securities
on a senior basis, which Subsidiary Guarantees will rank pari passu in right
of payment to all existing and future guarantees of such Restricted
Subsidiaries under the Revolving Credit Facility.

     Each Subsidiary Guarantor will be permitted to consolidate with or merge
into or sell all or part of its assets or properties to the Company or
another Subsidiary Guarantor without limitation and such merger, sale or
other transfer will not be subject to Section 3.7 of this Indenture.  Subject
to the other provisions of this Indenture, each Subsidiary Guarantor will be
permitted to consolidate with or merge into or sell all or substantially all
of its assets or properties to any Person other than the Company or another
Subsidiary Guarantor (whether or not affiliated with the Subsidiary
Guarantor).  Upon the sale or disposition of a Subsidiary Guarantor (by
merger, consolidation, the sale of all or substantially all of its assets) to
a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is
not a Subsidiary Guarantor of the Company, which sale or disposition is
otherwise in compliance with this Indenture (including Section 3.7 of this
Indenture), such Subsidiary Guarantor shall be deemed released from all its
obligations under this Indenture and its Subsidiary Guarantee and such
Subsidiary Guarantee shall terminate; provided, however, that any such
termination shall occur only to the extent that all obligations of such
Subsidiary Guarantor under all of its guarantees of, and under all of its
pledges of assets or other security interests which secure, any other
Indebtedness of the Company shall also terminate upon such release, sale or
transfer.

          SECTION 3.13 Limitation on Lines of Business.  The Company and each
Subsidiary Guarantor shall not, and shall not permit any Restricted
Subsidiary to, engage, to more than a de minimus extent, in any business
other than a Related Business.

          SECTION 3.14 Maintenance of Office or Agency.

          The Company shall maintain in The City of New York, an office or
agency where the Securities may be presented or surrendered for payment,
where, if applicable, the Securities may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities and this Indenture may be served.  The corporate
trust office of the Trustee shall be

                                   63

<PAGE>

such office or agency of the Company, unless the Company shall designate and
maintain some other office or agency for one or more of such purposes.  The
Company shall give prompt written notice to the Trustee of any change in the
location of any 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,
and the Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.

          The Company may also from time to time designate one or more other
offices or agencies (in or outside of The City of New York) where the
Securities may be presented or surrendered for any or all such purposes and
may from time to time rescind any such designation; 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 City of New York for
such purposes.  The Company shall give prompt written notice to the Trustee
of any such designation or rescission and any change in the location of any
such other office or agency.

          SECTION 3.15 Corporate Existence.

          Subject to Article IV, the Company shall use all reasonable efforts
to do or cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence and that of each Restricted
Subsidiary and the corporate rights (charter and statutory) licenses and
franchises of the Company and each Restricted Subsidiary; provided, however,
that the Company shall not be required to preserve any such existence (except
the Company), right, license or franchise if the Board of Directors of the
Company shall determine that the preservation thereof is no longer desirable
in the conduct of the business of the Company and each of its Restricted
Subsidiaries, taken as a whole, and that the loss thereof is not, and will
not be, disadvantageous in any material respect to the Holders.

          SECTION 3.16 Payment of Taxes and Other Claims.

          The Company shall pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (i) all material taxes,
assessments and governmental charges levied or imposed upon the Company or
any Subsidiary or upon the income, profits or property of the Company or any
Subsidiary and (ii) all lawful claims for labor, materials and supplies,
which, if unpaid, might by law

                                       64


<PAGE>

become a material liability or lien upon the property of the Company or any
Restricted Subsidiary; provided, however, that the Company shall not be
required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or validity is being
contested in good faith by appropriate proceedings and for which appropriate
reserves, if necessary (in the good faith judgment of management of the
Company), are being maintained in accordance with GAAP or where the failure
to effect such payment will not be disadvantageous to the Holders.

          SECTION 3.17 Compliance Certificate.  The Company shall deliver to
the Trustee within 120 days after the end of each fiscal year of the Company
an Officers' Certificate stating that in the course of the performance by the
signers of their duties as Officers of the Company they would normally have
knowledge of any Default or Event of Default and whether or not the signers
know of any Default or Event of Default that occurred during such period.  If
they do, the certificate shall describe the Default or Event of Default, its
status and what action the Company is taking or proposes to take with respect
thereto. The Company also shall comply with TIA Section 314(a)(4).

          SECTION 3.18 Further Instruments and Acts.  Upon request of the
Trustee, the Company shall execute and deliver such further instruments and
do such further acts as may be reasonably necessary or proper to carry out
more effectively the purpose of this Indenture.


                                     ARTICLE IV

                                  Successor Company

          SECTION 4.1 Merger and Consolidation.  The Company shall not
consolidate with or merge with or into, or convey, transfer or lease all or
substantially all its assets to, any Person, unless:

          (i) the resulting, surviving or transferee Person (the "Successor
     Company") shall be a corporation, partnership, trust or limited liability
     company organized and existing under the laws of the United States of
     America, any State thereof or the District of Columbia and the Successor
     Company (if not the Company) shall expressly assume, by supplemental
     indenture, executed and delivered to the Trustee, in form reasonably

                                    65

<PAGE>

     satisfactory to the Trustee, all the obligations of the Company under
     the Securities and this Indenture;

          (ii) immediately after giving effect to such transaction (and treating
     any Indebtedness that becomes an obligation of the Successor Company or any
     Subsidiary of the Successor Company as a result of such transaction as
     having been Incurred by the Successor Company or such Restricted Subsidiary
     at the time of such transaction), no Default or Event of Default shall have
     occurred and be continuing;

          (iii) immediately after giving effect to such transaction (and
     treating any Indebtedness that becomes an obligation of the Successor
     Company or any Subsidiary of the Successor Company as a result of such
     transaction as having been Incurred by the Successor Company or such
     Restricted Subsidiary at the time of such transaction), the Successor
     Company would be able to Incur at least an additional $1.00 of Indebtedness
     pursuant to paragraph (a) of Section 3.3 of this Indenture; and

          (iv) the Company shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that such
     consolidation, merger or transfer and such supplemental indenture (if any)
     comply with this Indenture.

          The Successor Company shall succeed to, and be substituted for, and
may exercise every right and power of, the Company under this Indenture, but,
in the case of a lease of all or substantially all its assets, the Company
shall not be released from the obligation to pay the principal of and
interest on the Securities.

          Notwithstanding clauses (ii) and (iii) of this Section 4.1:  (i)
any Restricted Subsidiary of the Company may consolidate with, merge into or
transfer all or part of its properties and assets to the Company or any other
Wholly Owned Subsidiary; provided such transaction involves no other parties
either directly or indirectly and (ii) the Company may merge with an
Affiliate with no Indebtedness incorporated solely for the purpose of
reincorporating the Company in another jurisdiction to realize tax or other
benefits.


<PAGE>

                                   ARTICLE V

                           Redemption of Securities

     SECTION 5.1 Optional Redemption. The Securities may or shall, as the
case may be, be redeemed, as a whole or from time to time in part, subject to
the conditions and at the Redemption Prices specified in the form of
Securities set forth in Exhibits A and B hereto, which are hereby
incorporated by reference and made a part of this Indenture, together with
accrued and unpaid interest to the redemption date.

     SECTION 5.2 Applicability of Article. Redemption of Securities at the
election of the Company or otherwise, as permitted or required by any
provision of this Indenture, shall be made in accordance with such provision
and this Article.

     SECTION 5.3 Election to Redeem; Notice to Trustee. The election of the
Company to redeem any Securities pursuant to Section 5.1 shall be evidenced
by a Board Resolution. In case of any redemption at the election of the
Company, the Company shall, upon not less than 30 and not more than 60 days
prior to the date fixed by the Company for such redemption (the "Redemption
Date") (unless a shorter notice shall be satisfactory to the Trustee), notify
the Trustee of such Redemption Date, the record date for such redemption
(which record date shall be not more than 90 days prior to the Redemption
Date (the "Record Date")) and of the principal amount of Securities to be
redeemed and shall deliver to the Trustee such documentation and records as
shall enable the Trustee to select the Securities to be redeemed pursuant to
Section 5.4.

     SECTION 5.4 Selection by Trustee of Securities to Be Redeemed. If less
than all the Securities are to be redeemed at any time pursuant to an
optional redemption, the particular Securities to be redeemed shall be
selected not more than 90 days prior to the Redemption Date by the Trustee,
from the outstanding Securities not previously called for redemption, in
compliance with the requirements of the principal securities exchange, if
any, on which such Securities are listed, or, if such Securities are not so
listed, on a pro rata basis, by lot or by such other method as the Trustee
shall deem fair and appropriate (and in such manner as complies with
applicable legal requirements) and which may provide for the selection for
redemption of portions of the principal of the Securities; provided, however,
that no such partial redemption shall reduce the portion of the principal
amount of a Security not re deemed to less than $1,000.

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<PAGE>

     The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption and, in the case of any Securities
selected for partial redemption, the principal amount thereof to be redeemed.

     For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to redemption of Securities shall relate,
in the case of any Security redeemed or to be redeemed only in part, to the
portion of the principal amount of such Security which has been or is to be
redeemed.

     SECTION 5.5 Notice of Redemption. Notice of redemption shall be given in
the manner provided for in Section 11.2 not less than 30 nor more than 60
days prior to the Redemption Date, to each Holder of record on the Record
Date of Securities to be redeemed. The Trustee shall give notice of
redemption in the Company's name and at the Company's expense; provided,
however, that the Company shall deliver to the Trustee, at least 45 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 following items.

     All notices of redemption shall state:

          (i) the Redemption Date and the Record Date,

          (ii) the Redemption Price and the amount of accrued interest to the
     Redemption Date payable as provided in Section 5.7, if any,

         (iii) if less than all outstanding Securities are to be redeemed,
     the identification of the particular Securities (or portion thereof) to
     be redeemed, as well as the aggregate principal amount of Securities to
     be redeemed and the aggregate principal amount of Securities to be
     outstanding after such partial redemption,

          (iv) in case any Security is to be redeemed in part only, the
     notice which relates to such Security shall state that on and after the
     Redemption Date, upon surrender of such Security, the Holder will
     receive, without charge, a new Security or Securities of authorized
     denominations for the principal amount thereof remaining unredeemed,

                                       68

<PAGE>

          (v)  that on the Redemption Date the Redemption Price (and accrued
     interest, if any, to the Redemption Date payable as provided in Section
     5.7) will become due and payable upon each such Security, or the portion
     thereof, to be redeemed, and, unless the Company defaults in making the
     redemption payment, that interest on Securities called for redemption
     (or the portion thereof) will cease to accrue on and after said date,

          (vi) that Securities called for redemption must be surrendered to
     the Paying Agent for payment of the Redemption Price and accrued
     interest, if any,

         (vii) the name and address of the Paying Agent,

        (viii) the CUSIP number, and that no representation is made as to the
     accuracy or correctness of the CUSIP number, if any, listed in such
     notice or printed on the Securities called for redemption, and

          (ix) the section of this Indenture pursuant to which the Securities
     are to be redeemed.

     SECTION 5.6 Deposit of Redemption Price. On or before any Redemption
Date, the Company shall deposit with the Trustee or with a Paying Agent (or,
if the Company is acting as its own Paying Agent, segregate and hold in trust
as provided in Section 2.4) an amount of money sufficient to pay the
Redemption Price of, and accrued interest on, all the Securities which are to
be redeemed on that date. On or after the Redemption Date, if an amount of
money sufficient to pay the Redemption Price of, and accrued interest on, all
the Securities which are to be redeemed on that date shall have been
deposited with the Trustee or a Paying Agent (other than the Company or one
of its affiliates), the Securities called for redemption will cease to accrue
interest and the only right of the Holders of such Securities will be to
receive payment of the Redemption Price of, and accrued interest on, such
Securities to the Redemption Date.

     SECTION 5.7 Securities Payable on Redemption Date. Notice of redemption
having been given as aforesaid, the Securities so to be redeemed shall, on
the Redemption Date, become due and payable at the Redemption Price therein
specified (together with accrued interest, if any, to the Redemption Date),
and from and after such date (unless the Company shall default in the payment
of the Redemption Price and accrued interest) such Securities shall cease to
bear interest. Upon

                                       69

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surrender of any such Security for redemption in accordance with said notice,
such Security shall be paid by the Company at the Redemption Price, together
with accrued interest, if any, to the Redemption Date; provided, however,
that installments of interest whose regular or special record date is on or
prior to the Redemption Date shall be payable to the Holders of such
Securities, or one or more predecessor Securities, registered as such at the
close of business on the relevant regular record date or special record date,
as the case may be, according to their terms and the provisions of Section
2.13.

     If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the unpaid principal (and premium, if any)
shall, until paid, bear interest from the Redemption Date at the rate borne
by the Securities.

     SECTION 5.8 Securities Redeemed in Part.

     Any Security which is to be redeemed only in part (pursuant to the
provisions of this Article) shall be surrendered at the office or agency of
the Paying Agent referred to in the notice of redemption provided for under
Section 5.5 (with, if the Company or the Trustee so requires, due endorsement
by, or a written instrument of transfer in form satisfactory to the Company
and the Trustee duly executed by, the Holder thereof or such Holder's
attorney duly authorized in writing), and the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Security at the
expense of the Company, a new Security or Securities, of any authorized
denomination as requested by such Holder, in an aggregate principal amount
equal to and in exchange for the unredeemed portion of the principal of the
Security so surrendered, provided, that each such new Security will be in a
principal amount of $1,000 or integral multiple thereof.

                                   ARTICLE VI

                              Defaults and Remedies

     SECTION 6.1 Events of Default. An "Event of Default" occurs if:

          (i)  the Company defaults in any payment of interest on any Security
     when the same becomes due and payable and such default continues for a
     period of 30 days;

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          (ii) the Company defaults in the payment of the principal or
     premium, if any, of any Security when the same becomes due and payable
     at its Stated Maturity, upon optional redemption, upon required
     repurchase, upon declaration or otherwise;

          (iii) the Company fails to comply with Article IV of this Indenture;

          (iv) the Company or any Subsidiary Guarantor fails to comply with
     Section 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13,
     3.14, 3.15 and 3.16, and (in each case other than a failure to purchase
     Securities when required pursuant to Sections 3.7 or 3.9 of this
     Indenture, which failure would constitute an Event of Default under
     clause (ii) of this Section 6.1 of this Indenture) and such failure
     continues for 30 days after notice specified below;

          (v)  the Company or any Subsidiary Guarantor defaults in the
     performance of or a breach by the Company of any other covenant or
     agreement in this Indenture or under the Securities (other than those
     referred to in (i), (ii), (iii) or (iv) above) and such default continues
     for 60 days after the notice specified below;

          (vi) Indebtedness of the Company or any Restricted Subsidiary is
     not paid, waived or cured within any applicable grace period after final
     maturity or is accelerated by the holders thereof and the total amount
     of such unpaid or accelerated Indebtedness exceeds $5,000,000 or its
     foreign currency equivalent at the time;

         (vii) the Company or a Significant Subsidiary pursuant to or within
     the meaning of any Bankruptcy Law (as defined below):

               (A) commences a voluntary case;

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

               (C) consents to the appointment of a Custodian (as defined
          below) of it or for any substantial part of its property; or

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               (D) makes a general assignment for the benefit of its creditors;

     or takes any comparable action under any foreign laws relating to
     insolvency;

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

               (A) is for relief against the Company or any Significant
          Subsidiary in an involuntary case;

               (B) appoints a Custodian of the Company or any Significant
          Subsidiary or for any substantial part of its property; or

               (C) orders the winding up or liquidation of the Company or any
          Significant Subsidiary;

     or any similar relief is granted under any foreign laws and the order,
     decree or relief remains unstayed and in effect for 60 days;

          (ix) any final judgment or decree for the payment of money in
     excess of $5,000,000 or its foreign currency equivalent (net of
     applicable insurance coverage provided that the insurance carriers have
     acknowledged coverage) is rendered against the Company or a Significant
     Subsidiary if such judgment or decree remains unvacated, undischarged or
     unstayed for a period of 60 days after such judgment or decree becomes
     final and non-appealable; or

          (x)  the failure of any Subsidiary Guarantee by a Subsidiary
     Guarantor (if any) to be in full force and effect (except as
     contemplated by the terms of this Indenture or such Subsidiary
     Guarantee) or the denial or disaffirmation by any such Subsidiary
     Guarantor of its obligations under any Subsidiary Guarantee.

     The foregoing will constitute Events of Default whatever the reason for
any such Event of Default and whether it is voluntary or involuntary or is
effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or
governmental body.

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     The term "Bankruptcy Law" means Title 11, United States Code, or any
similar Federal or state law for the relief of debtors. The term "Custodian"
means any receiver, trustee, assignee, liquidator, custodian or similar
official under any Bankruptcy Law.

     Notwithstanding the foregoing, a Default under clause (iv) or (v) of
this Section 6.1 will not constitute an Event of Default until the Trustee or
the Holders of more than 25% in principal amount of the outstanding
Securities notify the Company of the Default and the Company does not cure
such Default within the time specified in said clause (iv) or (v) after
receipt of such notice. Such notice must specify the Default, demand that it
be remedied and state that such notice is a "Notice of Default" and is
subject to Section 7.5 of this Indenture.

     The Company shall deliver to the Trustee, within 30 days after the
occurrence thereof, written notice in the form of an Officers' Certificate of
any Default or Event of Default under clauses (iii), (iv), (v), (vi), (ix) or
(x) of this Section 6.1.

     SECTION 6.2 Acceleration. If an Event of Default (other than an Event of
Default specified in Section 6.1(vii) or (viii) with respect to the Company
or a Significant Subsidiary) occurs and is continuing, the Trustee by notice
to the Company, or the Holders of at least 25% in outstanding principal
amount of the Securities by notice to the Company and the Trustee, may, and
the Trustee at the request of such Holders shall, declare the principal of,
premium, if any, and accrued but unpaid interest on all the Securities to be
due and payable. Upon such a declaration, such principal amount, premium and
interest or, if prior to March 15, 2001, Accreted Value shall be immediately
due and payable. In the event of a declaration of acceleration because an
Event of Default set forth in Section 6.1(vi) above has occurred and is
continuing, such declaration of acceleration shall be automatically rescinded
and annulled if the event of default or payment default triggering such Event
of Default pursuant to Section 6.1(vi) shall be remedied or cured by the
Company and/or the relevant Significant Subsidiaries or waived by the holders
of the relevant Indebtedness within 90 days after the declaration of
acceleration with respect thereto. If an Event of Default specified in
Section 6.1(vii) or (viii) with respect to the Company occurs, the principal
of, premium and accrued and unpaid interest on (or if prior to March 15,
2001, the Accreted Value of) all the Securities will become and be
immediately due and payable without any declaration or other act on the part
of the Trustee or any Holders. The Holders of a majority in principal amount
of the outstanding Securities by notice to the Trustee may waive all past

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defaults (except with respect to nonpayment of principal, premium or
interest) and rescind an acceleration with respect to the Securities and its
consequences if (i) the rescission would not conflict with any judgment or
decree of a court of competent jurisdiction and (ii) all existing Events of
Default, other than the nonpayment of principal or interest that has become
due solely because of such acceleration, have been cured or waived. No such
rescission shall affect any subsequent Default or Event of Default or impair
any right consequent thereto.

     SECTION 6.3 Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the
payment of principal of or interest on the Securities or to enforce the
performance of any provision of the Securities or this Indenture.

     The Trustee may maintain a proceeding even if it does not possess any of
the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Securityholder 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. No remedy
is exclusive of any other remedy. All available remedies are cumulative to
the extent permitted by law.

     SECTION 6.4 Waiver of Past Defaults. The Holders of a majority in
principal amount of the outstanding Securities by notice to the Trustee may
waive or rescind an existing Default or Event of Default and its consequences
except (i) a Default or Event of Default in the payment of the principal of
or interest on a Security or (ii) a Default or Event of Default in respect of
a provision that under Section 9.2 cannot be amended without the consent of
each Securityholder affected. When a Default or Event of Default is waived,
it is deemed cured and ceases to exist, but no such waiver shall extend to
any subsequent or other Default or Event of Default or impair any consequent
right.

     SECTION 6.5 Control by Majority. The Holders of a majority in principal
amount of the outstanding Securities may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee. However, the Trustee
may refuse to follow any direction that conflicts with any laws or this
Indenture or, subject to Sections 7.1 and 7.2, that the Trustee determines is
unduly prejudicial to the rights of other Securityholders or would involve
the Trustee in personal liability; provided, however, that the Trustee may
take any other action deemed proper by the Trustee that is not inconsistent
with such direction. Prior to taking any action hereunder, the

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Trustee shall be entitled to indemnification satisfactory to it in its sole
discretion against all losses and expenses caused by taking or not taking
such action.

     SECTION 6.6 Limitation on Suits. Except to enforce the right to receive
payment of principal or Accreted Value, premium, if any, or interest when
due, a Securityholder may not pursue any remedy with respect to this
Indenture or the Securities unless:

          (i)  the Holder gives to the Trustee written notice stating that an
     Event of Default is continuing;

          (ii) the Holders of at least 25% in outstanding principal amount of
     the Securities make a request to the Trustee to pursue the remedy;

         (iii) such Holder or Holders offer to the Trustee reasonable
     security or indemnity against any loss, liability or expense;

          (iv) the Trustee does not comply with the request within 60 days
     after receipt of the request and the offer of security or indemnity; and

          (v)  the Holders of a majority in principal amount of the
     outstanding Securities do not give the Trustee a direction that, in the
     opinion of the Trustee, is inconsistent with the request during such
     60-day period.

     Subject to certain restrictions, the Holders of a majority in principal
amount of the outstanding Securities are given the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or of exercising any trust or power conferred on the Trustee. The
Trustee, however, may refuse to follow any direction that conflicts with law
or this Indenture or that the Trustee determines is unduly prejudicial to the
rights of any other Holder or that would involve the Trustee in personal
liability. Prior to taking any action under this Indenture, the Trustee shall
be entitled to indemnification satisfactory to it in its sole discretion
against all losses and expenses caused by taking or not taking such action.

     SECTION 6.7 Rights of Holders to Receive Payment. Notwithstanding any
other provision of this Indenture, the right of any Holder to receive payment
of principal or Accreted Value, premium (if any) or interest on the
Securities held by such Holder, on or after the respective due dates
expressed in the Securities, or to

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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 6.8 Collection Suit by Trustee. If an Event of Default specified
in Section 6.1(i) or (ii) occurs and is continuing, the Trustee may recover
judgment in its own name and as trustee of an express trust against the
Company for the whole amount then due and owing (together with interest on
any unpaid interest to the extent lawful) and the amounts provided for in
Section 7.7.

     SECTION 6.9 Trustee May File Proofs of Claim. The Trustee may 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 and the Securityholders
allowed in any judicial proceedings relative to the Company, its Subsidiaries
or their respective creditors or properties and, unless prohibited by law or
applicable regulations, may vote on behalf of the Holders in any election of
a trustee in bankruptcy or other Person performing similar functions, and any
Custodian in any such judicial proceeding is hereby authorized by each
Holder to make 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 amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and its counsel, and
any other amounts due the Trustee under Section 7.7.

     SECTION 6.10 Priorities. If the Trustee collects any money or property
pursuant to this Article VI, it shall pay out the money or property in the
following order:

          FIRST: to the Trustee for amounts due under Section 7.7;

          SECOND: to Securityholders for amounts due and unpaid on the
     Securities for principal and interest, ratably, without preference or
     priority of any kind, according to the amounts due and payable on the
     Securities for principal and interest, respectively, upon presentation
     of the Securities and the notation thereon of the payment, if only
     partially paid, and upon surrender thereof, if fully paid; and

          THIRD: to the Company.

     The Trustee may fix a record date and payment date for any payment to
Securityholders pursuant to this Section. At least 15 days before such record
date,

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the Company shall mail to each Securityholder and the Trustee a notice that
states the record date, the payment date and amount to be paid.

     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 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 the Company, a suit by a Holder pursuant to
Section 6.7 or a suit by Holders of more than 10% in aggregate outstanding
principal amount of the Securities.

                                   ARTICLE VII

                                     Trustee

     SECTION 7.1 Duties of Trustee. (a) If an Event of Default has occurred
and is continuing, the Trustee shall exercise the rights and powers vested in
it by this Indenture and use the same degree of care and skill in their
exercise as a prudent Person would exercise or use under the circumstances in
the conduct of such Person's own affairs.

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

          (i)  the Trustee undertakes to perform such duties and only such
     duties as are specifically set forth in this Indenture 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, in the case of any such certificates or
     opinions which by any provisions hereof are specifically required to be
     furnished to the Trustee, the Trustee shall examine such certificates
     and opinions to determine whether or not they conform to the
     requirements of this Indenture.

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     (c) The Trustee may not be relieved from liability for its own negligent
action, its own negligent failure to act or its own wilful 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 Trust Officer unless it is proved 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 6.5.

     (d) 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) 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.

     (f) Money held in trust by the Trustee need not be segregated from other
funds except to the extent required by law.

     (g) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or otherwise incur financial liability in the
performance of any of its duties hereunder or in the exercise of any of its
rights or powers, if it shall have reasonable grounds to believe that
repayment of such funds or adequate indemnity against such risk or liability
is not reasonably assured to it.

     (h) Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section and to the provisions of the TIA.

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

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     (j) 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 7.2 Rights of Trustee. Subject to Section 7.1, (a) In the
absence of bad faith on its part, the Trustee may rely on 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 with respect to any
matters contemplated by this Indenture, it may require an Officers'
Certificate or an Opinion of Counsel. The Trustee shall not be liable for any
action it takes or omits to take in good faith in reliance on an Officers'
Certificate or Opinion of Counsel.

     (c) In the absence of bad faith on its part, the Trustee may act through
its attorneys and agents and shall not be responsible for the misconduct or
negligence of any agent appointed with due care.

     (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith which it reasonably believes to be authorized or within
its rights or powers under this Indenture; provided, however, that the
Trustee's conduct does not constitute wilful misconduct or negligence.

     (e) The Trustee may consult with counsel of its selection, and the
advice or opinion of counsel with respect to legal matters relating to this
Indenture and the Securities shall be full and complete authorization and
protection from liability in respect to any action taken, omitted or suffered
by it hereunder in good faith and in accordance with the advice or opinion of
such counsel.

     (f) Except with respect to Section 3.1, the Trustee shall have no duty
to inquire as to the performance of the Company with respect to the covenants
contained in Article III. In addition, the Trustee shall not be deemed to
have knowledge of an Event of Default except (i) any Default or Event of
Default occurring pursuant to Sections 3.1, 6.1(i) or 6.1(ii) or (ii) any
Default or Event of Default of which the Trustee shall have received written
notification or obtained actual knowledge.

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     (g) Delivery of reports, information and documents to the Trustee under
Section 3.2 is for informational purposes only and the Trustee's receipt of
the foregoing shall not constitute constructive notice of any information
contained therein or determinable from information contained therein,
including the Company's compliance with any of their covenants hereunder (as
to which the Trustee is entitled to rely exclusively on Officers'
Certificates).

     SECTION 7.3 Individual Rights of Trustee. The Trustee in its individual
or any other capacity may become the owner or pledgee of Securities and may
otherwise deal with the Company or its Affiliates with the same rights it
would have if it were not Trustee. Any Paying Agent, Registrar, co-registrar
or co-paying agent may do the same with like rights. However, the Trustee
must comply with Sections 7.10 and 7.11.

     SECTION 7.4 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 Securities, it shall not be accountable for the Company's
use of the proceeds from the Securities, and it shall not be responsible for
any statement of the Company in this Indenture or in any document issued in
connection with the sale of the Securities or in the Securities other than
the Trustee's certificate of authentication.

     SECTION 7.5 Notice of Defaults. If a Default or Event of Default occurs
and is continuing and if a Trust Officer has actual knowledge thereof, the
Trustee shall mail to each Securityholder 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, premium (if any), or interest on
(or if prior to March 15, 2001, the Accreted Value of) any Security
(including payments pursuant to the optional redemption or required
repurchase provisions of such Security, if any), the Trustee may withhold the
notice if and so long as its board of directors, a committee of its board of
directors or a committee of its Trust Officers in good faith determines that
withholding the notice is in the interests of Securityholders.

     SECTION 7.6 Reports by Trustee to Holders. As promptly as practicable
after each May 15 beginning with the May 15 following the date of this
Indenture, and in any event prior to July 15 in each year, the Trustee shall
mail to each Securityholder a brief report dated as of such May 15 that
complies with TIA section 313(a). The Trustee also shall comply with TIA
Section 313(b). The Trustee shall also transmit by mail all reports required
by TIA Section 313(c).

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     A copy of each report at the time of its mailing to Securityholders
shall be filed with the SEC and each stock exchange (if any) on which the
Securities are listed. The Company agrees to notify promptly the Trustee
whenever the Securities become listed on any stock exchange and of any
delisting thereof.

     SECTION 7.7 Compensation and Indemnity. The Company shall pay to the
Trustee from time to time reasonable compensation for its acceptance of this
Indenture and services hereunder. 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 upon request for all reasonable
out-of-pocket expenses incurred or made by it, including costs of collection,
costs of preparing and reviewing reports, certificates and other documents,
costs of preparation and mailing of notices to Securityholders and reasonable
costs of one counsel retained by the Trustee in connection with the delivery
of an Opinion of Counsel or otherwise, in addition to the compensation for
its services. Such expenses shall include the reasonable compensation and
expenses, disbursements and advances of the Trustee's agents, counsel,
accountants and experts. The Company shall indemnify the Trustee against any
and all loss, liability or reasonable expense (including reasonable
attorneys' fees and expenses) incurred by it without negligence or bad faith
on its part in connection with the administration of this trust and the
performance of its duties hereunder, including the reasonable costs and
expenses of enforcing this Indenture (including this Section 7.7) and of
defending itself against any claims (whether asserted by any Securityholder,
the Company or otherwise). The Trustee shall notify the Company promptly in
writing 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 may have one
separate counsel reasonably satisfactory to the Company and the Company shall
pay the fees and expenses of such counsel provided that the Company shall not
be required to pay such fees and expenses if it assumes the Trustee's
defense, and, in the reasonable judgement of outside counsel to the Trustee,
there is no conflict of interest between the Company and the Trustee in
connection with such defense. The Company need not reimburse any expense or
indemnify against any loss, liability or expense incurred by the Trustee
through the Trustee's own wilful misconduct, negligence or bad faith.

     To secure the Company's payment obligations in this Section, the Trustee
shall have a lien prior to the Securities on all money or property held or
collected by the Trustee other than money or property held in trust to pay
principal

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of and interest on particular Securities. The Trustee's right to receive
payment of any amounts due under this Section 7.7 shall not be subordinate to
any other liability or indebtedness of the Company.

     The Company's payment obligations pursuant to this Section shall survive
the discharge of this Indenture. When the Trustee incurs expenses after the
occurrence of a Default specified in Section 6.1(vii) or (viii) with respect
to the Company, the expenses are intended to constitute expenses of
administration under any Bankruptcy Law.

     SECTION 7.8 Replacement of Trustee. The Trustee may resign at any time
by so notifying the Company. The Holders of a majority in outstanding
principal amount of the Securities may remove the Trustee by so notifying the
Trustee and may appoint a successor Trustee. The Company shall remove the
Trustee if:

          (i)  the Trustee fails to comply with Section 7.10;

          (ii) the Trustee is adjudged bankrupt or insolvent;

          (iii) a receiver or other public officer takes charge of the Trustee
     or its property or affairs; or

          (iv) the Trustee otherwise becomes incapable of acting.

     If the Trustee resigns or is removed by the Company or by the Holders of
a majority in principal amount of the Securities and such Holders do not
reasonably promptly appoint a successor Trustee, or if a vacancy exists in
the office of the Trustee for any reason (the Trustee in such event being
referred to herein as the retiring Trustee), the Company shall promptly
appoint 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 Securityholders. The retiring Trustee shall promptly
transfer all property held by it as Trustee to the successor Trustee, subject
to the lien provided for in Section 7.7.

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     No resignation or removal of the Trustee shall become effective until
the acceptance of appointment by the successor Trustee. 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
10% in principal amount of the outstanding Securities may petition any court
of competent jurisdiction for the appointment of a successor Trustee.

     If the Trustee fails to comply with Section 7.10, any Securityholder may
petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

     Notwithstanding the replacement of the Trustee pursuant to this Section,
the Company's obligations under Section 7.7 shall continue for the benefit of
the retiring Trustee.

     SECTION 7.9 Successor Trustee by Merger. If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all its
corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee.

     In case at the time such successor or successors by merger, conversion
or consolidation to the Trustee shall succeed to the trusts created by this
Indenture, any of the Securities shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Securities so
authenticated; and in case at that time any of the Securities shall not have
been authenticated, any successor to the Trustee may authenticate such
Securities either in the name of any predecessor hereunder or in the name of
the successor to the Trustee; and in all such cases such certificates shall
have the full force which it is anywhere in the Securities or in this
Indenture provided that the certificate of the Trustee shall have.

     Immediately following a successor Trustee's acceptance of its appointment,
the resignation or removal of the retiring Trustee shall become
effective and the retiring Trustee shall, subject to its rights under Section
7.7 hereof, transfer all property held by it as Trustee to the successor
Trustee and shall have all the rights , powers and duties of the Trustee
under this Indenture. A successor Trustee shall mail notice of its successor
to each Securityholder.

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     SECTION 7.10 Eligibility; Disqualification. The Trustee shall at all times
satisfy the requirements of TIA section 310(a). The Trustee shall have a
combined capital and surplus of at least $100,000,000 or be a member of a bank
holding company with a combined capital and surplus of at least $100,000,000 as
set forth in its most recent published annual report of condition. The Trustee
shall comply with TIA section 310(b); provided, however, that there shall be
excluded from the operation of TIA section 310(b)(1) any indenture or indentures
under which other securities or certificates of interest or participation in
other securities of the Company are outstanding if the requirements for such
exclusion set forth in TIA section 310(b)(1) are met.

     SECTION 7.11 Preferential Collection of Claims Against Company. The Trustee
shall comply with TIA section 311(a), excluding any creditor relationship listed
in TIA section 311(b). A Trustee who has resigned or been removed shall be
subject to TIA section 311(a) to the extent indicated.


                                  ARTICLE VIII

                       Discharge of Indenture; Defeasance

     SECTION 8.1 Discharge of Liability on Securities; Defeasance. (a) When (i)
the Company delivers to the Trustee all outstanding Securities (other than
Securities replaced pursuant to Section 2.9) for cancellation or (ii) all
outstanding Securities have become due and payable, whether at maturity and the
Company irrevocably deposits with the Trustee funds sufficient to pay at
maturity or upon redemption all outstanding Securities (other than Securities
replaced pursuant to Section 2.9), including interest thereon to maturity or
such redemption date, and if in either case the Company pays all other sums
payable hereunder by the Company, then this Indenture shall, subject to Section
8.1(c), cease to be of further effect. The Trustee shall acknowledge
satisfaction and discharge of this Indenture on demand of the Company
(accompanied by an Officers' Certificate and an Opinion of Counsel stating that
all conditions precedent specified herein relating to the satisfaction and
discharge of this Indenture have been complied with) and at the cost and expense
of the Company.

     (b) Subject to Sections 8.1(c) and 8.2, the Company at any time may
terminate (i) all its obligations under the Securities and this Indenture
("legal defeasance option") or (ii) its obligations under Sections 3.2, 3.3,
3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.16 and 4.1(iii)
and the operation of Sections


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<PAGE>

6.1(vi), 6.1 (vii) and 6.1(viii) with respect to Significant Subsidiaries,
6.1(ix) and 6.1 (x) and 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
6.1(iii) and 6.1(iv) ("covenant defeasance option"), but, except as specified
above, the remainder of this Indenture and the Securities shall be unaffected
thereby. The Company may exercise its legal defeasance option notwithstanding
its prior exercise of its covenant defeasance option. If the Company exercises
its covenant defeasance option, the Company may, by written notice to the
Trustee prior to the delivery of the Opinion of Counsel referred to in Section
8.2(viii), elect to have any Subsidiary Guarantees in effect at such time
terminate.

     If the Company exercises its legal defeasance option, payment of the
Securities may not be accelerated because of an Event of Default and the
Subsidiary Guarantees in effect at such time shall terminate. If the Company
exercises its covenant defeasance option, payment of the Securities may not be
accelerated because of an Event of Default specified in Sections 6.1(iv),
6.1(v), 6.1(vi), 6.1(vii) (but only with respect to a Significant Subsidiary) or
(viii) or because of the failure of the Company to comply with Sections
4.1(iii).

     Upon satisfaction of the conditions set forth herein and upon request of
the Company, the Trustee shall acknowledge in writing the discharge of those
obligations that the Company terminates.

     (c) Notwithstanding the provisions of Sections 8.1(a) and (b), the
Company's obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.9, 7.7, 7.8, 8.4,
8.5 and 8.6 shall survive until the Securities have been paid in full.
Thereafter, the Company's obligations in Sections 7.7, 8.4 and 8.5 shall
survive.

     SECTION 8.2 Conditions to Defeasance. The Company may exercise its legal
defeasance option or its covenant defeasance option only if:

          (i) the Company irrevocably deposits in trust with the Trustee for the
     benefit of the Holders money in U.S. dollars or U.S. Government Obligations
     or a combination thereof for the payment of principal of, premium, if any,
     and interest on the Securities to maturity or redemption, as the case may
     be;

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<PAGE>

          (ii) the Company delivers to the Trustee a certificate from a
     nationally recognized firm of independent accountants expressing their
     opinion that the payments of principal and interest when due and without
     reinvestment on the deposited U.S. Government Obligations plus any
     deposited money without investment will provide cash at such times and in
     such amounts as will be sufficient to pay principal and interest when due
     on all the Securities to maturity;

          (iii) 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 with respect to this Indenture resulting from the incurrence of
     Indebtedness, all or a portion of which will be used to defease the
     Securities concurrently with such incurrence);

          (iv) such legal defeasance or covenant defeasance shall not result in
     a breach or violation of, or constitute a Default under this Indenture or
     any other material agreement or instrument to which the Company or any of
     its Subsidiaries is a party or by which the Company or any of its
     Subsidiaries is bound;

          (v) the Company shall have delivered to the Trustee an Opinion of
     Counsel, subject to such qualifications and exceptions as the Trustee deems
     appropriate, to the effect that (A) the Securities and (B) assuming no
     intervening bankruptcy of the Company between the date of deposit and the
     91st day following the deposit and that no Holder of the Securities is an
     insider of the Company, after 91st day following the deposit, the trust
     funds will not be subject to the effect of any applicable bankruptcy,
     insolvency, reorganization or similar laws affecting creditors' right
     generally;

          (vi) the deposit does not constitute a default under any other
     agreement binding on the Company;

          (vii) the Company delivers to the Trustee an Opinion of Counsel to the
     effect that the trust resulting from the deposit does not constitute, or is
     qualified as, a regulated investment company required to register under the
     Investment Company Act of 1940;

          (viii) in the case of the legal defeasance option, the Company shall
     have delivered to the Trustee an Opinion of Counsel stating that (i) the

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<PAGE>

     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 Securityholders will not recognize income, gain or loss for
     federal income tax purposes as a result of such 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;

          (ix) in the case of the covenant defeasance option, the Company shall
     have delivered to the Trustee an Opinion of Counsel in the United States to
     the effect that the Securityholders 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; and

          (x) the Company delivers to the Trustee an Officers' Certificate
     stating that all conditions precedent to the defeasance and discharge of
     the Securities and this Indenture as contemplated by this Article VIII have
     been complied with and an Opinion of Counsel stating that the Trustee on
     behalf of the Holders will have a valid and perfected exclusive security
     interest in the trust funds and that the conditions precedent provided for
     in clauses (viii) and (ix), as applicable, of this Section 8.2 have been
     complied with.

     SECTION 8.3 Application of Trust Money. The Trustee shall hold in trust
money or U.S. Government Obligations deposited with it pursuant to this Article
VIII. It shall apply the deposited money and the money from U.S. Government
Obligations through the Paying Agent and in accordance with this Indenture to
the payment of principal of and interest on the Securities.

     SECTION 8.4 Repayment to Company. The Trustee and the Paying Agent shall
promptly turn over to the Company upon request any excess money or securities
held by them upon payment of all the obligations under this Indenture.

     Subject to any applicable abandoned property law, the Trustee and the
Paying Agent shall pay to the Company upon request any money held by them for
the payment of principal of or interest on the Securities that remains unclaimed
for

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<PAGE>

two years, and, thereafter, Securityholders entitled to the money must look
to the Company for payment as general creditors.

     SECTION 8.5 Indemnity for U.S. Government Obligations. The Company shall
pay and shall indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against deposited U.S. Government Obligations or the principal
and interest received on such U.S. Government Obligations.

     SECTION 8.6 Reinstatement. If the Trustee or Paying Agent is unable to
apply any money or U.S. Government Obligations in accordance with this Article
VIII by reason of any legal proceeding or by reason of any order or judgment of
any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, the obligations of the Company under this
Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to this Article VIII until such time as the
Trustee or Paying Agent is permitted to apply all such money or U.S. Government
Obligations in accordance with this Article VIII; provided, however, that, if
the Company has made any payment of interest on or principal of any Securities
because of the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Securities to receive such
payment from the money or U.S. Government Obligations held by the Trustee or
Paying Agent.


                                   ARTICLE IX

                                   Amendments

     SECTION 9.1 Without Consent of Holders. The Company, the Subsidiary
Guarantors and the Trustee may amend this Indenture or the Securities without
notice to or consent of any Securityholder:

          (i) to cure any ambiguity, omission, defect or inconsistency;

          (ii) to comply with Article IV in respect of the assumption by a
     Successor Company of an obligation of the Company under this Indenture;

          (iii) to provide for uncertificated Securities in addition to or in
     place of certificated Securities; provided, however, that the
     uncertificated Securities are issued in registered form for purposes of
     Section 163(f) of the Code or in

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<PAGE>

     a manner such that the uncertificated Securities are described in Section
     163(f)(2)(B) of the Code;

          (iv) to add guarantees with respect to the Securities or to secure the
     Securities;

          (v) to add to the covenants of the Company for the benefit of the
     Holders or to surrender any right or power herein conferred upon the
     Company;

          (vi) to comply with any requirements of the SEC in connection with
     qualifying this Indenture under the TIA;

          (vii) to make any change that does not adversely affect the rights of
     any Securityholder;

          (viii) to provide for the issuance of the Exchange Securities, which
     will have terms substantially identical in all material respects to the
     Initial Securities (except that the transfer restrictions contained in the
     Initial Securities will be modified or eliminated, as appropriate), and
     which will be treated, together with any outstanding Initial Securities, as
     a single issue of securities; or

          (ix) to effect any change to the transfer restrictions and Security
     delivery procedures contained in Article II in order to conform with any
     change in applicable law or policies of the Depositary.

     After an amendment under this Section becomes effective, the Company shall
mail to Securityholders a notice briefly describing such amendment. The failure
to give such notice to all Securityholders, or any defect therein, shall not
impair or affect the validity of an amendment under this Section.

     SECTION 9.2 With Consent of Holders. The Company and the Trustee may amend
this Indenture or the Securities without notice to any Securityholder but with
the written consent of the Holders of at least a majority in principal amount of
the Securities. However, without the consent of each Securityholder affected, an
amendment may not:

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<PAGE>

          (i) reduce the amount of Securities whose Holders must consent to an
     amendment to this Indenture;

          (ii) reduce the rate of or extend the time for payment of interest on
     any Security;

          (iii) reduce the principal of or extend the Stated Maturity of any
     Security;

          (iv) make any Security payable in money other than that stated in the
     Security;

          (v) impair the right of any Holder to receive payment of principal of
     and interest on such Holder's Securities on or after the due dates therefor
     or to institute suit for the enforcement of any payment on or with respect
     to such Holder's Securities;

          (vi) make any change to the amendment provisions which require each
     Holder's consent or to the waiver provisions; or

          (vii) cause the Securities or the Subsidiary Guarantees to be
     subordinated to any other Indebtedness; or

          (viii) make any change to the redemption price or the Redemption Dates
     as set forth in paragraph 5 of the Securities.

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

     After an amendment under this Section becomes effective, the Company shall
mail to Securityholders a notice briefly describing such amendment. The failure
to give such notice to all Securityholders, or any defect therein, shall not
impair or affect the validity of an amendment under this Section.

     SECTION 9.3 Compliance with Trust Indenture Act. Every amendment to this
Indenture or the Securities shall comply with the TIA as then in effect.

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<PAGE>

     SECTION 9.4 Revocation and Effect of Consents and Waivers. A consent to an
amendment or a waiver by a Holder of a Security shall bind the Holder and every
subsequent Holder of that Security or portion of the Security that evidences
the same debt as the consenting Holder's Security, even if notation of the
consent or waiver is not made on the Security. However, any such Holder or
subsequent Holder may revoke the consent or waiver as to such Holder's Security
or portion of the Security if the Trustee receives the notice of revocation
before the date the amendment or waiver becomes effective. After an amendment or
waiver becomes effective, it shall bind every Securityholder. An amendment or
waiver shall become effective upon receipt by the Trustee of the requisite
number of written consents under Section 9.1 or 9.2 as applicable.

     The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Securityholders entitled to give their consent or
take any other action described above or required or permitted to be taken
pursuant to this Indenture. If a record date is fixed, then notwithstanding the
immediately preceding paragraph, those Persons who were Securityholders at such
record date (or their duly designated proxies), and only those Persons, shall be
entitled to give such consent or to revoke any consent previously given or to
take any such action, whether or not such Persons continue to be Holders after
such record date. No such consent shall become valid or effective more than 120
days after such record date.

     SECTION 9.5 Notation on or Exchange of Securities. If an amendment changes
the terms of a Security, the Trustee may require the Holder of the Security to
deliver it to the Trustee. The Trustee may place an appropriate notation on the
Security regarding the changed terms and return it to the Holder. Alternatively,
if the Company or the Trustee so determines, the Company in exchange for the
Security shall issue and the Trustee shall authenticate a new Security that
reflects the changed terms. Failure to make the appropriate notation or to issue
a new Security shall not affect the validity of such amendment.

     SECTION 9.6 Trustee To Sign Amendments. The Trustee shall sign any
amendment authorized pursuant to this Article IX if the amendment does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may but need not sign it. In signing such amendment the
Trustee shall be entitled to receive indemnity reasonably satisfactory to it and
to receive, and (subject to Sections 7.1 and 7.2) shall be fully protected in
relying upon, an Officers' Certificate and an Opinion of Counsel stating that
such amendment is authorized or permitted by this Indenture.



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<PAGE>

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                                       92

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                                    ARTICLE X

                                    Guarantee

     SECTION 10.1 Guarantee. The Subsidiary Guarantor hereby fully,
unconditionally and irrevocably guarantees, as primary obligor and not merely as
surety, jointly and severally with each other Subsidiary Guarantor, to each
Holder of the Securities the full and punctual payment when due, whether at
maturity, by acceleration, by redemption or otherwise, of the principal of,
premium, if any, and interest on the Securities (all the foregoing being
hereinafter collectively called the "Obligations"). The Guarantor further agrees
(to the extent permitted by law) that the Obligations may be extended or
renewed, in whole or in part, without notice or further assent from it, and that
it will remain bound under this Article X notwithstanding any extension or
renewal of any Obligation.

     The Subsidiary Guarantor waives presentation to, demand of payment from and
protest to the Company of any of the Obligations and also waives notice of
protest for nonpayment. The Subsidiary Guarantor waives notice of any default
under the Securities or the Obligations. The obligations of the Subsidiary
Guarantor hereunder shall not be affected by (a) the failure of any Holder to
assert any claim or demand or to enforce any right or remedy against the Company
or any other person under this Indenture, the Securities or any other agreement
or otherwise; (b) any extension or renewal of any thereof; (c) any rescission,
waiver, amendment or modification of any of the terms or provisions of this
Indenture, the Securities or any other agreement; (d) the release of any
security held by any Holder or the Trustee for the Obligations or any of them;
(e) the failure of any Holder to exercise any right or remedy against any other
Subsidiary Guarantor; or (f) any change in the ownership of the Company.

     The Subsidiary Guarantor further agrees that its Guarantee herein
constitutes a guarantee of payment when due (and not a guarantee of collection)
and waives any right to require that any resort be had by any Holder to any
security held for payment of the Obligations.

     The obligations of the Subsidiary Guarantor hereunder shall not be subject
to any reduction, limitation, impairment or termination for any reason (other
than payment of the Obligations in full), including any claim of waiver,
release, surrender, alteration or compromise, and shall not be subject to any
defense of setoff,

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<PAGE>

counterclaim, recoupment or termination whatsoever or by
reason of the invalidity, illegality or unenforceability of the Obligations or
otherwise. Without limiting the generality of the foregoing, the obligations of
the Subsidiary Guarantor herein shall not be discharged or impaired or otherwise
affected by the failure of any Holder to assert any claim or demand or to
enforce any remedy under this Indenture, the Securities or any other agreement,
by any waiver or modification of any thereof, by any default, failure or delay,
willful or otherwise, in the performance of the Obligations, or by any other
act or thing or omission or delay to do any other act or thing which may or
might in any manner or to any extent vary the risk of the Subsidiary Guarantor
or would otherwise operate as a discharge of the Subsidiary Guarantor as a
matter of law or equity.

     The Subsidiary Guarantor further agrees that its Guarantee herein shall
continue to be effective or be reinstated, as the case may be, if at any time
payment, or any part thereof, of principal of or interest on any of the
Obligations is rescinded or must otherwise be restored by any Holder upon the
bankruptcy or reorganization of the Company or otherwise.

     In furtherance of the foregoing and not in limitation of any other right
which any Holder has at law or in equity against the Subsidiary Guarantor by
virtue hereof, upon the failure of the Company to pay any of the Obligations
when and as the same shall become due, whether at maturity, by acceleration, by
redemption or otherwise, the Subsidiary Guarantor hereby promises to and will,
upon receipt of written demand by the Trustee, forthwith pay, or cause to be
paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid
amount of such Obligations then due and owing and (ii) accrued and unpaid
interest on such Obligations then due and owing (but only to the extent not
prohibited by law).

     The Subsidiary Guarantor further agrees that, as between the Subsidiary
Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity
of the Obligations guaranteed hereby may be accelerated as provided in this
Indenture for the purposes of the Guarantee herein, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
Obligations guaranteed hereby and (y) in the event of any such declaration of
acceleration of such Obligations, such Obligations (whether or not due and
payable) shall forthwith become due and payable by the Subsidiary Guarantor for
the purposes of this Guarantee.

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<PAGE>

     The Subsidiary Guarantor also agrees to pay any and all reasonable costs
and expenses (including reasonable attorneys' fees) incurred by the Trustee or
the Holders in enforcing any rights under this Section.

     SECTION 10.2 Limitation on Liability; Termination, Release and Discharge.
The obligations of the Subsidiary Guarantor hereunder will be limited to the
maximum amount as will, after giving effect to all other contingent and fixed
liabilities of the Subsidiary Guarantor (including, without limitation, any
guarantees under the Revolving Credit Facility) and after giving effect to any
collections from or payments made by or on behalf of any other Subsidiary
Guarantor in respect of the obligations of such other Subsidiary Guarantor under
its Subsidiary Guarantee or pursuant to its contribution obligations under this
Indenture or as set forth below, result in the obligations of the Subsidiary
Guarantor under this Guarantee not constituting a fraudulent conveyance or
fraudulent transfer under federal or state law.

     Each Subsidiary Guarantor shall be permitted to consolidate with or merge
into or sell all or part of its assets or properties to the Company or another
Subsidiary Guarantor without limitation and such merger, sale or other transfer
shall not be subject to Section 3.7 of this Indenture. Subject to the other
provisions of this Indenture, each Subsidiary Guarantor shall be permitted to
consolidate with or merge into or sell all or substantially all of its assets or
properties to any Person other than the Company or another Subsidiary Guarantor
(whether or not affiliated with the Subsidiary Guarantor). Upon the sale or
disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of all
or substantially all of its assets) to a Person (whether or not an Affiliate of
the Subsidiary Guarantor) which is not a Subsidiary Guarantor of the Company,
which sale or disposition is otherwise in compliance with this Indenture
(including Section 3.7 of this Indenture), such Subsidiary Guarantor shall be
deemed released from all its obligations under this Indenture and its Subsidiary
Guarantee and such Subsidiary Guarantee shall terminate; provided, however, that
any such termination shall occur only to the extent that all obligations of such
Subsidiary Guarantor under all of its guarantees of, and under all of its
pledges of assets or other security interests which secure, any other
Indebtedness of the Company shall also terminate upon such release, sale or
transfer.

     SECTION 10.3 Right of Contribution. The Subsidiary Guarantor hereby agrees
that to the extent that any Subsidiary Guarantor shall have paid more than its
proportionate share of any payment made on the obligations under the Subsidiary
Guarantees, such Subsidiary Guarantor shall be entitled to seek and receive
contribution from and against the Company or any other Subsidiary

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<PAGE>

Guarantor (including the Subsidiary Guarantor) who has not paid its
proportionate share of such payment. Each Subsidiary Guarantor's right of
contribution shall be subject to the terms and conditions of Section 3.6. The
provisions of this Section 10.3 shall in no respect limit the obligations and
liabilities of the Subsidiary Guarantor to the Trustee and the Holders and the
Subsidiary Guarantor shall remain liable to the Trustee and the Holders for the
full amount guaranteed by the Subsidiary Guarantor hereunder.

     SECTION 10.4 No Subrogation. Notwithstanding any payment or payments made
by the Subsidiary Guarantor hereunder, the Subsidiary Guarantor shall not be
entitled to be subrogated to any of the rights of the Trustee or any Holder
against the Company or any other Subsidiary Guarantor or any collateral security
or guarantee or right of offset held by the Trustee or any Holder for the
payment of the Obligations, nor shall the Subsidiary Guarantor seek or be
entitled to seek any contribution or reimbursement from the Company or any other
Subsidiary Guarantor in respect of payments made by the Subsidiary Guarantor
hereunder, until all amounts owing to the Trustee and the Holders by the Company
on account of the Obligations are paid in full. If any amount shall be paid to
the Subsidiary Guarantor on account of such subrogation rights at any time when
all of the Obligations shall not have been paid in full, such amount shall be
held by the Subsidiary Guarantor in trust for the Trustee and the Holders,
segregated from other funds of the Subsidiary Guarantor, and shall, forthwith
upon receipt by the Subsidiary Guarantor, be turned over to the Trustee in the
exact form received by the Subsidiary Guarantor (duly indorsed by the Subsidiary
Guarantor to the Trustee, if required), to be applied against the Obligations.


                                   ARTICLE XI

                                  Miscellaneous

     SECTION 11.1 Trust Indenture Act Controls. If any provision of this
Indenture limits, qualifies or conflicts with another provision which is
required to be included in this Indenture by the TIA, the provision required by
the TIA shall control.

     SECTION 11.2 Notices. Any notice or communication shall be in writing and
delivered in person or mailed by first-class mail addressed as follows:

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<PAGE>

          if to the Company:

          Big City Radio, Inc.
          11 Skyline Drive
          Hawthorne, NY  10532
          Attention:  President

          With a copy to:

          Paul Weiss Rifkind Wharton & Garrison
          1285 Avenue of the Americas
          New York, NY 10019
          Attention:  James M. Dubin, Esq.

          if to the Trustee:

          First Trust National Association, a national association
          180 East Fifth Street
          Saint Paul, MN  55101
          Attention:  Corporate Trust Department

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

     Any notice or communication mailed to a Securityholder shall be mailed to
the Securityholder at the Securityholder's address as it appears on the
registration books of the Registrar and shall be sufficiently given if so mailed
within the time prescribed.

     Failure to mail a notice or communication to a Securityholder or any defect
in it shall not affect its sufficiency with respect to other Securityholders. If
a notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it.

     SECTION 11.3 Communication by Holders with other Holders. Securityholders
may communicate pursuant to TIA section 312(b) with other Securityholders with
respect to their rights under this Indenture or the Securities. The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA section
312(c).

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<PAGE>

     SECTION 11.4 Certificate and Opinion as to Conditions Precedent. Upon any
request or application by the Company to the Trustee to take or refrain from
taking any action under this Indenture, the Company shall furnish to the
Trustee:

          (i) an Officers' Certificate in form and substance reasonably
     satisfactory to the Trustee stating that, in the opinion of the signers,
     all conditions precedent, if any, provided for in this Indenture relating
     to the proposed action have been complied with; and

          (ii) an Opinion of Counsel in form and substance reasonably
     satisfactory to the Trustee stating that, in the opinion of such counsel,
     all such conditions precedent have been complied with.

     SECTION 11.5 Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a covenant or condition
provided for in this Indenture shall include:

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

          (ii) 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;

          (iii) a statement that, in the opinion of such individual, he 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 complied with; and

          (iv) a statement as to whether or not, in the opinion of such
     individual, such covenant or condition has been complied with.

     In giving such Opinion of Counsel, counsel may rely as to factual matters
on an Officer's Certificate or on certificates of public officials.

     SECTION 11.6 When Securities Disregarded. In determining whether the
Holders of the required principal amount of Securities have concurred

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<PAGE>

in any direction, waiver or consent, Securities 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 disregarded and deemed not to
be outstanding, except that, for the purpose of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Securities which the Trustee knows are so owned shall be so disregarded. Also,
subject to the foregoing, only Securities outstanding at the time shall be
considered in any such determination.

     SECTION 11.7 Rules by Trustee, Paying Agent and Registrar. The Trustee may
make reasonable rules for action by, or a meeting of, Securityholders. The
Registrar and the Paying Agent may make reasonable rules for their functions.

     SECTION 11.8 Legal Holidays. A "Legal Holiday" is a Saturday, a Sunday or
other day on which commercial banking institutions are authorized or required to
be closed in New York City. If a payment date is a Legal Holiday, payment shall
be made on the next succeeding day that is not a Legal Holiday, and no interest
shall accrue for the intervening period. If a regular record date is a Legal
Holiday, the record date shall not be affected.

     SECTION 11.9 Governing Law. This Indenture and the Securities shall be
governed by, and construed in accordance with, the laws of the State of New York
but without giving effect to applicable principles of conflicts of law to the
extent that the application of the laws of another jurisdiction would be
required thereby.

     SECTION 11.10 No Recourse Against Others. An incorporator, director,
officer, employee, stockholder or controlling person, as such, of the Company
shall not have any liability for any obligations of the Company under the
Securities or this Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. By accepting a Security, each
Securityholder shall waive and release all such liability. The waiver and
release shall be part of the consideration for the issue of the Securities.

     SECTION 11.11 Successors. All agreements of the Company in this Indenture
and the Securities shall bind their respective successors. All agreements of the
Trustee in this Indenture shall bind its successors.

     SECTION 11.12 Multiple Originals. The parties may sign any number of copies
of this Indenture. Each signed copy shall be an original, but all of


                                       99

<PAGE>

them together represent the same agreement. One signed copy is enough to prove
this Indenture.

     SECTION 11.13 Variable Provisions. The Company initially appoints the
Trustee as Paying Agent and Registrar and custodian with respect to any Global
Securities.

     SECTION 11.14 Qualification of Indenture. The Company shall qualify this
Indenture under the TIA in accordance with the terms and conditions of the
Registration Rights Agreement and shall pay all reasonable costs and expenses
(including attorneys' fees and expenses for the Company, the Trustee and the
Holders) incurred in connection therewith, including, but not limited to, costs
and expenses of qualification of this Indenture and the Securities and printing
this Indenture and the Securities. The Trustee shall be entitled to receive from
the Company any such Officers' Certificates, Opinions of Counsel or other
documentation as it may reasonably request in connection with any such
qualification of this Indenture under the TIA.

     SECTION 11.15 Table of Contents; Headings. The table of contents,
cross-reference sheet and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not intended
to be considered a part hereof and shall not modify or restrict any of the terms
or provisions hereof.


                                       100



<PAGE>



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


               BIG CITY RADIO, INC.


               By: /s/ Michael Kakoyiannis
                  ----------------------------
               Name:  Michael Kakoyiannis
               Title: President and CEO


               SUBSIDIARY GUARANTORS:


               BIG CITY RADIO--NYC, L.L.C.


               By: /s/ Michael Kakoyiannis
                  ----------------------------
               Name: Michael Kakoyiannis
               Title: President and CEO


               BIG CITY RADIO--CHI, L.L.C.


               By: /s/ Michael Kakoyiannis
                  ----------------------------
               Name: Michael Kakoyiannis
               Title: President and CEO


               BIG CITY RADIO--LA, L.L.C.


               By: /s/ Michael Kakoyiannis
                  ----------------------------
               Name: Michael Kakoyiannis
               Title: President and CEO

                                       101


<PAGE>



               ODYSSEY TRAVELING BILLBOARDS,
               INC.


               By: /s/ Michael Kakoyiannis
                  ----------------------------
               Name: Michael Kakoyiannis
               Title: President and CEO

               WRKL ROCKLAND RADIO, L.L.C.


               By: /s/ Michael Kakoyiannis
                  ----------------------------
               Name: Michael Kakoyiannis
               Title: President and CEO



               FIRST TRUST NATIONAL ASSOCIATION,
               a national association


               By: /s/ Richard H. Prokosch
                  ----------------------------
               Name: Richard H. Prokosch
               Title: Assistant Vice President

                                       102

<PAGE>



                                                                       EXHIBIT A

                       [FORM OF FACE OF INITIAL SECURITY]


No. [___]                                     Principal Amount $[______________]

                                                         CUSIP NO. ____________

                     11 1/4% Senior Discount Notes due 2005


     Big City Radio, Inc., a Delaware corporation, promises to pay to
[___________], or registered assigns, the principal sum of [__________________]
Dollars on March 15, 2005.

     Interest Payment Dates: March 15 and September 15

     Record Dates: March 1 and September 1.

     Additional provisions of this Security are set forth on the other side of
this Security.


Dated:  March 17, 1998                          BIG CITY RADIO, INC.


                                    By: --------------------------------
                                          Name:  Michael Kakoyiannis
                                          Title: President and
                                                 Chief Executive Officer


                                    By: --------------------------------
                                          Name:  Arnold L. Walder
                                          Title: Secretary

                                       1



<PAGE>




TRUSTEE'S CERTIFICATE OF
  AUTHENTICATION

First Trust National Association, a national association,

as Trustee, certifies
that this is one of
the Securities referred
to in the Indenture.


By: -------------------------------
Authorized Signatory                                        Date: March 17, 1998


                                       2

<PAGE>

                   [FORM OF REVERSE SIDE OF INITIAL SECURITY]

                      11 1/4% Senior Discount Note due 2005


1.   Interest

     Big City Radio, Inc., a Delaware corporation (such corporation, and its
successors and assigns under the Indenture hereinafter referred to, being herein
called the "Company"), promises to pay interest on the principal amount of this
Security at the rate per annum shown above.

     The Company will pay interest semiannually on March 15 and September 15 of
each year commencing September 15, 2001. Interest on the Securities will accrue
from the most recent date to which interest has been paid on the Securities or,
if no interest has been paid, from March 15, 2001. The Company will pay interest
on overdue principal or premium, if any (plus interest on such interest to the
extent lawful), at the rate borne by the Securities 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 initial Accreted Value will increase at the rate of 11 1/4% per annum,
compounded semi-annually, until March 15, 2001, to an aggregate principal amount
on March 15, 2001 of $174,000,000.

     By at least 10:00 a.m. (New York City time) on the date on which any
principal of or interest on any Security is due and payable, the Company will
irrevocably deposit with the Trustee or the Paying Agent money sufficient to
pay such principal, premium, if any, and/or interest. The Company will pay
interest (except Defaulted Interest) to the Persons who are registered Holders
of Securities at the close of business on March 1 or September 1 next preceding
the interest payment date even if Securities are cancelled, repurchased or
redeemed after the record date and on or before the interest payment date.
Holders must surrender Securities to a Paying Agent to collect principal
payments. The Company will pay principal and interest in money of the United
States that at the time of payment is legal tender for payment of public and
private debts. However, the Company may pay principal and interest by check
payable in such money. It may mail an interest check to a Holder's registered
address.


                                       1

<PAGE>

3.   Paying Agent and Registrar

     Initially, First Trust National Association, a national association, a
banking corporation duly organized and existing under the laws of the State of
[_________] (the "Trustee"), will act as Trustee, Paying Agent and Registrar.
The Company may appoint and change any Paying Agent, Registrar or co-registrar
without notice to any Securityholder. The Company or any of its domestically
incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar or
co-registrar.

4.   Indenture

     The Company issued the Securities under an Indenture dated as of March 17,
1998 (as it may be amended or supplemented from time to time in accordance with
the terms thereof, the "Indenture"), among the Company, the Subsidiary
Guarantors named therein and the Trustee. The terms of the Securities include
those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939 (15 U.S.C. section 77aaa-77bbbb) as in effect
on the date of the Indenture (the "Act"). Capitalized terms used herein and not
defined herein have the meanings ascribed thereto in the Indenture. The
Securities are subject to all such terms, and Securityholders are referred to
the Indenture and the Act for a statement of those terms.

     The Securities are general unsecured senior obligations of the Company
that will rank pari passu in right of payment to all existing and future senior
indebtedness of the Company (including the Revolving Credit Facility) and senior
to all existing and future subordinated indebtedness of the Company, limited to
$174,000,000 aggregate principal amount (subject to Section 2.9 of the
Indenture). This Security is one of the Initial Securities referred to in the
Indenture. The Securities include the Initial Securities and any Exchange
Securities issued in exchange for the Initial Securities pursuant to the
Indenture and the Registration Rights Agreement. The Initial Securities and the
Exchange Securities are treated, for all purposes, as a single class of
securities under the Indenture. The Indenture imposes certain limitations on:
the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries,
the payment of dividends and other distributions on the Capital Stock of the
Company and its Restricted Subsidiaries, the purchase or redemption of Capital
Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain
purchases or redemptions of Subordinated Obligations, the Incurrence of Liens by
the Company or its Restricted Subsidiaries, the sale or


                                       2

<PAGE>

transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance of
Capital Stock of Restricted Subsidiaries, the business activities and
investments of the Company and its Restricted Subsidiaries and, transactions
with Affiliates. In addition, the Indenture limits the ability of the Company
and its Restricted Subsidiaries to restrict distributions and dividends from
Restricted Subsidiaries.

5.   Redemption

     Except as set forth below, the Securities will not be redeemable at the
option of the Company prior to March 15, 2002. On and after such date, the
Securities will be redeemable, at the Company's option, in whole or in part, at
any time upon not less than 30 nor more than 60 days prior notice mailed by
first-class mail to each Holder's registered address, at the following
redemption prices (ex pressed in percentages of principal amount), plus accrued
and unpaid interest to the redemption date (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
interest payment date):

     If redeemed during the 12-month period commencing on March 15 of the years
set forth below:

<TABLE>
<CAPTION>
Period                                                        Redemption Price

<C>                                                           <C>
2002                                                                105.625%

2003                                                                102.813%

2004 and thereafter                                                 100.00%

</TABLE>

     In addition, at any time and from time to time on or prior to March 15,
2001, the Company may redeem in the aggregate up to 331/3% of the original
principal amount of the Securities with the Net Cash Proceeds of one or more
Equity Offerings received by the Company so long as there is a Public Market for
the Class A Common Stock at the time of such redemption, at a redemption price
(expressed as a percentage of Accreted Value thereof) of 1/4%, to the date of
redemption; provided, however, that at least 662/3% of the original principal
amount of the Securities must remain outstanding after each such redemption.


                                       3

<PAGE>

     In the case of any partial redemption, selection of the Securities for
redemption will be made by the Trustee on a pro rata basis, by lot or by such
other method as the Trustee in its sole discretion shall deem to be fair and
appropriate, although no Securities of $1,000 in principal amount or less will
be redeemed in part. If any Security is to be redeemed in part only, the notice
of redemption relating to such Security shall state the portion of the principal
amount thereof to be redeemed. A new Security in principal amount equal to the
unredeemed portion thereof will be issued in the name of the Holder thereof upon
cancellation of the original Security.

6.   Repurchase Provisions

     (a) Upon a Change of Control, each Holder of Securities will have the right
to require the Company to purchase all or any part of the Securities of such
Holder at a purchase price in cash equal to 101% of the principal amount
thereof, plus accrued and unpaid interest, if any, to the date of purchase
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date) or, in the case of
purchases of Securities prior to March 15, 2001, at a purchase price equal to
101% of the Accreted Value thereof as of the date of purchase as provided in,
and subject to the terms of, the Indenture.

     (b) If the Company or a Restricted Subsidiary consummates any Asset
Disposition permitted by the Indenture, when the aggregate amount of Net
Available Cash available after application of the proceeds of such Asset
Disposition pursuant to the Indenture, equals or exceeds $5,000,000, the Company
shall make an Offer to purchase all outstanding Securities pro rata up to a
maximum principal amount (expressed as a multiple of $1,000) of Securities equal
to such Offer Proceeds, at a purchase price in cash equal to, prior to March
15, 2001, 100% of the Accreted Value of such Securities on the purchase date and
thereafter 100% of the principal amount thereof, plus accrued and unpaid
interest thereon, if any, to the date of purchase and other pari passu debt
obligations subject to a similar covenant at par plus accrued and unpaid
interest, in accordance with the procedures set forth in Section 3.7 of the
Indenture.

7.   Denominations; Transfer; Exchange

     The Securities are in registered form without coupons in denominations of
principal amount of $1,000 and whole multiples of $1,000. A Holder may transfer
or exchange Securities in accordance with the Indenture. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements or
transfer


                                       4

<PAGE>

documents and to pay any taxes and fees required by law or permitted by the
Indenture. The Registrar need not register the transfer of or exchange (i) any
Securities selected for redemption (except, in the case of a Security to be
redeemed in part, the portion of the Security not to be redeemed) for a period
beginning 15 days before a selection of Securities to be redeemed and ending on
the date of such selection or (ii) any Securities for a period beginning 15 days
before an interest payment date and ending on such interest payment date.

8.   Persons Deemed Owners

     The registered holder of this Security may be treated as the owner of it
for all purposes.

9.   Unclaimed Money

     If money for the payment of principal or interest remains unclaimed for two
years, the Trustee or Paying Agent shall pay the money back to the Company at
its request unless an abandoned property law designates another Person. After
any such payment, Holders entitled to the money must look only to the Company
and not to the Trustee for payment.

10.  Defeasance

     Subject to certain conditions set forth in the Indenture, the Company at
any time may terminate some or all of its obligations under the Securities and
the Indenture if the Company deposits with the Trustee money or U.S. Government
Obligations for the payment of principal and interest on the Securities to
redemption or maturity, as the case may be.

11.  Amendment, Waiver

     Subject to certain exceptions set forth in the Indenture, (i) the Indenture
or the Securities may be amended with the written consent of the Holders of
at least a majority in principal amount of the then outstanding Securities and
(ii) any default or noncompliance with any provision may be waived with the
written consent of the Holders of a majority in principal amount of the then
outstanding Securities. Subject to certain exceptions set forth in the
Indenture, without the consent of any Securityholder, the Company, the
Subsidiary Guarantors and the Trustee may amend the Indenture or the Securities
to cure any ambiguity, omission, defect or inconsis-


                                       5

<PAGE>

tency, or to comply with Article IV of the Indenture, or to provide for
uncertificated Securities in addition to or in place of certificated Securities,
or to add guarantees with respect to the Securities or to secure the Securities,
or to add additional covenants or surrender rights and powers conferred on the
Company, or to comply with any request of the SEC in connection with qualifying
the Indenture under the Act, or to make any change that does not adversely
affect the rights of any Securityholder, or to provide for the issuance of
Exchange Securities.

12.  Defaults and Remedies

     Under the Indenture, Events or Default include (i) default for 30 days in
payment of interest when due on the Securities; (ii) default in payment of
principal on the Securities at maturity, upon required repurchase, upon
redemption pursuant to paragraphs 5 and 6 of the Securities, upon declaration or
otherwise; (iii) the failure by the Company to comply with its obligations under
Article IV of the Indenture, (iv) failure by the Company to comply for 30 days
after notice with any of its obligations under the covenants described under
Section 3.9 of the Indenture or under other covenants specified in the Indenture
(in each case, other than a failure to purchase Securities which shall
constitute an Event of Default under clause (ii) above), (v) the failure by the
Company to comply for 60 days after notice with its other agreements contained
in the Indenture, (vi) Indebtedness of the Company or any Restricted Subsidiary
not paid, waived or cured within any applicable grace period after final
maturity or is accelerated by the Holders thereof because of a default and the
total amount of such Indebtedness unpaid or accelerated exceeds $5,000,000 (the
"cross acceleration provision"), (vii) certain events of bankruptcy, insolvency
or reorganization of the Company or a Significant Subsidiary (the "bankruptcy
provisions"), (viii) any final judgment or decree for the payment of money in
excess of $5,000,000 (net of applicable insurance coverage, provided, that the
insurance carriers have acknowledged coverage) is rendered against the Company
or a Significant Subsidiary and such judgment or decree shall remain unvacated,
undischarged or unstayed for a period of 60 days after such judgment becomes
final and non-appealable (the "judgment default provision") or (ix) any
Subsidiary Guarantee ceases to be in full force and effect (except as
contemplated by the terms of the Indenture or such Subsidiary Guarantee) or any
Subsidiary Guarantor denies or disaffirms its obligations under the Indenture or
its Subsidiary Guarantee. However, a default under clause (iv) or (v) will not
constitute an Event of Default until the Trustee or the holders of more than 25%
in principal amount of the outstanding Securities notify the Company of the
default and the Company does not


                                       6

<PAGE>

cure such default within the time specified in clauses (iv) and (v) hereof after
receipt of such notice.

     If an Event of Default occurs and is continuing, the Trustee or the Holders
of at least 25% in principal amount of the outstanding Securities by notice to
the Company and the Trustee may declare the principal of and accrued and unpaid
interest, if any, on all the Securities to be due and payable immediately.
Certain events of bankruptcy or insolvency are Events of Default which will
result in the Securities being due and payable immediately upon the occurrence
of such Events of Default.

     Securityholders may not enforce the Indenture or the Securities except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Securities unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in principal amount of the Securities
may direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Securityholders notice of any continuing Default or Event of
Default (except a Default or Event of Default in payment of principal or
interest) if it determines that withholding notice is in their interest.

13.  Trustee Dealings with the Company

     Subject to certain limitations set forth in the Indenture, the Trustee
under the Indenture, in its individual or any other capacity, may become the
owner or pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Company or its Affiliates and may otherwise deal
with the Company or its affiliates with the same rights it would have if it were
not Trustee.

14.  No Recourse Against Others

     An incorporator, director, officer, employee, stockholder or controlling
person, as such, of the Company shall not have any liability for any obligations
of the Company under the Securities or the Indenture or for any claim based on,
in respect of or by reason of such obligations or their creation. By accepting a
Security, each Securityholder waives and releases all such liability. The waiver
and release are part of the consideration for the issue of the Securities.


                                       7

<PAGE>

15.  Authentication

     This Security shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent acting on its behalf) manually signs the
certificate of authentication on the other side of this Security.

16.  Abbreviations

     Customary abbreviations may be used in the name of a Securityholder or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entirety), JT TEN (=joint tenants with rights of survivorship and not as tenants
in common), CUST (=custodian) and U/G/M/A (=Uniform Gift 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 Securities and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Securityholders. No representation is
made as to the accuracy of such numbers either as printed on the Securities or
as contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

18.  Governing Law

     This Security shall be governed by, and construed in accordance with, the
laws of the State of New York but without giving effect to applicable principles
of conflicts of law to the extent that the application of the laws of another
jurisdiction would be required thereby.


                                       8

<PAGE>




               The Company will furnish to any Securityholder upon written
          request and without charge to the Securityholder a copy of the
          Indenture which has in it the text of this Security in larger type.
          Requests may be made to:

                        Big City Radio, Inc.
                        c/o Metromedia Company
                        One Meadowlands Plaza
                        East Rutherford, NJ  07073-2137
                        Attention of:  General Counsel


                                       9

<PAGE>

                                 ASSIGNMENT FORM

                To assign this Security, fill in the form below:

                  I or we assign and transfer this Security to

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

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

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


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

Date:                                         Your Signature:
     --------------------                                    -------------------

Signature Guarantee:
                    ----------------------------
                   (Signature must be guaranteed)


--------------------------------------------------------------------------------
Sign exactly as your name appears on the other side of this Security.

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

In connection with any transfer or exchange of any of the Securities evidenced
by this certificate occurring prior to the date that is two years after the
later of the date of original issuance of such Securities and the last date, if
any, on which such Securities were owned by the Company or any Affiliate of the
Company, the undersigned confirms that such Securities are being:

CHECK ONE BOX BELOW:

    1[ ]      acquired for the undersigned's own account, without transfer;
              or

    2[ ]      transferred to the Company; or


                                       1

<PAGE>

    3[ ]      transferred pursuant to and in compliance with Rule 144A
              under the Securities Act of 1933, as amended (the "Securities
              Act"); or

    4[ ]      transferred pursuant to an effective registration statement
              under the Securities Act; or

    5[ ]      transferred pursuant to and in compliance with Regulation S
              under the Securities Act; or

    6[ ]      transferred to an institutional "accredited investor" (as defined
              in Rule 501(a)(1), (2), (3) or (7) under the Securities Act), that
              has furnished to the Trustee a signed letter containing certain
              representations and agreements (the form of which letter
              appears as Section 2.7 of the Indenture); or
                           -----------

    7[ ]      transferred pursuant to another available exemption from the
              registration requirements of the Securities Act of 1933.

Unless one of the boxes is checked, the Trustee will refuse to register any of
the Securities evidenced by this certificate in the name of any person other
than the registered holder thereof; provided, however, that if box (5), (6) or
(7) is checked, the Trustee or the Company may require, prior to registering any
such transfer of the Securities, in their sole discretion, such legal opinions,
certifications and other information as the Trustee or the Company may
reasonably request 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 Securities Act of 1933, such as the exemption provided by
Rule 144 under such Act.



------------------------------
                                         Signature
Signature Guarantee:

-------------------------
------------------------------
(Signature must be guaranteed)           Signature


                                       2

<PAGE>

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

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

TO BE COMPLETED BY PURCHASER IF (1) ABOVE IS CHECKED.

     The undersigned represents and warrants that it is purchasing this Note for
its own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a "qualified institutional buyer"
within the meaning of Rule 144A under the Securities Act of 1933, as amended,
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.



------------------
Dated:


                                       3



<PAGE>


              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY
                      [TO BE ATTACHED TO GLOBAL SECURITIES]










     The following increases or decreases in this Global Security have been
made:



<TABLE>
<CAPTION>

                                                                   Principal Amount
            Amount of decrease       Amount of increase                of this
            in Principal Amount      in Principal Amount           Global Security          Signature of authorized
Date of          of this                of this                    following such            signatory of Trustee
Exchange     Global Security         Global Security            decrease or increase         or Securities Custodian
-------       --------------            ----------                 ------------               --------------
<S>         <C>                       <C>                         <C>                         <C>



</TABLE>

                                       4

<PAGE>










                       OPTION OF HOLDER TO ELECT PURCHASE

     If you want to elect to have this Security purchased by the Company
pursuant to Section 3.7 or 3.9 of the Indenture, check the box:



     If you want to elect to have only part of this Security purchased by the
Company pursuant to Section 3.7 or 3.9 of the Indenture, state the amount in
principal amount (must be integral multiple of $1,000): $


Date: __________ Your Signature ____________________________
                    (Sign exactly as your name appears on the
                     other side of the Security)


Signature Guarantee: _______________________________________
                    (Signature must be guaranteed)

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.



                                       5




<PAGE>










                                                                       EXHIBIT B


                       [FORM OF FACE OF EXCHANGE SECURITY]





No. [_____]                                     Principal Amount $[____________]
                                                         CUSIP NO. _____________

                                          11 1/4% Senior Discount Notes due 2005

     Big City Radio, Inc., a Delaware corporation, promises to pay to
[______________], or registered assigns, the principal sum of [_______________]
Dollars on March 15, 2005.

     Interest Payment Dates: March 15 and September 15.

     Record Dates: March 1 and September 1.

     Additional provisions of this Security are set forth on the other side of
this Security.

                              BIG CITY RADIO, INC.


                              By:
                                 -----------------------------------------------

                              By:
                                 -----------------------------------------------

                                       6


<PAGE>



TRUSTEE'S CERTIFICATE OF
  AUTHENTICATION

First Trust National Association, a national association,

as Trustee, certifies
that this is one of
the Securities referred
to in the Indenture.

By:
   ------------------------------
     Authorized Signatory                                      Date:

                                       7


<PAGE>










                  [FORM OF REVERSE SIDE OF EXCHANGE SECURITY]

                       ___% Senior Discount Note due 2005

1.          Interest

     Big City Radio, Inc., a Delaware corporation (such corporation, and its
successors and assigns under the Indenture hereinafter referred to, being herein
called the "Company"), promises to pay interest on the principal amount of this
Security at the rate per annum shown above.

     The Company will pay interest semiannually on March 15 and Septem ber 15 of
each year commencing September 15, 2001. Interest on the Securities will accrue
from the most recent date to which interest has been paid on the Securities or,
if no interest has been paid, from March 15, 2001. The Company will pay interest
on overdue principal or premium, if any (plus interest on such interest to the
extent lawful), at the rate borne by the Securities 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 initial Accreted Value will increase at the rate of 11 1/4% per annum,
compounded semi-annually, until March 15, 2001, to an aggregate principal amount
on March 15, 2001 of $174,000,000.

     By at least 10:00 a.m. (New York City time) on the date on which any
principal of or interest on any Security is due and payable, the Company will
irrevoca bly deposit with the Trustee or the Paying Agent money sufficient to
pay such principal, premium, if any, and/or interest. The Company will pay
interest (except Defaulted Interest) to the Persons who are registered Holders
of Securities at the close of business on March 1 or September 1 next preceding
the interest payment date even if Securities are cancelled, repurchased or
redeemed after the record date and on or before the interest payment date.
Holders must surrender Securities to a Paying Agent to collect principal
payments. The Company will pay principal and interest in money of the United
States that at the time of payment is legal tender for payment of public and
private debts. However, the Company may pay principal and interest by check
payable in such money. It may mail an interest check to a Holder's registered
address.


                                       1


<PAGE>



3.          Paying Agent and Registrar

     Initially, First Trust National Association, a national association, a
banking corporation duly organized and existing under the laws of the State of
[_________] (the "Trustee"), will act as Trustee, Paying Agent and Registrar.
The Company may appoint and change any Paying Agent, Registrar or co-registrar
without notice to any Securityholder. The Company or any of its domestically
incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar or
co-registrar.

4.          Indenture

     The Company issued the Securities under an Indenture dated as of March 17,
1998 (as it may be amended or supplemented from time to time in accor dance with
the terms thereof, the "Indenture"), among the Company, the Subsidiary
Guarantors named therein and the Trustee. The terms of the Securities include
those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939 (15 U.S.C. section 77aaa-77bbbb) as in effect
on the date of the Indenture (the "Act"). Capitalized terms used herein and not
defined herein have the meanings ascribed thereto in the Indenture. The
Securities are subject to all such terms, and Securityholders are referred to
the Indenture and the Act for a statement of those terms.

     The Securities are general unsecured senior obligations of the Company
that will rank pari passu in right of payment to all existing and future senior
indebtedness of the Company (including the Revolving Credit Facility) and senior
to all existing and future subordinated indebtedness of the Company, limited to
$174,000,000 aggregate principal amount (subject to Section 2.9 of the
Indenture). This Security is one of the Initial Securities referred to in the
Indenture. The Securities include the Initial Securities and any Exchange
Securities issued in exchange for the Initial Securities pursuant to the
Indenture and the Registration Rights Agree ment. The Initial Securities and the
Exchange Securities are treated, for all purposes, as a single class of
securities under the Indenture. The Indenture imposes certain limitations on:
the Incurrence of Indebtedness by the Company and its Restricted Subsidiaries,
the payment of dividends and other distributions on the Capital Stock of the
Company and its Restricted Subsidiaries, the purchase or redemption of Capital
Stock of the Company and Capital Stock of such Restricted Subsidiaries, certain
purchases or redemptions of Subordinated Obligations, the Incurrence of Liens by
the Company or its Restricted Subsidiaries, the sale or


                                       2


<PAGE>

transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance of
Capital Stock of Restricted Subsidiaries, the business activities and
investments of the Company and its Restricted Subsidiaries and, transactions
with Affiliates. In addition, the Indenture limits the ability of the Company
and its Restricted Subsidiaries to restrict distributions and dividends from
Restricted Subsidiaries.

5.          Redemption

     Except as set forth below, the Securities will not be redeemable at the
option of the Company prior to March 15, 2002. On and after such date, the
Securities will be redeemable, at the Company's option, in whole or in part, at
any time upon not less than 30 nor more than 60 days prior notice mailed by
first-class mail to each Holder's registered address, at the following
redemption prices (ex pressed in percentages of principal amount), plus accrued
and unpaid interest to the redemption date (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
interest payment date):

     If redeemed during the 12-month period commencing on March 15 of the years
set forth below:
<TABLE>
<CAPTION>

Period                                            Redemption Price

<C>                                                     <C>
2002                                                    105.625%

2003                                                    102.813%

2004 and thereafter                                     100.00%
</TABLE>

     In addition, at any time and from time to time on or prior to March 15,
2001, the Company may redeem in the aggregate up to 331/3% of the original
principal amount of the Securities with the Net Cash Proceeds of one or more
Equity Offerings received by the Company so long as there is a Public Market for
the Class A Common Stock at the time of such redemption, at a redemption price
(expressed as a percentage of Accreted Value thereof) of 111, to the date of
redemption; provided, however, that at least 662/3% of the original principal
amount of the Securities must remain outstanding after each such redemption.


                                       3


<PAGE>



     In the case of any partial redemption, selection of the Securities for
redemp tion will be made by the Trustee on a pro rata basis, by lot or by such
other method as the Trustee in its sole discretion shall deem to be fair and
appropriate, although no Securities of $1,000 in principal amount or less will
be redeemed in part. If any Security is to be redeemed in part only, the notice
of redemption relating to such Security shall state the portion of the principal
amount thereof to be redeemed. A new Security in principal amount equal to the
unredeemed portion thereof will be issued in the name of the Holder thereof upon
cancellation of the original Security.

6.          Repurchase Provisions

     (c) Upon a Change of Control, each Holder of Securities will have the right
to require the Company to purchase all or any part of the Securities of such
Holder at a purchase price in cash equal to 101% of the principal amount
thereof, plus accrued and unpaid interest, if any, to the date of purchase
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date) or, in the case of
purchases of Securities prior to March 15, 2001, at a purchase price equal to
101% of the Accreted Value thereof as of the date of purchase as provided in,
and subject to the terms of, the Indenture.

     (d) If the Company or a Restricted Subsidiary consummates any Asset
Disposition permitted by the Indenture, when the aggregate amount of Net
Available Cash available after application of the proceeds of such Asset
Disposition pursuant to the Indenture, equals or exceeds $5,000,000, the Company
shall make an Offer to purchase all outstanding Securities pro rata up to a
maximum principal amount (expressed as a multiple of $1,000) of Securities equal
to such Offer Proceeds, at a purchase price in cash equal to, prior to March
15, 2001, 100% of the Accreted Value of such Securities on the purchase date and
thereafter 100% of the principal amount thereof, plus accrued and unpaid
interest thereon, if any, to the date of purchase and other pari passu debt
obligations subject to a similar covenant at par plus accrued and unpaid
interest, in accordance with the procedures set forth in Section 3.7 of the
Indenture.

7.          Denominations; Transfer; Exchange

     The Securities are in registered form without coupons in denominations of
principal amount of $1,000 and whole multiples of $1,000. A Holder may transfer
or exchange Securities in accordance with the Indenture. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements or
transfer

                                       4


<PAGE>

documents and to pay any taxes and fees required by law or permitted by
the Indenture. The Registrar need not register the transfer of or exchange (i)
any Securities selected for redemption (except, in the case of a Security to be
redeemed in part, the portion of the Security not to be redeemed) for a period
beginning 15 days before a selection of Securities to be redeemed and ending on
the date of such selection or (ii) any Securities for a period beginning 15 days
before an interest payment date and ending on such interest payment date.

8.          Persons Deemed Owners

     The registered holder of this Security may be treated as the owner of it
for all purposes.

9.          Unclaimed Money

     If money for the payment of principal or interest remains unclaimed for two
years, the Trustee or Paying Agent shall pay the money back to the Company at
its request unless an abandoned property law designates another Person. After
any such payment, Holders entitled to the money must look only to the Company
and not to the Trustee for payment.

10.         Defeasance

     Subject to certain conditions set forth in the Indenture, the Company at
any time may terminate some or all of its obligations under the Securities and
the Indenture if the Company deposits with the Trustee money or U.S. Government
Obligations for the payment of principal and interest on the Securities to
redemption or maturity, as the case may be.

11.         Amendment, Waiver

     Subject to certain exceptions set forth in the Indenture, (i) the Indenture
or the Securities may be amended with the written consent of the Holders of at
least a majority in principal amount of the then outstanding Securities and (ii)
any default or noncompliance with any provision may be waived with the written
consent of the Holders of a majority in principal amount of the then outstanding
Securities. Subject to certain exceptions set forth in the Indenture, without
the consent of any Securityholder, the Company, the Subsidiary Guarantors and
the Trustee may amend the Indenture or the Securities to cure any ambiguity,
omission, defect or


                                       5


<PAGE>

inconsistency, or to comply with Article IV of the Indenture, or to provide for
uncertificated Securities in addition to or in place of certificated Securities,
or to add guarantees with respect to the Securities or to secure the Securities,
or to add additional covenants or surrender rights and powers conferred on the
Company, or to comply with any request of the SEC in connection with qualifying
the Indenture under the Act, or to make any change that does not adversely
affect the rights of any Securityholder, or to provide for the issuance of
Exchange Securities.

12.         Defaults and Remedies

     Under the Indenture, Events or Default include (i) default for 30 days in
payment of interest when due on the Securities; (ii) default in payment of
principal on the Securities at maturity, upon required repurchase, upon
redemption pursuant to paragraphs 5 and 6 of the Securities, upon declaration or
otherwise; (iii) the failure by the Company to comply with its obligations under
Article IV of the Indenture, (iv) failure by the Company to comply for 30 days
after notice with any of its obligations under the covenants described under
Section 3.9 of the Indenture or under other covenants specified in the Indenture
(in each case, other than a failure to purchase Securities which shall
constitute an Event of Default under clause (ii) above), (v) the failure by the
Company to comply for 60 days after notice with its other agreements contained
in the Indenture, (vi) Indebtedness of the Company or any Restricted Subsidiary
not paid, waived or cured within any applicable grace period after final
maturity or is accelerated by the Holders thereof because of a default and the
total amount of such Indebtedness unpaid or accelerated exceeds $5,000,000 (the
"cross acceleration provision"), (vii) certain events of bankruptcy, insolvency
or reorganiza tion of the Company or a Significant Subsidiary (the "bankruptcy
provisions"), (viii) any final judgment or decree for the payment of money in
excess of $5,000,000 (net of applicable insurance coverage, provided, that the
insurance carriers have acknowl edged coverage) is rendered against the Company
or a Significant Subsidiary and such judgment or decree shall remain unvacated,
undischarged or unstayed for a period of 60 days after such judgment becomes
final and non-appealable (the "judg ment default provision") or (ix) any
Subsidiary Guarantee ceases to be in full force and effect (except as
contemplated by the terms of the Indenture or such Subsidiary Guarantee) or any
Subsidiary Guarantor denies or disaffirms its obligations under the Indenture or
its Subsidiary Guarantee. However, a default under clause (iv) or (v) will not
constitute an Event of Default until the Trustee or the holders of more than 25%
in principal amount of the outstanding Securities notify the Company of the
default and the Company does not


                                       6


<PAGE>

     cure such default within the time specified in clauses (iv) and (v) hereof
after receipt of such notice.

     If an Event of Default occurs and is continuing, the Trustee or the Holders
of at least 25% in principal amount of the outstanding Securities by notice to
the Company and the Trustee may declare the principal of and accrued and unpaid
interest, if any, on all the Securities to be due and payable immediately.
Certain events of bankruptcy or insolvency are Events of Default which will
result in the Securities being due and payable immediately upon the occurrence
of such Events of Default.

     Securityholders may not enforce the Indenture or the Securities except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Securities unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in principal amount of the Securities
may direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Securityholders notice of any continuing Default or Event of
Default (except a Default or Event of Default in payment of principal or
interest) if it determines that withholding notice is in their interest.

13.         Trustee Dealings with the Company

     Subject to certain limitations set forth in the Indenture, the Trustee
under the Indenture, in its individual or any other capacity, may become the
owner or pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Company or its Affiliates and may otherwise deal
with the Company or its affiliates with the same rights it would have if it were
not Trustee.

14.         No Recourse Against Others

     An incorporator, director, officer, employee, stockholder or controlling
person, as such, of the Company shall not have any liability for any obligations
of the Company under the Securities or the Indenture or for any claim based on,
in respect of or by reason of such obligations or their creation. By accepting a
Security, each Securityholder waives and releases all such liability. The waiver
and release are part of the consideration for the issue of the Securities.

                                       7


<PAGE>

15.         Authentication

     This Security shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent acting on its behalf) manually signs the
certificate of authentication on the other side of this Security.

16.         Abbreviations

     Customary abbreviations may be used in the name of a Securityholder or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entirety), JT TEN (=joint tenants with rights of survivorship and not as tenants
in common), CUST (=custodian) and U/G/M/A (=Uniform Gift 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 Securities and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Securityholders. No representation is
made as to the accuracy of such numbers either as printed on the Securities or
as contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

18.         Governing Law

     This Security shall be governed by, and construed in accordance with, the
laws of the State of New York but without giving effect to applicable principles
of conflicts of law to the extent that the application of the laws of another
jurisdiction would be required thereby.



                                       8


<PAGE>




                    The Company will furnish to any Securityholder upon written
               request and without charge to the Securityholder a copy of the
               Indenture which has in it the text of this Security in larger
               type. Requests may be made to:

                              Big City Radio, Inc.
                              c/o Metromedia Company
                              One Meadowlands Plaza
                              East Rutherford, NJ  07073-2137
                              Attention of:  General Counsel


                                       9

<PAGE>










                                ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

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

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

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


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

Date:                  Your Signature
      ---------------                 --------------------

Signature Guarantee:
                      ------------------------------------
                            (Signature must be guaranteed)



Sign exactly as your name appears on the other side of this Security.

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.




                                       1



<PAGE>










                       OPTION OF HOLDER TO ELECT PURCHASE


     If you want to elect to have this Security purchased by the Company
pursuant to Section 3.7 or 3.9 of the Indenture, check the box:

                                       [ ]


     If you want to elect to have only part of this Security purchased by the
Company pursuant to Section 3.7 or 3.9 of the Indenture, state the amount in
principal amount (must be integral multiple of $1,000): $


Date: _______________    Your Signature: _________________________
                         (Sign exactly as your name appears on the other side of
                          the Security)



Signature Guarantee: _______________________________________
                        (Signature must be guaranteed)

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.


                                       1



<PAGE>




                                                                      EXHIBIT C


                          FORM OF SUBSIDIARY GUARANTEE

     This Supplemental Indenture, dated as of [__________] (this "Supplemental
Indenture" or "Guarantee"), among [name of Subsidiary Guarantor] (the
"Guarantor"), Big City Radio, Inc. (together with its successors and assigns,
the "Company"), [each other then existing Subsidiary Guarantor under the
Indenture referred to below,] and First Trust National Association, a national
association, as Trustee under the Indenture referred to below.


                              W I T N E S S E T H:

     WHEREAS, the Company and the Trustee have heretofore executed and delivered
an Indenture, dated as of March 17, 1998 (as amended, supplemented, waived or
otherwise modified, the "Indenture"), providing for the issuance of an aggregate
principal amount of $174,000,000 of 11 1/4% Senior Discount Notes due 2005 of
the Company (the "Securities");

     WHEREAS, Section 3.12 of the Indenture provides that the Company is
required to cause each Restricted Subsidiary created or acquired by the Company
to execute and deliver to the Trustee a Subsidiary Guarantee pursuant to which
such Subsidiary Guarantor will unconditionally Guarantee, on a joint and several
basis, the full and prompt payment of the principal of, premium, if any and
interest on the Securities on a senior subordinated basis; and

     WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee and the
Company are authorized to execute and deliver this Supplemental Indenture to
amend the Indenture, without the consent of any Securityholder;

     NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guarantor, the Company[, the other Subsidiary Guarantors] and the Trustee
mutually covenant and agree for the equal and ratable benefit of the holders of
the Securities as follows:


<PAGE>




                                   ARTICLE I

                                   Definitions

     SECTION 1.1 Defined Terms. As used in this Subsidiary Guarantee, terms
defined in the Indenture or in the preamble or recital hereto are used herein as
therein defined, except that the term "Holders" in this Guarantee shall refer to
the term "Holders" as defined in the Indenture and the Trustee acting on behalf
or for the benefit of such holders. The words "herein," "hereof" and "hereby"
and other words of similar import used in this Supplemental Indenture refer to
this Supplemental Indenture as a whole and not to any particular section hereof.

                                   ARTICLE II

                                    Guarantee

     SECTION 2.1 Guarantee. The Guarantor hereby fully, unconditionally and
irrevocably guarantees, as primary obligor and not merely as surety, jointly and
severally with each other Subsidiary Guarantor, to each Holder of the Securities
the full and punctual payment when due, whether at maturity, by acceleration, by
redemption or otherwise, of the principal of, premium, if any, and interest on
the Securities (all the foregoing being hereinafter collectively called the
"Obligations"). The Guarantor further agrees (to the extent permitted by law)
that the Obligations may be extended or renewed, in whole or in part, without
notice or further assent from it, and that it will remain bound under this
Article II notwithstanding any extension or renewal of any Obligation.

     The Guarantor waives presentation to, demand of payment from and protest to
the Company of any of the Obligations and also waives notice of protest for
nonpayment. The Guarantor waives notice of any default under the Securities or
the Obligations. The obligations of the Guarantor hereunder shall not be
affected by (a) the failure of any Holder to assert any claim or demand or to
enforce any right or remedy against the Company or any other person under the
Indenture, the Securities or any other agreement or otherwise; (b) any extension
or renewal of any thereof; (c) any rescission, waiver, amendment or modification
of any of the terms or provisions of the Indenture, the Securities or any other
agreement; (d) the release of any security held by any Holder or the Trustee for
the Obligations or any of them; (e) the failure


                                       2
<PAGE>

of any Holder to exercise any right or remedy against any other Subsidiary
Guarantor; or (f) any change in the ownership of the Company.

     The Guarantor further agrees that its Guarantee herein constitutes a
guarantee of payment when due (and not a guarantee of collection) and waives any
right to require that any resort be had by any Holder to any security held for
payment of the Obligations.

     The obligations of the Guarantor hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason (other than
payment of the Obligations in full), including any claim of waiver, release,
surrender, alteration or compromise, and shall not be subject to any defense of
setoff, counterclaim, recoupment or termination whatsoever or by reason of the
invalidity, illegality or unenforceability of the Obligations or otherwise.
Without limiting the generality of the foregoing, the obligations of the
Guarantor herein shall not be discharged or impaired or otherwise affected by
the failure of any Holder to assert any claim or demand or to enforce any remedy
under the Indenture, the Securities or any other agreement, by any waiver or
modification of any thereof, by any default, failure or delay, willful or
otherwise, in the performance of the Obligations, or by any other act or thing
or omission or delay to do any other act or thing which may or might in any
manner or to any extent vary the risk of the Guarantor or would otherwise
operate as a discharge of the Guarantor as a matter of law or equity.

     The Guarantor further agrees that its Guarantee herein shall continue to be
effective or be reinstated, as the case may be, if at any time payment, or any
part thereof, of principal of or interest on any of the Obligations is rescinded
or must otherwise be restored by any Holder upon the bankruptcy or
reorganization of the Company or otherwise.

     In furtherance of the foregoing and not in limitation of any other right
which any Holder has at law or in equity against the Guarantor by virtue hereof,
upon the failure of the Company to pay any of the Obligations when and as the
same shall become due, whether at maturity, by acceleration, by redemption or
otherwise, the Guarantor hereby promises to and will, upon receipt of written
demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the
Holders an amount equal to the sum of (i) the unpaid amount of such Obligations
then due and owing and (ii)

                                       3
<PAGE>

accrued and unpaid interest on such Obligations then due and owing (but only to
the extent not prohibited by law).

     The Guarantor further agrees that, as between the Guarantor, on the one
hand, and the Holders, on the other hand, (x) the maturity of the Obligations
guaranteed hereby may be accelerated as provided in the Indenture for the
purposes of the Guarantee herein, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the Obligations
guaranteed hereby and (y) in the event of any such declaration of acceleration
of such Obligations, such Obligations (whether or not due and payable) shall
forthwith become due and payable by the Guarantor for the purposes of this
Guarantee.

     The Guarantor also agrees to pay any and all reasonable costs and expenses
(including reasonable attorneys' fees) incurred by the Trustee or the Holders in
enforcing any rights under this Section.

     SECTION 2.2 Limitation on Liability; Termination, Release and Discharge.
The obligations of the Guarantor hereunder will be limited to the maximum
amount as will, after giving effect to all other contingent and fixed
liabilities of the Guarantor (including, without limitation, any guarantees
under the Revolving Credit Facility) and after giving effect to any collections
from or payments made by or on behalf of any other Subsidiary Guarantor in
respect of the obligations of such other Subsidiary Guarantor under its
Subsidiary Guarantee or pursuant to its contribution obligations under the
Indenture or as set forth below, result in the obligations of the Subsidiary
Guarantor under this Guarantee not constituting a fraudulent conveyance or
fraudulent transfer under federal or state law.

     Each Subsidiary Guarantor will be permitted to consolidate with or merge
into or sell all or part of its assets or properties to the Company or another
Subsidiary Guarantor without limitation and such merger, sale or other transfer
will not be subject to Section 3.7 of the Indenture. Subject to the other
provisions of the Indenture, each Subsidiary Guarantor will be permitted to
consolidate with or merge into or sell all or substantially all of its assets or
properties to any Person other than the Company or another Subsidiary Guarantor
(whether or not affiliated with the Subsidiary Guarantor). Upon the sale or
disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of all
or substantially all of its assets) to a Person (whether or not an Affiliate of
the Subsidiary Guarantor) which is not a Subsidiary

                                       4
<PAGE>

Guarantor of the Company, which sale or disposition is otherwise in compliance
with the Indenture (including Section 3.7 of the Indenture), such Subsidiary
Guarantor shall be deemed released from all its obligations under the Indenture
and its Subsidiary Guarantee and such Subsidiary Guarantee shall terminate;
provided, however, that any such termination shall occur only to the extent that
all obligations of such Subsidiary Guarantor under all of its guarantees of, and
under all of its pledges of assets or other security interests which secure, any
other Indebtedness of the Company shall also terminate upon such release, sale
or transfer.

     SECTION 2.3 Right of Contribution. The Subsidiary Guarantor hereby agrees
that to the extent that any Subsidiary Guarantor shall have paid more than its
proportionate share of any payment made on the obligations under the Subsidiary
Guarantees, such Subsidiary Guarantor shall be entitled to seek and receive
contribution from and against the Company or any other Subsidiary Guarantor
(including the Subsidiary Guarantor) who has not paid its proportionate share of
such payment. Each Subsidiary Guarantor's right of contribution shall be subject
to the terms and conditions of Section 3.6. The provisions of this Section 2.3
shall in no respect limit the obligations and liabilities of the Subsidiary
Guarantor to the Trustee and the Holders and the Subsidiary Guarantor shall
remain liable to the Trustee and the Holders for the full amount guaranteed by
the Subsidiary Guarantor hereunder.

     SECTION 2.4 No Subrogation. Notwithstanding any payment or payments made by
the Subsidiary Guarantor hereunder, the Subsidiary Guarantor shall not be
entitled to be subrogated to any of the rights of the Trustee or any Holder
against the Company or any other Subsidiary Guarantor or any collateral security
or guarantee or right of offset held by the Trustee or any Holder for the
payment of the Obligations, nor shall the Subsidiary Guarantor seek or be
entitled to seek any contribution or reimbursement from the Company or any other
Subsidiary Guarantor in respect of payments made by the Subsidiary Guarantor
hereunder, until all amounts owing to the Trustee and the Holders by the Company
on account of the Obligations are paid in full. If any amount shall be paid to
the Subsidiary Guarantor on account of such subrogation rights at any time when
all of the Obligations shall not have been paid in full, such amount shall be
held by the Subsidiary Guarantor in trust for the Trustee and the Holders,
segregated from other funds of the Subsidiary Guarantor, and shall, forthwith
upon receipt by the Subsidiary Guarantor, be turned over to the Trustee in the
exact form received by the Subsidiary Guarantor (duly

                                       5
<PAGE>

indorsed by the Subsidiary Guarantor to the Trustee, if required), to be applied
against the Obligations.



                                       6
<PAGE>

                                   ARTICLE III

                                  Miscellaneous

     SECTION 3.1 Notices. All notices and other communications pertaining to
this Guarantee or any Security shall be in writing and shall be deemed to have
been duly given upon the receipt thereof. Such notices shall be delivered by
hand, or mailed, certified or registered mail with postage prepaid (a) if to the
Subsidiary Guarantor, at its address set forth below, with a copy to the
Company as provided in the Indenture for notices to the Company, and (b) if to
the Holders or the Trustee, as provided in the Indenture. The Subsidiary
Guarantor by notice to the Trustee may designate additional or different
addresses for subsequent notices to or communications with the Subsidiary
Guarantor.

     SECTION 3.2 Parties. Nothing expressed or mentioned in this Guarantee is
intended or shall be construed to give any Person, firm or corporation, other
than the Holders and the Trustee, any legal or equitable right, remedy or claim
under or in respect of this Guarantee or any provision herein contained.

     SECTION 3.3 Governing Law. This Agreement shall be governed by the laws of
the State of New York.

     SECTION 3.4 Severability Clause. In case any provision in this Guarantee
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 and such provision shall be ineffective only to the extent of
such invalidity, illegality or unenforceability.

     SECTION 3.5 Waivers and Remedies. Neither a failure nor a delay on the part
of the Holders or the Trustee in exercising any right, power or privilege under
this Guarantee shall operate as a waiver thereof, nor shall a single or partial
exercise thereof preclude any other or further exercise of any right, power or
privilege. The rights, remedies and benefits of the Holders and the Trustee
herein expressly specified are cumulative and not exclusive of any other rights,
remedies or benefits which either may have under this Guarantee or at law, in
equity, by statute or otherwise.

                                       7
<PAGE>


     SECTION 3.6 Successors and Assigns. Subject to Section 2.2 hereof, (a) this
Guarantee shall be binding upon and inure to the benefit of the Subsidiary
Guarantor, the Trustee, any other parties hereto, the Holders and their
respective successors and assigns and (b) in the event of any transfer or
assignment of rights by any Holder, the rights and privileges conferred upon
that party in this Guarantee and in the Securities shall automatically extend to
and be vested in such transferee or assignee, all subject to the terms and
conditions of this Guarantee and the Indenture.

     SECTION 3.7 Modification, etc. Subject to the provisions of, and except as
otherwise provided in, Article IX of the Indenture (including without limitation
Sections 9.1 and 9.2 thereof), no modification, amendment or waiver of any
provision of this Guarantee, nor the consent to any departure by the Subsidiary
Guarantor therefrom, shall in any event be effective unless the same shall be in
writing and consented to by the Trustee (with the consent of the Holders of at
least a majority of the Securities if required by Section 9.2 of the Indenture)
and then such waiver or consent shall be effective only in the specific instance
and for the purpose for which it was given. No notice to or demand on the
Subsidiary Guarantor in any case shall entitle such Subsidiary Guarantor or any
other guarantor to any other or further notice or demand in the same, similar or
other circumstances.

     SECTION 3.8 Entire Agreement. This Guarantee is intended by the parties to
be a final expression of their agreement in respect of the subject matter
contained herein and, together with the Indenture, supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.

     SECTION 3.9 Ratification of Indenture; Supplemental Indentures Part of
Indenture. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. This Supplemental Indenture shall form a
part of the Indenture for all purposes, and every holder of Securities
heretofore or hereafter authenticated and delivered shall be bound hereby. The
Trustee makes no representation or warranty as to the validity or sufficiency
of this Supplemental Indenture.

                                       8
<PAGE>

     SECTION 3.10 Counterparts. The parties hereto may sign one or more copies
of this Supplemental Indenture in counterparts, all of which together shall
constitute one and the same agreement.

     SECTION 3.11 Headings. The headings of the Articles and the sections in
this Guarantee are for convenience of reference only and shall not be deemed to
alter or affect the meaning or interpretation of any provisions hereof.

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

                                      [NAME OF SUBSIDIARY GUARANTOR],

                                       By:

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


                                     BIG CITY RADIO, INC.

                                       By:

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


                                     [Add signature block for any other existing
                                      Subsidiary Guarantors]


                                     [TRUSTEE]

                                      By:

                                       9


<PAGE>



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


                                       10