<PAGE>   1
                                                                     EXHIBIT 4.1

                          CITADEL BROADCASTING COMPANY,

                                     Issuer

                             CITADEL LICENSE, INC.,

                                    Guarantor

                                       and

                              THE BANK OF NEW YORK,

                                     Trustee


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


                                    INDENTURE


                          Dated as of November 19, 1998

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


                                  $115,000,000


                    9 1/4% Senior Subordinated Notes due 2008

<PAGE>   2
                          CITADEL BROADCASTING COMPANY

               RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT
              OF 1939 AND INDENTURE, DATED AS OF NOVEMBER 19, 1998


TRUST INDENTURE
  ACT SECTION                                       INDENTURE SECTION
  -----------                                       -----------------

Section 310(a)(1) .....................................    608
           (a)(2) .....................................    608
           (b) ........................................    609
Section 312(a) ........................................    701
           (c) ........................................    702
Section 313(a) ........................................    703
           (c) ........................................    703
Section 314(a)(4) .....................................   1010(a)
           (c)(1) .....................................    102
           (c)(2) .....................................    102
           (e) ........................................    102
Section 315(a) ........................................    601(a)
           (b) ........................................    602
           (c) ........................................    601(b)
           (d) ........................................    601(c), 603
316(a)(last
sentence) .............................................    101 ("Outstanding")
           (a)(1)(A) ..................................    502, 512
           (a)(1)(B) ..................................    513
           (b) ........................................    508
           (c) ........................................    104(d)
Section 317(a)(1) .....................................    503
           (a)(2) .....................................    504
           (b) ........................................   1003
Section 318(a) ........................................    111

--------

Note: This reconciliation and tie shall not, for any purpose, be deemed to be a
      part of the Indenture.
<PAGE>   3
                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

PARTIES....................................................................   1
RECITALS OF THE COMPANY....................................................   1


                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

    SECTION 101.  Definitions..............................................   2
                           Acquired Debt...................................   2
                           Act      .......................................   3
                           Additional Notes................................   3
                           Affiliate.......................................   3
                           Agent    .......................................   3
                           Asset Sale......................................   3
                           Asset Sale Offer................................   3
                           Asset Swap......................................   3
                           Authenticating Agent............................   4
                           Bankruptcy Law..................................   4
                           Banks    .......................................   4
                           Board of Directors..............................   4
                           Board Resolution................................   4
                           Business Day....................................   4
                           Capital Stock...................................   4
                           Capitalized Lease Obligation....................   4
                           Change of Control...............................   4
                           Change of Control Offer.........................   5
                           Change of Control Payment.......................   5
                           Change of Control Purchase Date.................   5
                           Citadel Communications..........................   5
                           Closing Date....................................   5
                           Commission......................................   5
                           Company  .......................................   6
                           Company Request" or "Company Order..............   6
                           Consolidated Adjusted Net Income................   6
                           Consolidated Cash Flow..........................   6
                           Consolidated Cash Flow Ratio....................   7
--------

Note: This table of contents shall not, for any purpose, be deemed to be a part
      of the Indenture.
<PAGE>   4
                                       ii
                                                                            PAGE
                                                                            ----

           Consolidated Fixed Charges......................................   7
           Corporate Trust Office..........................................   7
           Credit Facility.................................................   8
           Credit Facility Agent...........................................   8
           Custodian.......................................................   8
           Debt     .......................................................   8
           Default  .......................................................   9
           Defaulted Interest..............................................   9
           Depositary......................................................   9
           Disinterested Director..........................................   9
           Disqualified Stock..............................................   9
           Event of Default................................................   9
           Excess Proceeds.................................................   9
           Exchange Act....................................................   9
           Exchange Offer..................................................  10
           FCC      .......................................................  10
           Generally Accepted Accounting Principles" or "GAAP..............  10
           guarantee.......................................................  10
           Hedging Obligations.............................................  10
           Holder   .......................................................  10
           Indenture.......................................................  10
           Indenture Obligations...........................................  10
           Initial Notes...................................................  11
           Initial Purchasers..............................................  11
           Interest Payment Date...........................................  11
           Investment......................................................  11
           Legal Defeasance................................................  11
           License Subsidiary..............................................  11
           Lien     .......................................................  11
           Net Cash Proceeds...............................................  11
           New Notes.......................................................  12
           Note Register" and "Note Registrar..............................  12
           Notes    .......................................................  12
           Notes Exchange Offer Registration Statement.....................  12
           Notes Shelf Registration Statement..............................  12
           Offered Price...................................................  12
           Offering Memorandum.............................................  12
           Officers' Certificate...........................................  12
           Offshore Global Note............................................  13
           Offshore Physical Note..........................................  13
           Opinion of Counsel..............................................  13
           Outstanding.....................................................  13

<PAGE>   5
                                      iii


                                                                            PAGE
                                                                            ----

            Pari Passu Debt................................................   14
            Paying Agent...................................................   14
            Permitted Debt.................................................   14
            Permitted Investments..........................................   14
            Person.........................................................   15
            Physical Notes.................................................   15
            Predecessor Note...............................................   15
            Public Equity Offering.........................................   15
            QIB............................................................   15
            Qualified Equity Interest......................................   15
            Qualified Stock................................................   15
            Redemption Date................................................   16
            Redemption Price...............................................   16
            Registration Rights Agreement..................................   16
            Regular Record Date............................................   16
            Regulation S...................................................   16
            Responsible Officer............................................   16
            Restricted Subsidiary..........................................   16
            Rule 144A......................................................   16
            Securities Act.................................................   16
            Senior Debt....................................................   16
            Significant Subsidiary.........................................   17
            Special Record Date............................................   17
            Specified Senior Debt..........................................   17
            Stated Maturity................................................   17
            Subordinated Debt..............................................   17
            Subsidiary.....................................................   18
            Subsidiary Guarantor Senior Debt...............................   18
            Subsidiary Notes Guarantee.....................................   18
            Subsidiary Notes Guarantor.....................................   18
            Trust Indenture Act" or "TIA...................................   18
            Trustee  ......................................................   18
            Unrestricted Subsidiary........................................   18
            U.S. Global Note...............................................   19
            U.S. Government Obligations....................................   19
            U.S. Physical Note.............................................   19
            Voting Stock...................................................   19
            Voting Trust Agreement.........................................   19
            Weighted Average Life..........................................   19
            Wholly Owned Restricted Subsidiary.............................   19
    SECTION 102.  Compliance Certificates and Opinions.....................   20
    SECTION 103.  Form of Documents Delivered to Trustee...................   20

<PAGE>   6
                                       iv

<TABLE>
<CAPTION>
                                                                                                       PAGE
                                                                                                       ----

<S>           <C>                                                                                       <C>
SECTION 104.  Acts of Holders........................................................................   21
SECTION 105.  Notices, Etc., to Trustee, the Company and Subsidiary Notes
                 Guarantors..........................................................................   22
SECTION 106.  Notice to Holders; Waiver..............................................................   23
SECTION 107.  Effect of Headings and Table of Contents...............................................   23
SECTION 108.  Successors and Assigns.................................................................   24
SECTION 109.  Separability Clause....................................................................   24
SECTION 110.  Benefits of Indenture..................................................................   24
SECTION 111.  Governing Law..........................................................................   24
SECTION 112.  Legal Holidays.........................................................................   24
SECTION 113.  No Personal Liability of Directors, Officers, Employees, Stockholders or
                 Incorporators.......................................................................   25
SECTION 114.  Counterparts...........................................................................   25

                                   ARTICLE TWO

                                   NOTE FORMS

SECTION 201.  Forms Generally........................................................................   25
SECTION 202.  Restrictive Legends....................................................................   26

                                  ARTICLE THREE

                                    THE NOTES

SECTION 301.  Title and Terms........................................................................   28
SECTION 302.  Denominations..........................................................................   29
SECTION 303.  Execution, Authentication, Delivery and Dating.........................................   29
SECTION 304.  Temporary Notes........................................................................   31
SECTION 305.  Registration, Registration of Transfer and Exchange....................................   31
SECTION 306.  Book-Entry Provisions for the Global Note..............................................   33
SECTION 307.  Special Transfer Provisions............................................................   35
SECTION 308.  [INTENTIONALLY OMITTED]................................................................   38
SECTION 309.  Mutilated, Destroyed, Lost and Stolen Notes............................................   38
SECTION 310.  Payment of Interest; Interest Rights Preserved.........................................   39
SECTION 311.  Persons Deemed Owners..................................................................   40
SECTION 312.  Cancellation...........................................................................   40
SECTION 313.  Computation of Interest................................................................   40
SECTION 314.  CUSIP Numbers..........................................................................   41
SECTION 315.  Issuance of Additional Notes...........................................................   41
</TABLE>


                                  ARTICLE FOUR
<PAGE>   7
                                       v

<TABLE>
<CAPTION>
                                                                                                           PAGE
                                                                                                           ----

                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE

<S>               <C>                                                                                      <C>
    SECTION 401.  Satisfaction and Discharge of Indenture.................................................   41
    SECTION 402.  Application of Trust Money..............................................................   42

                                  ARTICLE FIVE

                                    REMEDIES

    SECTION 501.  Events of Default.......................................................................   43
    SECTION 502.  Acceleration of Maturity; Rescission and Annulment......................................   45
    SECTION 503.  Collection of Indebtedness and Suits for Enforcement by Trustee.........................   46
    SECTION 504.  Trustee May File Proofs of Claim........................................................   47
    SECTION 505.  Trustee May Enforce Claims Without Possession of Notes..................................   47
    SECTION 506.  Application of Money Collected..........................................................   48
    SECTION 507.  Limitation on Suits.....................................................................   48
    SECTION 508.  Unconditional Right of Holders to Receive Principal, Premium and
                     Interest.............................................................................   49
    SECTION 509.  Restoration of Rights and Remedies......................................................   49
    SECTION 510.  Rights and Remedies Cumulative..........................................................   49
    SECTION 511.  Delay or Omission Not Waiver............................................................   50
    SECTION 512.  Control by Holders......................................................................   50
    SECTION 513.  Waiver of Past Defaults.................................................................   50
    SECTION 514.  Waiver of Stay or Extension Laws........................................................   51
    SECTION 515.  Undertaking for Costs...................................................................   51

                                   ARTICLE SIX

                                   THE TRUSTEE

    SECTION 601.  Certain Duties and Responsibilities.....................................................   52
    SECTION 602.  Notice of Defaults......................................................................   53
    SECTION 603.  Certain Rights of Trustee...............................................................   53
    SECTION 604.  Trustee Not Responsible for Recitals or Issuance of Notes...............................   54
    SECTION 605.  May Hold Notes..........................................................................   55
    SECTION 606.  Money Held in Trust.....................................................................   55
    SECTION 607.  Compensation and Reimbursement..........................................................   55
    SECTION 608.  Corporate Trustee Required; Eligibility.................................................   56
    SECTION 609.  Resignation and Removal; Appointment of Successor.......................................   57
    SECTION 610.  Acceptance of Appointment by Successor..................................................   58
    SECTION 611.  Merger, Conversion, Consolidation or Succession to Business.............................   59
</TABLE>
<PAGE>   8
                                       vi


<TABLE>
<CAPTION>
                                                                                                                  PAGE
                                                                                                                  ----
<S>               <C>                                                                                             <C>
                                  ARTICLE SEVEN

                      HOLDERS LISTS AND REPORTS BY TRUSTEE

    SECTION 701.  Company to Furnish Trustee Names and Addresses.................................................   59
    SECTION 702.  Disclosure of Names and Addresses of Holders...................................................   60
    SECTION 703.  Reports by Trustee.............................................................................   60

                                  ARTICLE EIGHT

                    MERGER, CONSOLIDATION, OR SALE OF ASSETS

    SECTION 801.  Company May Consolidate, Etc., Only on Certain Terms...........................................   60
    SECTION 802.  Successor Substituted..........................................................................   61

                                  ARTICLE NINE

                     SUPPLEMENTS AND AMENDMENTS TO INDENTURE

    SECTION 901.  Supplemental Indentures Without Consent of Holders.............................................   61
    SECTION 902.  Supplemental Indentures with Consent of Holders................................................   62
    SECTION 903.  Execution of Supplemental Indentures...........................................................   63
    SECTION 904.  Effect of Supplemental Indentures..............................................................   63
    SECTION 905.  Conformity with Trust Indenture Act............................................................   64
    SECTION 906.  Reference in Notes to Supplemental Indentures..................................................   64
    SECTION 907.  Notice of Supplemental Indentures..............................................................   64
    SECTION 908.  Effect on Senior Debt..........................................................................   64

                                   ARTICLE TEN
                                    COVENANTS

    SECTION 1001.  Payment of Principal, Premium, if Any, and Interest...........................................   64
    SECTION 1002.  Maintenance of Office or Agency...............................................................   65
    SECTION 1003.  Money for Note Payments to Be Held in Trust...................................................   65
    SECTION 1004.  Corporate Existence...........................................................................   67
    SECTION 1005.  Payment of Taxes and Other Claims.............................................................   67
    SECTION 1006.  Maintenance of Properties.....................................................................   67
    SECTION 1007.  Insurance.....................................................................................   68
    SECTION 1008.  Compliance with Laws..........................................................................   68
    SECTION 1009.  Limitation on Debt............................................................................   68
    SECTION 1010.  Limitation on Restricted Payments.............................................................   70
    SECTION 1011.  Purchase of Notes upon a Change of Control....................................................   75
</TABLE>
<PAGE>   9
                                      vii

<TABLE>
<CAPTION>

                                                                                                               PAGE
                                                                                                               ----

<S>                <C>                                                                                         <C>
    SECTION 1012.  Limitation on Certain Asset Sales........................................................   76
    SECTION 1013.  Limitation on Asset Swaps................................................................   78
    SECTION 1014.  Limitation on Transactions with Affiliates...............................................   79
    SECTION 1015.  Limitation on Dividends and Other Payment Restrictions Affecting
                      Restricted Subsidiaries...............................................................   81
    SECTION 1016.  Limitation on Issuances and Sales of Capital Stock of Restricted
                      Subsidiaries..........................................................................   82
    SECTION 1017.  Limitation on Unrestricted Subsidiaries..................................................   82
    SECTION 1018.  Limitation on Other Senior Subordinated Debt.............................................   83
    SECTION 1019.  Subsidiary Notes Guarantees..............................................................   83
    SECTION 1020.  Limitation on Guarantees of Debt by Restricted Subsidiaries..............................   84
    SECTION 1021.  Limitation on Liens......................................................................   84
    SECTION 1022.  Commission Reports and Reports to Holders................................................   84
    SECTION 1023.  Statement as to Compliance...............................................................   85

                                 ARTICLE ELEVEN

                               REDEMPTION OF NOTES

    SECTION 1101.  Redemption...............................................................................   86
    SECTION 1102.  Applicability of Article.................................................................   86
    SECTION 1103.  Election to Redeem; Notice to Trustee....................................................   86
    SECTION 1104.  Selection by Trustee of Notes to Be Redeemed.............................................   86
    SECTION 1105.  Notice of Redemption.....................................................................   87
    SECTION 1106.  Deposit of Redemption Price..............................................................   88
    SECTION 1107.  Notes Payable on Redemption Date.........................................................   88
    SECTION 1108.  Notes Redeemed in Part...................................................................   89

                                 ARTICLE TWELVE

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

    SECTION 1201.  Company's Option to Effect Legal Defeasance or Covenant
                      Defeasance............................................................................   89
    SECTION 1202.  Legal Defeasance and Discharge...........................................................   89
    SECTION 1203.  Covenant Defeasance......................................................................   90
    SECTION 1204.  Conditions to Legal Defeasance or Covenant Defeasance....................................   90
    SECTION 1205.  Deposited Money and U.S. Government Obligations to Be Held in
                      Trust; Other Miscellaneous Provisions.................................................   91
    SECTION 1206.  Reinstatement............................................................................   92
</TABLE>


                                ARTICLE THIRTEEN
<PAGE>   10
                                      viii


<TABLE>
<CAPTION>
                                                                                                                 PAGE
                                ARTICLE THIRTEEN                                                                 ----
                           SUBSIDIARY NOTES GUARANTEES

<S>                <C>                                                                                          <C>
    SECTION 1301.  Subsidiary Guarantees.......................................................................     93
    SECTION 1302.  Guaranty Absolute...........................................................................     94
    SECTION 1303.  Waivers ....................................................................................     96
    SECTION 1304.  Subrogation.................................................................................     96
    SECTION 1305.  No Waiver; Remedies.........................................................................     97
    SECTION 1306.  Continuing Guaranty; No Right of Set-Off; Independent Obligation............................     97
    SECTION 1307.  Subsidiary Notes Guarantors May Consolidate, Etc., on Certain
                      Terms....................................................................................     97
    SECTION 1308.  Additional Subsidiary Notes Guarantors......................................................     98
    SECTION 1309.  Releases....................................................................................     98

                                ARTICLE FOURTEEN

                           SUBORDINATION OF SECURITIES

    SECTION 1401.  Notes and Subsidiary Notes Guarantees Subordinate to Senior Debt............................     99
    SECTION 1402.  Payment Over of Proceeds Upon Dissolution, Etc..............................................    100
    SECTION 1403.  No Payment When Certain Senior Debt in Default..............................................    101
    SECTION 1404.  Payment Permitted if No Default.............................................................    102
    SECTION 1405.  Subrogation to Rights of Holders of Senior Debt.............................................    102
    SECTION 1406.  Provisions Solely to Define Relative Rights.................................................    103
    SECTION 1407.  Trustee to Effectuate Subordination.........................................................    104
    SECTION 1408.  No Waiver of Subordination Provisions.......................................................    104
    SECTION 1409.  Notice to Trustee...........................................................................    104
    SECTION 1410.  Reliance on Judicial Order or Certificate of Liquidation Agent..............................    105
    SECTION 1411.  Trustee Not Fiduciary for Holders of Senior Debt............................................    105
    SECTION 1412.  Rights of Trustee as Holder of Senior Debt; Preservation of Trustee's
                      Rights...................................................................................    106
    SECTION 1413.  Applicability to Paying Agents..............................................................    106
    SECTION 1414.  Defeasance of this Article Fourteen.........................................................    106
    SECTION 1415.  Subordination Provisions Controlling........................................................    107

SIGNATURES.....................................................................................................    118
</TABLE>
<PAGE>   11
         INDENTURE, dated as of November 19, 1998, among CITADEL BROADCASTING
COMPANY, a corporation duly organized and existing under the laws of the State
of Nevada (the "Company"), having its principal office at 140 South Ash Avenue,
Tempe, Arizona 85281, CITADEL LICENSE, INC., a wholly owned subsidiary of the
Company, as guarantor (the "Subsidiary Notes Guarantor"), having its principal
office at 140 South Ash Avenue, Tempe, Arizona 85281, and THE BANK OF NEW YORK,
a New York banking corporation, as trustee (the "Trustee").


                             RECITALS OF THE COMPANY

         The Company has duly authorized the creation of and issuance of its 
9 1/4% Senior Subordinated Notes due 2008 (the "Initial Notes"), and 9 1/4% 
Senior Subordinated Notes due 2008 issued and exchanged for the Initial Notes in
accordance with the Exchange Offer (as defined herein) (the "New Notes", and
together with the Initial Notes, the "Notes"), of substantially the tenor and
amount hereinafter set forth, and to provide therefor the Company has duly
authorized the execution and delivery of this Indenture.

         Upon the effectiveness of the Notes Exchange Offer Registration
Statement (as defined herein) or the Notes Shelf Registration Statement (as
defined herein), this Indenture shall be subject to, and shall be governed by,
the provisions of the Trust Indenture Act of 1939, as amended, that are required
or deemed to be part of and to govern indentures qualified thereunder.

         All things necessary have been done to make the Notes, when executed
and duly issued by the Company and authenticated and delivered hereunder by the
Trustee or the Authenticating Agent, the valid obligations of the Company and to
make this Indenture a valid agreement of the Company in accordance with their
and its terms.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the Notes
by the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Notes, as follows:

                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

         SECTION 101. Definitions.

         For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:
<PAGE>   12
                                       2



                  (a) the terms defined in this Article have the meanings
         assigned to them in this Article, and words in the singular include the
         plural as well as the singular, and words in the plural include the
         singular as well as the plural;

                  (b) all other terms used herein which are defined in the Trust
         Indenture Act, either directly or by reference therein, or defined by
         Commission rule and not otherwise defined herein have the meanings
         assigned to them therein, and the terms "cash transaction" and
         "self-liquidating paper," as used in TIA Section 311, shall have the
         meanings assigned to them in the rules of the Commission adopted under
         the Trust Indenture Act;

                  (c) all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with Generally Accepted
         Accounting Principles;

                  (d) the words "herein," "hereof" and "hereunder" and other
         words of similar import refer to this Indenture as a whole and not to
         any particular Article, Section or other subdivision;

                  (e) the word "or" is not exclusive;

                  (f) provisions of this Indenture apply to successive events
         and transactions; and

                  (g) certain terms, used principally in Articles Two, Ten,
         Twelve, Thirteen and Fourteen, are defined in those Articles.

                  "Acquired Debt" means Debt of a Person (a) existing at the
time such Person is merged with or into the Company or becomes a Subsidiary, (b)
assumed in connection with the acquisition of assets from such Person or (c)
secured by a Lien encumbering assets acquired from such Person.

                  "Act," when used with respect to any Holder, has the meaning
set forth in Section 104.

                  "Additional Notes" means any Notes issued by the Company
pursuant to Section 315.

                  "Affiliate" means, with respect to any specified Person, any
other Person directly or indirectly controlling or controlled by or under direct
or indirect common control with such specified Person. For the purposes of this
definition, "control," when used with respect to any specified Person, means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.
<PAGE>   13
                                       3

                  "Agent" means any Paying Agent, Authenticating Agent and Note
Registrar under this Indenture.

                  "Asset Sale" means any sale, issuance, conveyance, transfer,
lease or other disposition (including, without limitation, by way of merger,
consolidation or sale and leaseback transaction) (collectively, a "transfer") by
the Company or a Restricted Subsidiary, directly or indirectly, in one or a
series of related transactions, to any Person other than the Company or a
Restricted Subsidiary of (a) any Capital Stock of any of its Restricted
Subsidiaries, (b) all or substantially all of the properties and assets of the
Company and any of its Restricted Subsidiaries representing a division or line
of business or (c) any other properties or assets of the Company or any of its
Restricted Subsidiaries, other than in the ordinary course of business. For the
purposes of this definition, the term "Asset Sale" does not include any transfer
of properties or assets (a) that is governed by the provisions of this Indenture
described under (i) Article Eight or (ii) Section 1013, (b) between or among the
Company and any of its Restricted Subsidiaries pursuant to transactions that do
not violate any other provision of this Indenture, (c) to an Unrestricted
Subsidiary, if permitted under Section 1010, (d) representing obsolete or
permanently retired equipment, (e) the gross proceeds of which (exclusive of
indemnities) do not exceed $100,000 for any particular item or $500,000 in the
aggregate for any fiscal year or (f) having a value of up to $500,000 including
cash, to a joint venture in which the Company or a Restricted Subsidiary has an
equity interest, which joint venture is engaged in the Internet service provider
business.

                  "Asset Sale Offer" has the meaning set forth in Section 1012
herein.

                  "Asset Swap" means the execution of one or more definitive
agreements, subject only to FCC approval, if applicable, and other customary
closing conditions, which the Company in good faith believes shall be satisfied,
for a substantially concurrent purchase and sale, or exchange, or "deferred
exchange" (for no more than 180 days) under Section 1031(a)(3) of the Internal
Revenue Code of 1986, as amended, of assets used in the broadcast or related
businesses between the Company or any of its Restricted Subsidiaries and one or
more other Persons or groups of affiliated Persons; provided that any amendment
to or waiver of any closing conditions that individually or in the aggregate are
material to the Asset Swap shall be deemed to be a new Asset Swap.

                  "Authenticating Agent" means the Person appointed, if any, by
the Trustee as an authenticating agent pursuant to the last paragraph of Section
303.

                  "Bankruptcy Law" means Title 11, United States Bankruptcy Code
of 1978, as amended, or any similar United States federal or state or foreign
law relating to bankruptcy, insolvency, receivership, winding-up, liquidation,
reorganization or relief of debtors or any amendment to, succession to or change
in any such law.

                  "Banks" means the banks and other financial institutions that
from time to time are lenders under the Credit Facility.
<PAGE>   14
                                       4


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

                  "Board Resolution" means, with respect to any Person, a copy
of a resolution certified by the secretary or an assistant secretary of such
Person to have been duly adopted by the Board of Directors of such Person and to
be in full force and effect on the date of such certification, and delivered to
the Trustee.

                  "Business Day" means each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day on which banking institutions in The City of New
York are authorized or obligated by law or executive order to close.

                  "Capital Stock" of any Person means any and all shares,
interests, partnership interests, participations, rights in or other equivalents
(however designated) of such Person's equity (however designated).

                  "Capitalized Lease Obligation" means, with respect to any
Person, an obligation incurred or assumed under or in connection with any
capital lease of real or personal property that, in accordance with GAAP, has
been recorded as a capitalized lease on the balance sheet of such Person.

                  "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), other than Lawrence R.
         Wilson, Scott E. Smith, Jon E. von Schlegell, Baker, Fentress &
         Company, ABRY Broadcast Partners II, L.P., ABRY/Citadel Investment
         Partners, L.P., The Endeavour Capital Fund Limited Partnership and any
         trustee, in its capacity as trustee under the Voting Trust Agreement or
         Citadel Communications, is or becomes the "beneficial owner" (as
         defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a
         Person shall be deemed to have "beneficial ownership" of all securities
         that such Person has the right to acquire, whether such right is
         exercisable immediately or only after the passage of time), directly or
         indirectly, of more than a majority of the voting power of all classes
         of Voting Stock of the Company;

                  (b) During any consecutive two-year period, individuals who at
         the beginning of such period constituted the Board of Directors of the
         Company (together with any new directors whose election to such Board
         of Directors, or whose nomination for election by the stockholders of
         the Company, was approved by a vote of at least 662/3% 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 of the Company then in office; or
<PAGE>   15
                                       5



                  (c) The Company is liquidated or dissolved or adopts a plan of
liquidation or dissolution.

                  "Change of Control Offer" has the meaning set forth in Section
1011 herein.

                  "Change of Control Payment" has the meaning set forth in
Section 1011 herein.

                  "Change of Control Purchase Date" has the meaning set forth in
Section 1011 herein.

                  "Citadel Communications" means Citadel Communications
Corporation, a Nevada corporation, and any successors thereof.

                  "Closing Date" means November 19, 1998, the date on which the
Notes are originally issued under this Indenture.

                  "Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Exchange Act, or, if at any
time after the execution of this Indenture such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then the
body performing such duties at such time.

                  "Company" means the Person named as the "Company" in the first
paragraph of this Indenture, until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person.

                  "Company Request" or "Company Order" means a written request
or order signed in the name of the Company (i) by its chairman, a vice-chairman,
its president or any vice president and (ii) by its treasurer, an assistant
treasurer, its secretary or an assistant secretary and delivered to the Trustee;
provided, however, that such written request or order may be signed by any two
of the officers or directors listed in clause (i) above in lieu of being signed
by one of such officers or directors listed in such clause (i) and one of the
officers listed in clause (ii) above.

                  "Consolidated Adjusted Net Income" means, for any period, the
net income (or net loss) of the Company and its Restricted Subsidiaries for such
period as determined on a consolidated basis in accordance with GAAP, adjusted
to the extent included in calculating such net income or loss by excluding (a)
any net after-tax extraordinary gains or losses (less all fees and expenses
relating thereto), (b) any net after-tax gains or losses (less all fees and
expenses relating thereto) attributable to Asset Sales, (c) the portion of net
income (or loss) of any Person (other than the Company or a Restricted
Subsidiary), including Unrestricted Subsidiaries, in which the Company or any of
its Restricted Subsidiaries has an ownership interest, except to the extent of
the amount of dividends or other distributions actually paid to the Company or
any of its Restricted Subsidiaries in cash during such period, (d) the net
income (or loss) of any Person combined with the Company or any of its
Restricted Subsidiaries on a "pooling of interests"


<PAGE>   16
                                       6


basis attributable to any period prior to the date of combination, and (e) the
net income (but not the net loss) of any of its Restricted Subsidiaries to the
extent that the declaration or payment of dividends or similar distributions by
such Restricted Subsidiary is at the date of determination restricted, directly
or indirectly, except to the extent that such net income could be paid to the
Company or a Restricted Subsidiary thereof; provided that, if any Restricted
Subsidiary is not a Wholly Owned Restricted Subsidiary, Consolidated Adjusted
Net Income shall be reduced (to the extent not otherwise reduced in accordance
with GAAP) by an amount equal to (A) the amount of the Consolidated Adjusted Net
Income otherwise attributable to such Restricted Subsidiary multiplied by (B)
the quotient of (1) the number of shares of outstanding common stock of such
Restricted Subsidiary not owned on the last day of such period by the Company or
any of its Restricted Subsidiaries divided by (2) the total number of shares of
outstanding common stock of such Restricted Subsidiary on the last day of such
period.

                  "Consolidated Cash Flow" means, for any period, the sum of,
without duplication, Consolidated Adjusted Net Income for such period, plus (or,
in the case of clause (d) below, plus or minus) the following items to the
extent included in computing Consolidated Adjusted Net Income for such period:
(a) the aggregate interest expense and preferred stock dividends of the Company
and its Restricted Subsidiaries for such period, plus (b) the provision for
federal, state, local and foreign income taxes of the Company and its Restricted
Subsidiaries for such period, plus (c) the aggregate depreciation and
amortization expense of the Company and any of its Restricted Subsidiaries for
such period, plus (d) any other non-cash charges for such period, and minus
non-cash credits for such period, other than non-cash charges or credits
resulting from changes in prepaid assets or accrued liabilities in the ordinary
course of business; provided that income tax expense, interest expense and
preferred stock dividends, depreciation and amortization expense, and non-cash
charges and credits of a Restricted Subsidiary shall be included in Consolidated
Cash Flow only to the extent (and in the same proportion) that the net income of
such Restricted Subsidiary was included in calculating Consolidated Adjusted Net
Income for such period. Solely for purposes of determining whether the Company
could incur Debt pursuant to the first paragraph of Section 1009, if the Company
is permitted to give pro forma effect to an In-Market Acquisition of a radio
station pursuant to clause (iii) of the second paragraph of such Section, such
calculation may also give pro forma effect to projected quantifiable
improvements in operating results of such radio station due to cost reductions
calculated in good faith by the Company and certified by an Officers'
Certificate filed with the Trustee. As used in the preceding sentence, the term
"In-Market Acquisition" means the acquisition of a radio station or group of
radio stations serving a metropolitan statistical area in which the Company or
its Subsidiaries has owned, or has operated under a local marketing agreement,
one or more radio stations for at least the preceding six months.

                  "Consolidated Cash Flow Ratio" means, at any date, the ratio
of (i) the aggregate amount of Debt of the Company and its Restricted
Subsidiaries on a consolidated basis as of the end of the immediately preceding
four fiscal quarters for which internal financial statements of the Company are
available (the "Reference Period") to (ii) the aggregate amount of Consolidated
Cash Flow for such Reference Period.
<PAGE>   17
                                       7


                  "Consolidated Fixed Charges" means, for any period, without
duplication, the sum of (a) the amount which, in conformity with GAAP, would be
set forth opposite the caption "interest expense" (or any like caption) on a
consolidated statement of operations of the Company and its Restricted
Subsidiaries for such period, including, without limitation, (i) amortization of
debt discount, (ii) the net cost of interest rate contracts (including
amortization of discounts), (iii) the interest portion of any deferred payment
obligation, (iv) amortization of debt issuance costs, (v) the interest component
of Capitalized Lease Obligations of the Company and any of its Restricted
Subsidiaries, and (vi) the portion of any rental obligation of the Company and
any of its Restricted Subsidiaries in respect of any sale and leaseback
transaction allocable during such period to interest expense (determined as if
it were treated as a Capitalized Lease Obligation), plus (b) all interest on any
Debt of any other Person guaranteed by the Company or any of its Restricted
Subsidiaries; provided, however, that Consolidated Fixed Charges shall not
include any gain or loss from extinguishment of debt, including any write-off of
debt issuance costs.

                  "Corporate Trust Office" means the principal corporate trust
office of the Trustee, at which at any particular time its corporate trust
business shall be administered, which office at the date of execution of this
Indenture is located at 101 Barclay Street--21W, New York, NY 10286, except that
with respect to presentation of Notes for payment or for registration of
transfer or exchange, such term shall mean any office or agency of the Trustee
at which, at any particular time, its corporate agency business shall be
conducted.

                  "Covenant Defeasance" has the meaning set forth in Section
1203 herein.

                  "Credit Facility" means the loan agreement dated October 9,
1996 among the Company, the Banks and the Credit Facility Agent, as amended, and
as such agreement may be amended, restated, supplemented, replaced or refinanced
or otherwise modified from time to time. "Credit Facility Agent" means the then
acting Agent as defined in and under the Credit Facility or any successor
thereto.

                  "Custodian" means any receiver, trustee, assignee, liquidator,
sequestrator or similar official under any Bankruptcy Law.

                  "Debt" means (without duplication), with respect to any
Person, whether recourse is to all or a portion of the assets of such Person and
whether or not contingent, (a) every obligation of such Person for money
borrowed, (b) every obligation of such Person evidenced by bonds, debentures,
notes or other similar instruments, (c) every reimbursement obligation of such
Person with respect to letters of credit, bankers' acceptances or similar
facilities issued for the account of such Person, (d) every obligation of such
Person issued or assumed as the deferred purchase price of property or services,
(e) every Capitalized Lease Obligation of such Person, (f) all Disqualified
Stock of such Person valued at its maximum fixed repurchase price, plus
accumulated and unpaid dividends, (g) all Hedging Obligations of such Person,
and (h) every obligation of the types referred to in clauses (a) through (g) of
another Person and all
<PAGE>   18
                                       8


dividends of another Person (i) the payment of which, in either case, such
Person has guaranteed or (ii) which is secured by any Lien on any property or
asset of such Person, the amount of such Debt being deemed to be the lesser of
the actual amount of the guarantee or the value of such property or asset
subject to such Lien, as the case may be, and the amount of the Debt so
guaranteed or secured, as the case may be. For purposes of this definition, the
"maximum fixed repurchase price" of any Disqualified Stock that does not have a
fixed repurchase price shall be calculated in accordance with the terms of such
Disqualified Stock as if such Disqualified Stock were repurchased on any date on
which Debt is required to be determined pursuant to this Indenture, and if such
price is based upon, or measured by, the fair market value of such Disqualified
Stock, such fair market value shall be determined reasonably and in good faith
by the board of directors of the issuer of such Disqualified Stock.
Notwithstanding the foregoing, trade accounts payable and accrued liabilities
arising in the ordinary course of business, any liability for federal, state or
local taxes or other taxes owed by such Person and the Exchangeable Preferred
Stock shall not be considered Debt for purposes of this definition. The amount
outstanding at any time of any Debt issued with original issue discount is the
aggregate principal amount at maturity of such Debt, less the remaining
unamortized portion of the original issue discount of such Debt at such time, as
determined in accordance with GAAP.

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

                  "Defaulted Interest" has the meaning set forth in Section 310
herein.

                  "Depositary" means The Depository Trust Company, its nominees
and successors.

                  "Disinterested Director" means, with respect to any
transaction or series of transactions in respect of which the Board of Directors
is required to deliver a resolution of the Board of Directors, to make a finding
or otherwise take action under this Indenture, a member of the Board of
Directors who does not have any material direct or indirect financial interest
in or with respect to such transaction or series of transactions.

                  "Disqualified Stock" means any class or series of Capital
Stock that, either by its terms or by the terms of any security into which it is
convertible or exchangeable or by contract or otherwise, (a) is, or upon the
happening of an event or passage of time would be, required to be redeemed prior
to one year after the final Stated Maturity of the Notes, (b) is redeemable at
the option of the holder thereof at any time prior to one year after such final
Stated Maturity or (c) at the option of the holder thereof, is convertible into
or exchangeable for debt securities at any time prior to one year after such
final Stated Maturity; provided that any Capital Stock that would not constitute
Disqualified Stock but for provisions thereof giving holders thereof the right
to cause the issuer thereof to repurchase or redeem such Capital Stock upon the
occurrence of an "asset sale" or "change of control" occurring prior to one year
after the Stated Maturity of the Notes shall not constitute Disqualified Stock
if the "asset sale" or "change of control" provisions applicable to such Capital
Stock are no more favorable to the holders of such Capital Stock than the
provisions contained in Sections 1011 and 1012 of this Indenture and such
Capital
<PAGE>   19
                                       9


Stock specifically provides that the issuer shall not repurchase or redeem any
such Capital Stock pursuant to such provision prior to the Company's repurchase
of such Notes as are required to be repurchased pursuant to Sections 1011 and
1012 herein.

                  "Event of Default" has the meaning set forth in Section 501
herein.

                  "Excess Proceeds" has the meaning set forth in Section 1012
herein.

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

                  "Exchange Offer" means the offer by the Company to the Holders
of the Initial Notes to exchange all of the Initial Notes for New Notes, as
provided for in the Registration Rights Agreement.

                  "Exchangeable Preferred Stock" means the 13 1/4% Series A
Exchangeable Preferred Stock, no par value, of the Company.

                  "FCC" means the Federal Communications Commission, which has
jurisdiction over the ownership, operation and sale of the Company's broadcast
stations.

                  "Generally Accepted Accounting Principles" or "GAAP" means
generally accepted accounting principles in the United States, consistently
applied, that are in effect on the Closing Date.

                  "Global Note" has the meaning set forth in Section 201.

                  "guarantee" means, as applied to any obligation, (a) a
guarantee (other than by endorsement of negotiable instruments for collection in
the ordinary course of business), direct or indirect, in any manner, of any part
or all of such obligation and (b) an agreement, direct or indirect, contingent
or otherwise, the practical effect of which is to assure in any way the payment
or performance (or payment of damages in the event of non-performance) of all or
any part of such obligation, including, without limitation, the payment of
amounts drawn down under letters of credit.

                  "Hedging Obligations" means the obligations of any Person
under (a) interest rate swap agreements, interest rate cap agreements and
interest rate collar agreements and (b) other agreements or arrangements
designed to protect such Person against fluctuations in interest rates or the
value of foreign currencies.

                  "Holder" means the Person in whose name a Note is registered
in the Note Register.
<PAGE>   20
                                       10


                  "Indenture" means this instrument as originally executed and
as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof.

                  "Indenture Obligations" means the obligations of the Company
and any other obligor hereunder or under the Notes, including the Subsidiary
Notes Guarantors, to pay principal of (and premium, if any) and interest on the
Notes when due and payable at maturity, and all other amounts due or to become
due under or in connection with this Indenture, the Notes and the performance of
all other obligations to the Trustee (including all amounts due to the Trustee
under Section 607 hereof) and the Holders under this Indenture and the Notes,
according to the terms hereof and thereof.

                  "Initial Notes" has the meaning set forth in the recitals to
this Indenture.

                  "Initial Purchasers" means Prudential Securities Incorporated
and BT Alex. Brown Incorporated, as purchasers of the Initial Notes.

                  "Interest Payment Date" means the Stated Maturity of an
installment of interest on the Notes.

                  "Investment" (in any Person) means (a) directly or indirectly,
any advance, loan or other extension of credit (including, without limitation,
by way of guarantee or similar arrangement) or capital contribution to any
Person, the purchase or other acquisition of any stock, bonds, notes, debentures
or other securities issued by such Person or the acquisition (by purchase or
otherwise) of all or substantially all of the business or assets of such Person
or the making of any investment in such Person, (b) the designation of any
Restricted Subsidiary as an Unrestricted Subsidiary and (c) the transfer of any
assets or properties from the Company or a Restricted Subsidiary to any
Unrestricted Subsidiary, other than the transfer of assets or properties made in
the ordinary course of business. Investments shall exclude extensions of trade
credit on commercially reasonable terms in accordance with normal trade
practices.

                  "Legal Defeasance" has the meaning set forth in Section 1202
herein.

                  "License Subsidiary" means Citadel License, Inc.

                  "Lien" means any mortgage, charge, pledge, lien (statutory or
otherwise), privilege, security interest, hypothecation, assignment for
security, claim, preference, priority or other encumbrance upon or with respect
to any property of any kind, real or personal, movable or immovable, now owned
or hereafter acquired. A Person shall be deemed to own subject to a Lien any
property that such Person has acquired or holds subject to the interest of a
vendor or lessor under any conditional sale agreement, capital lease or other
title retention agreement.
<PAGE>   21
                                       11


                  "Net Cash Proceeds" means, with respect to any Asset Sale, the
proceeds thereof in the form of cash or cash equivalents, including payments in
respect of deferred payment obligations when received in the form of, or stock
or other assets when disposed of for, cash or cash equivalents (except to the
extent that such obligations are financed or sold with recourse to the Company
or any of its Restricted Subsidiaries), net of (a) brokerage commissions and
other fees and expenses (including fees and expenses of legal counsel and
investment banks) related to such Asset Sale, (b) provisions for all taxes
payable as a result of such Asset Sale, (c) payments made to retire Debt where
payment of such Debt is secured by the assets that are the subject of such Asset
Sale, (d) amounts required to be paid to any Person (other than the Company or
any of its Restricted Subsidiaries) owning a beneficial interest in the assets
that are subject to the Asset Sale and (e) appropriate amounts to be provided by
the Company or any of its Restricted Subsidiaries, as the case may be, as a
reserve required in accordance with GAAP against any liabilities associated with
such Asset Sale and retained by the seller after such Asset Sale, including
pension and other post-employment benefit liabilities, liabilities related to
environmental matters and liabilities under any indemnification obligations
associated with such Asset Sale.

                  "New Notes" refers to any New Notes containing terms
substantially identical to the Initial Notes (except that (i) such New Notes
shall not contain terms with respect to transfer restrictions and shall be
registered under the Securities Act, and (ii) certain provisions relating to an
increase in the stated rate of interest thereon shall be eliminated) that are
issued and exchanged for the Initial Notes in accordance with the Exchange
Offer, as provided for in the Registration Rights Agreement and this Indenture.

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

                  "Note Register" and "Note Registrar" have the respective
meanings set forth in Section 305 herein.

                  "Notes" has the meaning stated in the first recital of this
Indenture and more particularly means any Notes (including Additional Notes)
authenticated and delivered under this Indenture.

                  "Notes Exchange Offer Registration Statement" means the Notes
Exchange Offer Registration Statement as defined in the Registration Rights
Agreement.

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

                  "Offered Price" has the meaning set forth in Section 1012
herein.

                  "Offering Memorandum" means the Offering Memorandum dated
November 12, 1998 with respect to the offering of the Notes.
<PAGE>   22
                                       12


                  "Officers' Certificate" means a certificate signed on behalf
of the Company by two officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company that meets the requirements set
forth in Section 102.

                  "Offshore Global Note" has the meaning set forth in Section
201.

                  "Offshore Physical Note" has the meaning set forth in Section
201.

                  "Opinion of Counsel" means a written opinion of counsel, which
and who are reasonably acceptable to, and addressed to, the Trustee complying
with the requirements of Section 102. Unless otherwise required by the TIA, such
legal counsel may be an employee of or counsel to the Company or the Trustee.

                  "Outstanding," when used with respect to Notes, means, as of
the date of determination, all Notes theretofore authenticated and delivered
under this Indenture, except:

                  (i) Notes theretofore cancelled by the Trustee or delivered to
         the Trustee for cancellation;

                  (ii) Notes, or portions thereof, for whose payment or
         redemption money in the necessary amount has been theretofore deposited
         with the Trustee or any Paying Agent (other than the Company) in trust
         or set aside and segregated in trust by the Company (if the Company
         shall act as its own Paying Agent) for the Holders of such Notes;
         provided that, if such Notes are to be redeemed, notice of such
         redemption has been duly given pursuant to this Indenture or provision
         therefor satisfactory to the Trustee has been made;

                  (iii) Notes, except to the extent provided in Sections 1202
         and 1203, with respect to which the Company has effected Legal
         Defeasance and/or Covenant Defeasance as provided in Article Twelve;
         and

                  (iv) Notes in exchange for or in lieu of which other Notes
         (including pursuant to Section 309) have been authenticated and
         delivered pursuant to this Indenture, other than any such Notes in
         respect of which there shall have been presented to the Trustee proof
         satisfactory to it that such Notes are held by a bona fide purchaser in
         whose hands the Notes are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Notes have given any request, demand,
authorization, direction, consent, notice or waiver hereunder, and for the
purpose of making the calculations required by TIA Section 313, Notes owned by
the Company, any Subsidiary Notes Guarantor or any other obligor upon the Notes
or any Affiliate of the Company, any Subsidiary Notes Guarantor or such other
obligor shall be disregarded and deemed not to be Outstanding (provided that, in
<PAGE>   23
                                       13


connection with any offer by the Company or any obligor to purchase the Notes,
Notes tendered for purchase shall be deemed to be Outstanding and held by the
tendering Holder until the date of purchase), except that, in determining
whether the Trustee shall be protected in making such calculation or in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Notes which the Trustee actually knows to be so owned shall be so
disregarded. Notes so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Notes and that the
pledgee is not the Company, any Subsidiary Notes Guarantor or any other obligor
upon the Notes or any Affiliate of the Company, any Subsidiary Notes Guarantor
or such other obligor.

                  "Pari Passu Debt" means Debt of the Company that ranks pari
passu in right of payment with the Notes.

                  "Paying Agent" means any Person (including the Company acting
as Paying Agent) authorized by the Company to pay the principal of (and premium,
if any) or interest on any Notes on behalf of the Company.

                  "Permitted Debt" has the meaning set forth in Section 1009.

                  "Permitted Investments" means any of the following:

                  (a) investments in (i) securities with a maturity of one year
         or less issued or directly and fully guaranteed or insured by the
         United States or any agency or instrumentality thereof (provided that
         the full faith and credit of the United States is pledged in support
         thereof); (ii) certificates of deposit, time deposits, overnight bank
         deposits or bankers' acceptances with a maturity of 270 days or less of
         any financial institution that is a member of the Federal Reserve
         System having combined capital and surplus of not less than
         $500,000,000; and (iii) commercial paper with a maturity of 270 days or
         less issued by a corporation that is not an Affiliate of the Company
         and is organized under the laws of any state of the United States or
         the District of Columbia and having the highest rating obtainable from
         Moody's Investors Service, Inc. or Standard & Poor's Ratings Services;

                  (b) investments by the Company or any of its Restricted
         Subsidiaries in another Person, if as a result of such Investment (i)
         such other Person becomes a Restricted Subsidiary that is a Subsidiary
         Notes Guarantor or (ii) such other Person is merged or consolidated
         with or into, or transfers or conveys all or substantially all of its
         assets to, the Company or a Restricted Subsidiary that is a Subsidiary
         Notes Guarantor;

                  (c) investments by the Company or any of its Restricted
         Subsidiaries in a Subsidiary Notes Guarantor and Investments by any
         Restricted Subsidiary in the Company;
<PAGE>   24
                                       14


                  (d) investments in assets owned or used in the ordinary course
         of business;

                  (e) investments in existence on the Closing Date;

                  (f) promissory notes received as a result of Asset Sales
         permitted under Section 1012;

                  (g) direct or indirect loans to employees, or to a trustee for
         the benefit of such employees, of the Company or any of its Restricted
         Subsidiaries in an aggregate amount outstanding at any time not
         exceeding $1,000,000;

                  (h) investments by the Company or any of its Restricted
         Subsidiaries in a joint venture that is engaged in the Internet service
         provider business in an aggregate amount outstanding at any time not
         exceeding $500,000; and

                  (i) Other Investments that do not exceed $2,000,000 at any one
         time outstanding.

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

                  "Physical Notes" has the meaning set forth in Section 201.

                  "Predecessor Note" of any particular Note means every previous
Note evidencing all or a portion of the same debt as that evidenced by such
particular Note; and, for the purposes of this definition, any Note
authenticated and delivered under Section 309 in exchange for a mutilated, lost,
destroyed or stolen Note.

                  "Public Equity Offering" means an underwritten public offering
of Qualified Equity Interests of either (a) the Company or (b) Citadel
Communications the net proceeds from which (after deducting any underwriting
discounts and commissions) are used by Citadel Communications to purchase
Qualified Equity Interests of the Company; provided that, in either case, such
net proceeds exceed $10,000,000.

                  "QIB" means a "Qualified Institutional Buyer" under Rule 144A.

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

                  "Qualified Stock" of any Person means any and all Capital
Stock of such Person, other than Disqualified Stock.
<PAGE>   25
                                       15


                  "Redemption Date," when used with respect to any Note to be
redeemed, in whole or in part, means the date fixed for such redemption by or
pursuant to this Indenture.

                  "Redemption Price," when used with respect to any Note to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

                  "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of November 19, 1998 among the Company, the Subsidiary Notes
Guarantor and the Initial Purchasers.

                  "Regular Record Date" for the interest payable on any Interest
Payment Date means the May 1 or November 1 (whether or not a Business Day), as
the case may be, next preceding such Interest Payment Date.

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

                  "Responsible Officer," when used with respect to the Trustee,
means the chairman or any vice chairman of the board of directors, the chairman
or any vice chairman of the executive committee of the board of directors, the
chairman of the trust committee, the president, any vice president, the
secretary, any assistant secretary, the treasurer, any assistant treasurer, the
cashier, any trust officer or assistant trust officer, the controller or any
assistant controller or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above-designated officers,
and also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.

                  "Restricted Subsidiary" means any Subsidiary other than an
Unrestricted Subsidiary.

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

                  "Securities Act" means the Securities Act of 1933, as amended,
and the rules and regulations of the Commission promulgated thereunder.

                  "Senior Debt" means the principal of and premium, if any, and
interest on (including interest accruing after the filing of a petition
initiating any proceeding pursuant to any Bankruptcy Law, whether or not
allowed) and other amounts due on or in connection with any Debt of the Company
(other than the Notes or Pari Passu Debt), whether outstanding on the Closing
Date or thereafter incurred, unless, in the case of any particular Debt, the
instrument creating or evidencing the same or pursuant to which the same is
outstanding expressly provides that such Debt shall be subordinate in right of
payment to any Debt or other general unsecured obligations of the Company.
Without limiting the generality of the foregoing, "Senior Debt" includes the
principal of and premium, if any, fees and interest (including interest accruing
after the occurrence of an event of default or after the filing of a petition
initiating any proceeding
<PAGE>   26
                                       16


pursuant to any Bankruptcy Law, whether or not allowed) on all obligations of
every nature of the Company from time to time owed to the Banks under the Credit
Facility. Notwithstanding the foregoing, "Senior Debt" shall not include (a)
Debt that is Disqualified Stock, (b) Debt consisting of trade payables, (c) Debt
of the Company to a Subsidiary or any other Affiliate of the Company or any of
such Affiliate's Subsidiaries and (d) that portion of any Debt that, at the time
of the incurrence, is incurred by the Company in violation of this Indenture,
other than any Debt incurred under the Credit Facility not in excess of
$150,000,000 (less any amounts applied to the permanent reduction of such Debt
pursuant to Section 1012) if the Company has certified to the Credit Facility
Agent, at the time such Debt is incurred, that the Company is permitted to incur
such Debt under this Indenture.

                  "Significant Subsidiary" means any Restricted Subsidiary of
the Company that, together with its Subsidiaries, (a) for the most recent fiscal
year of the Company, accounted for more than 10% of the consolidated net sales
of the Company and its Restricted Subsidiaries, (b) as of the end of such fiscal
year, was the owner of more than 10% of the consolidated assets of the Company
and its Restricted Subsidiaries, in the case of either (a) or (b), as set forth
on the most recently available consolidated financial statements of the Company
for such fiscal year, (c) was organized or acquired after the beginning of such
fiscal year and would have been a Significant Subsidiary if it had been owned
during the entire fiscal year or (d) holds one or more licenses material to the
Company's business.

                  "Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 310.

                  "Specified Senior Debt" means (i) all Senior Debt under the
Credit Facility and (ii) any other issue of Senior Debt having a principal
amount of at least $10,000,000.

                  "Stated Maturity" means, when used with respect to any Note or
any installment of interest thereon, the date specified in such Note as the
fixed date on which the principal of such Note or such installment of interest
is due and payable, and, when used with respect to any other Debt, means the
date specified in the instrument governing such Debt as the fixed date on which
the principal of such Debt or any installment of interest thereon is due and
payable.

                  "Subordinated Debt" means Debt of the Company that is
subordinated in right of payment to the Notes.

                  "Subsidiary" means any Person a majority of the equity
ownership or Voting Stock of which is at the time owned, directly or indirectly,
by the Company and/or one or more other Subsidiaries of the Company.

                  "Subsidiary Guarantor Senior Debt" means, as to any Subsidiary
Notes Guarantor, the principal of and premium, if any, and interest on
(including interest accruing after the filing of a petition initiating any
proceeding pursuant to any Bankruptcy Law, whether or not allowed) and other
amounts due on or in connection with any Debt of such Subsidiary Notes Guarantor
<PAGE>   27
                                       17


(other than the Subsidiary Notes Guarantee made by such Subsidiary Notes
Guarantor), whether outstanding on the Closing Date or thereafter incurred,
unless, in the case of any particular Debt, the instrument creating or
evidencing the same or pursuant to which the same is outstanding expressly
provides that such Debt shall be subordinate in right of payment to any Debt or
other general unsecured obligations of such Subsidiary Notes Guarantor.
Notwithstanding the foregoing, "Subsidiary Guarantor Senior Debt" shall not
include (a) Debt that is Disqualified Stock, (b) Debt consisting of trade
payables, (c) Debt of such Subsidiary Notes Guarantor to the Company or any
Subsidiary or any other Affiliate of the Company or any of such Affiliate's
Subsidiaries and (d) that portion of any Debt that, at the time of the
incurrence, is incurred by such Subsidiary Notes Guarantor in violation of this
Indenture, other than any Debt incurred under the Credit Facility not in excess
of $150,000,000 (less any amounts applied to the permanent reduction of such
Debt pursuant to Section 1012) if the Company has certified to the Credit
Facility Agent, at the time such Debt is incurred, that the Subsidiary Notes
Guarantor is permitted to incur such Debt under this Indenture.

                  "Subsidiary Notes Guarantee" means a guarantee of the Notes by
a Restricted Subsidiary in accordance with the provisions of this Indenture.

                  "Subsidiary Notes Guarantor" means the License Subsidiary and
each other Restricted Subsidiary that issues a Subsidiary Notes Guarantee as
described in Article Thirteen herein.

                  "Trust Indenture Act" or "TIA" means the Trust Indenture Act
of 1939 as in force on the date as of which this Indenture was executed, except
as provided in Section 905.

                  "Trustee" means the Person named as the "Trustee" in the first
paragraph of this Indenture until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean such successor Trustee.

                  "Unrestricted Subsidiary" means (a) any Subsidiary that is
designated by the Board of Directors of the Company as an Unrestricted
Subsidiary in accordance with Section 1017 and (b) any Subsidiary of an
Unrestricted Subsidiary.

                  "U.S. Global Note" has the meaning set forth in Section 201.

                  "U.S. Government Obligations" means obligations that are (a)
direct obligations of the United States of America for the timely payment of
which its full faith and credit is pledged or (b) obligations of a Person
controlled or supervised by and acting as an agency or instrumentality of the
United States of America the timely payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States of
America, which, in either case, are not callable or redeemable at the option of
the issuer thereof, and shall also include a depository receipt issued by a bank
(as defined in Section 3(a)(2) of the Securities Act), as custodian with respect
to any such U.S. Government Obligations or a specific payment of principal of or
interest on any such U.S. Government Obligations held by such custodian for the
<PAGE>   28
                                       18


account of the holder of such depository receipt; provided that (except as
required by law) such custodian is not authorized to make any deduction from the
amount payable to the holder of such depository receipt from any amount received
by the custodian in respect of the U.S. Government Obligations or the specific
payment of principal of or interest on the U.S. Government Obligations evidenced
by such depository receipt.

                  "U.S. Physical Note" has the meaning set forth in Section 201.

                  "Voting Stock" means any class or classes of Capital Stock
pursuant to which the holders thereof have the general voting power under
ordinary circumstances to elect at least a majority of the board of directors,
managers or trustees of a corporation (irrespective of whether or not, at the
time, stock of any other class or classes has, or might have, voting power by
reason of the happening of any contingency).

                  "Voting Trust Agreement" means that certain Voting Trust
Agreement dated as of March 17, 1997 by and among Citadel Communications, ABRY
Broadcast Partners II, L.P., ABRY/Citadel Investment Partners, L.P., Christopher
Hall, as the initial Trustee thereunder and J. Walter Corcoran and Harlan Levy,
each as an initial Back-Up Trustee thereunder, as amended from time to time.

                  "Weighted Average Life" means, as of the date of determination
with respect to any Debt or Disqualified Stock, the quotient obtained by
dividing (a) the sum of the products of (i) the number of years from the date of
determination to the date or dates of each successive scheduled principal or
liquidation value payment of such Debt or Disqualified Stock, respectively,
multiplied by (ii) the amount of each such principal or liquidation value
payment by (b) the sum of all such principal or liquidation value payments.

                  "Wholly Owned Restricted Subsidiary" means any Restricted
Subsidiary, all of the outstanding voting securities (other than directors'
qualifying shares or an immaterial number of shares required to be owned by
other Persons pursuant to applicable law) of which are owned, directly or
indirectly, by the Company.

                  SECTION 102. Compliance Certificates and Opinions.

                  Upon any application or request by the Company to the Trustee
to take any action under any provision of this Indenture, the Company and any
Subsidiary Notes Guarantor and any other obligor on the Notes (if applicable)
shall furnish to the Trustee an Officers' Certificate in form and substance
reasonably acceptable to the Trustee stating that all conditions precedent, if
any, provided for in this Indenture (including any covenant compliance with
which constitutes a condition precedent) relating to the proposed action have
been complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.
<PAGE>   29
                                       19


                  Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

                  (1) a statement that each individual signing such certificate
         or opinion has read such covenant or condition and the definitions
         herein relating thereto;

                  (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 each such individual
         or such firm, he or it has made such examination or investigation as is
         necessary to enable him or it 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, in the opinion of each such
         individual, such condition or covenant has been complied with.

                  SECTION 103. Form of Documents Delivered to Trustee.

                  In any case where several matters are required to be certified
by, or covered by an opinion of, any specified Person, it is not necessary that
all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

                  Any certificate or opinion of an officer of the Company, any
Subsidiary Notes Guarantor or other obligor on the Notes may be based, insofar
as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company, any Subsidiary Notes
Guarantor or other obligor on the Notes stating that the information with
respect to such factual matters is in the possession of the Company, any
Subsidiary Notes Guarantor or other obligor on the Notes unless such counsel
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to such matters are erroneous.

                  Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be consolidated
and form one instrument.
<PAGE>   30
                                       20


                  SECTION 104. Acts of Holders.

                  (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in Person or by agents duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Section 104.

                  (b) The fact and date of the execution by any Person of any
such instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner that the Trustee deems sufficient.

                  (c) The principal amount and serial numbers of Notes held by
any Person, and the date of holding the same, shall be proved by the Note
Register.

                  (d) If the Company or any Subsidiary Notes Guarantor shall
solicit from the Holders of Notes any request, demand, authorization, direction,
notice, consent, waiver or other Act, the Company or any such Subsidiary Notes
Guarantor (as the case may be) may, at its option, by or pursuant to a Board
Resolution, fix in advance a record date for the determination of Holders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Company or any such Subsidiary Notes
Guarantor (as the case may be) shall have no obligation to do so.
Notwithstanding TIA Section 316(c), such record date shall be the record date
specified in or pursuant to such Board Resolution, which shall be a date not
earlier than the date 30 days prior to the first solicitation of Holders
generally in connection therewith and not later than the date such solicitation
is completed. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other Act may be given
before or after such record date, but only the Holders of record at the close of
business on such record date shall be deemed to be Holders for the purposes of
determining whether Holders of the requisite proportion of Outstanding Notes
have authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other Act, and for that purpose the
Outstanding Notes shall be computed as of such record date; provided that no
such authorization, agreement or consent by the Holders on such record date
shall be deemed
<PAGE>   31
                                       21


effective unless it shall become effective pursuant to the provisions of this
Indenture not later than six months after the record date.

                  (e) Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Note shall bind every future
Holder of the same Note and the Holder of every Note issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof
(including in accordance with Section 309) in respect of anything done, omitted
or suffered to be done by the Trustee, any Paying Agent or the Company or any
Subsidiary Notes Guarantor in reliance thereon, whether or not notation of such
action is made upon such Note.

                  SECTION 105. Notices, Etc., to Trustee, the Company and
Subsidiary Notes Guarantors.

                  Any request, demand, authorization, direction, notice,
consent, waiver or Act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with:

                  (1) the Trustee by any Holder or by the Company or any
         Subsidiary Notes Guarantor or any other obligor on the Notes shall be
         sufficient for every purpose hereunder if made, given, furnished or
         delivered in writing and mailed, first-class postage prepaid, or
         delivered by recognized overnight courier, to or with the Trustee at
         its Corporate Trust Office, Attention: Corporate Trust Administration;
         or

                  (2) the Company or any Subsidiary Notes Guarantor by the
         Trustee or by any Holder shall be sufficient for every purpose
         hereunder (unless otherwise herein expressly provided) if made, given,
         furnished or delivered, in writing, or mailed, first-class postage
         prepaid, or delivered by recognized overnight courier, to the Company
         or such Subsidiary Notes Guarantor addressed to it at the address of
         its principal office specified in the first paragraph of this
         Indenture, or at any other address previously furnished in writing to
         the Trustee by the Company or such Subsidiary Notes Guarantor.

                  SECTION 106. Notice to Holders; Waiver.

                  Where this Indenture provides for notice of any event to
Holders by the Company or the Trustee, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at his
address as it appears in the Note Register, not later than the latest date, and
not earlier than the earliest date, prescribed for the giving of such notice. In
any case where notice to Holders is given by mail, neither the failure to mail
such notice, nor any defect in any notice so mailed, to any particular Holder
shall affect the sufficiency of such notice with respect to other Holders. Any
notice mailed to a Holder in the manner herein prescribed shall be conclusively
deemed to have been received by such Holder, whether or not such Holder actually
receives such notice. Where this Indenture provides for notice in any manner,
such notice may
<PAGE>   32
                                       22


be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

                  In case by reason of the suspension of or irregularities in
regular mail service or by reason of any other cause, it shall be impracticable
to mail notice of any event to Holders when such notice is required to be given
pursuant to any provision of this Indenture, then any manner of giving such
notice as shall be satisfactory to the Trustee shall be deemed to be a
sufficient giving of such notice for every purpose hereunder.

                  SECTION 107. Effect of Headings and Table of Contents.

                  The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the construction hereof.

                  SECTION 108. Successors and Assigns.

                  All covenants and agreements in this Indenture by the Company
and any Subsidiary Notes Guarantor shall bind their successors and assigns,
whether so expressed or not.

                  SECTION 109. Separability Clause.

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

                  SECTION 110. Benefits of Indenture.

                  Nothing in this Indenture or in the Notes, express or implied,
shall give to any Person (other than the parties hereto and their successors
hereunder, any Paying Agent, the Holders and the holders of Senior Debt) any
benefit or any legal or equitable right, remedy or claim under this Indenture.

                  SECTION 111. Governing Law.

                  THIS INDENTURE, THE NOTES AND THE SUBSIDIARY NOTES GUARANTEES
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK. UPON THE EFFECTIVENESS OF THE NOTES EXCHANGE OFFER REGISTRATION
STATEMENT OR THE NOTES SHELF REGISTRATION STATEMENT, THIS INDENTURE SHALL BE
SUBJECT TO, AND GOVERNED BY, THE PROVISIONS OF THE TRUST INDENTURE ACT OF 1939,
AS AMENDED, THAT ARE REQUIRED OR DEEMED TO BE PART OF AND TO GOVERN INDENTURES
QUALIFIED THEREUNDER.
<PAGE>   33
                                       23


                  SECTION 112. Legal Holidays.

                  In any case where any Interest Payment Date, any date
established for payment of Defaulted Interest pursuant to Section 310 or
Redemption Date or Stated Maturity or other maturity of any Note shall not be a
Business Day, then (notwithstanding any other provision of this Indenture or of
the Notes) payment of principal (or premium, if any) or interest need not be
made on such date, but may be made on the next succeeding Business Day with the
same force and effect as if made on the Interest Payment Date or date
established for payment of Defaulted Interest pursuant to Section 310,
Redemption Date, or at the Stated Maturity or other maturity; provided that no
interest shall accrue for the period from and after such Interest Payment Date,
Redemption Date or date established for payment of Defaulted Interest pursuant
to Section 310, Stated Maturity or other maturity, as the case may be, to the
next succeeding Business Day.

                  SECTION 113. No Personal Liability of Directors, Officers,
Employees, Stockholders or Incorporators.

                  No director, officer, employee, incorporator or stockholders,
as such, of the Company or any Subsidiary Notes Guarantor shall have any
liability for any obligations of the Company or such Subsidiary Notes Guarantor
under the Notes, this Indenture or any Subsidiary Notes Guarantee or for any
claim based on, in respect of, or by reason of, such obligations or their
creations. Each Holder by accepting a Note waives and releases all such
liability. Such waiver and release are part of the consideration for the
issuance of the Notes.

                  SECTION 114. Counterparts.

                  This Indenture may be executed in any number of counterparts,
each of which shall be original; but such counterparts shall together constitute
but one and the same instrument.


                                   ARTICLE TWO

                                   NOTE FORMS

                  SECTION 201. Forms Generally.

                  The Notes and the Trustee's certificate of authentication
shall be in substantially the form annexed hereto as Exhibit A, with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture, and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon as
may be required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Notes, as
evidenced by their execution of the Notes. Any portion of the text of any Note
may be set forth on the reverse thereof, with
<PAGE>   34
                                       24


an appropriate reference thereto on the face of the Note. Each Note shall be
dated the date of its authentication.

                  The definitive Notes shall be printed, lithographed or
engraved on steel-engraved borders or may be produced in any other manner, all
as determined by the officers of the Company executing such Notes, as evidenced
by their execution of such Notes.

                  Notes offered and sold in reliance on Rule 144A shall
initially be issued in the form of one permanent global Note substantially in
the form set forth in Exhibit A (the "U.S. Global Note") deposited with the
Trustee, as custodian for the Depositary, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. The aggregate principal
amount of the U.S. Global Note may from time to time be increased or decreased
by adjustments made on the records of the Trustee, as custodian for the
Depositary or its nominee, as hereinafter provided.

                  Notes offered and sold in offshore transactions in reliance on
Regulation S shall initially be issued in the form of one permanent global Note
substantially in the form set forth in Exhibit A (the "Offshore Global Note")
deposited with the Trustee, as custodian for the Depositary, duly executed by
the Company and authenticated by the Trustee as hereinafter provided. The
aggregate principal amount of the Offshore Global Note may from time to time be
increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depositary or its nominee, as hereinafter provided.

                  Securities offered and sold in reliance on Regulation D under
the Securities Act shall be issued in the form of permanent certificated Notes
in registered form in substantially the form set forth in Exhibit A (the "U.S.
Physical Notes"). Notes offered and sold pursuant to Section 306 in exchange for
interests in the Offshore Global Note shall be in the form of permanent
certificated Notes in registered form substantially in the form set forth in
Exhibit A (the "Offshore Physical Notes").

                  The Offshore Physical Notes and the U.S. Physical Notes are
sometimes referred to herein as the "Physical Notes." The U.S. Global Note and
the Offshore Global Note are sometimes referred to herein as the "Global Note."

                  SECTION 202. Restrictive Legends.

                  Unless and until (i) an Initial Note is sold under an
effective Notes Shelf Registration Statement or (ii) an Initial Note is
exchanged for a New Note in connection with an effective Notes Exchange Offer
Registration Statement, in each case pursuant to the Registration Rights
Agreement, (i) the U.S. Global Note and the U.S. Physical Note shall bear the
following legend (the "Private Placement Legend") on the face thereof and (ii)
the Offshore Global Note and the Offshore Physical Note shall bear the Private
Placement Legend until at least the 41st day after the Closing Date and receipt
by the Company and the Trustee of a certificate substantially in the form of
Exhibit B hereto;
<PAGE>   35
                                       25


    THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
    AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
    SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
    ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
    ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR
    NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE
    HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL,
    PLEDGE OR OTHERWISE TRANSFER THIS SECURITY, PRIOR TO THE DATE WHICH IS TWO
    YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON
    WHICH CITADEL BROADCASTING COMPANY (THE "COMPANY") OR ANY AFFILIATE OF THE
    COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY)
    (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY, (B)
    PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT,
    (C) FOR SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE
    144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY
    BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT
    PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
    INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE
    IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144(A), (D) PURSUANT TO
    OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES
    MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S OR (E)
    PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
    OF THE SECURITIES ACT SUBJECT TO THE COMPANY'S, AND THE TRUSTEE'S, RIGHT
    PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (D) ABOVE
    PRIOR TO THE END OF THE 40-DAY RESTRICTED PERIOD WITHIN THE MEANING OF
    REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) ABOVE TO
    REQUIRE THE DELIVERY OF AN OPINION (IN FORM AND SUBSTANCE SATISFACTORY TO
    THE COMPANY) OF COUNSEL SATISFACTORY TO THE COMPANY, AND CERTIFICATION
    AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF
    THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM
    APPEARING ON THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO
    THE COMPANY AND THE TRUSTEE. THIS LEGEND SHALL BE REMOVED UPON THE REQUEST
    OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.
<PAGE>   36
                                       26


                  Each U.S. Global Note, whether or not an Initial Note, shall
also bear the following legend on the face thereof:

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

    TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE,
    BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH
    SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL
    BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH
    IN SECTIONS 306 AND 307 OF THE INDENTURE.


                                  ARTICLE THREE

                                    THE NOTES

                  SECTION 301. Title and Terms.

                  The Initial Notes and the New Notes shall be known and
designated as the "9 1/4% Senior Subordinated Notes due 2008." The Stated
Maturity of the Notes shall be November 15, 2008 and they shall bear interest at
the rate of 9 1/4% per annum from November 19, 1998, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
payable on May 15, 1999 and semiannually thereafter on May 15 and November 15 in
each year commencing May 15, 1999, until the principal thereof is paid in full
and to the Person in whose name the Note (or any predecessor Note) is registered
at the close of business on the May 1 or November 1 next preceding such Interest
Payment Date. Interest shall be computed on the basis of a 360-day year
comprised of twelve 30-day months, until the principal thereof is paid or duly
provided for. Interest on any overdue principal, interest (to the extent lawful)
or premium, if any, shall be payable on demand.
<PAGE>   37
                                       27


                  The principal of and premium, if any, and interest on the
Notes shall be payable, and the Notes shall be exchangeable and transferable, at
the office or agency of the Company in The City of New York maintained for such
purposes (which initially shall be the office of the Trustee located at 101
Barclay Street--21W, New York, NY 10286); provided, however, that, at the option
of the Company, interest may be paid by check mailed to the address of the
Person entitled thereto as such address appears in the Note Register.

                  Holders shall have the right to require the Company to
purchase their Notes, in whole or in part, in the event of a Change of Control
pursuant to Section 1011.

                  Initial Notes that remain outstanding after the consummation
of the Exchange Offer and New Notes issued in connection with the Exchange Offer
will be treated as a single class of securities under this Indenture.

                  The Notes shall be subject to repurchase by the Company
pursuant to an Asset Sale Offer as provided in Section 1012.

                  The Notes shall be redeemable as provided in Article Eleven
and in the Notes.

                  SECTION 302. Denominations.

                  The Notes shall be issuable only in registered form without
coupons and only in denominations of $1,000 and any integral multiple thereof.

                  SECTION 303. Execution, Authentication, Delivery and Dating.

                  Subject to Article Ten hereof, the aggregate principal amount
of Notes which may be authenticated and delivered under this Indenture is
unlimited. The Notes shall be executed on behalf of the Company by its Chairman,
its President or a Vice President, under its corporate seal reproduced thereon
and attested by its Secretary or an Assistant Secretary. The signature of any of
these officers on the Notes may be manual or facsimile signatures of the present
or any future such authorized officer and may be imprinted or otherwise
reproduced on the Notes.

                  Notes bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Notes or did
not hold such offices at the date of such Notes.

                  On the date hereof, after the execution and delivery of this
Indenture, the Company shall deliver the Initial Notes in the aggregate
principal amount of $115,000,000 executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Notes, directing the Trustee to authenticate the Notes and
certifying that all conditions precedent to the issuance of Notes contained
herein have been fully complied with, and the Trustee in accordance with such
Company Order shall authenticate and
<PAGE>   38
                                       28


deliver such Initial Notes. At any time and from time to time after the
execution and delivery of this Indenture, the Company may deliver Additional
Notes executed by the Company to the Trustee for authentication, together with a
Company Order for the authentication and delivery of such Additional Notes
directing the Trustee to authenticate the Additional Notes and certifying that
the issuance of such Additional Notes is in compliance with Article Ten hereof
and that all other conditions precedent to the issuance of Notes contained
herein have been fully complied with, and the Trustee in accordance with such
Company Order shall authenticate and deliver such Additional Notes. On Company
Order, the Trustee shall authenticate for original issue New Notes in an
aggregate principal amount not to exceed $115,000,000 plus the aggregate
principal amount of any Additional Notes issued; provided that such New Notes
shall be issuable only upon the valid surrender for cancellation of Initial
Notes and Additional Notes of a like aggregate principal amount in accordance
with an Exchange Offer pursuant to the Registration Rights Agreement and a
Company Order for the authentication and delivery of such New Notes and
certifying that all conditions precedent to the issuance of such New Notes have
been complied with (including the effectiveness of the Registration Statement
related thereto). In each case, the Trustee shall be entitled to receive an
Officers' Certificate and an Opinion of Counsel of the Company that it may
reasonably request in connection with such authentication of Notes. Such order
shall specify the amount of Notes to be authenticated and the date on which the
original issue of Initial Notes, Additional Notes or New Notes is to be
authenticated.

                  Each Note shall be dated the date of its authentication.

                  No Note shall be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose unless there appears on such Note a
certificate of authentication substantially in the form provided for in Exhibit
A duly executed by the Trustee by manual signature of a Responsible Officer, and
such certificate upon any Note shall be conclusive evidence, and the only
evidence, that such Note has been duly authenticated and delivered hereunder and
is entitled to the benefits of this Indenture.

                  In case the Company or any Subsidiary Notes Guarantor,
pursuant to Article Eight, shall be consolidated or merged with or into any
other Person or shall convey, transfer, lease or otherwise dispose of its
properties and assets substantially as an entirety to any Person, and the
successor Person resulting from such consolidation, or surviving such merger, or
into which the Company or such Subsidiary Notes Guarantor shall have been
merged, or the Person which shall have received a conveyance, transfer, lease or
other disposition as aforesaid, shall have executed an indenture supplemental
hereto with the Trustee pursuant to Article Eight, any of the Notes
authenticated or delivered prior to such consolidation, merger, conveyance,
transfer, lease or other disposition may, from time to time, at the request of
the successor Person, be exchanged for other Notes executed in the name of the
successor Person with such changes in phraseology and form as may be
appropriate, but otherwise in substance of like tenor as the Notes surrendered
for such exchange and of like principal amount; and the Trustee, upon Company
Request of the successor Person, shall authenticate and deliver Notes as
specified in such request for the purpose of such exchange. If Notes shall at
any time be authenticated and delivered in any new name of a successor Person
pursuant to this Section 303 in exchange or
<PAGE>   39
                                       29


substitution for or upon registration of transfer of any Notes, such successor
Person, at the option of the Holders but without expense to them, shall provide
for the exchange of all Notes at the time Outstanding for Notes authenticated
and delivered in such new name.

                  The Trustee may appoint an authenticating agent acceptable to
the Company to authenticate Notes on behalf of the Trustee. Unless limited by
the terms of such appointment, an authenticating agent may authenticate Notes
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as any Note Registrar or Paying Agent
to deal with the Company and its Affiliates.

                  The Trustee shall have the right to decline to authenticate
and deliver any Notes under this Section if the Trustee, being advised by
counsel, reasonably determines that such action may not lawfully be taken.

                  SECTION 304. Temporary Notes.

                  Pending the preparation of definitive Notes, the Company may
execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Notes which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Notes in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Notes may determine, as conclusively evidenced by their
execution of such Notes.

                  If temporary Notes are issued, the Company shall cause
definitive Notes to be prepared without unreasonable delay. After the
preparation of definitive Notes, the temporary Notes shall be exchangeable for
definitive Notes upon surrender of the temporary Notes at the office or agency
of the Company designated for such purpose pursuant to Section 1002, without
charge to the Holder. Upon surrender for cancellation of any one or more
temporary Notes, the Company shall execute and the Trustee shall authenticate
and deliver in exchange therefor a like principal amount of definitive Notes of
authorized denominations. Until so exchanged, the temporary Notes shall in all
respects be entitled to the same benefits under this Indenture as definitive
Notes.

                  SECTION 305. Registration, Registration of Transfer and
Exchange.

                  The Company shall cause to be kept at the Corporate Trust
Office of the Trustee a register (the register maintained in such office and in
any other office or agency designated pursuant to Section 1002 being herein
sometimes referred to as the "Note Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Notes and of transfers of Notes. The Note Register shall be in
written form or any other form capable of being converted into written form
within a reasonable time. At all reasonable times, the Note Register shall be
open to inspection by the Trustee. The Trustee is
<PAGE>   40
                                       30


hereby initially appointed as security registrar (the Trustee in such capacity,
together with any successor of the Trustee in such capacity, the "Note
Registrar") for the purpose of registering Notes and transfers of Notes as
herein provided.

                  Upon surrender for registration of transfer of any Note at the
office or agency of the Company designated pursuant to Section 1002, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Notes of any
authorized denomination or denominations of a like aggregate principal amount.

                  Furthermore, any Holder of a Global Note shall, by acceptance
of such Global Note, agree that transfers of beneficial interest in such Global
Note may be effected only through a book-entry system maintained by the Holder
of such Global Note (or its agent), and that ownership of a beneficial interest
in the Note shall be required to be reflected in a book entry.

                  At the option of the Holder, Notes may be exchanged for other
Notes of any authorized denomination and of a like aggregate principal amount,
upon surrender of the Notes to be exchanged at such office or agency. Whenever
any Notes are so surrendered for exchange (including an exchange of Initial
Notes for New Notes), the Company shall execute, and the Trustee shall
authenticate and deliver, the Notes which the Holder making the exchange is
entitled to receive; provided that no exchange of Initial Notes for New Notes
shall occur until a Notes Exchange Offer Registration Statement shall have been
declared effective by the Commission, the Trustee shall have received an
Officers' Certificate confirming that the Notes Exchange Offer Registration
Statement has been declared effective by the Commission and the Initial Notes to
be exchanged for the New Notes shall be cancelled by the Trustee.

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

                  Every Note presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company or the Note
Registrar) be duly endorsed, or be accompanied by a written instrument of
transfer, in form satisfactory to the Company and the Note Registrar, duly
executed by the Holder thereof or his attorney duly authorized in writing.

                  No service charge shall be made for any registration of
transfer or exchange or redemption of Notes, but the Company may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of Notes,
other than exchanges pursuant to Section 304, 906, 1011, 1012 or 1108, not
involving any transfer.

                  The Note Registrar shall not be required (i) to register the
transfer or exchange of any Note during a period beginning at the opening of
business 15 days before the selection of Securities to be redeemed under Section
1104 and ending at the close of business on the day
<PAGE>   41
                                       31


of such mailing of the relevant notice of redemption, or (ii) to register the
transfer or exchange of any Note so selected for redemption in whole or in part,
except the unredeemed portion of any Note being redeemed in part.

                  Notwithstanding anything to the contrary contained herein, the
Trustee shall have no duty whatsoever to monitor compliance with Federal or
State securities laws other than to collect the certificates required herein.

                  SECTION 306. Book-Entry Provisions for the Global Note.

                  (a) The U.S. Global Note and the Offshore Global Note
initially shall (i) be registered in the name of Cede & Co. as nominee for the
Depositary (the "Global Note Holder"), (ii) be delivered to the Trustee as
custodian for such Depositary and (iii) bear legends as set forth in Section
202.

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

                  (b) Transfers of a Global Note shall be limited to transfers
of such Global Note in whole, but not in part, to the Depositary, its successors
or their respective nominees. Interests of beneficial owners in a Global Note
may be transferred in accordance with the rules and procedures of the Depositary
and the provisions of Section 307. In addition, U.S. Physical Notes and Offshore
Physical Notes shall be transferred to all beneficial owners in exchange for
their beneficial interests in the U.S. Global Note or the Offshore Global Note,
respectively, (i) if the Depositary notifies the Company that it is unwilling or
unable to continue as Depositary for the U.S. Global Note or the Offshore Global
Note, as the case may be, and a successor depositary is not appointed by the
Company within 90 days of such notice, (ii) if an Event of Default has occurred
and is continuing and the Note Registrar has received a request from the
Depositary or (iii) in accordance with the rules and procedures of the
Depositary and the provisions of Section 307.

                  (c) Any beneficial interest in one of the Global Notes that is
transferred to a Person who takes delivery in the form of an interest in the
other Global Note shall, upon transfer, cease to be an interest in such Global
Note and become an interest in the other Global Note and, accordingly, shall
thereafter be subject to all transfer restrictions, if any, and other procedures
applicable to beneficial interests in such other Global Note for as long as it
remains such an interest.
<PAGE>   42
                                       32


                  (d) In connection with any transfer of a portion of the
beneficial interest in a U.S. Global Note or Offshore Global Note to beneficial
owners pursuant to subsection (b) of this Section, the Note Registrar shall
reflect on its books and records the date and a decrease in the principal amount
of the U.S. Global Note or Offshore Global Note in an amount equal to the
principal amount of the beneficial interest in such Global Note to be
transferred, and the Company shall execute, and the Trustee shall authenticate
and deliver, one or more U.S. Physical Note or Offshore Physical Note of like
tenor and amount to each Person that the Global Note Holder and the Depositary
identify as being the beneficial owner of the related Notes.

                  (e) In connection with the transfer of the entire U.S. Global
Note or Offshore Global Note to beneficial owners pursuant to subsection (b) of
this Section, the U.S. Global Note or Offshore Global Note, as the case may be,
shall be deemed to be surrendered to the Trustee for cancellation, and the
Company shall execute, and the Trustee shall authenticate and deliver, to each
beneficial owner identified by the Depositary in exchange for its beneficial
interest in the U.S. Global Note or Offshore Global Note, as the case may be, an
equal aggregate principal amount of U.S. Physical Notes or Offshore Physical
Notes, as the case may be, of authorized denominations.

                  (f) Any U.S. Physical Note delivered in exchange for an
interest in the U.S. Global Note pursuant to subsection (b), (d) or (e) of this
Section shall, except as otherwise provided by paragraph (a)(i) of Section 307,
bear the applicable legend regarding transfer restrictions applicable to the
U.S. Physical Note set forth in Section 202.

                  (g) Any Offshore Physical Note delivered in exchange for an
interest in the Offshore Global Note pursuant to subsection (b), (d) or (e) of
this Section shall, except as otherwise provided by paragraph (e) of Section
307, bear the applicable legend regarding transfer restrictions applicable to
the Offshore Physical Note set forth in Section 202.

                  (h) The registered holder of the Global Note may grant proxies
and otherwise authorize any Person, including Agent Members and Persons that may
hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Notes.

                  SECTION 307. Special Transfer Provisions.

                  Unless and until (i) an Initial Note is sold under an
effective Notes Shelf Registration Statement, or (ii) an Initial Note is
exchanged for a New Note in connection with an effective Notes Exchange Offer
Registration Statement, in each case pursuant to the Registration Rights
Agreement, the following provisions shall apply:

                  (a) Transfers to Non-QIB Institutional Accredited Investors.
         The following provisions shall apply with respect to the registration
         of any proposed transfer of a Note to any institutional "accredited
         investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of
<PAGE>   43
                                       33


         Regulation D under the Securities Act) which is not a QIB (excluding
         Non-U.S. Persons):

                           (i) The Note Registrar shall register the transfer of
                  a Note, whether or not such Note bears the Private Placement
                  Legend, if (x) the requested transfer after the time period
                  referred to in Rule 144(k) under the Securities Act as in
                  effect with respect to such transfer or (y) the proposed
                  transferee has delivered to the Note Registrar (A) a
                  certificate substantially in the form set forth in Exhibit C
                  and (B) if the aggregate principal amount of the Securities
                  being transferred is less than $100,000 at the time of such
                  transfer, an opinion of counsel acceptable to the Company that
                  such transfer is in compliance with the Securities Act.

                           (ii) If the proposed transferor is an Agent Member
                  holding a beneficial interest in the U.S. Global Note, upon
                  receipt by the Note Registrar of (x) the documents, if any,
                  required by paragraph (i) and (y) instructions given in
                  accordance with the Depositary's and the Note Registrar's
                  procedures therefor, the Note Registrar shall reflect on its
                  books and records the date and a decrease in the principal
                  amount of the U.S. Global Note in an amount equal to the
                  principal amount of the beneficial interest in the U.S. Global
                  Note to be transferred, and the Company shall execute, and the
                  Trustee shall authenticate and deliver, one or more U.S.
                  Physical Notes of like tenor and amount.

                  (b) Transfers to QIBs. The following provisions shall apply
         with respect to the registration of any proposed transfer of an Initial
         Note, a U.S. Physical Note, an interest in a U.S. Global Note or an
         interest in an Offshore Global Note to a QIB (excluding non-US
         Persons):

                           (i) If the Note to be transferred consists of (x)
                  either (A) an interest in an Offshore Global Note prior to the
                  removal of the Private Placement Legend or (B) U.S. Physical
                  Notes, the Note Registrar shall register the transfer if such
                  transfer is being made by a proposed transferor who has
                  checked the box provided for on the form of Initial Note
                  stating, or has otherwise advised the Company and the Note
                  Registrar in writing, that the sale has been made in
                  compliance with the provisions of Rule 144A to a transferee
                  who has signed the certification provided for on the form of
                  Initial Note stating, or has otherwise advised the Company and
                  the Note Registrar in writing, that it is purchasing the
                  Initial Note for its own account or an account with respect to
                  which it exercises sole investment discretion and that it, or
                  the Person on whose behalf it is acting with respect to any
                  such account, is a QIB within the meaning of Rule 144A, and is
                  aware that the sale to it is being made in reliance on Rule
                  144A and acknowledges that it has received such information
                  regarding the Company as it has requested pursuant to Rule
                  144A or has determined not to request such information and
                  that it is aware that the transferor is relying upon its
                  foregoing representations in order to claim the exemption from
                  registration provided by
<PAGE>   44
                                       34


                   Rule 144A or (y) an interest in a U.S. Global Note, the
                   transfer of such interest may be effected only through the
                   book-entry system maintained by the Depositary.

                           (ii) If the proposed transferee is an Agent Member,
                   and the Initial Note to be transferred consists of U.S.
                   Physical Notes, upon receipt by the Note Registrar of the
                   documents referred to in clause (i) and instructions given in
                   accordance with the Depositary's and the Note Registrar's
                   procedures therefor, the Note Registrar shall reflect on its
                   books and records the date and an increase in the principal
                   amount of the U.S. Global Note in an amount equal to the
                   principal amount of the U.S. Physical Notes to be
                   transferred, and the Trustee shall cancel the U.S. Physical
                   Notes so transferred.

                  (c) Transfers of Interests in the Offshore Global Note or
      Offshore Physical Notes. The following provisions shall apply with respect
      to any transfer of interests in the Offshore Global Note or Offshore
      Physical Notes:

                           (i) prior to the removal of the Private Placement
                  Legend from an Offshore Global Note or an Offshore Physical
                  Note pursuant to Section 202, the Note Registrar shall refuse
                  to register such transfer unless such transfer complies with
                  Section 307(b) or Section 307(d), as the case may be; and

                           (ii) after such removal, the Note Registrar shall
                  register the transfer of any such Note without requiring any
                  additional certification.

                  (d) Transfers to Non-U.S. Persons at Any Time. The following
      provisions shall apply with respect to any transfer of an Initial Note to
      a Non-U.S. Person:

                           (i) The Note Registrar shall register any proposed
                  transfer of an Initial Note to a Non-U.S. Person if the Note
                  to be transferred is a U.S. Physical Note or an interest in
                  the U.S. Global Note only upon receipt of a certificate
                  substantially in the form of Exhibit D hereto from the
                  proposed transferor.

                           (ii) (A) If the proposed transferor is an Agent
                  Member holding a beneficial interest in the U.S. Global Note,
                  upon receipt by the Note Registrar of (x) the documents, if
                  any, required by paragraph (i), and (y) instructions in
                  accordance with the Depositary's and the Note Registrar's
                  procedures therefor, the Note Registrar shall reflect on its
                  books and records the date and a decrease in the principal
                  amount of the U.S. Global Note in an amount equal to the
                  principal amount of the beneficial interest in the U.S. Global
                  Note to be transferred and the Company shall execute, and the
                  Trustee shall authenticate and deliver, one or more Offshore
                  Physical Notes in a like principal amount or (B) if the
                  proposed transferee is an Agent Member, upon receipt by the
                  Note Registrar of instructions given in accordance with the
                  Depositary's and the Note
<PAGE>   45
                                       35


                  Registrar's procedures, the Note Registrar shall reflect on
                  its books and records the date and an increase in the
                  principal amount of the Offshore Global Note in an amount
                  equal to the principal amount of the U.S. Physical Notes or
                  the U.S. Global Note, as the case may be, to be transferred
                  and the Trustee shall cancel the U.S. Physical Notes, if any,
                  so transferred or decrease the amount of the U.S. Global Note.

                  (e) Private Placement Legend. Upon the transfer, exchange or
replacement of Notes not bearing the Private Placement Legend, the Note
Registrar shall deliver Notes that do not bear the Private Placement Legend.
Upon the transfer, exchange or replacement of Notes bearing the Private
Placement Legend, the Note Registrar shall deliver only Notes that bear the
Private Placement Legend unless either (i) the circumstances contemplated by
paragraph (a)(i)(x) or (c)(ii) of this Section 307 exist and the Company directs
the Trustee pursuant to an Officers' Certificate to remove such legend or (ii)
there is delivered to the Note Registrar an Opinion of Counsel reasonably
satisfactory to the Company and the Trustee to the effect that neither such
legend nor the related restrictions on transfer are required in order to
maintain compliance with the provisions of the Securities Act.

                  (f) General. By its acceptance of any Note bearing the Private
Placement Legend, each Holder of such a Note acknowledges the restrictions on
transfer of such Note set forth in this Indenture and in the Private Placement
Legend and agrees that it shall transfer such Note only as provided in this
Indenture. 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 Depositary 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.

                  The Note Registrar shall retain copies of all letters, notices
and other written communications received pursuant to Section 306 or this
Section 307. The Company shall have the right to inspect and make copies of all
such letters, notices or other written communications at any reasonable time
upon the giving of reasonable written notice to the Note Registrar.

                  SECTION 308. [INTENTIONALLY OMITTED]

                  SECTION 309. Mutilated, Destroyed, Lost and Stolen Notes.

                  If (i) any mutilated Note is surrendered to the Trustee, or
(ii) the Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Note, and there is delivered to the Company
and the Trustee such security or indemnity, in each case,
<PAGE>   46
                                       36


as may be required by them to save each of them harmless, then, in the absence
of notice to the Company or the Trustee that such Note has been acquired by a
bona fide purchaser, the Company shall execute, and upon Company Order the
Trustee shall authenticate and deliver, in exchange for any such mutilated Note
or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor
and principal amount, bearing a number not contemporaneously outstanding.

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

                  Upon the issuance of any new Note under this Section, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) in connection
therewith.

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

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

                  SECTION 310. Payment of Interest; Interest Rights Preserved.

                  Interest on any Note which is payable, and is punctually paid
or duly provided for, on any Interest Payment Date shall be paid to the Person
in whose name such Note (or one or more Predecessor Notes) is registered at the
close of business on the Regular Record Date for such interest at the office or
agency of the Company maintained for such purpose pursuant to Section 1002;
provided, however, that each installment of interest may at the Company's option
be paid by mailing a check for such interest, payable to or upon the written
order of the Person entitled thereto pursuant to Section 311, to the address of
such Person as it appears in the Note Register.

                  Any interest on any Note which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date shall
forthwith cease to be payable to the Holder on the Regular Record Date by virtue
of having been such Holder, and such defaulted interest and (to the extent
lawful) interest on such defaulted interest at the rate borne by the Notes (such
defaulted interest and interest thereon herein collectively called "Defaulted
Interest") shall be paid by the Company, at its election in each case, as
provided in clause (1) or (2) below:
<PAGE>   47

                                       37


            (1) The Company may elect to make payment of any Defaulted Interest
        to the Persons in whose names the Notes (or their respective Predecessor
        Notes) are registered at the close of business on a Special Record Date
        for the payment of such Defaulted Interest, which shall be fixed in the
        following manner. The Company shall notify the Trustee in writing of the
        amount of Defaulted Interest proposed to be paid on each Note and the
        date (not less than 30 days after such notice) of the proposed payment
        (the "Special Record Date"), and at the same time the Company shall
        deposit with the Trustee an amount of money equal to the aggregate
        amount proposed to be paid in respect of such Defaulted Interest or
        shall make arrangements satisfactory to the Trustee for such deposit
        prior to the date of the proposed payment, such money when deposited to
        be held in trust for the benefit of the Persons entitled to such
        Defaulted Interest as in this clause provided. Thereupon the Trustee
        shall fix a Special Record Date for the payment of such Defaulted
        Interest which shall be not more than 15 days and not less than 10 days
        prior to the date of the proposed payment and not less than 10 days
        after the receipt by the Trustee of the notice of the proposed payment.
        The Trustee shall promptly notify the Company of such Special Record
        Date, and in the name and at the expense of the Company, shall cause
        notice of the proposed payment of such Defaulted Interest and the
        Special Record Date therefor to be given in the manner provided for in
        Section 106, not less than 10 days prior to such Special Record Date.
        Notice of the proposed payment of such Defaulted Interest and the
        Special Record Date therefor having been so given, such Defaulted
        Interest shall be paid to the Persons in whose names the Notes (or their
        respective Predecessor Notes) are registered at the close of business on
        such Special Record Date and shall no longer be payable pursuant to the
        following clause (2).

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

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

            SECTION 311. Persons Deemed Owners.

            Prior to the due presentment of a Note for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Persons in whose names, including the Global Note, such Notes are registered
as the owners of such Note for the purpose of receiving payment of principal of
(and premium, if any) and (subject to Sections 305 and 310) interest on such
Note and for all other purposes whatsoever, whether or not such Note be overdue,
and none of the Company, any Subsidiary Notes Guarantor, the Trustee nor any
agent
<PAGE>   48
                                       38

of the Company, any Subsidiary Notes Guarantor or the Trustee shall be affected
by notice to the contrary.

            SECTION 312. Cancellation.

            All Notes surrendered for payment, redemption, registration of
transfer or exchange shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and shall be promptly cancelled by it. If the
Company shall acquire any of the Notes other than as set forth in the preceding
sentence, the acquisition shall not operate as a redemption or satisfaction of
the Indebtedness represented by such Notes unless and until the same are
surrendered to the Trustee for cancellation pursuant to this Section 312. No
Notes shall be authenticated in lieu of or in exchange for any Notes cancelled
as provided in this Section, except as expressly permitted by this Indenture.
All cancelled Notes held by the Trustee shall be disposed of by the Trustee in
accordance with its customary procedures unless by Company Order the Company
shall direct that cancelled Notes be returned to it.

            SECTION 313. Computation of Interest.

            Interest on the Notes shall be computed on the basis of a 360-day
year of twelve 30-day months.

            SECTION 314. CUSIP Numbers.

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

            SECTION 315. Issuance of Additional Notes.

            The Company may, subject to Article Ten of this Indenture, issue
additional Notes having identical terms and conditions to the Initial Notes (the
"Additional Notes") issued pursuant to this Indenture. The Initial Notes issued
on the Closing Date and any Additional Notes (and any New Notes issued in
exchange therefor) subsequently issued shall be treated as a single class for
all purposes under this Indenture.
<PAGE>   49
                                       39

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

            SECTION 401. Satisfaction and Discharge of Indenture.

            This Indenture shall upon request by the Company cease to be of
further effect (except as to surviving rights of registration of transfer or
exchange of Notes expressly provided for herein or pursuant hereto) and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture when:

            (1) either

                (a) all the Notes theretofore authenticated and delivered (other
            than (i) Notes which have been lost, stolen or destroyed and which
            have been replaced or paid as provided in Section 309 and (ii) Notes
            for whose payment money has theretofore been deposited in trust with
            the Trustee or any Paying Agent or segregated and held in trust by
            the Company and thereafter repaid to the Company or discharged from
            such trust, as provided in Section 1003) have been delivered to the
            Trustee for cancellation, or

                (b) all such Notes not theretofore delivered to the Trustee for
            cancellation

                     (i)   have become due and payable or

                     (ii)  shall become due and payable at their Stated Maturity
                  within one year or

                     (iii) are to be called for redemption within one year 
                  under arrangements satisfactory to the Trustee for the
                  giving of notice of redemption by the Trustee in the name, and
                  at the expense, of the Company,

            and the Company has irrevocably deposited or caused to be deposited
            with the Trustee as trust funds in trust for such purpose an amount
            sufficient to pay and discharge the entire Debt on such Notes not
            theretofore delivered to the Trustee for cancellation, for principal
            (and premium, if any) and interest to the date of such deposit (in
            the case of Notes which have become due and payable) or to the
            Stated Maturity or Redemption Date, as the case may be;

            (2) the Company or the Subsidiary Notes Guarantors have paid or
        caused to be paid all sums payable hereunder by the Company or the
        Subsidiary Notes Guarantors; and
<PAGE>   50
                                       40


            (3) the Company has delivered to the Trustee an Officers'
        Certificate and an Opinion of Counsel, each stating that all conditions
        precedent herein provided for relating to the satisfaction and discharge
        of this Indenture have been complied with.

            Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company to the Trustee under Section 607 and, if money
shall have been deposited with the Trustee pursuant to subclause (b) of clause
(1) of this Section, the obligations of the Trustee under Section 402 and the
last paragraph of Section 1003 shall survive.

            SECTION 402. Application of Trust Money.

            Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in trust
and applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee; but such money need not be segregated from other funds except to the
extent required by law.

            If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with Section 401 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 any Subsidiary Notes Guarantor's obligations under this Indenture
and the Notes shall be revived and reinstated as though no deposit had occurred
pursuant to Section 401; provided that if the Company has made any payment of
principal of, premium, if any, or interest on any Notes because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money or U.S.
Government Obligations held by the Trustee or Paying Agent.


                                  ARTICLE FIVE

                                    REMEDIES

            SECTION 501. Events of Default.

            "Event of Default", wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or government body):

            (a) default in the payment of any interest on any Note when it
        becomes due and payable, and continuance of such default for a period of
        30 days;
<PAGE>   51
                                       41


            (b) default in the payment of the principal of (or premium, if any,
        on) any Note when due;

            (c) failure to perform or comply with Article Eight;

            (d) default in the performance, or breach, of any covenant or
        agreement of the Company or any Subsidiary Notes Guarantor contained in
        this Indenture or any Subsidiary Notes Guarantee (other than a default
        in the performance, or breach, of a covenant or agreement that is
        specifically dealt with elsewhere herein), and continuance of such
        default or breach for a period of 60 days after written notice has been
        given to the Company by the Trustee or to the Company and the Trustee by
        the Holders of at least 25% in aggregate principal amount of the Notes
        then outstanding;

            (e) (i) the occurrence of an event of default under any mortgage,
        bond, indenture, loan agreement or other document evidencing an issue of
        Debt of the Company or any Significant Subsidiary, which issue has an
        aggregate outstanding principal amount of not less than $5,000,000, and
        such default has resulted in such Debt becoming, whether by declaration
        or otherwise, due and payable prior to the date on which it would
        otherwise become due and payable or (ii) a default in any payment when
        due at final maturity of any such Debt;

            (f) failure by the Company or any of its Restricted Subsidiaries to
        pay one or more final judgments the uninsured portion of which exceeds
        in the aggregate $5,000,000, which judgment or judgments are not paid,
        discharged or stayed for a period of 60 days;

            (g) any Subsidiary Notes Guarantee ceases to be in full force and
        effect or is declared null and void or any Subsidiary Notes Guarantor
        denies that it has any further liability under any Subsidiary Notes
        Guarantee, or gives notice to such effect (other than by reason of the
        termination of this Indenture or the release of any Subsidiary Notes
        Guarantee in accordance with this Indenture), and such condition has
        continued for a period of 30 days after written notice of such failure
        requiring the Subsidiary Notes Guarantor and the Company to remedy the
        same has been given (x) to the Company by the Trustee or (y) to the
        Company and the Trustee by the Holders of 25% in aggregate principal
        amount of the Notes then outstanding;

            (h) a court having jurisdiction in the premises enters a decree or
        order for (i) relief in respect of the Company or any Significant
        Subsidiary in an involuntary case under any applicable Bankruptcy Law
        now or hereafter in effect, (ii) appointment of a receiver, liquidator,
        assignee, custodian, trustee, sequestrator or similar official of the
        Company or any Significant Subsidiary or for all or substantially all of
        the property and assets of the Company or any Significant Subsidiary or
        (iii) the winding up or liquidation of the affairs of the Company or any
        Significant Subsidiary and, in each case, such
<PAGE>   52
                                       42

decree or order shall remain unstayed and in effect for a period of 60
consecutive days; or

            (i) the Company or any Significant Subsidiary (i) commences a
        voluntary case under any applicable Bankruptcy Law now or hereafter in
        effect, or consents to the entry of an order for relief in an
        involuntary case under any such law, (ii) consents to the appointment of
        or taking possession by a receiver, liquidator, assignee, custodian,
        trustee, sequestrator or similar official of the Company or any
        Significant Subsidiary or for all or substantially all of the property
        and assets of the Company or any Significant Subsidiary or (iii) effects
        any general assignment for the benefit of creditors.

            SECTION 502. Acceleration of Maturity; Rescission and Annulment.

            If an Event of Default (other than as specified in Section 501(h) or
(i)) occurs and is continuing, the Trustee or the Holders of not less than 25%
in aggregate principal amount of the Notes then outstanding may, and the Trustee
at the request of such Holders shall, declare the principal of all of the
outstanding Notes immediately due and payable, by a notice in writing to the
Company (and to the Trustee if given by the Holders) and, if the Credit Facility
is in effect, to the Credit Facility Agent and, upon any such declaration, such
principal shall become due and payable immediately. If an Event of Default
specified in Section 501(h) or (i) above occurs and is continuing, then such
principal shall ipso facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holder of Notes.

            At any time after a declaration of acceleration under this
Indenture, but before a judgment or decree for payment of the money due has been
obtained by the Trustee, the Holders of a majority in aggregate principal amount
of the outstanding Notes, by written notice to the Company and the Trustee, may
rescind such declaration and its consequences if:

            (i) the Company has paid or deposited with the Trustee a sum
        sufficient to pay

                (A) all overdue interest on all Notes,

                (B) all unpaid principal of (and premium, if any, on) any
            outstanding Notes that has become due otherwise than by such
            declaration of acceleration and interest thereon at the rate borne
            by the Notes,

                (C) to the extent that payment of such interest is lawful,
            interest upon overdue interest and overdue principal amount at the
            rate borne by the Notes, and

                (D) all sums paid or advanced by the Trustee under this
            Indenture and the reasonable compensation, expenses, disbursements
            and advances of the Trustee, its agents and counsel; and
<PAGE>   53
                                       43


            (ii) all Events of Default, other than the non-payment of amounts of
        principal of (or premium, if any, on) or interest on the Notes that have
        become due solely by such declaration of acceleration, have been cured
        or waived.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

            SECTION 503. Collection of Indebtedness and Suits for Enforcement by
Trustee.

            The Company and each of the Subsidiary Notes Guarantors covenants
that if

            (a) default is made in the payment of any interest on any Note when
        such interest becomes due and payable and such default continues for a
        period of 30 days, or

            (b) default is made in the payment of the principal of (or premium,
        if any, on) any Note at the Stated Maturity or other maturity thereof,

the Company and the Subsidiary Notes Guarantors shall, upon demand of the
Trustee, pay to the Trustee for the benefit of the Holders of such Notes, the
whole amount then due and payable on such Notes for principal (and premium, if
any) and interest, with interest upon the overdue principal (and premium, if
any) and, to the extent that payment of such interest shall be legally
enforceable, upon overdue installments of interest, at the rate borne by the
Notes; and, in addition thereto, such further amount as shall be sufficient to
cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel and all other amounts due to the Trustee under Section 607.

            If the Company or any Subsidiary Notes Guarantor, as the case may
be, fails to pay such amounts forthwith upon such demand, the Trustee, in its
own name and as trustee of an express trust, may institute a judicial proceeding
for the collection of the sums so due and unpaid and may prosecute such
proceeding to judgment or final decree, and may enforce the same against the
Company, such Subsidiary Notes Guarantor or any other obligor upon the Notes and
collect the moneys adjudged or decreed to be payable in the manner provided by
law out of the property of the Company, such Subsidiary Notes Guarantor or any
other obligor upon the Notes, wherever situated.

            If an Event of Default occurs and is continuing, the Trustee may in
its discretion proceed to protect and enforce its rights and the rights of the
Holders by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy
subject, however, to Section 513. No recovery of any such judgment upon any
property of the Company or any Subsidiary Notes Guarantor shall affect or impair
any rights, powers or remedies of the Trustee or the Holders.
<PAGE>   54
                                       44

            SECTION 504. Trustee May File Proofs of Claim.

            In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or any Subsidiary Notes
Guarantor, upon the Notes or the property of the Company or of such other
obligor or their creditors, the Trustee (irrespective of whether the principal
of the Notes shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have made
any demand on the Company for the payment of overdue principal, premium, if any,
or interest) shall be entitled and empowered, by intervention in such proceeding
or otherwise,

            (i) to file and prove a claim for the whole amount of principal (and
        premium, if any) and interest owing and unpaid in respect of the Notes,
        to take such other actions (including participating as a member, voting
        or otherwise, of any official committee of creditors appointed in such
        matter) and to file such other papers or documents as may be necessary
        or advisable in order to have the claims of the Trustee (including any
        claim for the reasonable compensation, expenses, disbursements and
        advances of the Trustee, its agents and counsel) and of the Holders
        allowed in such judicial proceeding, and

            (ii) to collect and receive any moneys or other property payable or
        deliverable on any such claims and to distribute the same;

and any Custodian in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay the
Trustee any amount due 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 607.

            Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder thereof, or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding; provided, however, that the
Trustee may, on behalf of such Holders, vote for the election of a trustee in
bankruptcy or other similar official.

            SECTION 505. Trustee May Enforce Claims Without Possession of Notes.

            All rights of action and claims under this Indenture, the Notes or
the Subsidiary Notes Guarantees may be prosecuted and enforced by the Trustee
without the possession of any of the Notes or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name and as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and
<PAGE>   55
                                       45

counsel, be for the ratable benefit of the Holders of the Notes in respect of
which such judgment has been recovered.

            SECTION 506. Application of Money Collected.

            Subject to Article Fourteen, any money collected by the Trustee
pursuant to this Article shall be applied in the following order, at the date or
dates fixed by the Trustee and, in case of the distribution of such money on
account of principal (or premium, if any) or interest, upon presentation of the
Notes and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid:

            FIRST: To the payment of all amounts due the Trustee under Section
        607;

            SECOND: To the payment of the amounts then due and unpaid for
        principal of (and premium, if any) and interest on the Notes in respect
        of which or for the benefit of which such money has been collected,
        ratably, without preference or priority of any kind, according to the
        amounts due and payable on such Notes for principal (and premium, if
        any) and interest, respectively; and

            THIRD: The balance, if any, to the Person or Persons entitled
        thereto, including the Company or any other obligor on the Notes, as
        their interests may appear or as a court of competent jurisdiction may
        direct, provided that all sums due and owing to the Holders and the
        Trustee have been paid in full as required by this Indenture.

            SECTION 507. Limitation on Suits.

            No Holder of any Notes shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless

            (1) such Holder has previously given written notice to the Trustee
        of a continuing Event of Default;

            (2) the Holders of not less than 25% in principal amount of the
        Outstanding Notes shall have made written request to the Trustee to
        institute proceedings in respect of such Event of Default in its own
        name as Trustee hereunder;

            (3) such Holder or Holders have offered to the Trustee reasonable
        indemnity against the costs, expenses and liabilities to be incurred in
        compliance with such request;

            (4) the Trustee for 30 days after its receipt of such notice,
        request and offer of indemnity has failed to institute any such
        proceeding; and
<PAGE>   56
                                       46

            (5) no direction inconsistent with such written request has been
        given to the Trustee during such 30-day period by the Holders of a
        majority or more in principal amount of the Outstanding Notes;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture, any Note or any Subsidiary Notes Guarantee to affect, disturb or
prejudice the rights of any other Holders, or to obtain or to seek to obtain
priority or preference over any other Holders or to enforce any right under this
Indenture, any Note or any Subsidiary Notes Guarantee, except in the manner
herein provided and for the equal and ratable benefit of all the Holders.

            SECTION 508. Unconditional Right of Holders to Receive Principal,
Premium and Interest.

            Notwithstanding any other provision in this Indenture, the Holder of
any Note shall have the right, which is absolute and unconditional, to receive
payment, as provided herein (including, if applicable, Article Eleven) and in
such Note of the principal of (and premium, if any) and (subject to Section 310)
interest on such Note on the respective Stated Maturities expressed in such Note
(or, in the case of redemption or repurchase, on the Redemption Date or
repurchase) and to institute suit for the enforcement of any such payment, and
such rights shall not be impaired without the consent of such Holder.

            SECTION 509. Restoration of Rights and Remedies.

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

            SECTION 510. Rights and Remedies Cumulative.

            Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Notes in the last paragraph of
Section 309, no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.
<PAGE>   57
                                       47

            SECTION 511. Delay or Omission Not Waiver.

            No delay or omission of the Trustee or of any Holder of any Note to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to
the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders, as the case may
be.

            SECTION 512. Control by Holders.

            The Holders of not less than a majority in principal amount of the
Outstanding Notes shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee, provided that

            (1) such direction shall not be in conflict with any rule of law or
        with this Indenture or any Subsidiary Notes Guarantee;

            (2) the Trustee need not take any action which might involve it in
        personal liability or be unjustly prejudicial to the Holders not
        consenting; and

            (3) subject to the provisions of Section 315 of the TIA, the Trustee
        may take any other action deemed proper by the Trustee which is not
        inconsistent with such direction.

            SECTION 513. Waiver of Past Defaults.

            The Holders of not less than a majority in aggregate principal
amount of the outstanding Notes may, on behalf of the Holders of all of the
Notes, waive any past defaults under this Indenture, except a default in the
payment of the principal of (and premium, if any) or interest on any Note, or in
respect of a covenant or provision that under this Indenture cannot be modified
or amended without the consent of the Holder of each Note outstanding.

            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 thereon.

            SECTION 514. Waiver of Stay or Extension Laws.

            Each of the Company and the Subsidiary Notes Guarantors covenants
(to the extent that it may lawfully do so) that it shall not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay or extension law
<PAGE>   58
                                       48

wherever enacted, now or at any time hereafter in force, which would prohibit or
forgive the Company, any Subsidiary Notes Guarantor or any such obligor from
paying all or any portion of the principal of, premium, if any, or interest on
the Notes contemplated herein or in the Notes or which may affect the covenants
or the performance of this Indenture; and each of the Company, any Subsidiary
Notes Guarantor and any such obligor (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law and covenants
that it shall not hinder, delay or impede the execution of any power herein
granted to the Trustee, but shall suffer and permit the execution of every such
power as though no such law had been enacted.

            SECTION 515. Undertaking for Costs.

            All parties to this Indenture agree, and each Holder of any Note by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of the Outstanding Notes, or to
any suit instituted by any Holder for the enforcement of the payment of the
principal of (or premium, if any) or interest on any Note on or after the
respective Stated Maturities expressed in such Note (or, in the case of
redemption, on or after the Redemption Date).


                                   ARTICLE SIX

                                   THE TRUSTEE

            SECTION 601. Certain Duties and Responsibilities.

            (a) Except during the continuance of an Event of Default, (1) the
Trustee shall perform only such duties as are specifically set forth in this
Indenture and no implied covenants or obligations shall be read into this
Indenture against the Trustee; and (2) in the absence of bad faith on its part,
the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions
furnished to the Trustee and conforming to the requirements of this Indenture;
but in the case of any such certificates or opinions which by any provision
hereby are specifically required to be furnished to the Trustee, the Trustee
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).
<PAGE>   59
                                       49

            (b) In case a Default or an Event of Default shall have occurred and
be continuing of which a Responsible Officer of the Trustee has actual knowledge
or of which written notice of such Default or Event of Default shall have been
given to the Trustee by the Company, any other obligor of the Notes or by any
Holder, the Trustee shall exercise such of the rights and powers vested in it by
this Indenture, and use the same degree of care and skill in their exercise, as
a prudent Person would exercise or use under the circumstances in the conduct of
his own affairs.

            (c) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that:

            (1) this paragraph (c) shall not be construed to limit the effect of
        paragraph (a) of this Section;

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

            (3) the Trustee shall not be liable with respect to any action taken
        or omitted to be taken by it in good faith in accordance with the
        direction of the Holders of a majority in aggregate principal amount of
        the Outstanding Notes relating to the time, method and place of
        conducting any proceeding for any remedy available to the Trustee, or
        exercising any trust or power conferred upon the Trustee, under this
        Indenture; and

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

            (d) Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section.

            SECTION 602. Notice of Defaults.

            If a Default or an Event of Default occurs and is continuing and is
known to the Trustee, the Trustee shall mail to each Holder of the Notes notice
of the Default or Event of Default within 90 days after the occurrence thereof.
Except in the case of a Default or an Event of Default in payment of principal
of (and premium, if any, on) or interest on any Notes, the Trustee may withhold
the notice to the Holders if a committee of its trust officers in good faith
determines that withholding such notice is in the interests of the Holders.
<PAGE>   60
                                       50

            SECTION 603. Certain Rights of Trustee.

            Subject to the provisions of TIA Sections 315(a) through 315(d):

            (1) the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party or
parties;

            (2) any request or direction of the Company mentioned herein shall
be sufficiently evidenced by a Company Request or Company Order and any
resolution of the Board of Directors may be sufficiently evidenced by a Board
Resolution;

            (3) whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
request and rely upon an Officers' Certificate;

            (4) the Trustee may consult with counsel of its selection and any
written advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in reliance thereon;

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

            (6) the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but
the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or 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;

            (7) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder; and
<PAGE>   61
                                       51


            (8) the Trustee shall not be liable for any action taken, suffered
        or omitted by it in good faith and reasonably believed by it to be
        authorized or within the discretion or rights or powers conferred upon
        it by this Indenture; and the Trustee shall not be deemed to have notice
        of any Default or Event of Default, except in the case of an event of
        default involving failures by the Company to pay principal, premium, if
        any, or interest on the Notes, unless a Responsible Officer of the
        Trustee has actual knowledge thereof or unless written notice of any
        event which is in fact such a default is received by the Trustee at the
        Corporate Trust Office of the Trustee, and such notice references the
        Company, the Notes or this Indenture.

            SECTION 604. Trustee Not Responsible for Recitals or Issuance of
Notes.

            The recitals contained herein and in the Notes, except for the
Trustee's certificates of authentication, shall be taken as the statements of
the Company and the Subsidiary Notes Guarantors, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Notes or of the
Subsidiary Notes Guarantees, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Notes and
perform its obligations hereunder and that the statements made by it in a
Statement of Eligibility on Form T-1 supplied to the Company are true and
accurate, subject to the qualifications set forth therein. The Trustee shall not
be accountable for the use or application by the Company of Notes or the
proceeds thereof.

            SECTION 605. May Hold Notes.

            The Trustee, any Paying Agent, any Note Registrar, any
Authenticating Agent or any other agent of the Company or of the Trustee, in its
individual or any other capacity, may become the owner or pledgee of Notes and,
subject to TIA Sections 310(b) and 311, may otherwise deal with the Company with
the same rights it would have if it were not Trustee, Paying Agent, Note
Registrar, Authenticating Agent or such other agent. The Trustee is permitted to
engage in other transactions; provided, however, that if it acquires any
conflicting interest it must eliminate such conflict or resign.

            SECTION 606. Money Held in Trust.

            All moneys received by the Trustee shall, until used or applied as
herein provided, be held in trust hereunder for the purposes for which they were
received, but need not be segregated from other funds except to the extent
required by law. The Trustee shall be under no liability for interest on any
money received by it hereunder except as otherwise agreed in writing with the
Company or any Subsidiary Notes Guarantor.
<PAGE>   62
                                       52

            SECTION 607. Compensation and Reimbursement.

            The Company agrees:

            (1) to pay to the Trustee from time to time such compensation as
        shall be agreed to in writing between the Company and the Trustee for
        all services rendered by it hereunder (which compensation shall not be
        limited by any provision of law in regard to the compensation of a
        trustee of an express trust);

            (2) except as otherwise expressly provided herein, to reimburse the
        Trustee upon its request for all reasonable expenses, disbursements and
        advances incurred or made by the Trustee in accordance with any
        provision of this Indenture (including the reasonable compensation and
        the expenses and disbursements of its agents and counsel and costs and
        expenses of collection), except any such expense, disbursement or
        advance as may be attributable to its negligence or bad faith; and

            (3) to indemnify each of the Trustee or any predecessor Trustee (and
        their respective directors, officers, employees and agents) for, and to
        hold it harmless against, any and all loss, damage, claim, liability or
        expense, including taxes (other than taxes based on the income of the
        Trustee) incurred without negligence or bad faith on its part, arising
        out of or in connection with the acceptance or administration of this
        trust, including the costs and expenses of defending itself against any
        claim or liability in connection with the exercise or performance of any
        of its powers or duties hereunder.

            The obligations of the Company under this Section to compensate the
Trustee, to pay or reimburse the Trustee for expenses, disbursements and
advances and to indemnify and hold harmless the Trustee shall constitute
additional indebtedness hereunder and shall survive the satisfaction and
discharge of this Indenture. As security for the performance of such obligations
of the Company, the Trustee shall have a claim prior to the Holders of the Notes
upon all property and funds held or collected by the Trustee as such, except
funds held in trust for the payment of principal of (and premium, if any) or
interest on particular Notes.

            When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 501(h) or (i), the expenses
(including the reasonable charges and expenses of its counsel) of and the
compensation for such services are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency or
other similar law.

            The provisions of this Section shall survive the termination of this
Indenture.
<PAGE>   63
                                       53

            SECTION 608. Corporate Trustee Required; Eligibility.

            There shall be at all times a Trustee hereunder which shall be
eligible to act as Trustee under TIA Section 310(a)(1) and which shall have an
office in The City of New York, and shall have a combined capital and surplus of
at least $100,000,000. If the Trustee does not have an office in The City of New
York, the Trustee may appoint an agent in The City of New York reasonably
acceptable to the Company to conduct any activities which the Trustee may be
required under this Indenture to conduct in The City of New York. If such
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of federal, state, territorial or District of Columbia
supervising or examining authority, then for the purposes of this Section 608,
the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 608, it shall resign immediately
in the manner and with the effect hereinafter specified in this Article.

            SECTION 609. Resignation and Removal; Appointment of Successor.

            (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of this Section.

            (b) The Trustee may resign at any time by giving written notice
thereof to the Company. Upon receiving such notice of resignation, the Company
shall promptly appoint a successor Trustee by written instrument executed by
authority of the Board of Directors of the Company, a copy of which shall be
delivered to the resigning Trustee and a copy to the successor Trustee. If an
instrument of acceptance required by this Section shall not have been delivered
to the resigning Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

            (c) The Trustee may be removed at any time by Act of the Holders of
not less than a majority in principal amount of the Outstanding Notes, delivered
to the Trustee and to the Company. Upon such removal, the Company shall promptly
appoint a successor Trustee by written instrument executed by authority of the
Board of Directors of the Company, a copy of which shall be delivered to the
removed Trustee and a copy to the successor Trustee. If an instrument of
acceptance required by this Section shall not have been delivered to the removed
Trustee within 30 days after the giving of such notice of removal, the removed
Trustee may petition any court of competent jurisdiction for the appointment of
a successor Trustee.
<PAGE>   64
                                       54

            (d) If at any time:

            (1) the Trustee shall fail to comply with the provisions of TIA
        Section 310(b) after written request therefor by the Company or by any
        Holder who has been a bona fide Holder of a Note for at least six
        months, or

            (2) the Trustee shall cease to be eligible under Section 608 and
        shall fail to resign after written request therefor by the Company or by
        any Holder who has been a bona fide Holder of a Note for at least six
        months, or

            (3) the Trustee shall become incapable of acting or shall be
        adjudged a bankrupt or insolvent or a Custodian of the Trustee or of its
        property shall be appointed or any public officer shall take charge or
        control of the Trustee or of its property or affairs for the purpose of
        rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company, by a Board Resolution, may remove the
Trustee, or (ii) subject to TIA Section 315(e), any Holder who has been a bona
fide Holder of a Note for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.

            (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, the
Company, by a Board Resolution, shall promptly appoint a successor Trustee. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Notes delivered to
the Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment, become the successor Trustee
and supersede the successor Trustee appointed by the Company. If no successor
Trustee shall have been so appointed by the Company or the Holders and accepted
appointment in the manner hereinafter provided, any Holder who has been a bona
fide Holder of a Note for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee.

            (f) The Company shall give notice of each resignation and each
removal of the Trustee and each appointment of a successor Trustee to the
Holders of Notes in the manner provided for in Section 106. Each notice shall
include the name of the successor Trustee and the address of its Corporate Trust
Office.
<PAGE>   65
                                       55

            SECTION 610. Acceptance of Appointment by Successor.

            Every successor Trustee appointed hereunder shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; but, on request of the
Company or the successor Trustee, such retiring Trustee shall, upon payment of
its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder. Upon request of any such successor
Trustee, the Company shall execute any and all instruments for more fully and
certainly vesting in and confirming to such successor Trustee all such rights,
powers and trusts.

            No successor Trustee shall accept its appointment unless at the time
of such acceptance such successor Trustee shall be qualified and eligible under
this Article.

            SECTION 611. Merger, Conversion, Consolidation or Succession to
Business.

            Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Notes shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Notes so authenticated with the same effect
as if such successor Trustee had itself authenticated such Notes. In case at
that time any of the Notes shall not have been authenticated, any successor
Trustee may authenticate such Notes either in the name of any predecessor
hereunder or in the name of the successor Trustee. In all such cases such
certificates shall have the full force and effect which this Indenture provides
for the certificate of authentication of the Trustee shall have; provided,
however, that the right to adopt the certificate of authentication of any
predecessor Trustee or to authenticate Notes in the name of any predecessor
Trustee shall apply only to its successor or successors by merger, conversion or
consolidation.
<PAGE>   66
                                       56

                                  ARTICLE SEVEN

                      HOLDERS LISTS AND REPORTS BY TRUSTEE

            SECTION 701. Company to Furnish Trustee Names and Addresses.

            The Company shall furnish or cause to be furnished to the Trustee:

            (a) semiannually, not more than 10 days after each Regular Record
        Date, a list, in such form as the Trustee may reasonably require, of the
        names and addresses of the Holders as of such Regular Record Date; and

            (b) at such other times as the Trustee may reasonably request in
        writing, within 30 days after receipt by the Company of any such
        request, a list of similar form and content to that in Subsection (a)
        hereof as of a date not more than 15 days prior to the time such list is
        furnished;

provided, however, that if and so long as the Trustee shall be the Note
Registrar, no such list need be furnished.

            SECTION 702. Disclosure of Names and Addresses of Holders.

            Every Holder of Notes, by receiving and holding the same, agrees
with the Company and the Trustee that none of the Company or the Trustee or any
agent of either of them shall be held accountable by reason of the disclosure of
any such information as to the names and addresses of the Holders in accordance
with TIA Section 312, regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of mailing
any material pursuant to a request made under TIA Section 312(b).

            SECTION 703. Reports by Trustee.

            Within 60 days after May 15 of each year commencing with the first
May 15 after the first issuance of Notes, the Trustee shall transmit to the
Holders, in the manner and to the extent provided in TIA Section 313(c), a brief
report dated as of such May 15 if required by TIA Section 313(a).
<PAGE>   67
                                       57

                                  ARTICLE EIGHT

                    MERGER, CONSOLIDATION, OR SALE OF ASSETS

            SECTION 801. Company May Consolidate, Etc., Only on Certain Terms.

            The Company shall not consolidate with or merge with or into any
other Person or, directly or indirectly, convey, transfer or lease its
properties and assets substantially as an entirety to any Person or Persons,
unless:

            (a) either (i) the Company is the surviving corporation or (ii) the
        Person (if other than the Company) formed by such consolidation or into
        which the Company is merged or the Person that acquires by sale,
        assignment, transfer, lease or other disposition the properties and
        assets of the Company substantially as an entirety (the "Surviving
        Entity") (A) is a corporation, partnership or trust organized and
        validly existing under the laws of the United States, any state thereof
        or the District of Columbia and (B) expressly assumes, by a supplemental
        indenture in form satisfactory to the Trustee, all of the Company's
        obligations under this Indenture and the Notes;

            (b) immediately after giving effect to such transaction and treating
        any obligation of the Company or a Restricted Subsidiary in connection
        with or as a result of such transaction as having been incurred at the
        time of such transaction, no Default or Event of Default shall have
        occurred and be continuing;

            (c) immediately after giving effect to such transaction on a pro
        forma basis (on the assumption that the transaction occurred at the
        beginning of the most recently ended four full fiscal quarter period for
        which internal financial statements are available), the Company (or the
        Surviving Entity if the Company is not the continuing obligor under this
        Indenture) could incur at least $1.00 of additional Debt (other than
        Permitted Debt) pursuant to the first paragraph of Section 1009;

            (d) if the Company is not the continuing obligor under this
        Indenture, each Subsidiary Notes Guarantor, unless it is the other party
        to the transaction described above, has by supplemental indenture
        confirmed that its Subsidiary Notes Guarantee applies to the Surviving
        Entity's obligations under this Indenture and the Notes;

            (e) if any of the property or assets of the Company or any of its
        Restricted Subsidiaries would thereupon become subject to any Lien, the
        provisions of Section 1021 are complied with; and

            (f) the Company delivers, or causes 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 complies with the requirements of this Indenture.
<PAGE>   68
                                       58


            SECTION 802. Successor Substituted.

            In the event of any transaction described in and complying with the
conditions listed in Section 801 in which the Company is not the continuing
obligor under this Indenture, the Surviving Entity shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture, and thereafter the Company shall, except in the case of a lease,
be discharged from all its obligations and covenants under this Indenture and
the Notes.


                                  ARTICLE NINE

                     SUPPLEMENTS AND AMENDMENTS TO INDENTURE

            SECTION 901. Supplemental Indentures Without Consent of Holders.

            Without the consent of any Holders, the Company, when authorized by
a Board Resolution, and the Trustee, at any time and from time to time, may
enter into one or more indentures supplemental hereto, in form satisfactory to
the Trustee, for any of the following purposes:

            (1) to evidence the succession of another Person to the Company and
        the assumption by any such successor of the covenants of the Company in
        this Indenture and in the Notes; or

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

            (3) to add additional Events of Default; or

            (4) to provide for uncertificated Notes in addition to or in place
        of the Physical Notes; or

            (5) to evidence and provide for the acceptance of appointment under
        this Indenture by a successor Trustee; or

            (6) to secure the Notes; or

            (7) to cure any ambiguity, to correct or supplement any provision in
        this Indenture that may be defective or inconsistent with any other
        provision in this Indenture, or to make any other provisions with
        respect to matters or questions arising under this Indenture, provided
        that such actions pursuant to this clause do not adversely affect the
        interests of the Holders in any material respect; or
<PAGE>   69
                                       59

            (8) to comply with any requirements of the Commission in order to
        effect and maintain the qualification of this Indenture under the Trust
        Indenture Act.

            SECTION 902. Supplemental Indentures with Consent of Holders.

            With the consent of the Holders of at least a majority in principal
amount of the Outstanding Notes (including consents obtained in connection with
a tender offer or exchange offer for the Notes), by Act of such Holders
delivered to the Company and the Trustee, the Company, when authorized by a
Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders under this Indenture;
provided, however, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Note affected thereby:

            (a) change the Stated Maturity of the principal of, or any
        installment of interest on, any Note, or reduce the principal amount
        thereof or the rate of interest thereon or any premium payable upon the
        redemption thereof, or change the place of payment where, or change the
        coin or currency in which, any Note or any premium or interest thereon
        is payable, or impair the right to institute suit for the enforcement of
        any such payment after the Stated Maturity thereof (or, in the case of
        redemption, on or after the Redemption Date);

            (b) reduce the percentage in principal amount of Outstanding Notes,
        the consent of whose Holders is required for any amendment or for any
        waiver of compliance with certain provisions of, or certain defaults and
        their consequences provided for under, this Indenture;

            (c) modify any of the provisions of this Indenture relating to the
        subordination of the Notes or the Subsidiary Notes Guarantees in a
        manner materially adverse to the Holders; or

            (d) waive a default in the payment of principal of, or premium, if
        any, or interest on the Notes.

            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.

            It shall not be necessary for any Act of Holders under this Section
to approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof.
<PAGE>   70
                                       60

            SECTION 903. Execution of Supplemental Indentures.

            In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and shall be fully protected in relying upon, an Opinion of Counsel stating that
the execution of such supplemental indenture is authorized or permitted by this
Indenture. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustees own rights, duties or
immunities under this Indenture or otherwise.

            SECTION 904. Effect of Supplemental Indentures.

            Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Notes theretofore or thereafter authenticated and delivered hereunder shall
be bound thereby (except as provided in Section 902).

            SECTION 905. Conformity with Trust Indenture Act.

            Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.

            SECTION 906. Reference in Notes to Supplemental Indentures.

            Notes authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Notes so modified as to conform, in the opinion of the Trustee and the
Company, to any such supplemental indenture may be prepared and executed by the
Company and authenticated and delivered by the Trustee in exchange for
Outstanding Notes.

            SECTION 907. Notice of Supplemental Indentures.

            Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of Section 902, the Company
shall give notice thereof to the Holders of each Outstanding Note affected, in
the manner provided for in Section 106, setting forth in general terms the
substance of such supplemental indenture.
<PAGE>   71
                                       61

            SECTION 908. Effect on Senior Debt.

            No supplemental indenture shall adversely affect the rights of any
holders of Senior Debt under Article Fourteen unless the requisite holders of
each issue of Senior Debt affected thereby shall have consented to such
supplemental indenture.


                                   ARTICLE TEN

                                    COVENANTS

            SECTION 1001. Payment of Principal, Premium, if Any, and Interest.

            The Company covenants and agrees for the benefit of the Holders that
it shall duly and punctually pay the principal of (and premium, if any) and
interest on the Notes in accordance with the terms of the Notes and this
Indenture.

            SECTION 1002. Maintenance of Office or Agency.

            The Company shall maintain in The City of New York an office or
agency where Notes may be presented or surrendered for payment, where Notes may
be surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Notes and this Indenture may be
served. The Corporate Trust Office of the Trustee shall be such office or agency
of the Company, unless the Company shall designate and maintain some other
office or agency for one or more of such purposes. The Company shall give prompt
written notice to the Trustee of any change in the location of any such office
or agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

            The Company may also from time to time designate one or more other
offices or agencies (in or outside of The City of New York) where the Notes may
be presented or surrendered for any or all such purposes and may from time to
time rescind any such designation; provided, however, that no such designation
or rescission shall in any manner relieve the Company of its obligation to
maintain an office or agency in The City of New York for such purposes. The
Company shall give prompt written notice to the Trustee of any such designation
or rescission and any change in the location of any such other office or agency.
<PAGE>   72
                                       62

            SECTION 1003. Money for Note Payments to Be Held in Trust.

            If the Company shall at any time act as its own Paying Agent, it
shall, on or before each due date of the principal of (or premium, if any) or
interest on any of the Notes, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum sufficient to pay the principal of (or premium,
if any) or interest so becoming due until such sums shall be paid to such
Persons or otherwise disposed of as herein provided and shall promptly notify
the Trustee of its action or failure to so act.

            Whenever the Company shall have one or more Paying Agents for the
Notes, it shall, on or before each due date of the principal of (or premium, if
any) or interest on any Notes, deposit with a Paying Agent a sum in same day
funds (or New York Clearing House funds if such deposit is made prior to the
date on which such deposit is required to be made) sufficient to pay the
principal (and premium, if any) or interest so becoming due, such sum to be held
in trust for the benefit of the Persons entitled to such principal, premium or
interest, and (unless such Paying Agent is the Trustee) the Company shall
promptly notify the Trustee of such action or any failure to so act.

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

            (1) hold all sums held by it for the payment of the principal of
        (and premium, if any) or interest on Notes in trust for the benefit of
        the Persons entitled thereto until such sums shall be paid to such
        Persons or otherwise disposed of as herein provided;

            (2) give the Trustee notice of any default by the Company (or any
        other obligor upon the Notes) in the making of any payment of principal
        (and premium, if any) or interest; and

            (3) at any time during the continuance of any such default, upon the
        written request of the Trustee, forthwith pay to the Trustee all sums so
        held in trust by such Paying Agent.

            The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such sums.

            Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of (or premium,
if any) or interest on any
<PAGE>   73
                                       63

Note and remaining unclaimed for two years after such principal, premium or
interest has become due and payable shall be paid to the Company on Company
Request, or (if then held by the Company) shall be discharged from such trust;
and the Holder of such Note shall thereafter, as an unsecured general creditor,
look only to the Company for payment thereof, and all liability of the Trustee
or such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment
to the Company, may at the expense of the Company cause to be published once, in
a newspaper published in the English language, customarily published on each
Business Day and of general circulation in the Borough of Manhattan, The City of
New York, 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
publication, any unclaimed balance of such money then remaining shall be repaid
to the Company.

            SECTION 1004. Corporate Existence.

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

            SECTION 1005. Payment of Taxes and Other Claims.

            The Company shall pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (a) all material taxes,
assessments and governmental charges levied or imposed upon the Company or any
Restricted Subsidiary or upon the income, profits or property of the Company or
any Restricted Subsidiary and (b) all lawful claims for labor, materials and
supplies, which, if unpaid, might by law become a material liability or lien
upon the property of the Company or any Restricted Subsidiary; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings and for which appropriate reserves, if necessary (in the good faith
judgment of management of the Company), are being maintained in accordance with
GAAP.
<PAGE>   74
                                       64

            SECTION 1006. Maintenance of Properties.

            The Company shall cause all material properties owned by the Company
or any Restricted Subsidiary or used or held for use in the conduct of its
business or the business of any Restricted Subsidiary to be maintained and kept
in normal condition, repair and working order and shall cause to be made all
necessary repairs, renewals, replacements, betterments and improvements thereof,
all as in the judgment of the Company may be necessary so that the business
carried on in connection therewith may be properly conducted at all times;
provided, however, that nothing in this Section shall prevent the Company or any
of its Restricted Subsidiaries from discontinuing the maintenance of any of such
properties if such discontinuance is, in the judgment of the Company, desirable
in the conduct of its business or the business of any Restricted Subsidiary and
not adverse in any material respect to the Holders.

            SECTION 1007. Insurance.

            To the extent available at commercially reasonable rates, the
Company shall maintain, and shall cause each of its Restricted Subsidiaries to
maintain, insurance with responsible carriers against such risks and in such
amounts, and with such deductibles, retentions, self-insured amounts and
co-insurance provisions, as are customarily carried by similar businesses, of
similar size, including professional and general liability, property and
casualty loss, workers' compensation and interruption of business insurance.

            SECTION 1008. Compliance with Laws.

            The Company shall comply, and shall cause each of its Restricted
Subsidiaries to comply, with all applicable statutes, rules, regulations, orders
and restrictions of the United States of America, all states and municipalities
thereof, and of any governmental regulatory authority, in respect of the conduct
of their respective businesses and the ownership of their respective properties,
except for such noncompliances as would not in the aggregate have a material
adverse effect on the financial condition or results of operations of the
Company and its Subsidiaries, taken as a whole.

            SECTION 1009. Limitation on Debt.

            (a) The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, create, issue, assume, guarantee or in any manner
become directly or indirectly liable for the payment of, or otherwise incur
(collectively, "incur"), any Debt (including Acquired Debt and the issuance of
Disqualified Stock), except that the Company or a Subsidiary Notes Guarantor may
incur Debt or issue Disqualified Stock if, at the time of such event, the
Consolidated Cash Flow Ratio would have been less than 7.0 to 1.0.

            In making the foregoing calculation, pro forma effect shall be given
to: (i) the incurrence of such Debt and (if applicable) the application of the
net proceeds therefrom, including to refinance other Debt, as if such Debt had
been incurred and the application of
<PAGE>   75
                                       65

proceeds therefrom occurred on the first day of the four-fiscal quarter period
used to calculate the Consolidated Cash Flow Ratio, (ii) the incurrence,
repayment or retirement of any other Debt by the Company or any of its
Restricted Subsidiaries since the first day of such four-quarter period as if
such Debt was incurred, repaid or retired at the beginning of such four-quarter
period and (iii) the acquisition (whether by purchase, merger or otherwise) or
disposition (whether by sale, merger or otherwise) of any company, entity or
business acquired or disposed of by the Company or any of its Restricted
Subsidiaries, as the case may be, since the first day of such four-quarter
period, as if such acquisition or disposition occurred at the beginning of such
four-quarter period. In making a computation under the foregoing clause (i) or
(ii), the amount of Debt under a revolving credit facility shall be computed
based upon the average daily balance of such Debt during such four-quarter
period.

            (b) Notwithstanding the foregoing, the Company may, and may, to the
extent expressly permitted below, permit any of its Restricted Subsidiaries to,
incur any of the following Debt ("Permitted Debt"):

            (i) Debt of the Company or any Subsidiary Notes Guarantor under the
        Credit Facility (including guarantees thereof by Subsidiaries) in an
        aggregate principal amount at any one time outstanding not to exceed
        $110,000,000 less any amounts applied to the permanent reduction of such
        Debt pursuant to Section 1012;

            (ii) Debt of the Company or any of its Restricted Subsidiaries
        outstanding on the Closing Date, other than Debt described under clause
        (i) above;

            (iii) Debt owed by the Company to any of its Restricted Subsidiaries
        or owed by any Subsidiary to the Company or a Restricted Subsidiary
        (provided that such Debt is Subordinated Debt and is held by the Company
        or such Restricted Subsidiary) or owed to the Company or a Subsidiary
        Notes Guarantor by a Restricted Subsidiary that is not a Subsidiary
        Notes Guarantor, provided the incurrence of such Debt did not violate
        the provisions of Section 1010;

            (iv) Debt represented by the Notes (other than the Additional Notes)
        and the Subsidiary Notes Guarantees;

            (v) Hedging Obligations of the Company or any of its Restricted
        Subsidiaries incurred in the ordinary course of business;

            (vi) Capitalized Lease Obligations of the Company or any of its
        Restricted Subsidiaries in an aggregate amount not exceeding $3,000,000
        at any one time outstanding;

            (vii) Debt under purchase money mortgages or secured by purchase
        money security interests so long as (x) such Debt is not secured by any
        property or assets of the Company or any of its Restricted Subsidiaries
        other than the property or assets so
<PAGE>   76
                                       66

        acquired and (y) such Debt is created within 60 days of the acquisition
        of the related property; provided that the aggregate principal amount of
        Debt under this clause (vii) does not exceed $2,000,000 at any one time
        outstanding;

            (viii) Debt of the Company or any Subsidiary Notes Guarantor, not
        permitted by any other clause of this definition, in an aggregate
        principal amount not to exceed $5,000,000 at any one time outstanding;

            (ix) Debt of the Company or any of its Restricted Subsidiaries
        consisting of guarantees, indemnities or obligations in respect of
        purchase price adjustments in connection with the acquisition or
        disposition of assets, including, without limitation, shares of Capital
        Stock;

            (x) Acquired Debt of a Person, other than Debt incurred in
        connection with, or in contemplation of, such Person becoming a
        Restricted Subsidiary or the acquisition of assets from such Person, as
        the case may be, provided that the Company on a pro forma basis could
        incur $1.00 of additional Debt (other than Permitted Debt) pursuant to
        the first paragraph of this Section; or

            (xi) any renewals, extensions, substitutions, refinancings or
        replacements (each, for purposes of this clause, a "refinancing") by the
        Company or any Restricted Subsidiary of any outstanding Debt of the
        Company or such Restricted Subsidiary, other than Debt incurred pursuant
        to clause (i), (v), (vi), (vii), (viii) or (ix) of this Section,
        including any successive refinancings thereof, so long as (A) any such
        new Debt is in a principal amount that does not exceed the principal
        amount so refinanced, plus the amount of any premium required to be paid
        in connection with such refinancing pursuant to the terms of the Debt
        refinanced or the amount of any premium reasonably determined by the
        Company as necessary to accomplish such refinancing, plus the amount of
        expenses of the Company incurred in connection with such refinancing,
        (B) in the case of any refinancing of Subordinated Debt, such new Debt
        is made subordinate to the Notes at least to the same extent as the Debt
        being refinanced, (C) in the case of any refinancing of the Notes or any
        Pari Passu Debt, such Debt is Pari Passu Debt or Subordinated Debt and
        (D) such refinancing Debt does not have a Weighted Average Life less
        than the Weighted Average Life of the Debt being refinanced and does not
        have a final scheduled maturity earlier than the final scheduled
        maturity, or permit redemption at the option of the holder earlier than
        the earliest date of redemption at the option of the holder, of the Debt
        being refinanced.

            SECTION 1010. Limitation on Restricted Payments.

            The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, take any of the following actions:
<PAGE>   77
                                       67

            (a) declare or pay any dividend on, or make any distribution to
        holders of, any shares of the Capital Stock of the Company or any of its
        Restricted Subsidiaries other than (i) dividends or distributions
        payable solely in Qualified Equity Interests of the issuer of such
        shares of Capital Stock, (ii) dividends or distributions by a Restricted
        Subsidiary payable to the Company or another Restricted Subsidiary or
        (iii) pro rata dividends or distributions on common stock of a
        Restricted Subsidiary held by minority stockholders, provided that such
        dividends do not in the aggregate exceed the minority stockholders' pro
        rata share of such Restricted Subsidiary's net income from the first day
        of the Company's fiscal quarter during which the Closing Date occurs;

            (b) purchase, redeem or otherwise acquire or retire for value,
        directly or indirectly, any shares of Capital Stock (or any options,
        warrants or other rights to acquire shares of Capital Stock) of (i) the
        Company or any of its Unrestricted Subsidiaries or (ii) any Restricted
        Subsidiary that are held by any Affiliate of the Company (other than, in
        either case, any such Capital Stock owned by the Company or any of its
        Restricted Subsidiaries);

            (c) make any principal payment on, or repurchase, redeem, defease or
        otherwise acquire or retire for value, prior to any scheduled principal
        payment, sinking fund payment or maturity, any Subordinated Debt; and

            (d) make any Investment (other than a Permitted Investment) in any
        Person

(such payments or other actions described in (but not excluded from) clauses (a)
through (d) being referred to as "Restricted Payments"), unless at the time of,
and immediately after giving effect to, the proposed Restricted Payment:

            (i) no Default or Event of Default shall have occurred and be
        continuing,

            (ii) the Company could incur at least $1.00 of additional Debt
        (other than Permitted Debt) pursuant to Section 1009; and

            (iii) the aggregate amount of all Restricted Payments declared or
        made after the Closing Date does not exceed the sum of:

                 (A) the remainder of (x) 100% of the aggregate Consolidated
           Cash Flow for the period beginning on the first day of the Company's
           fiscal quarter during which the Closing Date occurs and ending on the
           last day of the Company's most recent fiscal quarter for which
           internal financial statements are available ending prior to the date
           of such proposed Restricted Payment (the "Computation Period") minus
           (y) the product of 1.4 times the sum of (i) Consolidated Fixed
           Charges for the Computation Period and (ii) all dividends or other
           distributions paid in cash by the Company or any of its Restricted
<PAGE>   78
                                       68

            Subsidiaries on any Disqualified Stock of the Company or any of its
            Restricted Subsidiaries for the Computation Period,

                 (B) the aggregate net proceeds received by the Company after
           the Closing Date (including the fair market value of property other
           than cash as determined by the Company's Board of Directors, whose
           good faith determination shall be conclusive) from the issuance or
           sale (other than to a Subsidiary) of Qualified Equity Interests of
           the Company (excluding from this computation any net proceeds of a
           Public Equity Offering received by the Company that are used by it to
           redeem the Notes, as discussed above),

                 (C) the aggregate net proceeds received by the Company after
           the Closing Date (including the fair market value of property other
           than cash as determined by the Company's Board of Directors, whose
           good faith determination shall be conclusive) from the issuance or
           sale (other than to a Subsidiary) of debt securities or Disqualified
           Stock that have been converted into or exchanged for Qualified Stock
           of the Company, together with the aggregate net cash proceeds
           received by the Company at the time of such conversion or exchange,

                 (D) without duplication, the Net Cash Proceeds received by the
           Company or a Wholly Owned Restricted Subsidiary upon the sale of any
           of its Unrestricted Subsidiaries, and

                 (E) $5,000,000.

            Notwithstanding the foregoing, the Company and any of its Restricted
Subsidiaries may take any of the following actions, as long as (with respect to
clauses (f) and (g) below) no Default or Event of Default shall have occurred
and be continuing or would occur:

            (a) the payment of any dividend within 60 days after the date of
        declaration thereof, if at the declaration date such payment would not
        have been prohibited by the foregoing provision;

            (b) the repurchase, redemption or other acquisition or retirement
        for value of any shares of Capital Stock of the Company, in exchange
        for, or out of the net cash proceeds of a substantially concurrent
        issuance and sale (other than to a Subsidiary) of, Qualified Equity
        Interests of the Company;

            (c) the purchase, redemption, defeasance or other acquisition or
        retirement for value of Subordinated Debt in exchange for, or out of the
        net cash proceeds of a substantially concurrent issuance and sale (other
        than to a Restricted Subsidiary) of shares of, Qualified Stock of the
        Company;
<PAGE>   79
                                       69

            (d) the purchase, redemption, defeasance or other acquisition or
        retirement for value of Subordinated Debt in exchange for, or out of the
        net cash proceeds of a substantially concurrent issuance or sale (other
        than to a Subsidiary) of, Subordinated Debt, so long as the Company or a
        Restricted Subsidiary would be permitted to refinance such original
        Subordinated Debt with such new Subordinated Debt pursuant to clause
        (xi) of the definition of Permitted Debt;

            (e) the repurchase of any Subordinated Debt at a purchase price not
        greater than 101% of the principal amount of such Subordinated Debt in
        the event of a "change of control" in accordance with provisions similar
        to Section 1011; provided that, prior to such repurchase, the Company
        has made the Change of Control Offer as provided in such Section with
        respect to the Notes and has repurchased all Notes validly tendered for
        payment in connection with such Change of Control Offer;

            (f) the payment by the Company to Citadel Communications for the
        purpose of the purchase, redemption, acquisition, cancellation or other
        retirement for value of shares of Capital Stock of Citadel
        Communications, options on any such shares or related stock appreciation
        rights or similar securities held by officers or employees or former
        officers or employees (or their estates or beneficiaries under their
        estates) or by any employee benefit plan, upon death, disability,
        retirement or termination of employment or pursuant to the terms of any
        employee benefit plan or any other agreement under which such shares of
        stock or related rights were issued; provided that the aggregate cash
        consideration paid for such purchase, redemption, acquisition,
        cancellation or other retirement of such shares of Capital Stock after
        the date of the Closing Date does not exceed $1,000,000 in any fiscal
        year;

            (g) loans or advances to officers, directors and employees of
        Citadel Communications, the Company or any of its Restricted
        Subsidiaries made in the ordinary course of business after the Closing
        Date in an aggregate principal amount not to exceed $1,000,000 at any
        one time outstanding; or

            (h) payments to or on behalf of Citadel Communications to pay its
        operating and administrative expenses attributable to the Company,
        including, without limitation, legal and audit expenses, directors'
        fees, fees payable in respect of the trustee and back-up trustees under
        the Voting Trust Agreement, and Commission compliance expenses, in an
        amount not to exceed the greater of $1,000,000 per fiscal year and 1% of
        the net revenues of the Company for the preceding fiscal year.

            The payments described in clauses (b), (c), (e), (f) and (g) of this
paragraph shall be Restricted Payments that shall be permitted to be taken in
accordance with this paragraph but shall reduce the amount that would otherwise
be available for Restricted Payments under the foregoing clause (iii), and the
payments described in clauses (a), (d) and (h) of this paragraph shall be
Restricted Payments that shall be permitted to be taken in accordance with this
<PAGE>   80
                                       70

paragraph and shall not reduce the amount that would otherwise be available for
Restricted Payments under the foregoing clause (iii).

            For the purpose of making any calculations under this Indenture (i)
if a Restricted Subsidiary is designated an Unrestricted Subsidiary, the Company
shall be deemed to have made an Investment in an amount equal to the fair market
value of the net assets of such Restricted Subsidiary at the time of such
designation as determined by the Board of Directors of the Company, whose good
faith determination shall be conclusive, (ii) any property transferred to or
from an Unrestricted Subsidiary shall be valued at fair market value at the time
of such transfer, as determined by the Board of Directors of the Company, whose
good faith determination shall be conclusive and (iii) subject to the foregoing,
the amount of any Restricted Payment, if other than cash, shall be determined by
the Board of Directors of the Company, whose good faith determination shall be
conclusive.

            If the aggregate amount of all Restricted Payments calculated under
the foregoing provision includes an Investment in an Unrestricted Subsidiary or
other Person that thereafter becomes a Restricted Subsidiary, such Investment
shall no longer be counted as a Restricted Payment for purposes of calculating
the aggregate amount of Restricted Payments.

            If an Investment resulted in the making of a Restricted Payment, the
aggregate amount of all Restricted Payments calculated under the foregoing
provision shall be reduced by the amount of any net reduction in such Investment
(resulting from the payment of interest or dividends, loan repayment, transfer
of assets or otherwise), to the extent such net reduction is not included in
Consolidated Adjusted Net Income; provided that the total amount by which the
aggregate amount of all Restricted Payments may be reduced may not exceed the
lesser of (x) the cash proceeds received by the Company and any of its
Restricted Subsidiaries in connection with such net reduction and (y) the
initial amount of such Investment.

            In computing Consolidated Adjusted Net Income for purposes of the
foregoing clause (iii)(A), (i) the Company may use audited financial statements
for the portions of the relevant period for which audited financial statements
are available on the date of determination and unaudited financial statements
and other current financial data based on the books and records of the Company
for the remaining portion of such period and (ii) the Company shall be permitted
to rely in good faith on the financial statements and other financial data
derived from the books and records of the Company that are available on the date
of determination. If the Company makes a Restricted Payment that, at the time of
the making of such Restricted Payment, would in the good faith determination of
the Company be permitted under the requirements of this Indenture, such
Restricted Payment shall be deemed to have been made in compliance with this
Indenture notwithstanding any subsequent adjustments made in good faith to the
Company's financial statements affecting Consolidated Adjusted Net Income of the
Company for any period.
<PAGE>   81
                                       71

            SECTION 1011. Purchase of Notes upon a Change of Control.

            Upon the occurrence of a Change of Control, each Holder shall have
the right to require the repurchase of its Notes by the Company, in whole or in
part in integral multiples of $1,000, in cash pursuant to the offer described
below (the "Change of Control Offer") at a purchase price equal to 101% of the
principal amount thereof as of the Change of Control Purchase Date, plus accrued
and unpaid interest to such date (the "Change of Control Payment").

            Within 30 days following any Change of Control, the Company shall
notify the Trustee thereof and give written notice of such Change of Control to
each Holder of Notes by first-class mail, postage prepaid, at its address
appearing in the Note Register, stating:

            (i) that a Change of Control has occurred, that the Change of
        Control Offer is being made pursuant to this Section 1011 and that all
        Notes validly tendered shall be accepted for payment;

            (ii) the purchase price and the purchase date, which shall be a
        Business Day no earlier than 30 days nor later than 60 days from the
        date such notice is mailed or such later date as is necessary to comply
        with requirements under the Exchange Act (the "Change of Control
        Purchase Date");

            (iii) that any Note not tendered shall continue to accrue interest;

            (iv) that, unless the Company defaults in the payment of the Change
        of Control Payment, any Notes accepted for payment pursuant to the
        Change of Control Offer shall cease to accrue interest after the Change
        of Control Purchase Date;

            (v) that a Holder electing to have any Note or a portion thereof
        purchased pursuant to the Change of Control Offer shall be required to
        surrender such Note to the Paying Agent at the address specified in the
        notice prior to the close of business on the Business Day immediately
        preceding the Change of Control Purchase Date;

            (vi) that the Holders shall be entitled to withdraw their election
        if the Paying Agent receives, not later than the close of business on
        the third Business Day immediately preceding the Change in Control
        Purchase Date, facsimile transmission, telex or letter setting forth the
        name of such Holder, the principal amount of Notes delivered for
        purchase and a statement that such Holder is withdrawing its election to
        have such Notes purchased;

            (vii) that the Holders whose Notes are being purchased only in part
        shall be issued new Notes equal in principal amount to the unpurchased
        portion of the Notes surrendered; provided that each Note purchased and
        each new Note issued shall be in a principal amount of $1,000 or an
        integral multiple thereof; and
<PAGE>   82
                                       72


            (viii) certain other procedures that a Holder must follow to accept
        a Change of Control Offer or to withdraw such acceptance.

            On the Change of Control Purchase Date, the Company shall: (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 accepted; and (iii) deliver,
or cause to be delivered, to the Trustee, all Notes or portions thereof so
accepted together with an Officers' Certificate specifying the Notes or portions
thereof accepted for payment by the Company. The Paying Agent shall promptly
mail to the Holders of Notes so accepted payment in an amount equal to the
purchase price, and the Trustee shall promptly authenticate and mail to such
Holders a new Note equal in principal amount to any unpurchased portion of the
Notes surrendered; provided that each Note purchased and each new Note issued
shall be in a principal amount of $1,000 or an integral multiple thereof.

            The Company shall comply with the applicable tender offer rules
including Rule 14e-1 under the Exchange Act, and any other applicable securities
laws and regulations to the extent such laws and regulations are applicable in
the event that a Change of Control occurs and the Company is required to
repurchase the Notes under this Section 1011.

            The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, create any restriction (other than restrictions existing under
Debt as in effect on the Closing Date or in any renewals, extensions,
substitutions refinancings or replacements of such Debt that would materially
impair the ability of the Company to make a Change of Control Offer to purchase
the Notes or, if such Change of Control Offer is made, to pay for the Notes
tendered for purchase.

            To the extent that the provisions of any securities laws or
regulations conflict with the provisions of this Section 1011, the Company shall
comply with the applicable securities laws and regulations and shall not be
deemed to have breached its obligations under this Indenture.

            SECTION 1012. Limitation on Certain Asset Sales.

            (a) The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, engage in any Asset Sale unless (i) the
consideration received by the Company or such Restricted Subsidiary for such
Asset Sale is not less than the fair market value of the assets sold (as
determined by the Board of Directors of the Company, whose good faith
determination shall be conclusive) and (ii) the consideration received by the
Company or the relevant Restricted Subsidiary in respect of such Asset Sale
consists of at least 80% (A) cash or cash equivalents and/or (B) the assumption
by the transferee of Debt of the Company or a Restricted Subsidiary ranked
senior to or pari passu with the Notes and release of the Company or such
Restricted Subsidiary from all liability on such Debt.
<PAGE>   83
                                       73

            (b) If the Company or any of its Restricted Subsidiaries engages in
an Asset Sale, the Company may, at its option, within 12 months after such Asset
Sale, (i) apply all or a portion of the Net Cash Proceeds to the permanent
reduction of amounts outstanding under the Credit Facility or to the repayment
of other Senior Debt of the Company or a Subsidiary Notes Guarantor or (ii)
invest (or enter into one or more legally binding agreements to invest) all or a
portion of such Net Cash Proceeds in properties and assets to replace the
properties and assets that were the subject of the Asset Sale or in properties
and assets that shall be used in the broadcast business or businesses reasonably
related thereto. If any such legally binding agreement to invest such Net Cash
Proceeds is terminated, the Company may, within 90 days of such termination or
within 12 months of such Asset Sale, whichever is later, invest such Net Cash
Proceeds as provided in clause (i) or (ii) (without regard to the parenthetical
contained in such clause (ii)) above. The amount of such Net Cash Proceeds not
so used as set forth above in this paragraph (b) constitutes "Excess Proceeds."

            (c) When the aggregate amount of Excess Proceeds exceeds $5,000,000,
the Company shall make an offer to all Holders of Notes (an "Asset Sale Offer")
to purchase, on a pro rata basis, the maximum principal amount of Notes, that is
an integral multiple of $1,000, that may be purchased with the Excess Proceeds,
at a purchase price in cash equal to 100% of the principal amount thereof, plus
accrued and unpaid interest, if any, to the date fixed for the closing of such
offer (the "Offered Price"). Within 30 days after the date on which the
aggregate amount of Excess Proceeds exceeds $5,000,000, the Company shall give
to each Holder of the Notes, with a copy to the Trustee, in the manner provided
in Section 106 a notice stating:

            (i) that the Holder has the right to require the Company to
        repurchase such Holder's Notes at the Offered Price, subject to
        proration in the event the Excess Proceeds are less than the aggregate
        Offered Price of all Notes tendered;

            (ii) the date of purchase of Notes pursuant to the Asset Sale Offer
        (the "Asset Sale Purchase Date"), which shall be no earlier than 30 days
        nor later than 60 days from the date such notice is mailed;

            (iii) that the Offered Price shall be paid to Holders electing to
        have Notes purchased on the asset Sale Purchase Date, provided that a
        Holder must surrender its Note to the Paying Agent at the address
        specified in the notice prior to the close of business at least five
        Business Days prior to the Asset Sale Purchase Date;

            (iv) any Note not tendered shall continue to accrue interest
        pursuant to its terms;

            (v) that unless the Company defaults in the payment of the Offered
        Price, any Note accepted for payment pursuant to the Asset Sale Offer
        shall cease to accrue interest on and after the Asset Sale Purchase
        Date;
<PAGE>   84
                                       74

            (vi) that Holders shall be entitled to withdraw their tendered Notes
        and their election to require the Company to purchase such Notes,
        provided that the Company receives, not later than the close of business
        on the third Business Day preceding the Asset Sale Purchase Date, a
        telegram, telex, facsimile transmission or letter setting forth the name
        of the Holder, the principal amount and serial numbers of the Notes
        tendered for purchase, and a statement that such Holder is withdrawing
        its election to have such Notes purchased;

            (vii) that the Holders whose Notes are being purchased only in part
        shall be issued new Notes equal in principal amount to the unpurchased
        portion of the Notes surrendered; which unpurchased portion must be
        equal to $1,000 in principal amount or an integral multiple thereof; and

            (viii) the instructions a Holder must follow in order to have his
        Notes purchased in accordance with this Section 1012.

            To the extent that the aggregate amount of Notes tendered pursuant
to an Asset Sale Offer is less than the Excess Proceeds, the Company may use the
deficiency for general corporate purposes. If the aggregate principal amount of
Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the
Notes to be purchased shall be selected on a pro rata basis. Upon completion of
any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

            The Company shall comply with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the provisions of
this Section 1012, the Company shall comply with the applicable securities laws
and regulations and shall not be deemed to have breached its obligations under
this Indenture.

            SECTION 1013. Limitation on Asset Swaps.

            The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, engage in any Asset Swap, unless:

            (a) at the time of entering into the Asset Swap and immediately
        after giving effect to the proposed Asset Swap, no Default or Event of
        Default shall have occurred and be continuing or would occur as a
        consequence thereof;

            (b) the Company would, at the time of entering into the Asset Swap
        and after giving pro forma effect to the proposed Asset Swap, as if such
        Asset Swap had occurred at the beginning of the applicable four-quarter
        period, have been permitted to incur at least $1.00 of additional Debt
        (other than Permitted Debt) pursuant to the first paragraph of Section
        1009;
<PAGE>   85
                                       75

            (c) the respective aggregate fair market values of the assets being
        purchased and sold by the Company or any of its Restricted Subsidiaries
        are substantially the same at the time of entering into the Asset Swap
        (or any difference in such aggregate fair market value is substantially
        compensated for by an equalizing (i) payment of cash, (ii) assumption of
        liabilities or (iii) taking of assets subject to liabilities); and

            (d) at the time of the consummation of the first to occur of the
        relinquishment or the replacement of assets constituting part of the
        proposed Asset Swap, the percentage of any decline in the fair market
        value of the asset or assets being acquired by the Company and its
        Restricted Subsidiaries shall not be significantly greater than the
        percentage of any decline in the fair market value of the assets being
        disposed of the Company, calculated from the time the last agreement
        constituting part of the Asset Swap was entered into.

            SECTION 1014. Limitation on Transactions with Affiliates.

            The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, enter into or suffer to exist any
transaction with, or for the benefit of, any Affiliate of the Company unless:

            (a) such transaction is on terms that are no less favorable to the
        Company or such Restricted Subsidiary, as the case may be, than those
        that could have been obtained in an arm's length transaction with third
        parties who are not Affiliates; and

            (b) either (i) with respect to any transaction or series of
        transactions involving aggregate payments in excess of $1,000,000, but
        less than $5,000,000, the Company delivers an Officers' Certificate to
        the Trustee certifying that such transaction or transactions comply with
        clause (a) above or (ii) with respect to a transaction or series of
        transactions involving aggregate payments equal to or greater than
        $5,000,000, such transaction or transactions have been approved by the
        Board of Directors (including a majority of the Disinterested Directors)
        of the Company or the Company has obtained a written opinion from a
        nationally recognized investment banking firm to the effect that such
        transaction or transactions are fair to the Company or such Restricted
        Subsidiary from a financial point of view.

            The foregoing provisions shall not restrict any of the following:

                 (A) Transactions among the Company and/or any of its Restricted
           Subsidiaries.

                 (B) The Company from paying reasonable and customary regular
           compensation, fees, indemnification and similar arrangements and
           payments thereunder to directors of the Company or any of its
           Restricted Subsidiaries who are not employees of the Company or any
           of its Restricted Subsidiaries.
<PAGE>   86
                                       76


                 (C) Employment agreements or compensation or employee benefits
           arrangements with any officer, director or employee of the Company or
           its Restricted Subsidiaries entered into in the ordinary course of
           business (including customary benefits thereunder) (it being
           understood that benefits of the nature in place as of the Closing
           Date shall be deemed permissible hereunder).

                 (D) The performance of the Company's obligations under (a) that
           certain lease agreement effective December 29, 1995 with Wilson
           Aviation, L.L.C. relating to the lease of an airplane, (b) that
           certain agreement not to compete dated December 31, 1996 with DVS
           Management, Inc. and (c) that certain Voting Trust Agreement dated
           March 17, 1997 among Citadel Communications, ABRY Broadcast Partners
           II, L.P., ABRY/Citadel Investment Partners, L.P. and others and the
           related letter agreement dated March 17, 1997 among Citadel
           Communications, ABRY Broadcast Partners II, L.P., ABRY/Citadel
           Investment Partners, L.P. and others (the "Affiliate Agreements");
           provided that any amendments or modifications to the terms of the
           Affiliate Agreements (1) are no less favorable to the Company than
           those that could have been obtained in an arm's length transaction
           with third parties who are not Affiliates and (2) are approved by the
           Board of Directors (including a majority of the Disinterested
           Directors) of the Company.

                 (E) The Company from making payments to Citadel Communications
           to pay its operating and administrative expenses attributable to the
           Company including, without limitation, legal and audit expenses,
           directors' fees and Commission compliance expenses, in an amount not
           to exceed the greater of $1,000,000 per fiscal year and 1% of the net
           revenues of the Company for the preceding fiscal year.

                 (F) The Company or a Restricted Subsidiary from transferring up
           to $500,000 of properties and assets, including cash, to a joint
           venture in which the Company or a Restricted Subsidiary has an equity
           interest and in which one or more directors or officers of the
           Company or Citadel Communications has an equity interest, which joint
           venture is engaged in the Internet service provider business.

            SECTION 1015. Limitation on Dividends and Other Payment Restrictions
Affecting Restricted Subsidiaries.

            The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any consensual encumbrance or restriction of any kind
on the ability of any of its Restricted Subsidiaries to (a) pay dividends, in
cash or otherwise, or make any other distributions on or in respect of its
Capital Stock, (b) pay any Debt owed to the Company or any other Restricted
Subsidiary, (c) make loans or advances to the Company or any other Restricted
Subsidiary or
<PAGE>   87
                                       77

(d) transfer any of its properties or assets to the Company or any other
Restricted Subsidiary, except for such encumbrances or restrictions existing
under or by reason of any of the following:

            (i) the Credit Facility and any agreement in effect on the Closing
        Date and listed on a schedule attached to this Indenture.

            (ii) customary non-assignment provisions of any lease governing a
        leasehold interest of the Company or any of its Restricted Subsidiaries.

            (iii) the refinancing or successive refinancings of Debt referred to
        in clause (i) or (iv), so long as such encumbrances or restrictions are
        no less favorable to the Company or any of its Restricted Subsidiaries
        than those contained in such original agreement.

            (iv) any agreement or other instrument of a Person acquired by the
        Company or any of its Restricted Subsidiaries in existence at the time
        of such acquisition (but not created in contemplation thereof), which
        encumbrance or restriction is not applicable to any Person, or the
        properties or assets of any Person, other than the Person, or the
        property or assets of the Person, so acquired.

            (v) any agreement providing for the incurrence of Debt by a
        Restricted Subsidiary in compliance with Section 1009 provided that such
        Restricted Subsidiary becomes a Subsidiary Notes Guarantor.

            SECTION 1016. Limitation on Issuances and Sales of Capital Stock of
Restricted Subsidiaries.

            The Company shall not sell, and shall not permit any of its
Restricted Subsidiaries, directly or indirectly, to issue or sell, any shares of
Capital Stock of a Restricted Subsidiary (including options, warrants or other
rights to purchase shares of such Capital Stock) except (i) to the Company or a
Wholly Owned Restricted Subsidiary, (ii) issuances or sales to foreign nationals
of shares of Capital Stock of foreign Restricted Subsidiaries, to the extent
required by applicable law, or issuances or sales to directors of directors'
qualifying shares, (iii) if, immediately after giving effect to such issuance or
sale, neither the Company nor any Subsidiary owns any shares of Capital Stock of
such Restricted Subsidiary (including options, warrants or other rights to
purchase shares of such Capital Stock) or (iv) if, immediately after giving
effect to such issuance or sale, such Restricted Subsidiary would no longer
constitute a Restricted Subsidiary and any Investment in such Person remaining
after giving effect to such issuance or sale would have been permitted to be
made under Section 1010 if made on the date of such issuance or sale.

            In addition, the Company shall not, and shall not permit any of its
Restricted Subsidiaries to, sell, transfer or otherwise dispose of any of its
properties or assets to an Unrestricted Subsidiary other than in the ordinary
course of business.
<PAGE>   88
                                       78


            SECTION 1017. Limitation on Unrestricted Subsidiaries.

            (a) The Board of Directors of the Company may designate any
Subsidiary (including any newly acquired or newly formed Subsidiary) to be an
Unrestricted Subsidiary so long as (i) neither the Company nor any of its
Restricted Subsidiaries is directly or indirectly liable for any Debt of such
Subsidiary, (ii) no default with respect to any Debt of such Subsidiary would
permit (upon notice, lapse of time or otherwise) any holder of any other Debt of
the Company or any of its Restricted Subsidiaries to declare a default on such
other Debt or cause the payment thereof to be accelerated or payable prior to
its stated maturity, (iii) any Investment in such Subsidiary made as a result of
designating such Subsidiary an Unrestricted Subsidiary shall not violate Section
1010, (iv) neither the Company nor any of its Restricted Subsidiaries has a
contract, agreement, arrangement, understanding or obligation of any kind,
whether written or oral, with such Subsidiary other than those that might be
obtained at the time from Persons who are not Affiliates of the Company and (v)
neither the Company nor any Restricted Subsidiary has any obligation to
subscribe for additional shares of Capital Stock or other equity interest in
such Subsidiary, or to maintain or preserve such Subsidiary's financial
condition or to cause such Subsidiary to achieve certain levels of operating
results. Notwithstanding the foregoing, the Company may not designate the
License Subsidiary, or any Subsidiary to which any properties or assets (other
than current assets) owned by the Company or the License Subsidiary on the
Closing Date have been transferred, as an Unrestricted Subsidiary.

            (b) The Board of Directors of the Company may designate any of its
Unrestricted Subsidiaries as a Restricted Subsidiary; provided that such
designation shall be deemed to be an incurrence of Debt by a Restricted
Subsidiary of any outstanding Debt of such Unrestricted Subsidiary and such
designation shall only be permitted if (i) such Debt is permitted under Section
1009 and (ii) no Default or Event of Default shall have occurred and be
continuing following such designation.

            SECTION 1018. Limitation on Other Senior Subordinated Debt.

            The Company and each Subsidiary Notes Guarantor shall not, directly
or indirectly, incur or otherwise permit to exist any Debt that is subordinate
in right of payment to any Debt of the Company or such Subsidiary Notes
Guarantor, as the case may be, unless such Debt is also pari passu with the
Notes or the Subsidiary Notes Guarantee of the Notes by such Subsidiary Notes
Guarantor, as the case may be, or subordinate in right of payment to the Notes
or such Subsidiary Notes Guarantee of the Notes, as the case may be, to at least
the same extent as the Notes or such Subsidiary Notes Guarantee are subordinate
in right of payment to Senior Debt or all senior debt of the Subsidiary Notes
Guarantors, as the case may be, as set forth in this Indenture.
<PAGE>   89
                                       79

            SECTION 1019. Subsidiary Notes Guarantees.

            The Subsidiary Notes Guarantors shall, jointly and severally,
unconditionally guarantee the due and punctual payment of the principal of,
premium, if any, and interest on the Notes on a senior subordinated basis
pursuant to the Subsidiary Notes Guarantees as described in Article Thirteen.
The Subsidiary Notes Guarantors may be released from their obligations under the
Subsidiary Notes Guarantees as described in Article Twelve and a Subsidiary
Notes Guarantor may be released from its obligations under its Subsidiary Notes
Guarantee as described in Article Thirteen.

            The Company shall (i) cause each Person that, after the Closing
Date, becomes a Wholly Owned Restricted Subsidiary of the Company, as well as
each other Restricted Subsidiary that guarantees any other Debt of the Company,
to execute and deliver a supplemental indenture and thereby become a Subsidiary
Notes Guarantor bound by the Subsidiary Notes Guarantee of the Notes in the form
set forth in this Indenture (without such Subsidiary Notes Guarantor being
required to execute and deliver its Subsidiary Notes Guarantee endorsed on the
Notes) and (ii) deliver to the Trustee an Opinion of Counsel, in form and
substance reasonably satisfactory to the Trustee, that the Subsidiary Notes
Guarantee of such Subsidiary Notes Guarantor is a valid and legally binding
obligation of such Subsidiary Notes Guarantor.

            SECTION 1020. Limitation on Guarantees of Debt by Restricted
Subsidiaries.

            The Company shall not permit any of its Restricted Subsidiaries that
is not a Subsidiary Notes Guarantor, directly or indirectly, to guarantee,
assume or in any other manner become liable for the payment of any Debt of the
Company or any Debt of any other Restricted Subsidiary, unless (a) such
Restricted Subsidiary simultaneously executes and delivers a Subsidiary Notes
Guarantee and (b) with respect to any guarantee of Subordinated Debt by a
Restricted Subsidiary, any such guarantee is subordinated to such Restricted
Subsidiary's Subsidiary Notes Guarantee at least to the same extent as such
Subordinated Debt is subordinated to the Notes, provided that the foregoing
provision shall not be applicable to any guarantee by any such Restricted
Subsidiary that existed at the time such Person became a Restricted Subsidiary
and was not incurred in connection with, or in contemplation of, such Person
becoming a Restricted Subsidiary.

            SECTION 1021. Limitation on Liens.

            The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, create, incur, affirm or suffer to exist any Lien of any kind
securing any Pari Passu Debt or Subordinated Debt (including any assumption,
guarantee or other liability with respect thereto by any Restricted Subsidiary)
upon any property or assets (including any intercompany notes) of the Company or
any of its Restricted Subsidiaries now owned or acquired after the Closing Date,
or any income or profits therefrom, unless the Notes are directly secured
equally and ratably with (or prior to in the case of Subordinated Debt) the
obligation or liability secured by such Lien; provided that the foregoing shall
not apply to Liens securing Debt of a Person
<PAGE>   90
                                       80

acquired by the Company or any of its Restricted Subsidiaries in existence at
the time of such acquisition (but not created in contemplation thereof), which
Lien is not applicable to any Person, or the properties or assets of any Person,
other than the Person, or the property or assets of the Person, so acquired.

            SECTION 1022. Commission Reports and Reports to Holders.

            At all times from and after the earlier of (i) the date of the
commencement of the Exchange Offer or the effectiveness of the Notes Shelf
Registration Statement (the "Registration") and (ii) the date 180 days after the
Closing Date, in either case, whether or not the Company is then required to
file reports with the Commission, the Company shall file with the Commission all
such reports and other information as it would be required to file with the
Commission by Section 13(a) or 15(d) under the Exchange Act if it were subject
thereto. The Company shall supply the Trustee and each Holder, or shall supply
to the Trustee for forwarding to each such Holder, without cost to such Holder,
copies of such reports and other information. In addition, at all times prior to
the earlier of the date of the Registration and the date 180 days after the
Closing Date, the Company shall, at its cost, deliver to each Holder of the
Notes quarterly and annual reports substantially equivalent to those that would
be required by the Exchange Act. In addition, at all times prior to the
Registration, upon the request of any Holder or any prospective purchaser of the
Notes designated by a Holder, the Company shall supply to such Holder or such
prospective purchaser the information required under Rule 144A under the
Securities 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.

            SECTION 1023. Statement as to Compliance.

            (a) The Company shall deliver to the Trustee, within 120 days after
the end of each fiscal year, commencing with the fiscal year ending December 31,
1998, an Officers' Certificate stating that a review of the activities of the
Company and its Subsidiaries during the preceding fiscal year has been made
under the supervision of the signing officers with a view to determining whether
it has kept, observed, performed and fulfilled, and has caused each of its
Subsidiaries to keep, observe, perform and fulfill, its obligations under this
Indenture and further stating, as to each such officer signing such certificate,
that, to the best of his or her knowledge, the Company during such preceding
fiscal year has kept, observed, performed and fulfilled, and has caused each of
its Subsidiaries to keep, observe, perform and fulfill, each and every such
covenant contained in this Indenture and no Default or Event of Default occurred
during such year and at the date of such certificate there is no Default or
Event of Default which shall have occurred and be continuing or, if such signers
do know of such Default or Event of Default, the certificate shall describe its
status, with particularity and that, to the best of his or
<PAGE>   91
                                       81

her knowledge, no event has occurred and remains by reason of which payments on
the 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 purposes to take with respect thereto. The Officers' Certificate
shall also notify the Trustee should the Company elect to change the manner in
which it fixes its fiscal year end. For purposes of this Section 1023(a), such
compliance shall be determined without regard to any period of grace or
requirement of notice under this Indenture.

            (b) When any Default shall have occurred and be continuing under
this Indenture, or if the trustee for or the holder of any other evidence of
Debt of the Company or any Subsidiary gives any notice or takes any other action
with respect to a claimed default (other than with respect to Debt in the
principal amount of less than $10 million), the Company shall deliver to the
Trustee by registered or certified mail or facsimile transmission an Officers'
Certificate specifying such event, notice or other action within five days of
any officer of the Company having knowledge of any Default.

            SECTION 1024. Delivery of Certain Information.

            If specified as contemplated by Section 301 with respect to a series
of Notes, at any time when the Company is not subject to Section 13 or 15(d) of
the Exchange Act, upon the request of a Holder, the Company will promptly
furnish or cause to be furnished Rule 144A Information (as defined below) to
such Holder or to a prospective purchaser of such Notes designated by such
Holder in connection with the resale of such Notes by such Holder. "Rule 144A
Information" shall mean such information as is specified pursuant to Rule
144A(d)(4) under the Securities Act as in effect on the date hereof.


                                 ARTICLE ELEVEN

                               REDEMPTION OF NOTES

            SECTION 1101. Redemption.

            The Notes may or shall, as the case may be, be redeemed, as a whole
or from time to time in part, subject to the conditions and at the Redemption
Prices specified in the form of Note, together with accrued interest to the
Redemption Date.

            SECTION 1102. Applicability of Article.

            Redemption of Notes at the election of the Company or otherwise, as
permitted or required by any provision of this Indenture, shall be made in
accordance with such provision and this Article.
<PAGE>   92
                                       82

            SECTION 1103. Election to Redeem; Notice to Trustee.

            The election of the Company to redeem any Notes pursuant to Section
1101 shall be evidenced by a Board Resolution. In case of any redemption at the
election of the Company, the Company shall, at least 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Notes to be redeemed and shall deliver to the Trustee
such documentation and records as shall enable the Trustee to select the Notes
to be redeemed pursuant to Section 1104.

            SECTION 1104. Selection by Trustee of Notes to Be Redeemed.

            If less than all the Notes are to be redeemed, the particular Notes
to be redeemed shall be selected not more than 60 days prior to the Redemption
Date by the Trustee, from the Outstanding Notes not previously called for
redemption, in compliance with the requirements of the principal national
securities exchange, if any, on which such Notes are listed, or, if such Notes
are not so listed, on a pro rata basis, by lot or by such other method as the
Trustee shall deem fair and appropriate (and in such manner as complies with
applicable legal requirements) and which may provide for the selection for
redemption of portions of the principal of Notes; provided, however, that no
such partial redemption shall reduce the portion of the principal amount of a
Note not redeemed to less than $1,000.

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

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

            SECTION 1105. Notice of Redemption.

            Notice of redemption shall be given in the manner provided for in
Section 106 not less than 30 nor more than 60 days prior to the Redemption Date,
to each Holder of Notes to be redeemed. The Trustee shall give notice of
redemption in the Company's name and at the Company's expense; provided,
however, that the Company shall deliver to the Trustee, at least 45 days prior
to the Redemption Date (unless a shorter notice shall be satisfactory to the
Trustee), an Officers' Certificate requesting that the Trustee give such notice
and setting forth the information to be stated in such notice as provided in the
following items.
<PAGE>   93
                                       83

            All notices of redemption shall state:

            (a) the Redemption Date;

            (b) the Redemption Price and the amount of accrued interest to the
        Redemption Date payable as provided in Section 1107, if any;

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

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

            (e) that on the Redemption Date the Redemption Price (and accrued
        interest, if any, to the Redemption Date payable as provided in Section
        1107) shall become due and payable upon each such Note, or the portion
        thereof, to be redeemed, and, unless the Company defaults in making the
        redemption payment, that interest on Notes called for redemption (or the
        portion thereof) shall cease to accrue on and after said date;

            (f) the place or places where such Notes are to be surrendered for
        payment of the Redemption Price and accrued interest, if any;

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

            (h) that Notes called for redemption must be surrendered to the
        Paying Agent to collect the Redemption Price;

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

            (j) the paragraph of the Notes pursuant to which the Notes are to be
        redeemed.

            SECTION 1106. Deposit of Redemption Price.

            Prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of
money sufficient to pay the Redemption Price of, and accrued interest on, all
the Notes which are to be redeemed on that date.
<PAGE>   94
                                       84


            SECTION 1107. Notes Payable on Redemption Date.

            Notice of redemption having been given as aforesaid, the Notes so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified (together with accrued interest, if any, to
the Redemption Date), and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such Notes
shall cease to bear interest. Upon surrender of any such Note for redemption in
accordance with said notice, such Note shall be paid by the Company at the
Redemption Price, together with accrued interest, if any, to the Redemption
Date; provided, however, that installments of interest whose Stated Maturity is
on or prior to the Redemption Date shall be payable to the Holders of such
Notes, or one or more Predecessor Notes, registered as such at the close of
business on the relevant Regular Record Date or Special Record Date, as the case
may be, according to their terms and the provisions of Section 310.

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

            SECTION 1108. Notes Redeemed in Part.

            Any Note which is to be redeemed only in part (pursuant to the
provisions of this Article) shall be surrendered at the office or agency of the
Company maintained for such purpose pursuant to Section 1002 (with, if the
Company or the Trustee so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or such Holders attorney duly authorized in writing), and
the Company shall execute, and the Trustee shall authenticate and deliver to the
Holder of such Note without service charge, a new Note or Notes, of any
authorized denomination as requested by such Holder, in an aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Note so surrendered, provided, that each such new Note shall be in a
principal amount of $1,000 or integral multiple thereof.


                                 ARTICLE TWELVE

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

            SECTION 1201. Company's Option to Effect Legal Defeasance or
Covenant Defeasance.

            The Company and the Subsidiary Notes Guarantors may, at their option
by Board Resolution, at any time, with respect to the Notes, elect to have
either Section 1202 or Section 1203 be applied to all Outstanding Notes upon
compliance with the conditions set forth below in this Article Twelve.
<PAGE>   95
                                       85

            SECTION 1202. Legal Defeasance and Discharge.

            Upon the Company's exercise under Section 1201 of the option
applicable to this Section 1202, the Company and any Subsidiary Notes Guarantor
shall be deemed to have been discharged from their obligations with respect to
all Outstanding Notes on the date the conditions set forth in Section 1204 are
satisfied (hereinafter, "Legal Defeasance"). For this purpose, such Legal
Defeasance means that the Company and any such Guarantor shall be deemed to have
paid and discharged the entire Debt represented by the Outstanding Notes, which
shall thereafter be deemed to be "Outstanding" only for the purposes of Section
1205 and the other Sections of this Indenture referred to in (A) and (B) below,
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 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 payments in
respect of the principal of (and premium, if any, on) and interest on such Notes
when such payments are due, (B) the Company's obligations to issue temporary
Notes, register the transfer or exchange of any Notes, replace mutilated,
destroyed, lost or stolen Notes, maintain an office or agency for payments in
respect of the Notes and segregate and hold such payments in trust, (C) the
rights, powers, trusts, duties and immunities of the Trustee and (D) the
defeasance provisions of this Indenture.

            Subject to compliance with this Article Twelve, the Company may
exercise its option under this Section 1202 notwithstanding the prior exercise
of its option under Section 1203 with respect to the Notes.

            SECTION 1203. Covenant Defeasance.

            Upon the Company's exercise under Section 1201 of the option
applicable to this Section 1203, the Company shall be released from its
obligations under any covenant contained in Section 801 and in Sections 1006
through 1022 with respect to the Outstanding Notes on and after the date the
conditions set forth below are satisfied (hereinafter, "Covenant Defeasance"),
and the Notes shall thereafter be deemed not to be "Outstanding" for the
purposes of any direction, waiver, consent or declaration or Act of Holders (and
the consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "Outstanding" for all other purposes hereunder (it being
understood that such Notes shall not be outstanding for accounting purposes).
For this purpose, such Covenant Defeasance means that, with respect to the
Outstanding Notes, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under Section
501(d), but, except as specified above, the remainder of this Indenture and such
Notes shall be unaffected thereby.
<PAGE>   96
                                       86

            SECTION 1204. Conditions to Legal Defeasance or Covenant Defeasance.

            The following shall be the conditions to application of either
Section 1202 or Section 1203 to the Outstanding Notes:

            (a) the Company must irrevocably deposit or cause to be deposited
        with the Trustee, as trust funds in trust, specifically pledged as
        security for, and dedicated solely to, the benefit of the Holders of the
        Notes, money in an amount, or U.S. Government Obligations that through
        the scheduled payment of principal and interest thereon shall provide
        money in an amount, or a combination thereof, sufficient, in the opinion
        of a nationally recognized firm of independent public accountants, to
        pay and discharge the principal of (and premium, if any, on) and
        interest on the outstanding Notes at maturity (or upon redemption, if
        applicable) of such principal or installment of interest;

            (b) no Default or Event of Default shall have occurred and be
        continuing on the date of such deposit or, insofar as an event of
        bankruptcy under Section 501(h) or (i) is concerned, at any time during
        the period ending on the 91st day after the date of such deposit;

            (c) such Legal Defeasance or Covenant Defeasance must not result in
        a breach or violation of, or constitute a default under, this Indenture
        or any material agreement or instrument to which the Company or any
        Subsidiary Notes Guarantor is a party or by which it is bound or cause
        the Trustee or the trust so created to be subject to the Investment
        Company Act of 1940, as amended;

            (d) in the case of Legal Defeasance, the Company must deliver to the
        Trustee an Opinion of Counsel stating that the Company has received
        from, or there has been published by, the Internal Revenue Service a
        ruling, or since the date hereof, there has been a change in applicable
        federal income tax law, to the effect, and based thereon such opinion
        must confirm that, the Holders of the outstanding Notes shall not
        recognize income, gain or loss for federal income tax purposes as a
        result of such Legal Defeasance and shall 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;

            (e) in the case of Covenant Defeasance, the Company must have
        delivered to the Trustee an Opinion of Counsel to the effect that the
        Holders of the Notes outstanding shall not recognize income, gain or
        loss for federal income tax purposes as a result of such Covenant
        Defeasance and shall be subject to federal income tax on the same
        amounts, in the same manner and at the same times as would have been the
        case if such Covenant Defeasance had not occurred; and

            (f) the Company must have delivered to the Trustee an Officers'
        Certificate and an Opinion of Counsel, each stating that all conditions
        precedent provided for
<PAGE>   97
                                       87

    relating to either the Legal Defeasance or the Covenant Defeasance, as the
    case may be, have been complied with.

            SECTION 1205. Deposited Money and U.S. Government Obligations to Be
Held in Trust; Other Miscellaneous Provisions.

            Subject to the provisions of the last paragraph of Section 1003, all
money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee (or other qualifying trustee, collectively for purposes of this
Section 1205, the "Trustee") pursuant to Section 1204 in respect of the
Outstanding Notes shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as its
own 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 (and premium, if
any) and interest, but such money need not be segregated from other funds except
to the extent required by law.

            The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 1204 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of the Outstanding Notes.

            Anything in this Article Twelve 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 1204 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, as applicable, in accordance with this Article.

            SECTION 1206. Reinstatement.

            If the Trustee or any Paying Agent is unable to apply any money or
U.S. Government Obligations in accordance with Section 1205 by reason of any
legal proceeding or by any reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's and each Subsidiary Notes Guarantor's
obligations under this Indenture, the Notes and the Subsidiary Notes Guarantees
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 1202 or 1203, as the case may be, until such time as the Trustee or
Paying Agent is permitted to apply all such money in accordance with Section
1205; provided, however, that if the Company or any Subsidiary Notes Guarantor
makes any payment of principal of (or premium, if any) or interest on any Note
following the reinstatement of its obligations, the Company or such Guarantor,
as the case may be, shall be subrogated to the rights of the Holders of such
Notes to receive such payment from the money and U.S. Government Obligations
held by the Trustee or Paying Agent.
<PAGE>   98
                                       88


                                ARTICLE THIRTEEN

                           SUBSIDIARY NOTES GUARANTEES

            SECTION 1301. Subsidiary Guarantees.

            (a) Each Subsidiary Notes Guarantor hereby, jointly and severally,
fully, absolutely, unconditionally and irrevocably guarantees to each Holder of
a Note authenticated and delivered by the Trustee, and to the Trustee on behalf
of each Holder, the punctual payment and performance when due of all Indenture
Obligations which, for purposes of its Subsidiary Notes Guarantee, shall also be
deemed to include all commissions, fees, charges, costs and other expenses
(including reasonable legal fees and disbursements of counsel) arising out of or
incurred by the Trustee or the Holders in connection with the enforcement of any
Subsidiary Notes Guarantee. Without limiting the generality of the foregoing,
each Subsidiary Notes Guarantor's liability shall extend to all amounts that
constitute part of the Indenture Obligations and would be owed by the Company to
such Holder or the Trustee under the Notes or this Indenture but for the fact
that they are unenforceable, reduced, limited, suspended or not allowable due to
the existence of a bankruptcy, reorganization or similar proceeding involving
the Company.

            (b) Each Subsidiary Notes Guarantor and by its acceptance hereof
each Holder hereby confirms that it is the intention of all such parties that
the guarantee by such Subsidiary Notes Guarantor pursuant to its Subsidiary
Notes Guarantee not constitute a fraudulent transfer or conveyance for purposes
of any federal or state law. To effectuate the foregoing intention, the Holders
and each Subsidiary Notes Guarantor hereby irrevocably agree that the
obligations of such Subsidiary Notes Guarantor under its Subsidiary Notes
Guarantee shall be limited to the maximum amount as shall, after giving effect
to all other contingent and fixed liabilities of such Subsidiary Notes Guarantor
and after giving effect to any collections from or payments made by or on behalf
of any other Subsidiary Notes Guarantor in respect of the obligations of such
other Subsidiary Notes Guarantor under its Subsidiary Notes Guarantee or
pursuant to paragraph (c) of this Section 1301 result in the obligations of such
Subsidiary Notes Guarantor under its Subsidiary Notes Guarantee not constituting
a fraudulent conveyance or fraudulent transfer under federal or state law.

            (c) In order to provide for just and equitable contribution among
the Subsidiary Notes Guarantors, the Subsidiary Notes Guarantors agree, inter
se, that in the event any payment or distribution is made by any Subsidiary
Notes Guarantor (a "Funding Guarantor") under its Subsidiary Notes Guarantee,
such Funding Guarantor shall be entitled to a contribution from each other
Subsidiary Notes Guarantor in a pro rata amount based on the Adjusted Net Assets
of each Subsidiary Notes Guarantor (including the Funding Guarantor) for all
payments, damages and expenses incurred by the Funding Guarantor in discharging
the Indenture Obligations of the Company or any other Subsidiary Notes
Guarantor's obligations with respect to its Subsidiary Notes Guarantee.
"Adjusted Net Assets" of such Subsidiary Notes Guarantor
<PAGE>   99
                                       89

at any date shall mean the lesser of (x) the amount by which the fair value of
the property of such Subsidiary Notes Guarantor exceeds the total amount of
liabilities, including, without limitation, contingent liabilities (after giving
effect to all other fixed and contingent liabilities incurred or assumed on such
date), but excluding liabilities under the Subsidiary Notes Guarantee of such
Subsidiary Notes Guarantor at such date and (y) the amount by which the present
fair salable value of the assets of such Subsidiary Notes Guarantor at such date
exceeds the amount that shall be required to pay the probable liability of such
Subsidiary Notes Guarantor on its debts (after giving effect to all other fixed
and contingent liabilities incurred or assumed on such date), excluding debt in
respect of the Subsidiary Notes Guarantee, as they become absolute and matured.

            SECTION 1302. Guaranty Absolute.

            Each Subsidiary Notes Guarantor guarantees that the Notes shall be
paid or performed strictly in accordance with the terms of the Notes and this
Indenture, regardless of any law, regulation or order now or hereafter in effect
in any jurisdiction affecting any of such terms or the rights of any Holder with
respect thereto. The obligations of each Subsidiary Notes Guarantor under its
Subsidiary Notes Guarantee are independent of the obligations of the Company
under the Notes and this Indenture, and a separate action or actions may be
brought and prosecuted against such Subsidiary Notes Guarantor to enforce its
Subsidiary Notes Guarantee, irrespective of whether any action is brought
against the Company or any other Subsidiary Notes Guarantor or whether the
Company or any other Subsidiary Notes Guarantor is joined in any such action or
actions. The liability of each Subsidiary Notes Guarantor under its Subsidiary
Notes Guarantee shall be absolute and unconditional and the liability and
obligations of such Subsidiary Notes Guarantor hereunder shall not be released,
discharged, mitigated, waived, impaired or affected in whole or in part by:

            (a) any lack of validity or enforceability of this Indenture or the
        Notes with respect to the Company or any Subsidiary Notes Guarantor or
        any agreement or instrument relating thereto;

            (b) any change in the time, manner or place of payment of, or in any
        other term of, all or any of the Indenture Obligations, or any other
        amendment or waiver of or any consent to departure from this Indenture,
        including any increase in the Indenture Obligations resulting from the
        extension of additional credit to the Company or otherwise;

            (c) the failure to give notice to the Subsidiary Notes Guarantor of
        the occurrence of a Default under the provisions of this Indenture or
        the Notes;

            (d) any taking, release or amendment or waiver of or consent to
        departure from any other guarantee, for all or any of the Indenture
        Obligations;
<PAGE>   100
                                       90

            (e) any failure, omission, delay by or inability on the part of the
        Trustee or the Holders to assert or exercise any right, power or remedy
        conferred on the Trustee or the Holders in this Indenture or the Notes;

            (f) any change in the corporate structure, or termination,
        dissolution, consolidation or merger of the Company or any Subsidiary
        Notes Guarantor with or into any other Person, the voluntary or
        involuntary liquidation, dissolution, sale or other disposition of all
        or substantially all the assets of the Company or any Subsidiary Notes
        Guarantor, the marshalling of the assets and liabilities of the Company
        or any Subsidiary Notes Guarantor, the receivership, insolvency,
        bankruptcy, assignment for the benefit of creditors, reorganization,
        arrangement, composition with the creditors, or readjustment of, or
        other similar proceedings affecting the Company or any Subsidiary Notes
        Guarantor, or any of the assets of any of them;

            (g) the assignment of any right, title or interest of the Trustee or
        any Holder in this Indenture or the Notes to any other Person; or

            (h) any other event or circumstance (including any statute of
        limitations), whether foreseen or unforeseen and whether similar or
        dissimilar to any of the foregoing, that might otherwise constitute a
        defense available to, or a discharge of, the Company or a Subsidiary
        Notes Guarantor, other than payment in full of the Indenture
        Obligations; it being the intent of each Subsidiary Notes Guarantor that
        its obligations hereunder shall not be discharged except by payment of
        all amounts owing pursuant to this Indenture or the Notes.

The Subsidiary Notes Guarantee of each Subsidiary Notes Guarantor shall continue
to be effective or be reinstated, as the case may be, if at any time any payment
of any of the Indenture Obligations is rescinded or must otherwise be returned
by any Holder or the Trustee upon the insolvency, bankruptcy or reorganization
of the Company or otherwise, all as though such payment had not been made. Each
Subsidiary Notes Guarantor further agrees, to the fullest extent that it may
lawfully do so, that, as between such Subsidiary Notes 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 Five
of this Indenture for the purposes of this Subsidiary Notes Guarantee,
notwithstanding any stay, injunction or other prohibition extant under any
applicable bankruptcy law preventing such acceleration in respect of the
obligations guaranteed hereby, and (ii) in the event of any declarations of
acceleration of such obligations as provided in Article Five of this Indenture,
such obligations (whether or not due and payable) shall forthwith become due and
payable by the Subsidiary Notes Guarantor for the purpose of this Subsidiary
Notes Guarantee.
<PAGE>   101
                                       91

            SECTION 1303. Waivers.

            (a) Each Subsidiary Notes Guarantor hereby expressly waives (to the
extent permitted by law) notice of the acceptance of its Subsidiary Notes
Guarantee and notice of the existence, renewal, extension or the
non-performance, non-payment, or non-observance on the part of the Company of
any of the terms, covenants, conditions and provisions of this Indenture or the
Notes or any other notice whatsoever to or upon the Company or such Subsidiary
Notes Guarantor with respect to the Indenture Obligations. Each Subsidiary Notes
Guarantor hereby acknowledges communication to it of the terms of this Indenture
and the Notes and all of the provisions herein contained and consents to and
approves the same. Each Subsidiary Notes Guarantor hereby expressly waives (to
the extent permitted by law) diligence, presentment and protest.

            (b) Without prejudice to any of the rights or recourse which the
Trustee or the Holders may have against the Company, each Subsidiary Notes
Guarantor hereby expressly waives (to the extent permitted by law) any right to
require the Trustee or the Holders to:

            (i) initiate or exhaust any rights, remedies or recourse against the
        Company, any Subsidiary Notes Guarantor or any other Person;

            (ii) value, realize upon, or dispose of any security of the Company
        or any other Person held by the Trustee or the Holders; or

            (iii) initiate or exhaust any other remedy which the Trustee or the
        Holders may have in law or equity;

before requiring, becoming entitled to or demanding payment from such Subsidiary
Notes Guarantor under this Subsidiary Notes Guarantee.

            SECTION 1304. Subrogation.

            Each Subsidiary Notes Guarantor shall not exercise any rights that
it may acquire by way of subrogation under this Subsidiary Notes Guarantee, by
any payment made hereunder or otherwise, until all the Indenture Obligations
shall have been paid in full. If any amount shall be paid to any Subsidiary
Notes Guarantor on account of any such subrogation rights at any time when all
the Indenture Obligations shall not have been paid in full, such amount shall be
held in trust for the benefit of the Holders and the Trustees and shall
forthwith be paid to the Trustee, on behalf of the Holders, to be credited and
applied to the Indenture Obligations, whether matured or unmatured.
<PAGE>   102
                                      92

            SECTION 1305. No Waiver; Remedies.

            No failure on the part of any Holder or the Trustee to exercise, and
no delay in exercising, any right hereunder shall operate as a waiver thereof;
nor shall any single or partial exercise of any right hereunder preclude any
other or further exercise thereof or the exercise of any other right. The
remedies herein provided are cumulative and not exclusive of any remedies
provided by law.

            SECTION 1306. Continuing Guaranty; No Right of Set-Off; Independent
Obligation.

            (a) This Subsidiary Notes Guarantee is a continuing guarantee of the
payment and performance of all Indenture Obligations and shall remain in full
force and effect until the payment in full of all of the Indenture Obligations
and all other amounts payable under this Subsidiary Notes Guarantee and shall
apply to and secure any ultimate balance due or remaining unpaid to the Trustee
or the Holders under this Indenture or the Notes; and this Subsidiary Notes
Guarantee shall not be considered as wholly or partially satisfied by the
payment or liquidation at any time or from time to time of any sum of money for
the time being due or remaining unpaid to the Trustee or the Holders.

            (b) Each Subsidiary Notes Guarantor hereby guarantees that the
Indenture Obligations shall be paid to the Trustee without set-off or
counterclaim or other reduction whatsoever (whether for taxes, withholding or
otherwise) in lawful currency of the United States of America.

            (c) Each Subsidiary Notes Guarantor guarantees that the Indenture
Obligations shall be paid strictly in accordance with their terms regardless of
any lack of validity or enforceability of any of such terms or the rights of the
Holders with respect thereto.

            (d) Each Subsidiary Notes Guarantor's liability to pay or perform or
cause the performance of the Indenture Obligations under this Subsidiary Notes
Guarantee shall arise forthwith after demand for payment or performance by the
Trustee has been given to such Subsidiary Notes Guarantor in the manner
prescribed in this Indenture.

            SECTION 1307. Subsidiary Notes Guarantors May Consolidate, Etc., on
Certain Terms.

            (a) Nothing contained in this Indenture or in any of the Notes shall
prevent any consolidation or merger of a Subsidiary Notes Guarantor with or into
the Company or another Subsidiary Notes Guarantor or shall prevent any sale or
conveyance of the property of a Subsidiary Notes Guarantor as an entirety or
substantially as an entirety to the Company or another Subsidiary Notes
Guarantor, which consolidation, merger, sale or conveyance is otherwise in
accordance with the terms of this Indenture.
<PAGE>   103
                                       93

            (b) Other than as set forth in paragraph (a) of this Section, no
Subsidiary Notes Guarantor may consolidate with or merge with or into (whether
or not such Subsidiary Notes Guarantor is the surviving Person) another Person
whether or not affiliated with such Subsidiary Notes Guarantor unless: (i)
subject to the provisions of Section 1309, the Person formed by or surviving
such consolidation or merger (if other than such Subsidiary Notes Guarantor)
assumes all of the obligations of such Subsidiary Notes Guarantor under this
Indenture and its Subsidiary Notes Guarantee, pursuant to a supplemental
indenture in form and substance satisfactory to the Trustee, and (b) immediately
after giving effect to such transaction, no Default or Event of Default shall
have occurred and be continuing.

            SECTION 1308. Additional Subsidiary Notes Guarantors.

            The Company shall cause each Person that becomes a Wholly Owned
Restricted Subsidiary after the Closing Date to become a Subsidiary Notes
Guarantor with respect to the Indenture Obligations by executing and delivering
a supplemental indenture to this Indenture providing for a Subsidiary Notes
Guarantee by such Wholly Owned Restricted Subsidiary under Article Thirteen;
provided that any such Wholly Owned Restricted Subsidiary that is organized
outside of the United States shall not be required to provide a Subsidiary Notes
Guarantee so long as such Wholly Owned Restricted Subsidiary has not guaranteed
any other Debt of the Company or any other Restricted Subsidiary. The Company
shall deliver to the Trustee, together with the supplemental indenture referred
to above, an Opinion of Counsel that such Subsidiary Notes Guarantee is a legal,
valid, binding and enforceable obligation of such Subsidiary Notes Guarantor,
subject to customary local law exceptions and customary exceptions for
bankruptcy and equitable principles.

            SECTION 1309. Releases.

            (a) Concurrently with any consolidation or merger of a Subsidiary
Notes Guarantor with or into the Company or another Subsidiary Notes Guarantor
or any sale or conveyance of the property of a Subsidiary Notes Guarantor as an
entirety or substantially as an entirety to the Company or another Subsidiary
Notes Guarantor, in each case as permitted by Section 1307, and upon delivery by
the Company to the Trustee of an Officers' Certificate and an Opinion of
Counsel, each to the effect that (i) such consolidation, merger, sale or
conveyance was or shall be made by a Subsidiary Notes Guarantor in accordance
with Section 1307, and (ii) all conditions precedent to such release have been
satisfied, the Trustee shall promptly execute any documents reasonably required
in order to evidence the release of such Subsidiary Notes Guarantor from its
obligations under its Subsidiary Notes Guarantee. Any Subsidiary Notes Guarantor
not released from its obligations under its Subsidiary Notes Guarantee under
this Article Thirteen shall remain liable for the full amount of the Indenture
Obligations under its Subsidiary Notes Guarantee.

            (b) Concurrently with the Legal Defeasance of the Notes under
Section 1202 hereof or the Covenant Defeasance of the Notes under Section 1203
hereof, the Subsidiary Notes
<PAGE>   104
                                       94

Guarantors shall be released from all of their obligations under their
Subsidiary Notes Guarantees.

            (c) Upon (i) the sale, transfer or other disposition of all of the
Capital Stock of a Subsidiary Notes Guarantor to a Person that is not an
Affiliate of the Company, (ii) the sale, transfer or other disposition of all or
substantially all of the assets of a Subsidiary Notes Guarantor to a Person that
is not an Affiliate of the Company, or (iii) the designation of such Subsidiary
Notes Guarantor as an Unrestricted Subsidiary, in any such case in compliance
with the terms of this Indenture, then such Subsidiary Notes Guarantor shall be
deemed automatically and unconditionally released and discharged from all of its
obligations under its Subsidiary Notes Guarantee without any further action on
the part of the Trustee or any Holder of the Notes; provided that the Net Cash
Proceeds of any such sale, transfer or other disposition are applied in
accordance with Section 1012.


                                ARTICLE FOURTEEN

                           SUBORDINATION OF SECURITIES

            SECTION 1401. Notes and Subsidiary Notes Guarantees Subordinate to
Senior Debt.

            (a) The Company covenants and agrees, and each Holder of a Note, by
his acceptance thereof, likewise covenants and agrees, that, to the extent and
in the manner hereinafter set forth in this Article Fourteen, the indebtedness
represented by the Notes and the payment of the principal of (and premium, if
any) and interest on each and all of the Notes (but not amounts owing to the
Trustee by the Company pursuant to Section 607 hereof) are hereby expressly made
subordinate and subject in right of payment to the prior payment in full of all
Senior Debt.

            (b) Each Subsidiary Notes Guarantor covenants and agrees, and each
Holder of a Note, by his acceptance thereof, likewise covenants and agrees,
that, to the extent and in the manner hereinafter set forth in this Article
Fourteen, the indebtedness represented by the Subsidiary Notes Guarantee of such
Subsidiary Notes Guarantor is hereby expressly made subordinate and subject in
right of payment to the prior payment in full of all Subsidiary Guarantor Senior
Debt of such Subsidiary Notes Guarantor.

            SECTION 1402. Payment Over of Proceeds Upon Dissolution, Etc.

            In the event of any payment or distribution of assets of the Company
or any Subsidiary Notes Guarantor to creditors upon any liquidation,
dissolution, winding-up, reorganization, assignment for the benefit of
creditors, marshaling of assets or any bankruptcy, insolvency or similar
proceedings of the Company or any Subsidiary Notes Guarantor (the Company or
such Subsidiary Notes Guarantor being the "Affected Obligor"), then (except (x)
<PAGE>   105
                                       95

in connection with the consolidation or merger of the Company or its liquidation
or dissolution following the conveyance, transfer or lease of its properties and
assets substantially as an entirety, upon the terms and conditions described in
Article Eight or (y) in connection with the consolidation or merger of a
Subsidiary Notes Guarantor, or its liquidation or dissolution, not in violation
of any provision of this Indenture) (each such event, if any, herein sometimes
referred to as a "Proceeding"), (i) if the Affected Obligor is the Company, the
holders of Senior Debt shall first be entitled to receive payment in full, in
cash or cash equivalents, of all amounts due or to become due on or in respect
of such Senior Debt before the Holders of the Notes are entitled to receive any
payment of principal of (and premium, if any) or interest on the Notes or on
account of the purchase or redemption or other acquisition of Notes by the
Company or any Subsidiary of the Company and (ii) if the Affected Obligor is a
Subsidiary Notes Guarantor, the holders of Subsidiary Guarantor Senior Debt of
such Subsidiary Notes Guarantor shall first be entitled to receive payment in
full, in cash or cash equivalents, of principal of (or premium, if any) and
interest on such Subsidiary Guarantor Senior Debt, before the Holders of the
Notes are entitled to receive any payment pursuant to the Subsidiary Notes
Guarantee of such Subsidiary Notes Guarantor (any payment on or purchase,
redemption or acquisition of the Notes, referred to in clause (i), and any
payment on a Subsidiary Notes Guarantee, referred to in clause (ii), being,
individually and collectively, a "Notes Payment"), and, to that end, if the
Affected Obligor is the Company, the holders of Senior Debt and, if the Affected
Obligor is a Subsidiary Notes Guarantor, the holders of Subsidiary Guarantor
Senior Debt of such Subsidiary Notes Guarantor (such Senior Debt or Subsidiary
Guarantor Senior Debt, as the case may be, being "Affected Obligor Senior Debt"
of such Affected Obligor) shall be entitled to receive, for application to the
payment thereof, any payment or distribution of any kind or character, whether
in cash, property or securities which may be payable or deliverable in respect
of the Notes in any such Proceeding.

            In the event that, notwithstanding the foregoing provisions of this
Section 1402, the Trustee or the Holder of any Note shall have received any
payment or distribution of assets of an Affected Obligor of any kind or
character, whether in cash, property or securities, before all Affected Obligor
Senior Debt is paid in full, then such payment or distribution, except for
amounts subject to the claim granted to the Trustee in Section 607 hereof, shall
be held in trust for the holders of Affected Obligor Senior Debt and shall be
paid over or delivered forthwith to the trustee in bankruptcy or other Person
making payment or distribution of assets of the Affected Obligor for application
to the payment of all Affected Obligor Senior Debt remaining unpaid, to the
extent necessary to pay all Affected Obligor Senior Debt in full, after giving
effect to any concurrent payment or distribution to or for the holders of the
Affected Obligor Senior Debt.

            For purposes of this Article Fourteen only, the words "any payment
or distribution of any kind or character, cash, property or securities" shall
not be deemed to include a payment or distribution of equity or subordinated
securities of the Affected Obligor provided for by a plan of reorganization or
readjustment or of any other corporation provided for by such plan of
reorganization or readjustment that, in the case of subordinated securities, are
subordinated in right of payment to all then outstanding Affected Obligor Senior
Debt to at least the same extent 
<PAGE>   106
                                       96

as the Notes or Subsidiary Notes Guarantees, as the case may be, are so
subordinated as provided in this Article Fourteen.

            SECTION 1403. No Payment When Certain Senior Debt in Default.

            In the event that any Senior Payment Default (as defined below)
shall have occurred and be continuing, then no Notes Payment shall be made
unless and until such Senior Payment Default shall have been cured or waived or
shall have ceased to exist or all amounts then due and payable in respect of the
Specified Senior Debt or other obligations that are the subject of such Senior
Payment Default shall have been paid in full. For purposes hereof, "Senior
Payment Default" means any default in the payment of principal of (or premium,
if any), or interest on, Specified Senior Debt, the payment of commitment,
facility or other fees, letter of credit fees or agency fees under the Credit
Facility, or payments with respect to letter of credit reimbursement
arrangements with the Credit Facility Agent, when due, whether at the Stated
Maturity of any such payment or by declaration of acceleration, call for
redemption or otherwise.

            In the event that any Senior Nonmonetary Default (as defined below)
shall have occurred and be continuing, then, upon the receipt by the Company and
the Trustee of written notice of such Senior Nonmonetary Default from the Credit
Facility Agent or from an authorized Person on behalf of any holder of Specified
Senior Debt, no Notes Payment shall be made during the period (the "Payment
Blockage Period") commencing on the date of receipt of such written notice (the
"Blockage Notice") and ending on the earliest of (i) the 179th day after the
date of such receipt of the Blockage Notice (the "Initial Period"), (ii) the
date, if any, on which the Specified Senior Debt to which such default relates
is discharged or such default is waived or otherwise cured and (iii) the date,
if any, on which such Payment Blockage Period shall have been terminated by
written notice to the Company or the Trustee from the Credit Facility Agent or
from the Person who gave the Blockage Notice. Any number of additional Payment
Blockage Periods may be commenced during the Initial Period; provided, however,
that no such additional Payment Blockage Periods shall extend beyond the Initial
Period. After the expiration of the Initial Period, no Payment Blockage Period
may be commenced until at least 181 consecutive days shall have elapsed from the
last day of the Initial Period. No Senior Nonmonetary Default that existed or
was continuing on the date of commencement of any Payment Blockage Period with
respect to the Specified Senior Debt initiating such Payment Blockage Period
shall be, or be made, the basis for the commencement of a subsequent Payment
Blockage Period unless such Senior Nonmonetary Default shall have been cured or
waived for a period of not less than 90 consecutive days. For purposes hereof,
"Senior Nonmonetary Default" means the occurrence or existence of any event,
circumstance, condition or state of facts that, by the terms of any instrument
pursuant to which any Specified Senior Debt is outstanding, permits one or more
holders of such Specified Senior Debt (or a trustee or agent on behalf of the
holders thereof) to declare such Specified Senior Debt due and payable prior to
the date on which it would otherwise become due and payable, other than a Senior
Payment Default.
<PAGE>   107
                                       97

            In the event that, notwithstanding the foregoing, the Company or any
Subsidiary Notes Guarantor shall make any payment to the Trustee or any Holder
prohibited by the foregoing provisions of this Section 1403, then such payment
shall be held in trust for the holders of the Affected Obligor Senior Debt and
shall be paid over and delivered forthwith to the holders of the Affected
Obligor Senior Debt remaining unpaid, to the extent necessary to pay in full all
the Affected Obligor Senior Debt.

            SECTION 1404. Payment Permitted if No Default.

            Nothing contained in this Article Fourteen or elsewhere in this
Indenture or in any of the Notes shall, at any time except during the pendency
of any Proceeding referred to in Section 1402 or under the conditions described
in Section 1403, prevent (a) the Company or any Subsidiary Notes Guarantor from
making Notes Payments, or (b) the application by the Trustee of any money
deposited with it hereunder to Notes Payments or the retention of such payment
by the Holders.

            SECTION 1405. Subrogation to Rights of Holders of Senior Debt.

            Subject to the payment in full of all Senior Debt, the rights of the
Holders of the Notes shall be subrogated to the rights of the holders of such
Senior Debt to receive payments and distributions of cash, property and
securities applicable to the Senior Debt until the principal of (and premium, if
any) and interest on the Notes shall be paid in full. Subject to the payment in
full of all Subsidiary Guarantor Senior Debt, the rights of the Holders of the
Notes shall be subrogated to the rights of the holders of such Subsidiary
Guarantor Senior Debt to receive payments and distributions of cash, property
and securities applicable to such Subsidiary Guarantor Senior Debt until the
principal of (and premium, if any) and interest on the Notes shall be paid in
full. For purposes of such subrogation, no payments or distributions to the
holders of the Senior Debt or Subsidiary Guarantor Senior Debt of any cash,
property or securities to which the Holders of the Notes or the Trustee would be
entitled except for the provisions of this Article Fourteen, and no payments
over pursuant to the provisions of this Article Fourteen to the holders of
Senior Debt or Subsidiary Guarantor Senior Debt by Holders of the Notes or the
Trustee, shall, as among the Company, its creditors other than holders of Senior
Debt and the Subsidiary Guarantor Senior Debt and the Holders of the Notes, be
deemed to be a payment or distribution by the Company to or on account of the
Senior Debt. Neither the Holders of the Notes nor the Trustee shall have any
claim against the holders of the Senior Debt or the Credit Facility Agent for
any impairment of the subrogation rights herein granted arising out of any
release of Liens securing the Senior Debt or the Subsidiary Guarantor Senior
Debt.

            SECTION 1406. Provisions Solely to Define Relative Rights.

            The provisions of this Article Fourteen are and are intended solely
for the purpose of defining the relative rights of the Holders on the one hand
and the holders of Senior Debt and Subsidiary Guarantor Senior Debt on the other
hand. Nothing contained in this Article Fourteen
<PAGE>   108
                                       98

or elsewhere in this Indenture or in the Notes is intended to or shall (a)
impair, as among the Company, its creditors other than holders of Senior Debt
and the Holders of the Notes, the obligation of the Company, which is absolute
and unconditional (and which, subject to the rights under this Article Fourteen
of the holders of Senior Debt, is intended to rank equally with all other
general obligations of the Company) to pay to the Holders of the Notes the
principal of (and premium, if any) and interest on the Notes as and when the
same shall become due and payable in accordance with their terms; or (b) impair,
as among the Subsidiary Notes Guarantors, their creditors other than holders of
Subsidiary Guarantor Senior Debt and the Holders of the Notes, the obligation of
the Subsidiary Notes Guarantors, which is absolute and unconditional (and which,
subject to the rights under this Article Fourteen of the holders of Subsidiary
Guarantor Senior Debt, is intended to rank equally with all other general
obligations of the Subsidiary Notes Guarantors) to pay to the Holders of the
Notes the principal of (and premium, if any) and interest on the Notes as and
when the same shall become due and payable in accordance with their terms; or
(c) affect the relative rights against the Company of the Holders of the Notes
and creditors of the Company other than the holders of Senior Debt or the
relative rights against the Subsidiary Notes Guarantors of the Holders of the
Notes and creditors of the Subsidiary Notes Guarantors other than the Holders of
Subsidiary Guarantor Senior Debt; or (d) prevent the Trustee or the Holder of
any Note from exercising all remedies otherwise permitted by applicable law upon
default under this Indenture, subject to the rights, if any, under this Article
Fourteen of the holders of Senior Debt and Subsidiary Guarantor Senior Debt to
receive cash, property and securities otherwise payable or deliverable to the
Trustee or such Holder. The holders of the Senior Debt and the Credit Facility
Agent, as the case may be, shall be entitled to enforce the provisions of this
Article Fourteen against the Company, the Subsidiary Notes Guarantors, the
Holders of the Notes and the Trustee.

            SECTION 1407. Trustee to Effectuate Subordination.

            Each Holder of a Note by his acceptance thereof authorizes and
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article Fourteen
and appoints the Trustee his attorney-in-fact for any and all such purposes.

            SECTION 1408. No Waiver of Subordination Provisions.

            No right of any present or future holder of any Senior Debt or
Subsidiary Guarantor Senior Debt to enforce subordination as herein provided
shall at any time in any way be prejudiced or impaired by any act or failure to
act on the part of the Company or any Subsidiary Notes Guarantor or by any act
or failure to act, in good faith, by any such holder, or by any noncompliance by
the Company or any Subsidiary Notes Guarantor with the terms, provisions and
covenants of this Indenture, regardless of any knowledge thereof any such Holder
may have or be otherwise charged with.

            Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Debt or Subsidiary Guarantor Senior Debt, as
the case may be, may, at any time and
<PAGE>   109
                                       99

from time to time, without the consent of or notice to the Trustee or the
Holders of the Notes, without incurring responsibility to the Trustee or the
Holders of the Notes and without impairing or releasing the subordination
provided in this Article Fourteen or the obligations hereunder of the Holders of
the Notes to the holders of Senior Debt or Subsidiary Guarantor Senior Debt, as
the case may be, do any one or more of the following: (i) change the manner,
place or terms of payment or extend the time of payment of, or renew or alter,
Senior Debt or Subsidiary Guarantor Senior Debt, as the case may be, or
otherwise amend or supplement in any manner Senior Debt or Subsidiary Guarantor
Senior Debt, as the case may be, or any instrument evidencing the same or any
agreement under which Senior Debt or Subsidiary Guarantor Senior Debt, as the
case may be, is outstanding; (ii) sell, exchange, release or otherwise deal with
any property pledged, mortgaged or otherwise securing Senior Debt or any
Subsidiary Guarantor Senior Debt, as the case may be; (iii) release any Person
liable in any manner for the collection of Senior Debt or any Subsidiary
Guarantor Senior Debt, as the case may be; and (iv) exercise or refrain from
exercising any rights against the Company or any Subsidiary Notes Guarantor and
any other Person.

            SECTION 1409. Notice to Trustee.

            The Company and each Subsidiary Notes Guarantor shall give prompt
written notice to the Trustee of any fact known to the Company which would
prohibit the making of any payment to or by the Trustee in respect of the Notes
and of any subsequent cure or waiver thereof. Notwithstanding the provisions of
this Article Fourteen or any other provision of this Indenture, the Trustee
shall not be charged with knowledge of the existence of any facts which would
prohibit the making of any payment to or by the Trustee in respect of the Notes,
unless and until the Trustee shall have received written notice thereof from the
Company or a holder of Senior Debt or a holder of Subsidiary Guarantor Senior
Debt or from any trustee or agent therefor; and, prior to the receipt of any
such written notice, the Trustee, subject to the provisions of Section 601,
shall be entitled in all respects to assume that no such facts exist.

            Subject to the provisions of Section 601, the Trustee shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Debt or a holder of Subsidiary
Guarantor Senior Debt (or a trustee or agent therefor) to establish that such
notice has been given by a holder of Senior Debt or a holder of Subsidiary
Guarantor Senior Debt (or a trustee or agent therefor). In the event that the
Trustee determines in good faith that further evidence is required with respect
to the right of any Person as a holder of Senior Debt or a holder of Subsidiary
Guarantor Senior Debt, as the case may be, to participate in any payment or
distribution pursuant to this Article Fourteen, the Trustee may request such
Person to furnish evidence to the reasonable satisfaction of the Trustee as to
the amount of Senior Debt or Subsidiary Guarantor Senior Debt, as the case may
be, held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts pertinent to the
rights of such Person under this Article Fourteen, and if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.
<PAGE>   110
                                       100

            SECTION 1410. Reliance on Judicial Order or Certificate of
Liquidation Agent.

            Upon any payment or distribution of assets of the Company or any
Subsidiary Notes Guarantor referred to in this Article Fourteen, the Trustee,
subject to the provisions of Section 601, and the Holders of the Notes shall be
entitled to rely upon any order or decree entered by any court of competent
jurisdiction in a Proceeding, or a certificate of the trustee in bankruptcy,
receiver, liquidating trustee, custodian, assignee for the benefit of creditors,
agent or other Person making such payment or distribution, delivered to the
Trustee or to the Holders of Notes, for the purpose of ascertaining the Persons
entitled to participate in such payment or distribution, the holders of the
Senior Debt, Subsidiary Guarantor Senior Debt and other indebtedness of the
Company and the Subsidiary Notes Guarantors, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article Fourteen.

            SECTION 1411. Trustee Not Fiduciary for Holders of Senior Debt.

            Except to the extent of its obligations under the penultimate
paragraph of Section 1402 and the last paragraph of Section 1403, the Trustee
shall not be deemed to owe any fiduciary duty to the holders of Senior Debt or
Subsidiary Guarantor Senior Debt and shall not be liable to any such holders if
it shall in good faith mistakenly pay over or distribute to Holders of Notes or
to the Company or to any other Person cash, property or securities to which any
holders of Senior Debt or Subsidiary Guarantor Senior Debt shall be entitled by
virtue of this Article Fourteen or otherwise. The Trustee's duties with respect
to holders of Senior Debt and Subsidiary Guarantor Senior Debt are limited to
those specifically set forth in this Indenture, and no implied covenants or
obligations shall be construed by any provision hereof.

            SECTION 1412. Rights of Trustee as Holder of Senior Debt;
Preservation of Trustee's Rights.

            The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article Fourteen with respect to any Senior Debt or
Subsidiary Guarantor Senior Debt which may at any time be held by it, to the
same extent as any other holder of Senior Debt or Subsidiary Guarantor Senior
Debt, and nothing in this Indenture shall deprive the Trustee of any of its
rights as such holder.

            Nothing in this Article Fourteen shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 607.

            SECTION 1413. Applicability to Paying Agents.

            In case at any time any Paying Agent other than the Trustee shall
have been appointed by the Company and be then acting hereunder, the term
"Trustee" as used in this Article Fourteen shall in such case (unless the
context otherwise requires) be construed as extending to and including such
Paying Agent within its meaning as fully for all intents and
<PAGE>   111
                                       101

purposes as if such Paying Agent were named in this Article Fourteen in addition
to or in place of the Trustee; provided, however, that this Section 1413 shall
not apply to the Company or any Affiliate of the Company if it or such Affiliate
acts as Paying Agent.

            SECTION 1414. Defeasance of this Article Fourteen.

            The subordination of the Notes and the Subsidiary Notes Guarantees
provided by this Article Fourteen is expressly made subject to the provisions
for Legal Defeasance or Covenant Defeasance in Article Twelve hereof and,
anything herein to the contrary notwithstanding, upon the effectiveness of any
such Legal Defeasance or Covenant Defeasance, the Notes and the Subsidiary Notes
Guarantees then outstanding shall thereupon cease to be subordinated pursuant to
this Article Fourteen.

            SECTION 1415. Subordination Provisions Controlling.

            Notwithstanding anything to the contrary contained in this
Indenture, to the extent that any provision contained in Articles One (other
than Section 101) through Thirteen of this Indenture conflicts with any
provision contained in Article Fourteen (including the definitions of certain
terms used in Article Fourteen) of this Indenture, the provisions contained in
Article Fourteen of this Indenture shall govern and control.
<PAGE>   112
            IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed as of the day and year first above written.

                                           CITADEL BROADCASTING COMPANY,
                                                  a Nevada corporation


                                           By /s/ Lawrence R. Wilson      
                                              -----------------------------
                                              Name: Lawrence R. Wilson
                                              Title:


                                           CITADEL LICENSE, INC.,
                                                  as Guarantor


                                           By /s/ Lawrence R. Wilson
                                              -----------------------------
                                              Name:Lawrence R. Wilson
                                              Title:


                                           THE BANK OF NEW YORK,
                                                   as Trustee


                                           By /s/ Van K. Brown
                                              -----------------------------
                                              Name: Van K. Brown
                                              Title: Assistant Vice President
<PAGE>   113
                                                                       EXHIBIT A


                              Form of Face of Note

                          CITADEL BROADCASTING COMPANY

                    9 1/4% Senior Subordinated Note due 2008
                                                               CUSIP No. _____
No. __________                                                       $________

                  CITADEL BROADCASTING COMPANY, a Nevada corporation (herein
called the "Company", which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to ____________________ or registered assigns, the principal sum of
____________________ Dollars on November 15, 2008 at the office or agency of the
Company referred to below, and to pay interest thereon on May 15, 1999 and
semi-annually thereafter, on May 15 and November 15 in each year, from November
19, 1998, or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, at the rate of 9 1/4% per annum, until the
principal hereof is paid or duly provided for, and (to the extent lawful) to pay
on demand interest on any overdue interest at the rate borne by the Notes from
the date on which such overdue interest becomes payable to the date payment of
such interest has been made or duly provided for. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date shall, as
provided in such Indenture, be paid to the Person in whose name this Note (or
one or more Predecessor Notes) is registered at the close of business on the
Regular Record Date for such interest, which shall be May 1 or November 1
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly provided
for shall forthwith cease to be payable to the Holder on such Regular Record
Date, and such defaulted interest, and (to the extent lawful) interest on such
defaulted interest at the rate borne by the Notes, may be paid to the Person in
whose name this Note (or one or more Predecessor Notes) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Notes not less than 10 days prior to such Special Record Date, or may be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Notes may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in said
Indenture.

                  [The Holder of this Note is entitled to the benefits of the
Registration Rights Agreement, dated as of November 19, 1998 (the "Registration
Rights Agreement"), between the Company, the Subsidiary Notes Guarantor and the
Initial Purchasers named therein. In the event that either (a) the Notes
Exchange Offer Registration Statement is not filed with the Commission on or
prior to the 90th calendar day following the Closing Date or (b) the Exchange
Offer is not consummated or a Notes Shelf Registration Statement is not declared
effective on or prior to the 210th calendar day following the Closing Date, the
interest rate borne by the Notes shall be increased by 0.25% per annum for the
first 30 days following

                              
<PAGE>   114
                                       A-2

the 90-day period referred to in clause (a) above or the first 90 days following
the 210-day period referred to in clause (b) above. Such interest shall increase
by an additional 0.25% per annum at the beginning of each subsequent 30-day
period in the case of clause (a) above or 90-day period in the case of clause
(b) above; provided, however, that in no event shall the interest rate borne by
the Notes be increased by more than 1.5%. Upon the filing of the Notes Exchange
Offer Registration Statement, the consummation of the Exchange Offer or the
effectiveness of a Notes Shelf Registration Statement, as the case may be, the
interest rate borne by the Notes from the date of such filing, consummation or
effectiveness, as the case may be, shall be reduced to the original interest
rate set forth in the first paragraph of this Note; provided, however, that if,
after any such reduction in interest rate, a different event specified in clause
(a) or (b) above occurs, the interest rate may again be increased pursuant to
the foregoing provisions.]*

            [If the Company issues a notice that the Notes Shelf Registration
Statement is unusable pending the announcement of a material corporate
transaction or otherwise pursuant to Section 3(k) of the Registration Rights
Agreement, or such a notice is required under applicable securities laws to be
issued by the Company, and the aggregate number of days in any consecutive
twelve-month period for which all such notices are issued or required to be
issued exceeds 30 days in the aggregate, then the interest rate borne by the
Notes shall be increased by one-quarter of one percent per annum following the
date that such Notes Shelf Registration Statement ceases to be usable beyond the
30-day period permitted above, which rate shall be increased by an additional
one-quarter of one percent per annum for each 90-day period that such additional
interest continues to accrue; provided that the aggregate increase in such
annual interest rate may in no event exceed 1.5%. Upon the Company declaring
that the Notes Shelf Registration Statement is usable after the interest rate
has been increased pursuant to the preceding sentence, the interest rate borne
by the Notes shall be reduced to the original interest rate if the Company is
otherwise in compliance with this paragraph; provided, however, that if after
any such reduction in interest rate the Notes Shelf Registration Statement again
ceases to be usable beyond the period permitted above, the interest rate shall
again be increased and thereafter reduced pursuant to the foregoing
provisions.]*

            The principal of and premium, if any, and interest on the Notes
shall be payable, and the Notes shall be exchangeable and transferable, at the
office or agency of the Company in The City of New York maintained for such
purposes (which initially shall be the office of the Trustee located at 101
Barclay Street--21W, New York, NY 10286); provided, however, that, at the option
of the Company, interest may be paid by check mailed to the address of the
Person entitled thereto as such address appears in the Note Register.

--------

*        Include only for Initial Notes.
<PAGE>   115
                                       A-3

            Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

            Unless the certificate of authentication hereon has been duly
executed by the Trustee or the Authenticating Agent referred to on the reverse
hereof by manual signature, this Note shall not be entitled to any benefit under
the Indenture, or be valid or obligatory for any purpose.

            IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.

Dated:                                        CITADEL BROADCASTING COMPANY


                                              By   
                                                  -----------------------------
                                                  Name:
                                                  Title:
Attest:                                                 [SEAL]

---------------------------
Authorized Officer






                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

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

                                                  THE BANK OF NEW YORK,
                                                  as Trustee



                                                  By         
                                                     --------------------------
                                                     Authorized Signatory
<PAGE>   116
                                       A-4

                             Form of Reverse of Note

            This Note is one of a duly authorized issue of securities of the
Company designated as its 9 1/4% Senior Subordinated Notes due 2008 (the
"Notes"), limited (except as otherwise provided in the Indenture referred to
below) in aggregate principal amount to $115,000,000, which may be issued under
an indenture (the "Indenture") dated as of November 19, 1998 between the
Company, Citadel License, Inc., as guarantor (the "Subsidiary Notes Guarantor"),
and The Bank of New York, as trustee (the "Trustee," which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties, obligations and immunities thereunder of
the Company, the Subsidiary Notes Guarantor, the Trustee and the Holders of the
Notes, and of the terms upon which the Notes are, and are to be, authenticated
and delivered.

            This Note is subordinated to the prior payment in full of all Senior
Debt in the manner and to the extent set forth in Article Fourteen of the
Indenture.

            On or before each payment date, the Company shall deliver or cause
to be delivered to the Trustee or the Paying Agent an amount in dollars
sufficient to pay the amount due on such payment date.

            The Notes shall be redeemable (subject to contractual and other
restrictions with respect thereto and to the legal availability of funds
therefor) at the election of the Company, as a whole or from time to time in
part, at any time on or after November 15, 2003 on not less than 30 nor more
than 60 days' prior notice, at the redemption prices (expressed as percentages
of the principal amount thereof) set forth below, together with accrued and
unpaid interest, if any, to the redemption date, if redeemed during the 12-month
period beginning on November 15 of the years indicated below (subject to the
right of Holders of record on the relevant record date to receive interest due
on an Interest Payment Date):

<TABLE>
<CAPTION>
                                                                  REDEMPTION
YEAR                                                                 PRICE
----                                                          -----------------
<S>                                                           <C>     
2003...................................................            104.625%
2004...................................................            103.083%
2005...................................................            101.541%
2006...................................................            100.000%
</TABLE>


            In addition, at any time and from time to time prior to November 15,
2001, the Company may at its option redeem Notes with the net proceeds of one or
more Public Equity Offerings at a redemption price equal to 109.25% of the
principal amount thereof, together with accrued and unpaid interest, if any, to
the redemption date (subject to the right of Holders of record on the relevant
record date to receive interest due on an Interest Payment Date); provided that,
immediately after giving effect to any such redemption, at least 75% of the
aggregate

     
<PAGE>   117
                                       A-5

principal amount of the Notes remains outstanding. Any such redemption must be
made within 90 days of the related Public Equity Offering.

            If less than all the Notes are to be redeemed, the particular Notes
to be redeemed shall be selected not more than 60 days prior to the redemption
date by the Trustee by such method as the Trustee deems fair and appropriate.

            In the event of redemption or repurchase of this Note in part only,
a new Note or Notes for the unredeemed portion hereof shall be issued in the
name of the Holder hereof upon the cancellation hereof.

            Upon the occurrence of a Change of Control, the Company shall be
required to make an offer to purchase on the Change of Control Purchase Date all
outstanding Notes at a purchase price in cash equal to 101% of the aggregate
principal amount thereof, plus accrued and unpaid interest thereon, if any, to
the date of purchase, in accordance with the Indenture. Holders of Notes that
are subject to an offer to purchase shall receive a Change of Control Offer from
the Company prior to any related Change of Control Purchase Date.

            Under certain circumstances, in the event the Net Cash Proceeds
received by the Company from an Asset Sale, which proceeds are not used (i)
towards the permanent reduction of amounts outstanding under the Credit Facility
or to the repayment of other Senior Debt of the Company or a Subsidiary Notes
Guarantor or (ii) to invest (or enter into one or more legally binding
agreements to invest) in properties and assets to replace the properties and
assets that were the subject of the Asset Sale or in properties and assets that
shall be used in the broadcast business or businesses reasonably related
thereto, equal or exceed a specified amount, the Company shall be required to
make an offer to all Holders to purchase the maximum principal amount of Notes,
in an integral multiple of $1,000, that may be purchased out of such amount at a
purchase price in cash equal to 100% of the principal amount thereof, plus
accrued and unpaid interest, if any, to the date of purchase, in accordance with
the Indenture. Holders of Notes that are subject to any offer to purchase shall
receive an Asset Sale Offer from the Company prior to any related Asset Sale
Purchase Date.

            In the case of any redemption or repurchase of Notes, interest
installments whose Stated Maturity is on or prior to the Redemption Date or
Asset Sale Purchase Date, as the case may be, shall be payable to the Holders of
such Notes, or one or more Predecessor Notes, of record at the close of business
on the relevant Regular Record Date or Special Record Date, as the case may be,
referred to on the face hereof. Notes (or portions thereof) for whose redemption
and payment provision is made in accordance with the Indenture shall cease to
bear interest from and after the Redemption Date or Asset Sale Purchase Date, as
the case may be.

            If an Event of Default shall occur and be continuing, the principal
of all the Notes may be declared due and payable in the manner and with the
effect provided in the Indenture.
<PAGE>   118
                                       A-6

            The Indenture contains provisions for defeasance at any time of (a)
the entire indebtedness of the Company on this Note and (b) certain restrictive
covenants and the related Defaults and Events of Default, upon compliance by the
Company with certain conditions set forth therein, which provisions apply to
this Note.

            The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the Subsidiary Notes Guarantors and the rights of the Holders under
the Indenture and the Notes and the Subsidiary Notes Guarantees, if any, at any
time by the Company, the Subsidiary Notes Guarantors and the Trustee with the
consent of the Holders of a specified percentage in aggregate principal amount
of the Notes at the time Outstanding. Additionally, the Indenture permits that
with certain exceptions as therein provided, without notice to or consent of any
Holder, the Company, any Subsidiary Notes Guarantor and the Trustee together may
amend or supplement the Indenture, any Subsidiary Notes Guarantee or this Note
(i) to evidence the succession of another Person to the Company and the
assumption by any such successor of the covenants of the Company in the
Indenture and in the Notes; or (ii) to add to the covenants of the Company for
the benefit of the Holders, or to surrender any right or power conferred upon
the Company in the Indenture; or (iii) to add additional Events of Default; or
(iv) to provide for uncertificated notes in addition to or in place of the
certificated Notes; or (v) to evidence and provide for the acceptance of
appointment under the Indenture by a successor Trustee; or (vi) to secure the
Notes; or (vii) to cure any ambiguity, to correct or supplement any provision in
the Indenture that may be defective or inconsistent with any other provision in
the Indenture, or to make any other provisions with respect to matters or
questions arising under the Indenture, provided that such actions pursuant to
this clause do not adversely affect the interests of the Holders in any material
respect; or (viii) to comply with any requirements of the Commission in order to
effect and maintain the qualification of the Indenture under the Trust Indenture
Act.


            The Indenture also contains provisions permitting the Holders of not
less than a majority in aggregate principal amount of the Notes at the time
Outstanding, on behalf of the Holders of all the Notes, to waive any past
defaults by the Company with certain provisions of the Indenture, the Notes and
the Subsidiary Notes Guarantees, if any, and certain past Defaults under the
Indenture and the Notes and the Subsidiary Notes Guarantees, if any, and their
consequences. Any such consent or waiver by or on behalf of the Holder of this
Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent or waiver is made upon this Note.

            No reference herein to the Indenture and no provision of this Note
or of the Indenture shall alter or impair the obligation of the Company or the
Subsidiary Notes Guarantors or any other obligor on the Notes (in the event any
Subsidiary Notes Guarantor or other obligor is obligated to make payments in
respect of the Notes), which is absolute and unconditional, to pay the principal
of (and premium, if any) and interest on this Note at the times, place, and
rate,
<PAGE>   119
                                       A-7

and in the coin or currency, herein prescribed, subject to the subordination
provisions of the Indenture.

            As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note is registerable on the Note
Register of the Company, upon surrender of this Note for registration of
transfer at the office or agency of the Company maintained for such purpose in
The City of New York, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Note Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes, of authorized denominations and for the same
aggregate principal amount, shall be issued to the designated transferee or
transferees.

            The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes of a different
authorized denomination, as requested by the Holder surrendering the same.

            No service charge shall be made for any registration of transfer or
exchange or redemption of Notes, but the Company may require payment of a sum
sufficient to pay all documentary, stamp or similar issue or transfer taxes or
other governmental charge payable in connection therewith.

            The Notes are entitled to the benefit of a Subsidiary Notes
Guarantee by each Subsidiary Notes Guarantor to the extent provided in each such
Subsidiary Notes Guarantee.

            Prior to the time of due presentment of this Note for registration
of transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Note is registered as the owner
hereof for all purposes, whether or not this Note be overdue, and neither the
Company, the Trustee nor any agent shall be affected by notice to the contrary.

            THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK.

            Interest on this Note shall be computed on the basis of a 360-day
year of twelve 30-day months.

            All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
<PAGE>   120
                                       A-8


                             FORM OF TRANSFER NOTICE


            FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s),
assign(s) and transfer(s) unto

Insert Taxpayer Identification No.

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

--------------------------------------------------------------------------------
please print or typewrite name and address including zip code of assignee

--------------------------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing

--------------------------------------------------------------------------------
attorney to transfer said Note on the books of the Company with full power of
substitution in the premises.


Your Signature:
               ----------------------------------------------------------------
              (sign exactly as your name appears on the other side of this Note)

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

                  Signatures must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Note Registrar, which requirements
include membership or participation in the Security Transfer Agent Medallion
Program ("STAMP") or such other "signature guarantee program" as may be
determined by the Note Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Exchange Act.
<PAGE>   121
                                       A-9


                     [THE FOLLOWING PROVISION TO BE INCLUDED
                         ON NOTES OTHER THAN NEW NOTES,
                      UNLEGENDED OFFSHORE GLOBAL NOTES AND
                       UNLEGENDED OFFSHORE PHYSICAL NOTES]


            In connection with any transfer of this Note occurring prior to (i)
the date that is the earlier of the date of an effective Registration Statement
or (ii) the end of the period referred to in Rule 144(k) under the Securities
Act, the undersigned confirms that without utilizing any general solicitation or
general advertising that:

                                   [Check One]

[ ] (a)           this Note is being transferred in compliance with the
                  exemption from registration under the Securities Act of 1933,
                  as amended, provided by Rule 144A thereunder.

                                       or

[ ] (b)           this Note is being transferred other than in accordance
                  with (a) above and documents are being furnished that comply
                  with the conditions of transfer set forth in this Note and the
                  Indenture.

If none of the foregoing boxes is checked, the Trustee or other Note Registrar
shall not be obligated to register this Note in the name of any Person other
than the Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 307 of the Indenture shall have
been satisfied.

Date:  
      --------------------          -------------------------------------------
                                           
                                    NOTICE:     The signature to this assignment
                                                must correspond with the name as
                                                written upon the face of the
                                                within-mentioned instrument in
                                                every particular, without
                                                alteration or any change
                                                whatsoever.

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

            Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Note Registrar, which requirements include
membership or participation in the Security Transfer Agent Medallion Program
("STAMP") or such other "signature guarantee program" as may be determined by
the Note Registrar in addition to, or in substitution for, STAMP, all in
accordance with the Exchange Act.
<PAGE>   122
                                      A-10

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

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


Dated:                                                                         
       ----------------------       -------------------------------------------
                                    NOTICE:     To be executed by an executive
                                                officer, general partner or
                                                similar representative
<PAGE>   123
                                      A-11

                       OPTION OF HOLDER TO ELECT PURCHASE

            If you wish to have this Note purchased by the Company pursuant to
Section 1011 of the Indenture, check the Box: [ ].

                If you wish to have a portion of this Note purchased by the
Company pursuant to Section 1012 of the Indenture, state the amount (in original
principal amount) below:

                                   $---------------------.


Date:                                                      
    ---------------------------
Your Signature:                                                               
               ---------------------------------------------------
(Sign exactly as your name appears on the other side of this Note)

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

            Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Note Registrar, which requirements include
membership or participation in the Security Transfer Agent Medallion Program
("STAMP") or such other "signature guarantee program" as may be determined by
the Note Registrar in addition to, or in substitution for, STAMP, all in
accordance with the Exchange Act.
<PAGE>   124
                                                                       EXHIBIT B

                               Form of Certificate



THE BANK OF NEW YORK 
101 Barclay Street 
Floor 21 West 
New York, NY 10286
Attention: Corporate Trust Department

                Re: Citadel Broadcasting Company (the "Company")
             9 1/4% Senior Subordinated Notes due 2008 (the "Notes")

Dear Sirs:

        This letter relates to U.S. $        principal amount of Notes 
represented by a Note (the "Legended Note") which bears a legend outlining
restrictions upon transfer of such Legended Note. Pursuant to Section 202 of the
Indenture dated as of November 19, 1998 (the "Indenture") relating to the Notes,
we hereby certify that we are (or we will hold such securities on behalf of) a
person outside the United States to whom the Notes could be transferred in
accordance with Rule 904 of Regulation S promulgated under the U.S. Securities
Act of 1933. Accordingly, you are hereby requested to exchange the legended
certificate for an unlegended certificate representing an identical principal
amount of Notes, all in the manner provided for in the Indenture.

        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. Terms used in this certificate have the
meanings set forth in Regulation S.

                                          Very truly yours,

                                          [Name of Holder]


                                          By:
                                             ---------------------------------
                                                Authorized Signature
<PAGE>   125
                                                                       EXHIBIT C

                Form of Certificate to Be Delivered in Connection
          with Transfers to Non-QIB Institutional Accredited Investors

Citadel Broadcasting Company
140 South Ash Avenue
Tempe, Arizona  85281

Prudential Securities Incorporated
BT Alex. Brown Incorporated
c/o Prudential Securities Incorporated
One New York Plaza
New York, New York  10292

Ladies and Gentlemen:

            In connection with our proposed purchase of $        aggregate 
principal amount of 9 1/4% Senior Subordinated Notes due 2008 (the "Notes") of
Citadel Broadcasting Company (the "Company"):

                  1.       We hereby confirm that:

                           (i) we are an "accredited investor" within the
                  meaning of Rule 501(a)(1), (2), (3) or (7) under the
                  Securities Act of 1933, as amended (the "Securities Act"), or
                  an entity in which all of the equity owners are accredited
                  investors within the meaning of Rule 501(a)(1), (2), (3) or
                  (7) under the Securities Act (an "Institutional Accredited
                  Investor");

                           (ii) any purchase of the Notes by us will be for our
                  own account or for the account of one or more other
                  Institutional Accredited Investors;

                           (iii) in the event that we purchase any of the Notes,
                  we will acquire Notes having a minimum purchase price of not
                  less than $100,000 for our own account or for any separate
                  account for which we are acting;

                           (iv) we have such knowledge and experience in
                  financial and business matters that we are capable of
                  evaluating the merits and risks of purchasing the Notes;

                           (v) we are not acquiring the Notes with a view to any
                  distribution thereof in a transaction that would violate the
                  Securities Act or the securities laws of any State of the
                  United States or any other applicable jurisdictions, provided
                  that the disposition of our property and the property of any
                  accounts for which we are acting as fiduciary shall remain at
                  all times within our control; and

                           (vi) we have had access to such financial and other
                  information, and have been afforded the opportunity to ask
                  such questions of representatives of the
<PAGE>   126
                                       C-2

                  Company and receive answers thereto, as we deem necessary in
                  connection with our decision to purchase the Notes.

                  2. We understand that the Notes are being offered in a
         transaction not involving any public offering within the meaning of the
         Securities Act and that the Notes have not been registered under the
         Securities Act, and we agree, on our own behalf and on behalf of each
         account for which we acquire any Notes, that such Notes may be offered,
         resold, pledged or otherwise transferred only (i) to a person whom we
         reasonably believe to be a qualified institutional buyer (as defined in
         Rule 144A under the Securities Act) in a transaction meeting the
         requirements of Rule 144A, in a transaction meeting the requirements of
         Rule 144 under the Securities Act or in accordance with another
         exemption from the registration requirements of the Securities Act (and
         based upon an opinion of counsel if the Company so requests), (ii) to
         the Company or (iii) pursuant to an effective registration statement
         under the Securities Act, and, in each case, in accordance with any
         applicable securities laws of any State of the United States or any
         other applicable jurisdiction. We understand that the registrar and
         transfer agent will not be required to accept for registration of
         transfer any Notes, except upon presentation of evidence satisfactory
         to the Company as applicable, that the foregoing restrictions on
         transfer have been complied with. We further understand that the Notes
         will be in the form of definitive physical certificates and that any
         such certificates will bear a legend reflecting the substance of this
         paragraph.
<PAGE>   127
                                       C-3

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

                                     Very truly yours,


                                     By:
                                        (NAME OF PURCHASER)


                                     Date:



            Upon transfer, the Notes should be registered in the name of the new
beneficial owner as follows:


Name:

Address:

Taxpayer ID Number:
<PAGE>   128
                                                                       EXHIBIT D

                     Form of Certificate to Be Delivered in
               Connection with Transfers Pursuant to Regulation S


THE BANK OF NEW YORK 
101 Barclay Street 
Floor 21 West 
New York, NY 10286
Attention:  Corporate Trust Department

                Re: Citadel Broadcasting Company (the "Company")
             9 1/4% Senior Subordinated Notes due 2008 (the "Notes")


Dear Sirs:

            In connection with our proposed sale of U.S.$             aggregate 
principal amount [at maturity] of the Notes, we confirm that such sale has been
effected pursuant to and in accordance with Regulation S under the Securities
Act of 1933 and, accordingly, we represent that:

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

            (2) at the time the buy order was originated, the transferee was
        outside the United States or we and any person acting on our behalf
        reasonably believed that the transferee was outside the United States;

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

            (4) the transaction is not part of a plan or scheme to evade the
        registration requirements of the U.S. Securities Act of 1933.

            You and the Company are entitled to rely upon this letter and are
irrevocably
<PAGE>   129
                                       D-2

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. Terms used in this certificate have the meanings set
forth in Regulation S.

                                              Very truly yours,

                                              [Name of Transferor]


                                              By:
                                                 ------------------------------
                                                 Authorized Signature