EXHIBIT 10.229


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




                  PAXSON COMMUNICATIONS CORPORATION, as Issuer,

                     the SUBSIDIARY GUARANTORS named herein

                                       and

                        THE BANK OF NEW YORK, as Trustee

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

                                    INDENTURE

                          Dated as of January 12, 2004

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

                             $365,000,000 aggregate
                                principal amount

                   Senior Secured Floating Rate Notes due 2010




================================================================================
<PAGE>


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>

                                                                                                                 Page
                                                                                                                 ----
<S>                                                                                                              <C>
                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.        Definitions..................................................................................1
Section 1.02.        Other Definitions...........................................................................26
Section 1.03.        Incorporation by Reference of Trust Indenture Act...........................................26
Section 1.04.        Rules of Construction.......................................................................27

                                    ARTICLE 2

                                    THE NOTES

Section 2.01.        Form and Dating.............................................................................27
Section 2.02.        Execution and Authentication................................................................28
Section 2.03.        Registrar, Paying Agent and Calculation Agent...............................................29
Section 2.04.        Paying Agent to Hold Money in Trust.........................................................29
Section 2.05.        Holder Lists................................................................................29
Section 2.06.        Transfer and Exchange.......................................................................30
Section 2.07.        Replacement Notes...........................................................................40
Section 2.08.        Outstanding Notes...........................................................................40
Section 2.09.        Temporary Notes.............................................................................40
Section 2.10.        Cancellation................................................................................40
Section 2.11.        Defaulted Interest..........................................................................41
Section 2.12.        Deposit of Moneys...........................................................................41
Section 2.13.        CUSIP Number................................................................................41

                                    ARTICLE 3

                                   REDEMPTION

Section 3.01.        Notices to Trustee..........................................................................41
Section 3.02.        Selection by Trustee of Notes to Be Redeemed................................................41
Section 3.03.        Notice of Redemption........................................................................42
Section 3.04.        Effect of Notice of Redemption..............................................................42
Section 3.05.        Deposit of Redemption Price.................................................................43
Section 3.06.        Notes Redeemed in Part......................................................................43

                                    ARTICLE 4

                                    COVENANTS

Section 4.01.        Payment of Notes............................................................................43
Section 4.02.        Commission Reports..........................................................................43
Section 4.03.        Waiver of Stay, Extension or Usury Laws.....................................................44
Section 4.04.        Compliance Certificate......................................................................44
</TABLE>


                                       -i-
<PAGE>


<TABLE>
<CAPTION>

                                                                                                                 Page
                                                                                                                 ----
<S>                                                                                                              <C>
Section 4.05.        Taxes.......................................................................................45
Section 4.06.        Limitation on Debt..........................................................................45
Section 4.07.        Limitation on Issuance or Sale of Capital Stock of Restricted Subsidiaries..................46
Section 4.08.        Limitation on Restricted Payments...........................................................47
Section 4.09.        Limitation on Liens.........................................................................49
Section 4.10.        Limitation on Asset Sales...................................................................49
Section 4.11.        Limitation on Transactions with Affiliates..................................................51
Section 4.12.        Limitation on Asset Sales of Principal Stations.............................................52
Section 4.13.        Designation of Restricted and Unrestricted Subsidiaries.....................................54
Section 4.14.        Future Subsidiary Guarantors................................................................55
Section 4.15.        Limitation on Restrictions on Distributions from Restricted Subsidiaries....................55
Section 4.16.        Payments for Consent........................................................................56
Section 4.17.        Corporate Existence.........................................................................56
Section 4.18.        Change of Control...........................................................................56
Section 4.19.        Maintenance of Office or Agency.............................................................57
Section 4.20.        Delivery of Station Appraisals..............................................................58
Section 4.21.        Maintenance of Station Value Coverage Ratio.................................................58
Section 4.22.        Designation of Net Available Cash from an Asset Sale as Available Basket
                         Proceeds upon Satisfaction of Station Value Coverage Requirements.......................58
Section 4.23.        Events of Loss..............................................................................59
Section 4.24.        Maintenance of Insurance....................................................................60
Section 4.25.        Certain Matters in Connection with FCC Licenses.............................................60
Section 4.26.        Designated Senior Debt......................................................................60

                                    ARTICLE 5

                              SUCCESSOR CORPORATION

Section 5.01.        Limitation on Consolidation, Merger and Sale of Property....................................61
Section 5.02.        Successor Person Substituted................................................................63

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

Section 6.01.        Events of Default...........................................................................63
Section 6.02.        Acceleration................................................................................65
Section 6.03.        Other Remedies..............................................................................66
Section 6.04.        Waiver of Past Defaults and Events of Default...............................................66
Section 6.05.        Control by Majority.........................................................................66
Section 6.06.        Limitation on Suits.........................................................................67
Section 6.07.        Rights of Holders to Receive Payment........................................................67
Section 6.08.        Collection Suit by Trustee or Collateral Agent..............................................67
Section 6.09.        Trustee and Collateral Agent May File Proofs of Claim.......................................67
Section 6.10.        Priorities..................................................................................68
Section 6.11.        Undertaking for Costs.......................................................................69
</TABLE>


                                      -ii-
<PAGE>


<TABLE>
<CAPTION>

                                                                                                                 Page
                                                                                                                 ----
<S>                                                                                                              <C>
                                    ARTICLE 7

                          TRUSTEE AND COLLATERAL AGENT

Section 7.01.        Duties of Trustee and Collateral Agent......................................................69
Section 7.02.        Rights of Trustee and Collateral Agent......................................................70
Section 7.03.        Individual Rights of Trustee and Collateral Agent...........................................71
Section 7.04.        Trustee's and Collateral Agent's Disclaimer.................................................71
Section 7.05.        Notice of Defaults..........................................................................72
Section 7.06.        Reports by Trustee to Holders...............................................................72
Section 7.07.        Compensation and Indemnity..................................................................72
Section 7.08.        Replacement of Trustee and Collateral Agent.................................................73
Section 7.09.        Successor Trustee or Collateral Agent by Consolidation, Merger or Conversion................74
Section 7.10.        Eligibility; Disqualification...............................................................74
Section 7.11.        Preferential Collection of Claims Against Company...........................................74
Section 7.12.        Paying Agents...............................................................................74

                                    ARTICLE 8

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 8.01.        Without Consent of Holders..................................................................75
Section 8.02.        With Consent of Holders.....................................................................76
Section 8.03.        [Intentionally omitted].....................................................................77
Section 8.04.        Revocation and Effect of Consents...........................................................77
Section 8.05.        Notation on or Exchange of Notes............................................................78
Section 8.06.        Trustee and Collateral Agent to Sign Amendments, etc........................................78

                                    ARTICLE 9

                       DISCHARGE OF INDENTURE; DEFEASANCE

Section 9.01.        Discharge of Indenture......................................................................78
Section 9.02.        Legal Defeasance............................................................................79
Section 9.03.        Covenant Defeasance.........................................................................79
Section 9.04.        Conditions to Defeasance or Covenant Defeasance.............................................80
Section 9.05.        Deposited Money and U.S. Government Obligations to Be Held in Trust;
                         Other Miscellaneous Provisions..........................................................81
Section 9.06.        Reinstatement...............................................................................81
Section 9.07.        Moneys Held by Paying Agent.................................................................82
Section 9.08.        Moneys Held by Trustee......................................................................82

                                   ARTICLE 10

                             GUARANTEE OF SECURITIES

Section 10.01.       Subsidiary Guarantee........................................................................82
Section 10.02.       Execution and Delivery of Guarantees........................................................83
</TABLE>


                                     -iii-
<PAGE>


<TABLE>
<CAPTION>

                                                                                                                 Page
                                                                                                                 ----
<S>                                                                                                              <C>
Section 10.03.       Limitation of Subsidiary Guarantee..........................................................84
Section 10.04.       Additional Subsidiary Guarantors............................................................84
Section 10.05.       Release of Subsidiary Guarantor.............................................................84

                                   ARTICLE 11

                                   COLLATERAL

Section 11.01.       Security Documents; Additional Collateral; Substitute Collateral............................85
Section 11.02.       Recording, Registration and Opinions........................................................85
Section 11.03.       Release of Collateral.......................................................................86
Section 11.04.       Possession and Use of Collateral............................................................86
Section 11.05.       Specified Releases of Collateral............................................................86
Section 11.06.       Unconditional Release of Collateral From Lien of Indenture and Collateral Documents.........88
Section 11.07.       Form and Sufficiency of Release.............................................................89
Section 11.08.       Purchaser Protected.........................................................................89
Section 11.09.       Authorization of Actions to Be Taken by the Collateral Agent Under the Security Documents...89
Section 11.10.       Authorization of Receipt of Funds by the Trustee Under the Collateral Documents.............90
Section 11.11.       Powers Exercisable by Receiver or Collateral Agent..........................................90

                                   ARTICLE 12

                                  MISCELLANEOUS

Section 12.01.       [Intentionally Omitted].....................................................................90
Section 12.02.       Notices.....................................................................................90
Section 12.03.       Communications by Holders with Other Holders................................................91
Section 12.04.       Certificate and Opinion as to Conditions Precedent..........................................91
Section 12.05.       Statements Required in Certificate and Opinion..............................................92
Section 12.06.       When Treasury Notes Disregarded.............................................................92
Section 12.07.       Rules by Trustee, Collateral Agent and Agents...............................................92
Section 12.08.       Business Days; Legal Holidays...............................................................92
Section 12.09.       Governing Law...............................................................................92
Section 12.10.       No Adverse Interpretation of Other Agreements...............................................93
Section 12.11.       No Recourse Against Others..................................................................93
Section 12.12.       Successors..................................................................................93
Section 12.13.       Multiple Counterparts.......................................................................93
Section 12.14.       Table of Contents, Headings, etc............................................................93
Section 12.15.       Separability................................................................................94
</TABLE>


                                      -iv-
<PAGE>

<TABLE>
<CAPTION>

Exhibits
--------
<S>                                                                                                            <C>
Exhibit A         Form of Notes................................................................................A-1
Exhibit B         Form of Certificate of Transfer..............................................................B-1
Exhibit C         Form of Certificate of Exchange..............................................................C-1
Exhibit D         Form of Certificate of Acquiring Institutional
                     Accredited Investors......................................................................D-1
</TABLE>


                                      -v-
<PAGE>


                  INDENTURE, dated as of January 12, 2004, among PAXSON
COMMUNICATIONS CORPORATION, a Delaware corporation, as Issuer (the "Company"),
the SUBSIDIARY GUARANTORS (as defined herein) parties hereto and THE BANK OF NEW
YORK, a New York banking corporation, as Trustee (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
Senior Secured Floating Rate Notes due 2010 (the "Notes"):

                                   ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE


Section 1.01.     Definitions.
                  ------------

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

                  "Acquired Debt" means Debt of a Person (including an
Unrestricted Subsidiary) outstanding on the date on which such Person becomes a
Restricted Subsidiary or assumed in connection with the acquisition of assets
from such Person.

                  "Additional Assets" means:

                  (a) any Property (other than cash, cash equivalents and
         securities) to be owned by the Company or any Restricted Subsidiary and
         used in a Company Business; or

                  (b) Capital Stock of a Person that becomes a Restricted
         Subsidiary as a result of the acquisition of such Capital Stock by the
         Company or another Restricted Subsidiary from any Person other than the
         Company or another Restricted Subsidiary; provided, however, that such
         Restricted Subsidiary is primarily engaged in a Company Business.

                  "Affiliate" of any specified Person means:

                  (a) any other Person directly or indirectly controlling or
         controlled by or under direct or indirect common control with such
         specified Person; or

                  (b) any other Person who is a director or officer of

                           (1) such specified Person,

                           (2) any Subsidiary of such specified Person, or

                           (3) any Person described in clause (a) above.

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
<PAGE>


correlative to the foregoing. For purposes of Section 4.11 only, "Affiliate"
shall also mean any beneficial owner of shares representing 10% or more of the
total voting power of the Voting Stock (on a fully diluted basis) of the Company
or of rights or warrants to purchase such Voting Stock (whether or not currently
exercisable) and any Person who would be an Affiliate of any such beneficial
owner pursuant to the first sentence hereof.

                  "After-Acquired Property" means Property acquired after the
Issue Date which is of a type constituting Collateral under the Security
Agreement.

                  "Agent" means any Registrar, Paying Agent, co-registrar or
agent for service of notices and demands.

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

                  "Asset Sale" means any sale, lease, transfer, issuance or
other disposition (or series of related sales, leases, transfers, issuances or
dispositions) by the Company or any Restricted Subsidiary, including any
disposition by means of a merger, consolidation or similar transaction (each
referred to for the purposes of this definition as a "disposition"), of

                  (a) any shares of Capital Stock of a Restricted Subsidiary
         (other than directors' qualifying shares) or

                  (b) any other assets of the Company or any Restricted
         Subsidiary outside of the ordinary course of business of the Company or
         such Restricted Subsidiary,

other than, in the case of clause (a) or (b) above,

                  (1) any disposition by a Restricted Subsidiary to the Company
         or by the Company or a Restricted Subsidiary to a Wholly Owned
         Restricted Subsidiary,

                  (2) any disposition that constitutes a Permitted Investment or
         Restricted Payment permitted by Section 4.08,

                  (3) any disposition effected in compliance with Section 5.01,
         and

                  (4) any disposition in a single transaction or a series of
         related transactions of assets for aggregate consideration of less than
         $1.0 million.

                  "Attributable Debt" in respect of a Sale and Leaseback
Transaction means, at any date of determination,

                  (a) if such Sale and Leaseback Transaction is a Capital Lease
         Obligation, the amount of Debt represented thereby according to the
         definition of "Capital Lease Obligations" and

                  (b) in all other instances, the present value (discounted at
         the interest rate borne by the Notes at such time, compounded annually)
         of the total obligations of the lessee for rental payments during the
         remaining term of the lease included in such Sale and Leaseback
         Transaction (including any period for which such lease has been
         extended).


                                      -2-
<PAGE>


                  "Available Basket Proceeds" means the aggregate amount of Net
Available Cash designated as Available Basket Proceeds in accordance with
Section 4.22.

                  "Average Life" means, as of any date of determination, with
respect to any Debt or Preferred Stock, the quotient obtained by dividing

                  (a) the sum of the product of the numbers of years (rounded to
         the nearest one-twelfth of one year) from the date of determination to
         the dates of each successive scheduled principal payment of such Debt
         or redemption or similar payment with respect to such Preferred Stock
         multiplied by the amount of such payment by

                  (b) the sum of all such payments.

                  "Board of Directors" means the board of directors of the
Company or a Subsidiary Guarantor, as appropriate, or any committee authorized
to act therefor.

                  "Board Resolution" means a copy of a resolution certified
pursuant to an Officers' Certificate to have been duly adopted by the Board of
Directors of the Company or a Subsidiary Guarantor, as appropriate, and to be in
full force and effect, and delivered to the Trustee.

                  "Calculation Agent" has the meaning given such term in
paragraph 1(a) of the Notes.

                  "Capital Lease Obligations" means any obligation under a lease
that is required to be capitalized for financial reporting purposes in
accordance with GAAP; and the amount of Debt represented by such obligation
shall be the capitalized amount of such obligations 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 prior to the first date upon
which such lease may be terminated by the lessee without payment of a penalty.
For purposes of Section 4.09, a Capital Lease Obligation shall be deemed secured
by a Lien on the Property being leased.

                  "Capital Stock" means, with respect to any Person, any shares
or other equivalents (however designated) of any class of corporate stock or
partnership interests or any other participations, rights, warrants, options or
other interests in the nature of an equity interest in such Person, including
Preferred Stock, but excluding any debt security convertible or exchangeable
into such equity interest.

                  "Capital Stock Sale Proceeds" means the aggregate cash
proceeds received by the Company from the issuance or sale (other than to a
Subsidiary of the Company) by the Company of its Capital Stock (other than
Disqualified Capital Stock) after the Issue Date, 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 thereof.

                  "Change of Control" means the occurrence of any of the
following events:

                  (a) any "person" or "group" (as such terms are used in
         Sections 13(d) and 14(d) of the Exchange Act or any successor
         provisions to either of the foregoing), including any group acting for
         the purpose of acquiring, holding, voting or disposing of securities
         within the meaning of Rule 13d-5(b)(1) under the Exchange Act, other
         than any one or more of the Permitted Holders, becomes the "beneficial
         owner" (as defined in Rule 13d-3 under the Exchange Act, except that a
         person will be deemed to have "beneficial ownership" of all shares that
         any such


                                      -3-
<PAGE>


         person has the right to acquire, whether such right is exercisable
         immediately or only after the passage of time), directly or indirectly,
         of 33 1/3% or more of the total voting power of the Voting Stock of the
         Company; provided, however, that the Permitted Holders are the
         "beneficial owners" (as defined in Rule 13d-3 under the Exchange Act,
         except that a person will 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 of a lesser percentage of the
         total voting power of the Voting Stock of the Company than such other
         person or group (for purposes of this clause (a), such person or group
         shall be deemed to beneficially own any Voting Stock of a corporation
         held by any other corporation (the "parent corporation") so long as
         such person or group beneficially owns, directly or indirectly, in the
         aggregate a majority of the total voting power of the Voting Stock of
         such parent corporation); or

                  (b) the Company merges, consolidates or amalgamates with or
         into any other Person or any other Person merges, consolidates or
         amalgamates with or into the Company, in any such event pursuant to a
         transaction in which the outstanding Voting Stock of the Company is
         reclassified into or exchanged for cash, securities or other Property,
         other than any such transaction where

                           (1) the outstanding Voting Stock of the Company is
                  reclassified into or exchanged for other Voting Stock of the
                  Company or for Voting Stock of the surviving corporation and

                           (2) the holders of the Voting Stock of the Company
                  immediately prior to such transaction own, directly or
                  indirectly, not less than a majority of the Voting Stock of
                  the Company or the surviving corporation immediately after
                  such transaction and in substantially the same proportion as
                  before the transaction; or

                  (c) during any period of two consecutive years, individuals
         who at the beginning of such period constituted the Board of Directors
         (together with any new directors whose election or appointment by such
         Board or whose nomination for election by the stockholders of the
         Company was approved by a vote of not less than a majority of the
         directors 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) cease for any reason to constitute a
         majority of the Board of Directors then in office; or

                  (d) the stockholders of the Company shall have approved any
         plan of liquidation or dissolution of the Company.

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

                  "Collateral" has the meaning given such term in the Security
Agreement.

                  "Collateral Agent" has the meaning given such term in the
Security Agreement.

                  "Commission" means the United States Securities and Exchange
Commission as constituted from time to time or any successor performing
substantially the same functions.


                                      -4-
<PAGE>


                  "Company" means the party named as such in the first paragraph
of this Indenture until a successor replaces such party pursuant to Article 5 of
this Indenture and thereafter means the successor and any other obligor on the
Notes.

                  "Company Business" means any business in which the Company or
any Restricted Subsidiary was engaged on the Issue Date, or any business related
or ancillary to any business or industry in which the Company or any Restricted
Subsidiary was engaged on the Issue Date.

                  "Company Request" means any written request signed in the name
of the Company by the Chief Executive Officer, the President, any Vice
President, the Chief Financial Officer or the Treasurer and attested to by the
Secretary or any Assistant Secretary of the Company.

                  "Consolidated EBITDA" means, for any Person, for any period,
an amount equal to:

                  (a) the sum of Consolidated Net Income for such period, plus,
         to the extent deducted in determining Consolidated Net Income,

                           (i) the provision for taxes for such period based on
                  income or profits and any provision for taxes utilized in
                  computing a loss in Consolidated Net Income above, plus

                          (ii) Consolidated Interest Expense, net of interest
                  income earned on cash or cash equivalents for such period,
                  plus
                         (iii) depreciation for such period on a consolidated
                  basis, plus

                          (iv) amortization of intangibles (excluding the
                  amortization of Film Contracts), plus

                           (v) any other non-cash items (other than any such
                  non-cash item to the extent that it represents an accrual of
                  or reserve for cash expenditures in any future period); minus

                  (b) all non-cash items increasing Consolidated Net Income for
         such period (other than any such non-cash item to the extent that it
         will result in the receipt of cash payments in any future period);

provided, however, that, for purposes of calculating Consolidated EBITDA during
any fiscal quarter, cash income from a particular Investment of such Person
shall be included only if cash income has been received by such Person as a
result of the operation of the business in which such Investment has been made
in the ordinary course without giving effect to any extraordinary unusual and
non-recurring gains.

                  "Consolidated Interest Expense" means, with respect to any
Person, for any period, the aggregate amount of interest which, in conformity
with GAAP, would be set forth opposite the caption "interest expense" or any
like caption on an income statement for such Person and its Restricted
Subsidiaries on a consolidated basis, including, but not limited to:

                  (a) interest expense attributable or imputed to leases
         constituting part of a Sale and Leaseback Transaction and to Capital
         Lease Obligations;


                                      -5-
<PAGE>


                  (b) all commissions, discounts and other fees and charges owed
         with respect to letters of credit and bankers' acceptance financing;

                  (c) the net costs associated with Hedging Obligations;

                  (d) amortization of financing fees and expenses;

                  (e) the interest portion of any deferred payment obligation;

                  (f) amortization of discount or premium, if any, and all other
         non-cash interest expense (other than interest amortized to cost of
         sales); and

                  (g) without duplication,

                           (1) all net capitalized interest for such period and
                  all interest incurred or paid under any Guarantee of Debt
                  (including a Guarantee of principal, interest or any
                  combination thereof) of any Person, and

                           (2) all time brokerage fees relating to financing of
                  radio or television stations which such Person has an
                  agreement or option to acquire.

Notwithstanding the foregoing, the accrual or payment of dividends on the
Existing Preferred Stock, as in effect on the Issue Date, and Preferred Stock
which is issued after the Issue Date and which is not Disqualified Capital
Stock, shall be excluded from Consolidated Interest Expense.

                  "Consolidated Net Income" means, with respect to any Person,
for any period, the aggregate of the net income (or loss) of such Person and its
Restricted Subsidiaries for such period, on a consolidated basis, determined in
accordance with GAAP; provided, however, that:

                  (a) the net income of any Person (the "other Person") in which
         the Person in question or any of its Restricted Subsidiaries has less
         than a 100% interest (which interest does not cause the net income of
         such other Person to be consolidated into the net income of the Person
         in question in accordance with GAAP) shall be included only to the
         extent of the amount of dividends or distributions paid to the Person
         in question or to the Subsidiary;

                  (b) the net income of any Restricted Subsidiary of the Person
         in question that is subject to any restriction or limitation on the
         payment of dividends or the making of other distributions shall be
         excluded to the extent of such restriction or limitation;

                  (c) (i) the net income of any Person acquired in a pooling of
         interests transaction for any period prior to the date of such
         acquisition and (ii) any net gain (but not loss) resulting from an
         Asset Sale by the Person in question or any of its Subsidiaries other
         than in the ordinary course of business shall be excluded;

                  (d) extraordinary, unusual and non-recurring gains and losses
         shall be excluded;

                  (e) losses associated with discontinued and terminated
         operations in an amount not to exceed $1.0 million per annum shall be
         excluded;


                                      -6-
<PAGE>


                  (f) all non-cash items (including, without limitation,
         cumulative effects of changes in GAAP and equity entitlements granted
         to employees of such Person and its Restricted Subsidiaries) increasing
         and decreasing Consolidated Net Income shall be excluded (other than
         any such non-cash items which are not excluded from the calculation of
         Consolidated EBITDA by clause (a)(v) or (b) of the definition thereof);
         and

                  (g) the amount of dividends accrued or paid on the Existing
         Preferred Stock, as in effect on the Issue Date, and Preferred Stock
         which is issued after the Issue Date and which is not Disqualified
         Capital Stock and which reduced the net income of such Person in
         accordance with GAAP shall be added back to Consolidated Net Income.

                  "Corporate Trust Office" means the office of the Trustee at
which at any particular time its corporate trust business shall be principally
administered, which office at the date of execution of this Indenture is located
at 101 Barclay Street, 8 West, New York, NY 10286, attention: Corporate Trust
Administration, or such other address as the Trustee may designate from time to
time by notice to the Holders and the Company, or the principal corporate trust
office of any successor Trustee (or such other address as such successor Trustee
may designate from time to time by notice to the Holders and the Company).

                  "Cumulative Consolidated EBITDA" means, with respect to any
Person, as of any date of determination, Consolidated EBITDA from the Issue Date
to the end of such Person's most recently ended full fiscal quarter prior to
such date, taken as a single accounting period.

                  "Cumulative Consolidated Interest Expense" means, with respect
to any Person, as of any date of determination, Consolidated Interest Expense,
from the Issue Date to the end of such Person's most recently ended full fiscal
quarter prior to such date, taken as a single accounting period.

                  "Currency Exchange Protection Agreement" means, in respect of
a Person, any foreign exchange contract, currency swap agreement, currency
option or other similar agreement or arrangement designed to protect such Person
against fluctuations in currency exchange rates.

                  "Debt" means, with respect to any Person on any date of
determination (without duplication):

                  (a) the principal of and premium (if any) in respect of

                           (1) debt of such Person for money borrowed and

                           (2) debt evidenced by notes, debentures, bonds or
                  other similar instruments for the payment of which such Person
                  is liable;

                  (b) all Capital Lease Obligations of such Person and all
         Attributable Debt in respect of Sale and Leaseback Transactions entered
         into by such Person;

                  (c) all obligations of such Person representing the deferred
         and unpaid purchase price of Property, all conditional sale obligations
         of such Person and all obligations of such Person under any title
         retention agreement (but excluding trade accounts payable and other
         accrued liabilities arising in the ordinary course of business,
         including any obligations in respect of Film Contracts);


                                      -7-
<PAGE>


                  (d) all obligations of such Person for the reimbursement of
         any obligor on any letter of credit, banker's acceptance or similar
         credit transaction (other than obligations with respect to letters of
         credit securing obligations (other than obligations described in (a)
         through (c) above) 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 no later
         than the third Business Day following receipt by such Person of a
         demand for reimbursement following payment on the letter of credit);

                  (e) the amount of all obligations of such Person with respect
         to the Repayment of any Disqualified Capital Stock or, with respect to
         any Subsidiary of such Person, any Preferred Stock (but excluding, in
         each case, any accrued dividends);

                  (f) all obligations of the type referred to in clauses (a)
         through (e) of other Persons and all dividends of other Persons for the
         payment of which, in either case, such Person is liable, directly or
         indirectly, as obligor, guarantor or otherwise, including by means of
         any Guarantee;

                  (g) all obligations of the type referred to in clauses (a)
         through (f) of other Persons secured by any Lien on any Property of
         such Person (whether or not such obligation is assumed by such Person),
         the amount of such obligation being deemed to be the lesser of the
         value of such Property and the amount of the obligation so secured; and

                  (h) to the extent not otherwise included in this definition,
         Hedging Obligations of such Person.

The amount of Debt of any Person at any date shall be the outstanding principal
balance, or the accreted value of such Debt in the case of Debt issued with
original issue discount, 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. Debt
shall not include contingent obligations arising out of customary
indemnification agreements with respect to the sale of assets or securities. The
amount of Debt represented by a Hedging Obligation shall be equal to:

                  (1) zero if such Hedging Obligation has been incurred pursuant
         to clause (d) or (e) of the definition of "Permitted Debt"; or

                  (2) the notional amount of such Hedging Obligation if not
         incurred pursuant to such clauses.

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

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

                  "Depository" means, with respect to the Notes issued in the
form of one or more Global Notes, The Depository Trust Company or another Person
designated as Depository by the Company, which Person must be a clearing agency
registered under the Exchange Act.


                                      -8-
<PAGE>


                  "Disqualified Capital Stock" means, with respect to any
Person, any Capital Stock that by its terms (or by the terms of any security
into which it is convertible or for which it is exchangeable, in either case at
the option of the holder thereof) or otherwise

                  (a) matures or is mandatorily redeemable pursuant to a sinking
         fund obligation or otherwise,

                  (b) is or may become redeemable or repurchaseable at the
         option of the holder thereof, in whole or in part, or

                  (c) is convertible or exchangeable at the option of the holder
         thereof for Debt or Disqualified Capital Stock,

on or prior to, in the case of clause (a), (b) or (c), the 91st day after the
Stated Maturity of the Notes.

                  "Domestic Restricted Subsidiary" means any Restricted
Subsidiary other than (a) a Foreign Restricted Subsidiary or (b) a Subsidiary of
a Foreign Restricted Subsidiary.

                  "Event of Loss" means, with respect to any Property, any (i)
loss, destruction or damage of or to such Property or (ii) condemnation, seizure
or taking, by exercise of the power of eminent domain or otherwise, of such
Property, or confiscation or requisition of the use of such Property.

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

                  "Excluded Asset Sales" means (1) the sale of the Company's
stations in each of Honolulu, Hawaii (one full power station), Shreveport,
Louisiana (one full power station), New York (East Orange, New Jersey & Long
Island, New York) (two low power stations), Houston, Texas (one low power
station), West Palm Beach, Florida (one low power station), Boston-Cape Cod,
Massachusetts (Dennis, Massachusetts and Boston, Massachusetts) (two low power
stations) and Indianapolis, Indiana (one low power station), (2) the sale of the
broadcast towers, transmitters and antennas and related property on which they
are situated which are owned by the Company or any of its Subsidiaries, and (3)
any disposition of accounts receivable in connection with a Receivables
Facility.

                  "Existing Discount Notes Value" means, at any time, the
accreted value at such time of the Company's $496.3 million aggregate principal
amount at maturity of 12 1/4% senior subordinated discount notes due 2009
outstanding on the Issue Date, assuming all such notes remained outstanding to
such date and accreted in accordance with their terms on the Issue Date.

                  "Existing Preferred Stock" means:

                  (a) the 13 1/4% Cumulative Junior Exchangeable Preferred
         Stock, $.001 par value (currently accruing dividends at the rate of 14
         1/4% pursuant to the terms thereof), of which 40,355 shares are
         outstanding as of the Issue Date with a stated value of $10,000 per
         share, and any additional shares issued as payment of dividends on such
         shares;

                  (b) the 8% Convertible Exchangeable Preferred Stock, $.001 par
         value, of which 41,500 shares are outstanding as of the Issue Date with
         a stated value of $10,000 per share; and


                                      -9-
<PAGE>


                  (c) the 9 3/4% Series A Convertible Preferred Stock, $.001 par
         value, of which 12,506 shares are outstanding as of the Issue Date with
         a stated value of $10,000 per share, and any additional shares issued
         as payment of dividends on such shares;

in each case as they may be modified or amended from time to time.

                  "Fair Market Value" means, with respect to any Property, the
sale price for such Property that could be negotiated in an arm's-length
transaction for cash, between a willing seller and a willing buyer, neither of
whom is under undue pressure or compulsion to complete the transaction.

                  "FCC" means the Federal Communications Commission and any
successor governmental agency performing functions similar to those performed by
the Federal Communications Commission on the Issue Date.

                  "FCC Licenses" means broadcasting and other licenses,
authorizations, waivers and permits which are issued from time to time by the
FCC.

                  "Film Contract" means any contract with suppliers that conveys
the right to broadcast specified film, videotape, motion pictures, syndicated
television programs or sports or other programming.

                  "Foreign Restricted Subsidiary" means any Restricted
Subsidiary which is not organized under the laws of the United States of America
or any State thereof or the District of Columbia.

                  "GAAP" means United States generally accepted accounting
principles as in effect from time to time, including those set forth in:

                  (a) the opinions and pronouncements of the Accounting
         Principles Board of the American Institute of Certified Public
         Accountants;

                  (b) the statements and pronouncements of the Financial
         Accounting Standards Board; and

                  (c) the rules and regulations of the Commission governing the
         inclusion of financial statements (including pro forma financial
         statements) in periodic reports required to be filed pursuant to
         Section 13 of the Exchange Act, including opinions and pronouncements
         in staff accounting bulletins and similar written statements from the
         accounting staff of the Commission.

                  "Global Note Legend" means the legend set forth in Section
2.06(g)(ii), which is required to be placed on all Global Notes issued under
this Indenture.

                  "Global Notes" means, individually and collectively, each of
the Restricted Global Notes and the Unrestricted Global Notes, substantially in
the form of Exhibit A hereto, issued in accordance with Section 2.01,
2.06(b)(vi) or 2.06(d)(iii) hereof.

                  "Guarantee" means any obligation, contingent or otherwise, of
any Person directly or indirectly guaranteeing any Debt of any other Person and
any obligation, direct or indirect, contingent or otherwise, of such Person:


                                      -10-
<PAGE>


                  (a) to purchase or pay (or advance or supply funds for the
         purchase or payment of) such Debt of such other Person (whether arising
         by virtue of partnership arrangements, or by agreements to keep-well,
         to purchase assets, goods, securities or services, to take-or-pay or to
         maintain financial statement conditions or otherwise); or

                  (b) entered into for the purpose of assuring in any other
         manner the obligee against loss in respect thereof (in whole or in
         part);

provided, however, that the term "Guarantee" shall not include:

                  (1) endorsements for collection or deposit in the ordinary
         course of business; or

                  (2) a contractual commitment to invest in another Person for
         so long as such Investment is reasonably expected to constitute a
         Permitted Investment under clause (b) of the definition of "Permitted
         Investment."

                  The term "Guarantee" used as a verb has a corresponding
meaning.

                  "Guaranteed Amount of Notes" means, at any time, an aggregate
principal amount of outstanding Notes equal to the lesser of (i) $312.3 million
(or such greater principal amount of Notes as the Subsidiary Guarantors are then
permitted to guarantee under the terms of the Existing Preferred Stock and any
Debt issued in exchange for such Existing Preferred Stock in accordance with the
terms thereof as in effect on the Issue Date) less any principal amount of Notes
repaid pursuant to Section 6.10(b)(3) following the Issue Date, and (ii) the
entire aggregate principal amount of Notes then outstanding.

                  "Hedging Obligation" of any Person means any obligation of
such Person pursuant to any Interest Rate Agreement, Currency Exchange
Protection Agreement or any other similar agreement or arrangement.

                  "Holder" means the Person in whose name a Note is registered
on the Registrar's books.

                  "incur" means, with respect to any Debt or other obligation of
any Person, to create, issue, incur (by merger, conversion, exchange or
otherwise), extend, assume, Guarantee or become liable in respect of such Debt
or other obligation or the recording, as required pursuant to GAAP or otherwise,
of any such Debt or obligation on the balance sheet of such Person (and
"incurrence" and "incurred" shall have meanings correlative to the foregoing);
provided, however, that a change in GAAP that results in an obligation of such
Person that exists at such time, and is not theretofore classified as Debt,
becoming Debt shall not be deemed an incurrence of such Debt; and provided
further, however, that any Debt or other obligations of a Person existing at the
time such Person becomes a Subsidiary (whether by merger, consolidation,
acquisition or otherwise) shall be deemed to be incurred by such Subsidiary at
the time it becomes a Subsidiary.

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

                  "Independent Appraiser" means any Person that (i) is
nationally recognized as an appraiser of assets in the broadcast industry and
(ii) does not have any material financial interest in the Company and is not
connected with the Company or any of its Affiliates as an officer, director,
employee, promoter, underwriter, partner or person performing similar functions.


                                      -11-
<PAGE>


                  "Independent Financial Advisor" means an investment banking
firm of national standing, provided that such firm is not an Affiliate of the
Company.

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

                  "Institutional Accredited Investor" means an institution that
is an "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under
the Securities Act and that is not also a QIB.

                  "Interest Payment Date" means the stated maturity of an
installment of interest on the Notes.

                  "Interest Rate Agreement" means, for any Person, any interest
rate swap agreement, interest rate cap agreement, interest rate collar agreement
or other similar agreement designed to protect against fluctuations in interest
rates.

                  "Investment" by any Person means any direct or indirect loan
(other than advances to customers in the ordinary course of business that are
recorded as accounts receivable on the balance sheet of such Person), advance or
other extension of credit or capital contribution (by means of transfers of cash
or other Property to others or payments for Property or services for the account
or use of others, or otherwise) to, or incurrence of a Guarantee of any
obligation of, or purchase or acquisition of Capital Stock, bonds, notes,
debentures or other securities or evidence of Debt issued by, any other Person.
For purposes of Sections 4.08 and 4.13 and the definition of "Restricted
Payment," "Investment" shall include the portion (proportionate to the Company's
equity interest in such Subsidiary) of the Fair Market Value of the net assets
of any Subsidiary of the Company at the time that such Subsidiary is designated
an Unrestricted Subsidiary; provided, however, that upon a redesignation of such
Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue
to have a permanent "Investment" in an Unrestricted Subsidiary of an amount (if
positive) equal to

                  (a) the Company's "Investment" in such Subsidiary at the time
         of such redesignation, less

                  (b) the portion (proportionate to the Company's equity
         interest in such Subsidiary) of the Fair Market Value of the net assets
         of such Subsidiary at the time of such redesignation.

                  In determining the amount of any Investment made by transfer
of any Property other than cash, such Property shall be valued at its Fair
Market Value at the time of such Investment.

                  "Issue Date" means January 12, 2004.

                  "License Subsidiary" means any wholly owned Domestic
Restricted Subsidiary of the Company that holds any FCC License and that does
not have any material liabilities other than with respect to Debt existing on
the Issue Date or issuable in exchange for Existing Preferred Stock in
accordance with the terms thereof as in effect on the Issue Date, Debt owed to
the Company, Debt in respect of a Subsidiary Guarantee, Refinancing Debt, Debt
in respect of Subordinated Obligations issued in a Permitted Preferred Stock
Refinancing and Debt in the form of unsecured guarantees of Debt incurred
pursuant to clause (1) of Section 4.06(a) or clause (i) of the definition of
"Permitted Debt".

                  "Lien" means, with respect to any Property of any Person, any
mortgage or deed of trust, pledge, hypothecation, assignment, deposit
arrangement, security interest, lien, charge, easement (other


                                      -12-
<PAGE>


than any easement not materially impairing usefulness or marketability),
encumbrance, preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever on or with respect to such Property
(including any Capital Lease Obligation, conditional sale or other title
retention agreement having substantially the same economic effect as any of the
foregoing or any Sale and Leaseback Transaction).

                  "Maturity Date" means January 15, 2010.

                  "Moody's" means Moody's Investors Service, Inc. or any
successor to the rating agency business thereof.

                  "Net Available Cash" from any Asset Sale means cash payments
received therefrom (including any cash 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 Debt or other obligations
relating to the Property that is the subject of such Asset Sale or received in
any other non-cash form), in each case net of:

                  (a) all legal, title and recording tax expenses, commissions
         and other fees and expenses incurred, and all Federal, state,
         provincial, foreign and local taxes required to be accrued as a
         liability under GAAP, as a consequence of such Asset Sale;

                  (b) all payments made on or in respect of any Debt that is
         secured by a Permitted Lien on the Property disposed of ranking prior
         to the Lien securing the Notes or that must, in accordance with
         applicable law, be repaid out of the proceeds from such Asset Sale;

                  (c) all distributions and other payments required to be made
         to minority interest holders in Subsidiaries or joint ventures as a
         result of such Asset Sale; and

                  (d) the deduction of appropriate amounts provided by the
         seller as a reserve, in accordance with GAAP, against any liabilities
         associated with the Property disposed of in such Asset Sale and
         retained by the Company or any Restricted Subsidiary after such Asset
         Sale.

                  "Net Loss Proceeds" means the aggregate cash proceeds received
by the Company or any of its Restricted Subsidiaries in respect of any Event of
Loss, including, without limitation, insurance proceeds from condemnation awards
or damages awarded by any judgment, net of the direct costs of recovery of such
Net Loss Proceeds (including, without limitation, legal, accounting, appraisal
and insurance adjuster fees and any relocation expenses incurred as a result
thereof), amounts required to be applied to the repayment of Debt secured by a
Permitted Lien on the Property subject to such Event of Loss ranking prior to
the Lien securing the Notes (provided, that in case of any Event of Loss
involving Collateral, such Lien constitutes a Permitted Lien that is permitted
to be prior to the Liens granted to the Trustee pursuant to the Security
Documents on the Property that was the subject of such Event of Loss), and any
taxes attributable to such Event of Loss paid or payable as a result thereof.

                  "Non-Guaranteed Amount of Notes" means, at any time, a
principal amount of Notes equal to the excess of (i) the aggregate principal
amount of Notes outstanding at such time over (ii) the Guaranteed Amount of
Notes at such time.

                  "Non-U.S. Person" means a Person who is not a U.S. Person as
defined in Regulation S.


                                      -13-
<PAGE>


                  "Notes" has the meaning given such term in the second
introductory paragraph hereto.

                  "Obligations" means, with respect to any Debt, any principal,
premium, if any, interest (including interest accruing on or after the filing of
any petition in bankruptcy or for reorganization, at the rate specified in the
applicable documents governing such Debt, whether or not a claim for post-filing
interest is allowed in such proceeding), penalties, fees, indemnification,
guarantees, reimbursements, damages and other liabilities payable under the
documentation governing any Debt.

                  "Offering Memorandum" means the Offering Memorandum, dated
January 5, 2004, of the Company relating to the offering of the Notes.

                  "Officer" means the Chief Executive Officer, the President,
the Chief Financial Officer or any Vice President of the Company or a Subsidiary
Guarantor.

                  "Officers' Certificate" means with respect to any Person, a
certificate signed by two Officers, at least one of whom shall be the principal
executive officer or principal financial officer of such Person, and delivered
to the Trustee.

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

                  "Owned Television Stations" means any television stations
owned by the Company and the Subsidiary Guarantors.

                  "Participant" means, with respect to the Depository, a Person
who has an account with the Depository.

                  "Permitted Debt" means each of the following:

                  (a) Debt of the Company evidenced by the Notes and of the
         Subsidiary Guarantors evidenced by Subsidiary Guarantees;

                  (b) Debt in respect of Capital Lease Obligations and Purchase
         Money Debt, provided that:

                           (1) the aggregate principal amount of such Debt does
                  not exceed the Fair Market Value (on the date of the
                  incurrence thereof) of the Property acquired, constructed or
                  leased; and
                           (2) the aggregate principal amount of all Debt
                  incurred and then outstanding pursuant to this clause (b)
                  (together with all Refinancing Debt incurred and then
                  outstanding in respect of Debt previously incurred pursuant to
                  this clause (b)) does not exceed 5% of the Company's
                  consolidated total assets at the date of incurrence of
                  Permitted Debt pursuant to this clause (b);

                  (c) Debt of the Company owing to and held by any Wholly Owned
         Restricted Subsidiary and Debt of a Restricted Subsidiary owing to and
         held by the Company or any Wholly Owned Restricted Subsidiary; provided
         that (x) any Debt owed by the Company or any Subsidiary Guarantor to
         any Restricted Subsidiary that is not a Subsidiary Guarantor shall be
         subordinated to prior payment in full of the Notes and (y) any
         subsequent issue or transfer of


                                      -14-
<PAGE>


         Capital Stock or other event that results in any such Wholly Owned
         Restricted Subsidiary ceasing to be a Wholly Owned Restricted
         Subsidiary or any subsequent transfer of any such Debt (except to the
         Company or a Wholly Owned Restricted Subsidiary) shall be deemed, in
         each case, to constitute the incurrence of such Debt by the issuer
         thereof;

                  (d) Debt under Interest Rate Agreements entered into by the
         Company or a Restricted Subsidiary for the purpose of limiting interest
         rate risk in the ordinary course of the financial management of the
         Company or such Restricted Subsidiary and not for speculative purposes;
         provided that the obligations under such agreements are directly
         related to payment obligations on Debt otherwise permitted by the terms
         of this Indenture;

                  (e) Debt under Currency Exchange Protection Agreements entered
         into by the Company or a Restricted Subsidiary for the purpose of
         limiting currency exchange rate risks directly related to transactions
         entered into by the Company or such Restricted Subsidiary in the
         ordinary course of business and not for speculative purposes;

                  (f) Debt in connection with one or more standby letters of
         credit or performance bonds issued by the Company or a Restricted
         Subsidiary in the ordinary course of business or pursuant to
         self-insurance obligations and not in connection with the borrowing of
         money or the obtaining of advances or credit;

                  (g) Attributable Debt with respect to Sale and Leaseback
         Transactions; provided that the aggregate principal amount outstanding
         at any one time (together with all Refinancing Debt incurred and then
         outstanding in respect of Debt previously incurred pursuant to this
         clause (g)) does not exceed $40.0 million;

                  (h) Debt outstanding on the Issue Date not otherwise described
         in clauses (a) through (g) above;

                  (i) Debt in an aggregate principal amount outstanding at any
         one time not to exceed $25.0 million;

                  (j) Refinancing Debt incurred in respect of Debt incurred
         pursuant to clause (1) of Section 4.06(a) or clause (a), (b), (g), (h)
         or (k) of this definition; provided that Refinancing Debt cannot be
         used to refinance the Existing Preferred Stock pursuant to this clause
         (j);

                  (k) Subordinated Obligations issued in a Permitted Preferred
         Stock Refinancing; and

                  (l) Debt of the Company or any Restricted Subsidiary under any
         Receivables Facility not to exceed $35.0 million at any one time
         outstanding.

                  "Permitted Holders" means:

                  (a) collectively Lowell W. Paxson, his spouse, children or
         other lineal descendants (whether adoptive or biological), and any
         revocable or irrevocable inter vivos or testamentary trust or the
         probate estate of any such individual, so long as one or more of the
         foregoing individuals is the principal beneficiary of such trust or
         probate estate; and

                  (b) National Broadcasting Company, Inc. and its Affiliates.


                                      -15-
<PAGE>


                  "Permitted Investment" means any Investment by the Company or
a Restricted Subsidiary in existence on the Issue Date, and any Investment after
the Issue Date in:

                  (a) the Company or any Restricted Subsidiary or any Person
         that will, upon the making of such Investment, become a Restricted
         Subsidiary; provided that the primary business of such Restricted
         Subsidiary is a Company Business;

                  (b) any Person if as a result of such Investment such Person
         is merged or consolidated with or into, or transfers or conveys all or
         substantially all its Property to, the Company or a Restricted
         Subsidiary; provided that such Person's primary business is a Company
         Business;

                  (c) Temporary Cash Investments;

                  (d) receivables owing to the Company or a Restricted
         Subsidiary, if 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 concessionary
         trade terms as the Company or such Restricted Subsidiary deems
         reasonable under the circumstances;

                  (e) 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;

                  (f) loans and advances to employees made in the ordinary
         course of business consistent with past practices of the Company or
         such Restricted Subsidiary, as the case may be, provided that such
         loans and advances do not exceed $1.0 million to any one employee and
         $5.0 million in the aggregate at any one time outstanding;

                  (g) stock, obligations or other securities received in
         settlement of debts created in the ordinary course of business and
         owing to the Company or a Restricted Subsidiary or in satisfaction of
         judgments;

                  (h) any Person to the extent such Investment represents the
         non-cash portion of the consideration received in connection with an
         Asset Sale consummated in compliance with Section 4.10 and Section
         4.12, as applicable;

                  (i) Investments in connection with time brokerage and other
         similar agreements with independently owned broadcast properties, not
         to exceed an aggregate of $25.0 million outstanding at any one time;

                  (j) Investments primarily for the purpose of acquiring
         programming, not to exceed an aggregate of $25.0 million outstanding at
         any one time;

                  (k) any transaction where the consideration provided by the
         Company or any Restricted Subsidiary in connection with such Investment
         consists solely or principally of broadcast air time, not to exceed an
         aggregate of $5.0 million in any one year;

                  (l) other Investments that do not exceed $40.0 million
         outstanding at any one time in the aggregate; provided, however, that
         such Investments are related to a Company Business; and


                                      -16-
<PAGE>


                  (m) Investments relating to any special purpose wholly-owned
         Subsidiary of the Company organized in connection with a Receivables
         Facility that, in the good faith determination of the Board of
         Directors of the Company, are necessary or advisable to effect such
         Receivables Facility.

                  For purposes of determining the amount of an Investment under
clauses (i) through (l), the amount of the Investment shall be the Fair Market
Value thereof as measured at the time made and without giving effect to
subsequent changes in value.

                  "Permitted Liens" means:

                  (a) Liens to secure all Obligations in respect of Capital
         Lease Obligations and Purchase Money Debt permitted to be incurred
         under clause (1) of Section 4.06(a) or described in clause (b) of the
         definition of "Permitted Debt"; provided that any such Lien may not
         extend to any Property of the Company or any Restricted Subsidiary
         other than the Property acquired, constructed or leased with the
         proceeds of such Debt and any improvements or accessions to such
         Property;

                  (b) Liens for taxes, assessments or governmental charges or
         levies on the Property of the Company or any Restricted Subsidiary if
         the same shall not at the time be delinquent or thereafter can be paid
         without penalty, or are being contested in good faith and by
         appropriate proceedings promptly instituted and diligently concluded;
         provided that any reserve or other appropriate provision that shall be
         required in conformity with GAAP shall have been made therefor;

                  (c) Liens imposed by law, such as landlords', carriers',
         warehousemen's and mechanics' Liens and other similar Liens, on the
         Property of the Company or any Restricted Subsidiary arising in the
         ordinary course of business and securing payment of obligations that
         are not more than 60 days past due or are being contested in good faith
         and by appropriate proceedings;

                  (d) Liens on the Property of the Company or any Restricted
         Subsidiary incurred in the ordinary course of business to secure
         performance of obligations with respect to statutory or regulatory
         requirements, performance or return-of-money bonds, surety bonds or
         other obligations of a like nature and incurred in a manner consistent
         with industry practice, in each case which are not incurred in
         connection with the borrowing of money, the obtaining of advances or
         credit or the payment of the deferred purchase price of Property and
         which do not in the aggregate impair in any material respect the use of
         Property in the operation of the business of the Company and the
         Restricted Subsidiaries taken as a whole;

                  (e) Liens on Property at the time the Company or any
         Restricted Subsidiary acquired such Property, including any acquisition
         by means of a merger or consolidation with or into the Company or any
         Restricted Subsidiary; provided, however, that any such Lien may not
         extend to any other Property of the Company or any Restricted
         Subsidiary; provided further, however, that such Liens shall not have
         been incurred in anticipation of or in connection with the transaction
         or series of transactions pursuant to which such Property was acquired
         by the Company or any Restricted Subsidiary;

                  (f) Liens on the Property of a Person at the time such Person
         becomes a Restricted Subsidiary; provided that any such Lien may not
         extend to any other Property of the Company or


                                      -17-
<PAGE>


         any other Restricted Subsidiary that is not a direct Subsidiary of such
         Person; provided further, however, that any such Lien was not incurred
         in anticipation of or in connection with the transaction or series of
         transactions pursuant to which such Person became a Restricted
         Subsidiary;

                  (g) pledges or deposits by the Company or any Restricted
         Subsidiary under workmen's compensation laws, unemployment insurance
         laws or similar legislation, or good faith deposits in connection with
         bids, tenders, sales, contracts (other than for the payment of Debt),
         acquisition agreements entered into in compliance with the Indenture or
         leases to which the Company or any Restricted Subsidiary is party, or
         deposits to secure public or statutory obligations of the Company, or
         deposits for the payment of rent, in each case incurred in the ordinary
         course of business;

                  (h) utility easements, building restrictions and such other
         encumbrances or charges against real Property as are of a nature
         generally existing with respect to properties of a similar character;

                  (i) Liens existing on the Issue Date not otherwise described
         in clauses (a) through (h) above or clauses (m) or (n) below to the
         extent disclosed on Schedule 9(b) to the Security Agreement;

                  (j) Liens on the Property of the Company or any Restricted
         Subsidiary to secure any Refinancing, in whole or in part, of any Debt
         secured by Liens referred to in clause (a), (e), (f), or (i) above;
         provided, however, that any such Lien shall be limited to all or part
         of the same Property that secured the original Lien (together with
         improvements and accessions to such Property) and the aggregate
         principal amount of Debt that is secured by such Lien shall not be
         increased to an amount greater than the sum of:

                           (1) the outstanding principal amount, or, if greater,
                  the committed amount, of the Debt secured by Liens described
                  under clause (a), (e), (f), or (i) above, as the case may be,
                  at the time the original Lien became a Permitted Lien under
                  this Indenture; and

                           (2) an amount necessary to pay any fees and expenses,
                  including premiums and defeasance costs, incurred by the
                  Company or such Restricted Subsidiary in connection with such
                  Refinancing;

                  (k) Liens securing the Obligations of the Company and the
         Subsidiary Guarantors under the Notes, the Indenture and the Security
         Documents;

                  (l) Liens on the Collateral pursuant to the Security Documents
         securing Hedging Obligations under Interest Rate Agreements permitted
         by clause (d) of the definition of "Permitted Debt" and otherwise
         meeting the requirements of a Secured Hedging Agreement (as defined in
         the Security Agreement);

                  (m) encumbrances arising under leases or subleases of real
         property which do not in the aggregate materially detract from the
         value of such real property or materially interfere with the ordinary
         conduct of the business conducted and proposed to be conducted at such
         real property; and


                                      -18-
<PAGE>


                  (n) financing statements of a lessor's rights in and to
         property leased to such Person relating to leases permitted by this
         Indenture.

                  "Permitted Preferred Stock Refinancing" means the issuance or
incurrence of Subordinated Obligations to purchase, redeem, acquire or retire
for value all or a portion of the Existing Preferred Stock (or any Preferred
Stock of the Company issued to purchase, repurchase, redeem, acquire or retire
for value all or a portion of the Existing Preferred Stock) so long as:

                  (a) the aggregate principal amount (or if incurred with
         original issue discount, the aggregate accreted value) of such
         Subordinated Obligations at the date of such Permitted Preferred Stock
         Refinancing does not exceed the sum of:

                           (1) the aggregate liquidation value (plus accrued
                  dividends) at such time of the Preferred Stock being
                  repurchased, redeemed, acquired or retired for value and

                           (2) an amount necessary to pay any fees and expenses,
                  including premiums, related to such Permitted Preferred Stock
                  Refinancing;

                  (b) the Average Life of such Subordinated Obligations is equal
         to or greater than the Average Life of the Preferred Stock being
         purchased, repurchased, redeemed, acquired or retired for value;

                  (c) the Stated Maturity of such Subordinated Obligations is no
         earlier than one year after the Stated Maturity of the Notes; and

                  (d) immediately after giving effect to the issuance or
         incurrence of such Subordinated Obligations and any substantially
         concurrent Repayment of any Subordinated Obligations, the aggregate
         principal amount (or if incurred with original issue discount, the
         aggregate accreted value) of all Subordinated Obligations (other than
         Disqualified Capital Stock) of the Company and its Restricted
         Subsidiaries does not exceed the sum of (i) $200.0 million plus (ii)
         the greater of (A) the sum of (x) $200.0 million plus (y) the Existing
         Discount Notes Value on the date of such issuance or incurrence, and
         (B) the aggregate principal amount (or if incurred with original issue
         discount, the aggregate accreted value) of all Subordinated Obligations
         (other than Disqualified Capital Stock) of the Company and its
         Restricted Subsidiaries outstanding immediately prior to such issuance
         or incurrence of Subordinated Obligations and any substantially
         concurrent Repayment of any Subordinated Obligations.

                  "Person" means any individual, corporation, company (including
any limited liability company), association, partnership, joint venture, trust,
unincorporated organization, government or any agency or political subdivision
thereof or any other entity.

                  "Preferred Stock" means any Capital Stock of a Person, however
designated, which entitles the holder thereof to a preference with respect to
the payment of dividends, or as to the distribution of assets upon any voluntary
or involuntary liquidation or dissolution of such Person, over shares of any
other class of Capital Stock issued by such Person.

                  "Principal Stations" means any Owned Television Station
serving the New York, Los Angeles or Chicago designated market areas; provided,
however, that the following shall not constitute "Principal Stations": (i) low
power television station WPXO-LP, East Orange, New Jersey (rebroadcasting
WPXN-TV); (ii) low power television station WPXU-LP, Amityville, New York


                                      -19-
<PAGE>


(rebroadcasting WPXN-TV); and (iii) any other television station acquired
subsequent to the Issue Date that constitutes a low power television station
under Sections 74.701 though 74.763, inclusive, of the rules of the FCC (47 CFR
74.701 through 74.763).

                  "Property" means, with respect to any Person, any interest of
such Person in any kind of property or asset, whether real, personal or mixed,
or tangible or intangible, including Capital Stock in, and other securities of,
any other Person. For purposes of any calculation required pursuant to this
Indenture, the value of any Property shall be its Fair Market Value.

                  "Purchase Money Debt" means Debt:

                  (a) consisting of the deferred purchase price of property,
         conditional sale obligations, obligations under any title retention
         agreement, other purchase money obligations and obligations in respect
         of industrial revenue bonds; and

                  (b) incurred to finance the acquisition, construction or lease
         by the Company or a Restricted Subsidiary of such Property, including
         additions and improvements thereto;

in each case including the reasonable fees and expenses incurred in connection
therewith; provided, however, that such Debt is incurred within 180 days after
the acquisition, construction or lease of such Property by the Company or such
Restricted Subsidiary.

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

                  "Receivable Fees" means distributions or payments made
directly or by means of discounts with respect to any participation interests
issued or sold, and other fees paid to a Person that is not a Restricted
Subsidiary, in connection with any Receivables Facility.

                  "Receivables Facility" means one or more receivables financing
facilities, as amended from time to time, pursuant to which the Company or any
of its Restricted Subsidiaries sells its accounts receivable to a Person that is
not a Restricted Subsidiary.

                   "Redemption Date" means any date on which Notes are to be
redeemed pursuant to paragraph 6 of the Notes.

                  "Refinance" means, in respect of any Debt, to refinance,
extend, renew, refund, repay, prepay, repurchase, redeem, defease or retire, or
to issue other Debt in exchange or replacement for, such Debt. "Refinanced" and
"Refinancing" shall have correlative meanings.

                  "Refinancing Debt" means any Debt that Refinances any other
Debt, including any successive Refinancings, so long as:

                  (a) such Debt is in an aggregate principal amount (or if
         incurred with original issue discount, an aggregate issue price) not in
         excess of the sum of

                           (1) the aggregate principal amount then outstanding
                  (or if incurred with original issue discount, the aggregate
                  accreted value at the date of such Refinancing) of the Debt
                  being Refinanced and


                                      -20-
<PAGE>


                           (2) an amount necessary to pay any fees and expenses,
                  including premiums and defeasance costs, related to such
                  Refinancing;

                  (b) the Average Life of such Debt is equal to or greater than
         the Average Life of the Debt being Refinanced;

                  (c) the Stated Maturity of such Debt is no earlier than the
         Stated Maturity of the Debt being Refinanced; and

                  (d) with respect to Debt that is being Refinanced that is
         subordinate to the Notes or the Subsidiary Guarantees, such Refinancing
         Debt shall be subordinate to the Notes or the Subsidiary Guarantees at
         least to the same extent and in the same manner as the Debt being
         Refinanced;

         provided, however, that Refinancing Debt shall not include:

                           (x) Debt of a Subsidiary that is not a Subsidiary
                  Guarantor that Refinances Debt of the Company or a Subsidiary
                  Guarantor; or

                           (y) Debt of the Company or a Restricted Subsidiary
                  that Refinances Debt of an Unrestricted Subsidiary.

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

                  "Regulation S Global Note" means the Global Note representing
the Notes offered and sold outside the United States in reliance on Regulation
S.

                  "Repay" means, in respect of any Debt, to repay, prepay,
repurchase, redeem, legally defease or otherwise retire such Debt. "Repayment"
and "Repaid" shall have correlative meanings.

                  "Responsible Officer" when used with respect to the Trustee or
the Collateral Agent, as the case may be, means any officer within the corporate
trust department of such Person (or any successor group of such Person) or any
other officer of such Person customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter is
referred because of his knowledge of and familiarity with the particular subject
and who shall have direct responsibility for the administration of this
Indenture or the Security Agreement.

                  "Restricted Definitive Note" means a Definitive Note bearing
the Restricted Notes Legend.

                  "Restricted Global Note" means a Global Note bearing the
Restricted Notes Legend.

                  "Restricted License Subsidiary" means Paxson Communications
License Company, LLC.

                  "Restricted License Subsidiary Coverage Ratio" means, as of
any Station Value Coverage Ratio Determination Date, the ratio of (x) the
aggregate Station Value of Owned Television Stations operating under FCC
Licenses owned by the Restricted License Subsidiary at such time to (y) the
Non-Guaranteed Amount of Notes then outstanding.


                                      -21-
<PAGE>


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

                  "Restricted Payment" means:

                  (a) any dividend or distribution (whether made in cash,
         securities or other Property) declared or paid on or with respect to
         any shares of Capital Stock of the Company or any Restricted Subsidiary
         (including any payment in connection with any merger or consolidation
         with or into the Company or any Restricted Subsidiary), except for any
         dividend or distribution that is made solely to the Company or a
         Restricted Subsidiary (and, if such Restricted Subsidiary is not a
         Wholly Owned Restricted Subsidiary, to the other shareholders of such
         Restricted Subsidiary on a pro rata basis or on a basis that results in
         the receipt by the Company or a Restricted Subsidiary of dividends or
         distributions of greater value than it would receive on a pro rata
         basis) or any dividend or distribution payable solely in shares of
         Capital Stock (other than Disqualified Capital Stock) of the Company;

                  (b) the purchase, repurchase, redemption, acquisition or
         retirement for value of any Capital Stock of the Company or any
         Restricted Subsidiary (other than from the Company or a Restricted
         Subsidiary) or any securities exchangeable for or convertible into any
         such Capital Stock, including the exercise of any option to exchange
         any Capital Stock (other than for or into Capital Stock of the Company
         that is not Disqualified Capital Stock), but excluding the conversion
         of any Capital Stock, Debt or other securities of the Company into
         Capital Stock of the Company (other than Disqualified Capital Stock);

                  (c) the purchase, repurchase, redemption, acquisition or
         retirement for value of any Subordinated Obligations; or

                  (d) any Investment (other than Permitted Investments) in any
         Person.

                  "Restricted Period" means the 40 consecutive days beginning on
and including the later of (i) the commencement of the offering of the Notes to
persons other than distributors (as defined in Regulation S) in reliance on
Regulation S and (ii) the date of the original issuance of the Notes.

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

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

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

                  "Rule 501" means Rule 501(a)(1), (2), (3) or (7) under the
Securities Act.

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

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

                  "S&P" means Standard & Poor's Ratings Service or any successor
to the rating agency business thereof.


                                      -22-
<PAGE>


                  "Sale and Leaseback Transaction" means any direct or indirect
arrangement relating to Property now owned or hereafter acquired whereby the
Company or a Restricted Subsidiary transfers such Property to another Person and
the Company or a Restricted Subsidiary leases it from such Person.

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

                  "Security Agreement" means that Pledge and Security Agreement,
dated as of the Issue Date, by and among the Company, the Subsidiary Guarantors
and The Bank of New York, as Collateral Agent, as amended, restated or
supplemented from time to time.

                  "Security Documents" means, collectively, the Security
Agreement and all other mortgages, deeds of trust, pledge agreements, collateral
assignments, security agreements, fiduciary transfers, debentures or other
instruments evidencing or creating any security interests in favor of the
Collateral Agent for the benefit of Holders of the Notes.

                  "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 Commission.

                  "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 beyond the control of the issuer unless such
contingency has occurred).

                  "Station Appraisal" means a written appraisal (substantially
on the basis set forth in Table 2 of the "Strategic Valuation of Paxson
Communications Corporation as of April 1, 2003" prepared by BIA Financial
Network, Inc.) of the Fair Market Value of Owned Television Stations as of a
recent date (which in any event shall be no more than 90 days prior to the date
of delivery thereof) conducted by an Independent Appraiser.

                  "Station Value" means, as of any Station Value Coverage Ratio
Determination Date, an amount, as calculated in good faith by the principal
financial officer of the Company and as set forth in reasonable detail in an
Officers' Certificate delivered to the Trustee, equal to (x) the aggregate Fair
Market Value, as set forth in the most recently delivered Station Appraisal (or,
if no Station Appraisal has been delivered pursuant to Section 4.20, the values
of Owned Television Stations set forth in Table 2 of the "Strategic Valuation of
Paxson Communications Corporation as of April 1, 2003" prepared by BIA Financial
Network, Inc.), of Owned Television Stations plus (y) the Fair Market Value of
any property constituting, or used in the operation of, an Owned Television
Station that has been acquired by the Company or the Restricted Subsidiaries
following the date of such Station Appraisal, but only to the extent that (i)
such property has, to the extent required by the Security Agreement, been made
subject to the Lien of the Security Documents and (ii) the Trustee has received
from an Independent Appraiser a report as to the Fair Market Value thereof, less
(z) any reduction in the aggregate Fair Market Value of Owned Television
Stations as set forth in the most recently delivered Station Appraisal occurring
following the date of such Station Appraisal as a result of any Asset Sale or
Event of Loss.

                  "Station Value Coverage Ratio" means the ratio of (x) the
Station Value on any Station Value Coverage Ratio Determination Date to (y) the
aggregate principal amount of Notes outstanding on such Station Value Coverage
Ratio Determination Date.


                                      -23-
<PAGE>


                  "Station Value Coverage Ratio Determination Date" means the
Business Day immediately preceding each date on which any event occurs that
gives rise to a need to determine the Station Value Coverage Ratio.

                  "Subordinated Obligation" means any Debt of the Company or any
Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter
incurred) that is subordinate or junior in right of payment to the Notes or the
applicable Subsidiary Guarantee pursuant to a written agreement to that effect
or otherwise pursuant to the terms of such Debt.

                  "Subsidiary" means, in respect of any Person, any corporation,
company (including any limited liability company), association, partnership,
joint venture or other business entity of which a majority of the total voting
power of the Voting Stock is at the time owned or controlled, directly or
indirectly, by:

                  (a) such Person;

                  (b) such Person and one or more Subsidiaries of such Person;
         or

                  (c) one or more Subsidiaries of such Person.

                  "Subsidiary Guarantee" means a Guarantee on the terms set
forth in Article 10 by a Subsidiary Guarantor of the Company's obligations with
respect to the Guaranteed Amount of Notes.

                  "Subsidiary Guarantor" means each Domestic Restricted
Subsidiary and any other Person that becomes a Subsidiary Guarantor pursuant to
Section 4.14.

                  "Temporary Cash Investments" means any of the following:

                  (a) Investments in U.S. Government Obligations maturing within
         365 days of the date of acquisition thereof;

                  (b) Investments in time deposit accounts, certificates of
         deposit and money market deposits maturing within 90 days of the date
         of acquisition thereof issued by a bank or trust company organized
         under the laws of the United States of America or any state thereof
         having capital, surplus and undivided profits aggregating in excess of
         $500.0 million and whose long-term debt is rated "A-3" or "A-" or
         higher according to Moody's or S&P (or such similar equivalent rating
         by at least one "nationally recognized statistical rating organization"
         (as defined in Rule 436 under the Securities Act));

                  (c) repurchase obligations with a term of not more than 30
         days for underlying securities of the types described in clause (a)
         entered into with

                           (1) a bank meeting the qualifications described in
                  clause (b) above or

                           (2) any primary government securities dealer
                  reporting to the Market Reports Division of the Federal
                  Reserve Bank of New York;

                  (d) Investments in commercial paper, maturing not more than 90
         days after the date of acquisition, issued by a corporation (other than
         an Affiliate of the Company) organized and in existence under the laws
         of the United States of America with a rating at the time as of which
         any


                                      -24-
<PAGE>


         Investment therein is made of "P-1" (or higher) according to Moody's or
         "A-1" (or higher) according to S&P (or such similar equivalent rating
         by at least one "nationally recognized statistical rating organization"
         (as defined in Rule 436 under the Securities Act)); and

                  (e) direct obligations (or certificates representing an
         ownership interest in such obligations) of any state of the United
         States of America (including any agency or instrumentality thereof) for
         the payment of which the full faith and credit of such state is pledged
         and which are not callable or redeemable at the issuer's option,
         provided that

                           (1) the long-term debt of such state is rated "A-3"
                  or "A-" or higher according to Moody's or S&P (or such similar
                  equivalent rating by at least one "nationally recognized
                  statistical rating organization" (as defined in Rule 436 under
                  the Securities Act)) and

                           (2) such obligations mature within 180 days of the
                  date of acquisition thereof.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S.
Code ss.ss. 77aaa-77bbbb) as in effect on the date of this Indenture.

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

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

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

                  "Unrestricted Subsidiary" means:

                  (a) any Subsidiary of the Company that is designated after the
         Issue Date as an Unrestricted Subsidiary as permitted or required
         pursuant to Section 4.13 and is not thereafter redesignated as a
         Restricted Subsidiary as permitted pursuant thereto; and

                  (b) any Subsidiary of an Unrestricted Subsidiary.

                  "U.S. Government Obligations" means direct obligations (or
         certificates representing an ownership interest in such obligations) of
         the United States of 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 any Person means all classes of Capital
Stock or other interests (including partnership interests) of such Person then
outstanding and normally entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof.


                                      -25-
<PAGE>


                  "Wholly Owned Restricted Subsidiary" means, at any time, a
Restricted Subsidiary all of the Voting Stock of which (except directors'
qualifying shares) is at such time owned, directly or indirectly, by the Company
or one or more Wholly Owned Subsidiaries of the Company.

Section 1.02.     Other Definitions.
                  ------------------

                  The definitions of the following terms may be found in the
sections indicated as follows:

                   Term                                     Defined in Section
                   ----                                     ------------------
"Affiliate Transaction"............................                   4.11
"Authentication Order".............................                   2.02
"Bankruptcy Law"...................................                   6.01
"Business Day".....................................                  12.08
"Change of Control Offer"..........................                   4.18
"Change of Control Purchase Price".................                   4.18
"Covenant Defeasance"..............................                   9.03
"Custodian"........................................                   6.01
"DTC"..............................................                   2.03
"Event of Default".................................                   6.01
"Event of Loss Offer"..............................                   4.23
"Excess Loss Proceeds".............................                   4.23
"Excess Proceeds"..................................                   4.10
"IAI Global Note"..................................                   2.01
"Legal Defeasance".................................                   9.02
"Legal Holiday"....................................                  12.08
"Paying Agent".....................................                   2.03
"Prepayment Offer".................................                   4.10
"Principal Station Prepayment Offer"...............                   4.12
"Purchase Agreement"...............................                   2.01
"Registrar"........................................                   2.03
"Reinvestment Date"................................                   4.09
"Released Collateral"..............................                  11.05
"Required Filing Dates"............................                   4.02
"Subject Property".................................                   4.23
"Surviving Person".................................                   5.01
"Test Date"........................................                   4.21
"Valuation Date"...................................                  11.05

Section 1.03.     Incorporation by Reference of Trust Indenture Act.
                  --------------------------------------------------

                  Whenever this Indenture refers to a provision of the TIA, the
portion of such provision referred to is incorporated by reference in and made a
part of this Indenture. The following TIA terms used in this Indenture have the
following meanings:

                  "indenture securities" means the Notes.

                  "indenture securityholder" means a Holder.


                                      -26-
<PAGE>


                  "indenture to be qualified" means this Indenture (it being
understood that this Indenture shall not be qualified under the TIA).

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

                  "obligor on the indenture securities" means the Company, the
Subsidiary Guarantors or any other obligor on the Notes.

                  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 Commission
rule have the meanings therein assigned to them.

Section 1.04.     Rules of Construction.
                  ----------------------

                  Unless the context otherwise requires:

                  (1) a term has the meaning assigned to it herein, whether
         defined expressly or by reference;

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

                  (3) "or" is not exclusive;

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

                  (5) words used herein implying any gender shall apply to every
         gender.

                                   ARTICLE 2

                                   THE NOTES

Section 2.01.     Form and Dating.
                  ----------------

                  (a) General. The Notes and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A hereto. The Notes
will be (i) offered and sold by the Company pursuant to the Purchase Agreement
dated January 5, 2004 (the "Purchase Agreement") and (ii) distributed initially
only to QIBs in reliance on Rule 144A and to Non-U.S. Persons in reliance on
Rule 903. Such Notes may thereafter be transferred to, among others, QIBs,
purchasers in reliance on Regulation S and, as set forth below, Institutional
Accredited Investors in accordance with Rule 501. The Notes may have notations,
legends or endorsements required by law, stock exchange rule or usage. Each Note
shall be dated the date of its authentication. The Notes shall be in
denominations of $1,000 and integral multiples thereof.

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


                                      -27-
<PAGE>


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

                  (i) The Notes offered and sold to QIBs in reliance on Rule
         144A shall be issued initially in the form of one or more 144A Global
         Notes, which shall be deposited with, or on behalf of, DTC, or will
         remain in the custody of the Trustee pursuant to an agreement between
         DTC and the Trustee.

                  (ii) The Notes offered and sold in reliance on Regulation S
         shall be issued initially in the form of one or more Regulation S
         Global Notes, which shall be deposited with, or on behalf of, the
         Trustee as custodian for DTC.

                  (iii) In connection with the resale of Notes to an
         Institutional Accredited Investor, beneficial interests in any of the
         Global Notes may be exchanged for interests in a separate note in
         registered form, without interest coupons (the "IAI Global Note"),
         which will be deposited with, or on behalf of, a custodian for DTC as
         described in (i) and (ii) above.

                  (iv) Unrestricted Global Notes shall be issued in accordance
         with Sections 2.06(b)(vi), 2.06(d)(ii) and 2.06(d)(iii) and shall be
         deposited, duly executed by the Company and authenticated by the
         Trustee as hereinafter provided.

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

                  Each Global Note shall represent such of the outstanding Notes
as shall be specified therein and each shall provide that it shall represent the
aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges and redemptions. Any endorsement of a Global Note to reflect
the amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby shall be made by the Trustee or the
Custodian, at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.06 hereof.

Section 2.02.     Execution and Authentication.
                  -----------------------------

                  The Notes shall be executed on behalf of the Company by two
Officers of the Company or an Officer and an Assistant Secretary of the Company.
Such signature may be either manual or facsimile.

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

                  A Note shall not be valid until the Trustee manually signs the
certificate of authentication on the Note. Such signature shall be conclusive
evidence that the Note has been authenticated under this Indenture.

                  The Trustee or an authenticating agent shall authenticate
Notes for original issue in the aggregate principal amount of up to $365,000,000
upon a Company Request. The aggregate principal


                                      -28-
<PAGE>


amount of Notes outstanding at any time may not exceed $365,000,000 except as
provided in Section 2.07 hereof.

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

                  The Trustee shall have the right to decline to authenticate
and deliver any Notes under this Section if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken or if the Trustee
in good faith shall determine that such action would expose the Trustee to
personal liability to existing Holders.

Section 2.03.     Registrar, Paying Agent and Calculation Agent.
                  ----------------------------------------------

                  The Company shall maintain an office or agency where Notes may
be presented for registration of transfer or for exchange ("Registrar"), an
office or agency located in the Borough of Manhattan, The City of New York,
State of New York where Notes may be presented for payment ("Paying Agent") and
an office or agency where notices and demands to or upon the Company in respect
of the Notes and this Indenture may be served. The Registrar shall keep a
register of the Notes and of their transfer and exchange. The Company may have
one or more co-registrars and one or more additional paying agents. Neither the
Company nor any Affiliate may act as Paying Agent. The Company may change any
Paying Agent, Registrar or co-registrar without notice to any Holder. In
addition, the Company shall appoint a Calculation Agent to determine the
interest rate on the Notes as provided in paragraph 1(a) of the Notes. Neither
the Company nor any Affiliate of the Company may act as Calculation Agent.

                  The Company shall enter into an appropriate agency agreement
with any Registrar, Paying Agent or Calculation Agent not a party to this
Indenture. 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 any such Agent. If the Company fails to maintain a Registrar, Paying
Agent or Calculation Agent, or agent for service of notices and demands, or
fails to give the foregoing notice, the Trustee shall act as such. The Company
initially appoints the Trustee as Registrar, Paying Agent, Calculation Agent and
agent for service of notices and demands in connection with the Notes.

Section 2.04.     Paying Agent to Hold Money in Trust.
                  ------------------------------------

                  On or before each due date of the principal of and interest on
any Notes, the Company shall deposit with the Paying Agent a sum sufficient to
pay such principal and interest so becoming due. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee and the
Trustee may at any time during the continuance of any Payment Default, upon
written request to a Paying Agent, require such Paying Agent to forthwith pay to
the Trustee all sums so held in trust by such Paying Agent together with a
complete accounting of such sums. Upon doing so, the Paying Agent shall have no
further liability for the money.

Section 2.05.     Holder Lists.
                  -------------

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of all Holders and shall otherwise comply with TIA ss. 312(a). If the
Trustee is not the Registrar, the Company shall furnish to the Trustee at least
seven


                                      -29-
<PAGE>


Business Days before each Interest Payment Date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Company shall otherwise comply with TIA ss. 312(a).

Section 2.06.     Transfer and Exchange.
                  ----------------------

                  (a) Transfer and Exchange of Global Notes. A Global Note may
not be transferred as a whole except by the Depository to a nominee of the
Depository, by a nominee of the Depository to the Depository or to another
nominee of the Depository, or by the Depository or any such nominee to a
successor Depository or a nominee of such successor Depository. All Global Notes
will be exchanged by the Company for Definitive Notes if (i) the Company
delivers to the Trustee notice from the Depository that it is unwilling or
unable to continue to act as Depository or that it ceases to be a clearing
agency registered under the Exchange Act and, in either case, a successor
Depository is not appointed by the Company within 90 days after the date of such
notice from the Depository or of such cessation, (ii) the Company in its sole
discretion determines that the Global Notes (in whole but not in part) should be
exchanged for Definitive Notes and delivers a written notice to such effect to
the Trustee or (iii) an Event of Default has occurred or is continuing and the
Registrar has received a request from the Depository to issue Definitive Notes.
Upon the occurrence of any of the preceding events in clauses (i), (ii) or (iii)
above, Definitive Notes shall be issued in such names as the Depository shall
instruct the Trustee. Global Notes also may be exchanged or replaced, in whole
or in part, as provided in Sections 2.07 and 2.09 hereof. Every Note
authenticated and delivered in exchange for, or in lieu of, a Global Note or any
portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.09 hereof,
shall be authenticated and delivered in the form of, and shall be, a Global
Note. A Global Note may not be exchanged for another Note other than as provided
in this Section 2.06(a); however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.06(b) or (c) hereof.

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

                  (i) Transfer of Beneficial Interests in the Same Global Note.
         Beneficial interests in any Restricted Global Note may be transferred
         to Persons who take delivery thereof in the form of a beneficial
         interest in the same Restricted Global Note in accordance with the
         transfer restrictions set forth in the Restricted Notes Legend.
         Beneficial interests in any Unrestricted Global Note may be transferred
         to Persons who take delivery thereof in the form of a beneficial
         interest in an Unrestricted Global Note. No written orders or
         instructions shall be required to be delivered to the Registrar to
         effect the transfers described in this Section 2.06(b)(i).

                  (ii) All Other Transfers and Exchanges of Beneficial Interests
         in Global Notes. In connection with all transfers and exchanges of
         beneficial interests that are not subject to Section 2.06(b)(i) above,
         the transferor of such beneficial interest must deliver to the
         Registrar either (A)(1) a written order from a Participant or an
         Indirect Participant given to the Depository in accordance with the
         Applicable Procedures directing the Depository to credit or cause to be
         credited a beneficial interest in another Global Note in an amount
         equal to the beneficial interest to be transferred or exchanged and (2)
         instructions given in accordance with the Applicable Procedures
         containing information regarding the Participant account to be credited
         with such


                                      -30-
<PAGE>


         increase or (B)(1) a written order from a Participant or an Indirect
         Participant given to the Depository in accordance with the Applicable
         Procedures directing the Depository to cause to be issued a Definitive
         Note in an amount equal to the beneficial interest to be transferred or
         exchanged and (2) instructions given by the Depository to the Registrar
         containing information regarding the Person in whose name such
         Definitive Note shall be registered to effect the transfer or exchange
         referred to in (1) above. Upon satisfaction of all of the requirements
         for transfer or exchange of beneficial interests in Global Notes
         contained in this Indenture and the Notes or otherwise applicable under
         the Securities Act, the Trustee shall adjust the principal amount of
         the relevant Global Note(s) pursuant to Section 2.06(h) hereof.
         Transfers by an owner of a beneficial interest in the Rule 144A Global
         or the IAI Global Note to a transferee who takes delivery of such
         interest through the Regulation S Global Note, whether before or after
         the expiration of the Restricted Period, shall be made only upon
         receipt by the Trustee of a certification from the transferor to the
         effect that such transfer is being made in accordance with Regulation S
         or (if available) Rule 144 under the Securities Act. In the case of a
         transfer of a beneficial interest in either the Regulation S Global
         Note or the Rule 144A Global Note for an interest in the IAI Global
         Note, the transferee must furnish to the Trustee a signed letter
         substantially in the form of Exhibit D.

                  (iii) Restrictions on Transfer of Regulation S Global Note.

                  (A) Prior to the expiration of the Restricted Period,
         transfers by an owner of a beneficial interest in the Regulation S
         Global Note to a transferee who takes delivery of such interest through
         the Rule 144A Global Note or the IAI Global Note shall be made only in
         accordance with Applicable Procedures and upon receipt by the Trustee
         of a written certification from the transferor of the beneficial
         interest in the form provided by Exhibit B or as otherwise provided by
         the Company in accordance with applicable law to the effect that such
         transfer is being made to (i) a person whom the transferor reasonably
         believes is a QIB within the meaning of Rule 144A in a transaction
         meeting the requirements of Rule 144A or (ii) an IAI purchasing for its
         own account, or for the account of such an IAI, in a minimum principal
         amount of the Notes of $250,000. Such written certification shall not
         be required after the expiration of the Restricted Period. In the case
         of a transfer of a beneficial interest in the Regulation S Global Note
         for an interest in the IAI Global Note, the transferee must furnish to
         the Trustee a signed letter substantially in the form of Exhibit D.

                  (B) Upon the expiration of the Restricted Period, beneficial
         ownership interests in the Regulation S Global Note shall be
         transferable in accordance with applicable law and the other terms of
         this Indenture

                  (iv) Other Transfer of Beneficial Interests to Another
         Restricted Global Note. A beneficial interest in any Restricted Global
         Note may be transferred to a Person who takes delivery thereof in the
         form of a beneficial interest in another Restricted Global Note if the
         transfer complies with the requirements of Section 2.06(b)(ii) above
         and the transferor delivers a certificate in the form of Exhibit B
         hereto.

                  (v) Transfer and Exchange of Beneficial Interests in Global
         Notes to Definitive Notes. In the event that a Global Note is exchanged
         for Restricted Definitive Notes in accordance with the terms of this
         Indenture, such Notes may be exchanged only in accordance with such
         procedures as are substantially consistent with the provisions of
         Sections 2.06(c), (d) and (e) (including the certification requirements
         set forth therein intended to ensure that such transfers comply with
         Rule 144A, Regulation S or such other applicable exemption from
         registration under


                                      -31-
<PAGE>


         the Securities Act, as the case may be) and such other procedures as
         may from time to time be adopted by the Company reasonably necessary to
         comply with applicable law.

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

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

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

         and if the Company or the Registrar so requests or if the Applicable
         Procedures so require, an Opinion of Counsel in form reasonably
         acceptable to the Registrar to the effect that such exchange or
         transfer is in compliance with the Securities Act and that the
         restrictions on transfer contained herein and in the Restricted Notes
         Legend are no longer required in order to maintain compliance with the
         Securities Act.

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

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

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

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

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

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


                                      -32-
<PAGE>


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

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

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

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

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

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

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

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

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


                                      -33-
<PAGE>


and if the Company or the Registrar so requests or if the Applicable Procedures
so require, an Opinion of Counsel in form reasonably acceptable to the Registrar
to the effect that such exchange or transfer is in compliance with the
Securities Act and that the restrictions on transfer contained herein and in the
Restricted Notes Legend are no longer required in order to maintain compliance
with the Securities Act.

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

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

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

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

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

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

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

                  (E) if such Restricted Definitive Note is being transferred to
         an Institutional Accredited Investor in reliance on an exemption from
         the registration requirements of the Securities Act other than those
         listed in subparagraphs (B) through (D) above, a certificate to the


                                      -34-
<PAGE>


         effect set forth in Exhibit B hereto, including the certifications,
         certificates and Opinion of Counsel required by item (3)(d) thereof, if
         applicable;

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

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

the Trustee shall cancel the Restricted Definitive Note and increase or cause to
be increased the aggregate principal amount of the Restricted Global Note.

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

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

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

and if the Company or the Registrar so requests or if the Applicable Procedures
so require, an Opinion of Counsel in form reasonably acceptable to the Registrar
to the effect that such exchange or transfer is in compliance with the
Securities Act and that the restrictions on transfer contained herein and in the
Restricted Notes Legend are no longer required in order to maintain compliance
with the Securities Act.

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

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

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


                                      -35-
<PAGE>


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

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

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

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

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

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

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

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

         and if the Company or the Registrar so requests, an Opinion of Counsel
         in form reasonably acceptable to the Company to the effect that such
         exchange or transfer is in compliance with the Securities Act and that
         the restrictions on transfer contained herein and in the Restricted
         Notes Legend are no longer required in order to maintain compliance
         with the Securities Act.

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


                                      -36-
<PAGE>


         the Registrar shall register the Unrestricted Definitive Notes pursuant
         to the instructions from the Holder thereof.

                  (f) [intentionally omitted]

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

                  (i) Restricted Notes Legend.

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

                  THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED
                  UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
                  "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD,
                  PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR
                  TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS
                  SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR
                  OF A BENEFICIAL INTEREST HEREIN, THE HOLDER: (1) REPRESENTS
                  THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED
                  IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), OR (B) IT IS
                  ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN
                  COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT; (2)
                  AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS
                  SECURITY EXCEPT (A) TO THE ISSUER OR ANY OF ITS SUBSIDIARIES,
                  (B) TO A PERSON WHO THE HOLDER REASONABLY BELIEVES IS A QIB
                  PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN
                  A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN
                  OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR
                  904 OF REGULATION S UNDER THE SECURITIES ACT, (D) IN A
                  TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE
                  SECURITIES ACT AND IN WHICH SUCH HOLDER SHALL HAVE, PRIOR TO
                  SUCH TRANSFER, FURNISHED THE TRUSTEE A SIGNED LETTER
                  CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO
                  THE TRANSFER OF THIS SECURITY (THE FORM OF WHICH CAN BE
                  OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT
                  OF AN AGGREGATE PRINCIPAL AMOUNT OF SECURITIES LESS THAN
                  $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER, IF
                  THE ISSUER SO REQUESTS, THAT SUCH TRANSFER IS IN COMPLIANCE
                  WITH THE SECURITIES ACT, (E) IN ACCORDANCE WITH ANOTHER
                  EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
                  ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE
                  ISSUER), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION
                  STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN
                  ACCORDANCE


                                      -37-
<PAGE>


                  WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
                  STATES OR ANY OTHER APPLICABLE JURISDICTION; AND (3) AGREES
                  THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR
                  AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO
                  THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS "OFFSHORE
                  TRANSACTION" AND "UNITED STATES" HAVE THE MEANINGS GIVEN TO
                  THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THE
                  INDENTURE GOVERNING THIS SECURITY CONTAINS A PROVISION
                  REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF
                  THIS SECURITY IN VIOLATION OF THE FOREGOING.

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

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

                  THIS GLOBAL NOTE IS HELD BY THE DEPOSITORY (AS DEFINED IN THE
                  INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR
                  THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
                  TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT
                  (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE
                  REQUIRED PURSUANT TO SECTION 2.01(a) OF THE INDENTURE, (II)
                  THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART
                  PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS
                  GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION
                  PURSUANT TO SECTION 2.10 OF THE INDENTURE AND (IV) THIS GLOBAL
                  NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITORY WITH THE
                  PRIOR WRITTEN CONSENT OF THE COMPANY.

                  (h) Cancellation and/or Adjustment of Global Notes. At such
time as all beneficial interests in a particular Global Note have been exchanged
for Definitive Notes or a particular Global Note has been redeemed, repurchased
or canceled in whole and not in part, each such Global Note shall be returned to
or retained and canceled by the Trustee in accordance with Section 2.10 hereof.
At any time prior to such cancellation, if any beneficial interest in a Global
Note is exchanged for or transferred to a Person who will take delivery thereof
in the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global Note by the
Trustee or by the Depository at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note shall be increased accordingly
and an endorsement shall be made on such Global Note by the Trustee or by the
Depository at the direction of the Trustee to reflect such increase.


                                      -38-
<PAGE>


                  (i) General Provisions Relating to Transfers and Exchanges.

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

                  (ii) No service charge shall be made to a holder of a
beneficial interest in a Global Note or to a Holder of a Definitive Note for any
registration of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any transfer tax or similar governmental charge payable
in connection therewith (other than any such transfer taxes or similar
governmental charge payable upon exchange or transfer pursuant to Sections 2.09,
4.10, 4.12, 4.18, 4.23 and 8.05 hereof (or pursuant to paragraph 6 of the Notes
at any time when the Station Value Coverage Ratio is less than 2.5 to 1.0)).

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

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

                  (v) The Company shall not be required (A) to issue, to
register the transfer of or to exchange any Notes during a period beginning at
the opening of business 15 days before the day of any selection of Notes for
redemption under Section 3.02 hereof and ending at the close of business on the
day of selection or (B) to register the transfer of or to exchange a Note
between a record date and the next succeeding Interest Payment Date.

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

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

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

                  (ix) 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 Note (including any transfers between or among Participants or
beneficial owners of interests in any Global Note) 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.


                                      -39-
<PAGE>


Section 2.07.     Replacement Notes.
                  ------------------

                  If a mutilated Note is surrendered to the Trustee or if the
Holder of a Note presents evidence to the satisfaction of the Company and the
Trustee that the Note has been lost, destroyed or wrongfully taken, the Company
shall issue and the Trustee shall authenticate a replacement Note if the
requirements of Section 8-405 of the New York Uniform Commercial Code as in
effect on the date of this Indenture are met. An indemnity bond shall be
required that is sufficient in the judgment of the Company and the Trustee to
protect the Company, the Trustee or any Agent from any loss which any of them
may suffer if a Note is replaced. In every case of destruction, loss or theft,
the applicant shall also furnish to the Company and to the Trustee evidence to
their satisfaction of the destruction, loss or theft of such Note and the
ownership thereof. The Company and the Trustee may charge for its expenses in
replacing a Note. Every replacement Note is an additional obligation of the
Company.

Section 2.08.     Outstanding Notes.
                  ------------------

                  Notes outstanding at any time are all Notes authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, and those described in this Section 2.08 as not outstanding.

                  If a Note is replaced pursuant to Section 2.07, it ceases to
be outstanding until the Company and the Trustee receive proof satisfactory to
each of them that the replaced Note is held by a bona fide purchaser.

                  If a Paying Agent holds on a Redemption Date or Maturity Date
money sufficient to pay the principal of, premium, if any, and accrued interest
on Notes payable on that date, then on and after that date such Notes cease to
be outstanding and interest on them ceases to accrue.

                  Subject to Section 12.06, a Note does not cease to be
outstanding solely because the Company or an Affiliate holds the Note.

Section 2.09.     Temporary Notes.
                  ----------------

                  Until certificates representing Notes are ready for delivery,
the Company may prepare and the Trustee shall authenticate temporary Notes.
Temporary Notes shall be substantially in the form, and shall carry all rights,
of definitive Notes but may have variations that the Company considers
appropriate for temporary Notes. Without unreasonable delay, the Company shall
prepare and the Trustee shall authenticate definitive Notes in exchange for
temporary Notes presented to it.

Section 2.10.     Cancellation.
                  -------------

                  The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Notes surrendered to them for transfer, exchange or payment. The Trustee
shall cancel and retain or, upon written request of the Company, may return to
the Company in accordance with its normal practice, all Notes surrendered for
transfer, exchange, payment or cancellation. Subject to Section 2.07 hereof, the
Company may not issue new Notes to replace Notes in respect of which it has
previously paid all principal, premium and interest accrued thereon, or
delivered to the Trustee for cancellation.


                                      -40-
<PAGE>


Section 2.11.     Defaulted Interest.
                  -------------------

                  If the Company defaults in a payment of interest on the Notes,
it shall pay the defaulted amounts, plus any interest payable on defaulted
amounts pursuant to Section 4.01 hereof, to the persons who are Holders on a
subsequent special record date. The Company shall fix the special record date
and payment date in a manner satisfactory to the Trustee and provide the Trustee
at least 20 days notice of the proposed amount of default interest to be paid
and the special payment date. At least 15 days before the special record date,
the Company shall mail or cause to be mailed to each Holder a notice that states
the special record date, the payment date (which shall be not less than five nor
more than ten days after the special record date), and the amount to be paid. In
lieu of the foregoing procedures, the Company may pay defaulted interest in any
other lawful manner satisfactory to the Trustee.

Section 2.12.     Deposit of Moneys.
                  ------------------

                  Prior to 10:00 a.m., New York City time, on each Interest
Payment Date and the Maturity Date, the Company shall have deposited with the
Paying Agent in immediately available funds money sufficient to make cash
payments, if any, due on such Interest Payment Date or Maturity Date, as the
case may be, in a timely manner which permits the Trustee to remit payment to
the Holders on such Interest Payment Date or Maturity Date, as the case may be.

Section 2.13.     CUSIP Number.
                  -------------

                  The Company in issuing the Notes may use a "CUSIP" number(s),
and if so, the Trustee shall use the CUSIP number(s) in notices of redemption or
exchange as a convenience to Holders, provided that any such notice may state
that no representation is made as to the correctness or accuracy of the CUSIP
number(s) printed in the notice or on the Notes, and that reliance may be placed
only on the other identification numbers printed on the Notes. The Company shall
promptly inform the Trustee of any change in the CUSIP number(s).

                                   ARTICLE 3

                                   REDEMPTION

Section 3.01.     Notices to Trustee.
                  -------------------

                  If the Company elects to redeem Notes pursuant to paragraph 6
of the Notes, (i) at least 30 days prior to the Redemption Date in the case of a
partial redemption, (ii) at least 30 days prior to the Redemption Date in the
case of a total redemption or (iii) during such other period as the Trustee may
agree to, the Company shall notify the Trustee in writing of the Redemption
Date, the principal amount of Notes to be redeemed and the redemption price, and
deliver to the Trustee an Officers' Certificate stating that such redemption
will comply with the conditions contained in paragraph 6 of the Notes.

Section 3.02.     Selection by Trustee of Notes to Be Redeemed.
                  ---------------------------------------------

                  In the event that fewer than all of the Notes are to be
redeemed, the Trustee shall select the Notes to be redeemed on either a pro rata
basis or by lot, or such other method as it shall deem fair and equitable. The
Trustee shall promptly notify the Company of the Notes selected for redemption
and, in the case of any Notes selected for partial redemption, the principal
amount thereof to be redeemed.


                                      -41-
<PAGE>


The Trustee may select for redemption portions of the principal of Notes that
have denominations larger than $1,000. Notes and portions thereof the Trustee
selects shall be redeemed in amounts of $1,000 or whole multiples of $1,000. For
all purposes of this Indenture unless the context otherwise requires, provisions
of this Indenture that apply to Notes called for redemption also apply to
portions of Notes called for redemption.

Section 3.03.     Notice of Redemption.
                  ---------------------

                  At least 30 but not more than 60 days before a Redemption
Date, the Company shall mail, or cause to be mailed, a notice of redemption by
first-class mail to the Trustee and to each Holder of Notes to be redeemed at
its address as the same appears on the registry books maintained by the
Registrar pursuant to Section 2.03 hereof.

                  The notice shall identify the Notes to be redeemed (including
the CUSIP number(s) thereof) and shall state:

                  (1) the Redemption Date;

                  (2) the redemption price;

                  (3) if any Note is being redeemed in part, the portion of the
         principal amount of such Note to be redeemed and that, after the
         Redemption Date and upon surrender of such Note, a new Note or Notes in
         principal amount equal to the unredeemed portion will be issued;

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

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

                  (6) that unless the Company defaults in making the redemption
         payment, interest on Notes called for redemption ceases to accrue on
         and after the Redemption Date;

                  (7) the paragraph of the Notes pursuant to which the Notes are
         being redeemed; and

                  (8) the aggregate principal amount of Notes that are being
         redeemed.

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's sole expense.

Section 3.04.     Effect of Notice of Redemption.
                  -------------------------------

                  Once the notice of redemption described in Section 3.03 is
mailed, Notes called for redemption become due and payable on the Redemption
Date and at the redemption price, including any premium, plus interest accrued
to the Redemption Date, if any. Upon surrender to the Paying Agent, such Notes
shall be paid at the redemption price, including any premium, plus interest
accrued to the Redemption Date, if any, provided that if the Redemption Date is
after a regular interest payment record date and on or prior to the Interest
Payment Date, the accrued interest shall be payable to the Holder of the
redeemed Notes registered on the relevant record date, and provided, further,
that if a Redemption Date is a Legal Holiday, payment shall be made on the next
succeeding Business Day and no interest shall accrue for the period from such
Redemption Date to such succeeding Business Day.


                                      -42-
<PAGE>


Section 3.05.     Deposit of Redemption Price.
                  ----------------------------

                  On or prior to 10:00 A.M., New York City time, on each
Redemption Date, the Company shall deposit with the Paying Agent in immediately
available funds money sufficient to pay the redemption price of and accrued
interest on all Notes to be redeemed on that date other than Notes or portions
thereof called for redemption on that date which have been delivered by the
Company to the Trustee for cancellation.

                  On and after any Redemption Date, if money sufficient to pay
the redemption price of and accrued interest on Notes called for redemption
shall have been made available in accordance with the preceding paragraph, the
Notes called for redemption will cease to accrue interest and the only right of
the Holders of such Notes will be to receive payment of the redemption price of
and, subject to the first proviso in Section 3.04, accrued and unpaid interest
on such Notes to the Redemption Date. If any Note called for redemption shall
not be so paid, interest will be paid, from the Redemption Date until such
redemption payment is made, on the unpaid principal of the Note and any interest
not paid on such unpaid principal, in each case, at the rate and in the manner
provided in the Notes.

Section 3.06.     Notes Redeemed in Part.
                  -----------------------

                  Upon surrender of a Note that is redeemed in part, the Trustee
shall authenticate for a Holder a new Note equal in principal amount to the
unredeemed portion of the Note surrendered.

                                   ARTICLE 4

                                    COVENANTS

Section 4.01.     Payment of Notes.
                  -----------------

                  The Company shall pay the principal of and interest on the
Notes on the dates and in the manner provided in the Notes and this Indenture.
An installment of principal of or interest on the Notes shall be considered paid
on the date it is due if the Trustee or Paying Agent holds on that date money
designated for and sufficient to pay the installment. Interest will be computed
on the basis set forth in the Notes.

                  The Company shall pay interest on overdue principal (including
post-petition interest in a proceeding under any Bankruptcy Law), and overdue
interest, to the extent lawful, at the rate specified in the Notes.

Section 4.02.     Commission Reports.
                  -------------------

                  (a) The Company will file with the Commission all information,
documents and reports to be filed with the Commission pursuant to Section 13 or
15(d) of the Exchange Act, whether or not the Company is subject to such filing
requirements, so long as the Commission will accept such filings; provided that
the Company shall not be required pursuant to this Section 4.02 to include the
separate financial statements of any Subsidiary Guarantor in any such filing.
Except as contemplated by the proviso to the preceding sentence, the Company
shall also comply with the provisions of TIA ss. 314(a).


                                      -43-
<PAGE>


                  (b) At the Company's expense, regardless of whether the
Company is required to file with the Commission or furnish such information,
documents and reports referred to in paragraph (a) above to its stockholders
pursuant to the Exchange Act, the Company shall cause such information,
documents and reports to be mailed to the Trustee at its address set forth in
this Indenture and to the Holders at their addresses appearing in the register
of Notes maintained by the Registrar within 15 days after it files them with the
Commission or such date as they would have been required to be filed with the
Commission if the Company were required to so file pursuant to the Exchange Act.

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

                  (c) For so long as any Notes remain outstanding, the Company
shall make available upon request, to any Holder, any holder of a beneficial
interest in a Note and, upon request of any Holder or any such holder, any
prospective purchaser of a Note or a beneficial interest therein, the
information required pursuant to Rule 144A(d)(4) under the Securities Act during
any period in which the Company is not subject to Section 13 or 15(d) of the
Exchange Act.

Section 4.03.     Waiver of Stay, Extension or Usury Laws.
                  ----------------------------------------

                  The Company covenants (to the extent that it may lawfully do
so) that it will not at any time insist upon, or plead (as a defense or
otherwise) or in any manner whatsoever claim or take the benefit or advantage
of, any stay or extension law or any usury law or other law which would prohibit
or forgive the Company from paying all or any portion of the principal of,
premium, if any, and/or interest on the Notes as contemplated herein, wherever
enacted, now or at any time hereafter in force, or which may affect the
covenants or the performance of this Indenture; and (to the extent that it may
lawfully do so) the Company hereby expressly waives all benefit or advantage of
any such law, and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.

Section 4.04.     Compliance Certificate.
                  -----------------------

                  (a) The Company shall deliver to the Trustee, within 100 days
after the end of each fiscal year and on or before 50 days after the end of the
first, second and third quarters of each fiscal year, an Officers' Certificate
stating that a review of the activities of the Company and its Subsidiaries
during such fiscal year or fiscal quarter, as the case may be, has been made
under the supervision of the signing officers with a view to determining whether
each has kept, observed, performed and fulfilled its obligations under this
Indenture and the Security Documents, and further stating, as to each such
Officer signing such certificate, that to the best of his or her knowledge each
has kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions hereof and thereof (or, if a Default or
Event of Default shall have occurred, describing all of such Defaults or Events
of Default of which he or she may have knowledge and what action each is taking
or proposes to take with respect thereto) and that to the best of his or her
knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Notes is
prohibited or if such event has occurred, a description of the event and what
action each is taking or proposes to take with respect thereto.


                                      -44-
<PAGE>


                  (b) So long as not contrary to the then current
recommendations of the American Institute of Certified Public Accountants, the
year-end financial statements delivered pursuant to Section 4.02 above shall be
accompanied by a written statement of the Company's independent certified public
accountants (who shall be a firm of established national reputation) that in
making the examination necessary for certification of such financial statements
nothing has come to their attention which would lead them to believe that the
Company has violated any provisions of this Article 4 or Article 5 of this
Indenture or, if any such violation has occurred, specifying the nature and
period of existence thereof, it being understood that such accountants shall not
be liable directly or indirectly for any failure to obtain knowledge of any such
violation.

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

Section 4.05.     Taxes.
                  ------

                  The Company shall, and shall cause each of its Subsidiaries
to, pay prior to delinquency all material taxes, assessments, and governmental
levies except as contested in good faith and by appropriate proceedings.

Section 4.06.     Limitation on Debt.
                  -------------------

                  (a) The Company shall not, and shall not permit any Restricted
Subsidiary to, incur, directly or indirectly, any Debt (including Acquired Debt)
other than Permitted Debt unless:

                  (1) after giving effect to the incurrence of such Debt and the
         application of the proceeds thereof, the ratio of total Debt to the
         Company's Consolidated EBITDA (determined on a pro forma basis for the
         last four full fiscal quarters for which financial statements are
         available at the date of determination) would be less than 7.0 to 1.0;
         provided that for purposes of calculating the ratio, Debt shall not
         include the Existing Preferred Stock; and provided further, however,
         that if the Debt which is the subject of a determination under this
         provision is Acquired Debt or Debt to be incurred in connection with
         the simultaneous acquisition of any Person, business, property or
         assets, then such ratio shall be determined by giving effect (on a pro
         forma basis, as if the transaction had occurred at the beginning of the
         four quarter period) to both the incurrence of the Acquired Debt or
         other Debt by the Company and the inclusion in the Company's
         Consolidated EBITDA of the Consolidated EBITDA of the acquired Person,
         business, property or assets; and

                  (2) no Default or Event of Default would occur as a
         consequence of such incurrence or be continuing following such
         incurrence.

                  (b) Notwithstanding anything to the contrary contained in this
Section 4.06,

                  (1) the Company shall not, and shall not permit any Subsidiary
         Guarantor to, incur any Debt pursuant to this Section 4.06 (other than
         Debt incurred under clause (1) of Section 4.06(a) or clause (j) or (k)
         of the definition of "Permitted Debt") if the proceeds thereof are
         used, directly or indirectly, to Refinance any Subordinated Obligations
         unless such Debt shall be subordinated to the Notes or the applicable
         Subsidiary Guarantee, as the case may be, to at least the same extent
         as such Subordinated Obligations;


                                      -45-
<PAGE>


                  (2) the Company shall not permit any Restricted Subsidiary
         that is not a Subsidiary Guarantor to incur any Debt pursuant to this
         Section 4.06 (other than Debt incurred under clause (1) of Section
         4.06(a)) if the proceeds thereof are used, directly or indirectly, to
         Refinance any Subordinated Obligations of the Company or any Subsidiary
         Guarantor;

                  (3) accrual of interest, accretion or amortization of original
         issue discount and the payment of interest or dividends in the form of
         additional Debt, will be deemed not to be an incurrence of Debt for
         purposes of this Section 4.06; and

                  (4) for purposes of determining compliance with this Section
         4.06, in the event that an item of Debt (including Acquired Debt) meets
         the criteria of more than one of the categories of Permitted Debt
         described in clauses (a) through (l) of such definition or is entitled
         to be incurred pursuant to clause (1) of Section 4.06(a), the Company
         will, in its sole discretion, classify (or later reclassify in whole or
         in part, in its sole discretion) such item of Debt in any manner that
         complies with this Section 4.06.

                  (c) The Company shall not, and shall not permit any Subsidiary
Guarantor to, incur, directly or indirectly, any Debt that is subordinate or
junior in right of payment to any Debt unless such Debt is expressly
subordinated in right of payment to the Notes or the Subsidiary Guarantee of
such Subsidiary Guarantor, as the case may be.

Section 4.07.     Limitation on Issuance or Sale of Capital Stock of Restricted
                  Subsidiaries.
                 ---------------------------------------------------------------

                  The Company shall not:

                  (a) sell, pledge, hypothecate or otherwise dispose of any
         shares of Capital Stock of a Restricted Subsidiary; or

                  (b) permit any Restricted Subsidiary to, directly or
         indirectly, issue or sell or otherwise dispose of any shares of its
         Capital Stock or the Capital Stock of another Restricted Subsidiary;

other than, in the case of either (a) or (b):

                  (1) directors' qualifying shares;

                  (2) to the Company or a Wholly Owned Restricted Subsidiary;

                  (3) Preferred Stock issued by a Restricted Subsidiary other
         than to the Company or a Restricted Subsidiary if the Company or such
         Restricted Subsidiary would be permitted to incur Debt under clause (1)
         of Section 4.06(a) in the principal amount of the aggregate liquidation
         value of the Preferred Stock to be issued; or

                  (4) a disposition of the Capital Stock of a Restricted
         Subsidiary; provided, however, that such disposition is effected in
         compliance with Section 4.10 or Section 4.12, as applicable.


                                      -46-
<PAGE>


Section 4.08.     Limitation on Restricted Payments.
                  ----------------------------------

                  (a) The Company shall not make, and shall not permit any
Restricted Subsidiary to make, directly or indirectly, any Restricted Payment if
at the time of, and after giving effect to, such proposed Restricted Payment:

                  (1) a Default or Event of Default shall have occurred and be
         continuing;

                  (2) the Company could not incur at least $1.00 of additional
         Debt pursuant to clause (1) of Section 4.06(a); or

                  (3) the aggregate amount of such Restricted Payment and all
         other Restricted Payments declared or made since the Issue Date (the
         amount of any Restricted Payment, if made other than in cash, to be
         based upon Fair Market Value) would exceed the sum of

                           (A) 100% of the Company's Cumulative Consolidated
                  EBITDA minus 1.4 times the Company's Cumulative Consolidated
                  Interest Expense, plus

                           (B) 100% of the aggregate net proceeds (after
                  deduction of fees, expenses, discounts and commissions
                  incurred in connection with issuance and sale) and the Fair
                  Market Value of securities or other Property received by the
                  Company from the issue or sale, after the Issue Date, of
                  Capital Stock (other than Disqualified Capital Stock of the
                  Company or Capital Stock of the Company issued to any
                  Restricted Subsidiary of the Company) of the Company or any
                  Debt or other securities of the Company convertible into or
                  exercisable or exchangeable for Capital Stock (other than
                  Disqualified Capital Stock) of the Company which have been so
                  converted or exercised or exchanged, as the case may be, plus

                           (C) $10.0 million.

                  (b) Notwithstanding the foregoing limitation, the Company may:

                  (1) pay dividends on its Capital Stock within 60 days of the
         declaration thereof if, on said declaration date, such dividends could
         have been paid in compliance with this Indenture; provided, however,
         that such dividend shall be included in the calculation of the amount
         of Restricted Payments;

                  (2) purchase, repurchase, redeem, legally defease, acquire or
         retire for value (x) Capital Stock of the Company or Subordinated
         Obligations in exchange for, or out of the proceeds of the
         substantially concurrent sale of, Capital Stock of the Company (other
         than Disqualified Capital Stock and other than Capital Stock issued or
         sold to a Subsidiary of the Company), and (y) Disqualified Capital
         Stock of the Company in exchange for, or out of the proceeds of the
         substantially concurrent sale of (other than to a Subsidiary of the
         Company) Disqualified Capital Stock of the Company that has a
         redemption date, and requires the payment of current dividends in cash,
         no earlier than the Disqualified Capital Stock being purchased,
         redeemed, or otherwise acquired or retired; provided, however, that

                           (A) such purchase, repurchase, redemption, legal
                  defeasance, acquisition or retirement shall be excluded in the
                  calculation of the amount of Restricted Payments and


                                      -47-
<PAGE>


                           (B) the Capital Stock Sale Proceeds from such
                  exchange or sale shall be excluded from the calculation
                  pursuant to clause (a)(3)(B) above;

                  (3) Repay any Subordinated Obligations in exchange for, or out
         of the proceeds of the substantially concurrent sale of, Refinancing
         Debt; provided, however, that such Repayment shall be excluded from the
         calculation of the amount of Restricted Payments;

                  (4) repurchase shares of, or options to purchase shares of,
         common stock of the Company or any of its Subsidiaries from current or
         former officers, directors or employees of the Company or any of its
         Subsidiaries (or permitted transferees of such current or former
         officers, directors or employees), pursuant to the terms of agreements
         (including employment agreements) or plans (or amendments thereto)
         approved by the Board of Directors under which such individuals
         purchase or sell, or are granted the option to purchase or sell, shares
         of such common stock; provided, however, that:

                           (A) the aggregate amount of such repurchases shall
                  not exceed $1.0 million in any calendar year and

                           (B) at the time of such repurchase, no other Default
                  or Event of Default shall have occurred and be continuing (or
                  result therefrom);

         provided further, however, that such repurchases shall be included in
         the calculation of the amount of Restricted Payments;

                  (5) purchase, repurchase, redeem, legally defease, acquire or
         retire for value outstanding Preferred Stock (or pay accrued cash
         dividends on such Preferred Stock) or Subordinated Obligations in
         exchange for, or out of, Available Basket Proceeds; provided, however,
         that such payment, purchase, repurchase, redemption, legal defeasance,
         acquisition or retirement shall be excluded from the calculation of the
         amount of Restricted Payments;

                  (6) as long as no Default or Event of Default has occurred and
         is continuing, pay cash dividends (not constituting a return of
         capital) on the Existing Preferred Stock under the terms related to the
         payment of dividends on the Existing Preferred Stock as in effect on
         the Issue Date and described under "Description of Material
         Indebtedness and Preferred Stock" in the Offering Memorandum; provided,
         however, that any cash dividends paid with respect to the Existing
         Preferred Stock shall reduce amounts otherwise available for Restricted
         Payments; and provided further, however, in no event shall any such
         cash dividend be paid at any time when the Company is permitted to pay
         a dividend on such stock otherwise than in cash, unless the Company
         would be required to pay such non-cash dividends at a rate higher than
         that applicable to cash dividends;

                  (7) pay dividends on Disqualified Capital Stock solely in
         additional shares of Disqualified Capital Stock;

                  (8) make Restricted Payments in the aggregate of $15.0
         million;

                  (9) make distributions or payments of Receivables Fees;

                  (10) Repay, at the scheduled date for any maturity, sinking
         fund or amortization or other installment payment, any Subordinated
         Obligations (other than Disqualified Capital Stock)


                                      -48-
<PAGE>


         (or Repay any Subordinated Obligation (other than Disqualified Capital
         Stock) in anticipation of satisfying a scheduled maturity, sinking fund
         or amortization or other installment payment on such Subordinated
         Obligations, in each case due within one year of the date of such
         Repayment); provided, however, that the Company has delivered to the
         Trustee an Officers' Certificate setting forth the Station Value on the
         Business Day immediately preceding the date of and after giving effect
         to such Repayment and a calculation demonstrating on such basis that
         the Station Value Coverage Ratio is at least 2.5 to 1.0; provided
         further, however, that such Repayment shall be excluded from the
         calculation of the amount of Restricted Payments; and

                  (11) purchase, repurchase, redeem, acquire or retire for value
         Preferred Stock in exchange for, or out of the proceeds of a
         substantially concurrent sale of, Subordinated Obligations in a
         Permitted Preferred Stock Refinancing; provided, however, that such
         purchase, repurchase, redemption, acquisition or retirement for value
         shall be excluded from the calculation of the amount of Restricted
         Payments.

                  For purposes of determining compliance with this Section 4.08,
if a Restricted Payment meets the criteria of more than one of the categories of
Restricted Payments permitted by clauses (1) through (11) of this Section
4.08(b), or is permitted to be made pursuant to Section 4.08(a), the Company
will, in its sole discretion, classify such Restricted Payment in any manner
that complies with this Section 4.08.

                  (c) Not later than the date of making any Restricted Payment,
the Company shall deliver to the Trustee an Officers' Certificate stating that
such Restricted Payment is permitted and setting forth the basis upon which the
calculations required by this Section 4.08 were computed, which calculations may
be based upon the Company's latest available financial statements, and that no
Default or Event of Default exists and is continuing and no Default or Event of
Default will occur immediately after giving effect to any Restricted Payments.

Section 4.09.     Limitation on Liens.
                  --------------------

                  The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, incur or suffer to exist any Lien (other
than Permitted Liens) upon any of its Property, whether owned at the Issue Date
or thereafter acquired, or any interest therein or any income or profits
therefrom.

Section 4.10.     Limitation on Asset Sales.
                  --------------------------

                  (a) The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, consummate any Asset Sale unless:

                  (1) the Company or such Restricted Subsidiary receives
         consideration at the time of such Asset Sale at least equal to the Fair
         Market Value of the Property subject to such Asset Sale (it being
         understood that any appraisal with respect to any Property shall not be
         conclusive evidence of the Fair Market Value thereof);

                  (2) at least 75% of the consideration paid to the Company or
         such Restricted Subsidiary in connection with such Asset Sale is in the
         form of cash or cash equivalents (other than as set forth in clause (3)
         below) or the assumption by the purchaser of liabilities of the Company
         or any Restricted Subsidiary (other than Subordinated Obligations) as a
         result of which the Company and the Restricted Subsidiaries are no
         longer obligated with respect to such liabilities;


                                      -49-
<PAGE>


                  (3) notwithstanding clause (2) above, the Company may exchange
         all or substantially all of the assets of one or more media properties
         operated by the Company, including by way of the transfer of Capital
         Stock, for all or substantially all of the assets, including by way of
         Capital Stock, constituting one or more media properties operated by
         another Person; provided that (x) not less than 75% of the
         consideration received by the Company in the exchange is in the form of
         cash or cash equivalents considering, for this purpose only, the media
         properties, valued at their Fair Market Value, as cash equivalents and
         (y) to the extent that the Property disposed of constituted Collateral
         then subject to the Lien of the Security Documents, the Property
         acquired by the Company in such transaction shall be made subject to
         the Lien of the Security Documents; and

                  (4) the Company delivers an Officers' Certificate to the
         Trustee certifying that such Asset Sale complies with the foregoing
         clauses (1), (2) and, if applicable, (3).

                  (b) The Net Available Cash (or any portion thereof) from Asset
Sales may be applied by the Company or a Subsidiary Guarantor, to the extent the
Company or such Subsidiary Guarantor elects (or is required by the terms of any
Debt) to reinvest in Additional Assets (including by means of an Investment in
Additional Assets by a Subsidiary Guarantor with Net Available Cash received by
the Company or another Restricted Subsidiary); provided that such Additional
Assets shall be made subject to the Lien of the Security Documents to the same
extent as the Property subject to such Asset Sale.

                  (c) Any Net Available Cash from an Asset Sale (other than Net
Available Cash from an Excluded Asset Sale or that has been designated as
Available Basket Proceeds in accordance with Section 4.22) not applied in
accordance with Section 4.10(b) within 270 days from the date of the receipt of
such Net Available Cash or allocated for investment in identified Additional
Assets in respect of a project that shall have been commenced, and for which
binding contractual commitments have been entered into, prior to the end of such
270-day period and that shall not have been completed or abandoned shall
constitute "Excess Proceeds"; provided, however, that the amount of any Net
Available Cash that ceases to be so allocated as contemplated above and any Net
Available Cash that is allocated in respect of a project that is abandoned or
completed shall also constitute "Excess Proceeds" at the time any such Net
Available Cash ceases to be so allocated or at the time the relevant project is
so abandoned or completed, as applicable; provided further, however, that the
amount of any Net Available Cash that continues to be allocated for investment
and that is not actually reinvested within 24 months from the date of the
receipt of such Net Available Cash shall also constitute "Excess Proceeds."

                  (d) When the aggregate amount of Excess Proceeds exceeds $10.0
million, the Company will be required to make an offer to purchase (the
"Prepayment Offer") the Notes, which offer shall be in the amount of the Excess
Proceeds, on a pro rata basis according to principal amount, at a purchase price
equal to 100% of the principal amount thereof, plus accrued and unpaid interest,
if any, to the purchase date (subject to the right of Holders on the relevant
record date to receive interest due on the relevant Interest Payment Date), in
accordance with the procedures (including prorating in the event of
oversubscription) set forth in Article 3. To the extent that any portion of the
amount of Excess Proceeds remains after compliance with the preceding sentence
and provided that all Holders of Notes have been given the opportunity to tender
their Notes for purchase pursuant to such Prepayment Offer, the Company or such
Restricted Subsidiary may use such remaining amount for any purpose not
otherwise prohibited by this Indenture and the Security Documents, and the
amount of Excess Proceeds shall be reset to zero.

                  (e) Notwithstanding the foregoing, any Asset Sale of a
Principal Station shall not be subject to the foregoing requirements and shall
instead be governed by Section 4.12.


                                      -50-
<PAGE>


                  (f) Promptly, and in any event within 30 days after the
Company is obligated to make a Prepayment Offer pursuant to Section 4.10(d), the
Company shall send a written notice, by first-class mail, to the Holders of
Notes, accompanied by such information regarding the Company and its
Subsidiaries as the Company in good faith believes will enable such Holders to
make an informed decision with respect to such Prepayment Offer. Such notice
shall state, among other things, the purchase price and the purchase date, which
shall be, subject to any contrary requirements of applicable law, a Business Day
no earlier than 30 days nor later than 60 days from the date such notice is
mailed.

                  (g) The Company will 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 repurchase of Notes pursuant to this
Section 4.10. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Section 4.10, the Company will
comply with the applicable securities laws and regulations and will be deemed
not to have breached its obligations under this Section 4.10 by virtue thereof.

                  (h) On or before the purchase date, the Company shall, to the
extent lawful, accept for payment, on a pro rata basis to the extent necessary,
Notes or portions thereof tendered pursuant to the Prepayment Offer, deposit
with the Paying Agent U.S. legal tender sufficient to pay the purchase price
plus accrued interest on the Notes to be purchased and deliver to the Trustee an
Officers' Certificate stating that such securities or portions thereof were
accepted for payment by the Company in accordance with the terms of this Section
4.10. The Paying Agent shall promptly (but in any case not later than 5 days
after the purchase date) mail or deliver to each tendering Holder an amount
equal to the purchase price of the Note tendered by such Holder and accepted by
the Company for purchase, and the Company shall promptly issue a new Note, and
the Trustee shall authenticate and mail or make available for delivery such new
Note to such Holder equal in principal amount to any unpurchased portion of the
Note surrendered. Any Note not so accepted shall be promptly mailed or delivered
by the Company to the Holder thereof. The Company will publicly announce the
results of the Prepayment Offer on the purchase date.

Section 4.11.     Limitation on Transactions with Affiliates.
                  -------------------------------------------

                  (a) The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, conduct any business or enter into or
suffer to exist any transaction or series of transactions (including the
purchase, sale, transfer, assignment, lease, conveyance or exchange of any
Property or the rendering of any service) with, or for the benefit of, any
Affiliate of the Company (an "Affiliate Transaction"), unless:

                  (1) the terms of such Affiliate Transaction are

                           (A) fair and reasonable to the Company or such
                  Restricted Subsidiary, as the case may be, and

                           (B) no less favorable to the Company or such
                  Restricted Subsidiary, as the case may be, than those that
                  could be obtained in a comparable arm's-length transaction
                  with a Person that is not an Affiliate of the Company;

                  (2) if such Affiliate Transaction involves aggregate payments
         or value in excess of $1.0 million, the Company obtains and promptly
         delivers to the Trustee a resolution of its Board of Directors
         (including a majority of the disinterested members of the Board of
         Directors)


                                      -51-
<PAGE>


         approving such Affiliate Transaction and certifying that, in its good
         faith judgment, such Affiliate Transaction complies with clauses
         (a)(1)(A) and (a)(1)(B) above; and

                  (3) if such Affiliate Transaction involves aggregate payments
         or value in excess of $5.0 million, the Company obtains a written
         opinion from an Independent Financial Advisor that the transaction is
         fair to the Company and the Restricted Subsidiaries.

                  (b) Without regard to the foregoing limitations, the Company
or any Restricted Subsidiary may enter into or suffer to exist the following:

                  (1) any transaction or series of transactions between the
         Company and one or more Restricted Subsidiaries or between two or more
         Restricted Subsidiaries in the ordinary course of business; provided
         that no more than 5% of the total voting power of the Voting Stock (on
         a fully diluted basis) of any such Restricted Subsidiary is owned by an
         Affiliate of the Company (other than a Restricted Subsidiary);

                  (2) any Restricted Payment permitted to be made pursuant to
         Section 4.08 or any Permitted Investment;

                  (3) any transaction, including compensation and employee
         benefit arrangements, with an officer or director of the Company or any
         of the Restricted Subsidiaries in his or her capacity as an officer or
         director, so long as the Board of Directors in good faith shall have
         approved the terms thereof;

                  (4) loans and advances to employees made in the ordinary
         course of business and consistent with the past practices of the
         Company or such Restricted Subsidiary, as the case may be; provided
         that such loans and advances do not exceed $1.0 million to any one
         employee and $5.0 million in the aggregate at any one time outstanding;

                  (5) agreements in effect on the Issue Date and any
         modifications, extensions or renewals thereto that are no less
         favorable to the Company or any Restricted Subsidiary than such
         agreement as in effect on the Issue Date; and

                  (6) sales of accounts receivable, or participations therein,
         in connection with any Receivables Facility.

Section 4.12.     Limitation on Asset Sales of Principal Stations.
                  ------------------------------------------------

                  (a) The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, consummate any Asset Sale involving a
material portion of the assets of a Principal Station or any portion of the
Capital Stock of any Restricted Subsidiary that holds an FCC License with
respect to a Principal Station unless:

                  (1) the Company or such Restricted Subsidiary receives
         consideration at the time of such Asset Sale at least equal to the Fair
         Market Value of the Property subject to such Asset Sale and the Company
         obtains a written opinion from an Independent Financial Advisor that
         such Asset Sale is fair to the Company or such Restricted Subsidiary,
         as the case may be (it being understood that any appraisal with respect
         to any Property shall not be conclusive evidence of the Fair Market
         Value thereof);


                                      -52-
<PAGE>


                  (2) at least 75% of the consideration paid to the Company or
         such Restricted Subsidiary in connection with such Asset Sale is in the
         form of cash or cash equivalents or the assumption by the purchaser of
         liabilities of the Company or any Restricted Subsidiary (other than
         Subordinated Obligations) as a result of which the Company and the
         Restricted Subsidiaries are no longer obligated with respect to such
         liabilities; and

                  (3) the Company delivers an Officers' Certificate to the
         Trustee certifying that such Asset Sale complies with clauses (1) and
         (2) above.

                  (b) Promptly, and in any event within 30 days following the
receipt by the Company or any Restricted Subsidiary of any Net Available Cash
from an Asset Sale subject to Section 4.12(a), the Company shall make an offer
to purchase (the "Principal Station Prepayment Offer") the Notes, which offer
shall be in the amount of the Net Available Cash from such Asset Sale that is
attributable to Property used in a Principal Station or Capital Stock of a
Restricted Subsidiary that holds an FCC License with respect to a Principal
Station, on a pro rata basis according to principal amount, at a purchase price
equal to the price applicable to redemptions pursuant to paragraph 6 of the
Notes as of the date of such Principal Station Prepayment Offer (subject to the
right of Holders of record on the relevant record date to receive interest due
on the relevant Interest Payment Date), in accordance with the procedures
(including prorating in the event of oversubscription) set forth in Article 3.
To the extent that any portion of the amount of such Net Available Cash remains
after compliance with the preceding sentence and provided that all Holders of
Notes have been given the opportunity to tender their Notes for purchase
pursuant to such Principal Station Prepayment Offer, the Company or such
Restricted Subsidiary may use such remaining amount for any purpose not
otherwise prohibited by this Indenture and the Security Documents.

                  (c) In connection with any Principal Station Prepayment Offer,
the Company shall send a written notice, by first-class mail, to the Holders of
Notes, accompanied by such information regarding the Company and its
Subsidiaries as the Company in good faith believes will enable such Holders to
make an informed decision with respect to such Principal Station Prepayment
Offer. Such notice shall state, among other things, the purchase price and the
purchase date, which shall be, subject to any contrary requirements of
applicable law, a Business Day no earlier than 30 days nor later than 60 days
from the date such notice is mailed.

                  (d) The Company will 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 repurchase of Notes pursuant to this
Section 4.12. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Section 4.12, the Company will
comply with the applicable securities laws and regulations and will be deemed
not to have breached its obligations under this Section 4.12 by virtue thereof.

                  (e) On or before the purchase date, the Company shall, to the
extent lawful, accept for payment, on a pro rata basis to the extent necessary,
Notes or portions thereof tendered pursuant to the Principal Station Prepayment
Offer, deposit with the Paying Agent U.S. legal tender sufficient to pay the
purchase price plus accrued interest on the Notes to be purchased and deliver to
the Trustee an Officers' Certificate stating that such securities or portions
thereof were accepted for payment by the Company in accordance with the terms of
this Section 4.12. The Paying Agent shall promptly (but in any case not later
than 5 days after the purchase date) mail or deliver to each tendering Holder an
amount equal to the purchase price of the Note tendered by such Holder and
accepted by the Company for purchase, and the Company shall promptly issue a new
Note, and the Trustee shall authenticate and mail or make available for delivery
such new Note to such Holder, equal in principal amount to any


                                      -53-
<PAGE>


unpurchased portion of the Note surrendered. Any Note not so accepted shall be
promptly mailed or delivered by the Company to the Holder thereof. The Company
will publicly announce the results of the Principal Station Prepayment Offer on
the purchase date.

Section 4.13.     Designation of Restricted and Unrestricted Subsidiaries.
                  --------------------------------------------------------

                  (a) The Board of Directors may designate any Subsidiary of the
Company to be an Unrestricted Subsidiary if:

                  (1) the Subsidiary to be so designated does not own any
         Capital Stock or Debt of, or own or hold any Lien on any Property of,
         the Company or any other Restricted Subsidiary; and

                  (2) either:

                           (A) the Subsidiary to be so designated has total
                  assets of $1,000 or less or

                           (B) such designation is effective immediately upon
                  such entity becoming a Subsidiary of the Company.

Unless designated as an Unrestricted Subsidiary in accordance with paragraph
(a)(2)(B) above, any Person that becomes a Subsidiary of the Company will be
classified as a Restricted Subsidiary.

                  (b) Except as provided in paragraph (a) above, no Restricted
Subsidiary may be redesignated as an Unrestricted Subsidiary. In addition,
neither the Company nor any Restricted Subsidiary shall at any time be directly
or indirectly liable for any Debt that provides that the holder thereof may
(with the passage of time or notice or both) declare a default thereon or cause
the payment thereof to be accelerated or payable prior to its Stated Maturity
upon the occurrence of a default with respect to any Debt, Lien or other
obligation of any Unrestricted Subsidiary (including any right to take
enforcement action against such Unrestricted Subsidiary). Upon designation of a
Restricted Subsidiary as an Unrestricted Subsidiary in compliance with Section
4.13(a), such Restricted Subsidiary shall, by execution and delivery of a
supplemental indenture in form satisfactory to the Trustee, be released from any
Subsidiary Guarantee previously made by such Restricted Subsidiary.

                  (c) The Board of Directors may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary if, immediately after giving pro forma
effect to such designation,

                  (1) the Company could incur at least $1.00 of additional Debt
         pursuant to clause (1) of Section 4.06(a) and

                  (2) no Default or Event of Default shall have occurred and be
         continuing or would result therefrom.

                  (d) Any such designation or redesignation by the Board of
Directors will be evidenced to the Trustee by filing with the Trustee a Board
Resolution giving effect to such designation or redesignation and an Officers'
Certificate that

                  (1) certifies that such designation or redesignation complies
         with the foregoing provisions and

                  (2) gives the effective date of such designation or
         redesignation,


                                      -54-
<PAGE>


such filing with the Trustee to occur within 45 days after the end of the fiscal
quarter of the Company in which such designation or redesignation is made (or,
in the case of a designation or redesignation made during the last fiscal
quarter of the Company's fiscal year, within 90 days after the end of such
fiscal year).

Section 4.14.     Future Subsidiary Guarantors.
                  -----------------------------

                  The Company shall cause each Person that becomes a Domestic
Restricted Subsidiary following the Issue Date and any other entity that
guarantees any Debt of the Company or any of its Domestic Restricted
Subsidiaries to execute and deliver to the Trustee a supplemental indenture in
form acceptable to the Trustee and a supplement to the Security Agreement (and
any other applicable Security Documents) pursuant to which such Domestic
Restricted Subsidiary shall guarantee the payment and performance of the
Company's obligations under the Guaranteed Amount of Notes and grant a security
interest in all Property owned by it of the type constituting Collateral at the
time such Person becomes a Domestic Restricted Subsidiary or guarantees any such
Debt.

Section 4.15.     Limitation on Restrictions on Distributions from Restricted
                  Subsidiaries.
                  -----------------------------------------------------------

                  (a) The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, create or otherwise cause or suffer to
exist any consensual restriction on the right of any Restricted Subsidiary to:

                  (1) pay dividends, in cash or otherwise, or make any other
         distributions on or in respect of its Capital Stock, or pay any Debt or
         other obligation owed, to the Company or any other Restricted
         Subsidiary;

                  (2) make any loans or advances to the Company or any other
         Restricted Subsidiary; or

                  (3) transfer any of its Property to the Company or any other
         Restricted Subsidiary.

                  (b) The foregoing limitations will not apply:

                  (1) with respect to clauses (1), (2) and (3) of paragraph (a),
         to restrictions

                           (A) in effect on the Issue Date,

                           (B) relating to Debt of a Restricted Subsidiary and
                  existing at the time it became a Restricted Subsidiary if such
                  restriction was not created in connection with or in
                  anticipation of the transaction or series of transactions
                  pursuant to which such Restricted Subsidiary became a
                  Restricted Subsidiary or was acquired by the Company,

                           (C) created in connection with any Receivables
                  Facility that, in the good faith determination of the Board of
                  Directors of the Company, are necessary or advisable to effect
                  such Receivables Facility, or

                           (D) that result from the Refinancing of Debt incurred
                  pursuant to an agreement referred to in clause (1)(A) or (B)
                  above or in clause (2)(A) or (B) below, provided such
                  restriction is no less favorable to the Holders of Notes than
                  those under the agreement evidencing the Debt so Refinanced;
                  and


                                      -55-
<PAGE>


                  (2) with respect to clause (a)(3) only, to restrictions

                           (A) relating to Debt that is permitted to be incurred
                  and secured pursuant to Sections 4.06 and 4.09 that limit the
                  right of the debtor to dispose of the Property securing such
                  Debt,

                           (B) encumbering Property at the time such Property
                  was acquired by the Company or any Restricted Subsidiary, so
                  long as such restriction relates solely to the Property so
                  acquired and was not created in connection with or in
                  anticipation of such acquisition,

                           (C) resulting from customary provisions restricting
                  subletting or assignment of leases or customary provisions in
                  other agreements that restrict assignment of such agreements
                  or rights thereunder or

                           (D) customarily contained in asset sale agreements
                  limiting the transfer of such Property pending the closing of
                  such sale.

Section 4.16.     Payments for Consent.
                  ---------------------

                  Neither the Company nor any of its Subsidiaries shall,
directly or indirectly, pay or cause to be paid any consideration, whether by
way of interest, fee or otherwise, to any Holder of any Notes for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of this Indenture, the Security Documents or the Notes unless such consideration
is offered to be paid or agreed to be paid to all Holders of the Notes which so
consent, waive or agree to amend in the time frame set forth in solicitation
documents relating to such consent, waiver or agreement.

Section 4.17.     Corporate Existence.
                  --------------------

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

Section 4.18.     Change of Control.
                  ------------------

                  (a) Upon the occurrence of a Change of Control, each Holder of
Notes shall have the right to require the Company to repurchase all or any part
of such Holder's Notes pursuant to the offer described below (the "Change of
Control Offer") at a purchase price (the "Change of Control Purchase Price")
equal to (a) at any time prior to January 15, 2006, 101% of the principal amount
thereof, and (b) at any time thereafter, 100% of the principal amount thereof,
in each case, plus accrued and unpaid interest, to the purchase date (subject to
the right of Holders of record on the relevant record date to receive interest
due on the relevant Interest Payment Date).


                                      -56-
<PAGE>


                  (b) Within 30 days following any Change of Control, the
Company shall:

                  (1) cause a notice of the Change of Control Offer to be sent
         at least once to the Dow Jones News Service or another similar business
         news service in the United States; and

                  (2) send, by first-class mail, with a copy to the Trustee, to
         each Holder of Notes, at such Holder's address appearing in the
         register of Notes maintained by the Registrar, a notice stating:

                           (A) that a Change of Control has occurred and a
                  Change of Control Offer is being made pursuant to this Section
                  4.18 and that all Notes timely tendered will be accepted for
                  payment;

                           (B) the Change of Control Purchase Price and the
                  purchase date, which shall be, subject to any contrary
                  requirements of applicable law, a Business Day no earlier than
                  30 days nor later than 60 days from the date such notice is
                  mailed;

                           (C) the circumstances and relevant facts regarding
                  the Change of Control (including information with respect to
                  pro forma historical income, cash flow and capitalization
                  after giving effect to the Change of Control); and

                           (D) the procedures that Holders of Notes must follow
                  in order to tender their Notes (or portions thereof) for
                  payment, and the procedures that Holders of Notes must follow
                  in order to withdraw an election to tender Notes (or portions
                  thereof) for payment.

                  (c) On the purchase date, the Company shall to the extent
lawful (i) accept for payment Notes or portions thereof tendered pursuant to the
Change of Control Offer, (ii) deposit with the Paying Agent money sufficient to
pay the purchase price of all Notes or portions thereof so tendered and (iii)
deliver or cause to be delivered to the Trustee Notes so accepted together with
an Officers' Certificate stating the Notes or portions thereof tendered to the
Company. The Paying Agent shall promptly mail to each Holder of Notes so
accepted payment in an amount equal to the purchase price for such Notes, and
the Company shall execute and issue, and the Trustee shall promptly authenticate
and mail to such Holder, a Note equal in principal amount to any unpurchased
portion of the Notes surrendered; provided that each such Note shall be issued
in an original principal amount in denominations of $1,000 and integral
multiples thereof.

                  (d) The Company will 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 repurchase of Notes pursuant to a
Change of Control Offer. To the extent that the provisions of any securities
laws or regulations conflict with the provisions of this Section 4.18, the
Company will comply with the applicable securities laws and regulations and will
be deemed not to have breached its obligations under this Section 4.18 by virtue
of such compliance.

Section 4.19.     Maintenance of Office or Agency.
                  --------------------------------

                  The Company shall maintain an office or agency where Notes may
be surrendered for registration of transfer or exchange or for presentation for
payment and where notices and demands to or upon the Company in respect of the
Notes and this Indenture may be served. The Company shall give prompt written
notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Company shall fail to maintain any such
required office or agency or shall fail


                                      -57-
<PAGE>


to furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the address of the Trustee as set
forth in Section 12.02.

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

                  The Company hereby initially designates the Corporate Trust
Office of the Trustee set forth in Section 12.02 as such office of the Company.

Section 4.20.     Delivery of Station Appraisals.
                  -------------------------------

                  The Company shall deliver to the Trustee no later than
December 31, 2004 and thereafter no later than the date that is 12 months after
the date on which the previous Station Appraisal was delivered to the Trustee, a
Station Appraisal, dated as of a date not more than five Business Days prior to
the date of such delivery. Except as set forth in the next sentence, each
Station Appraisal shall be treated as confidential by the Trustee and may not,
without the Company's prior written consent, be made available to any third
party, including any Holder of Notes. If an Event of Default shall have occurred
and be continuing, upon request of any Holder, the Trustee shall furnish to such
Holder the most recent Station Appraisal received by it pursuant to this Section
4.20; provided that such Holder shall have agreed in writing in form and
substance reasonably satisfactory to the Company that such Holder shall maintain
the confidentiality of such Station Appraisal except as required by law or
compulsory judicial process.

Section 4.21.     Maintenance of Station Value Coverage Ratio.
                  --------------------------------------------

                  The Company shall deliver an Officers' Certificate to the
Trustee on each January 15, April 15, July 15 and October 15, commencing April
15, 2004, setting forth a calculation of the Station Value Coverage Ratio as of
the last day of the immediately preceding fiscal quarter (each such day being
referred to as a "Test Date"). In the event that the Station Value Coverage
Ratio as of any Test Date is less than 2.5 to 1.0, the Company shall redeem
Notes pursuant to, and at the redemption prices provided for in, paragraph 6 of
the Notes or repurchase Notes in market transactions, on or prior to the 270th
day after the applicable Test Date, in an amount such that, after giving effect
to such redemptions or repurchases within such 270-day period, the Station Value
Coverage Ratio, as set forth in an Officers' Certificate delivered to the
Trustee, on any date within such 270-day period is at least 2.5 to 1.0; provided
that, if the Station Value Coverage Ratio as of any date within such 270-day
period, as set forth in an Officers' Certificate delivered to the Trustee, is at
least 2.5 to 1.0 by reason of the completion of any acquisitions of Owned
Television Stations, the Company will cease to be required to redeem or
repurchase Notes by reason of the previously delivered Officers' Certificate
setting forth a Station Value Coverage Ratio of less than 2.5 to 1.0. The
Company shall comply with the provisions of Article III in connection with any
redemption pursuant to paragraph 6 of the Notes.

Section 4.22.     Designation of Net Available Cash from an Asset Sale as
                  Available Basket Proceeds upon Satisfaction of Station Value
                  Coverage Requirements.
                  ------------------------------------------------------------

                  The Company may designate all or any part of the Net Available
Cash from any Asset Sale (other than an Asset Sale that is subject to Section
4.12 without regard to whether such Net Available Cash had previously been used
to make a Principal Station Prepayment Offer) as "Available Basket Proceeds" at
any time within 270 days from the date of receipt of such Net Available Cash if
(a) the Company shall have delivered to the Trustee an Officers' Certificate
setting forth the Station Value and a


                                      -58-
<PAGE>


calculation demonstrating that on the date of such designation and after giving
effect to the related Asset Sale, (i) the Station Value Coverage Ratio is at
least 4.0 to 1.0 and (ii) the Restricted License Subsidiary Coverage Ratio is at
least 3.0 to 1.0 and (b) on the date of such designation, the Company (i)
applies, (ii) issues an irrevocable notice of redemption requiring the Company
within 60 days to apply or (iii) makes an unconditional offer to purchase
Subordinated Obligations or Preferred Stock within 60 days, which if accepted
would require the Company to apply, such designated amount to make a Restricted
Payment pursuant to Section 4.08(b)(5). Notwithstanding the foregoing, any Net
Available Cash which has been designated as Available Basket Proceeds but has
not been used to make a Restricted Payment pursuant to Section 4.08(b)(5) within
270 days from the date of receipt of the Net Available Cash constituting such
Available Basket Proceeds, shall constitute Excess Proceeds and shall be applied
in accordance with Section 4.10(d).

Section 4.23.     Events of Loss.
                  ---------------

                  (a) If an Event of Loss occurs with respect to any Collateral
with a Fair Market Value (or replacement cost, if greater) in excess of $5.0
million, the Company or the affected Subsidiary Guarantor, as the case may be,
may apply any Net Loss Proceeds from such Event of Loss to the rebuilding,
repair, replacement or construction of improvements to the affected Property
(the "Subject Property"), with no concurrent obligation to make any purchase of
any Notes if the Company delivers to the Trustee within 90 days of such Event of
Loss:

                  (1) a written opinion from a reputable contractor that the
         Subject Property can be rebuilt, repaired, replaced or constructed and
         operating within 365 days from the date of such opinion; and

                  (2) an Officers' Certificate certifying that the Company or
         the affected Subsidiary Guarantor has available from Net Loss Proceeds
         (including amounts collectible from the applicable insurance carrier)
         or other sources sufficient funds to complete the rebuilding, repair,
         replacement or construction described in clause (1) above.

                  (b) Any Net Loss Proceeds that are not reinvested or not
permitted to be reinvested as provided in the first sentence of this Section
4.23 will be deemed "Excess Loss Proceeds." Within ten days following the date
that the aggregate amount of Excess Loss Proceeds received by the Company or the
applicable Subsidiary Guarantor exceeds $10.0 million, the Company will make an
offer, on a pro rata basis (an "Event of Loss Offer"), to all Holders of Notes
to purchase the maximum principal amount of Notes that may be purchased out of
the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be
equal to 100% of the principal amount plus accrued and unpaid interest to the
purchase date (subject to the right of Holders of record on the relevant record
date to receive interest due on the relevant Interest Payment Date), in
accordance with the procedures (including prorating in the event of
oversubscription) set forth in Article 3. If any Excess Loss Proceeds remain
after consummation of any purchase contemplated by an Event of Loss Offer, the
Company may use such Excess Loss Proceeds for any purpose not otherwise
prohibited by this Indenture and the Security Documents. Upon completion of any
such Event of Loss Offer, the amount of Excess Loss Proceeds shall be reset to
zero.

                  (c) In connection with any Event of Loss Offer, the Company
shall send a written notice, by first-class mail, to the Holders of Notes,
accompanied by such information regarding the Company and its Subsidiaries as
the Company in good faith believes will enable such Holders to make an informed
decision with respect to such Event of Loss Offer. Such notice shall state,
among other things, the purchase price and the purchase date, which shall be,
subject to any contrary requirements of


                                      -59-
<PAGE>


applicable law, a Business Day no earlier than 30 days nor later than 60 days
from the date such notice is mailed.

                  (d) The Company will 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 repurchase of Notes pursuant to this
Section 4.23. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Section 4.23, the Company will
comply with the applicable securities laws and regulations and will be deemed
not to have breached its obligations under this Section 4.23 by virtue thereof.

                  (e) On or before the purchase date, the Company shall, to the
extent lawful, accept for payment, on a pro rata basis to the extent necessary,
Notes or portions thereof tendered pursuant to the Event of Loss Offer, deposit
with the Paying Agent U.S. legal tender sufficient to pay the purchase price
plus accrued interest, if any, on the Notes to be purchased and deliver to the
Trustee an Officers' Certificate stating that such securities or portions
thereof were accepted for payment by the Company in accordance with the terms of
this Section 4.23. The Paying Agent shall promptly (but in any case not later
than five days after the purchase date) mail or deliver to each tendering Holder
an amount equal to the purchase price of the Note tendered by such Holder and
accepted by the Company for purchase, and the Company shall promptly issue a new
Note, and the Trustee shall authenticate and mail or make available for delivery
such new Note to such Holder equal in principal amount to any unpurchased
portion of the Note surrendered. Any Note not so accepted shall be promptly
mailed or delivered by the Company to the Holder thereof.

Section 4.24.     Maintenance of Insurance.
                  -------------------------

                  The Company shall (i) maintain and cause to be maintained for
each of its Restricted Subsidiaries, insurance with responsible and reputable
insurance companies or associations in such amounts and covering such risks as
is usually carried by a business of the size and character of the Company and
its Restricted Subsidiaries and, in any event, all insurance required by the
Security Documents, and (ii) cause all insurance maintained with respect to any
Collateral to name the Trustee, for its benefit and for the benefit of Holders
of Notes, as additional insured or loss payee, as appropriate.

Section 4.25.     Certain Matters in Connection with FCC Licenses.
                  ------------------------------------------------

                  The Company shall maintain direct ownership of all of the
Capital Stock of the Restricted License Subsidiary. If, following the Issue
Date, the Company or any of its Restricted Subsidiaries obtains any FCC License,
the Company shall cause such FCC License to be held by a License Subsidiary
unless the Board of Directors shall have determined that doing so would be
impracticable.

Section 4.26.     Designated Senior Debt.
                  -----------------------

                  The Notes are hereby designated as "Designated Senior Debt"
and the Subsidiary Guarantees as "Guarantor Senior Debt" under each class of the
Company's existing and future Subordinated Obligations. At all times prior to
the repayment in full of all Obligations in respect of the Notes, the Company
shall cause the Notes to be "Designated Senior Debt" and the Subsidiary
Guarantees to be "Guarantor Senior Debt" under each class of the Company's
existing and future Subordinated Obligations.


                                      -60-
<PAGE>


                                   ARTICLE 5

                              SUCCESSOR CORPORATION


Section 5.01.     Limitation on Consolidation, Merger and Sale of Property.
                  ---------------------------------------------------------

                  (a) The Company shall not merge, consolidate or amalgamate
with or into any other Person (other than a merger of a Wholly Owned Restricted
Subsidiary into the Company) or sell, transfer, assign, lease, convey or
otherwise dispose of all or substantially all its Property in any one
transaction or series of transactions unless:

                  (1) the Company shall be the surviving Person in such merger,
         consolidation or amalgamation, or the surviving person (if other than
         the Company) formed by such merger, consolidation or amalgamation or to
         which such sale, transfer, assignment, lease, conveyance or disposition
         is made (the "Surviving Person") shall be a corporation organized and
         existing under the laws of the United States of America, any State
         thereof or the District of Columbia;

                  (2) the Surviving Person expressly assumes, by supplemental
         indenture in form satisfactory to the Trustee, executed and delivered
         to the Trustee by such Surviving Person, the due and punctual payment
         of the principal of, and premium, if any, and interest on, all the
         Notes, according to their tenor, and the due and punctual performance
         and observance of all the covenants and conditions of this Indenture to
         be performed by the Company;

                  (3) in the case of a sale, transfer, assignment, lease,
         conveyance or other disposition of all or substantially all the
         Property of the Company, such Property shall have been transferred as
         an entirety or virtually as an entirety to one Person;

                  (4) immediately before and after giving effect to such
         transaction or series of transactions on a pro forma basis (and
         treating, for purposes of this clause (4) and clauses (5) and (6)
         below, any Debt that becomes, or is anticipated to become, an
         obligation of the Surviving Person or any Restricted Subsidiary as a
         result of such transaction or series of transactions as having been
         incurred by the Surviving Person or such Restricted Subsidiary at the
         time of such transaction or series of transactions), no Default or
         Event of Default shall have occurred and be continuing;

                  (5) immediately after giving effect to such transaction or
         series of transactions on a pro forma basis, the Company or the
         Surviving Person, as the case may be, would be able to incur at least
         $1.00 of additional Debt under clause (1) of Section 4.06(a);

                  (6) the Company or the surviving Person shall deliver, or
         cause to be delivered, to the Trustee, in form and substance reasonably
         satisfactory to the Trustee, an Officers' Certificate and an Opinion of
         Counsel, each stating that such transaction and the supplemental
         indenture, if any, in respect thereto comply with this Section 5.01 and
         that all conditions precedent provided for in this Indenture relating
         to such transaction have been satisfied; and

                  (7) the Company or the Surviving Person shall comply with
         clause (e) of this Section 5.01.


                                      -61-
<PAGE>


                  (b) The Company shall not permit any Subsidiary Guarantor to
merge, consolidate or amalgamate with or into any other Person (other than a
merger of a Wholly Owned Restricted Subsidiary into the Company or any such
Subsidiary Guarantor) or sell, transfer, assign, lease, convey or otherwise
dispose of all or substantially all its Property in any one transaction or
series of transactions unless:

                  (1) the Surviving Person (if not such Subsidiary Guarantor)
         formed by such merger, consolidation or amalgamation or to which such
         sale, transfer, assignment, lease, conveyance or disposition is made
         shall be a corporation organized and existing under the laws of the
         United States of America, any State thereof or the District of
         Columbia;

                  (2) the Surviving Person (if other than such Subsidiary
         Guarantor) expressly assumes, by supplemental indenture in form
         satisfactory to the Trustee, executed and delivered to the Trustee by
         such Surviving Person, the due and punctual performance and observance
         of all the obligations of such Subsidiary Guarantor under its
         Subsidiary Guarantee;

                  (3) in the case of a sale, transfer, assignment, lease,
         conveyance or other disposition of all or substantially all the
         Property of such Subsidiary Guarantor, such Property shall have been
         transferred as an entirety or virtually as an entirety to one Person;

                  (4) immediately before and after giving effect to such
         transaction or series of transactions on a pro forma basis (and
         treating, for purposes of this clause (4) and clause (5) below, any
         Debt that becomes, or is anticipated to become, an obligation of the
         Surviving Person, the Company or any Restricted Subsidiary as a result
         of such transaction or series of transactions as having been incurred
         by the Surviving Person, the Company or such Restricted Subsidiary at
         the time of such transaction or series of transactions), no Default or
         Event of Default shall have occurred and be continuing;

                  (5) the Company shall deliver, or cause to be delivered, to
         the Trustee, in form and substance reasonably satisfactory to the
         Trustee, an Officers' Certificate and an Opinion of Counsel, each
         stating that such transaction and such Subsidiary Guarantee, if any, in
         respect thereto comply with this Section 5.01 and that all conditions
         precedent provided for in this Indenture relating to such transaction
         have been satisfied; and

                  (6) the Subsidiary Guarantor or the Surviving Person shall
         comply with clause (e) of this Section 5.01.

                  (c) The provisions of Section 5.01(b) shall not apply to any
transactions which constitute an Asset Sale if the Company has complied with
Sections 4.10 and 4.12.

                  (d) The Surviving Person shall succeed to, and be substituted
for and may exercise every right and power of the Company under, this Indenture
and the Security Documents (or of the Subsidiary Guarantor under the Subsidiary
Guarantee and the Security Documents, as the case may be), but the predecessor
company in the case of

                  (1) a sale, transfer, assignment, conveyance or other
         disposition (unless such sale, transfer, assignment, conveyance or
         other disposition is of all the assets of the Company or such
         Subsidiary Guarantor as an entirety or virtually as an entirety) or

                  (2) a lease,


                                      -62-
<PAGE>


shall not be released from any of the obligations or covenants under this
Indenture, including with respect to the payment of the Notes, or the Security
Documents.

                  (e) The following additional conditions shall apply to each
transaction subject to Section 5.01(a) or 5.01(b):

                  (1) the Company, such Subsidiary Guarantor or the Surviving
         Person, as applicable, will cause such amendments or other instruments
         to be filed and recorded in such jurisdictions as may be required by
         applicable law to preserve and protect the Lien of the Security
         Documents on the Collateral owned by or transferred to such Person,
         together with such financing statements as may be required to perfect
         any security interests in such Collateral which may be perfected by the
         filing of a financing statement under the Uniform Commercial Code of
         the relevant jurisdictions;

                  (2) the Collateral owned by or transferred to the Company,
         such Subsidiary Guarantor or such Surviving Person, as applicable,
         shall: (a) continue to constitute Collateral under this Indenture and
         the Security Documents; and (b) not be subject to any Lien other than
         Permitted Liens; and

                  (3) the Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that such
         transaction and, if a supplemental indenture or supplemental Security
         Documents are required in connection with such transaction, such
         supplemental indenture and Security Documents, comply with the
         applicable provisions of this Indenture, that all conditions precedent
         in this Indenture relating to such transaction have been satisfied and
         that such supplemental indenture and Security Documents are
         enforceable, subject to customary qualifications.

Section 5.02.     Successor Person Substituted.
                  -----------------------------

                  Upon any consolidation or merger, or any transfer of all or
substantially all of the assets of the Company or any Subsidiary Guarantor in
accordance with Section 5.01 above, the successor corporation formed by such
consolidation or into which the Company or such Subsidiary Guarantor is merged
or to which such transfer is made shall succeed to, and be substituted for, and
may exercise every right and of, the Company or such Subsidiary Guarantor under
this Indenture and the applicable Security Documents with the same effect as if
such successor corporation had been named as the Company or such Subsidiary
Guarantor herein and therein, and thereafter the predecessor corporation shall
be relieved of all obligations and covenants under this Indenture, the Security
Documents and the Notes.

                                   ARTICLE 6

                              DEFAULTS AND REMEDIES

Section 6.01.     Events of Default.
                  ------------------

                  An "Event of Default" occurs if

                  (1) there is a default in the payment of any interest on any
         Note when the same becomes due and payable and the default continues
         for a period of 30 days;


                                      -63-
<PAGE>


                  (2) there is a default in the payment of any principal of, or
         premium, if any, on the Notes when the same becomes due and payable at
         its Stated Maturity, upon acceleration, redemption, optional
         redemption, required repurchase or otherwise;

                  (3) the Company or any Subsidiary Guarantor defaults in the
         observation or performance of its obligations under the provisions of
         Section 5.01 or 5.02 hereof;

                  (4) the Company or any Subsidiary Guarantor defaults in the
         observance or performance of any other covenant or agreement in the
         Notes, this Indenture or the Security Documents (other than a failure
         that is the subject of the foregoing clauses (1), (2) or (3)) for 60
         days after the Company receives written notice thereof specifying the
         default from the Trustee or the Holders of not less than 25% of the
         aggregate principal amount of the Notes then outstanding;

                  (5) there is a default under any Debt (other than the Existing
         Preferred Stock and any Disqualified Capital Stock issued to refinance
         Existing Preferred Stock, the terms of which provide for substantially
         the same remedies to the holders thereof upon a failure to pay any
         amount due upon redemption as the terms of the Existing Preferred Stock
         so refinanced) by the Company or any Restricted Subsidiary that results
         in acceleration of the maturity of such Debt, or failure to pay any
         such Debt at maturity, in an aggregate amount of Debt greater than
         $10.0 million or its foreign currency equivalent at the time; provided
         that, for purposes of this clause (5) only, any Hedging Obligations
         secured by the Lien of the Security Documents shall, to the extent then
         due and payable, be deemed to be Debt in an amount equal to such then
         due and payable amount;

                  (6) any judgment or judgments for the payment of money in an
         aggregate amount in excess of $10.0 million (or its foreign currency
         equivalent at the time) shall be rendered against the Company or any
         Restricted Subsidiary thereof and shall not be waived, satisfied or
         discharged for any period of 60 consecutive days during which a stay of
         enforcement of such judgment shall not be in effect;

                  (7) the Company or any Significant Subsidiary pursuant to or
         within the meaning of any Bankruptcy Law:

                           (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 of it
                  or for all or substantially all of its property,

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

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

                  (8) 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,


                                      -64-
<PAGE>


                           (B) appoints a Custodian of the Company or any
                  Significant Subsidiary or for all or substantially all of the
                  property of the Company or any Significant Subsidiary, or

                           (C) orders the liquidation of the Company or any
                  Restricted Subsidiary,

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

                  (9) Subsidiary Guarantees provided by Subsidiary Guarantors
         that individually or together would constitute a Significant Subsidiary
         cease to be in full force and effect (other than in accordance with the
         terms of such Subsidiary Guarantees) or any Subsidiary Guarantor denies
         or disaffirms its obligations under its Subsidiary Guarantee; or

                  (10) so long as the Security Documents have not otherwise been
         terminated in accordance with their terms or the Collateral as a whole
         of the Company or any Subsidiary Guarantor has not otherwise been
         released from the Lien of the Security Documents in accordance with the
         terms thereof, (a) default by the Company or any such Subsidiary
         Guarantor in the performance of the Security Documents which adversely
         affects the enforceability, validity, perfection or priority of the
         Lien on the Collateral securing the Obligations under this Indenture
         and the Notes or which adversely affects the condition or value of the
         Collateral, in each case taken as a whole, in any material respect, (b)
         repudiation or disaffirmation by the Company or any of such Subsidiary
         Guarantors that individually or together would constitute a Significant
         Subsidiary of its obligations under the Security Documents or (c) the
         determination in a judicial proceeding that all or any material portion
         of the Security Documents, taken as a whole, are unenforceable or
         invalid, for any reason, against the Company or any of such Subsidiary
         Guarantors that individually or together would constitute a Significant
         Subsidiary.

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

                  The Trustee may withhold notice to the Holders of the Notes of
any Default (except in payment of principal or premium, if any, or interest on
the Notes) if the Trustee considers it to be in the best interest of the Holders
of the Notes to do so.

Section 6.02.     Acceleration.
                  -------------

                  If an Event of Default (other than an Event of Default arising
under Section 6.01(7) or (8) with respect to the Company) occurs and is
continuing, the Trustee, by notice to the Company, or the Holders of not less
than 25% in aggregate principal amount of the Notes then outstanding, may, by
written notice to the Company and the Trustee, declare to be immediately due and
payable the entire principal amount of all the Notes then outstanding plus
accrued but unpaid interest to the date of acceleration and such amounts shall
become immediately due and payable. In case an Event of Default specified in
Section 6.01(7) or (8) with respect to the Company or any Significant Subsidiary
occurs, such principal, premium, if any, and interest with respect to all of the
Notes shall be due and payable immediately without any declaration or other act
on the part of the Trustee or the Holders of the Notes. After any such
acceleration but before a judgment or decree based on acceleration is obtained
by the Trustee, the Holders of a majority in aggregate principal amount of the
outstanding Notes (by notice to the Trustee) may rescind and cancel such
acceleration and its consequences if (i) all existing Events of Default, other
than the nonpayment of accelerated principal, premium, if any, or interest that
has become


                                      -65-
<PAGE>


due solely because of the acceleration, have been cured or waived, (ii) to the
extent the payment of such interest is lawful, interest (at the same rate
specified in the Notes) on overdue installments of interest and overdue
principal, which has become due otherwise than by such declaration of
acceleration, has been paid, (iii) the Company has paid the Trustee its
reasonable compensation and reimbursed the Trustee for its expenses,
disbursements and advances, (iv) the rescission would not conflict with any
judgment or decree of a court of competent jurisdiction and (v) in the event of
the cure or waiver of a Default or Event of Default described in Section 6.01(7)
or (8), the Trustee has received an Officers' Certificate and an Opinion of
Counsel that such Default or Event of Default has been cured or waived. No such
rescission shall affect any subsequent Default or impair any right consequent
thereto.

Section 6.03.     Other Remedies.
                  ---------------

                  If an Event of Default occurs and is continuing, the Trustee
may (i) pursue any available remedy by proceeding at law or in equity to collect
the payment of principal of or premium, if any, and interest on the Notes or to
enforce the performance of any provision of the Notes or this Indenture, (ii)
take any necessary action requested of it as Trustee to settle, compromise,
adjust or otherwise conclude any proceedings to which it is a party or (iii)
instruct the Collateral Agent to exercise any available remedies under the
Security Documents.

                  The Trustee may maintain a proceeding even if it does not
possess any of the Notes or does not produce any of them in the proceeding. A
delay or omission by the Trustee or any Holder 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.

Section 6.04.     Waiver of Past Defaults and Events of Default.
                  ----------------------------------------------

                  Subject to Sections 6.02, 6.07 and 8.02 hereof, the Holders of
a majority in aggregate principal amount of the Notes then outstanding have the
right to waive any existing Default or Event of Default or compliance with any
provision of this Indenture, the Security Documents or the Notes. Upon any such
waiver, such Default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or
Event of Default or impair any right consequent thereto.

Section 6.05.     Control by Majority.
                  --------------------

                  The Holders of a majority in aggregate principal amount of the
Notes then outstanding may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or the Collateral Agent or
exercising any trust or power conferred on the Trustee or the Collateral Agent
by this Indenture or the Security Documents. The Trustee and the Collateral
Agent shall not be required to take any action at the direction of the Holders
until such Holders have provided an indemnity reasonably satisfactory to the
Trustee or the Collateral Agent, as the case may be. The Trustee and the
Collateral Agent may refuse to follow any direction that conflicts with law,
this Indenture or the Security Documents or that such Person determines may be
unduly prejudicial to the rights of another Holder not taking part in such
direction, and the Trustee and the Collateral Agent shall have the right to
decline to follow any such direction if such Person, being advised by counsel,
determines that the action so directed may not lawfully be taken or if such
Person in good faith shall, by a Responsible Officer, determine that the
proceedings so directed may involve it in personal liability; provided that such
Person may take any other action deemed proper by such Person which is not
inconsistent with such direction.


                                      -66-
<PAGE>


Section 6.06.     Limitation on Suits.
                  --------------------

                  Subject to Section 6.07 below, a Holder may not institute any
proceeding with respect to this Indenture or any Security Document, or for the
appointment of a receiver or trustee, or pursue any remedy with respect to this
Indenture, any Security Document or the Notes unless:

                  (1) such Holder has previously given to the Trustee or the
         Collateral Agent, as the case may be, written notice of a continuing
         Event of Default;

                  (2) the registered Holders of at least 25% in aggregate
         principal amount of the Notes then outstanding have made written
         request and offered indemnity to the Trustee or the Collateral Agent,
         as the case may be, reasonably satisfactory to the Trustee or the
         Collateral Agent, as the case may be, to institute such proceeding as
         trustee or collateral agent, as the case may be; and

                  (3) the Trustee or the Collateral Agent, as the case may be,
         shall not have received from the registered Holders of a majority in
         aggregate principal amount of the Notes then outstanding a direction
         inconsistent with such request and shall have failed to institute such
         proceeding within 60 days.

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

Section 6.07.     Rights of Holders to Receive Payment.
                  -------------------------------------

                  Notwithstanding any other provision of this Indenture, the
right of any Holder of a Note to receive payment of principal of or premium, if
any, and interest on the Note on or after the respective due dates expressed in
the Note, or to bring suit for the enforcement of any such payment on or after
such respective dates, is absolute and unconditional and shall not be impaired
or affected without the consent of the Holder.

Section 6.08.     Collection Suit by Trustee or Collateral Agent.
                  -----------------------------------------------

                  If an Event of Default in payment of principal, premium or
interest specified in Section 6.01(l) or (2) hereof occurs and is continuing,
the Trustee or the Collateral Agent may recover judgment in its own name and as
trustee of an express trust against the Company or the Subsidiary Guarantors (or
any other obligor on the Notes) for the whole amount of unpaid principal,
premium and accrued interest remaining unpaid, together with interest on overdue
principal, premium and, to the extent that payment of such interest is lawful,
interest on overdue installments of interest, in each case at the rate provided
in the Notes, and such further amounts as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, the Collateral Agent and their agents
and counsel.

Section 6.09.     Trustee and Collateral Agent May File Proofs of Claim.
                  ------------------------------------------------------

                  The Trustee or the Collateral Agent 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 or Collateral Agent (including any claim for the
reasonable compensation, expenses, disbursements and advances of such Person,
its agents and counsel) and the Holders allowed in any judicial proceedings
relative to the Company or the Subsidiary Guarantors (or any other obligor upon
the Notes), its creditors or its property and the Trustee shall be entitled and
empowered to collect and receive any monies or other property


                                      -67-
<PAGE>


payable or deliverable on any such claims or pursuant to the Security Documents
and to distribute the same after deduction of its charges and expenses to the
extent that any such charges and expenses are not paid out of the estate in any
such proceedings and each custodian in any such judicial proceeding and the
Collateral Agent are hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof.

                  Nothing herein contained shall be deemed to authorize the
Trustee or the Collateral Agent to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder thereof, or to
authorize the Trustee or the Collateral Agent to vote in respect of the claim of
any Holder in any such proceeding.

Section 6.10.     Priorities.
                  -----------

                  (a) If the Trustee collects any money pursuant to this Article
6 from the Company or from the Collateral Agent pursuant to an enforcement of
the Security Documents in respect of the Collateral of the Company, it shall pay
out the money in the following order:

                  (1) FIRST: to the Trustee for amounts due under Section 7.07
         hereof;

                  (2) SECOND: to Holders for due and unpaid amounts of
         principal, premium, if any, and interest on the Notes, ratably, without
         preference or priority of any kind, according to the amounts due and
         payable on the Notes held by each Holder;

                  (3) THIRD: to the Company or any other Person legally entitled
         thereto.

                  (b) If the Trustee collects any money pursuant to this Article
6 from any Subsidiary Guarantor or from the Collateral Agent pursuant to an
enforcement of the Security Documents in respect of the Collateral of any
Subsidiary Guarantor, it shall pay out the money in the following order:

                  (1) FIRST: to the Trustee for amounts due under Section 7.07
         hereof;

                  (2) SECOND: to Holders for all due and unpaid amounts of
         premium, if any, and interest on the Guaranteed Amount of Notes,
         ratably, without preference or priority of any kind, according to the
         amounts of premium and interest due and payable on the Notes held by
         each Holder;

                  (3) THIRD: to Holders for principal of, and any other
         Obligations in respect of, the Guaranteed Amount of Notes, ratably,
         without preference or priority of any kind, according to the principal
         amount of Notes held by each Holder; and

                  (4) FOURTH: to the applicable Subsidiary Guarantor or any
         other Person legally entitled thereto.

                  (c) The Trustee may fix a record date and payment date for any
payment to Holders pursuant to this Section 6.10.


                                      -68-
<PAGE>


Section 6.11.     Undertaking for Costs.
                  ----------------------

                  In any suit for the enforcement of any right or remedy under
this Indenture or the Security Documents or in any suit against the Trustee or
the Collateral Agent for any action taken or omitted by it as Trustee or
Collateral Agent, as applicable, 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 and expenses, 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 6.11 does not apply to a suit by the Trustee or
the Collateral Agent, a suit by a Holder pursuant to Section 6.07 hereof or a
suit by Holders of more than 10% in aggregate principal amount of the Notes then
outstanding.

                                   ARTICLE 7

                          TRUSTEE AND COLLATERAL AGENT

Section 7.01.     Duties of Trustee and Collateral Agent.
                  ---------------------------------------

                  (a) If an Event of Default has occurred and is continuing, the
Trustee and the Collateral Agent shall exercise such of the rights and powers
vested in them by this Indenture and the Security Documents and use the same
degree of care and skill in their exercise as a prudent person would exercise
under the same circumstances in the conduct of such person's own affairs.

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

                  (1) The Trustee and the Collateral Agent need perform only
         those duties that are specifically set forth in this Indenture and the
         Security Documents and no others.

                  (2) In the absence of bad faith on its part, the Trustee or
         the Collateral Agent may conclusively rely, as to the truth of the
         statements and the correctness of the opinions expressed therein, upon
         certificates or opinions furnished to either of them and conforming to
         the applicable requirements of this Indenture or the Security Documents
         but, in the case of any such certificates or opinions which by any
         provision hereof are specifically required to be furnished to the
         Trustee or the Collateral Agent, as applicable, such Person shall be
         under a duty to examine the same to determine whether or not they
         conform to the requirements of this Indenture (but need not confirm or
         investigate the accuracy of mathematical calculations or other facts
         stated therein).

                  (c) Neither the Trustee nor the Collateral Agent may be
relieved from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that:

                  (1) This paragraph does not limit the effect of paragraph (b)
         of this Section 7.01.

                  (2) Neither the Trustee nor the Collateral Agent shall be
         liable for any error of judgment made in good faith by a Responsible
         Officer, unless it is proved that such Person was negligent in
         ascertaining the pertinent facts.


                                      -69-
<PAGE>


                  (3) Neither the Trustee nor the Collateral Agent shall 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
         6.02 or 6.05 hereof.

                  (4) No provision of this Indenture shall require the Trustee
         or the Collateral Agent, as applicable, to expend or risk its own funds
         or otherwise incur any financial liability in the performance of any of
         its rights or powers if it shall have reasonable grounds for believing
         that repayment of such funds or adequate indemnity satisfactory to it
         against such risk or liability is not reasonably assured to it.

                  (d) Whether or not therein expressly so provided, paragraphs
(a), (b) and (c) of this Section 7.01 shall govern every provision of this
Indenture and the Security Documents that in any way relates to the Trustee or
the Collateral Agent.

                  (e) The Trustee or the Collateral Agent may refuse to perform
any duty or exercise any right or power unless it receives indemnity reasonably
satisfactory to it against any loss, liability, expense or fee.

                  (f) Neither the Trustee nor the Collateral Agent shall be
liable for interest on any money or other Property received by such Person
except as the Trustee or the Collateral Agent, as the case may be, may agree in
writing with the Company or any Subsidiary Guarantor. Money held in trust by the
Trustee need not be segregated from other funds except to the extent required by
law.

Section 7.02.     Rights of Trustee and Collateral Agent.
                  ---------------------------------------

                  Subject to Section 7.01 hereof:

                  (1) The Trustee and the Collateral Agent may rely on any
         document reasonably believed by such Person to be genuine and to have
         been signed or presented by the proper person. The Trustee and the
         Collateral Agent need not investigate any fact or matter stated in the
         document.

                  (2) Before the Trustee acts or refrains from acting, it may
         require an Officers' Certificate or an Opinion of Counsel, or both,
         which shall conform to the provisions of Section 13.05 hereof. The
         Trustee and the Collateral Agent shall be protected and shall not be
         liable for any action such Person takes or omits to take in good faith
         in reliance on such certificate or opinion.

                  (3) The Trustee and the Collateral Agent may act through
         agents and neither shall be responsible for the misconduct or
         negligence of any agent appointed by it with due care.

                  (4) The Trustee and the Collateral Agent shall not be liable
         for any action such Person takes or omits to take in good faith which
         it reasonably believes to be authorized or within such Person's rights
         or powers.

                  (5) The Trustee and the Collateral Agent may consult with
         counsel of such Person's selection, and the advice or opinion of such
         counsel as to matters of law shall be full and complete authorization
         and protection from liability in respect of any action taken, omitted
         or suffered by such Person hereunder in good faith and in accordance
         with the advice or opinion of such counsel.


                                      -70-
<PAGE>


                  (6) The Trustee and the Collateral Agent shall be under no
         obligation to exercise any of the rights or powers vested in such
         Person by this Indenture or the Security Documents at the request or
         direction of any of the Holders pursuant to this Indenture, unless such
         Holders shall have offered to such Person security or indemnity
         satisfactory to such Person against the costs, expenses and liabilities
         which might be incurred by such Person in compliance with such request
         or direction.

                  (7) The Trustee and the Collateral Agent shall not be bound to
         make any investigation into the facts or matters stated in any
         resolution, certificate, statement, instrument, opinion, report,
         notice, appraisal, request, direction, consent, order, bond, debenture,
         note, other evidence of indebtedness or other paper or document, but
         such Person, in its discretion, may make such further inquiry or
         investigation into such facts or matters as it may see fit, and, if
         such Person shall determine to make such further investigation, it
         shall be entitled to examine the books, records and premises of the
         Company, personally or by agent or attorney at the sole cost of the
         Company, and shall incur no liability or additional liability of any
         kind by reason of such inquiry or investigation.

                  (8) The Trustee and the Collateral Agent shall not be deemed
         to have notice of any Default or Event of Default unless a Responsible
         Officer of such Person has actual knowledge thereof or unless written
         notice of any event which is in fact such a default is received by the
         Trustee at its address provided in Section 12.02, and such notice
         references the Notes, the Security Documents and this Indenture.

                  (9) The rights, privileges, protections, immunities and
         benefits given to the Trustee and the Collateral Agent, including,
         without limitation, such Person's right to be indemnified, are extended
         to, and shall be enforceable by, such Person in each of its capacities
         hereunder and under the Security Documents, as applicable, and each
         agent, custodian and other Person employed to act hereunder.

                  (10) The Trustee and the Collateral Agent may request that the
         Company deliver an Officers' Certificate setting forth the names of
         individuals and/or titles of officers authorized at such time to take
         specified actions pursuant to this Indenture and the Security
         Documents, which Officers' Certificate may be signed by any person
         authorized to sign an Officers' Certificate, including any person
         specified as so authorized in any such certificate previously delivered
         and not superseded.

Section 7.03.     Individual Rights of Trustee and Collateral Agent.
                  --------------------------------------------------

                  The Trustee and the Collateral Agent in their individual or
any other capacity may become the owner or pledgee of Notes and may make loans
to, accept deposits from, perform services for or otherwise deal with the
Company or any Subsidiary Guarantor, or any Affiliates thereof, with the same
rights it would have if it were not Trustee or Collateral Agent, as the case may
be. Any Agent may do the same with like rights. The Trustee and the Collateral
Agent, however, shall be subject to Sections 7.10 and 7.11 hereof.

Section 7.04.     Trustee's and Collateral Agent's Disclaimer.
                  --------------------------------------------

                  Neither the Trustee nor the Collateral Agent makes any
representation as to the validity or adequacy of this Indenture, the Security
Documents or the Notes, and neither shall be accountable for the Company's use
of the proceeds from the sale of Notes or any money paid to the Company pursuant
to


                                      -71-
<PAGE>


the terms of this Indenture or be responsible for any statement in the Notes
other than its certificate of authentication.

Section 7.05.     Notice of Defaults.
                  -------------------

                  If a Default occurs and is continuing and if it is actually
known to a Responsible Officer of the Trustee, the Trustee shall mail to each
Holder notice of the Default within 90 days after it occurs. Except in the case
of a Default in payment of the principal of, or premium, if any, or interest on
any Note the Trustee may withhold the notice if and so long as the board of
directors of the Trustee, the executive committee or any trust committee of such
board and/or its Responsible Officers in good faith determine(s) that
withholding the notice is in the interests of the Holders.

Section 7.06.     Reports by Trustee to Holders.
                  ------------------------------

                  If required by TIA ss. 313(a), within 60 days after May 15 of
any year, commencing the May 15 following the date of this Indenture, the
Trustee shall mail to each Holder a brief report dated as of such May 15 that
complies with TIA ss. 313(a). The Trustee also shall comply with TIA ss.
313(b)(2). The Trustee shall also transmit by mail all reports as required by
TIA ss. 313 (c) and TIA ss. 313(d).

                  Reports pursuant to this Section 7.06 shall be transmitted by
mail:

                  (a) to all registered Holders of Notes, as the names and
         addresses of such Holders appear on the Registrar's books; and

                  (b) to such Holder of Notes as have, within the two years
         preceding such transmission, filed their names and addresses with the
         Trustee for that purpose.

                  A copy of each report at the time of its mailing to Holders
shall be filed with the Commission to the extent the Commission will accept such
filing.

Section 7.07.     Compensation and Indemnity.
                  ---------------------------

                  The Company and the Subsidiary Guarantors shall pay to the
Trustee and the Collateral Agent from time to time such compensation as shall be
agreed in writing between the Company and the Trustee or the Collateral Agent,
as applicable, for its services hereunder (which compensation shall not be
limited by any provision of law in regard to the compensation of a trustee of an
express trust). The Company and the Subsidiary Guarantors shall reimburse the
Trustee and the Collateral Agent upon request for all reasonable disbursements,
expenses and advances incurred or made by such Person in connection with its
duties under this Indenture or the Security Documents, including the reasonable
compensation, disbursements and expenses of such Person's agents and counsel.

                  The Company and the Subsidiary Guarantors shall indemnify each
of the Trustee, the Collateral Agent and any predecessor Trustee or Collateral
Agent and their agents for, and hold them harmless against, any and all loss,
damage, claim, liability or reasonable expense, including taxes (other than
taxes based on the income of the Trustee or the Collateral Agent, as applicable)
incurred by any of them in connection with the acceptance or performance of
their duties under this Indenture and the Security Documents, including the
reasonable costs and expenses of defending themselves against any claim or
liability in connection with the exercise or performance of any of their powers
or duties hereunder or thereunder (including, without limitation, settlement
costs). The Trustee or the Collateral Agent, as applicable, shall notify the
Company and the Subsidiary Guarantors in writing promptly of any


                                      -72-
<PAGE>


claim asserted against such Person for which it may seek indemnity. However, the
failure by the Trustee or the Collateral Agent, as applicable, to so notify the
Company shall not relieve the Company of its obligations hereunder except to the
extent the Company is prejudiced thereby.

                  Notwithstanding the foregoing, the Company and the Subsidiary
Guarantors need not reimburse the Trustee or the Collateral Agent for any
expense or indemnify it against any loss or liability incurred by the Trustee
through its negligence or bad faith. To secure the payment obligations of the
Company and the Subsidiary Guarantors in this Section 7.07, the Trustee shall
have a lien prior to the Notes on all money or property held or collected by the
Trustee except such money or property held in trust to pay principal of and
interest on particular Notes.

                  The Trustee shall have a lien prior to the Notes as to all
property and funds held by it hereunder for any amount owing it or any
predecessor Trustee pursuant to this Section, except with respect to funds held
in trust for the benefit of the Holders of particular Notes.

                  When the Trustee or the Collateral Agent incurs expenses or
renders services after an Event of Default specified in Section 6.01(7) or (8)
hereof occurs, the expenses and the compensation for the services are intended
to constitute expenses of administration under any Bankruptcy Law.

                  For purposes of this Section 7.07, the terms "Trustee" and
"Collateral Agent" shall include any trustee or collateral agent appointed
pursuant to Article 9.

Section 7.08.     Replacement of Trustee and Collateral Agent.
                  --------------------------------------------

                  The Trustee or the Collateral Agent may resign by so notifying
the Company and the Subsidiary Guarantors in writing. The Holders of a majority
in principal amount of the outstanding Notes may remove the Trustee or the
Collateral Agent by notifying the removed Trustee or Collateral Agent, as
applicable, in writing and may appoint a successor Trustee or Collateral Agent,
as applicable, with the Company's written consent, which consent shall not be
unreasonably withheld. The Company may remove the Trustee or the Collateral
Agent at its election if:

                  (1) such Person fails to comply with Section 7.10 hereof;

                  (2) such Person is adjudged bankrupt or insolvent;

                  (3) a receiver or other public officer takes charge of such
         Person or its property;

                  (4) such Person otherwise becomes incapable of acting; or

                  (5) a successor corporation becomes successor Trustee or
         Collateral Agent, as applicable, pursuant to Section 7.09 below.

                  If the Trustee or the Collateral Agent resigns or is removed
or if a vacancy exists in the office of Trustee or Collateral Agent for any
reason, the Company shall promptly appoint a successor Trustee or Collateral
Agent, as applicable.

                  If a successor Trustee or Collateral Agent, as applicable,
does not take office within 30 days after such retiring Person resigns or is
removed, the retiring Person (at the expense of the Company), the Company or the
Holders of a majority in principal amount of the outstanding Notes may petition
any


                                      -73-
<PAGE>


court of competent jurisdiction for the appointment of a successor Trustee or
Collateral Agent, as applicable.

                  If the Trustee or the Collateral Agent fails to comply with
Section 7.10 hereof, any Holder may petition any court of competent jurisdiction
for the removal of such Person and the appointment of a successor Trustee or
Collateral Agent, as applicable.

                  A successor Trustee or Collateral Agent shall deliver a
written acceptance of its appointment to the retiring Person and to the Company.
Immediately following such delivery, the retiring Person shall, subject to its
rights under Section 7.07 hereof, transfer all property held by it as Trustee or
Collateral Agent to its successor, the resignation or removal of the retiring
Person shall become effective, and the successor Trustee or Collateral Agent, as
applicable, shall have all the rights, powers and duties of the Trustee under
this Indenture or the Collateral Agent under the Security Documents, as
applicable. A successor Trustee or Collateral Agent shall mail notice of its
succession to each Holder. Notwithstanding replacement of the Trustee or the
Collateral Agent pursuant to this Section 7.08, the Company's obligations under
Section 7.07 hereof shall continue for the benefit of the retiring Person.

Section 7.09.     Successor Trustee or Collateral Agent by Consolidation, Merger
                  or Conversion.
                  --------------------------------------------------------------

                  If the Trustee or the Collateral Agent consolidates with,
merges or converts into, or transfers all or substantially all of its corporate
trust assets to, another corporation, subject to Section 7.10 hereof, the
successor corporation without any further act shall be the successor Trustee or
Collateral Agent, as applicable.

Section 7.10.     Eligibility; Disqualification.
                  ------------------------------

                  This Indenture and the Security Documents shall always have a
Trustee and a Collateral Agent that satisfy the requirements of TIA ss.
310(a)(1) and (2) in every respect. The Trustee and the Collateral Agent shall
each have a combined capital and surplus of at least $50,000,000 as set forth in
its most recent published annual report of condition. The Trustee and the
Collateral Agent shall comply with TIA ss. 310(b), including the provision in
ss. 310(b)(1).

Section 7.11.     Preferential Collection of Claims Against Company.
                  --------------------------------------------------

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

Section 7.12.     Paying Agents.
                  --------------

                  The Company shall cause each Paying Agent other than the
Trustee to execute and deliver to it and the Trustee an instrument in which such
agent shall agree with the Trustee, subject to the provisions of this Section
7.12:

                  (A) that it will hold all sums held by it as agent for the
         payment of principal of, premium, if any, or interest on, the Notes
         (whether such sums have been paid to it by the Company or by any
         obligor on the Notes) in trust for the benefit of Holders of the Notes
         or the Trustee;


                                      -74-
<PAGE>


                  (B) that it will at any time during the continuance of any
         Event of Default, upon written request from the Trustee, deliver to the
         Trustee all sums so held in trust by it together with a full accounting
         thereof; and

                  (C) that it will give the Trustee written notice within three
         (3) Business Days of any failure of the Company (or by any obligor on
         the Notes) in the payment of any installment of the principal of,
         premium, if any, or interest on, the Notes when the same shall be due
         and payable.

                                   ARTICLE 8

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 8.01.     Without Consent of Holders.
                  ---------------------------

                  The Company and the Subsidiary Guarantors, when authorized by
a Board Resolution of each of them, and the Trustee (or the Collateral Agent, as
applicable) may amend or supplement this Indenture, the Security Documents or
the Notes without notice to or consent of any Holder:

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

                  (2) to provide for the assumption by a successor corporation
         of the obligations of the Company or the Subsidiary Guarantors under
         the Indenture, the Notes and the Security Documents, as applicable,
         under Section 5.01;

                  (3) to provide for uncertificated Notes in addition to or in
         place of certificated Notes (provided that the uncertificated Notes are
         issued in registered form for purposes of Section 163(f) of the Code,
         or in a manner such that the uncertificated Notes are described in
         Section 163(f)(2)(B) of the Code);

                  (4) to provide for additional Guarantees with respect to the
         Notes or release Subsidiary Guarantors from Subsidiary Guarantees in
         accordance with Section 10.05;

                  (5) to provide additional security for the Notes, add to the
         covenants of the Company for the benefit of the Holders of the Notes or
         surrender any right or power conferred upon the Company; or

                  (6) to make any change that does not adversely affect the
         rights of any Holder of the Notes.

                  The Trustee (or the Collateral Agent, as applicable) is hereby
authorized to join with the Company and the Subsidiary Guarantors in the
execution of any supplemental indenture or supplement to the Security Documents
authorized or permitted by the terms of this Indenture and to make any further
appropriate agreements and stipulations which may be therein contained, but the
Trustee shall not be obligated to enter into any such supplemental indenture
which adversely affects its own rights, duties or immunities under this
Indenture.


                                      -75-
<PAGE>


                  The consent of the Holders of the Notes is not necessary to
approve the particular form of any proposed amendment. It is sufficient if such
consent approves the substance of the proposed amendment.

Section 8.02.     With Consent of Holders.
                  ------------------------

                  Subject to Section 6.04, the Company, the Trustee (or the
Collateral Agent, as applicable) and the Subsidiary Guarantors, with the consent
of the registered Holders of a majority in aggregate principal amount of the
Notes then outstanding (including consents obtained in connection with a tender
offer or exchange offer for the Notes) may amend this Indenture and may waive
any past default or compliance with any provisions (except a default in the
payment of principal, premium or interest). The Holders of not less than a
majority in aggregate principal amount of the outstanding Notes may waive
compliance in a particular instance by the Company or its Restricted
Subsidiaries with any provision of this Indenture, the Security Documents or the
Notes without notice to any Holder. Subject to Section 8.04, without the consent
of each Holder, however, an amendment, supplement or waiver, including a waiver
pursuant to Section 6.04, may not:

                  (1) reduce the amount of Notes whose Holders must consent to
         an amendment or waiver to this Indenture, the Security Documents or the
         Notes;

                  (2) reduce the rate of or change the time for payment of
         interest on any Note or amend the definitions relating to interest in
         the Notes;

                  (3) reduce the principal or extend the Stated Maturity of any
         Note;

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

                  (5) impair the right of any Holder of the Notes to receive
         payment of principal of and interest on such Holder's Notes 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 Notes or any Subsidiary
         Guarantee;

                  (6) release any Subsidiary Guarantee or release all or
         substantially all of the Collateral other than pursuant to the terms of
         this Indenture or the Security Documents;

                  (7) reduce the premium payable upon the redemption of any Note
         or change the time at which any Note may be redeemed under Article 3 or
         Article 4.

                  (8) reduce the premium payable in connection with a Change of
         Control Offer or, at any time after a Change of Control has occurred,
         change the time at which the Change of Control Offer relating thereto
         must be made or at which the Notes must be repurchased pursuant to such
         Change of Control Offer;

                  (9) at any time after the Company is obligated to make a
         Prepayment Offer with the Excess Proceeds from Asset Sales, an Event of
         Loss Offer with the Excess Loss Proceeds from an Event of Loss or a
         Principal Station Prepayment Offer with the Net Available Cash from an
         Asset Sale of a Principal Station, change the time at which such
         Prepayment Offer, Event of Loss Offer or Principal Station Prepayment
         Offer must be made or at which the Notes must be repurchased pursuant
         thereto;


                                      -76-
<PAGE>


                  (10) make any change to the ranking of the Notes or the
         Indenture that would adversely affect the Holders of the Notes; or

                  (11) make any change in any Subsidiary Guarantee or Security
         Document that would adversely affect the Holders of the Notes.

                  Without the consent of Holders of at least 75% in aggregate
principal amount of the Notes then outstanding, no amendment may reduce for any
purpose under this Indenture any required level for the Station Value Coverage
Ratio or the Restricted License Subsidiary Coverage Ratio.

                  After an amendment, supplement or waiver under this section
becomes effective, the Company shall mail to the Holders a notice briefly
describing the amendment, supplement or waiver; provided, however, the failure
to give such notice to all Holders of the Notes, or any defect therein, will not
impair or affect the validity of the amendment.

                  Upon the request of the Company, accompanied by a Board
Resolution authorizing the execution of any such supplemental indenture, and
upon the receipt by the Trustee of evidence reasonably satisfactory to the
Trustee of the consent of the Holders as aforesaid and upon receipt by the
Trustee of the documents described in Section 8.06 hereof, the Trustee shall
join with the Company and the Subsidiary Guarantors in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee's
own rights, duties or immunities under this Indenture, in which case the Trustee
may in its discretion, but shall not be obligated to, enter into such
supplemental indenture.

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Persons entitled to consent to any
indenture supplemental hereto. If a record date is fixed, the Holders on such
record date, or their duly designated proxies, and only such Persons, shall be
entitled to consent to such supplemental indenture, whether or not such Holders
remain Holders after such record date; provided, that unless such consent shall
have become effective by virtue of the requisite percentage having been obtained
prior to the date which is 90 days after such record date, any such consent
previously given shall automatically and without further action by any Holder be
canceled and of no further effect.

                  It shall not be necessary for the consent of the Holders under
this Section 8.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

Section 8.03.     [Intentionally omitted].
                  ------------------------

Section 8.04.     Revocation and Effect of Consents.
                  ----------------------------------

                  Until an amendment, supplement, waiver or other action becomes
effective, a consent to it by a Holder of a Note is a continuing consent
conclusive and binding upon such Holder and every subsequent Holder of the same
Note or portion thereof, and of any Note issued upon the transfer thereof or in
exchange therefor or in place thereof, even if notation of the consent is not
made on any such Note. Any such Holder or subsequent Holder, however, may revoke
the consent as to his Note or portion of a Note, if the Trustee receives the
notice of revocation before the date the amendment, supplement, waiver or other
action becomes effective.

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders entitled to consent to any
amendment, supplement, or waiver. If a record date is


                                      -77-
<PAGE>


fixed, then, notwithstanding the preceding paragraph, those Persons who were
Holders at such record date (or their duly designated proxies), and only such
Persons, shall be entitled to consent to such amendment, supplement, or waiver
or to revoke any consent previously given, whether or not such Persons continue
to be Holders after such record date. No such consent shall be valid or
effective for more than 90 days after such record date unless the consent of the
requisite number of Holders has been obtained.

                  Subject to the approval requirements of Section 8.02, after an
amendment, supplement, waiver or other action becomes effective, it shall bind
every Holder. In the case of any amendment, supplement or waiver specified in
clauses (1) through (11) of the first paragraph of Section 8.02 or the second
paragraph of Section 8.02, the amendment, supplement, waiver or other action
shall bind each Holder of a Note who has consented to it and every subsequent
Holder of a Note or portion of a Note that evidences the same debt as the
consenting Holder's Note.

Section 8.05.     Notation on or Exchange of Notes.
                  ---------------------------------

                  If an amendment, supplement, or waiver changes the terms of a
Note, the Trustee may request the Holder of the Note to deliver it to the
Trustee. In such case, the Trustee shall place an appropriate notation on the
Note about the changed terms and return it to the Holder. Alternatively, if the
Company or the Trustee so determines, the Company in exchange for the Note shall
issue and the Trustee shall authenticate a new security that reflects the
changed terms. Failure to make the appropriate notation or issue a new Note
shall not affect the validity and effect of such amendment, supplement or
waiver.

Section 8.06.     Trustee and Collateral Agent to Sign Amendments, etc.
                  -----------------------------------------------------

                  The Trustee or the Collateral Agent, as applicable, shall sign
any amendment, supplement or waiver authorized pursuant to this Article 8 if the
amendment, supplement or waiver does not adversely affect the rights, duties,
liabilities or immunities of the Trustee or the Collateral Agent, as applicable.
If it does, the Trustee or the Collateral Agent, as applicable, may, but need
not, sign it. In signing or refusing to sign such amendment, supplement or
waiver such Person shall be entitled to receive and, subject to Section 7.01
hereof, shall be fully protected in relying upon an Officers' Certificate and an
Opinion of Counsel stating that such amendment, supplement or waiver is
authorized or permitted by this Indenture. The Company or any Subsidiary
Guarantor may not sign an amendment or supplement until the Board of Directors
of the Company or such Subsidiary Guarantor, as appropriate, approves it.

                                   ARTICLE 9

                       DISCHARGE OF INDENTURE; DEFEASANCE

Section 9.01.     Discharge of Indenture.
                  -----------------------

                  The Company and the Subsidiary Guarantors may terminate all of
their obligations under the Notes, the Subsidiary Guarantees, the Security
Documents and this Indenture, except the obligations referred to in the last
paragraph of this Section 9.01, if there shall have been canceled by the Trustee
or delivered to the Trustee for cancellation all Notes theretofore authenticated
and delivered (other than any Notes that are asserted to have been destroyed,
lost or stolen and that shall have been replaced as provided in Section 2.07
hereof) and the Company has paid all sums payable by it hereunder or deposited
all required sums with the Trustee.


                                      -78-
<PAGE>


                  After such delivery the Trustee upon request shall acknowledge
in writing the discharge of the Company's and the Subsidiary Guarantors'
obligations under the Notes, the Subsidiary Guarantees and this Indenture except
for those surviving obligations specified below and the Collateral Agent will
acknowledge the release of the Liens of the Security Documents as provided in
Section 11.07.

                  Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company in Sections 7.07, 9.05 and 9.06 hereof
shall survive.

Section 9.02.     Legal Defeasance.
                  -----------------

                  The Company may at its option, by Board Resolution, be
discharged from its obligations with respect to the Notes and the Subsidiary
Guarantors discharged from their obligations under the Subsidiary Guarantees on
the date the conditions set forth in Section 9.04 below are satisfied
(hereinafter, "Legal Defeasance"). For this purpose, such Legal Defeasance means
that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by the Notes and to have satisfied all its other
obligations under such Notes and this Indenture insofar as such Notes are
concerned (and the Trustee, at the expense of the Company, shall, subject to
Section 9.06 hereof, execute proper instruments acknowledging the same), except
for the following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of outstanding Notes to receive solely from
the trust funds described in Section 9.04 hereof and as more fully set forth in
such Section, payments in respect of the principal of, premium, if any, and
interest on such Notes when such payments are due, (B) the Company's obligations
with respect to the Notes under Sections 2.1 through 2.10 hereof, Section 2.13
hereof and Section 4.19 hereof, (C) the rights, powers, trusts, duties, and
immunities of the Trustee and Collateral Agent hereunder (including claims of,
or payments to, the Trustee and the Collateral Agent under or pursuant to
Section 7.07 hereof) and (D) this Article 9. If the Company exercises its Legal
Defeasance option, payment of the Notes may not be accelerated because of an
Event of Default with respect thereto and each Subsidiary Guarantor will be
released from all of its obligations under its Subsidiary Guarantee. Subject to
compliance with this Article 9, the Company may exercise its option under this
Section 9.02 with respect to the Notes notwithstanding the prior exercise of its
option under Section 9.03 below with respect to the Notes.

Section 9.03.     Covenant Defeasance.
                  --------------------

                  At the option of the Company, pursuant to a Board Resolution,
the Company and the Subsidiary Guarantors shall be released from (A) their
respective obligations under Sections 4.02 through 4.18, inclusive and 4.20
through 4.26, inclusive, (B) the operation of Sections 6.01(5) through (8)
inclusive and 6.01(10), and (C) the Company's obligations under Section
5.01(a)(5) with respect to the outstanding Notes on and after the date the
conditions set forth in Section 9.04 hereof are satisfied (hereinafter,
"Covenant Defeasance"). For this purpose, such Covenant Defeasance means that
the Company and the Subsidiary Guarantors may omit to comply with and shall have
no liability in respect of any term, condition or limitation set forth in any
such specified Section or portion thereof, whether directly or indirectly by
reason of any reference elsewhere herein to any such specified section or
portion thereof or by reason of any reference in any such specified Section or
portion thereof to any other provision herein or in any other document, but the
remainder of this Indenture and the Notes shall be unaffected thereby. If the
Company exercises its Covenant Defeasance option, payment of the Notes may not
be accelerated because of an Event of Default specified in Section 6.01(4),
Section 6.01(5), (6), (7) or (8) with respect to Significant Subsidiaries, or
Section 6.01(9) or (10) or because of the failure of the Company to comply with
Section 5.01(a)(5). If the Company exercises its Covenant Defeasance option,
each Subsidiary Guarantor will be released from all its obligations under its
Subsidiary Guarantee.


                                      -79-
<PAGE>


Section 9.04.     Conditions to Defeasance or Covenant Defeasance.
                  ------------------------------------------------

                  The following shall be the conditions to application of
Section 9.02 or Section 9.03 hereof to the outstanding Notes:

                  (1) the Company shall irrevocably have deposited or caused to
         be deposited with the Trustee (or another trustee satisfying the
         requirements of Section 7.10 hereof who shall agree to comply with the
         provisions of this Article 9 applicable to it) as funds in trust for
         the purpose of making the following payments, specifically pledged as
         security for, and dedicated solely to, the benefit of the Holders of
         the Notes, (A) money in an amount, or (B) U.S. Government Obligations
         which through the scheduled payment of principal and interest in
         respect thereof in accordance with their terms will provide, not later
         than the due date of any payment, money in an amount sufficient, in the
         opinion of a nationally-recognized firm of independent public
         accountants expressed in a written certification thereof delivered to
         the Trustee, to pay and discharge, and which shall be applied by the
         Trustee (or other qualifying trustee) to pay and discharge, the
         principal of, premium, if any, and accrued interest on the outstanding
         Notes at the maturity date of such principal, premium, if any, or
         interest, or on dates for payment and redemption of such principal,
         premium, if any, and interest selected in accordance with the terms of
         this Indenture and of the Notes, without reinvestment on the deposited
         U.S. Government Obligations and without reinvestment of any deposited
         money;

                  (2) no Event of Default or Default with respect to the Notes
         shall have occurred and be continuing on the date of such deposit or
         after giving effect to such deposit, or shall have occurred and be
         continuing at any time during the period ending on the 123rd day after
         the date of such deposit or, if longer, ending on the day following the
         expiration of the longest preference period under any Bankruptcy Law
         applicable to the Company in respect of such deposit (it being
         understood that this condition shall not be deemed satisfied until the
         expiration of such period);

                  (3) such Legal Defeasance or Covenant Defeasance shall not
         cause the Trustee to have a conflicting interest for purposes of the
         TIA with respect to any securities of the Company;

                  (4) such Legal Defeasance or Covenant Defeasance shall not
         result in a breach or violation of, or constitute default under any
         other agreement or instrument to which the Company is a party or by
         which it is bound;

                  (5) the Company shall have delivered to the Trustee an Opinion
         of Counsel stating that, as a result of such Legal Defeasance or
         Covenant Defeasance, neither the trust nor the Trustee will be required
         to register as an investment company under the Investment Company Act
         of 1940, as amended;

                  (6) in the case of an election under Section 9.02 above, the
         Company shall have delivered to the Trustee an Opinion of Counsel
         stating that (i) the Company has received from, or there has been
         published by, the Internal Revenue Service a ruling to the effect that
         or (ii) there has been a change in any applicable Federal income tax
         law with the effect that, and such opinion shall confirm that, the
         Holders of the outstanding Notes or persons in their positions will not
         recognize income, gain or loss for Federal income tax purposes as a
         result of such Legal Defeasance and will be subject to Federal income
         tax on the same amounts, in the same manner, and at the same times as
         would have been the case if such Legal Defeasance had not occurred;


                                      -80-
<PAGE>


                  (7) in the case of an election under Section 9.03 hereof, the
         Company shall have delivered to the Trustee an Opinion of Counsel to
         the effect that the Holders of the outstanding Notes will not recognize
         income, gain or loss for Federal income tax purposes as a result of
         such Covenant Defeasance and will be subject to Federal income tax on
         the same amounts, in the same manner and at the same times as would
         have been the case if such Covenant Defeasance had not occurred;

                  (8) the Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that all
         conditions precedent provided for relating to either the Legal
         Defeasance under Section 9.02 above or the Covenant Defeasance under
         Section 9.03 hereof (as the case may be) have been complied with; and

                  (9) the Company shall have paid or duly provided for payment
         under terms mutually satisfactory to the Company and the Trustee all
         amounts then due to the Trustee pursuant to Section 7.07 hereof.

Section 9.05.     Deposited Money and U.S. Government Obligations to Be Held in
                  Trust; Other Miscellaneous Provisions.
                  -------------------------------------------------------------

                  All money and U.S. Government Obligations (including the
proceeds thereof) deposited with the Trustee pursuant to Section 9.04 hereof in
respect of the outstanding Notes shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Notes and this Indenture, to
the payment, either directly or through any Paying Agent as the Trustee may
determine, to the Holders of such Notes, of all sums due and to become due
thereon in respect of principal, premium, if any, and accrued interest, but such
money need not be segregated from other funds except to the extent required by
law.

                  The Company and the Subsidiary Guarantors shall pay and
indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the U.S. Government Obligations deposited pursuant to Section
9.04 hereof or the principal, premium, if any, and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of the outstanding Notes.

                  Anything in this Article 9 to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Obligations held by it as provided in
Section 9.04 hereof which, in the opinion of a nationally-recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

Section 9.06.     Reinstatement.
                  --------------

                  If the Trustee or Paying Agent is unable to apply any money or
U.S. Government Obligations in accordance with Section 9.01, 9.02 or 9.03 hereof
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 Company's and each Subsidiary Guarantor's obligations
under this Indenture, the Notes and the Subsidiary Guarantees shall be revived
and reinstated as though no deposit had occurred pursuant to this Article 9
until such time as the Trustee or Paying Agent is permitted to apply all such
money or U.S. Government Obligations in accordance with Section 9.01 hereof;
provided, however, that if the Company or the Subsidiary Guarantors have made
any payment of principal


                                      -81-
<PAGE>


of, premium, if any, or accrued interest on any Notes because of the
reinstatement of their obligations, the Company or the Subsidiary Guarantors, as
the case may be, shall be subrogated to the rights of the Holders of such Notes
to receive such payment from the money or U.S. Government Obligations held by
the Trustee or Paying Agent.

Section 9.07.     Moneys Held by Paying Agent.
                  ----------------------------

                  In connection with the satisfaction and discharge of this
Indenture, all moneys then held by any Paying Agent under the provisions of this
Indenture shall, upon demand of the Company, be paid to the Trustee, or if
sufficient moneys have been deposited pursuant to Section 9.01 hereof, to the
Company (or, if such moneys had been deposited by the Subsidiary Guarantors, to
such Subsidiary Guarantors), and thereupon such Paying Agent shall be released
from all further liability with respect to such moneys.

Section 9.08.     Moneys Held by Trustee.
                  -----------------------

                  Any moneys deposited with the Trustee or any Paying Agent or
then held by the Company or the Subsidiary Guarantors in trust for the payment
of the principal of, or premium, if any, or interest on any Note that are not
applied but remain unclaimed by the Holder of such Note for two years after the
date upon which the principal of, or premium, if any, or interest on such Note
shall have respectively become due and payable shall be repaid to the Company
(or, if appropriate, the Subsidiary Guarantors) upon Company Request, or if such
moneys are then held by the Company or the Subsidiary Guarantors in trust, such
moneys shall be released from such trust; and the Holder of such Note entitled
to receive such payment shall thereafter, as an unsecured general creditor, look
only to the Company and the Subsidiary Guarantors for the payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money shall thereupon cease; provided, however, that the Trustee or any such
Paying Agent, before being required to make any such repayment, may, at the
expense of the Company and the Subsidiary Guarantors, either mail to each Holder
affected, at the address shown in the register of the Notes maintained by the
Registrar pursuant to Section 2.03 hereof, or cause to be published once a week
for two successive weeks, in a newspaper published in the English language,
customarily published each Business Day and of general circulation in The City
of New York, New York, a notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the
date of such mailing or publication, any unclaimed balance of such moneys then
remaining will be repaid to the Company. After payment to the Company or the
Subsidiary Guarantors or the release of any money held in trust by the Company
or any Subsidiary Guarantors, as the case may be, Holders entitled to the money
must look only to the Company and the Subsidiary Guarantors for payment as
general creditors unless applicable abandoned property law designates another
person.

                                   ARTICLE 10

                             GUARANTEE OF SECURITIES

Section 10.01.    Subsidiary Guarantee.
                  ---------------------

                  Subject to the provisions of this Article 10, each Subsidiary
Guarantor hereby jointly and severally unconditionally guarantees to each Holder
and to the Trustee, on behalf of the Holders, (i) the due and punctual payment
of the principal of, premium, if any, and interest on the Guaranteed Amount of
Notes, when and as the same shall become due and payable, whether at maturity,
by acceleration or


                                      -82-
<PAGE>


otherwise, the due and punctual payment of interest on the overdue principal of,
and premium, if any, and interest on the Guaranteed Amount of Notes, to the
extent lawful, and the due and punctual performance of all other Obligations of
the Company (other than any such Obligations in respect of the Non-Guaranteed
Amount of Notes) to the Holders or the Trustee all in accordance with the terms
of this Indenture, and (ii) in the case of any extension of time of payment or
renewal of the Guaranteed Amount of Notes or any of such other Obligations, that
the same will be promptly paid in full when due or performed in accordance with
the terms of the extension or renewal, at stated maturity, by acceleration or
otherwise. Each Subsidiary Guarantor hereby agrees that its obligations
hereunder shall be absolute and unconditional, irrespective of, and shall be
unaffected by, any invalidity, irregularity or unenforceability of any such Note
or this Indenture, any failure to enforce the provisions of any such Note or
this Indenture, any waiver, modification or indulgence granted to the Company
with respect thereto by the Holder of such Note or the Trustee, or any other
circumstances which may otherwise constitute a legal or equitable discharge of a
surety or such Subsidiary Guarantor.

                  Each Subsidiary Guarantor hereby waives diligence,
presentment, filing of claims with a court in the event of merger or bankruptcy
of the Company, any right to require a proceeding first against the Company,
protest or notice with respect to any such Note or the Debt evidenced thereby
and all demands whatsoever, and covenants that this Subsidiary Guarantee will
not be discharged as to any such Note except by payment in full of the principal
thereof, premium if any, and interest thereon and as provided in Section 9.01
hereof. Each Subsidiary Guarantor further agrees that, as between such
Subsidiary Guarantor, on the one hand, and the Holders and the Trustee, on the
other hand, (i) the maturity of the Obligations guaranteed hereby may be
accelerated as provided in Article 6 hereof for the purposes of this Subsidiary
Guarantee, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the Obligations guaranteed hereby, and (ii) in
the event of any declaration of acceleration of such Obligations as provided in
Article 6 hereof, such Obligations (whether or not due and payable) shall
forthwith become due and payable by each Subsidiary Guarantor for the purpose of
this Subsidiary Guarantee. In addition, without limiting the foregoing
provisions, upon the effectiveness of an acceleration under Article 6 hereof,
the Trustee shall promptly make a demand for payment on all Obligations under
the Subsidiary Guarantee provided for in this Article 10 and not discharged.

                  The Subsidiary Guarantee set forth in this Section 10.01 shall
not be valid or become obligatory for any purpose with respect to a Note until
the certificate of authentication on such Note shall have been signed by or on
behalf of the Trustee.

Section 10.02.    Execution and Delivery of Guarantees.
                  -------------------------------------

                  To evidence the Subsidiary Guarantee set forth in this Article
10, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary
Guarantee may be placed on each Note authenticated and made available for
delivery by the Trustee and that this Subsidiary Guarantee shall be executed on
behalf of each Subsidiary Guarantor by the manual or facsimile signature of an
Officer of each Subsidiary Guarantor.

                  Each Subsidiary Guarantor hereby agrees that the Subsidiary
Guarantee set forth in Section 10.01 shall remain in full force and effect
notwithstanding any failure to endorse on each Note a notation of such
Subsidiary Guarantee.

                  If an Officer of a Subsidiary Guarantor whose signature is on
the Subsidiary Guarantee no longer holds that office at the time the Trustee
authenticates the Note on which the Subsidiary Guarantee is endorsed, the
Subsidiary Guarantee shall be valid nevertheless.


                                      -83-
<PAGE>


                  The delivery of any Note by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of the
Subsidiary Guarantee set forth in this Indenture on behalf of each Subsidiary
Guarantor.

Section 10.03.    Limitation of Subsidiary Guarantee.
                  -----------------------------------

                  The obligations of each Subsidiary Guarantor pursuant to
Section 10.01 are limited to the maximum amount as will, after giving effect to
all other contingent and fixed liabilities of such Subsidiary Guarantor 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, result in the obligations of such
Subsidiary Guarantor under the Subsidiary Guarantee not constituting a
fraudulent conveyance or fraudulent transfer under federal or state law. Each
Subsidiary Guarantor that makes a payment or distribution under a Subsidiary
Guarantee shall be entitled to a contribution from each other Subsidiary
Guarantor and the Company in a pro rata amount based on the proportion that the
net worth of the Company or the relevant Subsidiary Guarantor represents
relative to the aggregate net worth of the Company and all of the Subsidiary
Guarantors combined.

Section 10.04.    Additional Subsidiary Guarantors.
                  ---------------------------------

                  The Company covenants and agrees that it will cause any Person
which becomes obligated to guarantee the Notes, pursuant to the terms of Section
4.14 hereof, to execute a supplemental indenture satisfactory in form and
substance to the Trustee pursuant to which such Subsidiary Guarantor shall
guarantee the obligations of the Company under this Indenture with respect to
the Guaranteed Amount of Notes in accordance with this Article 10 with the same
effect and to the same extent as if such Person had been named herein as a
Subsidiary Guarantor.

Section 10.05.    Release of Subsidiary Guarantor.
                  --------------------------------

                  A Subsidiary Guarantor shall be released from all of its
obligations under its Subsidiary Guarantee if:

                  (i) the Company or such Subsidiary Guarantor has sold all or
         substantially all of the assets of such Subsidiary Guarantor;

                  (ii) the Company and its Restricted Subsidiaries have sold all
         of the Capital Stock of the Subsidiary Guarantor owned by them, in each
         case in a transaction in compliance with Section 4.10, 4.12 or 5.01
         hereof (as applicable); or

                  (iii) the Guaranteed Amount of Notes has been repaid in full
         and all obligations due and owing to the Trustee at such time in
         respect of the Guaranteed Amount of Notes have been paid;

and in each such case, the Subsidiary Guarantor has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to such transactions have been
complied with.

                  Notwithstanding the foregoing, upon designation of a
Restricted Subsidiary as an Unrestricted Subsidiary in compliance with Section
4.13, such Restricted Subsidiary shall, by execution


                                      -84-
<PAGE>


and delivery of a supplemental indenture in form satisfactory to the Trustee, be
released from any Subsidiary Guarantee previously made by such Restricted
Subsidiary.

                                   ARTICLE 11

                                   COLLATERAL

Section 11.01.    Security Documents; Additional Collateral; Substitute
                  Collateral.
                  -----------------------------------------------------

                  (a) Security Documents. In order to secure the due and
punctual payment of the principal of, premium, if any, and interest on and any
other Obligations with respect to the Notes, in the case of the Company, and the
Guaranteed Amount of Notes, in the case of the Subsidiary Guarantors, when and
as the same shall be due and payable, the Company, the Subsidiary Guarantors and
the Collateral Agent have simultaneously with the execution of this Indenture
entered into the Security Agreement to create the security interests securing
such obligations. The Collateral Agent, the Company and the Subsidiary
Guarantors each hereby agree that the Collateral Agent holds its interest in the
Collateral in trust for its benefit and for the benefit of the Holders (and the
holders of other Secured Obligations (as defined in the Security Agreement))
pursuant to the terms of the Security Documents. Each of the Company and the
Subsidiary Guarantors covenants and agrees that it shall execute, acknowledge
and deliver to the Collateral Agent such further assignments, transfers,
assurances or other instruments and shall do or cause to be done all such acts
and things as may be necessary or proper to assure and confirm to the Collateral
Agent its interest in the Collateral, or any part thereof, as from time to time
constituted, and the right, title and interest in and to the Security Documents
so as to render the same available for the security and benefit of this
Indenture and of the Notes.

                  (b) Additional Collateral. As soon as practicable following
the acquisition by the Company or any Subsidiary Guarantor of any After-Acquired
Property, the Company or such Subsidiary Guarantor shall take all action
required by the Security Documents with respect thereto.

Section 11.02.    Recording, Registration and Opinions.
                  -------------------------------------

                  The Company shall furnish to the Collateral Agent on the
anniversary of the Issue Date in each year, beginning with 2005, an Opinion of
Counsel, dated as of such date, which complies with TIA ss. 314(b)(2), either
(i)(x) stating that, in the opinion of such counsel, such action has been taken
with respect to the recordings, registrations, filings, re-recordings,
re-registrations and refilings of this Indenture, the Security Documents and all
supplemental indentures, financing statements, continuation statements and other
instruments of further assurance as are necessary to maintain the perfected
Liens of the Security Documents under applicable law in those items of
Collateral that can be perfected by the filing, recordings or registrations and
reciting with respect to such Liens on and security interests in the Collateral
the details of such action or referring to prior Opinions of Counsel in which
such details are given, and (y) stating that, based on relevant laws as in
effect on the date of such Opinion of Counsel, all financing statements,
continuation statements, and other documents have been executed and filed that
are necessary, as of such date and during the succeeding 12 months, fully to
maintain the perfection of the security interests of the Collateral Agent
hereunder and under the Security Documents with respect to the Collateral;
provided that if there is a required filing of a continuation statement or other
instrument within such 12 month period and such continuation statement or other
instrument is not effective if filed at the time of the opinion, such opinion
may so state and in that case the Company shall cause a continuation statement
or other instrument to be timely filed so as to maintain such Liens and security
interests and


                                      -85-
<PAGE>


shall provide a further Opinion of Counsel to the effect of this clause (i) upon
the filing of the relevant continuation statement or other instrument; or (ii)
stating that, in the opinion of such counsel, no such action is necessary to
maintain such Liens or security interests.

Section 11.03.    Release of Collateral.
                  ----------------------

                  The Collateral Agent shall not at any time release Collateral
from the Liens created by this Indenture and the Security Documents unless such
release is in accordance with the provisions of this Indenture and the Security
Documents.

Section 11.04.    Possession and Use of Collateral.
                  ---------------------------------

                  Subject to and in accordance with the provisions of this
Indenture and the Security Documents, so long as the Collateral Agent has not
exercised rights or remedies with respect to the Collateral in connection with
an Event of Default that has occurred and is continuing, except as provided in
the Security Agreement, the Company and the Subsidiary Guarantors shall have the
right to remain in possession and retain exclusive control of and to exercise
all rights with respect to the Collateral, to freely, operate, manage, develop,
lease, use, consume and enjoy the Collateral, to alter or repair any Collateral
so long as such alterations and repairs do not impair the Lien of the Security
Documents thereon, and otherwise comply with Section 11.06 hereof, and to
collect, receive, use, invest and dispose of the profits, revenues, proceeds and
other income thereof.

Section 11.05.    Specified Releases of Collateral.
                  ---------------------------------

                  (a) Satisfaction and Discharge; Defeasance. The Company and
the Subsidiary Guarantors shall be entitled to obtain a full release of all of
the Collateral from the Liens of the Security Documents upon payment in full of
all principal of, premium, if any, and interest on the Notes and of all
obligations for the payment of money due and owing to the Trustee or the
Holders, or upon compliance with the conditions precedent set forth in Article 9
for Legal Defeasance or Covenant Defeasance. Upon the release of any Subsidiary
Guarantor from its obligations under this Indenture and its Subsidiary Guarantee
pursuant to Section 10.05 hereof, such Subsidiary Guarantor shall be entitled to
obtain the release of all of its Collateral from the Liens of the Security
Documents. Upon delivery by the Company to the Collateral Agent of an Officers'
Certificate and an Opinion of Counsel, each to the effect that such conditions
precedent have been complied with (and which may be the same Officers'
Certificate and Opinion of Counsel required by Article 9), together with such
documentation, if any, as may be required by the Collateral Agent prior to the
release of such Collateral, the Collateral Agent shall forthwith take all
necessary action (at the written request of and the expense of the Company) to
release and reconvey to the Company and the applicable Subsidiary Guarantors
without recourse all of the Collateral, and shall deliver such Collateral in its
possession to the Company and the applicable Subsidiary Guarantors including,
without limitation, the execution and delivery of releases and satisfactions
wherever required.

                  (b) Dispositions of Collateral in Connection with Asset Sales.
The Company and the Subsidiary Guarantors, as the case may be, shall have the
right to obtain a release of items of Collateral subject to a sale or
disposition from the Lien of the Security Documents (the "Released Collateral"),
and the Collateral Agent shall release such Released Collateral from the Lien of
the relevant Security Document and reconvey the Released Collateral to the
Company or any such Subsidiary Guarantor if the Company delivers to the
Collateral Agent the following:

                  (1) a notice from the Company requesting the release of
         Released Collateral, (i) specifically describing the proposed Released
         Collateral, (ii) specifying the Fair Market Value of


                                      -86-
<PAGE>


         such Released Collateral on a date within 60 days of such notice (the
         "Valuation Date"), (iii) stating that such Released Collateral is to be
         sold and that the consideration to be received in respect of the
         Released Collateral is at least equal to the Fair Market Value of the
         Released Collateral and that such consideration is also to be made
         subject to the Lien of the Security Documents to the extent
         constituting After-Acquired Property, (iv) confirming the sale of, or
         an agreement to sell, such Released Collateral in a bona fide sale to a
         person that is not an Affiliate of the Company or, in the event that
         such sale is to a person that is an Affiliate, confirming that such
         sale is made in compliance with Section 4.11 and (v) certifying that if
         the sale of such Released Collateral constitutes an Asset Sale, such
         Asset Sale complies with the terms and conditions of this Indenture
         with respect thereto, including, without limitation, the applicable
         provisions of Section 4.10 and Section 4.12; and

                  (2) an Officers' Certificate of the Company stating that (i)
         such sale covers only the Released Collateral or such other Property
         that does not constitute Collateral subject to the sale or disposition,
         (ii) after giving effect to such sale or disposition, there is no
         Default or Event of Default in effect or continuing on the date thereof
         and the release of the Collateral will not result in a Default or Event
         of Default under this Indenture, and (iii) all conditions precedent in
         this Indenture and the Security Documents relating to the release in
         question have been complied with by the Company and, in the event that
         there is to be a substitution of Property for the Released Collateral
         subject to an Asset Sale, all documentation necessary to effect the
         substitution of such new Collateral and to subject such new Collateral
         to the Lien of the relevant Security Documents have been provided to
         the Collateral Agent.

                  Upon compliance by the Company with the conditions precedent
set forth above, the Collateral Agent shall cause to be released and reconveyed
to the Company or the applicable Subsidiary Guarantor the Released Collateral
without recourse by executing a release in the form provided by the Company or
the applicable Subsidiary Guarantor and reasonably acceptable to the Collateral
Agent.

                  (c) Release of Collateral in Connection with Events of Loss.
The Company and the Subsidiary Guarantors, as the case may be, shall be entitled
to obtain a release of, and the Collateral Agent shall release from the Lien of
the Security Documents, items of Collateral subject to an Event of Loss, upon
compliance with the conditions precedent that the Company shall have delivered
to the Collateral Agent the following:

                  (i) an Officers' Certificate of the Company certifying that
         (A) such Collateral is the subject of an Event of Loss and the amount
         of the Net Loss Proceeds, and (B) all conditions precedent to such
         release have been complied with; and

                  (ii) an Opinion of Counsel substantially to the effect:

                           (1) if applicable, that such Property has been taken
                  by eminent domain, or has been sold pursuant to the exercise
                  of a right vested in a governmental authority to purchase, or
                  to designate a purchaser or order a sale of, such property in
                  lieu of the exercise of the right of condemnation or eminent
                  domain;

                           (2) in the case of a taking by eminent domain, that
                  the award for the Property so taken has become final and that
                  an appeal from such award is not advisable in the interests of
                  the Company, which opinion as to factual matters may rely on a
                  certificate of an officer of the Company or a Subsidiary
                  Guarantor, as applicable; and


                                      -87-
<PAGE>


                           (3) that the instrument or instruments and the award
                  or payment of such taking which have been or are therewith
                  delivered to and deposited with the Collateral Agent conform
                  to the requirements of the applicable Security Documents and
                  that, upon the basis of such application, the Collateral Agent
                  is permitted by the terms hereof and of the Security Documents
                  to execute and deliver the release requested, and that all
                  conditions precedent herein and in the Security Documents
                  provided for relating to such release have been complied with.

                  In any proceedings for the taking of any part of the
Collateral, the Collateral Agent may be represented by counsel acceptable to the
Collateral Agent.

                  Upon compliance by the Company with the conditions precedent
set forth above, the Collateral Agent shall cause to be released and reconveyed
to the Company or the applicable Subsidiary Guarantor without recourse the
aforementioned items of Collateral which are the subject of such Event of Loss
by executing a release in the form provided by the Company or the applicable
Subsidiary Guarantor acceptable to the Collateral Agent.

Section 11.06.    Unconditional Release of Collateral From Lien of Indenture and
                  Collateral Documents.
                  --------------------------------------------------------------

                  Notwithstanding the provisions of Section 11.05 and subject to
Section 11.07, so long as no Default or Event of Default shall have occurred and
be continuing or would result therefrom, the Company or any Subsidiary Guarantor
may release from the Lien of the Security Documents (and upon the request of the
Company, the Collateral Agent shall confirm in writing any such release) any
item of Collateral without any prior consent by the Collateral Agent, to conduct
ordinary activities with respect to the Collateral, including:

                  (i) selling or otherwise disposing of, in any transaction or
         series of related transactions, any Property subject to the Lien of the
         Security Documents which has become worn out or obsolete and which has
         an aggregate Fair Market Value of $500,000 or less;

                  (ii) selling or otherwise disposing of, in any transaction or
         series of related transactions, any Property subject to the Lien of the
         Security Documents which has become worn out or obsolete and which is
         replaced by Property of substantially equivalent or greater value which
         becomes subject to the Lien of the Security Documents as After-Acquired
         Property;

                  (iii) abandoning, terminating, canceling, releasing or making
         alterations in or substitutions of any leases or contracts subject to
         the Lien of the Security Documents;

                  (iv) surrendering or modifying any immaterial franchise,
         license or permit subject to the Lien of any of the Security Documents
         which it may own or under which it may be operating; and altering,
         repairing, replacing, changing the location or position of and adding
         to its structures, machinery, systems, equipment, fixtures and
         appurtenances;

                  (v) granting a nonexclusive license of any intellectual
         property; and

                  (vi) abandoning intellectual property which has become
         obsolete and not used in its business.


                                      -88-
<PAGE>


Section 11.07.    Form and Sufficiency of Release.
                  --------------------------------

                  In the event that the Company or any Subsidiary Guarantor has
sold, exchanged, or otherwise disposed of or proposes to sell, exchange or
otherwise dispose of any portion of the Collateral that under the provisions of
Section 11.05 or 11.06 may be sold, exchanged or otherwise disposed of by the
Company or any Subsidiary Guarantor, and the Company or such Subsidiary
Guarantor requests the Collateral Agent to furnish a written disclaimer, release
or quitclaim of any interest in such Property under the Security Documents, upon
compliance by the Company or such Subsidiary Guarantor with the provisions of
Section 11.05 or 11.06 (which, in the case of Section 11.06, shall include
receipt of (i) an Officers' Certificate of the Company or such Subsidiary
Guarantor reciting the sale, exchange or other disposition made or proposed to
be made and describing in reasonable detail the property affected thereby, and
stating that such Property is Property which by the provisions of Section 11.06
may be sold, exchanged or otherwise disposed of or dealt with by the Company or
such Subsidiary Guarantor without any release or consent of the Collateral Agent
and (ii) an Opinion of Counsel (which may, as to factual matters, rely upon such
Officer's Certificate) stating that the sale, exchange or other disposition made
or proposed to be made was duly taken by the Company or such Subsidiary
Guarantor in conformity with a designated subsection of Section 11.06 and that
the execution and form of such written disclaimer, release or quit-claim is
appropriate under this Section 11.07), the Collateral Agent shall execute,
acknowledge and deliver to the Company or such Subsidiary Guarantor such an
instrument in the form provided by the Company, and providing for release
without recourse, promptly after satisfaction of the conditions set forth herein
for delivery of any such release and shall take such other action as the Company
or such Subsidiary Guarantor may reasonably request in writing and as necessary
to effect such release. Notwithstanding the preceding sentence, all purchasers
and grantees of any Property purporting to be released shall be entitled to rely
upon any release executed by the Collateral Agent hereunder as sufficient for
the purpose of this Indenture and as constituting a good and valid release of
the Property therein described from the Lien of the Security Documents.

Section 11.08.    Purchaser Protected.
                  --------------------

                  No purchaser or grantee of any property or rights purporting
to be released shall be bound to ascertain the authority of the Collateral Agent
to execute the release or to inquire as to the existence of any conditions
herein prescribed for the exercise of such authority.

Section 11.09.    Authorization of Actions to Be Taken by the Collateral Agent
                  Under the Security Documents.
                  ------------------------------------------------------------

                  Subject to the provisions of the Security Documents:

                  (a) the Collateral Agent may, in its sole discretion and
         without the consent of the Holders, take all actions it deems necessary
         or appropriate in order to (i) enforce any of the terms of the Security
         Documents and (ii) collect and receive any and all amounts payable in
         respect of the obligations of the Company and the Subsidiary Guarantors
         hereunder and under the Security Documents; and

                  (b) the Collateral Agent shall have power to institute and to
         maintain such suits and proceedings as it may deem expedient to prevent
         any impairment of the Collateral by any act that may be unlawful or in
         violation of the Security Documents or this Indenture, and such suits
         and proceedings as the Collateral Agent may deem expedient to preserve
         or protect its interests and the interests of the Holders in the
         Collateral (including the power to institute and maintain suits or
         proceedings to restrain the enforcement of or compliance with any
         legislative or other


                                      -89-
<PAGE>


         governmental enactment, rule or order that may be unconstitutional or
         otherwise invalid if the enforcement of, or compliance with, such
         enactment, rule or order would impair the security interest thereunder
         or be prejudicial to the interests of the Holders or of the Collateral
         Agent).

Section 11.10.    Authorization of Receipt of Funds by the Trustee Under the
                  Collateral Documents.
                  ----------------------------------------------------------

                  The Trustee is authorized to receive any funds for the benefit
of Holders distributed under the Collateral Documents, to apply such funds as
provided in this Indenture and to make further distributions of such funds in
accordance with the provisions of Section 6.10.

Section 11.11.    Powers Exercisable by Receiver or Collateral Agent.
                  ---------------------------------------------------

                  In case the Collateral shall be in the possession of a
receiver or trustee, lawfully appointed, the powers conferred in this Article 11
upon the Company or any Subsidiary Guarantor, as applicable, with respect to the
release, sale or other disposition of such Property may be exercised by such
receiver or trustee, and an instrument signed by such receiver or trustee shall
be deemed the equivalent of any similar instrument of the Company or any
Subsidiary Guarantor, as applicable, or of any officer or officers thereof
required by the provisions of this Article 11.

                                   ARTICLE 12

                                  MISCELLANEOUS


Section 12.01.    [Intentionally Omitted].
                  ------------------------

Section 12.02.    Notices.
                  --------

                  Any notice or communication shall be given in writing and
delivered in person, sent by facsimile, delivered by commercial courier service
or mailed by first-class mail, postage prepaid, addressed as follows:

                  If to the Company or any Subsidiary Guarantor:

                           Paxson Communications Corporation
                           601 Clearwater Park Road
                           West Palm Beach, Florida  33401
                           Attention: Chief Financial Officer
                                      General Counsel

                  Copy to:

                           Holland & Knight LLP
                           222 Lakeview Avenue
                           Suite 1000
                           West Palm Beach, Florida  33401
                           Attention: David L. Perry, Esq.


                                      -90-
<PAGE>


                  If to the Trustee or the Collateral Agent:

                           The Bank of New York
                           101 Barclay Street, 8W
                           New York, New York 10286
                           Attention: Corporate Trust Administration
                           Facsimile: (212) 815-5707

                  Such notices or communications shall be effective when
received and shall be sufficiently given if so given within the time prescribed
in this Indenture.

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

                  Any notice or communication mailed to a Holder shall be mailed
to him by first-class mail, postage prepaid, at his address shown on the
register kept by the Registrar.

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

                  In case by reason of the suspension of regular mail service,
or by reason of any other cause, it shall be impossible to mail any notice as
required by this Indenture, then such method of notification as shall be made
with the approval of the Trustee shall constitute a sufficient mailing of such
notice.

Section 12.03.    Communications by Holders with Other Holders.
                  ---------------------------------------------

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

Section 12.04.    Certificate and Opinion as to Conditions Precedent.
                  ---------------------------------------------------

                  Upon any request or application by the Company or any
Subsidiary Guarantor to the Trustee or the Collateral Agent, as the case may be,
to take any action under this Indenture or the Security Documents, the Company
shall furnish to the Trustee or the Collateral Agent, as the case may be:

                  (1) an Officers' Certificate (which shall include the
         statements set forth in Section 12.05 below) 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

                  (2) other than in connection with any release pursuant to
         Section 11.05(b) or Section 11.05(c), an Opinion of Counsel (which
         shall include the statements set forth in Section 12.05 below) stating
         that, in the opinion of such counsel, all such conditions precedent
         have been complied with.


                                      -91-
<PAGE>


Section 12.05.    Statements Required in Certificate and Opinion.
                  -----------------------------------------------

                  Each certificate and opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

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

                  (2) 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;

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

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

Section 12.06.    When Treasury Notes Disregarded.
                  --------------------------------

                  In determining whether the Holders of the required aggregate
principal amount of Notes have concurred in any direction, waiver or consent,
Notes owned by the Company, any Subsidiary Guarantor or any other obligor on the
Notes or by any Affiliate of any of them shall be disregarded, except that for
the purposes of determining whether the Trustee or the Collateral Agent shall be
protected in relying on any such direction, waiver or consent, only Notes which
a Responsible Officer of the Trustee or the Collateral Agent actually knows are
so owned shall be so disregarded. Notes so owned which have been pledged in good
faith shall not be disregarded if the pledgee establishes to the satisfaction of
the Trustee or the Collateral Agent the pledgee's right so to act with respect
to the Notes and that the pledgee is not the Company, a Subsidiary Guarantor or
any other obligor upon the Notes or any Affiliate of any of them.

Section 12.07.    Rules by Trustee, Collateral Agent and Agents.
                  ----------------------------------------------

                  The Trustee and the Collateral Agent may make reasonable rules
for action by or meetings of Holders. The Registrar, the Calculation Agent and
Paying Agent may make reasonable rules for their functions.

Section 12.08.    Business Days; Legal Holidays.
                  ------------------------------

                  A "Business Day" is a day that is not a Legal Holiday. A
"Legal Holiday" is a Saturday, a Sunday, a federally-recognized holiday or a day
on which banking institutions are not required to be open in the State of New
York. If a payment date is a Legal Holiday at a place of payment, payment may be
made at that place on the next succeeding day that is not a Legal Holiday, and
no interest shall accrue for the intervening period.

Section 12.09.    Governing Law.
                  --------------

                  THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT
REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE


                                      -92-
<PAGE>


PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE
OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
INDENTURE OR THE SECURITIES.

Section 12.10.    No Adverse Interpretation of Other Agreements.
                  ----------------------------------------------

                  This Indenture may not be used to interpret another indenture,
loan, security or debt agreement of the Company or any subsidiary thereof. No
such indenture, loan, security or debt agreement may be used to interpret this
Indenture.

Section 12.11.    No Recourse Against Others.
                  ---------------------------

                  No recourse for the payment of the principal of, premium, if
any, or interest on any of the Notes, or for any claim based thereon or
otherwise in respect thereof, and no recourse under or upon any obligation,
covenant or agreement of the Company or any Subsidiary Guarantor in this
Indenture or the Security Documents or in any supplemental indenture, or in any
of the Notes, or because of the creation of any Debt represented thereby, shall
be had against any stockholder, officer, director or employee, as such, past,
present or future, of the Company or of any successor corporation or against the
Property or assets of any such stockholder, officer, employee or director,
either directly or through the Company or any Subsidiary Guarantor, or any
successor corporation thereof, whether by virtue of any constitution, statute or
rule of law, or by the enforcement of any assessment or penalty or otherwise; it
being expressly understood that this Indenture and the Notes are solely
obligations of the Company and the Subsidiary Guarantors, and that no such
personal liability whatever shall attach to, or is or shall be incurred by, any
stockholder, officer, employee or director of the Company or any Subsidiary
Guarantor, or any successor corporation thereof, because of the creation of the
indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or the Notes or implied
therefrom, and that any and all such personal liability of, and any and all
claims against every stockholder, officer, employee and director, are hereby
expressly waived and released as a condition of, and as a consideration for, the
execution of this Indenture and the issuance of the Notes. It is understood that
this limitation on recourse is made expressly for the benefit of any such
shareholder, employee, officer or director and may be enforced by any of them.

Section 12.12.    Successors.
                  -----------

                  All agreements of the Company and the Subsidiary Guarantors in
this Indenture, the Security Documents and the Notes shall bind their respective
successors. All agreements of the Trustee, any additional trustee, the
Collateral Agent, any additional collateral agent and any Paying Agents in this
Indenture shall bind its successor.

Section 12.13.    Multiple Counterparts.
                  ----------------------

                  The parties may sign multiple counterparts of this Indenture.
Each signed counterpart shall be deemed an original, but all of them together
represent one and the same agreement.

Section 12.14.    Table of Contents, Headings, etc.
                  ---------------------------------

                  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 to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.


                                      -93-
<PAGE>


Section 12.15.    Separability.
                  -------------

                  Each provision of this Indenture shall be considered separable
and if for any reason any provision which is not essential to the effectuation
of the basic purpose of this Indenture or the Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.


                                      -94-
<PAGE>


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


                                  PAXSON COMMUNICATIONS CORPORATION
                                  (a Delaware corporation)


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


                                  SUBSIDIARY GUARANTORS:
                                  ---------------------

                                  BUD HITS, INC.
                                  (a Florida corporation)

                                  BUD SONGS, INC.
                                  (a Florida corporation)

                                  CLEARLAKE PRODUCTIONS, INC.
                                  (a Florida corporation)

                                  FLAGLER PRODUCTIONS, INC
                                  (a Florida corporation)

                                  IRON MOUNTAIN PRODUCTIONS, INC.
                                  (a Florida corporation)

                                  OCEAN STATE TELEVISION, LLC
                                  (a Delaware limited liability company)

                                  PAX HITS PUBLISHING, INC.
                                  (a Florida corporation)

                                  PAX INTERNET, INC.
                                  (a Florida corporation)

                                  PAX NET TELEVISION PRODUCTIONS, INC.
                                  (a Florida corporation)

                                  PAX NET, INC.
                                  (a Delaware corporation)

                                  PAXSON AKRON LICENSE, INC.
                                  (a Florida corporation)

                                  PAXSON ALBANY LICENSE, INC.
                                  (a Florida corporation)


                                      -95-
<PAGE>


                                  PAXSON ALBUQUERQUE LICENSE, INC.
                                  (a Florida corporation)

                                  PAXSON ATLANTA LICENSE, INC.
                                  (a Florida corporation)

                                  PAXSON BATTLE CREEK LICENSE, INC.
                                  (a Florida corporation)

                                  PAXSON BIRMINGHAM LICENSE, INC.
                                  (a Florida corporation)

                                  PAXSON BOSTON LICENSE, INC.
                                  (a Florida corporation)

                                  PAXSON BOSTON-68 LICENSE, INC.
                                  (a Florida corporation)

                                  PAXSON BUFFALO LICENSE, INC.
                                  (a Florida corporation)

                                  PAXSON CEDAR RAPIDS LICENSE, INC.
                                  (a Florida corporation)

                                  PAXSON CHARLESTON LICENSE, INC.
                                  (a Florida corporation)

                                  PAXSON CHICAGO LICENSE, INC.
                                  (a Florida corporation)

                                  PAXSON COMMUNICATIONS LICENSE COMPANY, LLC
                                  (a Delaware limited liability company)

                                  PAXSON COMMUNICATIONS LPTV, INC.
                                  (a Florida corporation)

                                  PAXSON COMMUNICATIONS MANAGEMENT COMPANY, INC.
                                   (a Florida corporation)

                                  PAXSON COMMUNICATIONS OF AKRON-23, INC.
                                  (a Florida corporation)

                                  PAXSON COMMUNICATIONS OF ALBANY-55, INC.
                                  (a Florida corporation)

                                  PAXSON COMMUNICATIONS OF ALBUQUERQUE-14, INC.
                                  (a Florida corporation)


                                      -96-
<PAGE>


                                  PAXSON COMMUNICATIONS OF ATLANTA-14, INC.
                                  (a Florida corporation)

                                  PAXSON COMMUNICATIONS OF BATTLE CREEK-43, INC.
                                  (a Florida corporation)

                                  PAXSON COMMUNICATIONS OF BIRMINGHAM-44, INC.
                                  (a Florida corporation)

                                  PAXSON COMMUNICATIONS OF BOSTON-46, INC.
                                  (a Florida corporation)

                                  PAXSON COMMUNICATIONS OF BOSTON-60, INC.
                                  (a Florida corporation)

                                  PAXSON COMMUNICATIONS OF BOSTON-68, INC.
                                  (a Florida corporation)

                                  PAXSON COMMUNICATIONS OF BUFFALO-51, INC.
                                  (a Florida corporation)

                                  PAXSON COMMUNICATIONS OF CEDAR RAPIDS-48, INC.
                                  (a Florida corporation)

                                  PAXSON COMMUNICATIONS OF CHARLESTON-29, INC.
                                  (a Florida corporation)

                                  PAXSON COMMUNICATIONS OF CHICAGO-38, INC.
                                  (a Florida corporation)

                                  PAXSON COMMUNICATIONS OF DALLAS-68, INC.
                                  (a Florida corporation)

                                  PAXSON COMMUNICATIONS OF DAVENPORT-67, INC.
                                  (a Florida corporation)

                                  PAXSON COMMUNICATIONS OF DENVER-59, INC.
                                  (a Florida corporation)

                                  PAXSON COMMUNICATIONS OF DES MOINES-39, INC.
                                  (a Florida corporation)

                                  PAXSON COMMUNICATIONS OF DETROIT-31, INC.
                                  (a Florida corporation)

                                  PAXSON COMMUNICATIONS OF FAYETTEVILLE-62, INC.
                                  (a Florida corporation)


                                      -97-
<PAGE>


                                  PAXSON COMMUNICATIONS OF FRESNO-61, INC.
                                  (a Florida corporation)

                                  PAXSON COMMUNICATIONS OF GREENSBORO-16, INC.
                                  (a Florida corporation)

                                  PAXSON COMMUNICATIONS OF GREENVILLE-38, INC.
                                  (a Florida corporation)

                                  PAXSON COMMUNICATIONS OF HARTFORD-26, INC.
                                  (a Florida corporation)

                                  PAXSON COMMUNICATIONS OF HONOLULU-66, INC.
                                  (a Florida corporation)

                                  PAXSON COMMUNICATIONS OF HOUSTON-49, INC.
                                  (a Florida corporation)

                                  PAXSON COMMUNICATIONS OF INDIANAPOLIS-63, INC.
                                  (a Florida corporation)

                                  PAXSON COMMUNICATIONS OF JACKSONVILLE-21, INC.
                                  (a Florida corporation)

                                  PAXSON COMMUNICATIONS OF JACKSONVILLE-35, INC.
                                  (a Florida corporation)

                                  PAXSON COMMUNICATIONS OF KANSAS CITY-50, INC.
                                  (a Florida corporation)

                                  PAXSON COMMUNICATIONS OF KNOXVILLE-54, INC.
                                  (a Florida corporation)

                                  PAXSON COMMUNICATIONS OF LEXINGTON-67, INC.
                                  (a Florida corporation)

                                  PAXSON COMMUNICATIONS OF LOS ANGELES-30, INC.
                                  (a Florida corporation)

                                  PAXSON COMMUNICATIONS OF LOUISVILLE-21, INC.
                                  (a Florida corporation)

                                  PAXSON COMMUNICATIONS OF MEMPHIS-50, INC.
                                  (a Florida corporation)

                                  PAXSON COMMUNICATIONS OF MIAMI-35, INC.
                                  (a Florida corporation)


                                      -98-
<PAGE>


                                 PAXSON COMMUNICATIONS OF MILWAUKEE-55, INC.
                                 (a Florida corporation)

                                 PAXSON COMMUNICATIONS OF MINNEAPOLIS-41, INC.
                                 (a Florida corporation)

                                 PAXSON COMMUNICATIONS OF MOBILE-61, INC.
                                 (a Florida corporation)

                                 PAXSON COMMUNICATIONS OF NASHVILLE-28, INC.
                                 (a Florida corporation)

                                 PAXSON COMMUNICATIONS OF NEW ORLEANS-49, INC.
                                 (a Florida corporation)

                                 PAXSON COMMUNICATIONS OF NEW YORK-31, INC.
                                 (a Florida corporation)

                                 PAXSON COMMUNICATIONS OF NORFOLK-49, INC.
                                 (a Florida corporation)

                                 PAXSON COMMUNICATIONS OF OKLAHOMA CITY-62, INC.
                                 (a Florida corporation)

                                 PAXSON COMMUNICATIONS OF ORLANDO-56, INC.
                                 (a Florida corporation)

                                 PAXSON COMMUNICATIONS OF PHILADELPHIA-61, INC.
                                 (a Florida corporation)

                                 PAXSON COMMUNICATIONS OF PHOENIX-13, INC.
                                 (a Florida corporation)

                                 PAXSON COMMUNICATIONS OF PHOENIX-51, INC.
                                 (a Florida corporation)

                                 PAXSON COMMUNICATIONS OF PITTSBURGH-40, INC.
                                 (a Florida corporation)

                                 PAXSON COMMUNICATIONS OF PORTLAND-22, INC.
                                 (a Florida corporation)

                                 PAXSON COMMUNICATIONS OF PORTLAND-23, INC.
                                 (a Florida corporation)

                                 PAXSON COMMUNICATIONS OF PROVIDENCE-69, INC.
                                 (a Florida corporation)


                                      -99-
<PAGE>


                                PAXSON COMMUNICATIONS OF RALEIGH-47, INC.
                                (a Florida corporation)

                                PAXSON COMMUNICATIONS OF ROANOKE-38, INC.
                                (a Florida corporation)

                                PAXSON COMMUNICATIONS OF SACRAMENTO-29, INC.
                                (a Florida corporation)

                                PAXSON COMMUNICATIONS OF SALT LAKE CITY-30, INC.
                                (a Florida corporation)

                                PAXSON COMMUNICATIONS OF SAN ANTONIO-26, INC.
                                (a Florida corporation)

                                PAXSON COMMUNICATIONS OF SAN JOSE-65, INC.
                                (a Florida corporation)

                                PAXSON COMMUNICATIONS OF SAN JUAN, INC.
                                (a Florida corporation)

                                PAXSON COMMUNICATIONS OF SCRANTON-64, INC.
                                (a Florida corporation)

                                PAXSON COMMUNICATIONS OF SEATTLE-33, INC.
                                (a Florida corporation)

                                PAXSON COMMUNICATIONS OF SHREVEPORT-21, INC.
                                (a Florida corporation)

                                PAXSON COMMUNICATIONS OF SPOKANE-34, INC.
                                (a Florida corporation)

                                PAXSON COMMUNICATIONS OF ST. CROIX-15, INC.
                                (a Florida corporation)

                                PAXSON COMMUNICATIONS OF ST. LOUIS-13, INC.
                                (a Florida corporation)

                                PAXSON COMMUNICATIONS OF SYRACUSE-56, INC.
                                (a Florida corporation)

                                PAXSON COMMUNICATIONS OF TAMPA-66, INC.
                                (a Florida corporation)

                                PAXSON COMMUNICATIONS OF TUCSON-46, INC.
                                (a Florida corporation)

                                PAXSON COMMUNICATIONS OF TULSA-44, INC.
                                (a Florida corporation)


                                     -100-
<PAGE>


                               PAXSON COMMUNICATIONS OF WASHINGTON-60, INC.
                               (a Florida corporation)

                               PAXSON COMMUNICATIONS OF WASHINGTON-66, INC.
                               (a Florida corporation)

                               PAXSON COMMUNICATIONS OF WAUSAU-46, INC.
                               (a Florida corporation)

                               PAXSON COMMUNICATIONS OF WEST PALM BEACH-67, INC.
                               (a Florida corporation)

                               PAXSON COMMUNICATIONS TELEVISION, INC.
                               (a Florida corporation)

                               PAXSON DALLAS LICENSE, INC.
                               (a Florida corporation)

                               PAXSON DAVENPORT LICENSE, INC.
                               (a Florida corporation)

                               PAXSON DENVER LICENSE, INC.
                               (a Florida corporation)

                               PAXSON DES MOINES LICENSE, INC.
                               (a Florida corporation)

                               PAXSON DETROIT LICENSE, INC.
                               (a Florida corporation)

                               PAXSON DEVELOPMENT, INC.
                               (a Florida corporation)

                               PAXSON FAYETTEVILLE LICENSE, INC.
                               (a Florida corporation)

                               PAXSON FRESNO LICENSE, INC.
                               (a Florida corporation)

                               PAXSON GREENSBORO LICENSE, INC.
                               (a Florida corporation)

                               PAXSON GREENVILLE LICENSE, INC.
                               (a Florida corporation)

                               PAXSON HARTFORD HOLDINGS, INC.
                               (a Florida corporation)

                               PAXSON HARTFORD LICENSE, INC.
                               (a Florida corporation)


                                     -101-
<PAGE>


                                  PAXSON HAWAII LICENSE, INC.
                                  (a Florida corporation)

                                  PAXSON HOLDINGS, INC.
                                  (a Florida corporation)

                                  PAXSON HOUSTON LICENSE, INC.
                                  (a Florida corporation)

                                  PAXSON INDIANAPOLIS HOLDINGS, INC.
                                  (a Florida corporation)

                                  PAXSON INDIANAPOLIS LICENSE, INC.
                                  (a Florida corporation)

                                  PAXSON JACKSONVILLE LICENSE, INC.
                                  (a Florida corporation)

                                  PAXSON JAX LICENSE, INC.
                                  (a Florida corporation)

                                  PAXSON KANSAS CITY LICENSE, INC.
                                  (a Florida corporation)

                                  PAXSON KNOXVILLE LICENSE, INC.
                                  (a Florida corporation)

                                  PAXSON LEXINGTON LICENSE, INC.
                                  (a Florida corporation)

                                  PAXSON LOS ANGELES LICENSE, INC.
                                  (a Florida corporation)

                                  PAXSON MERCHANDISING & LICENSING, INC.
                                  (a Florida corporation)

                                  PAXSON MIAMI-35 LICENSE, INC.
                                  (a Florida corporation)

                                  PAXSON MILWAUKEE LICENSE, INC.
                                  (a Florida corporation)

                                  PAXSON MINNEAPOLIS LICENSE, INC.
                                  (a Florida corporation)

                                  PAXSON MOBILE LICENSE, INC.
                                  (a Florida corporation)

                                  PAXSON NEW YORK LICENSE, INC.
                                  (a Florida corporation)


                                     -102-
<PAGE>


                                  PAXSON NORFOLK LICENSE, INC.
                                  (a Florida corporation)

                                  PAXSON NORWELL HOLDINGS, INC.
                                  (a Florida corporation)

                                  PAXSON NORWELL INTEREST, INC.
                                  (a Florida corporation)

                                  PAXSON NORWELL INTERMEDIARY, INC.
                                  (a Florida corporation)

                                  PAXSON OKLAHOMA CITY LICENSE, INC.
                                  (a Florida corporation)

                                  PAXSON ORLANDO LICENSE, INC.
                                  (a Florida corporation)

                                  PAXSON PHILADELPHIA LICENSE, INC.
                                  (a Florida corporation)

                                  PAXSON PHOENIX LICENSE, INC.
                                  (a Florida corporation)

                                  PAXSON PORTLAND LICENSE, INC.
                                  (a Florida corporation)

                                  PAXSON PRODUCTIONS, INC.
                                  (a Florida corporation)

                                  PAXSON RALEIGH LICENSE, INC.
                                  (a Florida corporation)

                                  PAXSON ROANOKE LICENSE, INC.
                                  (a Florida corporation)

                                  PAXSON SACRAMENTO LICENSE, INC.
                                  (a Florida corporation)

                                  PAXSON SALEM LICENSE, INC.
                                  (a Florida corporation)

                                  PAXSON SALT LAKE CITY LICENSE, INC.
                                  (a Florida corporation)

                                  PAXSON SAN ANTONIO LICENSE, INC.
                                  (a Florida corporation)

                                  PAXSON SAN JOSE LICENSE, INC.
                                  (a Florida corporation)


                                     -103-
<PAGE>


                                  PAXSON SCRANTON LICENSE, INC.
                                  (a Florida corporation)

                                  PAXSON SEATTLE LICENSE, INC.
                                  (a Florida corporation)

                                  PAXSON SHREVEPORT LICENSE, INC.
                                  (a Florida corporation)

                                  PAXSON SPOKANE LICENSE, INC.
                                  (a Florida corporation)

                                  PAXSON SPORTS OF MIAMI, INC.
                                  (a Florida corporation)

                                  PAXSON ST. CROIX LICENSE, INC.
                                  (a Florida corporation)

                                  PAXSON SYRACUSE LICENSE, INC.
                                  (a Florida corporation)

                                  PAXSON TAMPA-66 LICENSE, INC.
                                  (a Florida corporation)

                                  PAXSON TELEVISION PRODUCTIONS, INC.
                                  (a Florida corporation)

                                  PAXSON TELEVISION, INC.
                                  (a Florida corporation)

                                  PAXSON TENNESSEE LICENSE, INC.
                                  (a Florida corporation)

                                  PAXSON TULSA LICENSE, INC.
                                  (a Florida corporation)

                                  PAXSON WASHINGTON LICENSE, INC.
                                  (a Florida corporation)

                                  PAXSON WASHINGTON-60 LICENSE, INC.
                                  (a Florida corporation)

                                  PAXSON WAUSAU LICENSE, INC.
                                  (a Florida corporation)

                                  PAXSON WEST PALM BEACH HOLDINGS, INC.
                                  (a Delaware corporation)

                                  PAXSON WEST PALM BEACH LICENSE, INC.
                                  (a Florida corporation)


                                     -104-
<PAGE>


                            PCC DIRECT, INC.
                            (a Florida corporation)


                            TRAVEL CHANNEL ACQUISITION CORPORATION
                            (a Florida corporation)


                            By:
                                -----------------------------------------
                                Name:  Thomas E. Severson, Jr.
                                Title: Vice President and Treasurer
                                       of each of such Subsidiary Guarantors


                            AMERICA 51, L.P.
                            (a Delaware limited partnership)


                            By: Paxson Communications of Phoenix-51, Inc.,
                                its General Partner and Limited Partner


                            By: Paxson Communications Television, Inc.,
                                its Limited Partner


                            By:
                                ------------------------------------------
                                Name:  Thomas E. Severson, Jr.
                                Title: Vice President and Treasurer
                                       of such General and Limited Partners


                            THE BANK OF NEW YORK as Trustee and Collateral Agent


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


                                     -105-
<PAGE>


                                                                       EXHIBIT A

                                 [Face of Note]


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

                                                                     CUSIP _____

                        PAXSON COMMUNICATIONS CORPORATION
                   Senior Secured Floating Rate Notes due 2010


No. ___                                                            $____________


                       PAXSON COMMUNICATIONS CORPORATION,
                     a Delaware corporation (the "Company")


promises to pay to ______________________________________________ or registered
assigns, the principal sum of _____________________ Dollars on January 15, 2010.

Interest Payment Dates: January 15, April 15, July 15 and October 15 of each
year, beginning on April 15, 2004.

Record Dates: January 1, April 1, July 1 and October 1 of each year.


                                      A-1
<PAGE>


                  IN WITNESS WHEREOF, the Company has caused this Note to be
signed manually or by facsimile by its duly authorized officers.


                                            PAXSON COMMUNICATIONS CORPORATION


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


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


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

Dated:

THE BANK OF NEW YORK,
as Trustee


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


                                      A-2
<PAGE>


                                [Reverse of Note]
             Senior Secured Floating Rate Notes due January 15, 2010


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

[Insert the Restricted Notes Legend, if applicable pursuant to the provisions of
the Indenture]

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

                  1. Interest.

                  (a) The Notes will bear interest at a rate per annum, reset
quarterly, equal to LIBOR plus 2.75% as determined by the calculation agent (the
"Calculation Agent"), which shall initially be the Trustee. For purposes of this
paragraph 1(a), the following terms have the meanings indicated below:

                  "LIBOR," with respect to an Interest Period, will be the rate
(expressed as a percentage per annum) for deposits in United States dollars for
three-month periods beginning on the first day of such Interest Period that
appears on Telerate Page 3750 as of 11:00 a.m., London time, on the
Determination Date. If Telerate Page 3750 does not include such a rate or is
unavailable on a Determination Date, the Calculation Agent will request the
principal London office of each of four major banks in the London interbank
market, as selected by the Calculation Agent, to provide such bank's offered
quotation (expressed as a percentage per annum), as of approximately 11:00 a.m.,
London time, on such Determination Date, to prime banks in the London interbank
market for deposits in a Representative Amount in United States dollars for a
three-month period beginning on the first day of such Interest Period. If at
least two such offered quotations are so provided, LIBOR for the Interest Period
will be the arithmetic mean of such quotations. If fewer than two such
quotations are so provided, the Calculation Agent will request each of three
major banks in New York City, as selected by the Calculation Agent, to provide
such bank's rate (expressed as a percentage per annum), as of approximately
11:00 a.m., New York City time, on such Determination Date, for loans in a
Representative Amount in United States dollars to leading European banks for a
three-month period beginning on the first day of such Interest Period. If at
least two such rates are so provided, LIBOR for the Interest Period will be the
arithmetic mean of such rates. If fewer than two such rates are so provided,
then LIBOR for the Interest Period will be LIBOR in effect with respect to the
immediately preceding Interest Period.

                  "Interest Period" means the period commencing on and including
an Interest Payment Date and ending on and including the day immediately
preceding the next succeeding Interest Payment Date; provided that the first
Interest Period shall commence on and include January 12, 2004 and end on and
include April 14, 2004.

                  "Determination Date," with respect to an Interest Period, will
be the second London Banking Day preceding the first day of the Interest Period.

                  "London Banking Day" is any day in which dealings in United
States dollars are transacted or, with respect to any future date, are expected
to be transacted in the London interbank market.

                  "Representative Amount" means a principal amount of not less
than US$1,000,000 for a single transaction in the relevant market at the
relevant time.


                                      A-3
<PAGE>


                  "Telerate Page 3750" means the display designated as "Page
3750" on the Moneyline Telerate service (or such other page as may replace Page
3750 on that service).

                  The amount of interest for each day that the Notes are
outstanding (the "Daily Interest Amount") will be calculated by dividing the
interest rate in effect for such day by 360 and multiplying the result by the
principal amount of the Notes. The amount of interest to be paid on the Notes
for each Interest Period will be calculated by adding the Daily Interest Amounts
for each day in the Interest Period.

                  All percentages resulting from any of the above calculations
will be rounded, if necessary, to the nearest one hundred-thousandth of a
percentage point, with five one-millionths of a percentage point being rounded
upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655))
and all dollar amounts used in or resulting from such calculations will be
rounded to the nearest cent (with one-half cent being rounded upwards).

                  Notwithstanding anything to the contrary in this paragraph 1,
the interest rate on the Notes will in no event be higher than the maximum rate
permitted by New York law as the same may be modified by United States law of
general application.

                  The Calculation Agent will, upon the request of the holder of
any Note, provide the interest rate then in effect with respect to the Notes.
All calculations made by the Calculation Agent in the absence of manifest error
will be conclusive for all purposes and binding on the Company, the Subsidiary
Guarantors and the Holders of the Notes.

                  The Company will pay interest quarterly in arrears on January
15, April 15, July 15 and October 15 of each year, or if any such day is not a
Business Day, on the next succeeding Business Day (each an "Interest Payment
Date"). Interest on the Notes will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from the date of
issuance; provided that if there is no existing Default in the payment of
interest, and if this Note is authenticated between a record date referred to on
the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further, that
the first Interest Payment Date shall be April 15, 2004. The Company shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at the rate borne by the Notes; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest (without regard to any applicable grace periods) from
time to time on demand at the same rate to the extent lawful.

                  2. Method of Payment. The Company will pay interest on the
Notes (except defaulted interest) to the Persons who are registered Holders of
Notes at the close of business on the January 1, April 1, July 1 or October 1
next preceding the Interest Payment Date, even if such Notes are canceled after
such record date and on or before such Interest Payment Date, except as provided
in Section 2.11 of the Indenture with respect to defaulted interest. The Notes
will be payable as to principal, premium, if any, and interest at the office or
agency of the Company maintained for such purpose within or without The City and
State of New York, or, at the option of the Company, payment of interest may be
made by check mailed to the Holders at their addresses set forth in the register
of Holders, provided that payment by wire transfer of immediately available
funds will be required with respect to principal of, premium, if any, and
interest on, all Global Notes. Such payment shall be in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts.

                  3. Paying Agent, Registrar and Calculation Agent. Initially,
The Bank of New York, the Trustee under the Indenture, will act as Paying Agent,
Registrar and Calculation Agent. The


                                      A-4
<PAGE>


Company may change any Paying Agent, Registrar or Calculation Agent without
notice to any Holder. Neither the Company nor any of its Subsidiaries or
Affiliates may act as Paying Agent or Calculation Agent but may act as Registrar
or co-registrar.

                  4. Indenture; Subsidiary Guarantees; Security Documents;
Restrictive Covenants. The Company issued the Notes under an Indenture dated as
of January 12, 2004 (the "Indenture"), among the Company, the Subsidiary
Guarantors and the Trustee. The terms of this Note include those stated in the
Indenture to be applicable by reference to the Trust Indenture Act of 1939 (15
U.S. Code ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture. This
Note is subject to all such terms, and the Holder of this Note is referred to
the Indenture for a statement of them. All capitalized terms in this Note,
unless otherwise defined, have the meanings assigned to them by the Indenture.

                  The Notes are secured obligations of the Company limited to
$365,000,000 aggregate principal amount. The Indenture and Security Documents
impose certain limitations on, among other things, indebtedness, issuance and
sale of capital stock of Restricted Subsidiaries, restricted payments, liens,
asset sales, transactions with affiliates, layered debt, and restrictions on
distributions from Restricted Subsidiaries.

                  5. [intentionally omitted]

                  6. Optional Redemption.

                  (a) The Notes may be redeemed at the redemption prices set
forth below, 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). The following prices are for Notes
redeemed during the 12-month period commencing on January 15 of the years set
forth below, and are expressed as percentages of principal amount:

                  REDEMPTION YEAR                            PRICE
                  2004....................................  102.000%
                  2005....................................  101.000%
                  2006 and thereafter.....................  100.000%

                  (b) On and after any Redemption Date, if money sufficient to
pay the redemption price of and accrued interest on Notes called for redemption
shall have been made available in accordance with the terms of the Indenture,
the Notes called for redemption will cease to accrue interest and the only right
of the Holders of such Notes will be to receive payment of the redemption price
of and, subject to the terms of the Indenture, accrued and unpaid interest on
such Notes to the redemption date.

                  7. No Mandatory Redemption. Except as set forth in paragraph 8
below and Section 4.21 of the Indenture, the Company shall not be required to
make mandatory redemption payments with respect to the Notes.

                  8. Offers to Purchase. The Indenture requires that certain
proceeds from Asset Sales and Asset Sales of Principal Stations be used, subject
to further limitations contained therein, to make an offer to purchase certain
amounts of Notes in accordance with the procedures set forth in the Indenture.
The Company is also required to make an offer to purchase Notes upon the
occurrence of a Change of Control in accordance with procedures set forth in the
Indenture.


                                      A-5
<PAGE>


                  9. Denominations; Transfer; Exchange. The Notes are in
registered form, without coupons, in denominations of $1,000 and integral
multiples of $1,000. A Holder shall register the transfer or exchange of Notes
in accordance with the Indenture. The Registrar may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents and to
pay certain transfer taxes or similar governmental charges in connection
therewith as permitted by the Indenture. The Registrar need not register the
transfer or exchange of any Notes during a period beginning 15 days before the
mailing of a redemption notice for any Notes or portions thereof selected for
redemption.

                  10. Persons Deemed Owners. The registered Holder of this Note
shall be treated as the owner of it for all purposes.

                  11. Unclaimed Money. If money for the payment of principal,
premium or interest on any Note remains unclaimed for two years, the Trustee and
the Paying Agent will pay the money back to the Company at its request. After
that, Holders entitled to money must look to the Company for payment as general
creditors unless an "abandoned property" law designates another person.

                  12. Amendment, Supplement and Waiver. Subject to certain
exceptions, the Indenture, the Security Documents or the Notes may be modified,
amended or supplemented by the Company, the Guarantors and the Trustee (or the
Collateral Agent) with the consent of the Holders of at least a majority in
principal amount of the Notes then outstanding and any existing default or
compliance with any provision may be waived in a particular instance with the
consent of the Holders of a majority in principal amount of the Notes then
outstanding. Without the consent of Holders, the Company, the Guarantors and the
Trustee may amend the Indenture and the Security Documents for certain specified
purposes including providing for uncertificated Notes in addition to or in place
of certificated Notes, and curing any ambiguity, omission, defect or
inconsistency, or making any other change that does not adversely affect the
rights of any Holder.

                  13. Successor Entity. When a successor corporation assumes all
the obligations of its predecessor under the Notes, the Indenture and the
Security Documents and immediately before and thereafter no Default exists and
certain other conditions are satisfied, the predecessor corporation will be
released from those obligations.

                  14. Defaults and Remedies. Events of Default are set forth in
the Indenture. If an Event of Default (other than an Event of Default pursuant
to Section 6.01(7) or (8) of the Indenture with respect to the Company) occurs
and is continuing, the Trustee by notice to the Company, or the Holders of not
less than 25% in aggregate principal amount of the Notes then outstanding may
declare to be immediately due and payable the entire principal amount of all the
Notes then outstanding plus accrued but unpaid interest to the date of
acceleration and such amounts shall become immediately due and payable. In case
an Event of Default specified in Section 6.01(7) or (8) of the Indenture with
respect to the Company or any Significant Subsidiary occurs, such principal
amount together with premium, if any, and interest with respect to all of the
Notes, shall be due and payable immediately without any declaration or other act
on the part of the Trustee or the Holders of the Notes. After any such
acceleration but before judgment or decree based on acceleration is obtained by
the Trustee, the Holders of a majority in aggregate principal amount of the
outstanding Notes may, under certain circumstances, rescind and annul such
acceleration and its consequences if, among other things, all existing Events of
Default, other than the nonpayment of accelerated principal, premium, if any, or
interest that has become due solely because of the acceleration have been cured
or waived and if the rescission would not conflict with any judgment or decree.
No such rescission shall affect any subsequent Default or impair any right
consequent thereto.

                  15. Trustee Dealings With the Company. The Trustee under the
Indenture and the Collateral Agent, in their individual or any other capacity,
may make loans to, accept deposits from, and


                                      A-6
<PAGE>


perform services for the Company, any Subsidiary Guarantor or their Affiliates,
and may otherwise deal with the Company, any Subsidiary Guarantor or their
Affiliates as if it were not Trustee or Collateral Agent, as the case may be.

                  16. No Recourse Against Others. As more fully described in the
Indenture, a director, officer, employee or stockholder, as such, of the Company
or any Subsidiary Guarantor shall not have any liability for any obligations of
the Company or any Subsidiary Guarantor under the Security Documents, Notes or
the Indenture or for any claim based on, in respect or by reason of, such
obligations or their creation. The Holder of this Note by accepting this Note
waives and releases all such liability. The waiver and release are part of the
consideration for the issuance of this Note.

                  17. Defeasance and Covenant Defeasance. The Indenture contains
provisions for defeasance of the entire debt represented by the Notes and for
defeasance of certain covenants in the Indenture upon compliance by the Company
in each case with certain conditions set forth in the Indenture.

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

                  19. CUSIP Numbers. The Company has caused CUSIP Numbers to be
printed on the Notes and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Holders of the Notes. No
representation is made as to the accuracy of such numbers either as printed on
the Notes or as contained in any notice of redemption and reliance may be placed
only on the other identification numbers placed thereon.

                  20. GOVERNING LAW. THE INDENTURE AND THE NOTES SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
NEW YORK WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE
PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE
OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE
INDENTURE OR THE NOTES.

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

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

                        Paxson Communications Corporation
                            601 Clearwater Park Road
                         West Palm Beach, Florida 33401
                           Attention: General Counsel


                                      A-7
<PAGE>


                                 ASSIGNMENT FORM

                  To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: __________________________________
                                              (Insert assignee's legal name)

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

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

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

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

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

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

Date:____________

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

Signature Guarantee*:__________________

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).


                                      A-8
<PAGE>


                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have this Note purchased by the
Company pursuant to Section 4.10, 4.12 or 4.18 of the Indenture, check the
appropriate box below:

               Section 4.10 |_| Section 4.12 |_| Section 4.18 |_|

                  If you want to elect to have only part of this Note purchased
by the Company pursuant to Section 4.10, 4.12 or Section 4.18 of the Indenture,
state the aggregate principal amount you elect to have purchased:

                                $---------------

Date:____________

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

Signature Guarantee*:__________________

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).


                                      A-9
<PAGE>


                            FORM OF NOTATION ON NOTE
                        RELATING TO SUBSIDIARY GUARANTEE

                  Each Subsidiary Guarantor (a "Subsidiary Guarantor," which
term includes any successor Person under the Indenture) has unconditionally
guaranteed, on a senior secured basis, jointly and severally, to the extent set
forth in the Indenture and subject to the provisions of the Indenture, (a) the
due and punctual payment of the principal, premium of, if any, and interest on
the Guaranteed Amount of Notes, when and as the same shall become due and
payable, whether at maturity, by acceleration or otherwise, the due and punctual
payment of interest on the overdue principal of, premium, if any, and interest
on the Guaranteed Amount of Notes, to the extent lawful, and the due and
punctual performance of all other Obligations of the Company with respect to the
Guaranteed Amount of Notes to the Holders or the Trustee, all in accordance with
the terms of the Notes and the Indenture, and (b) in the case of any extension
of time for payment or renewal of any Notes or any of such other Obligations,
that the same will be promptly paid in full when due or performed in accordance
with the terms of the extension or renewal, at stated maturity, by acceleration
or otherwise.

                  The obligations of each Subsidiary Guarantor to the Holders
and to the Trustee pursuant to this Subsidiary Guarantee and the Indenture are
expressly set forth in Article 10 of the Indenture and reference is hereby made
to the Indenture for the precise terms of this Subsidiary Guarantee.

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

                               SUBSIDIARY GUARANTORS:
                               BUD HITS, INC.
                               BUD SONGS, INC.
                               CLEARLAKE PRODUCTIONS, INC.
                               FLAGLER PRODUCTIONS, INC.
                               IRON MOUNTAIN PRODUCTIONS, INC.
                               OCEAN STATE TELEVISION, LLC
                               PAX HITS PUBLISHING, INC.
                               PAX INTERNET, INC.
                               PAX NET, INC.
                               PAX NET TELEVISION PRODUCTIONS, INC..
                               PAXSON AKRON LICENSE, INC.
                               PAXSON ALBANY LICENSE, INC.
                               PAXSON ALBUQUERQUE LICENSE, INC.
                               PAXSON ATLANTA LICENSE, INC.
                               PAXSON BATTLE CREEK LICENSE, INC.
                               PAXSON BIRMINGHAM LICENSE, INC.
                               PAXSON BOSTON LICENSE, INC.
                               PAXSON BOSTON-68 LICENSE, INC.
                               PAXSON BUFFALO LICENSE, INC.
                               PAXSON CEDAR RAPIDS LICENSE, INC.
                               PAXSON CHARLESTON LICENSE, INC.
                               PAXSON CHICAGO LICENSE, INC.
                               PAXSON COMMUNICATIONS LICENSE COMPANY, LLC
                               PAXSON COMMUNICATIONS LPTV, INC.


                                      A-10
<PAGE>


                               PAXSON COMMUNICATIONS MANAGEMENT COMPANY, INC.
                               PAXSON COMMUNICATIONS OF AKRON-23, INC.
                               PAXSON COMMUNICATIONS OF ALBANY-55, INC.
                               PAXSON COMMUNICATIONS OF ALBUQUERQUE-14, INC.
                               PAXSON COMMUNICATIONS OF ATLANTA-14, INC.
                               PAXSON COMMUNICATIONS OF BATTLE CREEK-43, INC.
                               PAXSON COMMUNICATIONS OF BIRMINGHAM-44, INC.
                               PAXSON COMMUNICATIONS OF BOSTON-46, INC.
                               PAXSON COMMUNICATIONS OF BOSTON-60, INC.
                               PAXSON COMMUNICATIONS OF BOSTON-68, INC.
                               PAXSON COMMUNICATIONS OF BUFFALO-51, INC.
                               PAXSON COMMUNICATIONS OF CEDAR RAPIDS-48, INC.
                               PAXSON COMMUNICATIONS OF CHARLESTON-29, INC.
                               PAXSON COMMUNICATIONS OF CHICAGO-38, INC.
                               PAXSON COMMUNICATIONS OF DALLAS-68, INC.
                               PAXSON COMMUNICATIONS OF DAVENPORT-67, INC.
                               PAXSON COMMUNICATIONS OF DENVER-59, INC.
                               PAXSON COMMUNICATIONS OF DES MOINES-39, INC.
                               PAXSON COMMUNICATIONS OF DETROIT-31, INC.
                               PAXSON COMMUNICATIONS OF FAYETTEVILLE-62, INC.
                               PAXSON COMMUNICATIONS OF FRESNO-61, INC.
                               PAXSON COMMUNICATIONS OF GREENSBORO-16, INC.
                               PAXSON COMMUNICATIONS OF GREENVILLE-38, INC.
                               PAXSON COMMUNICATIONS OF HARTFORD-26, INC.
                               PAXSON COMMUNICATIONS OF HONOLULU-66, INC.
                               PAXSON COMMUNICATIONS OF HOUSTON-49, INC.
                               PAXSON COMMUNICATIONS OF INDIANAPOLIS-63, INC.
                               PAXSON COMMUNICATIONS OF JACKSONVILLE-21, INC.
                               PAXSON COMMUNICATIONS OF JACKSONVILLE-35, INC.
                               PAXSON COMMUNICATIONS OF KANSAS CITY-50, INC.
                               PAXSON COMMUNICATIONS OF KNOXVILLE-54, INC.
                               PAXSON COMMUNICATIONS OF LEXINGTON-67, INC.
                               PAXSON COMMUNICATIONS OF LOS ANGELES-30, INC.
                               PAXSON COMMUNICATIONS OF LOUISVILLE-21, INC.
                               PAXSON COMMUNICATIONS OF MEMPHIS-50, INC.
                               PAXSON COMMUNICATIONS OF MIAMI-35, INC.
                               PAXSON COMMUNICATIONS OF MILWAUKEE-55, INC.
                               PAXSON COMMUNICATIONS OF MINNEAPOLIS-41, INC.
                               PAXSON COMMUNICATIONS OF MOBILE-61, INC.
                               PAXSON COMMUNICATIONS OF NASHVILLE-28, INC.
                               PAXSON COMMUNICATIONS OF NEW ORLEANS-49, INC.
                               PAXSON COMMUNICATIONS OF NEW YORK-31, INC.


                                      A-11
<PAGE>


                               PAXSON COMMUNICATIONS OF NORFOLK-49, INC.
                               PAXSON COMMUNICATIONS OF OKLAHOMA CITY-62, INC.
                               PAXSON COMMUNICATIONS OF ORLANDO-56, INC.
                               PAXSON COMMUNICATIONS OF PHILADELPHIA-61, INC.
                               PAXSON COMMUNICATIONS OF PHOENIX-13, INC.
                               PAXSON COMMUNICATIONS OF PHOENIX-51, INC.
                               PAXSON COMMUNICATIONS OF PITTSBURGH-40, INC.
                               PAXSON COMMUNICATIONS OF PORTLAND-22, INC.
                               PAXSON COMMUNICATIONS OF PORTLAND-23, INC.
                               PAXSON COMMUNICATIONS OF PROVIDENCE-69, INC.
                               PAXSON COMMUNICATIONS OF RALEIGH-47, INC.
                               PAXSON COMMUNICATIONS OF ROANOKE-38, INC.
                               PAXSON COMMUNICATIONS OF SACRAMENTO-29, INC.
                               PAXSON COMMUNICATIONS OF SALT LAKE CITY-30, INC.
                               PAXSON COMMUNICATIONS OF SAN ANTONIO-26, INC.
                               PAXSON COMMUNICATIONS OF SAN JOSE-65, INC.
                               PAXSON COMMUNICATIONS OF SAN JUAN, INC.
                               PAXSON COMMUNICATIONS OF SCRANTON-64, INC.
                               PAXSON COMMUNICATIONS OF SEATTLE-33, INC.
                               PAXSON COMMUNICATIONS OF SHREVEPORT-21, INC.
                               PAXSON COMMUNICATIONS OF SPOKANE-34, INC.
                               PAXSON COMMUNICATIONS OF ST. CROIX-15, INC.
                               PAXSON COMMUNICATIONS OF ST. LOUIS-13, INC.
                               PAXSON COMMUNICATIONS OF SYRACUSE-56, INC.
                               PAXSON COMMUNICATIONS OF TAMPA-66, INC.
                               PAXSON COMMUNICATIONS OF TUCSON-46, INC.
                               PAXSON COMMUNICATIONS OF TULSA-44, INC.
                               PAXSON COMMUNICATIONS OF WASHINGTON-60, INC.
                               PAXSON COMMUNICATIONS OF WASHINGTON-66, INC.
                               PAXSON COMMUNICATIONS OF WAUSAU-46, INC.
                               PAXSON COMMUNICATIONS OF WEST PALM BEACH-67, INC.
                               PAXSON COMMUNICATIONS TELEVISION, INC.
                               PAXSON DALLAS LICENSE, INC.
                               PAXSON DAVENPORT LICENSE, INC.
                               PAXSON DENVER LICENSE, INC.
                               PAXSON DES MOINES LICENSE, INC.
                               PAXSON DETROIT LICENSE, INC.
                               PAXSON DEVELOPMENT, INC.
                               PAXSON FAYETTEVILLE LICENSE, INC.
                               PAXSON FRESNO LICENSE, INC.
                               PAXSON GREENSBORO LICENSE, INC.
                               PAXSON GREENVILLE LICENSE, INC.
                               PAXSON HARTFORD HOLDINGS, INC.
                               PAXSON HARTFORD LICENSE, INC.
                               PAXSON HAWAII LICENSE, INC.
                               PAXSON HOLDINGS, INC.


                                      A-12
<PAGE>


                               PAXSON HOUSTON LICENSE, INC.
                               PAXSON INDIANAPOLIS HOLDINGS, INC.
                               PAXSON INDIANAPOLIS LICENSE, INC.
                               PAXSON JACKSONVILLE LICENSE, INC.
                               PAXSON JAX LICENSE, INC.
                               PAXSON KANSAS CITY LICENSE, INC.
                               PAXSON KNOXVILLE LICENSE, INC.
                               PAXSON LEXINGTON LICENSE, INC.
                               PAXSON LOS ANGELES LICENSE, INC.
                               PAXSON MERCHANDISING & LICENSING, INC.
                               PAXSON MIAMI-35 LICENSE, INC.
                               PAXSON MILWAUKEE LICENSE, INC.
                               PAXSON MINNEAPOLIS LICENSE, INC.
                               PAXSON MOBILE LICENSE, INC.
                               PAXSON NEW YORK LICENSE, INC.
                               PAXSON NORFOLK LICENSE, INC.
                               PAXSON NORWELL HOLDINGS, INC.
                               PAXSON NORWELL INTEREST, INC.
                               PAXSON NORWELL INTERMEDIARY, INC.
                               PAXSON OKLAHOMA CITY LICENSE, INC.
                               PAXSON ORLANDO LICENSE, INC.
                               PAXSON PHILADELPHIA LICENSE, INC.
                               PAXSON PHOENIX LICENSE, INC.
                               PAXSON PORTLAND LICENSE, INC.
                               PAXSON PRODUCTIONS, INC.
                               PAXSON RALEIGH LICENSE, INC.
                               PAXSON ROANOKE LICENSE, INC.
                               PAXSON SACRAMENTO LICENSE, INC.
                               PAXSON SALEM LICENSE, INC.
                               PAXSON SALT LAKE CITY LICENSE, INC.
                               PAXSON SAN ANTONIO LICENSE, INC.
                               PAXSON SAN JOSE LICENSE, INC.
                               PAXSON SCRANTON LICENSE, INC.
                               PAXSON SEATTLE LICENSE, INC.
                               PAXSON SHREVEPORT LICENSE, INC.
                               PAXSON SPOKANE LICENSE, INC.
                               PAXSON SPORTS OF MIAMI, INC.
                               PAXSON ST. CROIX LICENSE, INC.
                               PAXSON SYRACUSE LICENSE, INC.
                               PAXSON TAMPA-66 LICENSE, INC.
                               PAXSON TELEVISION PRODUCTIONS, INC.
                               PAXSON TELEVISION, INC.
                               PAXSON TENNESSEE LICENSE, INC.
                               PAXSON TULSA LICENSE, INC.
                               PAXSON WASHINGTON LICENSE, INC.
                               PAXSON WASHINGTON-60 LICENSE, INC.
                               PAXSON WAUSAU LICENSE, INC.
                               PAXSON WEST PALM BEACH HOLDINGS, INC.
                               PAXSON WEST PALM BEACH LICENSE, INC.
                               PCC DIRECT, INC.


                                      A-13
<PAGE>


                               TRAVEL CHANNEL ACQUISITION CORPORATION


                               By:
                                   ---------------------------------------------
                                   Name:  Thomas E. Severson, Jr.
                                   Title: Vice President and Treasurer
                                          of each of such Subsidiary Guarantors


                               AMERICA 51, L.P.
                               (a Delaware limited partnership)

                               By: Paxson Communications of Phoenix-51, Inc.,
                                   its General Partner and Limited Partner

                               By: Paxson Communications Television, Inc.,
                                   its Limited Partner


                               By:
                                   ---------------------------------------------
                                   Name:  Thomas E. Severson, Jr.
                                   Title: Vice President and Treasurer
                                          of such General and Limited Partners


                                      A-14
<PAGE>


SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE(1)

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

<TABLE>
<CAPTION>


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

</TABLE>

(1) This schedule should be included only if the Note is issued in global form.


                                      A-15
<PAGE>

                                                                       EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER


Paxson Communications Corporation
601 Clearwater Park Road
West Palm Beach, Florida 33401
Attention: General Counsel

The Bank of New York
101 Barclay Street, Floor 8 West
New York, New York 10286

Attention:  Corporate Trust Administration
(Paxson Communications Corporation
Senior Secured Floating Rate Notes due January 15, 2010)

                  Re:    Senior Secured Floating Rate Notes due January 15, 2010

                  Reference is hereby made to the Indenture, dated as of January
12, 2004 (the "Indenture"), between Paxson Communications Corporation, as issuer
(the "Company"), and The Bank of New York, as trustee. Capitalized terms used
but not defined herein shall have the meanings given to them in the Indenture.

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

                             [CHECK ALL THAT APPLY]

                  1. |_| CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The
Transfer is being effected pursuant to and in accordance with Rule 144A under
the United States Securities Act of 1933, as amended (the "Securities Act"),
and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Restricted
Notes Legend printed on the 144A Global Note and/or the Definitive Note and in
the Indenture and the Securities Act.

                  2. |_| CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN THE REGULATION S GLOBAL NOTE OR DEFINITIVE NOTE PURSUANT TO
REGULATION S. The Transfer is being effected pursuant to and in accordance with
Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor
hereby further certifies that (i) the Transfer is not being made to a person in
the United States and (x) at the time the buy order was originated, the
Transferee was outside the United States or such


                                       B-1
<PAGE>


Transferor and any Person acting on its behalf reasonably believed and believes
that the Transferee was outside the United States or (y) the transaction was
executed in, on or through the facilities of a designated offshore securities
market and neither such Transferor nor any Person acting on its behalf knows
that the transaction was prearranged with a buyer in the United States, (ii) no
directed selling efforts have been made in contravention of the requirements of
Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, and (iii)
the transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act. Upon consummation of the proposed transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will be subject to the restrictions on Transfer
enumerated in the Restricted Notes Legend printed on the Regulation S Global
Note and/or Definitive Note and in the Indenture and the Securities Act.

                  3. |_| CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF
A BENEFICIAL INTEREST IN A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO ANY
PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):

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

                                       or

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

                                       or

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

                                       or

                  (d) |_| such Transfer is being effected to an Institutional
Accredited Investor for its own account or for the account of such an
Institutional Accredited Investor, in a minimum principal amount of the
securities of $250,000 and pursuant to an exemption from the registration
requirements of the Securities Act other than Rule 144A, Rule 144 or Rule 904,
and the Transferor hereby further certifies that it has not engaged in any
general solicitation within the meaning of Regulation D under the Securities Act
and the Transfer complies with the transfer restrictions applicable to
beneficial interests in a Restricted Global Note or Restricted Definitive Notes
and the requirements of the exemption claimed, which certification is supported
by (1) a certificate executed by the Transferee in the form of Exhibit D to the
Indenture and (2) an Opinion of Counsel provided by the Transferor or the
Transferee (a copy of which the Transferor has attached to this certification),
to the effect that such Transfer is in compliance with the Securities Act. Upon
consummation of the proposed transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on transfer enumerated in the Restricted Notes
Legend printed on the Definitive Notes and in the Indenture and the Securities
Act.


                                      B-2
<PAGE>


                  4. |_| CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

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

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

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

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


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


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

Dated:


                                      B-3
<PAGE>


                       ANNEX A TO CERTIFICATE OF TRANSFER

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

                                   [CHECK ONE]

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

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

                 (ii) |_| IAI Global Note (CUSIP _________________), or

                (iii) |_| Regulation S Global Note (CUSIP ________________),

         or

                 (iv) |_| Unrestricted Global Note (CUSIP ________________), or

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

         (c) |_| an Unrestricted Definitive Note,

2. After the Transfer the Transferee will hold:

                                   [CHECK ONE]

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

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

                 (ii) |_| IAI Global Note (CUSIP _________________), or

                (iii) |_| Regulation S Global Note (CUSIP ________________), or

                 (iv) |_| Unrestricted Global Note (CUSIP ________________), or

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

         (c) |_| an Unrestricted Definitive Note,

         in accordance with the terms of the Indenture.


                                      B-4
<PAGE>


                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE


Paxson Communications Corporation
601 Clearwater Park Road
West Palm Beach, Florida 33401
Attention: General Counsel

The Bank of New York
101 Barclay Street, Floor 8 West
New York, New York 10286

Attention:  Corporate Trust Administration
(Paxson Communications Corporation
Senior Secured Floating Rate Notes due January 15, 2010)

           Re: Senior Secured Floating Rate Notes due January 15, 2010

                          (CUSIP _____________________)

                  Reference is hereby made to the Indenture, dated as of January
12, 2004 (the "Indenture"), between Paxson Communications Corporation, as issuer
(the "Company"), and The Bank of New York, as trustee. Capitalized terms used
but not defined herein shall have the meanings given to them in the Indenture.

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

                  1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR
BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE.

                  (a) |_| CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In
connection with the Exchange of the Owner's beneficial interest in a Restricted
Global Note for a beneficial interest in an Unrestricted Global Note in an equal
principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner's own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the
Global Notes and pursuant to and in accordance with the United States Securities
Act of 1933, as amended (the "Securities Act"), (iii) the restrictions on
transfer contained in the Indenture and the Restricted Notes Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
beneficial interest in an Unrestricted Global Note is being acquired in
compliance with any applicable blue sky securities laws of any state of the
United States.

                  (b) |_| CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for an
Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and


                                      C-1
<PAGE>


pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Restricted Notes Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Definitive Note is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States.

                  (c) |_| CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE
TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Restricted Notes Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

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

                  2. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR
BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES.

                  (a) |_| CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for a
Restricted Definitive Note with an equal principal amount, the Owner hereby
certifies that the Restricted Definitive Note is being acquired for the Owner's
own account without transfer. Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the Restricted Definitive Note
issued will continue to be subject to the restrictions on transfer enumerated in
the Restricted Notes Legend printed on the Restricted Definitive Note and in the
Indenture and the Securities Act.

                  (b) |_| CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE
TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the
Exchange of the Owner's Restricted Definitive Note for a beneficial interest in
a Restricted Global Note with an equal principal amount, the Owner hereby
certifies (i) the beneficial interest is being acquired for the Owner's own
account without transfer and (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to the Restricted Global Notes and
pursuant to and in accordance with the Securities Act, and in compliance with
any applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Exchange in accordance with the terms of the
Indenture, the beneficial interest issued will be subject to the restrictions on
transfer enumerated in the Restricted Notes Legend printed on the relevant
Restricted Global Note and in the Indenture and the Securities Act.


                                      C-2
<PAGE>


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


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


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

Dated:


                                      C-3
<PAGE>


                                                                       EXHIBIT D

                            FORM OF CERTIFICATE FROM

                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Paxson Communications Corporation
601 Clearwater Park Road
West Palm Beach, Florida 33401
Attention: General Counsel

The Bank of New York
101 Barclay Street, Floor 8 West
New York, New York 10286

Attention:  Corporate Trust Administration
(Paxson Communications Corporation
Senior Secured Floating Rate Notes due January 15, 2010

                  Re:    Senior Secured Floating Rate Notes due January 15, 2010

                  Reference is hereby made to the Indenture, dated as of January
12, 2004 (the "Indenture"), between Paxson Communications Corporation, as issuer
(the "Company"), and The Bank of New York, as trustee. Capitalized terms used
but not defined herein shall have the meanings given to them in the Indenture.

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

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

                  (b) |_| a Definitive Note,

                  we confirm that:

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

                  2. We understand that the offer and sale of the Notes have not
been registered under the Securities Act, and that the Notes and any interest
therein may not be offered or sold except as permitted in the following
sentence. We agree, on our own behalf and on behalf of any accounts for which we
are acting as hereinafter stated, that if we should sell the Notes or any
interest therein, we will do so only (A) to the Company or any subsidiary
thereof, (B) in accordance with Rule 144A under the Securities Act to a
"qualified institutional buyer" (as defined therein), (C) to an institutional
"accredited investor" (as defined below) that, prior to such transfer, furnishes
(or has furnished on its behalf by a U.S. broker-dealer) to you and to the
Company a signed letter substantially in the form of this letter and an Opinion
of Counsel in form reasonably acceptable to the Company to the effect that such
transfer is in compliance with the Securities Act, (D) outside the United States
in accordance with Rule 904 of


                                      D-1
<PAGE>


Regulation S under the Securities Act, (E) pursuant to the provisions of Rule
144(k) under the Securities Act or (F) pursuant to an effective registration
statement under the Securities Act, and we further agree to provide to any
person purchasing the Definitive Note or beneficial interest in a Global Note
from us in a transaction meeting the requirements of clauses (A) through (E) of
this paragraph a notice advising such purchaser that resales thereof are
restricted as stated herein.

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

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

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

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


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


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

Dated:


                                      D-2