<PAGE>
                                                                   EXHIBIT 10.27

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


                             YOUNG BROADCASTING INC.

                                   As Issuer,

                             THE INITIAL GUARANTORS

                                  named herein

                                       AND

                           FIRST UNION NATIONAL BANK,

                                   as Trustee

                                    INDENTURE

                          Dated as of December 7, 2001

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

                                  $250,000,000

                     8 1/2 % SENIOR NOTES DUE 2008, SERIES A
                     8 1/2 % SENIOR NOTES DUE 2008, SERIES B

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

<PAGE>

                              CROSS-REFERENCE TABLE

Trust Indenture

  Act Section                                                  Indenture Section
---------------                                                -----------------

  310(a)(1) ........................................................ 7.10
     (a)(2) ........................................................ 7.10
     (a)(3) ........................................................ N.A.**
     (a)(4) ........................................................ N.A.
     (a)(5) ........................................................ 7.10
     (b) ........................................................... 7.10
     (c) ........................................................... N.A.
  311(a) ........................................................... 7.11
     (b) ........................................................... 7.11
     (c) ........................................................... N.A.
  312(a) ........................................................... 2.05
     (b) ........................................................... 12.03
     (c) ........................................................... 12.03
  313(a) ........................................................... 7.06
     (b)(1) ........................................................ N.A.
     (b)(2) ........................................................ 7.06
     (c) ........................................................... 7.06; 12.02
     (d) ........................................................... 7.06
  314(a) ........................................................... 4.02; 12.02
     (b) ........................................................... N.A.
     (c)(1) ........................................................ 12.04
     (c)(2) ........................................................ 12.04
     (c)(3) ........................................................ N.A.
     (d) ........................................................... N.A.
     (e) ........................................................... 12.05
     (f) ........................................................... N.A.
  315(a) ........................................................... 7.01
     (b) ........................................................... 7.05
     (c) ........................................................... 7.01
     (d) ........................................................... 7.01
     (e) ........................................................... 6.11
  316(a)(last sentence) ............................................ 2.09
     (a)(1)(A) ..................................................... 6.05
     (a)(1)(B) ..................................................... 6.04
     (a)(2) ........................................................ N.A.
     (b) ........................................................... 6.04;6.07
  317(a)(1) ........................................................ 6.08
     (a)(2) ........................................................ 6.09
     (b) ........................................................... 2.04
  318(a) ........................................................... 12.01
-----------------------
*        This Cross-Reference Table is not part of the Indenture.
**       Not applicable.



<PAGE>

                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----
                                   ARTICLE I

                         DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

SECTION 1.01.  Definitions. ...............................................  1
SECTION 1.02.  Other Definitions. ......................................... 17
SECTION 1.03.  Incorporation by Reference of TIA. ......................... 18
SECTION 1.04.  Rules of Construction. ..................................... 18

                                   ARTICLE II

                                   THE NOTES

SECTION 2.01.  Form and Dating. ........................................... 18
SECTION 2.02.  Execution and Authentication. .............................. 19
SECTION 2.03.  Registrar and Paying Agent. ................................ 20
SECTION 2.04.  Paying Agent to Hold Money in Trust. ....................... 20
SECTION 2.05.  Holder Lists. .............................................. 21
SECTION 2.06.  Transfer and Exchange. ..................................... 21
SECTION 2.07.  Replacement Notes. ......................................... 22
SECTION 2.08.  Outstanding Notes. ......................................... 22
SECTION 2.09.  Treasury Notes. ............................................ 22
SECTION 2.10.  Temporary Notes. ........................................... 23
SECTION 2.11.  Cancellation. .............................................. 23
SECTION 2.12.  Defaulted Interest. ........................................ 23
SECTION 2.13.  Record Date. ............................................... 24
SECTION 2.14.  CUSIP Number. .............................................. 24
SECTION 2.15.  Book-Entry Provisions for Global Notes. .................... 24
SECTION 2.16.  Special Transfer Provisions. ............................... 25

                                  ARTICLE III

                       REDEMPTIONS AND OFFERS TO PURCHASE

SECTION 3.01.  Notice to Trustee. ......................................... 27
SECTION 3.02.  Selection of Notes to Be Redeemed or Purchased. ............ 28
SECTION 3.03.  Notice of Redemption. ...................................... 29
SECTION 3.04.  Effect of Notice of Redemption. ............................ 29






                                      -i-

<PAGE>
                                                                           Page
                                                                           ----

SECTION 3.05.  Deposit of Redemption Price. ............................... 29
SECTION 3.06.  Notes Redeemed in Part. .................................... 30
SECTION 3.07.  Redemption Provisions. ..................................... 30
SECTION 3.08.  Procedures Relating to Mandatory Offers. ................... 31

                                   ARTICLE IV

                                   COVENANTS

SECTION 4.01.  Payment of Principal, Premium, and Interest. ............... 32
SECTION 4.02.  Reports. ................................................... 32
SECTION 4.03.  Compliance Certificate. .................................... 33
SECTION 4.04.  Stay, Extension and Usury Laws. ............................ 33
SECTION 4.05.  Limitation on Restricted Payments. ......................... 34
SECTION 4.06.  Corporate Existence. ....................................... 35
SECTION 4.07.  Limitation on Incurrence of Indebtedness and
                   Issuance of Disqualified Stock. ........................ 35
SECTION 4.08.  Limitation on Transactions with Affiliates. ................ 37
SECTION 4.09.  Limitation on Liens. ....................................... 38
SECTION 4.10.  Taxes. ..................................................... 38
SECTION 4.11.  Limitation on Dividends and Other Payment
                   Restrictions Affecting Restricted Subsidiaries. ........ 38
SECTION 4.12.  Maintenance of Office or Agency. ........................... 39
SECTION 4.13.  Change of Control. ......................................... 40
SECTION 4.14.  Limitation on Asset Sales. ................................. 41
SECTION 4.15.  Limitation on Guarantees of Company Indebtedness
                   by Restricted Subsidiaries. ............................ 43
SECTION 4.16.  Limitation on Subsidiary Capital Stock. .................... 43
SECTION 4.17.  Future Subsidiary Guarantors. .............................. 43
SECTION 4.18.  Limitation on Certain Transfers of Assets. ................. 43
SECTION 4.19.  Maintenance of Properties. ................................. 44
SECTION 4.20.  Maintenance of Insurance. .................................. 44

                                   ARTICLE V

                                   SUCCESSORS

SECTION 5.01.  Merger, Consolidation and Sale of Assets. .................. 44
SECTION 5.02.  Surviving Person Substituted. .............................. 46






                                      -ii-

<PAGE>
                                                                          Page
                                                                          ----
                                   ARTICLE VI

                             DEFAULTS AND REMEDIES

SECTION 6.01.  Events of Default. ........................................ 46
SECTION 6.02.  Acceleration. ............................................. 48
SECTION 6.03.  Other Remedies. ........................................... 49
SECTION 6.04.  Waiver of Past Defaults. .................................. 49
SECTION 6.05.  Control by Majority of Holders. ........................... 50
SECTION 6.06.  Limitation of Suits by Holders. ........................... 50
SECTION 6.07.  Rights of Holders to Receive Payment. ..................... 50
SECTION 6.08.  Collection Suit by Trustee. ............................... 50
SECTION 6.09.  Trustee May File Proofs of Claim. ......................... 51
SECTION 6.10.  Priorities. ............................................... 51
SECTION 6.11.  Undertaking for Costs. .................................... 52

                                  ARTICLE VII

                                    TRUSTEE

SECTION 7.01.  Duties of Trustee. ........................................ 52
SECTION 7.02.  Rights of Trustee. ........................................ 53
SECTION 7.03.  Individual Rights of Trustee. ............................. 54
SECTION 7.04.  Trustee's Disclaimer. ..................................... 54
SECTION 7.05.  Notice to Holders of Defaults and Events of Default. ...... 54
SECTION 7.06.  Reports by Trustee to Holders. ............................ 54
SECTION 7.07.  Compensation and Indemnity. ............................... 55
SECTION 7.08.  Replacement of Trustee. ................................... 56
SECTION 7.09.  Successor Trustee by Merger, Etc. ......................... 57
SECTION 7.10.  Eligibility; Disqualification. ............................ 57
SECTION 7.11.  Preferential Collection of Claims Against Company. ........ 57

                                  ARTICLE VIII

                             DISCHARGE OF INDENTURE

SECTION 8.01.  Discharge of Liability on Notes; Defeasance. .............. 57
SECTION 8.02.  Conditions to Defeasance. ................................. 58
SECTION 8.03.  Application of Trust Money. ............................... 59
SECTION 8.04.  Repayment to Company. ..................................... 59
SECTION 8.05.  Indemnity for U.S. Government Obligations. ................ 59
SECTION 8.06.  Reinstatement. ............................................ 60





                                     -iii-

<PAGE>
                                                                           Page
                                                                           ----
                                   ARTICLE IX

                                   AMENDMENTS

SECTION 9.01.  Amendments and Supplements Permitted Without
                   Consent of Holders. .................................... 60
SECTION 9.02.  Amendments and Supplements Requiring Consent
                   of Holders. ............................................ 61
SECTION 9.03.  Compliance with TIA. ....................................... 62
SECTION 9.04.  Revocation and Effect of Consents. ......................... 62
SECTION 9.05.  Notation on or Exchange of Notes. .......................... 62
SECTION 9.06.  Trustee Protected. ......................................... 63

                                   ARTICLE X

                                    SECURITY

SECTION 10.01. Security. .................................................. 63

                                   ARTICLE XI

                               INITIAL GUARANTEES

SECTION 11.01. Initial Guarantees. ........................................ 65
SECTION 11.02. Trustee to Include Paying Agents. .......................... 66
SECTION 11.03. Limits on Initial Guarantees. .............................. 66
SECTION 11.04. Execution of Initial Guarantee. ............................ 67
SECTION 11.05. Release of Initial Guarantor. .............................. 67

                                  ARTICLE XII

                                 MISCELLANEOUS

SECTION 12.01. Trust Indenture Act Controls. .............................. 68
SECTION 12.02. Notices. ................................................... 68
SECTION 12.03. Communication by Holders with Other Holders. ............... 69
SECTION 12.04. Certificate and Opinion as to Conditions Precedent. ........ 69
SECTION 12.05. Statements Required in Certificate or Opinion. ............. 70
SECTION 12.06. Rules by Trustee and Agents. ............................... 70
SECTION 12.07. Legal Holidays. ............................................ 70
SECTION 12.08. No Recourse Against Others. ................................ 70
SECTION 12.09. Counterparts. .............................................. 70
SECTION 12.10. Initial Appointments, Compliance Certificates. ............. 71






                                      -iv-

<PAGE>
                                                                           Page
                                                                           ----

SECTION 12.11.   Governing Law. ........................................... 71
SECTION 12.12.   No Adverse Interpretation of Other Agreements. ........... 71
SECTION 12.13.   Successors. .............................................. 71
SECTION 12.14.   Severability. ............................................ 71
SECTION 12.15.   Table of Contents, Headings, Etc. ........................ 71


EXHIBITS

Exhibit A-1   Form of Series A Note
Exhibit A-2   Form of Series B Note
Exhibit B     Form of Legend for Book-Entry Notes
Exhibit C     Form of Certificate of Transfer
              (Non-QIB Accredited Investors)
Exhibit D     Form of Certificate of Transfer (Regulation S)






                                      -v-

<PAGE>


                  THIS INDENTURE, dated as of December 7, 2001, is by and among
(i) Young Broadcasting Inc. (the "Company"), as issuer of the 8 1/2% Senior
Notes due 2008 (the "Notes"), (ii) Young Broadcasting of Albany, Inc., Young
Broadcasting of Lansing, Inc., Winnebago Television Corporation, Young
Broadcasting of Nashville, Inc., YBT, Inc., WKRN, G.P., Young Broadcasting of
Louisiana, Inc., LAT, Inc., KLFY, L.P., Young Broadcasting of Richmond, Inc.,
Young Broadcasting of Green Bay, Inc., Young Broadcasting of Knoxville, Inc.,
Young Broadcasting of San Francisco, Inc., WATE, G.P., YBK, Inc., Young
Broadcasting of Davenport, Inc., Young Broadcasting of Sioux Falls, Inc., Young
Broadcasting of Rapid City, Inc., Young Broadcasting of Los Angeles, Inc.,
Fidelity Television, Inc., Honey Bucket Films, Inc. and Adam Young Inc., as
guarantors of the Company's obligations under this Indenture and the Notes (each
an "Initial Guarantor"), and (iii) First Union National Bank, as trustee (the
"Trustee").

                  The Company, each Initial Guarantor and the Trustee agree as
follows for the benefit of each other and for the equal and ratable benefit of
the holders of the Notes:

                                    ARTICLE I

                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE


SECTION 1.01.        Definitions.
                     -----------

                  "Acquired Debt" means, with respect to any specified Person,
Indebtedness of any other Person (the "Acquired Person") existing at the time
the Acquired Person merges with or into, or becomes a Subsidiary of, such
specified Person, including Indebtedness incurred in connection with, or in
contemplation of, the Acquired Person merging with or into, or becoming a
Subsidiary of, such specified Person.

                  "Additional Assets" means any property or assets (other than
Indebtedness) used or useful in the television broadcast business, including all
of the Capital Stock of an entity owning such property or assets.

                  "Additional Guarantee" means any guarantee of the Company's
obligations under this Indenture and the Notes after the Issue Date pursuant to
Section 4.15.

                  "Additional Guarantor" means any Subsidiary of the Company
that guarantees the Company's obligations under this Indenture and the Notes
after the Issue Date pursuant to Section 4.15 or Section 4.18.

                  "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

<PAGE>

                                      -2-

with such specified Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with") of any Person means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
or policies of such Person, whether through the ownership of voting securities,
by agreement or otherwise.

                  "Agent" means any Registrar, Paying Agent, or co-registrar.

                  "Asset Sale" means (i) any sale, lease, conveyance or other
disposition by the Company or any Restricted Subsidiary of any assets (including
by way of a sale-and-leaseback) other than in the ordinary course of business
(provided that the sale, lease, conveyance or other disposition of all or
substantially all of the assets of the Company shall not be an "Asset Sale" but
instead shall be governed by the provisions of Section 5.01), or (ii) the
issuance or sale of Capital Stock of any Restricted Subsidiary, in each case,
whether in a single transaction or a series of related transactions, to any
Person (other than to the Company or a Wholly-Owned Restricted Subsidiary) for
Net Proceeds in excess of $1,000,000.

                  "Bankruptcy Law" means Title 11, United States Bankruptcy Code
of 1978, as amended, or any similar United States federal or state 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.

                  "Board of Directors" means the Company's board of directors or
any authorized committee of such board of directors.

                  "Board Resolution" means a copy of one or more resolutions,
certified by the secretary or an assistant secretary of the Company to have been
duly adopted by the Board of Directors and to be in full force and effect on the
date of such certification, delivered to the Trustee.

                  "Business Day" means any day other than a Legal Holiday.

                  "Capital Lease Obligation" of any Person means, at the time
any determination thereof is to be made, the amount of the liability in respect
of a capital lease for property leased by such Person that would at such time be
required to be capitalized on the balance sheet of such Person in accordance
with GAAP.

                  "Capital Stock" of any Person means any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) corporate stock or other
equity participations, including partnership interests, whether general or
limited, of such Person, including any Preferred Stock.

<PAGE>
                                      -3-

                  "Cash Equivalents" means (a) securities with maturities of one
year or less from the date of acquisition, issued, fully guaranteed or insured
by the United States Government or any agency thereof, (b) certificates of
deposit, time deposits, overnight bank deposits, bankers' acceptances and
repurchase agreements issued by a Qualified Issuer having maturities of 270 days
or less from the date of acquisition, (c) commercial paper of an issuer rated at
least A-2 by Standard & Poor's Corporation or P-2 by Moody's Investors Service,
Inc., or carrying an equivalent rating by a nationally recognized rating agency
if both of the two named rating agencies cease publishing ratings of investments
and having maturities of 270 days or less from the date of acquisition, and (d)
money market accounts or funds with or issued by Qualified Issuers.

                  "Change of Control" means the occurrence of either of the
following events: (i) any "person" or "group" (as such terms are used in
Sections 13(d) and 14(d) of the Exchange Act), other than Permitted Holders, 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 shares 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 30% of the total outstanding Voting Stock of the
Company; provided that the Permitted Holders "beneficially own" (as so defined)
a lesser percentage of such Voting Stock than such other Person and do not have
the right or ability by voting power, contract or otherwise to elect or
designate for election a majority of the Board of Directors of the Company, or
(ii) during any period of two consecutive years, individuals who at the
beginning of such period constituted the Board of Directors of the Company
(together with any new directors whose election to such Board of Directors, or
whose nomination for election by the stockholders of the Company, was approved
by a vote of 66 2/3 % 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 such Board of Directors then in office.

                  "Commission" means the Securities and Exchange Commission.

                  "Company" means Young Broadcasting Inc., a Delaware
corporation, unless and until a successor replaces it in accordance with
Article V and thereafter means such successor.

                  "Consolidated Interest Expense" means, with respect to any
period, the sum of (i) the interest expense of the Company and its Restricted
Subsidiaries for such period, determined on a consolidated basis in accordance
with GAAP consistently applied, including, without limitation, (a) amortization
of debt discount, (b) the net payments, if any, under interest rate contracts
(including amortization of discounts), (c) the interest portion of any deferred
payment obligation and (d) accrued interest, plus (ii) the interest component of
the Capital

<PAGE>

                                      -4-

Lease Obligations paid, accrued and/or scheduled to be paid or accrued by the
Company during such period, and all capitalized interest of the Company and
its Restricted Subsidiaries, in each case as determined on a consolidated
basis in accordance with GAAP consistently applied.

                  "Consolidated Net Income" means, with respect to any period,
the net income (or loss) of the Company and its Restricted Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP consistently
applied, adjusted, to the extent included in calculating such net income (or
loss), by excluding, without duplication, (i) all extraordinary gains but not
losses (less all fees and expenses relating thereto), (ii) the portion of net
income (or loss) of the Company and its Restricted Subsidiaries allocable to
interests in unconsolidated Persons or Unrestricted Subsidiaries, except to the
extent of the amount of dividends or distributions actually paid to the Company
or its Restricted Subsidiaries by such other Person during such period, (iii)
net income (or loss) of any Person combined with the Company or any of its
Restricted Subsidiaries on a "pooling of interests" basis attributable to any
period prior to the date of combination, (iv) net gain but not losses (less all
fees and expenses relating thereto) in respect of dispositions of assets
(including, without limitation, pursuant to sale and leaseback transactions)
other than in the ordinary course of business, or (v) the net income of any
Restricted Subsidiary to the extent that the declaration of dividends or similar
distributions by that Restricted Subsidiary of that income to the Company is not
at the time permitted, directly or indirectly, by operation of the terms of its
charter or any agreement, instrument, judgment, decree, order, statute, rule or
governmental regulation applicable to that Restricted Subsidiary or its
stockholders.

                  "Consolidated Net Worth" means, with respect to any Person on
any date, the equity of the common and preferred stockholders of such Person and
its Restricted Subsidiaries as of such date, determined on a consolidated basis
in accordance with GAAP consistently applied.

                  "Credit Agreement" means the $600 million Credit Agreement
dated as of June 26, 2000 between the Company, the banks listed therein, Bankers
Trust Company as Administrative Agent and the other parties thereto and the $200
million Second Amended and Restated Credit Agreement dated as of June 26, 2000
between the Company, the banks listed therein, Bankers Trust Company as
Administrative Agent and Issuing Bank as each of the same may be amended,
modified, renewed, refunded, replaced or refinanced from time to time, including
(i) any related notes, letters of credit, guarantees, collateral documents,
instruments and agreements executed in connection therewith, and in each case as
amended, modified, renewed, refunded, replaced or refinanced from time to time,
and (ii) any notes, guarantees, collateral documents, instruments and agreements
executed in connection with any such amendment, modification, renewal,
refunding, replacement or refinancing.

<PAGE>
                                      -5-

                  "Corporate Trust Office" shall be at the address of the
Trustee specified in Section 12.02 or such other address as the Trustee may give
notice to the Company.

                  "Cumulative Consolidated Interest Expense" means, as of any
date of determination, Consolidated Interest Expense from October 1, 1994 to the
end of the Company's most recently ended full fiscal quarter prior to such date,
taken as a single accounting period.

                  "Cumulative Operating Cash Flow" means, as of any date of
determination, Operating Cash Flow from October 1, 1994 to the end of the
Company's most recently ended full fiscal quarter prior to such date, taken as a
single accounting period.

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

                  "Debt to Operating Cash Flow Ratio" means, with respect to any
date of determination, the ratio of (i) the aggregate principal amount of all
outstanding Indebtedness of the Company and its Restricted Subsidiaries as of
such date on a consolidated basis, plus the aggregate liquidation preference or
redemption amount of all Disqualified Stock of the Company and its Restricted
Subsidiaries (excluding any such Disqualified Stock held by the Company or its
Wholly Owned Restricted Subsidiaries), to (ii) Operating Cash Flow of the
Company and its Restricted Subsidiaries on a consolidated basis for the four
most recent full fiscal quarters ending on or immediately prior to such date,
determined on a pro forma basis after giving pro forma effect to (i) the
incurrence of such Indebtedness and (if applicable) the application of the net
proceeds therefrom, including to refinance other Indebtedness, as if such
Indebtedness was incurred, and the application of such proceeds occurred, at the
beginning of such four-quarter period; (ii) the incurrence, repayment or
retirement of any other Indebtedness by the Company and its Restricted
Subsidiaries since the first day of such four-quarter period as if such
Indebtedness was incurred, repaid or retired at the beginning of such
four-quarter period (except that, in making such computation, the amount of
Indebtedness under any revolving credit facility shall be computed based upon
the average balance of such Indebtedness at the end of each month during such
four-quarter period); (iii) in the case of Acquired Debt, the related
acquisition as if such acquisition had occurred at the beginning of such
four-quarter period; and (iv) any acquisition or disposition by the Company and
its Restricted Subsidiaries of any company or any business or any assets out of
the ordinary course of business, or any related repayment of Indebtedness, in
each case since the first day of such four-quarter period, assuming such
acquisition or disposition had been consummated on the first day of such
four-quarter period.

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

<PAGE>
                                      -6-

                  "Disposition" means, with respect to any Person, any merger,
consolidation or other business combination involving such Person (whether or
not such Person is the Surviving Person) or the sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of such
Person's assets.

                  "Disqualified Stock" means any Capital Stock that, by its
terms (or by the terms of any security into which it is convertible or for which
it is exchangeable), or upon the happening of any event, matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
is redeemable at the option of the holder thereof (other than upon a change of
control of the Company in circumstances where the holders of the Notes would
have similar rights), in whole or in part on or prior to the stated maturity of
the Notes.

                  "Dollars" and "$" means lawful money of the United States of
America.

                  "Escrow Account" means an account established with the Escrow
Agent by the Trustee pursuant to the terms of the Escrow Agreement.

                  "Escrow Agent" means First Union National Bank, as Escrow
Agent under the Escrow Agreement, or any successor thereto appointed pursuant to
such Agreement.

                  "Escrow Agreement" means the Escrow Agreement dated as of the
date hereof, by and among the Escrow Agent, the Trustee and the Company,
governing the disbursement of funds in the Escrow Account.

                  "Escrow Amount" means the $41,057,778.20 to be deposited into
the Escrow Account on the Issue Date.

                  "Escrow Collateral" means the Escrow Account and assets held
therein pledged pursuant to the Escrow Agreement.

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

                  "Existing Subordinated Notes" means each of the Company's
8-3/4% Senior Subordinated Notes due 2007, 9% Senior Subordinated Notes due 2006
and 10% Senior Subordinated Notes due 2011.

                  "Existing Subordinated Notes Indentures" means the indentures
governing the Existing Subordinated Notes.

                  "Film Contracts" means contracts with suppliers that convey
the right to broadcast specified films, videotape motion pictures, syndicated
television programs or sports or other programming.

<PAGE>
                                      -7-

                  "Final Memorandum" means the Final Offering Memorandum of the
Company and the Initial Guarantors, dated November 30, 2001, which describes the
Notes.

                  "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as have been approved by a significant segment
of the accounting profession, which are in effect on the Issue Date.

                  "Global Note" means a Note evidencing all or a part of the
Notes issued to the Depository in accordance with Section 2.01 and bearing the
legend prescribed in Exhibit B.

                  "Guarantee" means a guarantee (other than by endorsement of
negotiable instruments for collection in the ordinary course of business),
direct or indirect, in any manner (including, without limitation, letters of
credit and reimbursement agreements in respect thereof), of all or any part of
any Indebtedness.

                  "Holder" means any person in whose name a Note is registered.

                  "Indebtedness" means, with respect to any Person, without
duplication, and whether or not contingent, (i) all indebtedness of such Person
for borrowed money or for the deferred purchase price of property or services or
which is evidenced by a note, bond, debenture or similar instrument, (ii) all
Capital Lease Obligations of such Person, (iii) all obligations of such Person
in respect of letters of credit or bankers' acceptances issued or created for
the account of such Person, (iv) all Interest Rate Agreement Obligations of such
Person, (v) all liabilities secured by any Lien on any property owned by such
Person even if such Person has not assumed or otherwise become liable for the
payment thereof to the extent of the value of the property subject to such Lien,
(vi) all obligations to purchase, redeem, retire, or otherwise acquire for value
any Capital Stock of such Person, or any warrants, rights or options to acquire
such Capital Stock, now or hereafter outstanding, (vii) to the extent not
included in (vi), all Disqualified Stock issued by such Person, valued at the
greater of its voluntary or involuntary maximum fixed repurchase price plus
accrued and unpaid dividends thereon, and (viii) to the extent not otherwise
included, any guarantee by such Person of any other Person's indebtedness or
other obligations described in clauses (i) through (vii) above. "Indebtedness"
of the Company and the Restricted Subsidiaries shall not include current trade
payables incurred in the ordinary course of business and payable in accordance
with customary practices, and non-interest bearing installment obligations and
accrued liabilities incurred in the ordinary course of business which are not
more than 90 days past due. For purposes hereof, the "maximum fixed repurchase
price" of any Disqualified Stock which 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 purchased on any date on which Indebtedness
shall be required to be determined pursuant to this Indenture, and if such price
is based upon, or

<PAGE>

                                      -8-

measured by the fair market value of, such Disqualified Stock, such fair market
value is to be determined in good faith by the board of directors of the issuer
of such Disqualified Stock.

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

                  "Independent Director" means a director of the Company other
than a director (i) who (apart from being a director of the Company or any
Subsidiary) is an employee, associate or Affiliate of the Company or a
Subsidiary or has held any such position during the previous five years, or (ii)
who is a director, employee, associate or Affiliate of another party to the
transaction in question.

                  "Initial Guarantees" means the guarantees of the Company's
obligations under this Indenture and the Notes by the Initial Guarantors.

                  "Initial Guarantors" means (i) Young Broadcasting of Albany,
Inc., a Delaware corporation, (ii) Young Broadcasting of Lansing, Inc.,
a Michigan corporation, (iii) Winnebago Television Corporation, an Illinois
corporation, (iv) Young Broadcasting of Nashville, Inc., a Delaware corporation,
(v) YBT, Inc., a Delaware corporation, (vi) WKRN, G.P., a Delaware general
partnership, (vii) Young Broadcasting of Louisiana, Inc., a Delaware
corporation, (viii) LAT, Inc., a Delaware corporation, (ix) KLFY, L.P., a
Delaware limited partnership, (x) Young Broadcasting of Richmond, Inc., a
Delaware corporation, (xi) Young Broadcasting of Green Bay, Inc., a Delaware
corporation, (xii) Young Broadcasting of Knoxville, Inc., a Delaware
corporation, (xiii) WATE, G.P., a Delaware general partnership, (xiv) YBK,
Inc. a Delaware corporation, (xv) Young Broadcasting of Davenport, Inc., a
Delaware corporation, (xvi) Young Broadcasting of Sioux Falls, Inc., a Delaware
corporation, (xvii) Young Broadcasting of Rapid City, Inc., a Delaware
corporation, (xviii) Young Broadcasting of Los Angeles, Inc., a Delaware
corporation, (xix) Young Broadcasting of San Francisco, Inc., a Delaware
corporation, (xx) Honey Bucket Films, Inc., a Delaware corporation, (xxi) Adam
Young Inc., a Delaware corporation, and (xxii) Fidelity Television, Inc.,
a California corporation.

                  "Initial Purchasers" means Deutsche Banc Alex. Brown Inc.,
First Union Securities, Inc. and CIBC World Markets Corp.

                  "Institutional Accredited Investor" means an institution that
is an "accredited investor" as that term is defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act.

                  "Interest Rate Agreement Obligations" means, with respect to
any Person, the Obligations of such Person under (i) interest rate swap
agreements, interest rate cap agreements and interest rate collar agreements,
and (ii) other agreements or arrangements designed to protect such Person
against fluctuations in interest rates.

<PAGE>
                                      -9-

                  "Investments" means, with respect to any Person, all
investments by such Person in other Persons (including Affiliates of such
Person) in the form of loans, Guarantees, advances or capital contributions
(excluding commission, travel and similar advances to officers and employees
made in the ordinary course of business), purchases or other acquisitions for
consideration of Indebtedness, Capital Stock or other securities and all other
items that are or would be classified as investments on a balance sheet prepared
in accordance with GAAP.

                  "Issue" means create, issue, assume, guarantee, incur or
otherwise become, directly or indirectly, liable for any Indebtedness or Capital
Stock, as applicable; provided, however, that any Indebtedness or Capital Stock
of a Person existing at the time such Person becomes a Restricted Subsidiary
(whether by designation, merger, consolidation, acquisition or otherwise) shall
be deemed to be issued by such Restricted Subsidiary at the time it becomes a
Restricted Subsidiary. For this definition, the terms " issuing, issuer,
"issuance" and "issued" have meanings correlative to the foregoing.

                  "Issue Date" means the date of original issuance of the Notes.

                  "Legal Holiday" means a Saturday, a Sunday or a day on which
banking institutions in the City of New York or in the city in which the
designated corporate trust office of the Trustee is located are not required to
be open.

                  "Lien" means, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of such
asset, whether or not filed, recorded or otherwise perfected under applicable
law (including any conditional sale or other title retention agreement, any
lease in the nature thereof, any option or other agreement to sell or give a
security interest in any asset and any filing of, or agreement to give, any
financing statement under the Uniform Commercial Code (or equivalent statutes)
of any jurisdiction.

                  "Net Proceeds" means, with respect to any Asset Sale by any
Person, the aggregate cash proceeds received by such Person and/or its
Affiliates in respect of such Asset Sale, which amount is equal to the excess,
if any, of (i) the cash received by such Person and/or its Affiliates (including
any cash payments received by way of deferred payment pursuant to, or
monetization of, a note or installment receivable or otherwise, but only as and
when received) in connection with such Asset Sale, over (ii) the sum of (a) the
amount of any Indebtedness that is secured by such asset and which is required
to be repaid by such Person in connection with such Asset Sale, plus (b) all
fees, commissions and other expenses incurred by such Person in connection with
such Asset Sale, plus (c) provision for taxes, including income taxes,
attributable to the Asset Sale or attributable to required prepayments or
repayments of Indebtedness with the proceeds of such Asset Sale, plus (d) a
reasonable reserve for the after-tax cost of any indemnification payments (fixed
or contingent) attributable to seller's indemnities to purchaser in respect of
such Asset Sale undertaken by the Company or any of its Restricted Subsidiaries
in connection with such Asset Sale plus (e) if such Person is a Re-

<PAGE>

                                      -10-

stricted Subsidiary, any dividends or distributions payable to holders of
minority interests in such Restricted Subsidiary from the proceeds of such Asset
Sale.

                  "Notes" means the Series A Notes and Series B Notes as amended
or supplemented from time to time in accordance with the terms hereof that are
issued pursuant to this Indenture.

                  "Obligations" means any principal, interest (including,
without limitation, Post-Petition Interest), penalties, fees, indemnifications,
reimbursement obligations, damages and other liabilities payable under the
documentation governing any Indebtedness.

                  "Offer" means a Change of Control Offer made pursuant to
Section 4.13 or an Asset Sale Offer made pursuant to Section 4.14.


                  "Officer" means, with respect to any Person, the Chairman, the
President, the Treasurer, any Assistant Treasurer, the Controller, the
Secretary, any Assistant Secretary or any Vice-President of such Person.

                  "Officers' Certificate" means a certificate signed by two
Officers of the Company.

                  "Offshore Physical Notes" has the meaning set forth in Section
2.01.

                  "Operating Cash Flow" means, with respect to any period, the
Consolidated Net Income of the Company and its Restricted Subsidiaries for such
period, plus (i) extraordinary net losses and net losses realized on any sale of
assets during such period, to the extent such losses were deducted in computing
Consolidated Net Income, plus (ii) provision for taxes based on income or
profits, to the extent such provision for taxes was included in computing such
Consolidated Net Income, and any provision for taxes utilized in computing the
net losses under clause (i) hereof, plus (iii) Consolidated Interest Expense of
the Company and its Restricted Subsidiaries for such period, plus (iv)
depreciation, amortization and all other non-cash charges, to the extent such
depreciation, amortization and other non-cash charges were deducted in computing
such Consolidated Net Income (including amortization of goodwill and other
intangibles, including Film Contracts and write-downs of Film Contracts), minus
(v) any cash payments contractually required to be made with respect to Film
Contracts (to the extent not previously included in computing such Consolidated
Net Income).

                  "Opinion of Counsel" means a written opinion in form and
substance satisfactory to, and from legal counsel acceptable to, the Trustee
(such counsel may be an employee of or counsel to the Company or the Trustee).

<PAGE>
                                      -11-

                  "Permitted Holders" means (i) any of Adam Young or Vincent
Young; (ii) the spouse, ancestors, siblings, descendants (including children or
grandchildren by adoption) of any such siblings or the spouse of any of the
Persons described in clause (i); (iii) in the event of the incompetence or death
of any of the Persons described in clauses (i) and (ii), such Person's estate,
executor, administrator, committee or other personal representative, in each
case who at any particular date shall beneficially own or have the right to
acquire, directly or indirectly, Capital Stock of the Company; (iv) any trusts
created for the benefit of the Persons described in clause (i), (ii) or (iii) or
any trust for the benefit of any such trust; or (v) any Person controlled by any
of the Persons described in clause (i), (ii), (iii), or (iv). For purposes of
this definition, "control," as used with respect to any Person, shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through
ownership of voting securities or by contract or otherwise.

                  "Permitted Investments" means (i) any Investment in the
Company or any Wholly Owned Restricted Subsidiary; (ii) any Investments in Cash
Equivalents; (iii) any Investment in a Person (an "Acquired Person") if, as a
result of such Investment, (a) the Acquired Person becomes a Wholly Owned
Restricted Subsidiary of the Company, or (b) the Acquired Person either (1) is
merged, consolidated or amalgamated with or into the Company or one of its
Wholly Owned Restricted Subsidiaries and the Company or such Wholly Owned
Restricted Subsidiary is the Surviving Person, or (2) transfers or conveys
substantially all of its assets to, or is liquidated into, the Company or one of
its Wholly Owned Restricted Subsidiaries; (iv) Investments in accounts and notes
receivable acquired in the ordinary course of business; (v) notes from employees
issued to the Company representing (x) loans for the payment of the exercise
price of options to purchase Capital Stock of the Company or (y) loans to
satisfy federal income tax withholding requirements relating to the issuance of
Capital Stock of the Company pursuant to the Company's Incentive Stock Grant
Program, in an aggregate amount not to exceed $2,000,000 outstanding at any one
time; (vi) any securities received in connection with an Asset Sale that
complies with Section 4.14; (vii) Interest Rate Agreement Obligations permitted
pursuant to Section 4.07(b); (viii) any Guarantee issued by any Subsidiary of
the Company in respect of Indebtedness under the Credit Agreement and any
Subsidiary Guarantee; and (ix) any other Investments that do not exceed
$15,000,000 in amount in the aggregate at any one time outstanding.

                  "Permitted Liens" means (i) Liens on assets or property of the
Company or any Restricted Subsidiary that secure Indebtedness of the Company or
any Restricted Subsidiary under the Credit Agreement, in each case in which such
Indebtedness is permitted under the provisions of Section 4.07 and provided that
the provisions described under Section 4.15 are complied with; (ii) Liens
securing Indebtedness of a Person existing at the time that such Person is
merged into or consolidated with the Company or a Restricted Subsidiary;
provided that such Liens were in existence prior to the contemplation of such
merger or consolidation and do not extend to any assets other than those of such
Person; (iii) Liens on property acquired by

<PAGE>

                                      -12-

the Company or a Restricted Subsidiary; provided that such Liens were in
existence prior to the contemplation of such acquisition and do not extend to
any other property; (iv) Liens arising from Capital Lease Obligations permitted
under this Indenture; (v) Liens arising from Purchase Money Indebtedness
permitted under this Indenture; (vi) Liens in respect of Interest Rate Agreement
Obligations permitted under this Indenture; (vii) Liens in favor of the Company
or any Restricted Subsidiary; (viii) Liens incurred, or pledges and deposits in
connection with, workers' compensation, unemployment insurance and other social
security benefits, and leases, appeal bonds and other obligations of like nature
incurred by the Company or any Restricted Subsidiary in the ordinary course of
business; (ix) Liens imposed by law, including, without limitation, mechanics',
carriers', warehousemen's, materialmen's, suppliers' and vendors' Liens,
incurred by the Company or any Restricted Subsidiary in the ordinary course of
business; (x) Liens for ad valorem, income or property taxes or assessments and
similar charges which either are not delinquent or are being contested in good
faith by appropriate proceedings for which the Company has set aside on its
books reserves to the extent required by GAAP; and (xi) Liens created by the
Escrow Agreement.

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

                  "Physical Notes" has the meaning set forth in Section 2.01.

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

                  "Private Placement Legend" means the legend initially set
forth on the Notes in the form set forth on Exhibit A-1.

                  "Public Equity Offering" means an underwritten public offering
of Capital Stock (other than Disqualified Stock) of the Company, pursuant to an
effective registration statement filed under the Securities Act, the net
proceeds of which to the Company (after deducting any underwriting discounts and
commissions) exceed $25,000,000.

                  "Purchase Agreement" means the purchase agreement dated
November 30, 2001 by and among the Company, the Initial Guarantors and the
Initial Purchasers.

                  "Purchase Date" means (i) in the case of a Change of Control
Offer pursuant to Section 4.13, the Change of Control Purchase Date and (ii) in
the case of an Asset Sale Offer pursuant to Section 4.14, the Asset Sale Offer
Purchase Date.

<PAGE>
                                       -13-

                 "Purchase Money Indebtedness" means Indebtedness of the Company
and its Restricted Subsidiaries incurred in connection with the purchase of
property or assets for the business of the Company and its Restricted
Subsidiaries.

                 "Qualified Institutional Buyer" or "QIB" shall have the meaning
specified in Rule 144A.

                 "Qualified Issuer" means (A) any lender that is a party to the
Credit Agreement; and (B) any commercial bank (i) which has capital and surplus
in excess of $100,000,000, and (ii) the outstanding short-term debt securities
of which are rated at least A-2 by Standard & Poor's Corporation or at least P-2
by Moody's Investors Service, Inc., or carry an equivalent rating by nationally
recognized rating agency if both the two named rating agencies cease publishing
ratings of investments.

                 "Registered Exchange Offer" means the offer to exchange the
Series B Notes for all of the outstanding Series A Notes in accordance with the
Registration Rights Agreement.

                 "Registration Rights Agreement" means the Registration Rights
Agreement by and among the Company, the Initial Guarantors and the Initial
Purchaser, relating to the Notes and dated as of the Issue Date, as the same may
be amended, supplemented or modified from time to time in accordance with the
terms thereof.

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

                 "Restricted Investment" means an Investment other than a
Permitted Investment.

                 "Restricted Payment" means (i) any dividend or other
distribution declared or paid on any Capital Stock of the Company or any of its
Restricted Subsidiaries (other than dividends or distributions payable solely in
Capital Stock (other than Disqualified Stock) of the Company or such Restricted
Subsidiary or dividends or distributions payable to the Company or any Wholly
Owned Restricted Subsidiary); (ii) any payment to purchase, redeem or otherwise
acquire or retire for value any Capital Stock of the Company or any Restricted
Subsidiary or other Affiliate of the Company (other than any Capital Stock owned
by the Company or any Wholly Owned Restricted Subsidiary); (iii) any payment to
purchase, redeem, defease or otherwise acquire or retire for value any
Indebtedness that is subordinated in right of payment to the Notes other than
(A) any payment to purchase, redeem, defease or otherwise acquire or retire the
Company's 9 % Senior Subordinated Notes due 2006 at any time or the other
Existing Subordinated Notes in accordance with the Existing Subordinated Notes
Indentures in connection with an excess asset sale proceeds offer or change of
control offer after complying with Sections 4.14 and 4.13) and (B) a purchase,
redemption, defeasance or other

<PAGE>

                                       -14-

acquisition or retirement for value that is paid for with the proceeds of
Refinancing Indebtedness that is permitted under Section 4.07(b); or (iv) any
Restricted Investment. Notwithstanding the foregoing, a "Restricted Payment
" shall not include the repurchase of the Company's DEF Preferred Stock(as
defined in the Company's Prospectus dated November 7, 1994 relating to the
November 1994 Notes (the "Prospectus")) and related warrants pursuant to the
Financing Plan as described in the Prospectus.

                  "Restricted Security" has the meaning set forth in Rule
144(a)(3) under the Securities Act; provided that the Trustee shall be entitled
to request and conclusively rely upon an Opinion of Counsel with respect to
whether any Note is a Restricted Security.

                  "Restricted Subsidiary" means each direct or indirect
Subsidiary of the Company other than an Unrestricted Subsidiary.

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

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

                  "Senior Bank Debt" means (i) the Indebtedness outstanding or
arising under the Credit Agreement up to a maximum principal amount of
$250,000,000, less any required repayments which result in a permanent reduction
in the commitments thereunder, (ii) all Obligations incurred by or owing to the
holders of such Indebtedness outstanding or arising under the Credit Agreement
(including, but not limited to, all fees and expenses of counsel and all other
charges, fees and expenses), and (iii) all Interest Rate Agreement Obligations
arising pursuant to the (x) Interest Rate Swap Agreement dated as of June 27,
2001 between the Company and Deutsche Bank (or its assigns), any schedule
thereto or any confirmation of an interest rate swap transaction thereunder, as
the same may be amended or modified from time to time and the (y) Interest Rate
Swap Agreement dated as of June 27, 2001 between the Company and CIBC Investment
Banking Products (or its assigns), any schedule thereto or any confirmation of
an interest rate swap transaction thereunder, as the same may be amended or
modified from time to time.

                  "Series A Notes" means the 8 1/2% Senior Notes due 2008 being
issued and sold pursuant to the Purchase Agreement and this Indenture.

                  "Series B Notes" means the 8 1/2 % Senior Notes due 2008 (the
terms of which are identical to the Series A Notes except that the Series B
Notes shall be registered under the Securities Act, and shall not contain the
restrictive legend on the face of the form of the Series A Notes), to be issued
in exchange for the Series A Notes pursuant to the Registered Exchange Offer and
this Indenture.

<PAGE>
                                       -15-

                 "Subordinated Indebtedness" means any Indebtedness of the
Company or a Subsidiary Guarantor that is subordinated or junior in right of
payment to the Notes or the Subsidiary Guarantee, as the case may be.

                  "Subsidiary" of any Person means (i) any corporation more than
50% of the outstanding Voting Stock of which is owned or controlled, directly or
indirectly, by such Person or by one or more other Subsidiaries of such Person,
or by such Person and one or more other Subsidiaries thereof, or (ii) any
limited partnership of which such Person or any Subsidiary of such Person is a
general partner, or (iii) any other Person (other than a corporation or limited
partnership) in which such Person, or one or more other Subsidiaries of such
Person, or such Person and one or more other Subsidiaries thereof, directly or
indirectly, has more than 50% of the outstanding partnership or similar
interests or has the power, by contract or otherwise, to direct or cause the
direction of the policies, management and affairs thereof.

                 "Subsidiary Guarantees" means the Initial Guarantees and any
Additional Guarantees.

                 "Subsidiary Guarantors" means the Initial Guarantors and any
Additional Guarantors.

                 "Surviving Person" means, with respect to any Person involved
in or that makes any Disposition, the Person formed by or surviving such
Disposition or the Person to which such Disposition is made.

                 "Television Stations" means the Television Stations presently
known as WKRN-TV, Nashville, Tennessee, WTEN-TV, Albany, New York, WLNS-TV,
Lansing, Michigan, KLFY-TV, Lafayette, Louisiana, WTVO-TV, Rockford, Illinois,
WRIC-TV, Richmond, Virginia, WATE-TV, Knoxville, Tennessee, WBAY-TV, Green Bay,
Wisconsin, KWQC-TV, Davenport, Iowa, KELO-TV, Sioux Falls, South Dakota,
KCAL-TV, Los Angeles, California and KRON-TV, San Francisco, California.

                 "TIA" means the Trust Indenture Act of 1939 (15 U.S.C.ss.ss.
77aaa-77bbbb), as amended from time to time.

                 "Trustee" means First Union National Bank until a successor
replaces it in accordance with the applicable provisions of this Indenture and
thereafter means such successor.

                 "Trust Officer" means any vice president, assistant vice
president, treasurer, assistant treasurer, assistant secretary, trust officer or
 any other officer of the Trustee customarily performing functions similar to
those performed by any of the above-designated officers, in each case assigned
by the Trustee to administer this Indenture, and also means, with respect to

<PAGE>

                                       -16-

a particular corporate trust matter, any other officer to whom such matter is
referred because of his or her knowledge of and familiarity with the particular
subject.

                "Unrestricted Subsidiary" means any Subsidiary of the Company
designated as an Unrestricted Subsidiary by the Board of Directors of the
Company; provided that (i) if such Subsidiary is formed or created by the
Company, such Subsidiary (a) is designated as an Unrestricted Subsidiary prior
to such formation or creation, (b) has total assets at the time of such
formation or creation with a fair market value not exceeding $1,000, and (c)
does not own any Capital Stock of the Company or any Restricted Subsidiary, (ii)
if such Subsidiary is acquired by the Company, such Subsidiary is designated as
an Unrestricted Subsidiary prior to the consummation of such acquisition, (iii)
no portion of any Indebtedness or any other obligation (contingent or otherwise)
of such Subsidiary (a) is guaranteed by, or is otherwise the subject of credit
support provided by the Company or any of its Restricted Subsidiaries (b) is
recourse to or obligates the Company or any of its Restricted Subsidiaries in
any way, or (c) subjects any property or asset of the Company or any of its
Restricted Subsidiaries directly or indirectly, contingently or otherwise, to
the satisfaction of such Indebtedness or other obligation, (iv) neither the
Company nor any of its Restricted Subsidiaries has any contract, agreement,
arrangement or understanding with such Subsidiary other than on terms as
favorable to the Company or such Restricted Subsidiary as those that might be
obtained at the time from Persons that are not Affiliates of the Company, and
(v) neither the Company nor any of its Restricted Subsidiaries has any
obligation (a) to subscribe for additional shares of Capital Stock of such
Subsidiary, or (b) to maintain or preserve such Subsidiary's financial condition
or to cause such Subsidiary to achieve certain levels of operating results. Any
such designation by the Company's Board of Directors shall be evidenced to the
Trustee by filing with the Trustee a certified copy of the resolution of the
Company's Board of Directors giving effect to such designation and a certificate
stating that such designation complies with the foregoing conditions.
Notwithstanding the foregoing or any other provision of this Indenture to the
contrary, no assets of the Television Stations may be held at any time by any
Unrestricted Subsidiary, other than assets transferred to Unrestricted
Subsidiaries that in the aggregate are not material to such broadcasting
operations. In the event of any Disposition involving the Company in which the
Company is not the Surviving Person, the Board of Directors of the Surviving
Person may (x) prior to such Disposition, designate any of its Subsidiaries, and
any of the Company's Subsidiaries being acquired pursuant to such Disposition
that are not Restricted Subsidiaries, as Unrestricted Subsidiaries, and (y)
after such Disposition, designate any of its direct or indirect Subsidiaries as
an Unrestricted Subsidiary under the same conditions and in the same manner as
the Company under the terms of this Indenture.

                "U.S. Government Obligations" means direct obligations of the
United States of America for the payment of which the full faith and credit of
the United States of America is pledged; provided that for purposes of Article
VIII only, no U.S. Government Obligation shall be callable at the Issuer's
option prior to the stated maturity date of the Notes.

<PAGE>
                                       -17-

         "U.S. Physical Notes" shall have the meaning set forth in Section 2.01.

         "Voting Stock" of a Person means Capital Stock of such Person of the
class or classes 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 such Person (irrespective of whether
or not at the time stock of any other class or classes shall have or might have
voting power by reason of the happening of any contingency).

         "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (i) the sum
of the products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required scheduled payment
of principal, including payment at final maturity, in respect thereof, with (b)
the number of years (calculated to the nearest one-twelfth) that will elapse
between such date and the making of such payment, by (ii) the then outstanding
aggregate principal amount of such Indebtedness.

         "Wholly Owned Restricted Subsidiary" means any Restricted Subsidiary
with respect to which all of the outstanding voting securities (other
than directors' qualifying shares) of which are owned, directly or indirectly,
by the Company or a Surviving Person of any Disposition involving the Company,
as the case may be.

SECTION 1.02.        Other Definitions.
                     -----------------

                                                                    Defined in
            Term                                                     Section

            "Additional Guarantee"                                     4.15
            "Asset Sale Offer"                                         4.14
            "Asset Sale Offer Purchase Date"                           4.14
            "Asset Sale Offer Trigger Date"                            4.14
            "Change of Control Offer"                                  4.13
            "Change of Control Purchase Date"                          4.13
            "Covenant Defeasance Option"                               8.01
            "Event of Default"                                         6.01
            "Excess Proceeds"                                          4.14
            "Legal Defeasance Option"                                  8.01
            "Notice of Default"                                        6.01
            "Other Indebtedness"                                       4.15
            "Paying Agent"                                             2.03
            "Payment Blockage Notice"                                  10.03
            "Payment Blockage Period"                                  10.03
            "Permitted Indebtedness"                                   4.07

<PAGE>
                                       -18-

                  "Permitted Payments"                                  4.05
                  "Purchase Date"                                       3.08
                  "Refinancing Indebtedness"                            4.07
                  "Registrar"                                           2.03
                  "Required Filing Dates"                               4.02
                  "Trustee Expenses"                                    6.08

SECTION 1.03.          Incorporation by Reference of TIA.
                       ---------------------------------

                  Whenever this Indenture refers to a provision of the Trust
Indenture Act of 1939, as amended ("TIA" the provision is incorporated by
reference in, and made a part of, this Indenture. Any terms incorporated by
reference in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by Commission rule under the TIA have
the meanings so assigned to them therein.

SECTION 1.04.          Rules of Construction.
                       ---------------------

                  Unless the context otherwise requires: (1) a term has the
meaning assigned to it in this Indenture; (2) an accounting term not otherwise
defined herein has the meaning assigned to it under GAAP; (3) "or" is not
exclusive; (4) words in the singular include the plural, and in the plural
include the singular; (5) provisions apply to successive events and
transactions; and (6) any reference to a Section or Article refers to such
Section or Article of this Indenture.

                                   ARTICLE II

                                   THE NOTES

SECTION 2.01.          Form and Dating.
                       ---------------

                  The Series A Notes and the Series B Notes, the notation
thereon relating to the Subsidiary Guarantees and the Trustee's certificate of
authentication shall be substantially in the form of Exhibits A-1 and A-2,
respectively. The Notes may have notations, legends or endorsements required by
law, stock exchange rule or usage. The Company and the Trustee shall approve the
form of the Notes and any notation, legend or endorsement on them. Each Note
shall be dated the date of its issuance and shall show the date of its
authentication.

                  The terms and provisions contained in the Notes and the
Subsidiary Guarantees shall constitute, and are hereby expressly made, a part of
this Indenture and, to the extent applicable, the Company, the Subsidiary
Guarantors and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby.

<PAGE>
                                       -19-

                  Notes offered and sold in reliance on Rule 144A shall be
issued initially in the form of one or more permanent Global Notes in registered
form, substantially in the form set forth in Exhibit A-1 ("Global Notes"),
deposited with the Trustee, as custodian for the Depository, and shall bear the
legend set forth on Exhibit B. The aggregate principal amount of any Global Note
may from time to time be increased or decreased by adjustments made on the
records of the Trustee, as custodian for the Depository, as hereinafter
provided.

                  Notes offered and sold in offshore transactions in reliance on
Regulation S shall be issued initially in the form of one or more Global Notes
deposited with the Trustee, as custodian for the Depository, and shall bear the
legend set forth on Exhibit B or shall be issued in the form of certificated
Notes in registered form set forth in Exhibit A-1 (the "Offshore Physical
Notes"). Notes offered and sold in reliance on any other exemption from
registration under the Securities Act other than as described in the preceding
paragraph shall be issued, and Notes offered and sold in reliance on Rule 144A
may be issued, in the form of certificated Notes in registered form in
substantially the form set forth in Exhibit A-1(the "U.S. Physical Notes"). The
Offshore Physical Notes and the U.S. Physical Notes are sometimes collectively
herein referred to as the "Physical Notes."

SECTION 2.02.        Execution and Authentication.
                     ----------------------------

                  Two Officers of the Company shall sign each Note for the
Company by manual or facsimile signature. If an Officer whose signature is on a
Note no longer holds that office at the time the Note is authenticated, the Note
shall nevertheless be valid. Each Subsidiary Guarantor shall execute the
Subsidiary Guarantee in the manner set forth in Section 11.06.

                  A Note shall not be valid until authenticated by the manual
signature of the Trustee, and the Trustee's signature shall be conclusive
evidence that the Note has been authenticated under this Indenture. The form of
Trustee's certificate of authentication to be borne by the Notes shall be
substantially as set forth in Exhibit A-1. The Trustee may appoint an
authenticating agent acceptable to the Company to authenticate Notes. 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 an Agent to deal with the
Company or any of its Affiliates.

                  On the Issue Date, the Trustee shall authenticate (i) Series A
Notes for original issue in the aggregate principal amount of $250,000,000 and
(ii) Series B Notes from time to time for issue only in exchange for a like
principal amount of Series A Notes, in each case upon receipt of a written order
of the Company in the form of an Officers' Certificate. The Officers'
Certificate shall specify the amount of Notes to be authenticated and the date
on which the Notes are to be authenticated. In addition, at any time and from
time to time, subject to the provisions of Section 4.07, the Trustee shall
authenticate and deliver additional

<PAGE>

                                       -20-

Notes, upon a written notice of the Company, for original issuance. Upon receipt
of a written order of the Company in the form of an Officers' Certificate, the
Trustee shall authenticate Notes in substitution of Notes originally issued to
reflect any name change of the Company.

                  The Trustee shall not be required to authenticate or to cause
an authenticating agent to authenticate any Notes if the issue of such Notes
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Notes or this Indenture or otherwise in a manner which is
not reasonably acceptable to the Trustee or if the Trustee, being advised by
counsel, determines that such action may not be lawfully taken.

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

SECTION 2.03.         Registrar and Paying Agent.
                      --------------------------

                  The Company shall maintain an office or agency (the
"Registrar") where Notes may be presented for registration of transfer or for
exchange and an office or agency (the "Paying Agent") where Notes may be
presented for payment. The Registrar shall keep a register of the Notes and of
their transfer and exchange. The Company may appoint one or more co-registrars
and one or more additional paying agents. The term "Paying Agent" includes any
additional paying agent. The Company may change the Paying Agent, Registrar or
co-registrar without prior notice to any Holder. The Company shall notify the
Trustee and the Trustee shall notify the Holders of the name and address of any
Agent not a party to this Indenture. The Company shall enter into an appropriate
agency agreement with any Agent not a party to this Indenture, and such
agreement shall incorporate the provisions of the TIA and implement the
provisions of this Indenture that relate to such Agent.

                  The Company initially appoints the Trustee as Registrar,
Paying Agent and agent for service of notices and demands in connection with the
Notes. The Company or any of its Affiliates may act as Paying Agent, Registrar
or co-registrar. If the Company fails to appoint or maintain a Registrar and/or
Paying Agent, the Trustee shall act as such, and shall be entitled to
appropriate compensation in accordance with Section 7.07.

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

                  The Company shall require each Paying Agent other than the
Trustee to agree in writing that the Paying Agent will hold in trust for the
Holders' benefit or the Trustee all money the Paying Agent holds for the
redemption or purchase of the Notes or for the payment of principal of, or
premium, if any, or interest on, the Notes, and will notify the Trustee of any
default by the Company in providing the Paying Agent with sufficient funds to
redeem or purchase Notes or make any payment on the Notes as and to the extent
required to be redeemed, purchased or paid under the terms of this Indenture.
While any such default continues, the

<PAGE>

                                       -21-

Trustee may require the Paying Agent to pay all money it holds to the Trustee.
The Company at any time may require the Paying Agent to pay all money it holds
to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other
than the Company or any of its Affiliates) shall have no further liability for
the money it delivered to the Trustee. If the Company or any of its Subsidiaries
acts as Paying Agent, it shall segregate and hold in a separate trust fund for
the Holders' benefit all money it holds as Paying Agent.

SECTION 2.05.         Holder Lists.
                      ------------

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of Holders and shall otherwise comply with Section 312(a) of the TIA.
If the Trustee is not the Registrar, the Company shall furnish to the Trustee,
at least fifteen Business Days before each interest payment date and at such
other times as the Trustee may request in writing, a list in such form and as of
such date as the Trustee may reasonably require that sets forth the names and
addresses of, and the aggregate principal amount of Notes held by, each Holder,
and the Company shall otherwise comply with Section 312(a) of the TIA.

SECTION 2.06.         Transfer and Exchange.
                      ---------------------

                  Subject to Sections 2.15 and 2.16 when Notes are presented to
the Registrar or a co-registrar with a request to register a transfer or to
exchange them for an equal principal amount of Notes of other denominations, the
Registrar shall register the transfer or make the exchange if its requirements
for such transaction are met; provided, however, that any Note presented or
surrendered for registration of transfer or exchange shall be duly endorsed or
accompanied by a written instruction of transfer in form satisfactory to the
Registrar and the Trustee duly executed by the Holder of such Note or by its
attorney duly authorized in writing. To permit registrations of transfers and
exchanges, the Company shall Issue (and the Subsidiary Guarantors shall execute
the Subsidiary Guarantee endorsed thereon), and the Trustee shall authenticate,
Notes at the Registrar's request. The Trustee shall notify the Company of all
such registered transfers and exchanges.

                  Neither the Company nor the Registrar shall be required to
issue, register the transfer of or exchange any Note (i) during a period
beginning at the opening of business on the day that the Trustee receives notice
of any redemption from the Company and ending at the close of business on the
day the notice of redemption is sent to Holders, (ii) selected for redemption,
in whole or in part, except the unredeemed portion of any Note being redeemed in
part may be transferred or exchanged, and (iii) during a Change of Control Offer
or an Asset Sale Offer if such Note is tendered pursuant to such Change of
Control Offer or Asset Sale Offer and not withdrawn.

<PAGE>
                                       -22-

                  No service charge shall be made for any registration of
transfer or exchange (except as otherwise expressly permitted herein), but the
Company may require payment of a sum sufficient to cover any transfer tax or
similar governmental charge payable in connection therewith (other than any such
transfer tax or similar governmental charge payable upon exchange pursuant to
Section 2.10, 3.06 or 9.05, which the Company shall pay).

                  Prior to due presentment for registration of transfer of any
Note, the Trustee, any Agent and the Company may deem and treat the Person in
whose name any Note is registered as the absolute owner of such Note (whether or
not such Note shall be overdue and notwithstanding any notation of ownership or
other writing on such Note made by anyone other than the Company, the Registrar
or any co-registrar) for the purpose of receiving payment of principal of, and
premium, if any, and interest on, such Note and for all other purposes, and
notice to the contrary shall not affect the Trustee, any Agent or the Company.

SECTION 2.07.         Replacement Notes.
                      -----------------

                  If any mutilated Note is surrendered to the Trustee, or if the
Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Note, the Company shall issue and the Trustee
shall, upon receipt of a written order signed by two Officers of the Company,
authenticate a replacement Note if the Trustee's requirements are met, and each
such replacement Note shall be an additional obligation of the Company. If the
Trustee or the Company requires, the Holder must supply an indemnity bond that
is sufficient in the judgment of the Trustee and the Company to protect the
Company, the Trustee, any Agent or any authenticating agent from any loss that
any of them may suffer if a Note is replaced. The Company and the Trustee may
charge for its reasonable expenses in replacing a Note.

SECTION 2.08.         Outstanding Notes.
                      -----------------

                  The Notes outstanding at any time are all the Notes the
Trustee has authenticated except those it has cancelled, those delivered to it
for cancellation, and those described in this Section 2.08 as not outstanding.
If a Note is replaced pursuant to Section 2.07, it ceases to be outstanding
unless the Trustee receives proof satisfactory to it that a bona fide purchaser
holds the replaced Note. If the entire principal of, and premium, if any, and
accrued interest on, any Note is considered paid under Section 4.01, it ceases
to be outstanding and interest on it ceases to accrue. Subject to Section 2.09,
a Note does not cease to be outstanding because the Company or any Affiliate of
the Company holds such Note.

SECTION 2.09.         Treasury Notes.
                      --------------

                  In determining whether the Holders of the required principal
amount of Notes have concurred in any direction, waiver or consent, Notes owned
by the Company or any Af-

<PAGE>

                                       -23-

filiate of the Company shall be considered as though they are not outstanding;
provided, however, that for the purpose of determining whether the Trustee shall
be protected in relying on any such direction, waiver or consent, only Notes
that a Trust Officer of the Trustee actually knows are so owned shall be so
disregarded. Notwithstanding the foregoing, Notes that the Company or any
Affiliate of the Company offers to purchase or acquires pursuant to an exchange
offer, tender offer or otherwise shall not be deemed to be owned by the Company
or any Affiliate of the Company until legal title to such Notes passes to the
Company or such Affiliate, as the case may be.

SECTION 2.10.          Temporary Notes.
                       ---------------

                  Until definitive Notes are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Notes. Temporary Notes
shall be substantially in the form of definitive Notes but may have variations
that the Company considers appropriate for temporary Notes. Without unreasonable
delay, the Company shall prepare and the Trustee, upon receipt of a written
order signed by two Officers of the Company, shall authenticate definitive Notes
in exchange for temporary Notes. Until such exchange, temporary Notes shall be
entitled to the same rights, benefits and privileges as definitive Notes.

SECTION 2.11.          Cancellation.
                       ------------

                  The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar, any co-registrar, the Paying Agent, the Company and
its Subsidiaries shall forward to the Trustee any Notes surrendered to them for
registration of transfer, exchange, replacement, payment (including all Notes
called for redemption and all Notes accepted for payment pursuant to an Offer)
or cancellation, and the Trustee shall cancel all such Notes and shall destroy
all cancelled Notes (subject to the record retention requirements of the
Exchange Act) and deliver a certificate of their destruction to the Company
unless, by written order signed by two Officers of the Company, the Company
shall direct that cancelled Notes be returned to it. The Company may not issue
new Notes to replace any Notes that have been cancelled by the Trustee or that
have been delivered to the Trustee for cancellation. If the Company or any
Affiliate of the Company acquires any Notes (other than by redemption pursuant
to Section 3.07 or an Offer pursuant to Section 4.13 or 4.14), such acquisition
shall not operate as a redemption or satisfaction of the Indebtedness
represented by such Notes unless and until such Notes are delivered to the
Trustee for cancellation.

SECTION 2.12.          Defaulted Interest.
                       ------------------

                  If the Company defaults in a payment of interest on the Notes,
it shall pay the defaulted interest in any lawful manner plus, to the extent
lawful, interest payable on the defaulted interest, to Holders on a subsequent
special record date, in each case at the rate provided in the Notes and Section
4.01. The Company shall, with the Trustee's consent, fix or

<PAGE>

                                       -24-

cause to be fixed each such special record date and payment date. At least 15
days before the special record date, the Company (or, at the request of the
Company, the Trustee in the name of, and at the expense of, the Company) shall
mail a notice thatstates the special record date, the related payment date and
the amount of interest to be paid.

SECTION 2.13.          Record Date.
                       -----------

                  The record date for purposes of determining the identity of
holders of Notes entitled to vote or consent to any action by vote or consent
authorized or permitted under this Indenture shall be determined as provided for
in Section 316(c) of the TIA.

SECTION 2.14.          CUSIP Number.
                       ------------

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

SECTION 2.15.          Book-Entry Provisions for Global Notes.
                       --------------------------------------

                  (a) The Global Notes initially shall (i) be registered in the
name of the Depository or the nominee of such Depository, (ii) be delivered to
the Trustee as custodian for such Depository and (iii) bear legends as set forth
in Exhibit B.

                  Members of, or participants in, the Depository ("Agent
Members") shall have no rights under this Indenture with respect to any Global
Note held on their behalf by the Depository, or the Trustee as its custodian, or
under the Global Note, and the Depository may be treated by the Company, the
Trustee and any agent of the Company or the Trustee as the absolute owner of the
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 Depository or impair, as between the Depository
and its Agent Members, the operation of customary practices governing the
exercise of the rights of a Holder of any Note.

                  (b) Transfers of Global Notes shall be limited to transfers in
whole, but not in part, to the Depository, its successors or their respective
nominees. Interests of beneficial owners in the Global Notes may be transferred
or exchanged for Physical Notes in accordance with the rules and procedures of
the Depository and the provisions of Section 2.16. In addition, Physical Notes
shall be transferred to all beneficial owners in exchange for their beneficial
interests in Global Notes if (i) the Depository notifies the Company that it is
unwilling or

<PAGE>

                                       -25-

unable to continue as Depository for any Global Note and a successor depositary
is not appointed by the Company within 90 days of such notice or (ii) an Event
of Default has occurred and is continuing and the Registrar has received a
request from the Depository to issue Physical Notes.

                  (c) In connection with any transfer or exchange of a portion
of the beneficial interest in any Global Note to beneficial owners pursuant to
paragraph (b), the Registrar shall (if one or more Physical Notes are to be
issued) reflect on its books and records the date and a decrease in the
principal amount of the Global Note in an amount equal to the principal amount
of the beneficial interest in the Global Note to be transferred or exchanged,
and the Company shall execute (and the Subsidiary Guarantors shall execute the
Subsidiary Guarantee endorsed thereon), and the Trustee shall authenticate and
deliver, one or more Physical Notes of like tenor and amount.

                  (d) In connection with the transfer or exchange of Global
Notes as an entirety to beneficial owners pursuant to paragraph (b), the Global
Notes shall be deemed to be surrendered to the Trustee for cancellation, and the
Company shall execute (and the Subsidiary Guarantors shall execute the
Subsidiary Guarantee endorsed thereon), and the Trustee shall authenticate and
deliver, to each beneficial owner identified by the Depository in exchange for
its beneficial interest in the Global Notes, an equal aggregate principal amount
of Physical Notes of authorized denominations.

                  (e) Any Physical Note constituting a Restricted Note delivered
in exchange for an interest in a Global Note pursuant to paragraph (b) or (c)
shall, except as otherwise provided by paragraph (c) of Section 2.16, bear the
legend regarding transfer restrictions applicable to the Physical Notes set
forth in Exhibit A-1.

                  (f) The Holder of any 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 2.16.         Special Transfer Provisions.
                      ---------------------------

                  (a) Transfers to Non-QIB Institutional Accredited Investors
                      -------------------------------------------------------
and Non-U.S. Persons.  The following provisions shall apply with respect to the
---------------------
registration of any proposed transfer of a Note constituting a Restricted Note
to any InstitutionalAccredited Investor which is not a QIB or to any Non-U.S.
Person:

                    (i) the Registrar shall register the transfer of any Note
         constituting a Restricted Note, whether or not such Note bears the
         Private Placement Legend, if (x) the requested transfer is after March
         1, 2003 or (y) (1) in the case of a transfer to an Insti-

<PAGE>

                                       -26-

         tutional Accredited Investor which is not a QIB (excluding Non-U.S.
         Persons), the proposed transferee has delivered to the Registrar a
         certificate substantially in the form of Exhibit C hereto and the
         transferor has delivered to the Trustee and the Company such
         certifications, legal opinions and other information as the Trustee and
         the Company may reasonably request to confirm that such transfer is
         being made pursuant to an exemption from, or in a transaction not
         subject to, the registration requirements of the Securities Act or (2)
         in the case of a transfer to a Non-U.S. Person, the transferor has
         delivered to the Registrar a certificate substantially in the form of
         Exhibit D hereto;and

                   (ii) if the proposed transferor is an Agent Member holding a
         beneficial interest in a Global Note, upon receipt by the Registrar of
         (x) the certificate, certifications, legal opinions and other
         information, if any, required by paragraph (i) above and (y)
         instructions given in accordance with the Depository's and the
         Registrar's procedures,

whereupon (a) the Registrar shall reflect on its books and records the date and
(if the transfer does not involve a transfer of outstanding Physical Notes) a
decrease in the principal amount of a Global Note in an amount equal to the
principal amount of the beneficial interest in a Global Note to be transferred,
and (b) the Company shall execute, the Subsidiary Guarantors shall execute the
Subsidiary Guarantee endorsed thereon and the Trustee shall authenticate and
deliver one or more 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 a Note constituting
a Restricted Note to a QIB (excluding transfers to Non-U.S. Persons):

                    (i) the 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 Note stating, or has otherwise advised the
         Company and the 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 Note stating, or
         has otherwise advised the Company and the Registrar in writing, that it
         is purchasing the 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 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 Rule 144A; and

<PAGE>
                                       -27-

                   (ii) if the proposed transferee is an Agent Member, and the
         Notes to be transferred consist of Physical Notes which after transfer
         are to be evidenced by an interest in the Global Note, upon receipt by
         the Registrar of instructions given in accordance with the Depository's
         and the Registrar's procedures, the Registrar shall reflect on its
         books and records the date and an increase in the principal amount of
         the Global Note in an amount equal to the principal amount of the
         Physical Notes to be transferred, and the Trustee shall cancel the
         Physical Notes so transferred.

                  (c) Private Placement Legend. Upon the transfer, exchange or
replacement of Notes not bearing the Private Placement Legend, the 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 Registrar shall deliver only Notes that bear the Private Placement Legend
unless (i) the circumstances contemplated by paragraph (a)(i)(x) of this Section
2.16 exist, (ii) there is delivered to the 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 or (iii)
such Note has been sold pursuant to an effective registration statement under
the Securities Act.

                  (d) 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 will transfer such Note only as provided in this
Indenture.

                  The Registrar shall retain copies of all letters, notices and
other written communications received pursuant to Section 2.15 or this Section
2.16. The Company shall have the right to inspect and make copies of all such
letters, notices or other written communications at any reasonable time upon the
giving of reasonable written notice to the Registrar.

                                   ARTICLE III

                       REDEMPTIONS AND OFFERS TO PURCHASE

SECTION 3.01.        Notice to Trustee.
                     -----------------

                  If the Company elects to redeem Notes pursuant to Section 3.07
it shall furnish to the Trustee, at least 30 but not more than 60 days before
notice of any redemption is to be mailed to Holders (or such shorter times as
may be satisfactory to the Trustee), an Officers' Certificate stating that the
Company has elected to redeem Notes pursuant to Section 3.07, the date notice of
redemption is to be mailed to Holders, the redemption date, the aggregate
principal amount of Notes to be redeemed, the redemption price for such Notes,
the amount of accrued and unpaid interest on such Notes as of the redemption
date and the manner in which

<PAGE>

                                       -28-

Notes are to be selected for redemption if less than all outstanding Notes are
to be redeemed. If the Trustee is not the Registrar, the Company shall,
concurrently with delivery of its notice to the Trustee of a redemption, cause
the Registrar to deliver to the Trustee a certificate (upon which the Trustee
may rely) setting forth the name of, and the aggregate principal amount of Notes
held by each Holder.

                  If the Company is required to offer to purchase Notes pursuant
to Section 4.13 or 4.14, it shall furnish to the Trustee, at least two Business
Days before notice of the corresponding Offer is to be mailed to Holders, an
Officers' Certificate setting forth that the Offer is being made pursuant to
Section 4.13 or 4.14, as the case may be, the Purchase Date, the maximum
principal amount of Notes the Company is offering to purchase pursuant to such
Offer, the purchase price for such Notes, and the amount of accrued and unpaid
interest on such Notes as of the Purchase Date.

                  The Company will also provide the Trustee with any additional
information that the Trustee reasonably requests in connection with any
redemption or Offer.

SECTION 3.02.       Selection of Notes to Be Redeemed or Purchased.
                    ----------------------------------------------

                  If less than all outstanding Notes are to be redeemed or if
less than all Notes tendered pursuant to an Offer are to be accepted for
payment, the Company shall select the outstanding Notes to be redeemed or
accepted for payment in compliance with the requirements of the principal
national securities exchange, if any, on which the Notes are listed or, if the
Notes are not listed on such an exchange, on a pro rata basis, by lot or by any
other method that the Trustee deems fair and appropriate; provided that Notes
redeemed or accepted for payment in part shall only be purchased in integral
multiples of $1,000. If the Company elects to mail notice of a redemption to
Holders, the Company shall at least five days prior to the date notice of
redemption is to be mailed, (i) select the Notes to be redeemed from Notes
outstanding not previously called for redemption, and (ii) notify the Trustee of
the names of each Holder of Notes selected for redemption, the principal amount
of Notes held by each such Holder and the principal amount of such Holder's
Notes that are to be redeemed. If less than all Notes tendered pursuant to an
Offer are to be accepted for payment, the Company shall select on or prior to
the Purchase Date for such Offer the Notes to be accepted for payment. The
Company shall select for redemption or purchase Notes or portions of Notes in
principal amounts of $1,000 or integral multiples of $1,000; except that if all
of the Notes of a Holder are selected for redemption or purchase, the aggregate
principal amount of the Notes held by such Holder, even if not a multiple of
$1,000, may be redeemed or purchased. Except as provided in the preceding
sentence, provisions of this Indenture that apply to Notes called for redemption
or tendered pursuant to an Offer also apply to portions of Notes called for
redemption or tendered pursuant to an Offer. The Trustee shall notify the
Company promptly of the Notes or portions of Notes to be called for redemption
or selected for purchase.

<PAGE>
                                       -29-

SECTION 3.03.           Notice of Redemption.
                        --------------------

                  (a) At least 30 days but not more than 60 days before any
redemption date, the Company shall mail by first class mail a notice of
redemption to each Holder of Notes or portions thereof that are to be redeemed.
With respect to any redemption of Notes, the notice shall identify the Notes or
portions thereof to be redeemed and shall state: (1) the redemption date; (2)
the redemption price for the Notes and the amount of unpaid and accrued interest
on such Notes as of the date of redemption; (3) the paragraph of the Notes
pursuant to which the Notes called for redemption are being redeemed; (4) if any
Note is being redeemed in part, the portion of the principal amount of such Note
to be redeemed and that, after the redemption date, upon surrender of such Note,
a new Note or Notes in principal amount equal to the unredeemed portion will be
issued; (5) the name and address of the Paying Agent; (6) that Notes called for
redemption must be surrendered to the Paying Agent to collect the redemption
price for, and any accrued and unpaid interest on, such Notes; (7) that, unless
the Company defaults in making such redemption payment, interest on Notes called
for redemption ceases to accrue on and after the redemption date; and (8) that
no representation is made as to the correctness or accuracy of the CUSIP number
listed in such notice and printed on the Notes.

                  (b) At the Company's request, the Trustee shall (at the
Company's expense) give the notice of any redemption to Holders; provided,
however, that the Company shall deliver to the Trustee, at least 45 days prior
to the date of redemption and at least 10 days prior to the date that notice of
the redemption is to be mailed to Holders, an Officers' Certificate that (i)
requests the Trustee to give notice of the redemption to Holders, (ii) sets
forth the information to be provided to Holders in the notice of redemption, as
set forth in the preceding paragraph, and (iii) sets forth the aggregate
principal amount of Notes to be redeemed and the amount of accrued and unpaid
interest thereon as of the redemption date. If the Trustee is not a Registrar,
the Company shall, concurrently with any such request, cause the Registrar to
deliver to the Trustee a certificate (upon which the Trustee may rely) setting
forth the name of, the address of, and the aggregate principal amount of Notes
held by, each Holder; provided, further, that any such Officers' Certificate may
be delivered to the Trustee on a date later than permitted under this Section
3.03(b) if such later date is acceptable to the Trustee.

SECTION 3.04.           Effect of Notice of Redemption.
                        ------------------------------

                  Once notice of redemption is mailed, Notes called for
redemption become due and payable on the redemption date at the price set forth
in the Note.

SECTION 3.05.           Deposit of Redemption Price.
                        ---------------------------

                  (a) On or prior to 11:00 a.m. Eastern Standard Time on any
redemption date, the Company shall deposit with the Trustee or with the Paying
Agent money sufficient to pay the redemption price of, and accrued interest on,
all Notes to be redeemed on that date. After

<PAGE>

                                       -30-

any redemption date, the Trustee or the Paying Agent shall promptly return to
the Company any money that the Company deposited with the Trustee or the Paying
Agent in excess of the amounts necessary to pay the redemption price of, and
accrued interest on, all Notes to be redeemed.

                  (b) If the Company complies with the preceding paragraph,
interest on the Notes to be redeemed will cease to accrue on such Notes on the
applicable redemption date, whether or not such Notes are presented for payment.
If a Note is redeemed on or after an interest record date but on or prior to the
related interest payment date, then any accrued and unpaid interest shall be
paid to the Person in whose name such Note was registered at the close of
business of such record date. If any Note called for redemption shall not be so
paid upon surrender for redemption because of the failure of the Company to
comply with the preceding paragraph, interest will be paid on the unpaid
principal, premium, if any, and interest from the redemption date until such
principal, premium and interest is paid, at the rate of interest provided in the
Notes and Section 4.01.

SECTION 3.06.         Notes Redeemed in Part.
                      ----------------------

                  Upon surrender of a Note that is redeemed in part, the Company
shall issue and the Trustee shall authenticate for the Holder at the Company's
expense a new Note equal in principal amount to the unredeemed portion of the
Note surrendered.

SECTION 3.07.         Redemption Provisions.
                      ---------------------

                  Except as set forth below, the Notes are not redeemable at the
Company's option prior to December 15, 2005. Thereafter, the Notes will be
subject to redemption at the option of the Company, in whole or in part, at the
redemption prices (expressed as percentages of the principal amount of the
Notes) set forth below, plus accrued and unpaid interest to the date of
redemption, if redeemed during the twelve-month period beginning on December 15,
of the years indicated below.

                      Year                                    Percentage
                      ----                                    ----------
                      2005 ...................................104.250%
                      2006 ...................................102.125%
                      2007 and thereafter ....................100.000%

                  Notwithstanding the foregoing, at any time prior to December
15, 2004, the Company, at its option, may redeem up to 35% of the aggregate
principal amount of outstanding Notes with the net proceeds of one or more
Public Equity Offerings, at a redemption price equal to 108.5% of the principal
amount thereof, together with accrued and unpaid interest to the date of
redemption; provided, however, that after any such redemption the aggregate

<PAGE>

                                       -31-

principal amount of the Notes outstanding must equal at least 65% of the
aggregate principal amount of the Notes originally issued.

SECTION 3.08.          Procedures Relating to Mandatory Offers.
                       ---------------------------------------

                  (a) On the Purchase Date for any Offer, the Company will (i)
in the case of an Offer resulting from a Change of Control, accept for payment
all Notes or portions thereof tendered pursuant to such Offer and, in the case
of an Offer resulting from one or more Asset Sales, accept for payment the
maximum principal amount of Notes or portions thereof tendered pursuant to such
Offer that can be purchased out of Excess Proceeds from such Asset Sales to the
extent provided in Section 4.14(c), (ii) deposit with the Paying Agent the
aggregate purchase price of all Notes or portions thereof accepted for payment
and any accrued and unpaid interest on such Notes as of the Purchase Date, and
(iii) deliver, or cause to be delivered, to the Trustee all Notes tendered
pursuant to the Offer, together with an Officers' Certificate setting forth the
name of each Holder that tendered Notes and the principal amount of the Notes or
portions thereof tendered by each such Holder.

                  (b) With respect to any Offer, (i) if less than all of the
Notes tendered pursuant to an Offer are to be accepted for payment by the
Company for any reason consistent with this Indenture, the Trustee shall select
on or prior to the Purchase Date the Notes or portions thereof to be accepted
for payment pursuant to Section 3.02, and (ii) if the Company deposits with the
Paying Agent on or prior to the Purchase Date an amount sufficient to purchase
all Notes accepted for payment, interest shall cease to accrue on such Notes on
the Purchase Date; provided, however, that if the Company fails to deposit an
amount sufficient to purchase all Notes accepted for payment, the deposited
funds shall be used to purchase on a pro rata basis all Notes accepted for
payment and interest shall continue to accrue on all Notes not purchased.

                  (c) Promptly after consummation of an Offer, (i) the Paying
Agent shall mail to each Holder of Notes or portions thereof accepted for
payment an amount equal to the purchase price for, plus any accrued and unpaid
interest on, such Notes, (ii) with respect to any tendered Note not accepted for
payment in whole or in part, the Trustee shall return such Note to the Holder
thereof, and (iii) with respect to any Note accepted for payment in part, the
Trustee shall authenticate and mail to each such Holder a new Note equal in
principal amount to the unpurchased portion of the tendered Note.

                  (d) The Company will (i) announce the results of the Offer to
Holders on or as soon as practicable after the Purchase Date, and (ii) comply
with the applicable tender offer rules, including the requirements of Rule 14e-1
under the Exchange Act, and all other securities laws and regulations in
connection with any Offer.

<PAGE>
                                       -32-

                                   ARTICLE IV

                                   COVENANTS

SECTION 4.01.        Payment of Principal, Premium, and Interest.
                     -------------------------------------------

                  The Company shall pay the principal of, and premium, if any,
and interest on, the Notes on the dates and in the manner provided in the Notes.
Holders must surrender their Notes to the Paying Agent to collect principal
payments. Principal, premium, or interest shall be considered paid on the date
due if, by 11 a.m. Eastern Standard Time on such date, the Company has deposited
with the Paying Agent money in immediately available funds designated for and
sufficient to pay such principal, premium or interest. The Paying Agent shall
return to the Company, no later than five days following the date of payment,
any money (including accrued interest) that exceeds the amount then due and
payable on the Notes.

                  To the extent lawful, the Company shall pay interest
(including Post-Petition Interest) on overdue principal, premium and interest
(without regard to any applicable grace period) at a rate equal to 2 % per annum
in excess of the then applicable interest rate on the Notes, compounded
semiannually.

SECTION 4.02.        Reports.
                     -------

                  Whether or not the Company is then subject to Section 13(a) or
15(d) of the Exchange Act, the Company will file with the Commission, so long as
any Notes are outstanding, the annual reports, quarterly reports and other
periodic reports which the Company would have been required to file with the
Commission pursuant to such Section 13(a) or 15(d) if the Company were so
subject, and such documents shall be filed with the Commission on or prior to
the respective dates (the "Required Filing Dates") by which the Company would
have been required so to file such documents if the Company were so subject. The
Company will also in any event (i) within 15 days of each Required Filing Date,
(a) transmit by mail to all holders of Notes, as their names and addresses
appear in the Note register, without cost to such holders and (b) file with the
Trustee copies of the annual reports, quarterly reports and other periodic
reports which the Company would have been required to file with the Commission
pursuant to Section 13(a) or 15(d) of the Exchange Act if the Company were
subject to such Sections and (ii) if filing such documents by the Company with
the Commission is prohibited under the Exchange Act, promptly upon written
request and payment of the reasonable cost of duplication and delivery, supply
copies of such documents to any prospective Holder at the Company's cost.

                  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

<PAGE>

                                       -33-

therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers'
Certificates).

SECTION 4.03.        Compliance Certificate.
                     ----------------------

                  The Company shall deliver to the Trustee, within 135 days
after the end of each fiscal year of the Company, an Officers' Certificate, one
of the signers of which shall be the principal executive, principal financial or
principal accounting officer of the Company stating that (i) a review of the
activities of the Company and its Subsidiaries during the preceding fiscal year
has been made to determine whether the Company has kept, observed, performed and
fulfilled all of its obligations under this Indenture and the Notes, (ii) such
review was supervised by the Officers of the Company signing such certificate,
and (iii) that to the best knowledge of each Officer signing such certificate,
(a) the Company has kept, observed, performed and fulfilled each and every
covenant contained in this Indenture and is not in default in the performance or
observance of any of the terms, provisions and conditions of this Indenture (or,
if a Default or Event of Default occurred, describing all such Defaults or
Events of Default of which each such Officer may have knowledge and what action
the Company has taken or proposes to take with respect thereto), and (b) no
event has occurred and remains in existence by reason of which payments on
account of the principal of, or premium, if any, or interest on, the Notes are
prohibited or if such event has occurred, a description of the event and what
action the Company is taking or proposes to take with respect thereto.

                  So long as not contrary to the then current recommendations of
the American Institute of Certified Public Accountants, the annual financial
statements delivered pursuant to Section 4.02 shall be accompanied by a written
statement of the Company's independent public accountants (who shall be a firm
of established national reputation reasonably satisfactory to the Trustee) that
in making the examination necessary for certification of such financial
statements nothing has come to their attention that would lead them to believe
that the Company has violated any provisions of Sections 4.01, 4.05, 4.07, 4.08,
4.09, 4.11, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18 or Article V or, if any such
violation has occurred, specifying the nature and period of existence thereof,
it being understood that such accountants shall not be liable directly or
indirectly to any Person for any failure to obtain knowledge of any such
violation.

                  The Company will, so long as any of the Notes are outstanding,
deliver to the Trustee, promptly after any Officer of the Company becomes aware
of any Default or Event of Default, an Officers' Certificate specifying such
Default, Event of Default or default or event of default and what action the
Company is taking or proposes to take with respect thereto.

SECTION 4.04.        Stay, Extension and Usury Laws.
                     ------------------------------

                  The Company covenants (to the extent that it may lawfully do
so) that it will not at any time insist upon, plead, or in any manner whatsoever
claim or take the benefit or

<PAGE>

                                      -34-

advantage of, any stay, extension or usury law wherever enacted, now or at any
time hereafter in force, that might affect the covenantsor the performance of
its obligations under this Indenture and Notes; and theCompany (to the extent
it may lawfully do so) hereby expressly waives all benefit or advantage of any
such law, and covenants that it will not, by resortto any such law, hinder,
delay or impede the execution of any power granted to the Trustee pursuant to
this Indenture, but will suffer and permit the executionof every such power as
though no such law has been enacted.

SECTION 4.05.            Limitation on Restricted Payments.
                         ---------------------------------

                  (a) The Company will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, make any Restricted Payment,
unless at the time of and immediately after giving effect to the proposed
Restricted Payment (with the value of any such Restricted Payment, if other than
cash, to be determined by the Board of Directors of the Company, whose
determination shall be conclusive and evidenced by a board resolution), (i) no
Default or Event of Default (and no event that, after notice or lapse of time,
or both, would become an "event of default" under the terms of any indebtedness
of the Company or its Restricted Subsidiaries) shall have occurred and be
continuing or would occur as a consequence thereof, (ii) the Company could incur
at least $1.00 of additional Indebtedness pursuant to the provisions of Section
4.07(a) and (iii) the aggregate amount of all Restricted Payments made after
September 30, 1994 shall not exceed the sum of (a) an amount equal to the
Company's Cumulative Operating Cash Flow less 1.4 times the Company's Cumulative
Consolidated Interest Expense, plus (b) the aggregate amount of all net cash
proceeds received after September 30, 1994 by the Company (but excluding the net
cash proceeds received by the Company from its initial public offering of Class
A Common Stock on or about November 14, 1994) from the issuance and sale (other
than to a Restricted Subsidiary) of Capital Stock (other than Disqualified
Stock) to the extent that such proceeds are not used to redeem, repurchase,
retire or otherwise acquire Capital Stock or any Indebtedness of the Company or
any Restricted Subsidiary pursuant to clause (ii) of Section 4.05(b).

                  (b) The provisions of Section 4.05(a) will not prohibit, so
long as there is no Default or Event of Default continuing, the following
actions (collectively, "Permitted Payments"):

                    (i) the payment of any dividend within 60 days after the
         date of declaration thereof, if at such declaration date such payment
         would have been permitted under this Indenture, and such payment shall
         be deemed to have been paid on such date of declaration for purposes of
         clause (iii) of Section 4.05(a); and

                   (ii) the redemption, repurchase, retirement or other
         acquisition of any Capital Stock or any Indebtedness of the Company in
         exchange for, or out of the proceeds

<PAGE>

                                      -35-

         of, the substantially concurrent sale (other than to a Restricted
         Subsidiary) of Capital Stock of the Company (other than any
         Disqualified Stock).

SECTION 4.06.        Corporate Existence.
                     -------------------

                  Subject to Section 4.14 and Article V, the Company will do or
cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence and the corporate, partnership or other existence
of each of its Restricted Subsidiaries in accordance with the respective
organizational documents of each of its Restricted Subsidiaries and the rights
(charter and statutory), licenses and franchises of the Company and each of its
Restricted Subsidiaries; provided, however, that the Company shall not be
required to preserve any such right, license or franchise, or the corporate,
partnership or other existence of any Restricted Subsidiary, if the Board of
Directors shall determine that the preservation thereof is no longer desirable
in the conduct of the business of the Company and its Restricted Subsidiaries
taken as a whole, and that the loss thereof is not adverse in any material
respect to the Holders.

SECTION 4.07.        Limitation on Incurrence of Indebtedness and Issuance of
                     Disqualified Stock.
                     --------------------------------------------------------

                  (a) The Company will not, and will not permit any of its
Restricted Subsidiaries to, create, incur, assume or directly or indirectly
guarantee or in any other manner become directly or indirectly liable for
("incur") any Indebtedness (including Acquired Debt) or issue any Disqualified
Stock if, at the time of and immediately after giving pro forma effect to such
incurrence of Indebtedness or issuance of Disqualified Stock, the Debt to
Operating Cash Flow Ratio of the Company and its Restricted Subsidiaries is more
than 7.0:1.

                  (b)  Section 4.07(a) will not apply to the incurrence of any
of the following (collectively, "Permitted Indebtedness"):

                    (i) Senior Bank Debt arising under the Credit Agreement;

                   (ii) Indebtedness of any Restricted Subsidiary consisting
         of a guarantee of the Company's Senior Bank Debt under the Credit
         Agreement;

                  (iii) Indebtedness of the Company represented by the Notes
         issued on the Issue Date and Indebtedness of any Subsidiary Guarantor
         represented by a Subsidiary Guarantee;

                  (iv)  Indebtedness of the Company represented by the Series B
         Notes.

<PAGE>

                                      -36-

                    (v) Indebtedness owed by any Wholly Owned Restricted
         Subsidiary to the Company or to another Wholly Owned Restricted
         Subsidiary, or owed by the Company to any Wholly Owned Restricted
         Subsidiary; provided that any such Indebtedness shall be at all times
         held by a Person which is either the Company or a Wholly Owned
         Restricted Subsidiary of the Company; and provided, further, that upon
         either (a) the transfer or other disposition of any such Indebtedness
         to a Person other than the Company or another Wholly Owned Restricted
         Subsidiary or (b) the sale, lease, transfer or other disposition of
         shares of Capital Stock (including by consolidation or merger) of any
         such Wholly Owned Restricted Subsidiary to a Person other than the
         Company or another Wholly Owned Restricted Subsidiary, the incurrence
         of such Indebtedness shall be deemed to be an incurrence that is not
         permitted by this clause (iv);

                   (vi)    guarantees of any Restricted Subsidiary that are made
         in accordance with the provisions of Section 4.15;

                  (vii) Indebtedness arising with respect to Interest Rate
         Agreement Obligations incurred for the purpose of fixing or hedging
         interest rate risk with respect to any floating rate Indebtedness that
         is permitted by the terms of this Indenture to be outstanding;

                  (viii) Purchase Money Indebtedness and Capital Lease
         Obligations which do not exceed, as determined in accordance with GAAP,
         $10,000,000 in the aggregate at any one time outstanding;

                   (ix)    Indebtedness of the Company or any Restricted
         Subsidiary outstanding on the Issue Date;

                    (x) any Indebtedness incurred in connection with or given in
         exchange for the renewal, extension, substitution, refunding,
         defeasance, refinancing or replacement of any Indebtedness described in
         clauses (iii), (iv) and (ix) above or incurred under the Debt to
         Operating Cash Flow Ratio pursuant to subsection (a) of this Section
         4.07 ("Refinancing Indebtedness"); provided that (a) the principal
         amount of such Refinancing Indebtedness shall not exceed the principal
         amount of the Indebtedness so renewed, extended, substituted, refunded,
         defeased, refinanced or replaced (plus the premiums paid in connection
         therewith (which shall not exceed the stated amount of any premium or
         other payment required to be paid in connection with such a refinancing
         pursuant to the terms of the Indebtedness being renewed, extended,
         substituted, refunded, defeased, refinanced or replaced) and the
         expenses incurred in connection therewith); (b) the Refinancing
         Indebtedness shall have a Weighted Average Life to Maturity equal to or
         greater than the Weighted Average Life to Maturity of the Indebtedness
         being renewed, extended, substituted, refunded, defeased, refinanced or
         replaced; and (c) with respect to Refinancing Indebtedness of
         Subordinated Indebted-

<PAGE>
                                      -37-

         ness, such new Indebtedness is subordinated to the Notes or the
         applicable Subsidiary Guarantee, as the case may be, to the same extent
         as the Indebtedness being refinanced;

                  (xi) Indebtedness of the Company in addition to that
         described in clauses (i) through (x) above, and any renewals,
         extensions, substitutions, refinancings or replacements of such
         Indebtedness, so long as the aggregate principal amount of all such
         Indebtedness incurred pursuant to this clause (xi) does not exceed
         $15,000,000 at any one time outstanding.

SECTION 4.08.        Limitation on Transactions with Affiliates.
                     ------------------------------------------

                  The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, enter into or suffer to exist any
transaction or series of related transactions (including, without limitation,
the sale, purchase, exchange or lease of assets, property or services) with any
Affiliate of the Company (other than the Company or a Wholly Owned Restricted
Subsidiary) unless (i) such transaction or series of transactions is on terms
that are no less favorable to the Company or such Restricted Subsidiary, as the
case may be, than would be available in a comparable transaction in arm's-length
dealings with an unrelated third party, and (ii) (a) with respect to any
transaction or series of transactions involving aggregate payments in excess of
$1,000,000, the Company delivers an Officers' Certificate to the Trustee
certifying that such transaction or series of related transactions complies with
clause (i) above and such transaction or series of related transactions has been
approved by a majority of the members of the Board of Directors of the Company
(and approved by a majority of the Independent Directors or, in the event there
is only one Independent Director, by such Independent Director), and (b) with
respect to any transaction or series of transactions involving aggregate
payments in excess of $5,000,000, an opinion as to the fairness to the Company
or such Restricted Subsidiary from a financial point of view issued by an
investment banking firm of national standing. Notwithstanding the foregoing,
this provision will not apply to (i) employment agreements or compensation or
employee benefit arrangements with any officer, director or employee of the
Company entered into in the ordinary course of business (including customary
benefits thereunder), (ii) any transaction entered into by or among the Company
or one of its Wholly Owned Restricted Subsidiaries with one or more Wholly Owned
Restricted Subsidiaries of the Company, and (iii) the national advertising
representation agreements between the Company (or any of its Restricted
Subsidiaries) and Adam Young, Inc. existing on the date of this Indenture (and
any renewals, extensions or replacements thereof, and any future such agreements
with respect to television stations acquired by the Company or its Restricted
Subsidiaries after the date of this Indenture, so long as such renewals,
extensions, replacements or future agreements are on terms substantially similar
to those of such existing agreements) and other transactions in existence on the
date of this Indenture and described or referred to in the Final Memorandum,
under the caption "Certain Transactions."

<PAGE>
                                      -38-

SECTION 4.09.        Limitation on Liens.
                     -------------------

                  The Company will not, and will not permit any Subsidiary
Guarantor to, directly or indirectly, create, incur, assume or suffer to exist
any Lien (other than Permitted Liens) on any asset now owned or hereafter
acquired, or any income or profits therefrom or assign or convey any right to
receive income therefrom to secure any Indebtedness; provided that in addition
to creating Permitted Liens on its properties or assets, (i) the Company may
create any Lien upon any of its properties or assets (including, but not limited
to, any Capital Stock of its Subsidiaries) if the Notes are equally and ratably
secured thereby, and (ii) a Subsidiary Guarantor may create any Lien upon any of
its properties or assets (including, but not limited to, any Capital Stock of
its Subsidiaries) if its Subsidiary Guarantee is equally and ratably secured
thereby; provided, however, that if (a) the Company creates any Lien on its
assets to secure any Subordinated Indebtedness of the Company, the Lien securing
such Subordinated Indebtedness shall be subordinated and junior to the Lien
securing the Notes with the same or lesser priorities as the Subordinated
Indebtedness shall have with respect to the Notes, and (b) a Subsidiary
Guarantor creates any Lien on its assets to secure any Subordinated Indebtedness
of such Subsidiary Guarantor, the Lien securing such Subordinated Indebtedness
shall be subordinated and junior to the Lien securing the Subsidiary Guarantee
of such Subsidiary Guarantor with the same or lesser priorities as the
Subordinated Indebtedness shall have with respect to the Subordinated Guarantee.

SECTION 4.10.        Taxes.
                     -----

                  The Company shall, and shall cause each of its Restricted
Subsidiaries to, pay prior to delinquency all taxes, assessments and
governmental levies the failure of which to pay could reasonably be expected to
result in a material adverse effect on the condition (financial or otherwise),
business or results of operations of the Company and its Restricted Subsidiaries
taken as a whole, except for those taxes contested in good faith by appropriate
proceedings.

SECTION 4.11.        Limitation on Dividends and Other Payment Restrictions
                     Affecting Restricted Subsidiaries.
                     ------------------------------------------------------

                  The Company will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or
suffer to exist or become effective any encumbrance or restriction on the
ability of any Restricted Subsidiary to (i) pay dividends or make any other
distributions to the Company or any other Restricted Subsidiary on its Capital
Stock or with respect to any other interest or participation in, or measured by,
its profits, or pay any Indebtedness owed to the Company or any other Restricted
Subsidiary, (ii) make loans or advances to the Company or any other Restricted
Subsidiary, or (iii) 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 (a) the Credit Agreement as in effect on the
Issue Date, and any amendments, restatements, renewals, replacements or
refinancings

<PAGE>

                                      -39-

thereof; provided that such amendments, restatements, renewals, replacement or
refinancings are no more restrictive in the aggregate with respect to such
dividend and other payment restrictions than those contained in the Credit
Agreement (or, if more restrictive, than those contained in this Indenture)
immediately prior to any such amendment, restatement, renewal, replacement or
refinancing, (b) applicable law, (c) any instrument governing Indebtedness or
Capital Stock of an Acquired Person by the Company or any of its Restricted
Subsidiaries as in effect at the time of such acquisition (except to the extent
such Indebtedness was incurred in connection with such acquisition); provided
that (1) such restriction is not applicable to any Person, or the properties or
assets of any Person, other than the Acquired Person, and (2) the consolidated
net income of an Acquired Person for any period prior to such acquisition shall
not be taken into account in determining whether such acquisition was permitted
by the terms of this Indenture, (d) by reason of customary non-assignment
provisions in leases entered into in the ordinary course of business and
consistent with past practices, (e) Purchase Money Indebtedness for property
acquired in the ordinary course of business that only impose restrictions on the
property so acquired, (f) an agreement for the sale or disposition of the
Capital Stock or assets of such Restricted Subsidiary; provided that such
restriction is only applicable to such Restricted Subsidiary or assets, as
applicable, and such sale or disposition otherwise is permitted under the
covenant described under Section 4.14; and provided, further, that such
restriction or encumbrance shall be effective only for a period from the
execution and delivery of such agreement through a termination date not later
than 270 days after such execution and delivery, (g) Refinancing Indebtedness
permitted under this Indenture; provided that the restrictions contained in the
agreements governing such Refinancing Indebtedness are no more restrictive in
the aggregate than those contained in the agreements governing the Indebtedness
being refinanced immediately prior to such refinancing or (h) this Indenture.

SECTION 4.12.        Maintenance of Office or Agency.
                     -------------------------------

                  The Company will maintain in the Borough of Manhattan, the
City of New York, an office or an agency (which may be an office of any Agent)
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 Company will give prompt written notice to the
Trustee of any change in the location of such office or agency. If at any time
the Company 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.

                  The Company may also from time to time designate one or more
other offices or agencies where the Notes may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any matter
relieve the Company of its obligations to maintain an office or agency in the
Borough of Manhattan, the City of New York, for such purposes. The Company

<PAGE>

                                      -40-

will give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or agency.

                  The Company hereby designates the Corporate Trust Office of
the Trustee as one such office or agency of the Company in accordance with
Section 2.03.

SECTION 4.13.     Change of Control.
                  -----------------

                  (a) In the event of a Change of Control, each Holder will have
the right, subject to Section 4.13(c) and the other terms and conditions of this
Indenture, to require the Company to offer to repurchase all or any portion
(equal to $1,000 or an integral multiple thereof) of such Holder's Notes at a
purchase price in cash equal to 101% of the aggregate principal amount thereof,
plus accrued and unpaid interest to the date of purchase (a "Change of Control
Offer").

                  (b) Within 30 days following the occurrence of any Change of
Control, the Company shall mail to each holder of Notes at such holder's
registered address a notice stating: (i) that a Change of Control has occurred
and that such holder has the right to require the Company to repurchase all or a
portion (equal to $1,000 or an integral multiple thereof) of such holder's Notes
at a purchase price in cash equal to 101% of the aggregate principal amount
thereof, plus accrued and unpaid interest to the date of purchase (the "Change
of Control Purchase Date"), which shall be a Business Day, specified in such
notice, that is not earlier than 30 days or later than 60 days from the date
such notice is mailed, (ii) the amount of accrued and unpaid interest as of the
Change of Control Purchase Date, (iii) that any Note not tendered will continue
to accrue interest, (iv) that, unless the Company defaults in the payment of the
purchase price for the Notes payable pursuant to the Change of Control Offer,
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
Holders electing to tender any Note or portion thereof will be required to
surrender their Note, with a form entitled "Option of Holder to Elect Purchase"
completed, to the Paying Agent. at the address specified in the notice prior to
the close of business on the Business Day preceding the Change of Control
Purchase Date; provided that Holders electing to tender only a portion of any
Note must tender a principal amount of $1,000 or integral multiples thereof;
(vi) that Holders will be entitled to withdraw their election to tender Notes if
the Paying Agent receives, not later than the close of business on the third
Business Day preceding the Change of Control Purchase Date, a telegram, telex,
facsimile transmission or letter setting forth the name of the Holder, the
principal amount of Notes delivered for purchase, and a statement that such
Holder is withdrawing his election to have such Note purchased; and (vii) that
Holders whose Notes are accepted for payment in part will be issued new Notes
equal in principal amount to the unpurchased portion of Notes surrendered;
provided that only Notes in a principal amount of $1,000 or integral multiples
thereof will be accepted for payment in part.

<PAGE>
                                      -41-

                  (c) On the Change of Control Purchase Date, the Company shall
(i) accept for payment all Notes or portions thereof tendered pursuant to the
Change of Control Offer, (ii) deposit with the Paying Agent the aggregate
purchase price of all Notes or portions thereof accepted for payment and any
accrued and unpaid interest on such Notes as of the Change of Control Purchase
Date, and (iii) deliver or cause to be delivered to the Trustee all Notes
tendered pursuant to the Change of Control Offer.

SECTION 4.14.            Limitation on Asset Sales.
                         -------------------------

                  (a) The Company will not, and will not permit any Restricted
Subsidiary to, make any Asset Sale unless (i) the Company or such Restricted
Subsidiary, as the case may be, receives consideration at the time of such Asset
Sale at least equal to the fair market value (as evidenced by a resolution of
the Board of Directors set forth in an Officers' Certificate delivered to the
Trustee) of the assets or other property sold or disposed of in the Asset Sale,
and (ii) at least 75% of such consideration is in the form of cash or Cash
Equivalents; provided that for purposes of this covenant "cash" shall include
the amount of any liabilities (other than liabilities that are by their terms
subordinated to the Notes or any Subsidiary Guarantee) of the Company or such
Restricted Subsidiary (as shown on the Company's or such Restricted Subsidiary's
most recent balance sheet or in the notes thereto) that are assumed by the
transferee of any such assets or other property in such Asset Sale (and
excluding any liabilities that are incurred in connection with or in
anticipation of such Asset Sale), but only to the extent that such assumption is
effected on a basis under which there is no further recourse to the Company or
any of its Restricted Subsidiaries with respect to such liabilities; provided,
further, that the Company and such Restricted Subsidiary shall be permitted to
make an Asset Sale without complying with clause (ii) above to the extent the
consideration for such Asset Sale constitutes Additional Assets.

                  (b) Within 360 days after any Asset Sale, the Company may
elect to apply the Net Proceeds from such Asset Sale to (i) permanently reduce
any Indebtedness under the Credit Agreement, and/or (ii) make an investment in,
or acquire assets directly related to, the television broadcasting business.
Pending the final application of any such Net Proceeds, the Company may
temporarily reduce the revolving portion of the Credit Agreement or temporarily
invest such Net Proceeds in any manner permitted by this Indenture. Any Net
Proceeds from an Asset Sale not applied or invested as provided in the first
sentence of this paragraph within 360 days of such Asset Sale will be deemed to
constitute "Excess Proceeds."

                  (c) As soon as practical, but in no event later than 10
Business Days after any date (an "Asset Sale Offer Trigger Date") that the
aggregate amount of Excess Proceeds exceeds $5,000,000, the Company shall,
commence an offer to purchase the maximum principal amount of Notes and other
Indebtedness of the Company that ranks pari passu in right of payment with the
Notes (to the extent required by the instrument governing such other Indebt

<PAGE>

                                      -42-

edness) that may be purchased out of the Excess Proceeds (an"Asset Sale
Offer"). Any Notes and other Indebtedness to be purchased pursuant
to an Asset Sale Offer shall be purchased pro rata based on the aggregate
principal amount of Notes and such other Indebtedness outstanding and all Notes
shall be purchased at an offer price in cash in an amount equal to 100% of the
principal amount thereof, plus accrued and unpaid interest to the date of
purchase. To the extent that any Excess Proceeds remain after completion of an
Asset Sale Offer, the Company may use the remaining amount for general corporate
purposes, including for the redemption, repurchase, retirement or other
acquisition of the Existing Subordinated Notes in accordance with the Existing
Subordinated Notes Indentures.

                  (d) Within 30 days following the occurrence of any Asset Sale
Offer Trigger Date, the Company shall mail to each holder of Notes at such
holder's registered address a notice stating: (i) that an Asset Sale Offer
Trigger Date has occurred and that the Company is offering to purchase the
maximum principal amount of Notes that may be purchased out of the Excess
Proceeds (to the extent provided in the foregoing clause (c)), at an offer price
in cash in an amount equal to 100% of the principal amount thereof, plus accrued
and unpaid interest to the date of purchase (the "Asset Sale Offer Purchase
Date"), which shall be a Business Day, specified in such notice, that is not
earlier than 30 days or later than 60 days from the date such notice is mailed,
(ii) the amount of accrued and unpaid interest as of the Asset Sale Offer
Purchase Date, (iii) that any Note not tendered will continue to accrue
interest, (iv) that, unless the Company defaults in the payment of the purchase
price for the Notes payable pursuant to the Asset Sale Offer, any Notes accepted
for payment pursuant to the Asset Sale Offer shall cease to accrue interest
after the Asset Sale Offer Purchase Date, (v) that Holders electing to tender
any Note or portion thereof will be required to surrender their Note, with a
form entitled "Option of Holder to Elect Purchase" completed, to the Paying
Agent at the address specified in the notice prior to the close of business on
the Business Day preceding the Asset Sale Offer Purchase Date; provided that
Holders electing to tender only a portion of any Note must tender a principal
amount of $1,000 or integral multiples thereof, (vi) that Holders will be
entitled to withdraw their election to tender Notes if the Paying Agent
receives, not later than the close of business on the third Business Day
preceding the Asset Sale Offer Purchase Date, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of Notes delivered for purchase, and a statement that such Holder is
withdrawing his election to have such Note purchased; and (vii) that Holders
whose Notes are accepted for payment in part will be issued new Notes equal in
principal amount to the unpurchased portion of Notes surrendered; provided that
only Notes in a principal amount of $1,000 or integral multiples thereof will be
accepted for payment in part.

<PAGE>
                                      -43-

SECTION 4.15.              Limitation on Guarantees of Company Indebtedness by
                           Restricted Subsidiaries.
                           ---------------------------

                  (a) In the event that any Restricted Subsidiary, directly or
indirectly, guarantees any Indebtedness of the Company other than the Notes (the
"Other Indebtedness") the Company shall cause such Restricted Subsidiary to
concurrently guarantee (an "Additional Guarantee") the Company's Obligations
under this Indenture and the Notes on a senior basis; provided, however, that
each Additional Guarantee shall by its terms provide that the Additional
Guarantor making such Additional Guarantee will be automatically and
unconditionally released and discharged from its obligations under such
Additional Guarantee upon the release or discharge of the guarantee of the Other
Indebtedness that resulted in the creation of such Additional Guarantee, except
a discharge or release by, or as a result of, any payment under the guarantee of
such Other Indebtedness by such Additional Guarantor.

                  (b) To the extent that any Restricted Subsidiary is required
to become an Additional Guarantor pursuant to Section 4.15(a), the Company and
each Subsidiary Guarantor shall cause such Restricted Subsidiary to execute such
instruments and take such actions as the Trustee may require to evidence the
Additional Guarantee required under Section 4.15(a).

SECTION 4.16.              Limitation on Subsidiary Capital Stock.
                           --------------------------------------

                  The Company will not permit any Restricted Subsidiary of the
Company to issue any Capital Stock, except for (i) Capital Stock issued to and
held by the Company or a Wholly Owned Restricted Subsidiary, and (ii) Capital
Stock issued by a Person prior to the time (a) such Person becomes a Restricted
Subsidiary, (b) such Person merges with or into a Restricted Subsidiary or (c) a
Restricted Subsidiary merges with or into such Person; provided that such
Capital Stock was not issued by such Person in anticipation of the type of
transaction contemplated by clauses (a), (b) or (c).

SECTION 4.17.              Future Subsidiary Guarantors.
                           ----------------------------

                  The Company and each Subsidiary Guarantor shall cause each
Restricted Subsidiary of the Company which, after the date of this Indenture (if
not then a Subsidiary Guarantor), becomes a Restricted Subsidiary to execute and
deliver an indenture supplemental to this Indenture and thereby become an
Additional Guarantor which shall be bound by the Guarantee of the Notes in the
form set forth in this Indenture (without such Additional Guarantor being
required to execute and deliver the Guarantee endorsed on the Notes).

SECTION 4.18.              Limitation on Certain Transfers of Assets.
                           -----------------------------------------

                  The Company and the Subsidiary Guarantors will not sell,
convey, transfer or otherwise dispose of their respective assets or properties
to any of the Company's Subsidiaries

<PAGE>

                                      -44-

(other than another Subsidiary Guarantor), except for sales, conveyances,
transfers or other dispositions made in the ordinary course of business and
except for capital contributions to any Restricted Subsidiary, the only material
assets of which are broadcast licenses. For purposes of this provision, any
sale, conveyance, transfer, lease or other disposition of property or assets,
having a fair market value in excess of (i) $1,000,000 for any sale, conveyance,
transfer, lease or disposition or series of related sales, conveyances,
transfers, leases and dispositions and (ii) $5,000,000 in the aggregate for all
such sales, conveyances, transfers, leases or dispositions in any fiscal year of
the Company shall not be considered "in the ordinary course of business."

SECTION 4.19.              Maintenance of Properties.
                           -------------------------

                  The Company will cause all properties used in the conduct of
its business or the business of any Restricted Subsidiary to be maintained and
kept in good condition, repair and working order and supplied with all necessary
equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company advantageously conducted at all times; provided, however, that
nothing in this Section shall prevent the Company or any Restricted Subsidiary
from discontinuing the operation or maintenance of any of such properties if
such discontinuance is, as determined by the Board of Directors of the Company
in good faith, desirable in the conduct of its business or the business or any
of its Restricted Subsidiaries.

SECTION 4.20.              Maintenance of Insurance.
                           ------------------------

                  The Company shall, and shall cause each of its Restricted
Subsidiaries to, keep at all times all of their properties which are of an
insurable nature insured against loss or damage with insurers believed by the
Company to be responsible to the extent that property of similar character
usually is so insured by corporations similarly situated and owning like
properties in accordance with good business practice.

                                    ARTICLE V

                                   SUCCESSORS

SECTION 5.01.              Merger, Consolidation and Sale of Assets.
                           ----------------------------------------

                  (a) The Company shall not consolidate or merge with or into
(whether or not the Company is the Surviving Person), or sell, assign, transfer,
lease, convey or otherwise dispose of all or substantially all of its properties
or assets in one or more related transactions, to another Person unless (i) the
Surviving Person is a corporation organized or existing under the laws of the
United States, any state thereof or the District of Columbia; (ii) the Surviving
Person (if other than the Company) assumes all the obligations of the Company
under this Inden-

<PAGE>

                                      -45-

ture and the Notes pursuant to a supplemental indenture in a formreasonably
satisfactory to the Trustee; (iii) at the time of and immediatelyafter such
Disposition, no Default or Event of Default shall have occurred and
be continuing; and (iv) the Surviving Person will (A) have Consolidated Net
Worth (immediately giving effect to the Disposition on a pro forma basis) equal
to or greater than the Consolidated Net Worth of the Company immediately
preceding the transaction, and (B) at the time of such Disposition and after
giving pro forma effect thereto, the Surviving Person would be permitted to
issue at least $1.00 of additional Indebtedness pursuant to Section 4.07(a).

                  (b) In the event of a sale of all or substantially all of the
assets of any Subsidiary Guarantor or all of the Capital Stock of any Subsidiary
Guarantor, by way of merger, consolidation or otherwise, the Surviving Person of
any such merger or consolidation, or such Subsidiary Guarantor if all of its
capital stock is sold, shall be released and relieved of any and all Obligations
under the Subsidiary Guarantee of such Subsidiary Guarantor if (i) the person or
entity surviving such merger or consolidation or acquiring the capital stock of
such Subsidiary Guarantor is not a Subsidiary of the Company, and (ii) the Net
Proceeds from such sale are used after such sale in a manner that complies with
the provisions of Section 4.14 concerning the disposition of Net Proceeds from
an Asset Sale.

                  (c) Except as provided in Section 5.01(b), no Subsidiary
Guarantor shall consolidate with or merge with or into another Person, whether
or not such Person is affiliated with such Subsidiary Guarantor and whether or
not such Subsidiary Guarantor is the Surviving Person, unless (i) the Surviving
Person is a corporation organized or existing under the laws of the United
States, any state thereof or the District of Columbia; (ii) the Surviving Person
(if other than such Subsidiary Guarantor) assumes all the Obligations of such
Subsidiary Guarantor under this Indenture and the Notes pursuant to a
supplemental indenture in a form reasonably satisfactory to the Trustee; (iii)
at the time of and immediately after such Disposition, no Default or Event of
Default shall have occurred and be continuing; and (iv) the Surviving Person
will have Consolidated Net Worth (immediately after giving pro forma effect to
the Disposition) equal to or greater than the Consolidated Net Worth of such
Subsidiary Guarantor immediately preceding the transaction; provided, however,
that clause (iv) of this Section 5.01(c) shall not be a condition to a merger or
consolidation of a Subsidiary Guarantor if such merger or consolidation only
involves the Company and/or one or more Wholly Owned Restricted Subsidiaries of
the Company.

                  (d) Prior to the consummation of any proposed Disposition,
merger or consolidation of the Company or a Subsidiary Guarantor or the sale of
all or substantially all of the assets of the Company or a Subsidiary Guarantor,
the Company shall deliver to the Trustee an Officers' Certificate stating that
such transaction complies with this Indenture and an Opinion of Counsel stating
that such transaction and the supplemental indenture, if required, comply with
this Indenture.

<PAGE>
                                      -46-

SECTION 5.02.              Surviving Person Substituted.
                           ----------------------------

                  In the event of any transaction (other than a lease) described
in and complying with the conditions listed in Sections 5.01(a) or (c) in which
the Company or any Subsidiary Guarantor is not the Surviving Person and the
Surviving Person is to assume all the obligations of the Company or any such
Subsidiary Guarantor under the Notes and this Indenture pursuant to a
supplemental indenture, such Surviving Person shall succeed to, and be
substituted for, and may exercise every right and power of, the Company or such
Subsidiary Guarantor, as the case may be, and the Company or such Subsidiary
Guarantor, as the case may be, would be discharged from its obligations under
this Indenture, the Notes or its Subsidiary Guarantee, as the case may be.

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

SECTION 6.01.              Events of Default.
                           -----------------

                  (a)  Each of the following constitutes an "Event of Default":

                    (i)    a default for 30 days in the payment when due of
                           interest on any Note;

                    (ii) a default in the payment when due of principal on any
         Note, whether upon maturity, acceleration, optional or mandatory
         redemption, required repurchase or otherwise;

                  (iii) failure to perform or comply with any covenant,
         agreement or warranty in this Indenture (other than the defaults
         specified in clauses (i) and (ii) above) or the Escrow Agreement, which
         failure continues (A) in the case of any such covenant, agreement or
         warranty contained in Sections 4.05, 4.07, 4.14 and 5.01, for 30 days
         after written notice thereof 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 then outstanding Notes and (B)
         in the case of any other such covenant, agreement or warranty contained
         in this Indenture or the Escrow Agreement, for 60 days after written
         notice thereof 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 then outstanding Notes;

                  (iv) the occurrence of one or more defaults under any
         agreements, indentures or instruments under which the Company, any
         Subsidiary Guarantor or any other Restricted Subsidiary then has
         outstanding Indebtedness in excess of $5,000,000 in the

<PAGE>

                                      -47-

         aggregate and, if not already matured at its final maturity in
         accordance with its terms, such Indebtedness shall have been
         accelerated;

                  (v) except as permitted by this Indenture, any Subsidiary
         Guarantee shall for any reason cease to be, or be asserted in writing
         by any Subsidiary Guarantor or the Company not to be, in full force and
         effect, and enforceable in accordance with its terms;

                  (vi) one or more judgments, orders or decrees for the payment
         of money in excess of $5,000,000, either individually or in the
         aggregate (net of amounts covered by reputable and credit worthy
         insurance company, or by bond, surety or similar instrument) shall be
         entered against the Company, any Subsidiary Guarantor or any other
         Restricted Subsidiary or any of their respective properties and which
         judgments, orders or decrees are not paid, discharged, bonded or stayed
         for a period of 60 days after their entry;

                  (vii) any holder or holders of at least $5,000,000 in
         aggregate principal amount of Indebtedness of the Company, any
         Subsidiary Guarantor or any other Restricted Subsidiary after a default
         under such Indebtedness shall notify the Trustee of the intended sale
         or disposition of any assets of the Company, any Subsidiary Guarantor
         or any other Restricted Subsidiary with an aggregate fair market value
         (as determined in good faith by the Company's Board of Directors) of at
         least $500,000 that have been pledged to or for the benefit of such
         holder or holders to secure such Indebtedness or shall commence
         proceedings, or take any action (including by way of set off), to
         retain in satisfaction of such Indebtedness or to collect on, seize,
         dispose of or apply in satisfaction of such Indebtedness, such assets
         of the Company, any Subsidiary Guarantor or any other Restricted
         Subsidiary (including funds on deposit or held pursuant to lock-box and
         other similar arrangements);

                  (viii) there shall have been the entry by a court of competent
         jurisdiction of (a) a decree or order for relief in respect of the
         Company, any Subsidiary Guarantor or any other Restricted Subsidiary in
         an involuntary case or proceeding under any applicable Bankruptcy Law
         or (b) a decree or order adjudging the Company, any Subsidiary
         Guarantor or any other Restricted Subsidiary bankrupt or insolvent, or
         seeking reorganization, arrangement, adjustment or composition of or in
         respect of the Company, any Subsidiary Guarantor or any other
         Restricted Subsidiary under any applicable federal or state law, or
         appointing a custodian, receiver, liquidator, assignee, trustee,
         sequestrator (or other similar official) of the Company, any Subsidiary
         Guarantor or any other Restricted Subsidiary or of any substantial part
         of their respective properties, or ordering the winding up or
         liquidation of their affairs, and any such decree or order for

<PAGE>

                                      -48-

         relief shall continue to be in effect, or any such other decree or
         order shall be unstayed and in effect, for a period of 60 days;

                  (ix) (a) the Company, any Subsidiary Guarantor or any other
         Restricted Subsidiary commences a voluntary case or proceeding under
         any applicable Bankruptcy Law or any other case or proceeding to be
         adjudicated bankrupt or insolvent, (b) the Company, any Subsidiary
         Guarantor or any other Restricted Subsidiary consents to the entry of a
         decree or order for relief in respect of the Company, such Subsidiary
         Guarantor or such Restricted Subsidiary in an involuntary case or
         proceeding under any applicable Bankruptcy Law or to the commencement
         of any bankruptcy or insolvency case or proceeding against it, (c) the
         Company, any Subsidiary Guarantor or any other Restricted Subsidiary
         files a petition or answer or consent seeking reorganization or relief
         under any applicable federal or state law, (d) the Company, any
         Subsidiary Guarantor or any other Restricted Subsidiary (x) consents to
         the filing of such petition or the appointment of or taking possession
         by, a custodian, receiver, liquidator, assignee, trustee, sequestrator
         or other similar official of the Company, such Subsidiary Guarantor or
         such Restricted Subsidiary or of any substantial part of their
         respective property, (y) makes an assignment for the benefit of
         creditors or (z) admits in writing its inability to pay its debts
         generally as they become due or (e) the Company, any Subsidiary
         Guarantor or any other Restricted Subsidiary takes any corporate action
         in furtherance of any such actions in this paragraph (ix); or

                  (x) the Company shall assert or acknowledge in writing that
         the Escrow Agreement is invalid or unenforceable.

                  (b) Any notice of default delivered to the Company by the
Trustee or by Holders of Notes with a copy to the Trustee must specify the
Default, demand that it be remedied and state that the notice is a "Notice of
Default."

SECTION 6.02.              Acceleration.
                           ------------

                  (a) If any Event of Default (other than an Event of Default
specified under Section 6.01(a)(viii) or (ix)) occurs and is continuing, the
Trustee or the Holders of at least 25% in aggregate principal amount of the then
outstanding Notes may, and the Trustee at the request of such holders shall,
declare all the Notes to be due and payable immediately. Notwithstanding the
foregoing, in the case of an Event of Default arising from the events specified
in Sections 6.01(a)(viii) or (ix), the principal of, premium, if any, and any
accrued and unpaid interest on all outstanding Notes shall ipso facto become
immediately due and payable without further action or notice.

                  (b) In the event of a declaration of acceleration of the Notes
because an Event of Default has occurred and is continuing as a result of the
acceleration of any Indebtedness

<PAGE>

                                      -49-

described in Section 6.01(a)(iv), the declaration of acceleration of the Notes
shall be automatically annulled if the holders of any Indebtedness described in
Section 6.01(a)(iv) have rescinded the declaration of acceleration in respect of
such Indebtedness within 15 Business Days of the date of such declaration and if
(a) the annulment of the acceleration of the Notes would not conflict with any
judgment or decree of a court of competent jurisdiction, and (b) all existing
Events of Default, except non-payment of principal or interest on the Notes that
became due solely because of the acceleration of the Notes, have been cured or
waived.

                  (c) The Holders of a majority in aggregate principal amount of
the then outstanding Notes by notice to the Trustee may rescind any declaration
of acceleration of such Notes and its consequences if the rescission would not
conflict with any judgment or decree and if all existing Defaults and Events of
Default (other than the nonpayment of principal or premium, if any, or interest
on, the Notes which shall have become due by such declaration) shall have been
cured or waived.

SECTION 6.03.              Other Remedies.
                           --------------

                  If an Event of Default occurs and is continuing, the Trustee
may pursue any available remedy to collect the payment of principal of, or
premium, if any, or interest on, the Notes or to enforce the performance of any
provision of the Notes or this Indenture. The Trustee may maintain a proceeding
even if it does not possess any of the Notes or does not produce any of them in
the proceeding. A delay or omission by the Trustee or any Holder in exercising
any right or remedy accruing upon an Event of Default shall not impair the right
or remedy or constitute a waiver of or acquiescence in the Event of Default. All
remedies are cumulative to the extent permitted by law.

SECTION 6.04.              Waiver of Past Defaults.
                           -----------------------

                  The Holders of a majority in aggregate principal amount of the
Notes then outstanding by notice to the Trustee may on behalf of the Holders of
all of the Notes waive any existing Default or Event of Default and its
consequences under this Indenture except (i) a continuing Default or Event of
Default in the payment of the principal of, or premium, if any, or interest on,
the Notes (which may only be waived with the consent of each Holder of Notes
affected), or (ii) in respect of a covenant or provision which 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 therefore shall deemed to have been cured for
every purpose of this Indenture; provided that no such waiver shall extend to
any subsequent or other Default or impair any right consequent thereon.

<PAGE>
                                      -50-

SECTION 6.05.              Control by Majority of Holders.
                           ------------------------------

                  Subject to Section 7.01(e), the Holders of a majority in
aggregate principal amount of the outstanding Notes may 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 it by this Indenture. However, the
Trustee may refuse to follow any direction that conflicts with law or this
Indenture, that the Trustee determines may be unduly prejudicial to the rights
of other Holders, or would involve the Trustee in personal liability.

SECTION 6.06.              Limitation of Suits by Holders.
                           ------------------------------

                  A Holder may pursue a remedy with respect to this Indenture or
the Notes only if: (1) the Holder gives to the Trustee notice of a continuing
Event of Default; (2) the Holders of at least 25% in principal amount of the
then outstanding Notes make a request to the Trustee to pursue the remedy; (3)
such Holder or Holders offer to the Trustee indemnity satisfactory to the
Trustee against any loss liability or expense; (4) the Trustee does not comply
with the request within 60 days after receipt of the request and the offer of
indemnity; and (5) during such 60-day period the Holders of a majority in
aggregate principal amount of the then outstanding Notes do not give the Trustee
a direction inconsistent with the request. A Holder may not use this Indenture
to prejudice the rights of another Holder or to obtain a preference or priority
over another Holder. Holders of the Notes may not enforce this Indenture, except
as provided herein.

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

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

SECTION 6.08.              Collection Suit by Trustee.
                           --------------------------

                  If an Event of Default specified in Section 6.01(a)(i) or
(a)(ii) occurs and is continuing, the Trustee is authorized to recover judgment
in its own name and as trustee of an express trust against the Company for (i)
the principal, premium, if any, and interest remaining unpaid on the Notes, (ii)
interest on overdue principal and premium, if any, and, to the extent lawful,
interest, and (iii) 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
("Trustee Expenses").

<PAGE>
                                      -51-

SECTION 6.09.              Trustee May File Proofs of Claim.
                           --------------------------------

                  The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable to have the claims of the Trustee
(including any claim for Trustee Expenses and for amounts due under Section
7.07) and the Holders allowed in any Insolvency or Liquidation Proceeding
relative to the Company (or any other obligor upon the Notes), its creditors or
its property and shall be entitled and empowered to collect, receive and
distribute to Holders any money or other property payable or deliverable on any
such claims and each Holder authorizes any Custodian in any such Insolvency or
Liquidation Proceeding to make such payments to the Trustee, and if the Trustee
shall consent to the making of such payments directly to the Holders any such
Custodian is hereby authorized to make such payments directly to the Holders,
and to pay to the Trustee any amount due to it hereunder for Trustee Expenses,
and any other amounts due the Trustee under Section 7.07; provided, however,
that the Trustee shall not be authorized to (i) consent to, 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, or (ii) vote in
respect of the claim of any Holder in any such Insolvency or Liquidation
Proceeding. To the extent that the payment of any such Trustee Expenses, and any
other amounts due the Trustee under Section 7.07 out of the estate in any such
proceeding, shall be denied for any reason, payment of the same shall be secured
by a Lien on, and shall be paid out of, any and all distributions, dividends,
money, securities and other properties which the Holders may be entitled to
receive in such proceeding, whether in liquidation or under any plan of
reorganization or arrangement or otherwise.

SECTION 6.10.              Priorities.
                           ----------

                  If the Trustee collects any money pursuant to this Article VI,
it shall pay out the money in the following order:

                  First:    to the Trustee for Trustee Expenses and for amounts
                            due under Section 7.07;

                  Second:   to Holders for amounts due and unpaid on the Notes
                            for principal, premium, if any, and interest,
                            ratably, without preference or priority of any kind,
                            according to the amounts due and payable on
                            the Notes for principal, premium, if any, and
                            interest, respectively; and

                  Third:    to the Company or to such party as a court of
                            competent jurisdiction shall direct.

                  The Trustee may fix a record date and payment date for any
payment to Holders.

<PAGE>
                                      -52-

SECTION 6.11.              Undertaking for Costs.
                           ---------------------

                  In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as a Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees and expenses, against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made by
the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a
suit by a Holder pursuant to Section 6.07, or a suit by Holders of more than 10%
in principal amount of the then outstanding Notes.

                                   ARTICLE VII

                                     TRUSTEE

SECTION 7.01.              Duties of Trustee.
                           -----------------

                  (a) If an Event of Default occurs (and has not been cured) the
Trustee shall (i) exercise the rights and powers vested in it by this Indenture,
and (ii) use the same degree of care and skill in exercising such rights and
powers as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs.

                  (b) Except during the continuance of an Event of Default: (i)
the Trustee's duties shall be determined solely by the express provisions of
this Indenture and the Trustee need perform only those duties that are
specifically set forth in this Indenture and no others, and no implied covenants
or obligations shall be read into this Indenture against the Trustee; and (ii)
in the absence of bad faith on its part, the Trustee may conclusively rely, as
to the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture. However, in the case of any such
certificates or opinions which by any provision hereof 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).

                  (c) The Trustee shall not be relieved from liability for its
own negligent action, its own negligent failure to act, or its own willful
misconduct, except, that: (i) this Section 7.01(c) does not limit the effect of
Section 7.01(b); (ii) the Trustee shall not be liable for any error of judgment
made in good faith by a Trust Officer, unless it is proved that the Trustee was
negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not
be liable with respect to any action it takes or omits to take in good faith in
accordance with a direction it receives pursuant to Section 6.05.

<PAGE>
                                      -53-

                  (d) Every provision of this Indenture that in any way relates
to the Trustee shall be subject to paragraphs (a), (b) and (c) of this Section.

                  (e) No provision of this Indenture shall require the Trustee
to expend or risk its own funds or incur any liability. The Trustee shall be
under no obligation to exercise any of its rights and powers under this
Indenture at the request of any Holders unless such Holders shall have offered
to the Trustee security and indemnity satisfactory to it against any loss,
liability or expense.

                  (f) The Trustee shall not be liable for interest on any money
received by it except as it may agree in writing with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

                  (g) The Trustee shall not be charged with knowledge of any
Event of Default described in Section 6.01(a)(iii), (iv), (v), (vi), (vii),
(viii) or (ix) hereof unless a Trust Officer of the Trustee shall have actual
knowledge of such Event of Default.

SECTION 7.02.              Rights of Trustee.
                           -----------------

                  (a) The Trustee may conclusively rely on and shall be
protected in acting or refraining from acting on any document it believes to be
genuine and to have been signed or presented by the proper Person. The Trustee
need not investigate any fact or matter stated in any such document.

                  (b) Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate or an Opinion of Counsel, or both. The Trustee
shall not be liable for any action it takes or omits to take in good faith in
reliance on such Officers' Certificate or Opinion of Counsel; provided that such
action or omission does not constitute gross negligence. The Trustee may consult
with counsel of its selection and 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 under this Indenture in good faith
and in reliance on such advice or opinion.

                  (c) The Trustee may act through agents or attorneys and shall
not be responsible for the misconduct or negligence of any agent appointed with
due care.

                  (d) The Trustee shall not be liable for any action it takes or
omits in good faith that it believes to be authorized or within its rights or
powers.

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

<PAGE>
                                      -54-

The rights, privileges, protections, immunities and benefits given to the
Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and each agent, custodian and other Person employed to act hereunder.

SECTION 7.03.              Individual Rights of Trustee.
                           ----------------------------

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Notes and may otherwise deal with the Company or any of
its Affiliates with the same rights it would have if it were not Trustee.
However, if the Trustee acquires any conflicting interest it must eliminate such
conflict within 90 days, apply to the Commission for permission to continue as
Trustee, or resign. Each Agent shall have the same rights as the Trustee under
this Section 7.03.

SECTION 7.04.              Trustee's Disclaimer.
                           --------------------

                  The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Indenture or the Notes; it
shall not be accountable for the Company's use of the proceeds from the Notes or
for any money paid to the Company or upon the Company's direction under any
provisions of this Indenture; it shall not be responsible for the use or
application of any money that any Paying Agent other than the Trustee receives;
and, it shall not be responsible for any statement or recital in this Indenture
or any statement in the Notes or any other document executed in connection with
the sale of the Notes or pursuant to this Indenture other than its certificate
of authentication.

SECTION 7.05.              Notice to Holders of Defaults and Events of Default.
                           ---------------------------------------------------

                  If a Default or Event of Default occurs and is continuing and
if it is known to the Trustee, the Trustee shall mail to Holders a notice of the
Default or Event of Default within 90 days after it occurs. Except in the case
of a Default or Event of Default in payment on any Note (including any failure
to redeem Notes called for redemption or any failure to purchase Notes tendered
pursuant to an Offer that are required to be purchased by the terms of this
Indenture), the Trustee may withhold the notice if and so long as a committee of
its Trust Officers determines in good faith that withholding such notice is in
the Holders' interests.

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

                  Within 60 days after each May 15, beginning with May 15, 2002,
the Trustee shall mail to Holders a brief report dated as of such reporting date
that complies with Section 313(a) of the TIA (but if no event described in
Section 313 (a) of the TIA has occurred within the twelve months preceding the
reporting date, no report need be transmitted). The

<PAGE>

                                      -55-

Trustee also shall comply with Section 313(b)(2) of the TIA. The Trustee shall
also transmit by mail all reports as required by Section 313(c) of the TIA.

                  Commencing at the time this Indenture is qualified under the
TIA, a copy of each report at the time of its mailing to Holders shall be filed
with the Commission and each stock exchange on which the Notes are listed. The
Company shall promptly notify the Trustee when the Notes are listed on any stock
exchange and of any delisting thereof.

SECTION 7.07.              Compensation and Indemnity.
                           --------------------------

                  The Company shall pay to the Trustee from time to time such
compensation as shall be agreed in writing by the Company and the Trustee for
its services hereunder. The Trustee's compensation shall not be limited by any
law on compensation of a trustee of an express trust. The Company shall
reimburse the Trustee upon request for all reasonable disbursements, advances
and expenses it incurs or makes in addition to the compensation for its
services. Such expenses shall include the reasonable compensation, disbursements
and expenses of the Trustee's agents and counsel.

                  The Company shall indemnify the Trustee against any and all
losses, liabilities or expenses (including, without limitation, reasonable
attorney's fees and expenses) the Trustee incurs arising out of or in connection
with the acceptance or administration of its duties under this Indenture, except
as set forth below. The Trustee shall notify the Company promptly of any claim
for which it may seek indemnity; provided, however, that failure by the Trustee
to provide the Company with any such notice shall not relieve the Company of any
of its obligations under this Section 7.07. The Trustee shall cooperate in the
defense of any such claim. The Trustee may have separate counsel and the Company
shall pay the reasonable fees and expenses of such counsel. The Company need not
pay for any settlement made without its consent, which consent shall not be
unreasonably withheld.

                  The Company's obligations under this Section 7.07 shall
survive the satisfaction and discharge of this Indenture. The Company need not
reimburse any expense or indemnify against any loss or liability the Trustee
incurs through negligence or bad faith.

                  To secure payment of the Company's obligations under this
Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or
property the Trustee holds or collects, except that held in trust or as security
to pay principal of, and premium, if any, and interest on, particular Notes.
Such Lien shall survive the satisfaction and discharge of this Indenture.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(a)(viii) or (ix) occurs, the expenses
and the compensation for the services (including the fees and expenses of its
agents and counsel) are intended to constitute

<PAGE>

                                      -56-

administrative expenses under any Bankruptcy Law without any need to demonstrate
substantial contribution under Bankruptcy Law.

                  The Company and the Subsidiary Guarantors' payment obligations
pursuant to this Section 7.07 shall survive the resignation and removal of the
Trustee and the discharge of this Indenture.


SECTION 7.08.              Replacement of Trustee.
                           ----------------------

                  A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section 7.08.

                  The Trustee may resign and be discharged from the trust hereby
created by so notifying the Company. The Holders of a majority in aggregate
principal amount of the then outstanding Notes may remove the Trustee by so
notifying the Trustee and the Company. The Company may remove the Trustee if:
(i) the Trustee fails to comply with Section 7.10; (ii) the Trustee is adjudged
a bankrupt or an insolvent or an order for relief is entered with respect to the
Trustee under any Bankruptcy Law; (iii) a Custodian or public officer takes
charge of the Trustee or its property; or (iv) the Trustee becomes incapable of
performing the services of the Trustee hereunder.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee; provided that the Holders of a majority in aggregate
principal amount of the then outstanding Notes may appoint a successor Trustee
to replace any successor Trustee appointed by Company.

                  If a successor Trustee does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company or the Holders of at least 10% in principal amount of the then
outstanding Notes may petition, at the expense of the Company, any court of
competent jurisdiction for the appointment of a successor Trustee.

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

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
appointment to Holders. The retiring Trustee shall promptly transfer all
property it holds as Trustee to the successor Trustee; provided that all sums
owing to the retiring Trustee here

<PAGE>

                                        -57-

under have been paid. Notwithstanding replacement of the Trustee pursuant to
this Section 7.08, the Company's obligations under Section 7.07 shall continue
for the retiring Trustee's benefit with respect to expenses and liabilities
relating to the retiring Trustee's activities prior to being replaced.

SECTION 7.09.              Successor Trustee by Merger, Etc.
                           --------------------------------

                  If the Trustee consolidates, merges or converts into, or
transfers all or substantially all of its corporate trust business to another
corporation, the successor corporation without any further act shall be the
successor Trustee.

SECTION 7.10.              Eligibility; Disqualification.
                           -----------------------------

                  The Trustee shall at all times (i) be a corporation organized
and doing business under the laws of the United States of America, of any state
thereof, or the District of Columbia authorized under such laws to exercise
corporate trust powers, (ii) be subject to supervision or examination by federal
or state authority, (iii) have a combined capital and surplus of at least $50
million as set forth in its most recently published annual report of condition,
and (iv) satisfy the requirements of Sections 310(a)(1),(2) and (5) of the TIA.
The Trustee is subject to Section 310(b) of the TIA.

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

                  The Trustee is subject to Section 311(a) of the TIA, excluding
any creditor relationship listed in Section 311(b) of the TIA. A Trustee who has
resigned or been removed shall be subject to Section 311(a) of the TIA to the
extent indicated therein.

                                  ARTICLE VIII

                             DISCHARGE OF INDENTURE

SECTION 8.01.              Discharge of Liability on Notes; Defeasance.
                           -------------------------------------------

                  (a) Subject to Sections 8.01(c), 8.02 and 8.06, this Indenture
shall cease to be of any further effect after (i) either the Company has
delivered to the Trustee all outstanding Notes (other than Notes replaced
pursuant to Section 2.07) for cancellation or all outstanding Notes have become
due and payable and the Company has irrevocably deposited with the Trustee or a
Paying Agent money and/or U.S. Government Obligations in an amount sufficient
(without reinvestment thereof) to pay when due all principal of, premium, if
any, and interest on, all outstanding Notes (other than Notes replaced pursuant
to Section 2.07), and (ii) the Company pays all other sums payable under this
Indenture.

<PAGE>
                                      -58-

                  (b) Subject to Sections 8.01(c), 8.02, and 8.06, the Company
at any time may terminate (i) all its obligations under this Indenture and the
Notes ("Legal Defeasance Option"), or (ii) its obligations under Sections 4.02,
4.03, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.14, 4.15, 4.16, 4.17,
4.18, 4.19, 4.20 and Article V ("Covenant Defeasance Option"). The Company may
exercise its Legal Defeasance Option notwithstanding its prior exercise of its
Covenant Defeasance Option.

                  If the Company exercises its Legal Defeasance Option, payment
of the Notes may not be accelerated because of an Event of Default. If the
Company exercises its Covenant Defeasance Option, payment of the Notes may not
be accelerated because of an Event of Default specified in 6.01(a)(iii), (iv),
(v), (vi) or (vii).

                  Upon satisfaction of the conditions set forth in Section 8.02
and upon the Company's request (and at the Company's expense), the Trustee
shall acknowledge in writing the discharge of those obligations that the
Company hasterminated.

                  (c) Notwithstanding Sections 8.01(a) and (b), the Company's
obligations under Sections 2.03, 2.04, 2.05, 2.06, 2.07, 4.01, 4.04, 7.07, 7.08,
8.04, 8.05 and 8.06, and the obligations of the Trustee and the Paying Agent
under Section 8.04, shall survive until the Notes have been paid in full.
Thereafter, the Company's obligations under Sections 7.07 and 8.05 and the
obligations of the Company, Trustee and Paying Agent under Section 8.04 shall
survive.

SECTION 8.02.              Conditions to Defeasance.
                           ------------------------

                  The Company may exercise its Legal Defeasance Option or its
Covenant Defeasance Option only if: (i) the Company irrevocably deposits in
trust with the Trustee or a Paying Agent money and/or U.S. Government
Obligations in an amount that, in the opinion of a nationally recognized firm
of independent accountants, is sufficient (without reinvestment thereof) for
payment in full of all principal of, and premium, if any, and interest on, the
Notes when due; (ii) 91 days have passed since the Company's irrevocable
deposit pursuant to Section 8.02(i) (and no Default or Event of Default
specified in Section 6.01(a)(viii) or (ix) shall have occurred at any time
during such 91-day period); (iii) no other Default or Event of Default shall
have occurred and be continuing on the date of such deposit and after giving
effect to it; (iv) such deposit does not constitute a default under any other
agreement binding on the Company; (v) the Company delivers to the Trustee an
Opinion of Counsel to the effect that the trust resulting from the deposit does
not constitute, or is qualified as, a regulated investment company under the
Investment Company Act of 1940, as amended; (vi) in the case of a Legal
Defeasance Option, the Company shall have delivered to the Trustee an Opinion
of Counsel stating that (1) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling, or (2) there has been a
change in applicable federal income tax law, in either case, to the effect
that, and based thereon such Opinion of Counsel shall con-

<PAGE>

                                       -59-

firm that, the Holders will not recognize gain or loss for federal income tax
purposes as a result of such deposit, defeasance and discharge and will be
subject to federal income tax on the same amount, in the same manner and at the
same time as would have been the case if such deposit, defeasance and discharge
had not occurred; (vii) in the case of a Covenant Defeasance Option, the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Holders will not recognize gain or loss for federal income tax
purposes as a result of such deposit and covenant defeasance and will be
subject to federal income tax on the same amount, in the same manner and at the
same time as would have been the case if such deposit and covenant defeasance
had not occurred; and (viii) the Company delivers to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent to the defeasance and discharge of the Notes contemplated by this
Article VIII have been satisfied.

SECTION 8.03.              Application of Trust Money.
                           --------------------------

                  The Trustee or Paying Agent shall hold in trust money and/or
U.S. Government Obligations deposited with it pursuant to this Article VIII.
The Trustee or Paying Agent shall apply the deposited money and the money from
U.S. Government Obligations in accordance with this Indenture to the payment of
principal of, and premium, if any, and interest on, the Notes.

SECTION 8.04.              Repayment to Company.
                           --------------------

                  After the Notes have been paid in full, the Trustee and the
Paying Agent shall promptly turn over to the Company any excess money or
securities held by them.

                  Any money deposited with the Trustee or a Paying Agent
pursuant to this Article VIII for the payment of the principal of, premium, if
any, or interest on, any Note that remains unclaimed for two years after
becoming due and payable shall be paid to the Company on its written request;
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 money shall cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such
repayment, shall at the expense of the Company cause to be published once, in
The New York Times and The Wall Street Journal (national edition), 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 notification or
publication, any unclaimed balance of such money then remaining will be repaid
to the Company.

SECTION 8.05.              Indemnity for U.S. Government Obligations.
                           -----------------------------------------

                  The Company shall pay and shall indemnify the Trustee and any
Paying Agent against any tax, fee or other charge imposed on or assessed against
cash and/or U.S. Govern-

<PAGE>

                                        -60-

ment Obligations deposited with it pursuant to this Article VIII or the
principal and interest received on such cash and/or U.S. Government Obligations.

SECTION 8.06.              Reinstatement.
                           -------------

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

                                   ARTICLE IX

                                   AMENDMENTS

SECTION 9.01.              Amendments and Supplements Permitted Without Consent
                           of Holders.
                           ----------------------------------------------------


                  (a) Notwithstanding Section 9.02, the Company and the Trustee
may amend or supplement this Indenture or the Notes without the consent of any
Holder to: (i) cure any ambiguity, defect or inconsistency; (ii) provide for
uncertificated Notes in addition to or in place of certificated Notes; (iii)
provide for the assumption of the Company's obligations to the Holders in the
event of any Disposition involving the Company that is permitted under Article
V in which the Company is not the Surviving Person; (iv) make any change that
would (1) provide any additional rights or benefits to Holders or (2) not
adversely affect the interests of any Holder; or (v) comply with the
requirements of the Commission in order to effect or maintain the qualification
of this Indenture under the TIA.

                  (b) Upon the Company's request, after receipt by the Trustee
of a resolution of the Board of Directors authorizing the execution of any
amended or supplemental indenture, the Trustee shall join with the Company in
the execution of any amended or supplemental indenture authorized or permitted
by the terms of this Indenture and to make any future appropriate agreements and
stipulations that may be contained in any such amended or supplemental
indenture, but the Trustee shall not be obligated to enter into an amended or
supplemental indenture that affects its own rights, duties, or immunities under
this Indenture or otherwise.

<PAGE>
-61-

SECTION 9.02.              Amendments and Supplements Requiring Consent of
                           Holders.
                           -----------------------------------------------------

                  (a) Except as otherwise provided in Sections 9.01(a) and 9.02
(c), this Indenture and the Notes may be amended or supplemented with the
written consent of the Holders of at least a majority in aggregate principal
amount of the then outstanding Notes (including consents obtained in connection
with a tender offer or exchange offer for the Notes), and any existing Default
or Event of Default or compliance with any provision of this Indenture or the
Notes may be waived with the consent of Holders of at least a majority in
principal of the then outstanding Notes (including consents obtained in
connection with a tender offer or exchange offer for the Notes).

                  (b) Upon the Company's request and after receipt by the
Trustee of a resolution of the Board of Directors authorizing the execution of
any supplemental indenture, evidence of the Holders' consent, and the documents
described in Section 9.06, the Trustee shall join with the Company in the
execution of such amended or supplemental indenture unless such amended or
supplemental indenture affects the Trustee's own rights, duties, or immunities
under this Indenture or otherwise, in which case the Trustee may in its
discretion, but not be obligated to, enter into such amended or supplemental
indenture.

                  (c) Without the consent of each Holder affected, no
amendment, supplement or waiver to this Indenture shall: (i) reduce the
principal amount of Notes whose Holders must consent to an amendment,
supplement or waiver, (ii) reduce the principal of or change the fixed maturity
of any Note, or alter the provisions with respect to the redemption of the
Notes in a manner adverse to the Holders, (iii) reduce the rate of or change
the time for payment of interest on any Note, (iv) waive a Default or Event of
Default in the payment of principal of, premium, if any, or interest on, the
Notes (except that Holders of at least a majority in aggregate principal amount
of the then outstanding Notes may (1) rescind an acceleration of the Notes that
resulted from a non-payment default, and (2) waive the payment default that
resulted from such acceleration), (v) make any Note payable in money other than
that stated in the Notes, (vi) make any change in the provisions of this
Indenture relating to waivers of past Defaults or the rights of Holders to
receive payments of principal of, or premium, if any, or interest on, the
Notes, (vii) waive a redemption payment with respect to any Note, (viii) make
any change in Section 6.04, Section 6.07 or this sentence, or (ix) release any
Liens created by the Escrow Agreement except in accordance with the terms of
the Escrow Agreement.

                  (d) It shall not be necessary for the consent of the Holders
under this Section 9.02 to approve the particular form of any proposed
amendment or waiver, but it shall be sufficient if such consent approves the
substance thereof. After an amendment, supplement or waiver under this Section
9.02 becomes effective, the Company shall mail to each Holder affected thereby
a notice briefly describing the amendment, supplement or waiver. Any failure

<PAGE>

                                      -62-

of the Company to mail such notice, or any defect therein, shall not, however,
in any way impair or affect the validity of any such amended or supplemental
indenture or waiver.

SECTION 9.03.              Compliance with TIA.
                           -------------------

                  Every amendment or supplement to this Indenture or the Notes
shall be set forth in an amended supplemental indenture that complies with the
TIA as then in effect.

SECTION 9.04.              Revocation and Effect of Consents.
                           ---------------------------------

                  (a) Until an amendment, supplement or waiver becomes
effective, a consent to it by a Holder of a Note is a continuing consent by the
Holder and every subsequent holder of a Note or portion of a Note that evidences
the same Indebtedness as the consenting Holder's Note, even if notation of the
consent is not made on any Note. However, any such Holder or subsequent Holder
may revoke the consent as to his or her Note or portion of a Note if the Trustee
receives the notice of revocation before the date on which the Trustee receives
an Officers' Certificate certifying that the Holders of the requisite principal
amount of Notes have consented to the amendment or waiver.

                  (b) The Company may, but shall not be obligated to, fix a
record date for the purpose of determining the holders of notes entitled to
consent to any amendment or waiver. If a record date is fixed, then
notwithstanding the provisions of the immediately preceding paragraph, those
Persons who were holders of Notes at such record date (or their duly designated
proxies), and only those Persons, shall be entitled to consent to such amendment
or waiver or to revoke any consent previously given, whether or not such Persons
continue to be holders of Notes after such record date. No consent shall be
valid or effective for more than 90 days after such record date unless consents
from Holders of the principal amount of Notes required hereunder for such
amendment or waiver to be effective shall have also been given and not revoked
within such 90-day period.

                  (c) After an amendment or waiver becomes effective it shall
bind every Holder, unless it is of the type described in Section 9.02(c), in
which case the amendment or waiver shall only bind each Holder that consented to
it and every subsequent holder of a Note that evidences the same debt as the
consenting Holder's Note.

SECTION 9.05.              Notation on or Exchange of Notes.
                           --------------------------------

                  The Trustee may place an appropriate notation about an
amendment, supplement or waiver on any Note thereafter authenticated. The
Company in exchange for all Notes may issue and the Trustee shall authenticate
new Notes that reflect the amendment, supplement or waiver. Failure to make the
appropriate notation or issue a new Note shall not affect the validity and
effect of such amendment, supplement or waiver.

<PAGE>
                                      -63-

SECTION 9.06.              Trustee Protected.
                           -----------------

                  The Trustee shall sign any amendment or supplemental indenture
authorized pursuant to this Article IX if the amendment does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. If it does,
the Trustee may, but need not, sign it. In signing such amendment or
supplemental indenture, the Trustee shall be entitled to receive and, subject to
Section 7.01, shall be fully protected in relying upon, an Officers' Certificate
and Opinion of Counsel pursuant to Sections 12.04 and 12.05 as conclusive
evidence that such amendment or supplemental indenture is authorized or
permitted by this Indenture, that it is not inconsistent herewith, and that it
will be valid and binding upon the Company in accordance with its terms. The
Company may not sign an amendment or supplemental indenture until the Board of
Directors approves it.

                                    ARTICLE X

                                    SECURITY

SECTION 10.01.             Security.
                           --------

                  (a) On the Issue Date, the Company shall deposit the Escrow
Amount into the Escrow Account, and at all times, subject to the Escrow
Agreement, grant to the Trustee as security for the benefit of the Holders, a
security interest in the Escrow Collateral. The Escrow Collateral must be in
such amount together with the proceeds from the investment thereof, to be
sufficient, as certified by the Company to the Trustee, to provide for payment
in full of the first four scheduled interest payments (but not any liquidated
damages) due on the outstanding Notes. The security interest in the Escrow
Collateral shall be granted by the Company to the Trustee for the benefit of the
Holders pursuant to the Escrow Agreement and shall be held by the Trustee in the
Escrow Account pending disposition pursuant to the Escrow Agreement. The Liens
created by the Escrow Agreement shall be first priority security interests in
the Escrow Collateral.

                  Pursuant to the Escrow Agreement, funds may be disbursed from
the Escrow Account only to pay interest on the Notes. If a portion of the Notes
has been retired by the Company, funds representing the lesser of

                    (i) the excess of the amount contained in the Escrow Account
         over an amount sufficient to pay interest through and including
         December 15, 2003 on the Notes not so retired and

                   (ii) the aggregate amount of interest payments which have not
         previously been made on such retired Notes for each interest payment
         date through and including

<PAGE>

                                      -64-

         the interest payment date to occur on December 15, 2003, shall be paid
         to the Company if no Default then exists under this Indenture.

                  Pending such disbursements, all funds contained in the Escrow
Account shall be invested in U.S. Government Obligations.  Interest earned
on such investments shall be retained in the Escrow Account.

                  (b) Each Holder, by its acceptance of a Note, consents and
agrees to the terms of the Escrow Agreement (including, without limitation, the
provisions providing for foreclosure and release of the Escrow Collateral) as
the same may be in effect or may be amended from time to time in accordance with
its terms, and authorizes and directs the Trustee to enter into the Escrow
Agreement and to perform its respective obligations and exercise its respective
rights thereunder in accordance therewith. The Company shall do or cause to be
done all such acts and things as may be reasonably necessary or proper, or as
may be required by the provisions of the Escrow Agreement, to assure and confirm
to the Trustee the security interest in the Escrow Collateral contemplated
hereby, by the Escrow Agreement or any part thereof, as from time to time
constituted, so as to render the same available for the security and benefit of
this Indenture and of the Notes secured hereby, according to the intent and
purposes herein expressed. The Company shall take, or shall cause to be taken,
any and all actions reasonably required (and any action reasonably requested by
the Trustee) to cause the Escrow Agreement to create and maintain, as security
for the obligations of the Company under this Indenture and the Notes, valid and
enforceable first priority liens in and on the Escrow Collateral, in favor of
the Trustee, superior to and prior to the rights of third Persons and subject to
no other Liens.

                  (c) The release of any Escrow Collateral pursuant to the
Escrow Agreement shall not be deemed to impair the security under this Article X
in contravention of the provisions hereof if and to the extent the Escrow
Collateral is released pursuant to this Indenture and the Escrow Agreement. To
the extent applicable, the Company shall cause TIA Section 314(d), relating to
the release of property or securities from the Lien and security interest of the
Escrow Agreement and relating to the substitution therefor of any property or
securities to be subjected to the Lien and security interest of the Escrow
Agreement, to be complied with. Any certificate or opinion required by TIA
Section 314(d) may be made by an officer of the Company, except in cases where
TIA Section 314(d) requires that such certificate or opinion be made by an
independent Person, which Person shall be an independent appraiser or other
expert selected or approved by the Company in the exercise of reasonable care.

                  (d) The Company shall cause TIA Section 314(b), relating to
opinions of counsel regarding the Lien under Escrow Agreement, to be complied
with. The Trustee may, to the extent permitted by Section 7.02 hereof, accept as
conclusive evidence of compliance with the foregoing provisions the appropriate
statements contained in such instruments.

<PAGE>
                                      -65-

                  (e) The Trustee, in its sole discretion and without the
consent of the Holders, may, and at the request of the Holders of at least 25%
in aggregate principal amount of Notes then outstanding shall, on behalf of the
Holders, take all actions it deems necessary or appropriate in order to (i)
enforce any of the terms of the Escrow Agreement and (ii) collect and receive
any and all amounts payable in respect of the obligations of the Company
thereunder. The Trustee shall have power to institute and to maintain such suits
and proceedings as the Trustee may deem expedient to preserve or protect its
interests and the interests of the Holders in the Escrow Collateral (including
power to institute and maintain suits or proceedings to restrain the enforcement
of or compliance with any legislative or other governmental enactment, rule or
order that may be unconstitutional or otherwise invalid if the enforcement of,
or compliance with, such enactment, rule or order would impair the security
interest hereunder or be prejudicial to the interest of the Holders or of the
Trustee).

                                   ARTICLE XI

                               INITIAL GUARANTEES

SECTION 11.01.             Initial Guarantees.
                           ------------------

                  (a) Each Initial Guarantor hereby, jointly and severally,
unconditionally guarantees to each Holder of a Note authenticated and delivered
by the Trustee that: (i) the principal of, premium, if any, and interest on the
Notes will be promptly paid in full when due, whether at maturity, by
acceleration, redemption or otherwise, and interest on the overdue principal of
and interest on the Notes, if any, to the extent lawful, and all other
Obligations of the Company to the Holders or the Trustee under this Indenture
and the Notes will be promptly paid in full, all in accordance with the terms of
this Indenture and the Notes; and (ii) in case of any extension of time of
payment or renewal of any Notes or any of such other Obligations, that the Notes
will be promptly paid in full when due in accordance with the terms of such
extension or renewal, whether at stated maturity, by acceleration or otherwise.
In the event that the Company fails to pay any amount guaranteed by the Initial
Guarantors for any reason whatsoever, the initial Guarantors will be jointly and
severally obligated to pay such amount immediately. The Initial Guarantors
hereby further agree that their Obligations under this Indenture and the Notes
shall be unconditional, regardless of the validity, regularity or enforceability
of this Indenture or the Notes, the absence of any action to enforce this
Indenture or the Notes, any waiver or consent by any Holder with respect to any
provisions of this Indenture or the Notes, any modification or amendment of, or
supplement to, this Indenture or the Notes, the recovery of any judgment against
the Company or any action to enforce any such judgment, or any other
circumstance that might otherwise constitute a legal or equitable discharge or
defense of an Initial Guarantor. Each Initial Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding first
against the Com-

<PAGE>

                                      -66-

pany, protest, notice and all demands whatsoever and covenants that its
Guarantee of the Company's Obligations under this Indenture and the Notes will
not be discharged except by complete performance by the Company or another
Guarantor of such Obligations. If any Holder or the Trustee is required by any
court or otherwise to return to the Company, any Initial Guarantor or a
Custodian of the Company or an Initial Guarantor any amount paid by the Company
or any Initial Guarantor to the Trustee or such Holder, the Guarantee of the
Company's Obligations under this Indenture and the Notes by each Initial
Guarantor shall, to the extent previously discharged as a result of any such
payment, be immediately reinstated and be in full force and effect. Each Initial
Guarantor hereby acknowledges and agrees that, as between the Initial
Guarantors, on the one hand, and the Holders and the Trustee, on the other hand,
(x) the maturity of the Company's Obligations under this Indenture and the Notes
may be accelerated as provided in Article VI for purposes of the Initial
Guarantees notwithstanding any stay, injunction or other prohibition preventing
such acceleration, and (y) in the event of any declaration of acceleration of
the Company's Obligations under this Indenture and the Notes as provided in
Article VI, such Obligations (whether or not due and payable) shall forthwith
become due and payable by the Initial Guarantors for the purpose of the Initial
Guarantees.

                  (b) Each Initial Guarantor hereby waives all rights of
subrogation, contribution, reimbursement and indemnity, and all other rights,
that such Initial Guarantor would have against the Company at any time as a
result of any payment in respect of its Initial Guarantee (whether contractual,
under section 509 of the Bankruptcy Code, or otherwise).

                  (c) Each Initial Guarantor that makes or is required to make
any payment in respect of its Initial Guarantee shall be entitled to seek
contribution from the other Initial Guarantors to the extent permitted by
applicable law.

SECTION 11.02.             Trustee to Include Paying Agents.
                           --------------------------------

                  In case at any time any Paying Agent other than the Trustee
shall have been appointed by the Company, the term "Trustee" as used in this
Article XI shall (unless the context shall otherwise require) be construed as
extending to and including such Paying Agent within its meaning as fully and for
all intents and purposes as if such Paying Agent were named in this Article XI
in place of the Trustee.

SECTION 11.03.             Limits on Initial Guarantees.
                           ----------------------------

                  Notwithstanding anything to the contrary in this Article XI,
the aggregate amount of the Obligations guaranteed under this Indenture by any
Initial Guarantor shall be reduced to the extent necessary to prevent the
Initial Guarantee of such Initial Guarantor from violating or becoming voidable
under any law relating to fraudulent conveyance or fraudulent transfer or
similar laws affecting the rights of creditors.

<PAGE>
                                      -67-

SECTION 11.04.             Execution of Initial Guarantee.
                           ------------------------------

                  To evidence their Initial Guarantee set forth in this Article
XI, each Initial Guarantor hereby agrees to execute the Initial Guarantee in
substantially the form included in Exhibit A-1, which shall be endorsed on each
Note ordered to be authenticated and delivered by the Trustee. Each Initial
Guarantor hereby agrees that its Initial Guarantee set forth in this Article XI
shall remain in full force and effect notwithstanding any failure to endorse on
each Note a notation of such Initial Guarantee. Each such Initial Guarantee
shall be signed on behalf of each Initial Guarantor by an Officer (who shall
have been duly authorized by all requisite corporate actions), and the delivery
of such Note by the Trustee, after the authentication thereof hereunder, shall
constitute due delivery of such Initial Guarantee on behalf of such Initial
Guarantor. Such signatures upon the Initial Guarantee may be by manual or
facsimile signature of such Officer and may be imprinted or otherwise reproduced
on the Initial Guarantee, and in case any such Officer who shall have signed the
Initial Guarantee shall cease to be such Officer before the Note on which such
Initial Guarantee is endorsed shall have been authenticated and delivered by the
Trustee or disposed of by the Company, such Note nevertheless may be
authenticated and delivered or disposed of as though the person who signed the
Initial Guarantee had not ceased to be such Officer of the Initial Guarantor.

SECTION 11.05.             Release of Initial Guarantor.
                           ----------------------------

                  An Initial Guarantor shall be released from all of its
obligations under its Initial Guarantee if:

                    (i) the Initial Guarantor has sold all of its assets or the
         Company and its Restricted Subsidiaries have sold all of the Capital
         Stock of the Initial Guarantor owned by them, in each case in a
         transaction in compliance with the terms of this Indenture; provided
         that the Net Proceeds of such sale are applied in accordance with this
         Indenture;

                   (ii) the Initial Guarantor merges with or into or
         consolidates with, or transfers all or substantially all of its assets
         to, the Company or another Initial Guarantor in a transaction in
         compliance with the terms of this Indenture (including Section 5.01);
         or

                  (iii)    the Initial Guarantor is designated an Unrestricted
Subsidiary in compliance with the terms of this Indenture;

and in each such case, the Issuer has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to such transactions have been complied
with.

<PAGE>
                                      -68-

                  The Trustee shall execute any documents reasonably requested
by the Company or an Initial Guarantor in order to evidence the release of such
Initial Guarantor from its obligations under its Initial Guarantee endorsed on
the Notes and under this Article 11.

                                   ARTICLE XII

                                  MISCELLANEOUS

SECTION 12.01.             Trust Indenture Act Controls.
                           ----------------------------

                  If any provisions of this Indenture limits, qualifies, or
conflicts with the duties imposed by operation of Section 318(c) of the TIA, the
imposed duties shall control.

SECTION 12.02.             Notices.
                           -------

                  Any notice or communication by the Company, any Subsidiary
Guarantor or the Trustee to the other is duly given if in writing and delivered
in person, mailed by registered or certified mail, postage prepaid, return
receipt requested or delivered by telecopier or overnight air courier
guaranteeing next day delivery to the other's address:

                  If to the Company or to any Subsidiary Guarantor:

                           Young Broadcasting Inc.
                           599 Lexington Avenue
                           New York, New York 10022
                           Attention:  Mr. Vincent J. Young
                           Telecopier: (212) 758-1229

                  With a copy to:

                           Robert L. Winikoff, Esq.
                           Sonnenschein Nath & Rosenthal
                           1221 Avenue of the Americas
                           New York, New York 10020
                           Telecopier: (212) 768-6800

<PAGE>
                                      -69-

                  If to the Trustee:

                           First Union National Bank
                           12 East 49th Street
                           New York, NY 10017
                           Attention:  Corporate Trust Department-NY 4040
                           Telecopier: (212) 451-2537

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

                  All notices and communications (other than those sent to
Holders) shall be deemed to have been duly given: at the time delivered by hand,
if personally delivered; the date receipt is acknowledged, if mailed by
registered or certified mail; when answered back, if telecopied; and the next
Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.

                  Any notice or communication to a Holder shall be mailed by
first-class mail to his or her address shown on the register maintained by the
Registrar. Failure to mail a notice or communication to a Holder or any defect
in it shall not affect its sufficiency with respect to other Holders. If a
notice or communication is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives it. If the
Company mails a notice or communication to Holders, it shall mail a copy to the
Trustee and each Agent at the same time.

SECTION 12.03.             Communication by Holders with Other Holders.
                           -------------------------------------------

                  Holders may communicate pursuant to Section 312(b) of the TIA
with other Holders with respect to their rights under this Indenture or the
Notes. The Company, the Trustee, the Registrar and any other Person shall have
the protection of Section 312(c) of the TIA.

SECTION 12.04.             Certificate and Opinion as to Conditions Precedent.
                           --------------------------------------------------

                  Upon any request or application by the Company to the Trustee
to take any action under this Indenture, the Company shall furnish to the
Trustee: (a) an Officers' Certificate (which shall include the statements set
forth in Section 12.05) stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been complied with; and (b) an Opinion of
Counsel (which shall include the statements set forth in Section 12.05) stating
that, in the opinion of such counsel, all such conditions precedent provided for
in this Indenture relating to the proposed action have been complied with.

<PAGE>
                                      -70-

SECTION 12.05.             Statements Required in Certificate or Opinion.
                           ---------------------------------------------

                  Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to Section 314(a)(4) of the TIA) shall include: (1) a
statement that the Person making such certificate or opinion has read such
covenant or condition; (2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based; (3) a statement that, in the opinion of
such Person, he has made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not such covenant or
condition has been complied with; and (4) a statement as to whether, in such
Person's opinion, such condition or covenant has been complied with.

SECTION 12.06.             Rules by Trustee and Agents.
                           ---------------------------

                  The Trustee may make reasonable rules for action by or at a
meeting of Holders. The Registrar or Paying Agent may make reasonable rules and
set reasonable requirements for its functions.

SECTION 12.07.             Legal Holidays.
                           --------------

                  If a payment date is a Legal Holiday, payment may be made at
that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period.

SECTION 12.08.             No Recourse Against Others.
                           --------------------------

                  No director, officer, employee, incorporator or stockholder of
the Company shall have any liability for any obligation of the Company under
this Indenture or the Notes or for any claim based on, in respect of, or by
reason of, any such obligation or the creation of any such obligation. Each
Holder by accepting a Note waives and releases such Persons from all such
liability and such waiver and release is part of the consideration for the
issuance of the Notes.

SECTION 12.09.             Counterparts.
                           ------------

                  This Indenture may be executed in any number of counterparts
and by the parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

<PAGE>
                                      -71-

SECTION 12.10.             Initial Appointments, Compliance Certificates.
                           ---------------------------------------------

                  The Company initially appoints the Trustee as Paying Agent,
Registrar and authenticating agent. The first compliance certificate to be
delivered by the Company to the Trustee pursuant to Section 4.03 shall be for
the fiscal year ending on December 31, 2000.

SECTION 12.11.             Governing Law.
                           -------------

                  The laws of the State of New York shall govern this Indenture
and the Notes, without regard to the conflict of laws provisions thereof.

SECTION 12.12.             No Adverse Interpretation of Other Agreements.
                           ---------------------------------------------

                  This Indenture may not be used to interpret another indenture,
loan or debt agreement of the Company or any of its Subsidiaries, and no other
indenture, loan or debt agreement may be used to interpret this Indenture.

SECTION 12.13.             Successors.
                           ----------

                  All agreements of the Company in this Indenture and the Notes
shall bind any successor of the Company. All agreements of the Trustee in this
Indenture shall bind its successor.

SECTION 12.14.             Severability.
                           ------------

                  If 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 12.15.             Table of Contents, Headings, Etc.
                           --------------------------------

                  The Table of Contents, Cross-Reference Table, and headings of
the Articles and Sections of this Indenture have been inserted for convenience
of reference only, are not to be considered a part of this Indenture, and shall
in no way modify or restrict any of the terms or provisions of this Indenture.

<PAGE>

                                   SIGNATURES
                                   ----------

                                     THE COMPANY:
                                     -----------

                                     YOUNG BROADCASTING INC.



                                     By:/s/
                                        ---------------------------------------
                                        Name:
                                        Title:



                                     THE INITIAL GUARANTORS:
                                     -----------------------

                                     YOUNG BROADCASTING OF ALBANY, INC.



                                     By:/s/
                                        ---------------------------------------
                                        Name:
                                        Title:



                                     YOUNG BROADCASTING OF LANSING, INC.



                                     By: /s/
                                         --------------------------------------
                                         Name:
                                         Title:



                                     WINNEBAGO TELEVISION CORPORATION


                                     By: /s/
                                         --------------------------------------
                                         Name:
                                         Title:



<PAGE>


                                  YOUNG BROADCASTING OF NASHVILLE, INC.


                                  By: /s/
                                      ----------------------------------------
                                      Name:
                                      Title:


                                  YBT, INC.


                                  By: /s/
                                      ----------------------------------------
                                      Name:
                                      Title:


                                  WKRN, G.P.

                                  By: Young Broadcasting of Nashville, Inc.,
                                      Managing Partner


                                      By:  /s/
                                           ------------------------------------
                                           Name:
                                           Title:


                                   YOUNG BROADCASTING OF LOUISIANA, INC.


                                   By: /s/
                                      -----------------------------------------
                                      Name:
                                      Title:


                                   LAT, INC.


                                   By: /s/
                                      -----------------------------------------
                                      Name:
                                      Title:

<PAGE>


                                  KLFY, L.P.

                                  By:    Young Broadcasting of Louisiana, Inc.,
                                         General Partner


                                         By: /s/
                                             ----------------------------------
                                             Name:
                                             Title:


                                  YOUNG BROADCASTING OF RICHMOND,
                                  INC.


                                  By: /s/
                                      -----------------------------------------
                                      Name:
                                      Title:


                                  YOUNG BROADCASTING OF GREEN BAY, INC.


                                  By: /s/
                                      -----------------------------------------
                                      Name:
                                      Title:


                                  YOUNG BROADCASTING OF KNOXVILLE, INC.


                                  By: /s/
                                      -----------------------------------------
                                      Name:
                                      Title:

<PAGE>



                                  WATE, G.P.

                                  By: Young Broadcasting of Knoxville, Inc.,
                                       Managing Partner


                                         By: /s/
                                             ----------------------------------
                                             Name:
                                             Title:


                                  YBK, INC.


                                  By: /s/
                                      -----------------------------------------
                                      Name:
                                      Title:


                                  YOUNG BROADCASTING OF DAVENPORT, INC.


                                  By: /s/
                                      -----------------------------------------
                                      Name:
                                      Title:


                                  YOUNG BROADCASTING OF SIOUX
                                    FALLS, INC.


                                  By: /s/
                                      -----------------------------------------
                                      Name:
                                      Title:


                                  YOUNG BROADCASTING OF RAPID CITY,
                                    INC.


                                  By: /s/
                                      -----------------------------------------
                                      Name:
                                      Title:

<PAGE>

                                             YOUNG BROADCASTING OF LOS ANGE-
                                               LES, INC.




                                             By: /s/
                                                 ------------------------------
                                                 Name:
                                                 Title:


                                             YOUNG BROADCASTING OF SAN FRAN-
                                                CISCO, INC.


                                             By: /s/
                                                 ------------------------------
                                                 Name:
                                                 Title:


                                             FIDELITY TELEVISION, INC.


                                             By: /s/
                                                 ------------------------------
                                                 Name:
                                                 Title:


                                             HONEY BUCKET FILMS, INC.


                                             By: /s/
                                                 ------------------------------
                                                 Name:
                                                 Title:


                                             ADAM YOUNG INC.


                                             By: /s/
                                                 ------------------------------
                                                 Name:
                                                 Title:



<PAGE>

                                          FIRST UNION NATIONAL BANK, as Trustee



                                          By: /s/
                                              ---------------------------------
                                              Name:
                                              Title:




<PAGE>

                                                                    EXHIBIT A-1
                                                                    -----------
                             [FORM OF SERIES A NOTE]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS
EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS
THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT) OR (B) IT IS AN "ACCREDITED INVESTOR" (AS DEFINED IN RULE
501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN "ACCREDITED INVESTOR")
OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE
TRANSACTION, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL
ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A)
TO YOUNG BROADCASTING INC. (THE "COMPANY"), OR ANY SUBSIDIARY THEREOF, (B)
INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH
RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN
ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON
ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE OR TRANSFER AGENT A SIGNED
LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE
OBTAINED FROM THE TRUSTEE OR TRANSFER AGENT FOR THIS SECURITY), (D) OUTSIDE THE
UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE
SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE
144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR (F) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE
TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO
THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY
WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY, IF THE PROPOSED
TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER,
FURNISH TO THE TRUSTEE OR TRANSFER AGENT AND THE COMPANY SUCH CERTIFICATIONS,
LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO
CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U. S.
PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

A-1-1

<PAGE>

                                 (Face of Note)

                             YOUNG BROADCASTING INC.

                            8.5% Senior Note due 2008

No. _______________                                               $____________
                                                          CUSIP No. ___________

                  Young Broadcasting Inc., a Delaware corporation (hereinafter
called the "Company," which term includes any successor entity under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to ___________________ or registered assigns, the principal sum of
_______________________ Dollars on December 15, 2008.

                  Interest Payment Dates:  December 15 and June 15, commencing
June 15, 2002

                  Record Dates:  December 1 and June 1

                  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.

A-1-2

<PAGE>

                  IN WITNESS WHEREOF, the Company has caused this Note to be
signed manually or by facsimile by its duly authorized officers.

                                       YOUNG BROADCASTING INC.


                                       By:  ___________________________________


                                       By:  ___________________________________



A-1-3

<PAGE>

CERTIFICATE OF AUTHENTICATION

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

First Union National Bank, as Trustee

By:    ___________________________
       Authorized Signature


Date of Authentication:


A-1-4

<PAGE>

                                 (Back of Note)

                           8 1/2% SENIOR NOTE DUE 2008


                  1. Interest. Young Broadcasting Inc. (the "Company") promises
to pay interest on the principal amount of this Note at the rate and in the
manner specified below. Interest on this Note will accrue at 8 1/2 % per annum
from the date this Note is issued until maturity and will be payable
semiannually in cash on December 15 and June 15 of each year, or if any such day
is not a Business Day on the next succeeding Business Day (each an "Interest
Payment Date"). Interest on this Note will accrue from the most recent date on
which interest has been paid or, if no interest has been paid, from the date of
original issuance; provided that the first Interest Payment Date shall be June
15, 2002. The Company shall pay interest on overdue principal and premium, if
any, from time to time on demand at the rate of 2% per annum in excess of the
interest rate then in effect and shall pay interest on overdue installments of
interest (without regard to any applicable grace periods) from time to time on
demand at the same rate to the extent lawful. Interest will be computed on the
basis of a 360-day year comprised of twelve 30-day months.

                  2. Method of Payment. The Company will pay interest on this
Note (except defaulted interest) to the Person who is the registered Holder of
this Note at the close of business on the record date for the next Interest
Payment Date even if such Note is cancelled after such record date and on or
before such Interest Payment Date. Holders must surrender Notes to a Paying
Agent to collect principal payments on such Notes. The Company will pay
principal, premium, if any, and interest in money of the United States that at
the time of payment is legal tender for payment of public and private debts.
However, the Company may pay principal, premium, if any, and interest by check
payable in such money, and any such check may be mailed to a Holder's
registered address.

                  3. Paying Agent and Registrar.  First Union National Bank
(the "Trustee") will initially act as the Paying Agent and Registrar.  The
Company may appoint additional paying agents or co-registrars, and change the
Paying Agent, any additional paying agent, the Registrar or any co-registrar
without prior notice to any Holder.  The Company or any of its Affiliates may
act in any such capacity.

                  4. Indenture.  The Company issued the Notes under an
Indenture, dated as of December 7, 2001 (the "Indenture"), by and among the
Company, as issuer of the Notes, Young Broadcasting of Albany, Inc., Young
Broadcasting of Lansing, Inc., Winnebago Television Corporation, Young
Broadcasting of Nashville, Inc., YBT, Inc., WKRN, G.P., Young Broadcasting of
Louisiana, Inc., LAT, Inc., KLFY, L.P., Young Broadcasting of Richmond, Inc.,
Young Broadcasting of Green Bay, Inc., Young Broadcasting of Knoxville, Inc.,
WATE, G.P., YBK, Inc., Young Broadcasting of Davenport, Inc., Young
Broadcasting of Sioux Falls, Inc., Young Broadcasting of Rapid City, Inc.,
Young Broadcasting of Los Angeles, Inc., Young Broadcasting of San Francisco,
Inc., Fidelity Television, Inc., Honey Bucket Films,


A-1-5

<PAGE>

Inc. and Adam Young Inc. as guarantors of the Company's obligations under the
Indenture and the Notes (each an "Initial Guarantor") and the Trustee. The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code ss.
ss. 77aaa-77bbbb) as in effect on the date of the original issuance of the
Notes (the "Trust Indenture Act"). The Notes are subject to, and qualified by,
all such terms, certain of which are summarized herein, and Holders are
referred to the Indenture and the Trust Indenture Act for a statement of such
terms (all capitalized terms not defined herein shall have the meanings
assigned them in the Indenture). The Notes are unsecured general obligations of
the Company limited to $500,000,000 in aggregate principal amount.

                  5.  Redemption Provisions.

                  The Notes may not be redeemed at the option of the Company
prior to December 15, 2005. Thereafter, the Notes will be subject to redemption
at the option of the Company, in whole or in part, at the redemption prices
(expressed as percentages of the principal amount of the Notes) set forth below,
plus any accrued and unpaid interest to the date of redemption, if redeemed
during the twelve-month period beginning on December 15 of the years indicated
below:

                        Year                                  Percentage
        2005 ..................................................104.250%
        2006 ..................................................102.125%
        2007 and thereafter ...................................100.000%

                  Notwithstanding the foregoing, at any time prior to December
15, 2004, the Company, at its option, may redeem up to 35% of the aggregate
principal amount of Notes with the net proceeds of one or more Public Equity
Offerings, at a redemption price equal to 108.5% of the principal amount
thereof, together with accrued and unpaid interest to the date of redemption;
provided, however, that after any such redemption the aggregate principal
amount of the Notes outstanding must equal at least 65% of the aggregate
principal amount of the Notes originally issued.

                  6.       Mandatory Offers.

                  (a) Within 30 days after any Change of Control or any Asset
Sale Trigger Date, the Company shall mail a notice to each Holder stating a
number of items as set forth in Sections 4.13 (with respect to Change of
Control Offers) or 4.14 (with respect to Asset Sale Offers) of the Indenture.

                  (b) Holders may tender all or, subject to Section 8 below,
any portion of their Notes in an Offer by completing the form below entitled
"OPTION OF HOLDER TO ELECT PURCHASE."

A-1-6

<PAGE>

                  (c) Promptly after consummation of an Offer, (i) the Paying
Agent shall mail to each Holder of Notes or portions thereof accepted for
payment an amount equal to the purchase price for, plus any accrued and unpaid
interest on, such Notes, (ii) with respect to any tendered Note not accepted for
payment in whole or in part, the Trustee shall return such Note to the Holder
thereof, and (iii) with respect to any Note accepted for payment in part, the
Trustee shall authenticate and mail to each such Holder a new Note equal in
principal amount to the unpurchased portion of the tendered Note.

                  (d) The Company will (i) announce the results of the Offer to
Holders on or as soon as practicable after the Purchase Date, and (ii) comply
with the applicable tender offer rules, including the requirements of Rule 14e-1
under the Securities Exchange Act of 1934, as amended, and all other applicable
securities laws and regulations in connection with any Offer.

                  7. Notice of Redemption or Purchase. At least 30 days but not
more than 60 days before any redemption date, the Company shall mail by first
class mail a notice of redemption to each Holder of Notes or portions thereof
that are to be redeemed.

                  8. Notes to Be Redeemed or Purchased. The Notes may be
redeemed or purchased in part, but only in whole multiples of $1,000 unless all
Notes held by a Holder are to be redeemed or purchased. On or after any date on
which Notes are redeemed or purchased, interest ceases to accrue on the Notes
or portions thereof called for redemption or accepted for purchase on such
date.

                  9. Denominations, Transfer, Exchange. The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples thereof. The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture. Holders seeking to transfer or exchange
their Notes may be required, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. The Registrar need not exchange or register
the transfer of any Note or portion of a Note selected for redemption or
tendered pursuant to an Offer.

                  10.      Persons Deemed Owners.  The registered holder of a
Note may be treated as its owner for all purposes.

                  11.      Amendments and Waivers.

                  (a) Subject to certain exceptions, the Indenture and the Notes
may be amended or supplemented with the written consent of the Holders of at
least a majority in aggregate principal amount of the then outstanding Notes,
and any existing Default or Event of Default or compliance with any provision of
the Indenture or the Notes may be waived with the consent of the Holders of at
least a majority in principal amount of the then outstanding Notes.

A-1-7

<PAGE>

                  (b) Notwithstanding Section 11 (a) above, the Company and the
Trustee may amend or supplement the Indenture or the Notes without the consent
of any Holder to:cure any ambiguity, defect or inconsistency; provide for
uncertificated Notes in addition to or in place of certificated Notes; provide
for the assumption of the Company's obligations to the Holders in the event of
any Disposition involving the Company that is permitted under Article V and in
which the Company is not the Surviving Person; make any change that would
provide any additional rights or benefits to Holders or not adversely affect the
interests of any Holder; or comply with the requirements of the Commission in
order to effect or maintain the qualification of the Indenture under the Trust
Indenture Act.

                  (c) Certain provisions of the Indenture cannot be amended,
supplemented or waived without the consent of each Holder of Notes affected.
Additionally, certain provisions of the Indenture cannot be amended or modified
without the consent of at least a majority of the outstanding principal amount
of each class of Senior Debt of the Company outstanding.

                  12. Defaults and Remedies. Events of Default include: default
for 30 days in the payment when due of interest on the Notes; default in the
payment when due of principal on the Notes; failure to perform or comply with
certain covenants, agreements or warranties in the Indenture which failure
continues for 30 days after receipt of notice from the Trustee or Holders of at
least 25% of the outstanding Notes; failure to perform or comply with other
covenants, agreements or warranties in the Escrow Agreement or the Indenture
which failure continues for 60 days after receipt of notice from the Trustee or
Holders of at least 25% of the outstanding Notes; defaults under and
acceleration prior to maturity, or failure to pay at maturity, of certain other
Indebtedness; except as permitted under the Indenture, any Subsidiary Guarantee
shall cease for any reason to be in full force and effect; certain judgments
that remain undischarged; dispositions by holders of certain Indebtedness of
assets of the Company, any Subsidiary Guarantor or any other Restricted
Subsidiary; certain events of bankruptcy or insolvency involving the Company,
any Subsidiary Guarantor or any other Restricted Subsidiary; and the Company
shall assert or acknowledge in writing that the Escrow Agreement is invalid or
unenforceable. If an Event of Default occurs and is continuing, the Trustee or
the Holders of at least 25% in principal amount of the Notes may declare all
outstanding Notes to be due and payable immediately in an amount equal to the
principal amount of and premium on, if any, such Notes, plus any accrued and
unpaid interest; provided, however, that in the case of an Event of Default
arising from certain events of bankruptcy or insolvency, the principal amount of
and premium on, if any, and any accrued and unpaid interest on, the Notes
becomes due and payable immediately without further action or notice. Subject to
certain exceptions, Holders of a majority in aggregate principal amount of the
then outstanding Notes may 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 it by the Indenture; provided that the Trustee may refuse to
follow any direction that conflicts with law or the Indenture, that the Trustee
determines may be unduly prejudicial to the rights of other Holders, or would
involve the Trustee in personal liability. The Trustee may withhold from Hold-

A-1-8

<PAGE>

ers notice of any continuing default (except a payment Default) if it determines
that such withholding is in their interests.

                  13. Initial Guarantees. Payment of principal, premium, if
any, and interest(including interest on overdue principal and overdue interest,
to the extent lawful) on the Notes and all other Obligations of the Company to
the Holders or the Trustee under the Indenture and the Notes is, jointly and
severally, unconditionally guaranteed by each of the Initial Guarantors
pursuant to and subject to the terms of Article XI of the Indenture.

                  14. Registration Rights.  Pursuant to a Registration Rights
Agreement among the Company and the Initial Guarantors, and Deutsche Banc Alex.
Brown Inc., First Union Securities, Inc. and CIBC World Markets Corp., as
Initial Purchasers of the Notes, the Company will be obligated to consummate an
exchange offer pursuant to which the Holder of this Note shall have the
right to exchange this Note for notes of a separate series issued under the
Indenture (or a trust indenture substantially identical to the Indenture in
accordance with the terms of the Registration Rights Agreement) which have been
registered under the Securities Act, in like principal amount and having
substantially identical terms as the Notes.  The Holders shall be entitled to
receive certain additional interest payments in the event such exchange offer
is not consummated and upon certain other conditions, all pursuant to and in
accordance with the terms of the Registration Rights Agreement.

                  15. Trustee Dealings with Company.  The Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and
may otherwise deal with the Company or any of its Affiliates with the same
rights it would have if it were not Trustee.

                  16. No Recourse Against Others. No director, officer,
employee, incorporator or stockholder of the Company shall have any liability
for any obligation of the Company under the Indenture or the Notes or for any
claim based on, in respect of, or by reason of, any such obligation or the
creation of any such obligation. Each Holder by accepting a Note waives and
releases such Persons from all such liability, and such waiver and release is
part of the consideration for the issuance of the Notes.

                  17. Successor Substituted. Upon the merger, consolidation or
other business combination involving the Company or upon the sale, assignment,
transfer, lease, conveyance or other disposition of all or substantially all of
the Company's properties and assets, the Surviving Person (if other than the
Company) resulting from such Disposition shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under the Indenture
with the same effect as if such Surviving Person had been named as the Company
in the Indenture.

                  18. Governing Law.  This Note shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to the conflict of laws provisions thereof.


A-1-9

<PAGE>

                  19. Authentication.  This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

                  20. Abbreviations. Customary abbreviations may be used in the
name of a Holder or an assignee, such as TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A
(= Uniform Gifts to Minors Act).

                  21. CUSIP Numbers. Pursuant to a recommendation promulgated
by the Committee on Uniform Note Identification Procedures, the Company has
caused CUSIP numbers to be printed on the Notes and has directed the Trustee to
use CUSIP numbers in notices of redemption as a convenience to Holders. No
representation is made as to the accuracy of such numbers either as printed on
the Notes or as contained in any notice of redemption and reliance may be placed
only on the other identification numbers printed on the securities.

                  The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture which has in it the text of this
Note in larger type.  Request may be made to:  Young Broadcasting Inc.,
599 Lexington Avenue, New York, New York 10022.



A-1-10

<PAGE>

                                 ASSIGNMENT FORM

                  To assign this Note, fill in the form below:

                  FOR VALUE RECEIVED the undersigned hereby sell(s), assigns(s)
and transfer(s) unto


_______________________________________________________________________________
    Please insert social security or other identifying number of assignee



_______________________________________________________________________________
              Please print or typewrite name and address including
                     zip code of assignee

_______________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing _____________________________________ to transfer said Note on the
books of the Company. The Agent may substitute another to act for him.

                  In connection with any transfer of this Note occurring prior
to the date which is the earlier of (i) the date of the declaration by the
Commission of the effectiveness of a registration statement under the
Securities Act of 1933, as amended (the "Securities Act"), covering resales of
this Note (which effectiveness shall not have been suspended or terminated at
the date of the transfer) and (ii) December 7, 2003, the undersigned confirms
that it has not utilized any general solicitation or general advertising in
connection with the transfer and that:

                                   [Check One]
                                   -----------

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

                                       or
                                       --

[ ] (b) this Note is being transferred other than in accordance
        with (a) above and documents are being furnished which 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 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 2.16 of the Indenture shall have
been satisfied.

<PAGE>
                                      -2-

              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
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.

Date:                                    _______________________________________
       -----------------------------     NOTICE:  To be executed by an executive
                                                  officer


<PAGE>

                            FORM OF NOTATION ON NOTE
                              RELATING TO GUARANTEE

                  Each Guarantor, jointly and severally, unconditionally
guarantees, to the extent set forth in the Indenture and subject to the
provisions of the Indenture that: (i) the principal of, premium, if any, and
interest on the Notes will be promptly paid in full when due, whether at
maturity, by acceleration, redemption or otherwise, and interest on the overdue
principal of and interest on the Notes, if any, to the extent lawful, and all
other Obligations of the Company to the Holders or the Trustee under the
Indenture and the Notes will be promptly paid in full, all in accordance with
the terms of the Indenture and the Notes; and (ii) in case of any extension of
time of payment or renewal of any Notes or any of such other Obligations, that
the Notes will be promptly paid in full when due in accordance with the terms of
such extension or renewal, whether at stated maturity, by acceleration or
otherwise.

                  The obligations of each Guarantor to the Holders of Notes and
the Trustee pursuant to this guarantee and the Indenture are set forth in
Article XI of the Indenture, to which reference is hereby made.

                              Guarantors:

                              YOUNG BROADCASTING OF ALBANY, INC.


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


                               YOUNG BROADCASTING OF LANSING, INC.


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


<PAGE>
                                      -2-

                          WINNEBAGO TELEVISION CORPORATION

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


                          YOUNG BROADCASTING OF NASHVILLE,
                               INC.

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


                          YBT, INC.

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


                          WKRN, G.P.

                          By:    Young Broadcasting of Nashville, Inc.,
                                Managing Partner

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


                          YOUNG BROADCASTING OF LOUISIANA,
                               INC.

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


<PAGE>
                                      -3-

                                  LAT, INC.


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


                                  KLFY, L.P.

                                  By:  Young Broadcasting of Louisiana, Inc.,
                                       General Partner

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


                                  YOUNG BROADCASTING OF RICHMOND,
                                       INC.


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


                                  YOUNG BROADCASTING OF GREEN BAY,
                                       INC.


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


<PAGE>
                                      -4-

                         YOUNG BROADCASTING OF KNOXVILLE,
                         INC.


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


                         WATE, G.P.

                         By:    Young Broadcasting of Knoxville, Inc.,
                                Managing Partner

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


                        YBK, INC.


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


                        YOUNG BROADCASTING OF DAVENPORT,
                             INC.


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


<PAGE>
                                      -5-

                             YOUNG BROADCASTING OF SIOUX
                             FALLS, INC.


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


                             YOUNG BROADCASTING OF RAPID CITY,
                                  INC.


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


                            YOUNG BROADCASTING OF LOS
                                  ANGELES, INC.


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


                             YOUNG BROADCASTING OF SAN FRAN-
                             CISCO, INC.


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


                             FIDELITY TELEVISION, INC.


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


<PAGE>
                                      -6-

                       HONEY BUCKET FILMS, INC.


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


                       ADAM YOUNG INC.


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

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you elect to have this Note purchased by the Company
pursuant to Section 4.13 of the Indenture, check the box: [ ]

                  If you elect to have this Note purchased by the Company
pursuant to Section 4.14 of the Indenture, check the box: [ ]

                  If you elect to have only part of this Note purchased by the
Company pursuant to Section 4.13 or 4.14 of the Indenture, state the amount
(multiples of $1,000 only):

$------------------------

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

                  Signature Guarantee:  _____________________________

















                                     A-1-1

<PAGE>

                                                                      EXHIBITA-2



                             [FORM OF SERIES B NOTE]


                                 (Face of Note)

                             YOUNG BROADCASTING INC.

                          8 1/2 % Senior Note due 2008

No. __________                                                       $__________
                                                             CUSIP No.__________


                  Young Broadcasting Inc., a Delaware corporation (hereinafter
called the "Company," which term includes any successor entity under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to _______________ or registered assigns, the principal sum of __________
Dollars on December 15, 2008.

                  Interest Payment Dates:  December 15 and June 15, commencing
June 15, 2002

                  Record Dates:  December 1 and June 1

                  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.











A-2-1

<PAGE>

                  IN WITNESS WHEREOF, the Company has caused this Note to be
signed manually or by facsimile by its duly authorized officers.

                                  YOUNG BROADCASTING INC.

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


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












A-2-2

<PAGE>

CERTIFICATE OF AUTHENTICATION

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

First Union National Bank, as Trustee

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

Date of Authentication:












A-2-3

<PAGE>

                                 (Back of Note)
                           8 1/2% SENIOR NOTE DUE 2008


                  1. Interest. Young Broadcasting Inc. (the "Company") promises
to pay interest on the principal amount of this Note at the rate and in the
manner specified below. Interest on this Note will accrue at 8 1/2 % per annum
from the date this Note is issued until maturity and will be payable
semiannually in cash on December 15 and June 15 of each year, or if any such day
is not a Business Day on the next succeeding Business Day (each an "Interest
Payment Date"). Interest on this Note will accrue from the most recent date on
which interest has been paid or, if no interest has been paid, from the date of
original issuance; provided that the first Interest Payment Date shall be June
15, 2002. The Company shall pay interest on overdue principal and premium, if
any, from time to time on demand at the rate of 2% per annum in excess of the
interest rate then in effect and shall pay interest on overdue installments of
interest (without regard to any applicable grace periods) from time to time on
demand at the same rate to the extent lawful. Interest will be computed on the
basis of a 360-day year comprised of twelve 30-day months.

                  2. Method of Payment. The Company will pay interest on this
Note (except defaulted interest) to the Person who is the registered Holder of
this Note at the close of business on the record date for the next Interest
Payment Date even if such Note is cancelled after such record date and on or
before such Interest Payment Date. Holders must surrender Notes to a Paying
Agent to collect principal payments on such Notes. The Company will pay
principal, premium, if any, and interest in money of the United States that at
the time of payment is legal tender for payment of public and private debts.
However, the Company may pay principal, premium, if any, and interest by check
payable in such money, and any such check may be mailed to a Holder's registered
address.

                  3. Paying Agent and Registrar.  First Union National
Bank (the "Trustee") will initially act as the Paying Agent and Registrar. The
Company may appoint additional paying agents or co-registrars, and change the
Paying Agent, any additional paying agent, the Registrar or any co-registrar
without prior notice to any Holder.  The Company or any of its Affiliates may
act in any such capacity.

                  4. Indenture.  The Company issued the Notes under an
Indenture, dated as of December 7, 2001 (the "Indenture"), by and among the
Company, as issuer of the Notes, Young Broadcasting of Albany, Inc., Young
Broadcasting of Lansing, Inc., Winnebago Television Corporation, Young
Broadcasting of Nashville, Inc., YBT, Inc., WKRN, G.P., Young Broadcasting of
Louisiana, Inc., LAT, Inc., KLFY, L.P., Young Broadcasting of Richmond, Inc.,
Young Broadcasting of Green Bay, Inc., Young Broadcasting of Knoxville, Inc.,
WATE, G.P., YBK, Inc., Young Broadcasting of Davenport, Inc., Young Broadcasting
of Sioux Falls, Inc., Young Broadcasting of Rapid City, Inc., Young Broadcasting
of Los Angeles, Inc.,

<PAGE>

Young Broadcasting of San Francisco, Fidelity Television, Inc., Honey Bucket
Films, Inc., and Adam Young Inc. as guarantors of the Company's obligations
under the Indenture and the Notes (each an "Initial Guarantor") and the Trustee.
The terms of the Notes include those stated in the Indenture and those made part
of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code
ss.ss. 77aaa-77bbbb) as in effect on the date of the original issuance of the
Notes (the "Trust Indenture Act"). The Notes are subject to, and qualified by,
all such terms, certain of which are summarized herein, and Holders are referred
to the Indenture and the Trust Indenture Act for a statement of such terms (all
capitalized terms not defined herein shall have the meanings assigned them in
the Indenture). The Notes are unsecured general obligations of the Company
limited to $200,000,000 in aggregate principal amount.

                  5.  Redemption Provisions.

                  The Notes may not be redeemed at the option of the Company
prior to December 15, 2005. Thereafter, the Notes will be subject to redemption
at the option of the Company, in whole or in part, at the redemption prices
(expressed as percentages of the principal amount of the Notes) set forth below,
plus any accrued and unpaid interest to the date of redemption, if redeemed
during the twelve-month period beginning on December 15 of the years indicated
below:
<TABLE>
<CAPTION>
                 <S>                                                   <C>

                                       Year                       Percentage

                 2005.............................................104.250%
                 2006.............................................102.125%
                 2007 and thereafter..............................100.000%
</TABLE>

                  Notwithstanding the foregoing, at any time prior to
December 15, 2004, the Company, at its option, may redeem up to 35% of the
aggregate principal amount of Notes with the net proceeds of one or more Public
Equity Offerings, at a redemption price equal to 108.5% of the principal amount
thereof, together with accrued and unpaid interest to the date of redemption;
provided, however, that after any such redemption the aggregate principal amount
of the Notes outstanding must equal at least 65% of the aggregate principal
amount of the Notes originally issued.

                  6. Mandatory Offers.

                  (a) Within 30 days after any Change of Control or any Asset
Sale Trigger Date, the Company shall mail a notice to each Holder stating a
number of items as set forth in Sections 4.13 (with respect to Change of Control
Offers) or 4.14 (with respect to Asset Sale Offers) of the Indenture.

<PAGE>

                  (b) Holders may tender all or, subject to Section 8 below, any
portion of their Notes in an Offer by completing the form below entitled "OPTION
OF HOLDER TO ELECT PURCHASE."

                  (c) Promptly after consummation of an Offer, (i) the Paying
Agent shall mail to each Holder of Notes or portions thereof accepted for
payment an amount equal to the purchase price for, plus any accrued and unpaid
interest on, such Notes, (ii) with respect to any tendered Note not accepted for
payment in whole or in part, the Trustee shall return such Note to the Holder
thereof, and (iii) with respect to any Note accepted for payment in part, the
Trustee shall authenticate and mail to each such Holder a new Note equal in
principal amount to the unpurchased portion of the tendered Note.

                  (d) The Company will (i) announce the results of the Offer to
Holders on or as soon as practicable after the Purchase Date, and (ii) comply
with the applicable tender offer rules, including the requirements of Rule 14e-1
under the Securities Exchange Act of 1934, as amended, and all other applicable
securities laws and regulations in connection with any Offer.

                  7. Notice of Redemption or Purchase. At least 30 days but not
more than 60 days before any redemption date, the Company shall mail by first
class mail a notice of redemption to each Holder of Notes or portions thereof
that are to be redeemed.

                  8. Notes to Be Redeemed or Purchased. The Notes may be
redeemed or purchased in part, but only in whole multiples of $1,000 unless all
Notes held by a Holder are to be redeemed or purchased. On or after any date on
which Notes are redeemed or purchased, interest ceases to accrue on the Notes or
portions thereof called for redemption or accepted for purchase on such date.

                  9. Denominations, Transfer, Exchange. The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples thereof. The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture. Holders seeking to transfer or exchange
their Notes may be required, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. The Registrar need not exchange or register
the transfer of any Note or portion of a Note selected for redemption or
tendered pursuant to an Offer.

                  10. Persons Deemed Owners.  The registered holder of a
Note may be treated as its owner for all purposes.

<PAGE>

                  11.      Amendments and Waivers.

                  (a) Subject to certain exceptions, the Indenture and the Notes
may be amended or supplemented with the written consent of the Holders of at
least a majority in aggregate principal amount of the then outstanding Notes,
and any existing Default or Event of Default or compliance with any provision of
the Indenture or the Notes may be waived with the consent of the Holders of at
least a majority in principal amount of the then outstanding Notes.

                  (b) Notwithstanding Section 11(a) above, the Company and the
Trustee may amend or supplement the Indenture or the Notes without the consent
of any Holder to: cure any ambiguity, defect or inconsistency; provide for
uncertificated Notes in addition to or in place of certificated Notes; provide
for the assumption of the Company's obligations to the Holders in the event of
any Disposition involving the Company that is permitted under Article V and in
which the Company is not the Surviving Person; make any change that would
provide any additional rights or benefits to Holders or not adversely affect the
interests of any Holder; or comply with the requirements of the Commission in
order to effect or maintain the qualification of the Indenture under the Trust
Indenture Act.

                  (c) Certain provisions of the Indenture cannot be amended,
supplemented or waived without the consent of each Holder of Notes affected.
Additionally, certain provisions of the Indenture cannot be amended or modified
without the consent of at least a majority of the outstanding principal amount
of each class of Senior Debt of the Company outstanding.

                  12. Defaults and Remedies. Events of Default include: default
for 30 days in the payment when due of interest on the Notes; default in the
payment when due of principal on the Notes; failure to perform or comply with
certain covenants, agreements or warranties in the Indenture which failure
continues for 30 days after receipt of notice from the Trustee or Holders of at
least 25% of the outstanding Notes; failure to perform or comply with other
covenants, agreements or warranties in the Escrow Agreement or the Indenture
which failure continues for 60 days after receipt of notice from the Trustee or
Holders of at least 25% of the outstanding Notes; defaults under and
acceleration prior to maturity, or failure to pay at maturity, of certain other
Indebtedness; except as permitted under the Indenture, any Subsidiary Guarantee
shall cease for any reason to be in full force and effect; certain judgments
that remain undischarged; dispositions by holders of certain Indebtedness of
assets of the Company, any Subsidiary Guarantor or any other Restricted
Subsidiary; certain events of bankruptcy or insolvency involving the Company,
any Subsidiary Guarantor or any other Restricted Subsidiary; and the Company
shall assert or acknowledge in writing that the Escrow Agreement is invalid or
unenforceable. If an Event of Default occurs and is continuing, the Trustee or
the Holders of at least 25% in principal amount of the Notes may declare all
out-

<PAGE>

standing Notes to be due and payable immediately in an amount equal to the
principal amount of and premium on, if any, such Notes, plus any accrued and
unpaid interest; provided, however, that in the case of an Event of Default
arising from certain events of bankruptcy or insolvency, the principal amount of
and premium on, if any, and any accrued and unpaid interest on, the Notes
becomes due and payable immediately without further action or notice. Subject to
certain exceptions, Holders of a majority in aggregate principal amount of the
then outstanding Notes may 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 it by the Indenture; provided that the Trustee may refuse to
follow any direction that conflicts with law or the Indenture, that the Trustee
determines may be unduly prejudicial to the rights of other Holders, or would
involve the Trustee in personal liability. The Trustee may withhold from Holders
notice of any continuing default (except a payment Default) if it determines
that such withholding is in their interests.

                  13. Initial Guarantees. Payment of principal, premium, if any,
and interest (including interest on overdue principal and overdue interest, to
the extent lawful) on the Notes and all other Obligations of the Company to the
Holders or the Trustee under the Indenture and the Notes is, jointly and
severally, unconditionally guaranteed by each of the Initial Guarantors pursuant
to and subject to the terms of Article XI of the Indenture.

                  14. Registration Rights.  Pursuant to a Registration Rights
Agreement among the Company and the Initial Guarantors, and Deutsche Banc Alex.
Brown Inc., First Union Securities, Inc. and CIBC World Markets Corp., as
Initial Purchasers of the Notes, the Company will be obligated to consummate an
exchange offer pursuant to which the Holder of this Note shall have the right to
exchange this Note for notes of a separate series issued under the Indenture
(or a trust indenture substantially identical to the Indenture in accordance
with the terms of the Registration Rights Agreement) which have been registered
under the Securities Act, in like principal amount and having substantially
identical terms as the Notes.  The Holders shall be entitled to receive
certain additional interest payments in the event such exchange offer is not
consummated and upon certain other conditions, all pursuant to and in accordance
with the terms of the Registration Rights Agreement.

                  15. Trustee Dealings with Company.  The Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and
may otherwise deal with the Company or any of its Affiliates with the same
rights it would have if it were not Trustee.

                  16. No Recourse Against Others. No director, officer,
employee, incorporator or stockholder of the Company shall have any liability
for any obligation of the Company under the Indenture or the Notes or for any
claim based on, in respect of, or by reason of, any such obligation or the
creation of any such obligation. Each Holder by accepting a Note

<PAGE>

waives and releases such Persons from all such liability, and such waiver and
release is part of the consideration for the issuance of the Notes.

                  17. Successor Substituted. Upon the merger, consolidation or
other business combination involving the Company or upon the sale, assignment,
transfer, lease, conveyance or other disposition of all or substantially all of
the Company's properties and assets, the Surviving Person (if other than the
Company) resulting from such Disposition shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under the Indenture
with the same effect as if such Surviving Person had been named as the Company
in the Indenture.

                  18. Governing Law. This Note shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to the conflict of laws provisions thereof.

                  19. Authentication. This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating
agent.

                  20. Abbreviations. Customary abbreviations may be used in the
name of a Holder or an assignee, such as TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A
(= Uniform Gifts to Minors Act).

                  21. CUSIP Numbers. Pursuant to a recommendation promulgated by
the Committee on Uniform Note Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and has directed the Trustee to use
CUSIP numbers in notices of redemption as a convenience to Holders. No
representation is made as to the accuracy of such numbers either as printed on
the Notes or as contained in any notice of redemption and reliance may be placed
only on the other identification numbers printed on the securities.

     The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture which has in it the text of this Note in larger
type. Request may be made to: Young Broadcasting Inc., 599 Lexington Avenue, New
York, New York 10022.

<PAGE>

                                 ASSIGNMENT FORM

        To assign this Note, fill in the form below:

        FOR VALUE RECEIVED the undersigned hereby sell(s), assigns(s) and trans

fer(s) unto

-------------------------------------------------------------------------------
        Please insert social security or other identifying number of assignee

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


-------------------------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing _________________________ to transfer said Note on the books of the
Company. The Agent may substitute another to act for him.

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


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


<PAGE>

                            FORM OF NOTATION ON NOTE

                              RELATING TO GUARANTEE

                  Each Guarantor, jointly and severally, unconditionally
guarantees, to the extent set forth in the Indenture and subject to the
provisions of the Indenture that: (i) the principal of, premium, if any, and
interest on the Notes will be promptly paid in full when due, whether at
maturity, by acceleration, redemption or otherwise, and interest on the overdue
principal of and interest on the Notes, if any, to the extent lawful, and all
other Obligations of the Company to the Holders or the Trustee under the
Indenture and the Notes will be promptly paid in full, all in accordance with
the terms of the Indenture and the Notes; and (ii) in case of any extension of
time of payment or renewal of any Notes or any of such other Obligations, that
the Notes will be promptly paid in full when due in accordance with the terms of
such extension or renewal, whether at stated maturity, by acceleration or
otherwise.

                  The obligations of each Guarantor to the Holders of Notes and
the Trustee pursuant to this guarantee and the Indenture are set forth in
Article XI of the Indenture, to which reference is hereby made.

                                             Guarantors:

                                             YOUNG BROADCASTING OF ALBANY,
                                               INC.

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


                                             YOUNG BROADCASTING OF LANSING, INC.

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


                                             WINNEBAGO TELEVISION CORPORATION

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


<PAGE>
                                      -2-

                                     YOUNG BROADCASTING OF NASHVILLE,
                                       INC.

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


                                     YBT, INC.

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


                                  WKRN, L.P.

                                     By:  Young Broadcasting of Nashville, Inc.,
                                          General Partner

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


                                     YOUNG BROADCASTING OF LOUISIANA, INC.

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


                                     LAT, INC.

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


<PAGE>
                                      -3-

                                KLFY, L.P.

                                By:    Young Broadcasting of Louisiana, Inc.,
                                        General Partner

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

                                YOUNG BROADCASTING OF RICHMOND,
                                  INC.

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


                                YOUNG BROADCASTING OF GREEN BAY,
                                  INC.

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


                                YOUNG BROADCASTING OF KNOXVILLE,
                                  INC.

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


                                  WATE, L.P.

                                  By: Young Broadcasting of Knoxville, Inc.,
                                      General Partner

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


<PAGE>
                                      -4-

                                      YBK, INC.

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


                                      YOUNG BROADCASTING OF DAVENPORT,
                                        INC.

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


                                      YOUNG BROADCASTING OF SIOUX
                                        FALLS, INC.

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


                                      YOUNG BROADCASTING OF RAPID CITY,
                                        INC.

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




                                      YOUNG BROADCASTING OF LOS ANGELES, INC.

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

<PAGE>
                                        -5-

                                YOUNG BROADCASTING OF SAN FRANCISCO, INC.

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


                                FIDELITY TELEVISION, INC.


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


                                HONEY BUCKET FILMS, INC.

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


                                ADAM YOUNG INC.

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





<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you elect to have this Note purchased by the Company
pursuant to Section 4.13 of the Indenture, check the box:[ ]

                  If you elect to have this Note purchased by the Company
pursuant to Section 4.14 of the Indenture, check the box:[ ]

                  If you elect to have only part of this Note purchased by the
Company pursuant to Section 4.13 or 4.14 of the Indenture, state the amount
(multiples of $1,000 only):

$____________________


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


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



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





<PAGE>

                                                                      EXHIBIT B
                                                                      ---------

                       FORM OF LEGEND FOR BOOK-ENTRY NOTES

                  Any Global Note authenticated and delivered hereunder shall
bear a legend (which would be in addition to any other legends required in the
case of a Restricted Security) in substantially the following form:

                  THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
         INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
         DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS
         SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A
         PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED
         CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
         SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE
         DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE
         DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY
         BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
         INDENTURE.

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

<PAGE>

                                                                     EXHIBIT C
                                                                     ---------

                            Form of Certificate To Be
                          Delivered in Connection with
                    Transfers to Non-OIB Accredited Investors
                    -----------------------------------------

                                                        --------------,-----

First Union National Bank
12 East 49th Street
New York, NY 10017
Attention:  Corporate Trust Department-NY 4040

Attention:  Corporate Trust - Bond Administration

                           Re:      Young Broadcasting Inc. 8 1/2%
                                    Senior Notes due 2008
                                    ---------------------

Ladies and Gentlemen:

                  In connection with our proposed purchase of 8 1/2 % Senior
Notes due 2008 (the "Securities") of Young Broadcasting, Inc. (the "Company"),
we confirm that:

                  1.   We understand that any subsequent transfer of the
Securities is subject to certain restrictions and conditions set forth in the
Indenture dated as of March 1, 2001 pursuant to which the Securities were
issued and the undersigned agrees to be bound by, and not to resell, pledge or
otherwise transfer the Securities except in compliance with, such restrictions
and conditions and the Securities Act of 1933, as amended (the "Securities
Act").

                  2.   We understand that the offer and sale of the Securities
have not been registered under the Securities Act, and that the Securities may
not be offered or sold within the United States or to, or for the account or
benefit of, U.S. persons except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell any Securities, we will do so
only (A) to the Company or any subsidiary thereof, (B) inside the United States
in accordance with Rule 144A under the Securities Act to a "qualified
institutional buyer" (as defined therein), (C) inside the United States to an
institutional "accredited investor" (as defined below) that, prior to such
transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to
the Trustee (as defined in the Indenture relating to the Securities), a signed
letter containing cer-

<PAGE>

                                       -2-

tain representations and agreements relating to the restrictions on transfer
of the Securities (the form of which letter can be obtained from the Trustee),
(D) outside the United States in accordance with Rule 904 of Regulation S under
the Securities Act, (E) pursuant to the exemption from registration provided by
Rule 144 under the Securities Act (if available),or (F) pursuant to an
effective registration statement under the Securities Act, and we further agree
to provide to any person purchasing Securities from us a notice advising such
purchaser that resales of the Securities are restricted as stated herein.

                  3.   We understand that, on any proposed resale of
Securities, we will be required to furnish to the Trustee and the Company, such
certifications, legal opinions and other information as the Trustee and the
Company may reasonably require to confirm that the proposed sale is being made
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. We further understand that the
Securities purchased by us will bear a legend to the foregoing effect.

                  4.   We are an institutional "accredited investor" (as
defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
Act) and have such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of our investment in the
Securities, and we and any accounts for which we are acting are each able to
bear the economic risk of our or their investment, as the case may be.

                  5.   We are acquiring the Securities purchased by us for our
account or for one or more accounts (each of which is an institutional
"accredited investor") as to each of which we exercise sole investment
discretion.

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

                                          Very truly yours,



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




<PAGE>

                                                                     EXHIBIT D
                                                                     ---------

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

                                                            -------------,-----

First Union National Bank
12 East 49th Street
New York, NY 10017

Attention:  Corporate Trust Department-NY 4040


                           Re:      Young Broadcasting Inc. (the "Company")
                                    8 1/2 % Senior Notes
                                    due 2008 (the "Securities")
                                    ---------------------------------------

Dear Sirs:

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

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

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

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

                  (4)   the transaction is not part of a plan or scheme to
evade the registration requirements of the Securities Act; and

                  (5)   we have advised the transferee of the transfer
restrictions applicable to the Securities.

<PAGE>

                                       -2-

                  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 Transferor]



                                       By:  _____________________________
                                               [Authorized Signature]