<PAGE>

                                                                  Exhibit 4.44

                                                                  EXECUTION COPY

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


                           GRANITE BROADCASTING CORPORATION

                                          TO

                                THE BANK OF NEW YORK,
                                                          Trustee


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

                                      Indenture

                             Dated as of January 31, 1997

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



                                     $___________


                         12 3/4% SERIES A EXCHANGE DEBENTURES
                                  DUE APRIL 1, 2009

                             12 3/4% EXCHANGE DEBENTURES
                                  DUE APRIL 1, 2009



--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>


                           GRANITE BROADCASTING CORPORATION

                    Certain Sections of this Indenture relating to
                           Sections 310 through 318 of the
                             Trust Indenture Act of 1939:


        Trust Indenture                                            Indenture    
          Act Section                                              Section     
        ---------------                                            -------------
        Section  310(a)(1)    . . . . . . . . . . . . . . .          609
                    (a)(2)    . . . . . . . . . . . . . . .          609
                    (a)(3)    . . . . . . . . . . . . . . .          Not 
                                                                     Applicable
                    (a)(4)    . . . . . . . . . . . . . . .          Not 
                                                                     Applicable
                    (b)       . . . . . . . . . . . . . . .          608
                              . . . . . . . . . . . . . . .          610
        Section  311(a)       . . . . . . . . . . . . . . .          613
                    (b)       . . . . . . . . . . . . . . .          613
        Section  312(a)       . . . . . . . . . . . . . . .          701
                                                                     702(a)
                    (b)       . . . . . . . . . . . . . . .          702(b)
                    (c)       . . . . . . . . . . . . . . .          702(c)
        Section  313(a)       . . . . . . . . . . . . . . .          703(a)
                    (a)(4)    . . . . . . . . . . . . . . .          703(a)
                    (b)       . . . . . . . . . . . . . . .          703(a)
                    (c)       . . . . . . . . . . . . . . .          703(a)
                    (d)       . . . . . . . . . . . . . . .          703(b)
        Section  314(a)       . . . . . . . . . . . . . . .          704
                                                                     1017
                    (b)       . . . . . . . . . . . . . . .          Not 
                                                                     Applicable
                    (c)(1)    . . . . . . . . . . . . . . .          102
                    (c)(2)    . . . . . . . . . . . . . . .          102
                    (c)(3)    . . . . . . . . . . . . . . .          Not 
                                                                     Applicable
                    (d)       . . . . . . . . . . . . . . .          Not 
                                                                     Applicable
                    (e)       . . . . . . . . . . . . . . .          102
        Section  315(a)       . . . . . . . . . . . . . . .          601
                    (b)       . . . . . . . . . . . . . . .          602
                    (c)       . . . . . . . . . . . . . . .          601
                    (d)       . . . . . . . . . . . . . . .          601
                    (e)       . . . . . . . . . . . . . . .          514
        Section  316(a)       . . . . . . . . . . . . . . .          101

        ----------------------
                Note:  This reconciliation and tie shall not, for any purpose, 
        be deemed to be a part of the Indenture.  

                                         -i-


<PAGE>
        Trust Indenture                                            Indenture    
          Act Section                                              Section     
        ---------------                                            -------------
                    (a)(1)(A) . . . . . . . . . . . . . . .          502
                                                                     512
                    (a)(1)(B) . . . . . . . . . . . . . . .          513
                    (a)(2)    . . . . . . . . . . . . . . .          Not 
                                                                     Applicable
                    (b)       . . . . . . . . . . . . . . .          508
                    (c)       . . . . . . . . . . . . . . .          104(c)
        Section  317(a)(1)    . . . . . . . . . . . . . . .          503
                    (a)(2)    . . . . . . . . . . . . . . .          504
                    (b)       . . . . . . . . . . . . . . .          1003
        Section  318(a)       . . . . . . . . . . . . . . .          107














        -------------------------
            Note:  This reconciliation and tie shall not, for any purpose, be 
        deemed to be a part of the Indenture.  

                                         -ii-


<PAGE>
 
                                  TABLE OF CONTENTS

                                                                            Page

Parties  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1
Recitals of the Company. . . . . . . . . . . . . . . . . . . . . . .         1


                                     ARTICLE ONE

                         Definitions and Other Provisions of
                                 General Application

SECTION 101.  Definitions:

              7.75% Exchange Debenture Indenture . . . . . . . . . .          2
              7.75% Exchange Debentures. . . . . . . . . . . . . . .          2
              7.75% Exchangeable Preferred Stock . . . . . . . . . .          2
              9 3/8% Note Indenture  . . . . . . . . . . . . . . . .          2
              9 3/8% Notes . . . . . . . . . . . . . . . . . . . . .          3
              10 3/8% Note Indenture   . . . . . . . . . . . . . . .          3
              10 3/8% Notes  . . . . . . . . . . . . . . . . . . . .          3
              12.75% Debenture Indenture . . . . . . . . . . . . . .          3
              12.75% Debentures  . . . . . . . . . . . . . . . . . .          3
              12 3/4% Exchangeable Preferred Stock . . . . . . . . .          3
              Act  . . . . . . . . . . . . . . . . . . . . . . . . .          3
              Additional Interest  . . . . . . . . . . . . . . . . .          3
              Affiliate. . . . . . . . . . . . . . . . . . . . . . .          3
              Agent Bank . . . . . . . . . . . . . . . . . . . . . .          3
              Asset Disposition  . . . . . . . . . . . . . . . . . .          4
              Attributable Value . . . . . . . . . . . . . . . . . .          4
              Average Life . . . . . . . . . . . . . . . . . . . . .          5
              Board of Directors . . . . . . . . . . . . . . . . . .          5
              Board Resolution . . . . . . . . . . . . . . . . . . .          5
              Business Day . . . . . . . . . . . . . . . . . . . . .          5
              Capital Lease Obligation . . . . . . . . . . . . . . .          5
              Capital Stock  . . . . . . . . . . . . . . . . . . . .          5
              Change of Control. . . . . . . . . . . . . . . . . . .          5
              Commission . . . . . . . . . . . . . . . . . . . . . .          5
              Common Stock . . . . . . . . . . . . . . . . . . . . .          6
              Company. . . . . . . . . . . . . . . . . . . . . . . .          6
              Company Request; Company Order . . . . . . . . . . . .          6
              Consolidated Cash Flow   . . . . . . . . . . . . . . .          6
              Consolidated Income Tax Expense. . . . . . . . . . . .          6
              Consolidated Interest Expense. . . . . . . . . . . . .          7
              Consolidated Net Income  . . . . . . . . . . . . . . .          7


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

                                        -iii-


<PAGE>

                                                                           Page

              Consolidated Subsidiaries. . . . . . . . . . . . . . .          7
              Corporate Trust Office . . . . . . . . . . . . . . . .          8
              corporation. . . . . . . . . . . . . . . . . . . . . .          8
              Debt . . . . . . . . . . . . . . . . . . . . . . . . .          8
              Defaulted Interest . . . . . . . . . . . . . . . . . .          8
              Depositary . . . . . . . . . . . . . . . . . . . . . .          8
              Designated Senior Debt   . . . . . . . . . . . . . . .          8
              Disqualified Stock . . . . . . . . . . . . . . . . . .          8
              Event of Default . . . . . . . . . . . . . . . . . . .          8
              Exchange Act . . . . . . . . . . . . . . . . . . . . .          8
              Exchange Offer . . . . . . . . . . . . . . . . . . . .          8
              Exchange Securities. . . . . . . . . . . . . . . . . .          8
              Global Security  . . . . . . . . . . . . . . . . . . .          9
              Guarantee  . . . . . . . . . . . . . . . . . . . . . .          9
              Holder . . . . . . . . . . . . . . . . . . . . . . . .          9
              Incur  . . . . . . . . . . . . . . . . . . . . . . . .         10
              Indenture. . . . . . . . . . . . . . . . . . . . . . .         10
              Interest Payment Date. . . . . . . . . . . . . . . . .         10
              Investment . . . . . . . . . . . . . . . . . . . . . .         10
              Lien . . . . . . . . . . . . . . . . . . . . . . . . .         10
              Local Marketing Agreement. . . . . . . . . . . . . . .         10
              Major Asset Disposition  . . . . . . . . . . . . . . .         11
              Maturity . . . . . . . . . . . . . . . . . . . . . . .         11
              Net Available Proceeds   . . . . . . . . . . . . . . .         11
              Offer to Purchase. . . . . . . . . . . . . . . . . . .         11
              Officers' Certificate. . . . . . . . . . . . . . . . .         14
              Opinion of Counsel . . . . . . . . . . . . . . . . . .         14
              Outstanding. . . . . . . . . . . . . . . . . . . . . .         14
              Paying Agent . . . . . . . . . . . . . . . . . . . . .         15
              Payment Blockage Period  . . . . . . . . . . . . . . .         15
              Permitted Holder . . . . . . . . . . . . . . . . . . .         16
              Permitted Television Investment. . . . . . . . . . . .         16
              Person . . . . . . . . . . . . . . . . . . . . . . . .         16
              Predecessor Security . . . . . . . . . . . . . . . . .         16
              Preferred Stock  . . . . . . . . . . . . . . . . . . .         16
              Pro Forma Consolidated Cash Flow . . . . . . . . . . .         16
              readily marketable cash equivalents. . . . . . . . . .         17
              Redemption Date  . . . . . . . . . . . . . . . . . . .         17
              Redemption Price . . . . . . . . . . . . . . . . . . .         17
              Regular Record Date. . . . . . . . . . . . . . . . . .         18
              Responsible Officer. . . . . . . . . . . . . . . . . .         18
              Rule 144A Securities . . . . . . . . . . . . . . . . .         18
              Sale and Leaseback Transaction . . . . . . . . . . . .         18

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

                                         -iv-


<PAGE>
                                                                           Page

              Second Step-Down Date  . . . . . . . . . . . . . . . .         18
              Second Step-Up . . . . . . . . . . . . . . . . . . . .         18
              Securities . . . . . . . . . . . . . . . . . . . . . .         18
              Securities Act . . . . . . . . . . . . . . . . . . . .         18
              Securities Payment . . . . . . . . . . . . . . . . . .         18
              Security Register; Security Registrar. . . . . . . . .         19
              Senior Debt  . . . . . . . . . . . . . . . . . . . . .         19
              Senior Loan Agreement    . . . . . . . . . . . . . . .         19
              Senior Nonmonetary Default . . . . . . . . . . . . . .         19
              Senior Payment Default   . . . . . . . . . . . . . . .         19
              Special Record Date. . . . . . . . . . . . . . . . . .         19
              Stated Maturity. . . . . . . . . . . . . . . . . . . .         19
              Step-Down Date . . . . . . . . . . . . . . . . . . . .         20
              Step-Up  . . . . . . . . . . . . . . . . . . . . . . .         20
              Subordinated Debt. . . . . . . . . . . . . . . . . . .         20
              Subsidiary . . . . . . . . . . . . . . . . . . . . . .         20
              Trustee. . . . . . . . . . . . . . . . . . . . . . . .         20
              Trust Indenture Act. . . . . . . . . . . . . . . . . .         21
              Unrestricted Subsidiary. . . . . . . . . . . . . . . .         21
              Vice President . . . . . . . . . . . . . . . . . . . .         22
              Voting Stock . . . . . . . . . . . . . . . . . . . . .         22
              Wholly Owned Subsidiary  . . . . . . . . . . . . . . .         22

SECTION 102.  Compliance Certificates and
                Opinions . . . . . . . . . . . . . . . . . . . . . .         22

SECTION 103.  Form of Documents
                Delivered to Trustee  . . . . . . . . . . . . . . . .        23

SECTION 104.  Acts of Holders; Record Dates  . . . . . . . . . . . . .       24

SECTION 105.  Notices, Etc., to Trustee and Company. . . . . . . . . .       26

SECTION 106.  Notice to Holders; Waiver  . . . . . . . . . . . . . . .       27

SECTION 107.  The Application of Trust
                Indenture Act . . . . . . . . . . . . . . . . . . . .        28

SECTION 108.  Effect of Headings and
                Table of Contents  . . . . . . . . . . . . . . . . . .       28

SECTION 109.  Successors and Assigns . . . . . . . . . . . . . . . . .       28


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

                                         -v-

<PAGE>

                                                                           Page

SECTION 110.  Separability Clause. . . . . . . . . . . . . . . . . . .       28

SECTION 111.  Benefits of Indenture. . . . . . . . . . . . . . . . . .       28

SECTION 112.  Governing Law  . . . . . . . . . . . . . . . . . . . . .       29

SECTION 113.  Legal Holidays . . . . . . . . . . . . . . . . . . . . .       29


                                     ARTICLE TWO

                                    Security Forms

SECTION 201.  Forms Generally. . . . . . . . . . . . . . . . . . . . .       29

SECTION 202.  Form of Face of Security . . . . . . . . . . . . . . . .       30

SECTION 203.  Form of Reverse of Security  . . . . . . . . . . . . . .       33

SECTION 204.  Form of Trustee's
                Certificate of Authentication. . . . . . . . . . . . .       38


                                    ARTICLE THREE

                                    The Securities

SECTION 301.  Title and Terms. . . . . . . . . . . . . . . . . . . . .       39

SECTION 302.  Denominations. . . . . . . . . . . . . . . . . . . . . .       40

SECTION 303.  Execution, Authentication,
                Delivery and Dating. . . . . . . . . . . . . . . . . .       40

SECTION 304.  Temporary Securities . . . . . . . . . . . . . . . . . .       42

SECTION 305.  Registration, Registration of
                Transfer and Exchange. . . . . . . . . . . . . . . . .        43

SECTION 306.  Mutilated, Destroyed,
                Lost and Stolen Securities . . . . . . . . . . . . . . .      45

SECTION 307.  Payment of Interest;


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

                                         -vi-


<PAGE>

                                                                           Page

                Interest Rights Preserved. . . . . . . . . . . . . . .       46

SECTION 308.  Persons Deemed Owners  . . . . . . . . . . . . . . . . .       48

SECTION 309.  Cancellation . . . . . . . . . . . . . . . . . . . . . .       48

SECTION 310.  Computation of Interest  . . . . . . . . . . . . . . . .       49

SECTION 311.  CUSIP Numbers  . . . . . . . . . . . . . . . . . . . . .       49


                                     ARTICLE FOUR

                              Satisfaction and Discharge

SECTION 401.  Satisfaction and
                Discharge of Indenture.  . . . . . . . . . . . . . . .       49

SECTION 402.  Application of Trust Money . . . . . . . . . . . . . . .       50


                                     ARTICLE FIVE

                                       Remedies

SECTION 501.  Events of Default. . . . . . . . . . . . . . . . . . . .       50

SECTION 502.  Acceleration of Maturity;
                Rescission and Annulment . . . . . . . . . . . . . . .       53

SECTION 503.  Collection of Indebtedness and
                Suits for Enforcement by
                Trustee. . . . . . . . . . . . . . . . . . . . . . . .       55

SECTION 504.  Trustee May File Proofs of Claim . . . . . . . . . . . .       56

SECTION 505.  Trustee May Enforce Claims
                Without Possession of
                Securities . . . . . . . . . . . . . . . . . . . . . .       56

SECTION 506.  Application of Money Collected . . . . . . . . . . . . .       57

SECTION 507.  Limitation on Suits. . . . . . . . . . . . . . . . . . .       57


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

                                        -vii-

<PAGE>

                                                                           Page
SECTION 508.  Unconditional Right of Holders to
                Receive Principal, Premium
                and Interest . . . . . . . . . . . . . . . . . . . . .       58

SECTION 509.  Restoration of Rights and Remedies . . . . . . . . . . .       58

SECTION 510.  Rights and Remedies Cumulative . . . . . . . . . . . . .       59

SECTION 511.  Delay or Omission Not Waiver . . . . . . . . . . . . . .       59

SECTION 512.  Control by Holders . . . . . . . . . . . . . . . . . . .       59

SECTION 513.  Waiver of Past Defaults  . . . . . . . . . . . . . . . .       60

SECTION 514.  Undertaking for Costs  . . . . . . . . . . . . . . . . .       60

SECTION 515.  Waiver of Stay or Extension Laws . . . . . . . . . . . .       60


                                     ARTICLE SIX

                                     The Trustee

SECTION 601.  Certain Duties and
                Responsibilities . . . . . . . . . . . . . . . . . . .       61

SECTION 602.  Notice of Defaults . . . . . . . . . . . . . . . . . . .       61
SECTION 603.  Certain Rights of Trustee  . . . . . . . . . . . . . . .       61

SECTION 604.  Not Responsible for Recitals
                or Issuance of Securities. . . . . . . . . . . . . . .       63
SECTION 605.  May Hold Securities. . . . . . . . . . . . . . . . . . .       63

SECTION 606.  Money Held in Trust. . . . . . . . . . . . . . . . . . .       64

SECTION 607.  Compensation and Reimbursement . . . . . . . . . . . . .       64

SECTION 608.  Disqualification; Conflicting
                Interests. . . . . . . . . . . . . . . . . . . . . . .       65

SECTION 609.  Corporate Trustee Required;
                Eligibility. . . . . . . . . . . . . . . . . . . . . .       65

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

                                        -viii-

<PAGE>

                                                                           Page

SECTION 610.  Resignation and Removal;
                Appointment of Successor . . . . . . . . . . . . . . .       66

SECTION 611.  Acceptance of Appointment by
                Successor. . . . . . . . . . . . . . . . . . . . . . .       67

SECTION 612.  Merger, Conversion, Consolidation
                or Succession to Business. . . . . . . . . . . . . . .       68

SECTION 613.  Preferential Collection of
                Claims Against Company . . . . . . . . . . . . . . . .       68


                                    ARTICLE SEVEN

                  Holders' Lists and Reports by Trustee and Company

SECTION 701.  Company to Furnish Trustee Names
                and Addresses of Holders . . . . . . . . . . . . . . .       68

SECTION 702.  Preservation of Information;
                Communications to Holders. . . . . . . . . . . . . . .       69

SECTION 703.  Reports by Trustee . . . . . . . . . . . . . . . . . . .       69

SECTION 704.  Reports by Company . . . . . . . . . . . . . . . . . . .       70

SECTION 705.  Officers' Certificate with Respect to
                Change in Interest Rates . . . . . . . . . . . . . . .       70


                                    ARTICLE EIGHT

                             Merger, Consolidation, Etc.

SECTION 801.  Mergers, Consolidations and Certain
                Sales of Assets. . . . . . . . . . . . . . . . . . . .       70

SECTION 802.  Successor Substituted  . . . . . . . . . . . . . . . . .       72


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


                                         -ix-

<PAGE>

                                                                           Page

                                     ARTICLE NINE

                               Supplemental Indentures

SECTION 901.  Supplemental Indentures Without
                Consent of Holders . . . . . . . . . . . . . . . . . .       73

SECTION 902.  Supplemental Indentures with
                Consent of Holders . . . . . . . . . . . . . . . . . .       74

SECTION 903.  Execution of Supplemental Indentures . . . . . . . . . .       75

SECTION 904.  Effect of Supplemental Indentures. . . . . . . . . . . .       75

SECTION 905.  Conformity with Trust Indenture Act. . . . . . . . . . .       75

SECTION 906.  Reference in Securities to
                Supplemental Indentures. . . . . . . . . . . . . . . .       75

SECTION 907.  Subordination Impaired . . . . . . . . . . . . . . . . .       76

SECTION 908.  Other Amendments to the Indenture. . . . . . . . . . . .       76


                                     ARTICLE TEN

                                      Covenants

SECTION 1001. Payment of Principal, Premium
                and Interest . . . . . . . . . . . . . . . . . . . . .       76

SECTION 1002. Maintenance of Office or Agency. . . . . . . . . . . . .       76

SECTION 1003. Money for Security Payments to
                be Held in Trust . . . . . . . . . . . . . . . . . . .       77

SECTION 1004. Existence. . . . . . . . . . . . . . . . . . . . . . . .       79

SECTION 1005. Maintenance of Properties. . . . . . . . . . . . . . . .       79

SECTION 1006. Payment of Taxes and Other Claims. . . . . . . . . . . .       79

SECTION 1007. Maintenance of Insurance . . . . . . . . . . . . . . . .       80


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


                                         -x-

<PAGE>

                                                                           Page

SECTION 1008. Limitation on Company Debt. . . . . . . . . . . . . . . .      80

SECTION 1009. Limitation on Certain Debt. . . . . . . . . . . . . . . .      82

SECTION 1010. Limitation on Restricted Payments . . . . . . . . . . . .      83

SECTION 1011. Limitations Concerning Distributions
                by and Transfers to Subsidiaries. . . . . . . . . . . .      86

SECTION 1012. Limitation on Transactions with
              Affiliates. . . . . . . . . . . . . . . . . . . . . . . .      87

SECTION 1013. Limitation on Certain Asset
                Dispositions. . . . . . . . . . . . . . . . . . . . . .      87

SECTION 1014. Limitation on Issuances and Sales
                of Capital Stock of Wholly
                Owned Subsidiaries. . . . . . . . . . . . . . . . . . .      91

SECTION 1015. Limitation on Liens Securing
                Company Subordinated Debt. . . . . . . . . . . . . . .       92

SECTION 1016. Limitation on Guarantees of
                Company Subordinated Debt. . . . . . . . . . . . . . .       92

SECTION 1017. Change of Control . . . . . . . . . . . . . . . . . . . .      92

SECTION 1018. Provision of Financial Information. . . . . . . . . . . .      94

SECTION 1019. Statement by Officers as to Default . . . . . . . . . . .      94

SECTION 1020. Waiver of Certain Covenants . . . . . . . . . . . . . . .      95


                                    ARTICLE ELEVEN

                               Redemption of Securities

SECTION 1101.  Right of Redemption . . . . . . . . . . . . . . . . . .       95

SECTION 1102.  Applicability of Article. . . . . . . . . . . . . . . .       95

SECTION 1103.  Election to Redeem; Notice


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

                                         -xi-


<PAGE>

                                                                           Page

              to Trustee. . . . . . . . . . . . . . . . . . . . . . . .      96

SECTION 1104. Securities to Be Redeemed Pro Rata. . . . . . . . . . . .      96

SECTION 1105. Notice of Redemption. . . . . . . . . . . . . . . . . . .      97

SECTION 1106. Deposit of Redemption Price . . . . . . . . . . . . . . .      98

SECTION 1107. Securities Payable on
                Redemption Date . . . . . . . . . . . . . . . . . . . .      98

SECTION 1108. Securities Redeemed in Part . . . . . . . . . . . . . . .      99


                                    ARTICLE TWELVE

                             Subordination of Securities

SECTION 1201. Securities Subordinate to
                Senior Debt . . . . . . . . . . . . . . . . . . . . . .      99

SECTION 1202. Payment Over of Proceeds Upon
                Dissolution, Etc. . . . . . . . . . . . . . . . . . . .      99

SECTION 1203. No Payment When Senior Debt
                in Default. . . . . . . . . . . . . . . . . . . . . . .     101

SECTION 1204. Payment Permitted If No Default . . . . . . . . . . . . .     102

SECTION 1205. Subrogation to Rights of Holders
                of Senior Debt . . . . . . . . . . . . . . . . . .  . .     103

SECTION 1206. Provisions Solely to Define Relative
                Rights. . . . . . . . . . . . . . . . . . . . . . . . .     103

SECTION 1207. Trustee to Effectuate Subordination . . . . . . . . . . .     104

SECTION 1208. No Waiver of Subordination Provisions . . . . . . . . . .     104

SECTION 1209. Notice to Trustee . . . . . . . . . . . . . . . . . . . .     104

SECTION 1210. Reliance on Judicial Order or
                Certificate of Liquidating Agent. . . . . . . . . . . .     105


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

                                        -xii-

<PAGE>

                                                                           Page

SECTION 1211. Trustee Not Fiduciary for Holders of
                Senior Debt. . . . . . . . . . . . . . . . . . . . . .      106

SECTION 1212. Rights of Trustee as Holder of
                Senior Debt; Preservation of
                Trustee's Rights. . . . . . . . . . . . . . . . . . . .     106

SECTION 1213. Article Applicable to Paying Agents . . . . . . . . . . .     106

SECTION 1214. Defeasance of this Article Twelve . . . . . . . . . . . .     107


                                   ARTICLE THIRTEEN

                          Defeasance and Covenant Defeasance

SECTION 1301. Company's Option to Effect Defeasance
                or Covenant Defeasance. . . . . . . . . . . . . . . . .     107

SECTION 1302. Defeasance and Discharge. . . . . . . . . . . . . . . . .     107

SECTION 1303. Covenant Defeasance . . . . . . . . . . . . . . . . . . .     108

SECTION 1304. Conditions to Defeasance or
                Covenant Defeasance . . . . . . . . . . . . . . . . . .     108

SECTION 1305. Deposited Money and U.S. Government
                Obligations to Be Held in Trust;
                Other Miscellaneous Provisions. . . . . . . . . . . . .     111


TESTIMONIUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     113

SIGNATURES AND SEALS. . . . . . . . . . . . . . . . . . . . . . . . . .     113

ACKNOWLEDGMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . .     114





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

                                        -xiii-


<PAGE>


         INDENTURE, dated as of January 31, 1997 between Granite Broadcasting
Corporation, a corporation duly organized and existing under the laws of the
State of Delaware (herein called the "Company"), having its principal office at
767 Third Avenue, 28th Floor, New York, New York, and The Bank of New York, a
New York banking corporation, as Trustee (herein called the "Trustee").

                               RECITALS OF THE COMPANY

         The Company has duly authorized the creation of an issue of up to
$350,000,000 aggregate principal amount of (A) its 12 3/4% Series A Exchange
Debentures due April 1, 2009 (the "Rule 144A Securities") and (B) its 12 3/4%
Exchange Debentures due April 1, 2009 (the "Exchange Securities" and,
collectively with the Rule 144A Securities, the "Securities") of substantially
the tenor and amount hereinafter set forth, and to provide therefor the Company
has duly authorized the execution and delivery of this Indenture.  The Rule 144A
Securities and the Exchange Securities shall rank pari passu.

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

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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



                                     ARTICLE ONE

                           Definitions and Other Provisions
                                of General Application

SECTION 101.  Definitions.

         For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

<PAGE>


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

         (2)  all other terms used herein which are defined in the Trust
    Indenture Act, either directly or by reference therein, have the
    meanings assigned to them therein;

         (3)  all accounting terms not otherwise defined herein have the
    meanings assigned to them in accordance with generally accepted
    accounting principles (whether or not such is indicated herein) and,
    except as otherwise herein expressly provided, the term "generally
    accepted accounting principles" with respect to any computation
    required or permitted hereunder shall mean such accounting principles
    as are generally accepted in the United States as consistently applied
    by the Company at the date of such computation; and

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

         Certain terms, used principally in Article Six, are defined in that
Article.

         "7.75% Exchange Debenture Indenture" means the Indenture, to be
entered into between the Company and a Trustee to be designated by the Company.

         "7.75% Exchange Debentures" means the 7.75% Junior Subordinated
Convertible Debentures due 2005 that the Company may issue pursuant to the 7.75%
Exchange Debenture Indenture at its election in exchange for the 7.75%
Exchangeable Preferred Stock in accordance with the terms of the 7.75%
Exchangeable Preferred Stock as such terms exist on the date of this Indenture.

         "7.75% Exchangeable Preferred Stock" means the Company's Cumulative
Convertible Exchangeable Preferred Stock, par value $.01 per share, that is
outstanding on the date of this Indenture.

         "9 3/8% Note Indenture" means the Indenture, dated as of February 22,
1996, between the Company and The Bank of New York, as Trustee, as such
Indenture exists on the date of this Indenture.

                                         -2-


<PAGE>


         "9 3/8% Notes" means the 9 3/8% Senior Subordinated Notes due December
1, 2005 of the Company issued pursuant to the 9 3/8% Note Indenture and
outstanding on the date of this Indenture.

         "10 3/8% Note Indenture" means the Indenture, dated as of May 19,
1995, between the Company and United States Trust Company of New York, as
Trustee, as such Indenture exists on the date of this Indenture.

         "10 3/8% Notes" means the 10 3/8% Senior Subordinated Notes due May
15, 2005 of the Company issued pursuant to the 10 3/8% Note Indenture and
outstanding on the date of this Indenture.

         "12.75% Debenture Indenture" means the Indenture, dated as of
September 1, 1992, between the Company and United States Trust Company of New
York, as Trustee, as such Indenture exists on the date of this Indenture.

         "12.75% Debentures" means the 12.75% Senior Subordinated Debentures
due September 1, 2002 of the Company issued pursuant to the 12.75% Debenture
Indenture and outstanding on the date of this Indenture.

         "12 3/4% Exchangeable Preferred Stock" means the Company's 12 3/4%
Cumulative Convertible Exchangeable Preferred Stock, par value $.01 per share,
that is outstanding on the date of this Indenture.

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

         "Additional Interest" has the meaning set forth in the form of
Security contained in Section 202.  Unless the context otherwise requires,
references herein to "interest" on the Securities shall include Additional
Interest.

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

         "Agent Bank" shall mean initially Bankers Trust Company or such
successor bank or financial institution 

                                         -3-


<PAGE>


designated as such (or equivalent thereof) under the Senior Loan Agreement (or
any successor credit facility).

         "Asset Disposition" by any Person means any transfer, conveyance,
sale, lease or other disposition by such Person or any of its Subsidiaries
(including a consolidation or merger of any such Subsidiaries with or into
another Person in a transaction in which such Subsidiary ceases to be a
Subsidiary, but excluding a disposition by a Subsidiary of such Person to such
Person or a Wholly Owned Subsidiary of such Person or by such Person to a Wholly
Owned Subsidiary of such Person) of (i) shares of Capital Stock (other than
directors' qualifying shares) or other ownership interests of a Subsidiary of
such Person, (ii) substantially all of the assets of such Person or any of its
Subsidiaries representing a division or line of business or (iii) other assets
or rights of such Person or any of its Subsidiaries outside of the ordinary
course of business.  Asset Disposition shall not include a Sale and Leaseback
Transaction to the extent that the Attributable Value of such Sale and Leaseback
Transaction does not exceed $2,000,000 and the aggregate Attributable Value of
all such Sale and Leaseback Transactions entered into since the date of this
instrument and then outstanding does not exceed $5,000,000.

         "Attributable Value" means, as to any particular lease under which any
Person is at the time liable other than a Capital Lease Obligation, and at any
date as of which the amount thereof is to be determined, the total net amount of
rent required to be paid by such Person under such lease during the initial term
thereof as determined in accordance with generally accepted accounting
principles, discounted from the last date of such initial term to the date of
determination at a rate per annum equal to the discount rate which would be
applicable to a Capital Lease Obligation with like term in accordance with
generally accepted accounting principles.  The net amount of rent required to be
paid under any such lease for any such period shall be the aggregate amount of
rent payable by the lessee with respect to such period after excluding amounts
required to be paid on account of insurance, taxes, assessments, utility,
operating and labor costs and similar charges.  In the case of any lease which
is terminable by the lessee upon the payment of a penalty, such net amount shall
also include the amount of such penalty, but no rent shall be considered as
required to be paid under such lease subsequent to the first date upon which it
may be so terminated.  Attributable Value means, as to a Capital Lease
Obligation under which any Person is at the time liable and at any date as of
which the amount thereof is to be determined, the capitalized amount thereof
that would appear on the face of a balance sheet of 

                                         -4-


<PAGE>


 such Person in accordance with generally accepted accounting principles.

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

         "Board of Directors" means either the board of directors of the
Company or any duly authorized committee of that board.

         "Board Resolution" means a copy of a resolution 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, and delivered to the Trustee.

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

         "Capital Lease Obligation" of any Person means the obligation to pay
rent or other payment amounts under a lease of (or other Debt arrangements
conveying the right to use) real or personal property of such Person which is
required to be classified and accounted for as a capital lease or a liability on
the face of a balance sheet of such Person in accordance with generally accepted
accounting principles.  The stated maturity of such obligation shall be the date
of the last payment of rent or any other amount due under such lease prior to
the first date upon which such lease may be terminated by the lessee without
payment of a penalty.

         "Capital Stock" of any Person means any and all shares, interests,
participations or other equivalents (however designated) of corporate stock of
such Person.

         "Change of Control" has the meaning specified in Section 1017.

         "Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Exchange Act, or, if at any time
after the execution of this instrument such Commission is not existing and
perform-

                                         -5-


<PAGE>


ing the duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

         "Common Stock" of any Person means Capital Stock of such Person that
does not rank prior, as to the payment of dividends or as to the distribution of
assets upon any voluntary or involuntary liquidation, dissolution or winding up
of such Person, to shares of Capital Stock of any other class of such Person.

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

         "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its Vice
Chairman of the Board, its President or a Vice President, and by its Treasurer,
an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered
to the Trustee.

         "Consolidated Cash Flow" of any Person means for any period the
Consolidated Net Income for such period increased by the sum of (i) Consolidated
Interest Expense of such Person and its Consolidated Subsidiaries for such
period, plus (ii) Consolidated Income Tax Expense of such Person and its
Consolidated Subsidiaries for such period, plus (iii) the consolidated
depreciation and amortization expense included in the income statement of such
Person and its Consolidated Subsidiaries for such period, plus (iv) other
non-cash charges deducted from consolidated revenues of such Person and its
Consolidated Subsidiaries (other than amortization of film and program assets)
in determining Consolidated Net Income for such period, minus (v) non-cash items
added to consolidated revenues of such Person and its Consolidated Subsidiaries
in determining Consolidated Net Income for such period; provided, however,
Consolidated Cash Flow shall not include Consolidated Net Income and the items
specified in Clauses (i) through (iv) above to the extent attributable to a
Consolidated Subsidiary of such Person that is subject to restrictions
preventing the payment of dividends and the making of distributions (by loans,
advances, intercompany transfers or otherwise) to such Person, but shall include
such payments and distributions as could be made in accordance with such
restrictions.

         "Consolidated Income Tax Expense" of any Person means for any period
the consolidated provision for income 

                                         -6-


<PAGE>


taxes of such Person and its Consolidated Subsidiaries for such period.

         "Consolidated Interest Expense" for any Person means for any period
the consolidated interest expense included in a consolidated income statement
(without deduction of interest income) of such Person and its Consolidated
Subsidiaries for such period, including without limitation or duplication (or,
to the extent not so included, with the addition of), (i) the portion of any
rental obligation in respect of any Capital Lease Obligation allocable to inter-
est expense in accordance with generally accepted accounting principles,
(ii) the amortization of Debt discounts, (iii) any payments or fees with respect
to letters of credit, bankers acceptances or similar facilities, (iv) fees with
respect to interest rate swap or similar agreements or foreign currency hedge,
exchange or similar agreements other than fees or charges related to the
acquisition or termination thereof which are not allocable to interest expense
in accordance with generally accepted accounting principles, (v) Preferred Stock
dividends declared and payable in cash and (vi) accrued Disqualified Stock
dividends, whether or not declared or paid.

         "Consolidated Net Income" of any Person means for any period the
consolidated net income (or loss) of such Person and its Consolidated
Subsidiaries for such period determined in accordance with generally accepted
accounting principles; provided that there shall be excluded therefrom (i) the
net income (or loss) of any Person acquired by such Person or a Subsidiary of
such Person in a pooling-of-interests transaction for any period prior to the
date of such transaction, (ii) the net income (or loss) of any Person that is
not a Consolidated Subsidiary of such Person, (iii) gains or losses on Asset
Dispositions by such Person or its Consolidated Subsidiaries and (iv) all
extraordinary gains and extraordinary losses; and provided further that there
shall be added thereto, to the extent not otherwise included in Consolidated Net
Income, the amount of any dividends or other distributions actually paid to such
Person during such period by a Person that is not a Consolidated Subsidiary of
such Person.

         "Consolidated Subsidiaries" of any Person means all other Persons that
would be accounted for as Consolidated Persons in such Person's financial
statements in accordance with generally accepted accounting principles;
provided, however, Consolidated Subsidiaries shall not include any Unrestricted
Subsidiary created in accordance with the definition of Unrestricted Subsidiary.

                                         -7-


<PAGE>


         "Corporate Trust Office" means the principal office of the Trustee in
the Borough of Manhattan, The City of New York, New York, at which at any
particular time its corporate trust business shall be administered, which at the
date hereof is located at 101 Barclay Street, Floor 21 West, New York, New York
10286.

         "corporation" means a corporation, association, company, limited
liability company, joint-stock company or business trust.

         "Debt" means (without duplication), with respect to any Person,
whether recourse is to all or a portion of the assets of such Person, and
whether or not contingent, (i) every obligation of such Person for money
borrowed, (ii) every obligation of such Person evidenced by bonds, debentures,
notes or other similar instruments, (iii) every reimbursement obligation of such
Person with respect to letters of credit, bankers' acceptances or similar facil
ities issued for the account of such Person, (iv) every obligation of such
Person issued or assumed as the deferred purchase price of property or services
(but excluding trade accounts payable, film contract rights or accrued liabil
ities arising in the ordinary course of business), (v) every Capital Lease
Obligation of such Person, (vi) the maximum fixed redemption or repurchase price
of Disqualified Stock of such Person at the time of determination, and
(vii) every obligation of the type referred to in Clauses (i) through (vi) of
another Person and all dividends of another Person the payment of which, in
either case, such Person has Guaranteed or is responsible or liable, directly or
indirectly, as obligor, Guarantor or otherwise.

         "Defaulted Interest" has the meaning specified in Section 307.

         "Depositary" means, with respect to the Securities issuable or issued
in whole or in part in the form of one or more Global Securities, The Depository
Trust Company for so long as it shall be a clearing agency registered under the
Exchange Act, or such successor as the Company shall designate from time to time
in an Officers' Certificate delivered to the Trustee.

         "Designated Senior Debt" has the meaning set forth in Section 1203.

         "Disqualified Stock" means any Capital Stock of the Company or any
Subsidiary of the Company which, by its terms (or by the terms of any security
into which it is convertible or for which it is exchangeable), or otherwise

                                         -8-


<PAGE>


(including upon the occurrence of an event), matures or is required to be
redeemed (pursuant to a sinking fund obligation or otherwise) or is redeemable
at the option of the holder thereof, in whole or in part (other than a
redemption which is conditioned upon a change of control of the Company), on or
prior to the final Stated Maturity of the Securities, excluding, however, the
12 3/4% Exchangeable Preferred Stock and the 7.75% Exchangeable Preferred Stock.

         "Event of Default" has the meaning specified in Section 501.

         "Exchange Act" means the Securities Exchange Act of 1934 and any
statute successor thereto, in each case as amended from time to time.

         "Exchange Offer" has the meaning set forth in the form of the Security
contained in Section 202.

         "Exchange Securities" means the exchange securities designated as such
in the first paragraph of the RECITALS OF THE COMPANY.

         "Global Security" means the security or securities that evidences all
or part of the Securities and bears the legend set forth in Section 202.

         "Guarantee" by any Person means any obligation, contingent or
otherwise, of such Person guaranteeing or having the economic effect of
guaranteeing any Debt of any other Person (the "primary obligor") in any manner,
whether directly or indirectly, and including, without limitation, any
obligation of such Person, (i) to purchase or pay (or advance or supply funds
for the purchase or payment of) such Debt or to purchase (or to advance or
supply funds for the purchase of) any security for the payment of such Debt,
(ii) to purchase property, securities or services for the purpose of assuring
the holder of such Debt of the payment of such Debt, or (iii) to maintain work
ing capital, equity capital or other financial statement condition or liquidity
of the primary obligor so as to enable the primary obligor to pay such Debt (and
"Guaranteed", "Guaranteeing" and "Guarantor" shall have meanings correlative to
the foregoing); provided, however, that the Guarantee by any Person shall not
include endorsements by such Person for collection or deposit, in either case,
in the ordinary course of business.

         "Holder" means a Person in whose name a Security is registered in the
Security Register.

                                         -9-


<PAGE>


         "Incur" means, with respect to any Debt or other obligation of any
Person, to create, issue, incur (by conversion, exchange or otherwise), assume,
Guarantee or otherwise become liable in respect of such Debt or other obligation
or the recording, as required pursuant to generally accepted accounting
principles or otherwise, of any such Debt or other obligation on the balance
sheet of such Person (and "Incurrence," "Incurred," "Incurrable" and "Incurring"
shall have meanings correlative to the foregoing); provided, however, that a
change in generally accepted accounting principles that results in an obligation
of such Person that exists at such time becoming Debt shall not be deemed an
Incurrence of such Debt.

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

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

         "Investment" by any Person means any direct or indirect loan, advance
or other extension of credit or capital contribution to (by means of transfers
of cash or other property to others or payments for property or services for the
account or use of others, or otherwise), or purchase or acquisition of Capital
Stock, bonds, notes, debentures or other securities or evidences of Debt issued
by any other Person, including any payment on a Guarantee of any obligation of
such other Person.

         "Lien" means, with respect to any property or assets, any mortgage or
deed of trust, pledge, hypothecation, assignment, deposit arrangement, security
interest, lien, charge, easement (other than any easement not materially
impairing usefulness or marketability), encumbrance, preference, priority or
other security agreement or preferential arrangement of any kind or nature
whatsoever on or with respect to such property or assets (including, without
limitation, any conditional sale or other title retention agreement having
substantially the same economic effect as any of the foregoing).

         "Local Marketing Agreement" means any agreement pursuant to which the
Company or any of its Subsidiaries agrees to provide television management
services, television broadcasting or assets related to the provision of televi
sion broadcasting in exchange for cash payments and/or the right to charge
others for the provision of advertising or other services or products.


                                         -10-


<PAGE>

         "Major Asset Disposition" means any Asset Disposition or series of
related Asset Dispositions involving assets with a fair market value in excess
of $2,000,000.

         "Maturity", when used with respect to any Security, means the date on
which the principal of such Security becomes due and payable as therein or
herein provided, whether at the Stated Maturity or by declaration of accel
eration, call for redemption or otherwise.

         "Net Available Proceeds" from any Asset Disposition or issuance of
Capital Stock by any Person means cash or readily marketable cash equivalents
received (including by way of sale or discounting of a note, installment
receivable or other receivable, but excluding any other consideration received
in the form of assumption by the acquiree of Debt or other obligations relating
to such properties or assets or received in any other noncash form) therefrom by
such Person, net of (i) all legal, title and recording tax expenses, commissions
and other fees and expenses Incurred and all federal, state, provincial, foreign
and local taxes required to be accrued as a liability as a consequence of such
Asset Disposition or issuance, (ii) all payments made by such Person or its
Subsidiaries on any Debt which is secured by such assets in accordance with the
terms of any Lien upon or with respect to such assets or which must by the terms
of such Lien, or in order to obtain a necessary consent to such Asset
Disposition or issuance or by applicable law be repaid out of the proceeds from
such Asset Disposition or issuance, (iii) all distributions and other payments
made to minority interest holders in Subsidiaries of such Person or joint
ventures as a result of such Asset Disposition, and (iv) reserves established in
accordance with generally accepted accounting principles against any liabilities
associated with such assets and retained by such Person or any Subsidiary
thereof, as the case may be, after such Asset Disposition, including, without
limitation, liabilities under any indemnification obligations and severance and
other employee termination costs associated with such Asset Disposition, in each
case as determined by the Board of Directors, in its reasonable good faith
judgment evidenced by a Board Resolution; provided, however, that any reduction
in such reserve following the consummation of such Asset Disposition will be
treated for all purposes of this Indenture and the Securities as a new Asset
Disposition at the time of such reduction with Net Available Proceeds equal to
the amount of such reduction.

         "Offer to Purchase" means a written offer (the "Offer") sent by the
Company by first class mail, postage 

                                         -11-


<PAGE>


prepaid, to each Holder at its address appearing in the Security Register on the
date of the Offer, offering to purchase up to the principal amount of Securities
specified in such Offer at the purchase price specified in such Offer.  Unless
otherwise required by applicable law, the Offer shall specify an expiration date
(the "Offer Expiration Date") of the Offer to Purchase which shall be, subject
to any contrary requirements of applicable law, not less than 30 days or more
than 60 days after the date of such Offer and a settlement date (the "Purchase
Date") for the purchase of Securities within five Business Days after the Offer
Expiration Date.  The Company shall notify the Trustee at least 15 Business Days
(or such shorter period as is acceptable to the Trustee) prior to the mailing of
the Offer of the Company's obligation to make an Offer to Purchase, and the
Offer shall be mailed by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.  The Offer shall contain
information concerning the business of the Company and its Subsidiaries which
the Company in good faith believes will enable such Holders to make an informed
decision with respect to the Offer to Purchase (which at a minimum will include
(i) the most recent annual and quarterly financial statements and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
contained in the documents required to be filed with the Trustee pursuant to
Section 1018 of this Indenture (which requirements may be satisfied by delivery
of such documents together with the Offer), (ii) a description of material
developments in the Company's business subsequent to the date of the latest of
such financial statements referred to in clause (i) (including a description of
the events requiring the Company to make the Offer to Purchase), (iii) if
applicable, appropriate pro forma financial information concerning the Offer to
Purchase and the events requiring the Company to make the Offer to Purchase, and
(iv) any other information required by applicable law to be included therein). 
The Offer shall contain all instructions and materials necessary to enable such
Holder to tender Securities pursuant to the Offer to Purchase.  The Offer shall
also state:

         (1)  the Section of this Indenture pursuant to which the Offer to
    Purchase is being made;

         (2)  the Offer Expiration Date and the Purchase Date;

         (3)  the aggregate principal amount of the Outstanding Securities
    offered to be purchased by the Company pursuant to the Offer to Purchase
    (including, if less than 100%, the manner by which 

                                         -12-


<PAGE>


such has been determined pursuant to the Section hereof requiring the Offer to
Purchase) (the "Purchase Amount");

         (4)  the purchase price to be paid by the Company for each $1,000
    aggregate principal amount of Securities accepted for payment (as
    specified pursuant to this Indenture);

         (5)  that the Holder may tender all or any portion of the
    Securities registered in the name of such Holder and that any portion
    of a Security tendered must be tendered in an integral multiple of
    $1,000 principal amount;

         (6)  the place or places where Securities are to be surrendered
    for tender pursuant to the Offer to Purchase;

         (7)  that interest on any Security not tendered or tendered but not
    purchased by the Company pursuant to the Offer to Purchase will continue to
    accrue;

         (8)  that on the Purchase Date the purchase price will become due
    and payable upon each Security accepted for payment pursuant to the
    Offer to Purchase and that interest thereon shall cease to accrue on
    and after the Purchase Date;

         (9)  that each Holder electing to tender a Security pursuant to
    the Offer to Purchase will be required to surrender such Security at
    the place or places specified in the Offer prior to the close of
    business on the Offer Expiration Date (such Security being, if the
    Company or the Trustee so requires, duly endorsed by, or accompanied
    by a written instrument of transfer in form reasonably satisfactory to
    the Company and the Trustee duly executed by, the Holder thereof or
    his attorney duly authorized in writing);

        (10)  that Holders will be entitled to withdraw all or any portion
    of Securities tendered if the Company (or its Paying Agent) receives,
    not later than the close of business on the Offer Expiration Date, a
    facsimile transmission or letter setting forth the name of the Holder,
    the principal amount of the Security the Holder tendered, the
    certificate number of the Security the Holder tendered and a statement
    that such 

                                         -13-


<PAGE>


    Holder is withdrawing all or a portion of such tender;

        (11)  that (i) if Securities in an aggregate principal amount less
    than or equal to the Purchase Amount are duly tendered and not
    withdrawn pursuant to the Offer to Purchase, the Company shall
    purchase all such Securities and (ii) if Securities in an aggregate
    principal amount in excess of the Purchase Amount are tendered and not
    withdrawn pursuant to the Offer to Purchase, the Company shall
    purchase Securities having an aggregate principal amount equal to the
    Purchase Amount on a pro rata basis (with such adjustments as may be
    deemed appropriate so that only Securities in denominations of $1,000
    or integral multiples thereof shall be purchased); and 

        (12)  that in the case of any Holder whose Security is purchased
    only in part, the Company shall execute, and the Trustee shall authen
ticate and deliver to the Holder of such Security without service charge, a new
Security or Securities, of any authorized denomination as requested by such
Holder, in an aggregate principal amount equal to and in exchange for the
unpurchased portion of the Security so tendered.

Any Offer to Purchase shall be governed by and effected in accordance with
applicable securities laws and regulations and the Offer for such Offer to
Purchase.

         "Officers' Certificate" means a certificate signed by the Chairman of
the Board, a Vice Chairman of the Board, the President or a Vice President, and
by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secre
tary, of the Company, and delivered to the Trustee and containing the statements
provided for in Section 102.  One of the officers signing an Officers'
Certificate given pursuant to Section 1019 shall be the principal executive,
financial or accounting officer of the Company.

         "Opinion of Counsel" means a written opinion of legal counsel, who may
be counsel for the Company, and who shall be acceptable to the Trustee, and
containing the statements provided for in Section 102.

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

                                         -14-


<PAGE>


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

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

       (iii)  Securities which have been paid pursuant to Section 306 or
    in exchange for or in lieu of which other Securities have been
    authenticated and delivered pursuant to this Indenture, other than any
    such Securities in respect of which there shall have been presented to
    the Trustee proof satisfactory to it that such Securities are held by
    a bona fide purchaser in whose hands such Securities are valid
    obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which the Trustee actually knows to be so
owned shall be so disregarded.  Securities so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor.

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

         "Payment Blockage Period" has the meaning specified in Section 1203.

                                         -15-


<PAGE>



         "Permitted Holder" has the meaning set forth in Section 1017.

         "Permitted Television Investment" means an Investment in any Person
which is a Restricted Payment within the meaning of either Clause (iii) or (v)
of Section 1010 (i) with which the Company has entered into a Local Marketing
Agreement or (ii) (a) for the purpose of facilitating the delivery by the
Company or any of its Subsidiaries of advanced television service, including
high definition television, or interactive television or (b) to otherwise permit
the Company or any of its Subsidiaries to exploit any other emerging
technologies relating to television broadcasting.  For purposes of calculating
the aggregate amount of outstanding Permitted Television Investments, any
Investment (a) in a Person which, subsequent to such Investment, becomes a
Wholly Owned Subsidiary of the Company, or (b) that otherwise, due to a change
in the status of such Person, would not, if then made, be deemed a Restricted
Payment, shall no longer be deemed outstanding as of the date such Person
becomes a Wholly Owned Subsidiary or otherwise changes its status, as the case
may be.

         "Person" means any individual, corporation, partnership, joint
venture, trust, unincorporated organization or government or any agency or
political subdivision thereof.

         "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

         "Preferred Stock", as applied to the Capital Stock of any Person,
means Capital Stock of such Person of any class or classes (however designated)
that ranks prior, as to the payment of dividends or as to the distribution of
assets upon any voluntary or involuntary liquidation, dissolution or winding up
of such Person, to shares of Capital Stock of any other class of such Person.

         "Pro Forma Consolidated Cash Flow" of any Person means for any period
the Consolidated Cash Flow for such period; provided that, in the event such
Person or its Subsidiaries has made Asset Dispositions or acquisitions of
assets, properties or franchises not in the ordinary course of business
(including acquisitions of other Persons by 

                                         -16-


<PAGE>


merger, consolidation or purchase of Capital Stock) or has permitted an
encumbrance or restriction pursuant to Section 1011 during or after such period,
such computation shall be made on a pro forma basis (whether the acquisition is
treated as a purchase or a pooling under generally accepted accounting
principles) as if the Asset Dispositions or acquisitions or restrictions or
encumbrances had taken place on the first day of such period.  If, during or
after the period for which such calculation is made, the Person or any of its
Subsidiaries has acquired or disposed of a television or radio broadcasting or
cable television franchise that does not constitute an existing business
(whether existing as a separate entity, subsidiary, division, unit or other
wise), the pro forma effect of such acquisition or disposition shall be deemed
to be the Consolidated Cash Flow attributable to such franchise (or a reasonable
estimate thereof) for the period for which such calculation is made prior to
such acquisition or disposition; provided that such estimated Consolidated Cash
Flow shall be determined on the basis of comparable franchises, evidenced in a
Board Resolution and reported on by a nationally recognized accounting firm.

         "readily marketable cash equivalents" means (i) marketable securities
issued or directly and unconditionally guaranteed by the United States
Government or issued by any agency thereof and backed by the full faith and
credit of the United States; (ii) marketable direct obligations issued by any
state of the United States of America or any political subdivision of any such
state or any public instrumentality thereof and, at the time of acquisition,
having the highest rating obtainable from either Standard & Poor's Ratings Group
or Moody's Investors Service, Inc.; (iii) commercial paper maturing no more than
180 days from the date of acquisition thereof and, at the time of acquisition,
having a rating of at least A-1 from Standard & Poor's Ratings Group or at least
P-1 from Moody's Investors Service, Inc.; and (iv) certificates of deposit or
bankers' acceptances maturing within one year from the date of acquisition
thereof issued by any commercial bank organized under the laws of the United
States of America or any state thereof or the District of Columbia having
unimpaired capital and surplus of not less than $100,000,000.

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

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

                                         -17-
<PAGE>


         "Regular Record Date" for the interest payable on any Interest Payment
Date means the March 15 or September 15 (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date.

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

         "Rule 144A Securities" means the Rule 144A securities designated as
such in the first paragraph of the RECITALS OF THE COMPANY.

          "Sale and Leaseback Transaction" of any Person means an arrangement
with any lender or investor or to which such lender or investor is a party
providing for the leasing by such Person of any property or asset of such Person
which has been or is being sold or transferred by such Person more than 270 days
after the acquisition thereof or the completion of construction or commencement
of operation thereof to such lender or investor or to any person to whom funds
have been or are to be advanced by such lender or investor on the security of
such property or asset.  The stated maturity of such arrangement shall be the
date of the last payment of rent or any other amount due under such arrangement
prior to the first date on which such arrangement may be terminated by the
lessee without payment of a penalty.

          "Second Step-Down Date" has the meaning set forth in the form of
Security contained in Section 202.

          "Second Step-Up" has the meaning set forth in the form of Security
contained in Section 202.

          "Securities" means the Exchange Securities and the Rule 144A
Securities designated as such in the first paragraph of the RECITALS OF THE
COMPANY.

          "Securities Act" means the Securities Act of 1933 and any statute
successor thereto, in each case as amended from time to time.

          "Securities Payment" has the meaning set forth in Section 1202.

                                         18


<PAGE>



          "Security Register" and "Security Registrar" have the respective
meanings specified in Section 305.

          "Senior Debt" means (a) the principal of (premium, if any) and
interest (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company whether or not such
claim for post-petition interest is allowed in such proceeding) on, and
penalties and any obligation of the Company for reimbursement, indemnities and
fees relating to, Debt outstanding pursuant to the Senior Loan Agreement,
(b) payment obligations of the Company under interest rate swap or similar
agreements or foreign currency hedge, exchange or similar agreements, in each
case entered into to hedge Debt Incurred under the Senior Loan Agreement or any
renewal, refunding, refinancing or extension thereof, (c) all other Debt for
money borrowed of the Company referred to in the definition of Debt other than
Clause (vi) and (d) all renewals, extensions, modifications, refinancings,
refundings and amendments of any Debt referred to in Clause (a), (b) or (c)
above, unless but only to the extent, in the case of any particular Debt
referred to in Clause (a), (b) or (c) above, (A) such Debt is owed to a
Subsidiary of the Company, (B) the instrument creating or evidencing the same or
pursuant to which the same is outstanding expressly provides that such Debt is
not superior in right of payment to the Securities, (C) such Debt is Incurred in
violation of the Indenture, or (D) such Debt is subordinate in right of payment
in respect to any other Debt of the Company.

          "Senior Loan Agreement" means the Second Amended and Restated Credit
Agreement, dated as of May 19, 1995, by and among the Company, the Banks named
therein and Bankers Trust Company, as Agent, as it may be amended, restated or
modified from time to time.

          "Senior Nonmonetary Default" has the meaning specified in
Section 1203.

          "Senior Payment Default" has the meaning specified in Section 1203.

          "Special Record Date" for the payment of any Defaulted Interest means
a date fixed by the Trustee pursuant to Section 307.

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

                                         19


<PAGE>


          "Step-Down Date" has the meaning set forth in the form of the Security
contained in Section 202.

          "Step-Up" has the meaning set forth in the form of the Security
contained in Section 202.

          "Subordinated Debt" means Debt of the Company as to which the payment
of principal of (and premium, if any) and interest and other payment obligations
in respect of such Debt shall be subordinate to the prior payment in full of the
Securities to at least the following extent:  (i) no payments of principal of
(or premium, if any) or interest on or otherwise due in respect of such Debt may
be permitted for so long as any default in the payment of principal (or premium,
if any) or interest on the Securities exists; and (ii) in the event that any
other default that with the passing of time or the giving of notice, or both,
would constitute an event of default exists with respect to the Securities, upon
notice by 25% or more in principal amount of the Securities to the Trustee, the
Trustee shall have the right to give notice to the Company and the holders of
such Debt (or trustees or agents therefor) of a payment blockage, and thereafter
no payments of principal of (or premium, if any) or interest on or otherwise due
in respect of such Debt may be made for a period of 179 days from the date of
such notice.  Notwithstanding the foregoing, the 7.75% Exchange Debentures shall
constitute Subordinated Debt unless and until the subordination provisions
thereof are amended or modified after the date of this Indenture.

          "Subsidiary" of any Person means (i) a corporation more than 50% of
the outstanding Voting Stock of which is owned, 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 other Person (other than
a corporation) 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 at least a majority ownership and power to direct the policies,
management and affairs thereof.  Subsidiary shall not include an Unrestricted
Subsidiary created in accordance with the definition of Unrestricted Subsidiary.

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

                                         20


<PAGE>


          "Trust Indenture Act" means the Trust Indenture Act of 1939 as in
force at the date as of which this instrument was executed; provided, however,
that in the event the Trust Indenture Act of 1939 is amended after such date,
"Trust Indenture Act" means, to the extent required by any such amendment, the
Trust Indenture Act of 1939 as so amended.

          "Unrestricted Subsidiary" means (1) any Subsidiary designated as such
by the Board of Directors as set forth below where (a) neither the Company nor
any of its other Subsidiaries (other than another Unrestricted Subsidiary) (i)
provides credit support for, or Guarantee of, any Debt of such Subsidiary
(including any undertaking, agreement or instrument evidencing such Debt) or
(ii) is directly or indirectly liable for any Debt of such Subsidiary, and (b)
no default with respect to any Debt of such Subsidiary (including any right
which the holders thereof may have to take enforcement action against such
Subsidiary) would permit (upon notice, lapse of time or both) any holder of any
other Debt of the Company and its other Subsidiaries (other than another
Unrestricted Subsidiary) to declare a default on such other Debt or cause the
payment thereof to be accelerated or payable prior to its final scheduled
maturity, (2) any Subsidiary of the Company (other than a Subsidiary existing as
of the date of this Indenture or successor to any such Subsidiary) which at the
time of determination shall be an Unrestricted Subsidiary (as designated by the
Board of Directors, as provided below) and (3) any Subsidiary of an Unrestricted
Subsidiary where Clauses (a) and (b) are true with respect to such Subsidiary. 
The Board of Directors may designate any Subsidiary to be an Unrestricted
Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds
any Lien on any property of, any other Subsidiary of the Company which is not a
Subsidiary of the Subsidiary to be so designated or otherwise an Unrestricted
Subsidiary; provided that either (x) the Subsidiary to be so designated has
total assets of $1,000 or less or (y) immediately after giving effect to such
designation, the ratio of the aggregate principal amount of Debt of the Company
and its Subsidiaries outstanding as of the most recent available balance sheet
to Pro Forma Consolidated Cash Flow for the preceding four full fiscal quarters,
determined on a pro forma basis as if such Subsidiary had been an Unrestricted
Subsidiary at the beginning of such four fiscal quarters, would be less than 6.5
to 1.  The Board of Directors may designate any Unrestricted Subsidiary to be a
Subsidiary; provided that immediately after giving effect to such designation,
the ratio of the aggregate principal amount of Debt of the Company and its
Subsidiaries outstanding as of the most recent available 

                                         21


<PAGE>


balance sheet to Pro Forma Consolidated Cash Flow for the preceding four full
fiscal quarters, determined on a pro forma basis as if such Unrestricted
Subsidiary had been a Subsidiary at the beginning of such four fiscal quarters,
would be less than 6.5 to 1.  Any such designation by the Board of Directors
shall be evidenced to the Trustee by filing with the Trustee a certified copy of
the resolution of the Board of Directors giving effect to such designation and
an Officers' Certificate certifying that such designation complied with the
foregoing conditions.

          "Vice President", when used with respect to the Company or the
Trustee, means any vice president, whether or not designated by a number or a
word or words added before or after the title "vice president".

          "Voting Stock" of any Person means Capital Stock of such Person which
ordinarily has voting power for the election of directors (or persons performing
similar functions) of such Person, whether at all times or only so long as no
senior class of securities has such voting power by reason of any contingency.

          "Wholly Owned Subsidiary" of any Person means a Subsidiary of such
Person all of the outstanding Capital Stock or other ownership interests of
which (other than directors' qualifying shares) shall at the time be owned by
such Person or by one or more Wholly Owned Subsidiaries of such Person or by
such Person and one or more Wholly Owned Subsidiaries of such Person.


SECTION 102.  Compliance Certificates and Opinions.

          Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee such certificates and opinions as may be required under the Trust
Indenture Act and under this Indenture.  Each such certificate or opinion shall
be given in the form of an Officers' Certificate, if to be given by an officer
of the Company, or an Opinion of Counsel, if to be given by counsel, and shall
comply with the requirements of the Trust Indenture Act and any other
requirement set forth in this Indenture.

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

    (1)  a statement that each individual signing such certificate or opinion
has read 

                                         22


<PAGE>


such covenant or condition and the definitions herein relating thereto; 

    (2)  a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;

    (3)  a statement that, in the opinion of each such individual, 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 the opinion of each such individual,
such condition or covenant has been complied with.


SECTION 103.  Form of Documents Delivered to Trustee.

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

         Any certificate of an officer of the Company may be based, insofar as
it relates to legal matters, upon an opinion of counsel submitted therewith,
unless such officer knows, or in the exercise of reasonable care should know,
that the opinion with respect to the matters upon which his certificate is based
is erroneous.  Any opinion of counsel may be based, insofar as it relates to
factual matters, upon a certificate of an officer or officers of the Company
submitted therewith stating the information on which counsel is relying, unless
such counsel knows, or in the exercise of reasonable care should know, that the
certificate with respect to such matters is erroneous.

         Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments 

                                         23


<PAGE>


under this Indenture, they may, but need not, be consolidated and form one
instrument.


SECTION 104.  Acts of Holders; Record Dates.

         Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by agent duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and,
where it is hereby expressly required, to the Company.  Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the "Act" of the Holders signing such instrument or
instruments.  Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 601) conclusive in favor of the Trustee and the Company,
if made in the manner provided in this Section.

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

         The ownership of Securities shall be proved by the Security Register.

         Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Security shall bind every future Holder of the
same Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.

                                         24


<PAGE>


         The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities entitled to give, make or take
any request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Indenture to be given, made or taken by
Holders of Securities; provided that the Company may not set a record date for,
and the provisions of this paragraph shall not apply with respect to, the giving
or making of any notice, declaration, request or direction referred to in the
next paragraph.  If not set by the Company prior to the first solicitation of a
Holder made by any Person in respect of any such matter referred to in the
foregoing sentence, the record date for any such matter shall be the 30th day
(or, if later, the date of the most recent list of Holders required to be
provided pursuant to Section 701) prior to such first solicitation.  If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities on such record date, and no other Holders, shall be entitled to take
the relevant action, whether or not such Holders remain Holders after such
record date; provided that no such action shall be effective hereunder unless
taken on or prior to the applicable Expiration Date by Holders of the requisite
principal amount of Outstanding Securities on such record date.  Nothing in this
paragraph shall be construed to prevent the Company from setting a new record
date for any action for which a record date has previously been set pursuant to
this paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities on the date such
action is taken. Promptly after any record date is set pursuant to this
paragraph, the Company, at its own expense, shall cause notice of such record
date, the proposed action by Holders and the applicable Expiration Date to be
given to the Trustee in writing and to each Holder of Securities in the manner
set forth in Section 106.

         The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities entitled to join in the giving
or making of (i) any Notice of Default, (ii) any declaration of acceleration
referred to in Section 502, (iii) any request to institute proceedings referred
to in Section 507(2) or (iv) any direction referred to in Section 512.  If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities on such record date, and no other Holders, shall be entitled to join
in such notice, declaration, request or direction, whether or not such Holders
remain Holders after such record date; provided that no such 

                                         25


<PAGE>


action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities on such record date. Nothing in this paragraph shall be construed to
prevent the Trustee from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be cancelled and of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by Holders of the requisite principal
amount of Outstanding Securities on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Trustee, at the
Company's expense, shall cause notice of such record date, the proposed action
by Holders and the applicable Expiration Date to be given to the Company in
writing and to each Holder of Securities in the manner set forth in Section 106.

         With respect to any record date set pursuant to this Section, the
party hereto which sets such record date may designate any day as the
"Expiration Date" and from time to time may change the Expiration Date to any
earlier or later day; provided that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the other party hereto in
writing, and to each Holder of Securities in the manner set forth in Section
106, on or prior to the existing Expiration Date. If an Expiration Date is not
designated with respect to any record date set pursuant to this Section, the
party hereto which set such record date shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph.  Notwithstanding the foregoing, no Expiration Date shall be
later than the 180th day after the applicable record date. 

         Without limiting the foregoing, a Holder entitled hereunder to take
any action hereunder with regard to any particular Security may do so with
regard to all or any part of the principal amount of such Security or by one or
more duly appointed agents each of which may do so pursuant to such appointment
with regard to all or any part of such principal amount.


SECTION 105.  Notices, Etc., to Trustee and Company.

         Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document 

                                         26


<PAGE>


provided or permitted by this Indenture to be made upon, given or furnished to,
or filed with,

         (1)  the Trustee by any Holder or by the Company shall be sufficient
    for every purpose hereunder if delivered in writing to the Trustee at its
    Corporate Trust Office, Attention: Corporate Trust Trustee Administration,
    or

         (2)  the Company by the Trustee or by any Holder shall be sufficient
    for every purpose hereunder (unless otherwise herein expressly provided) if
    in writing and mailed, first-class postage prepaid, to the Company
    addressed to it at the address of its principal office specified in the
    first paragraph of this instrument or at any other address previously
    furnished in writing to the Trustee by the Company.


SECTION 106.  Notice to Holders; Waiver.

         Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently  given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the Security Register, not later
than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice.  In any case where notice to Holders
is given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders.  Where this Indenture provides for notice
in any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice.  Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver.

         In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

                                         27


<PAGE>



SECTION 107.  The Application of Trust Indenture Act.

         The Trust Indenture Act shall apply as a matter of contract to this
Indenture for purposes of interpretation, construction and defining the rights
and obligations hereunder.  If any provision hereof limits, qualifies or
conflicts with a provision of the Trust Indenture Act that is required under
such Act to be a part of and govern this Indenture, the latter provision shall
control.  If any provision of this Indenture modifies or excludes any provision
of the Trust Indenture Act that may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so modified or to be
excluded, as the case may be.


SECTION 108.  Effect of Headings and Table of Contents.

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


SECTION 109.  Successors and Assigns.

         All covenants and agreements in this Indenture by the Company shall
bind its successors and assigns, whether so expressed or not.


SECTION 110.  Separability Clause.

         In case any provision in this Indenture or in the Securities 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 111.  Benefits of Indenture.

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

                                         28


<PAGE>


SECTION 112.  Governing Law.

         This Indenture and the Securities shall be governed by and construed
in accordance with the laws of the State of New York, without regard to
conflicts of laws principles thereof.


SECTION 113.  Legal Holidays.

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



                                     ARTICLE TWO

                                    Security Forms

SECTION 201.  Forms Generally.

         The Rule 144A Securities, the Exchange Securities and the Trustee's
certificates of authentication thereof shall be in substantially the forms set
forth in this Article, with such appropriate legends, insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution of the Securities.

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

                                         29


<PAGE>


SECTION 202.  Form of Face of Security.

         [If a Global Security, then insert -- THIS SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.  THIS SECURITY MAY
NOT BE EXCHANGEABLE IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO
TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF
ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]

         [If a Global Security to be held by The Depository Trust Company, then
insert -- Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to the 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.]

         [If Rule 144A Securities, then insert -- THE SECURITIES EVIDENCED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933
(THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT (A) BY A HOLDER WHO WAS AN INITIAL INVESTOR IN THE 12 3/4%
CUMULATIVE EXCHANGEABLE PREFERRED STOCK OF THE COMPANY, (1) TO A PERSON WHO THE
TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE
904 OF REGULATION S UNDER THE SECURITIES ACT, OR (3) PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE) AND (B) BY OTHER HOLDERS, AS SET FORTH IN (A) ABOVE, OR TO AN
INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE
501 OF REGULATION D UNDER THE SECURITIES ACT PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE) AND, IN EACH CASE (A) AND
(B), IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE
UNITED STATES AND OTHER JURISDICTIONS. SECURITIES OWNED BY AN INITIAL INVESTOR
THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER OR DID NOT ACQUIRE SUCH SECURITIES
IN AN OFFSHORE TRANSACTION COMPLYING WITH 

                                         30


<PAGE>


RULE 904 OF REGULATION S MAY NOT BE HELD IN BOOK-ENTRY FORM AND MAY NOT BE
TRANSFERRED WITHOUT CERTIFICATION THAT THE TRANSFER COMPLIES WITH THE FOREGOING
RESTRICTIONS.]

         [If Rule 144A Securities, then insert -- 12 3/4% Series A Exchange
Debentures due April 1, 2009]

         [If Exchange Securities, then insert -- 12 3/4% Exchange Debentures
due April 1, 2009]

No. __________                                                         $________
                                                              CUSIP No. ________
         Granite Broadcasting Corporation, a corporation duly organized and
existing under the laws of Delaware (herein called the "Company", which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to _________ _________, or registered
assigns, the principal sum of _____________________ Dollars on April 1, 2009,
and to pay interest thereon from January 31, 1997 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on April 1 and October 1 in each year, commencing April 1, 1997,
at the rate of 12 3/4% per annum, until the principal hereof is paid or made
available for payment [If Rule 144A Securities, then insert -- provided,
however, that if (i) the Company has not filed a registration statement (the
"Exchange Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act"), registering a security substantially identical to this
Security pursuant to an exchange offer (the "Exchange Offer") by April 16, 1997,
or (ii) the Exchange Registration Statement relating to the Exchange Offer (or,
in lieu thereof, a registration statement registering this Security for resale
(a "Resale Registration Statement")) has not become or been declared effective
by June 30, 1997 or (iii) the Exchange Offer has not been consummated within 30
business days after the date on which the Exchange Registration Statement has
become or been declared effective initially or (iv) either the Exchange
Registration Statement or, if applicable, the Resale Registration Statement is
filed and declared effective but shall thereafter cease to be effective (except
as specifically permitted therein) without being succeeded immediately by an
additional registration statement filed and declared effective, in each case (i)
through (iv) upon the terms and conditions set forth in the Exchange and
Registration Rights Agreement dated as of January 31, 1997, by and between the
Company and the Holders from time to time of the Securities (each such event
referred to in clauses (i) through (iv), a "Registration Default"), then the per
annum interest rate borne by the Securities shall increase 

                                         31


<PAGE>


(the "Step-Up") by 0.5% per annum until such time (the "Step-Down Date") as no
Registration Default is in effect (after which such interest rate will be
restored to its initial rate) and provided, further, that if either the Exchange
Offer has not been consummated or, if applicable, the Resale Registration
Statement has not become or been declared effective, in each case by October 28,
1997, then the per annum rate of the Securities shall increase (the "Second
Step-Up") by an additional 0.5% per annum until such time (the "Second Step-Down
Date") as the Company consummates the Exchange Offer or, if applicable, the
Resale Registration Statement becomes or has been declared effective (after
which such interest rate will be restored to its initial rate).  Interest
accruing as a result of the Step-Up or the Second Step-Up is referred to herein
as "Additional Interest."  Accrued Additional Interest shall be paid
semi-annually on the Interest Payment Dates; and the amount of accrued
Additional Interest shall be determined on the basis of the number of days
actually elapsed.  Any accrued and unpaid interest (including Additional
Interest) on this Security upon the issuance of an Exchange Security in exchange
for this Security shall cease to be payable to the Holder hereof but such
accrued and unpaid interest (including Additional Interest) shall be payable on
the next Interest Payment Date for such Exchange Security to the Holder thereof
on the related Regular Record Date].
         On any Interest Payment Date for this Security on or prior to April 1,
2002, the Company may, in lieu of payment of interest in cash, pay such interest
(i) in additional Securities having a principal amount equal to the cash
interest otherwise payable or (ii) a combination of cash and additional
Securities.  The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the March 15 or September 15 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date.  Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities may be
listed, and upon such notice as may be 

                                         32


<PAGE>


required by such exchange, all as more fully provided in said Indenture.

         Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, The City of New York, New York, in
additional Securities or such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts; provided, however, that at the option of the Company payment of cash
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.

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

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

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


                                               GRANITE BROADCASTING CORPORATION




By______________________________

Attest:


______________________________


SECTION 203.  Form of Reverse of Security.

         This Security is one of a duly authorized issue of Securities of the
Company designated as its [If Rule 144A Securities, then insert -- 12 3/4%
Series A Exchange Debentures due April 1, 2009 (the "Rule 144A Securities")
issued under an Indenture, dated as of January 31, 1997 (herein called the
"Indenture"), between the Company and The Bank of New York, as Trustee (herein
called the "Trustee", 

                                         33


<PAGE>


which term includes any successor trustee under the Indenture), together with
the 12 3/4% Exchange Debentures due April 1, 2009 of the Company (the "Exchange
Securities" and, collectively with the Rule 144A Securities, the "Securities")]
[If Exchange Securities, then insert -- 12 3/4% Exchange Debentures due April 1,
2009 (the "Exchange Securities") issued under an Indenture, dated as of January
31, 1997 (herein called the "Indenture"), between the Company and The Bank of
New York, as Trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture), together with the 12 3/4% Series A
Exchange Debentures due April 1, 2009 of the Company (the "Rule 144A Securities"
and, collectively with the Exchange Securities, the "Securities"].  The
Securities are limited in aggregate principal amount to $350,000,000.  Reference
is hereby made to the Indenture for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee, the holders of the Senior Debt (as defined in the Indenture) and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered.

         The Securities are subject to redemption upon not less than 30 nor
more than 60 days' notice by mail in the event that on or before April 1, 2000
the Company receives net proceeds from any Major Asset Disposition or sale of
its Capital Stock (other than Disqualified Stock) in one or more offerings, in
which case the Company may, at its option and from time to time, use all or a
portion of any such net proceeds to redeem Securities in a principal amount of
up to an aggregate of $75,000,000; provided, however, that Securities in an
amount equal to at least $75,000,000 remain outstanding after each such
redemption.  Any such redemption must occur on a Redemption Date within 90 days
of any such sale at a Redemption Price of 112.75% of the principal amount of the
Securities plus accrued interest to but excluding the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.

         In addition, the Securities are subject to redemption upon not less
than 30 nor more than 60 days' notice by mail, at any time on or after April 1,
2002, as a whole or in part, at the election of the Company, at the following
Redemption Prices (expressed as percentages of the principal amount), if
redeemed during the 12-month period beginning April 1 of each of the years
indicated below:

                                         34


<PAGE>





                              Redemption
Year                             Price
----                          ----------

2002.......................... 106.375%

2003.......................... 104.250%

2004.......................... 102.125%

2005.......................... 100.000%

and thereafter at a Redemption Price equal to 100% of the principal amount,
together in the case of any such redemption with accrued interest to but
excluding the Redemption Date, but interest installments whose Stated Maturity
is on or prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.

         The Securities do not have the benefit of any sinking fund
obligations.

         The Indenture provides that, subject to certain conditions, if (i) a
Change of Control (as defined in the Indenture) occurs or (ii) certain Net
Available Proceeds are available to the Company as a result of any Asset
Disposition, the Company shall be required to make an Offer to Purchase for all
or a specified portion of the Securities.

         In the event of redemption or purchase pursuant to an Offer to
Purchase of this Security in part only, a new Security or Securities of like
tenor for the unredeemed or unpurchased portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.

         The indebtedness evidenced by this Security is, to the extent provided
in the Indenture, subordinate and subject in right of payment to the prior
payment in full of all Senior Debt, and this Security is issued subject to the
provisions of the Indenture with respect thereto.  Each Holder of this Security,
by accepting the same, (a) agrees to and shall be bound by such provisions,
(b) authorizes and directs the Trustee on his behalf to take such action as may
be necessary or appropriate to effectuate the subordination so provided and
(c) appoints the Trustee his attorney-in-fact for any and all such purposes. 
The Exchange Securities and the Rule 144A Securities shall rank pari passu.

                                         35


<PAGE>


         If an Event of Default shall occur and be continuing, the principal of
all the Securities may be declared due and payable in the manner and with the
effect provided in the Indenture.

         The Indenture contains provisions for defeasance at any time of
(i) the entire indebtedness of this Security, (ii) certain restrictive covenants
and Events of Default with respect to this Security, in each case upon
compliance with certain conditions set forth therein or (iii) the subordination
provisions contained in the Indenture.

         Unless the context otherwise requires, the Rule 144A Securities and
the Exchange Securities shall constitute one series for all purposes under the
Indenture, including without limitation, amendments, waivers, redemptions and
Offers to Purchase.

         The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of a
majority in aggregate principal amount of the Securities at the time
Outstanding.  The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Securities at the
time Outstanding, on behalf of the Holders of all the Securities, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences.  Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, place and rate, and in the form, coin or
currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, New York, duly endorsed by, 

                                         36


<PAGE>


or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities,
of authorized denominations and like tenor and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.

         The Exchange Securities are issuable only in registered form without
coupons in denominations of $1.00 and any integral multiple thereof, and the
Rule 144A Securities are issuable only in registered form without coupons in
denominations of $100,000 and any integral multiple of $1.00 in excess thereof. 
As provided in the Indenture and subject to certain limitations therein set
forth, Securities are exchangeable for a like tenor and aggregate principal
amount of Securities of a different authorized denomination, as requested by the
Holder surrendering the same.

         No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

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

         All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

         This Security shall be governed by and construed in accordance with
the laws of the State of New York, without regard to conflicts of laws
principles thereof.

         Interest on this Security shall be computed on the basis of a 360-day
year of twelve 30-day months; provided, however, that Additional Interest shall
be computed on the basis of a 365- or 366-day year, as the case may be, and the
number of days actually elapsed.

                                         37


<PAGE>


                          OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Security purchased by the Company
pursuant to Sections 1013 or 1017 of the Indenture, check the box:

                                      / /

         If you want to elect to have only a part of this Security purchased by
the Company pursuant to Sections 1013 or 1017 of the Indenture, state the
amount:  $___________

Dated:________________   Your Signature:____________________
                                        (Sign exactly as name appears
                                        on the other side of this Security)


Signature Guarantee:________________________________________

                              Signature must be guaranteed by an "eligible 
                              guarantor institution" meeting the  requirements 
                              of the Security Registrar, which requirements 
                              include membership or participation in the 
                              Security Transfer Agent Medallion Program 
                              ("STAMP") or such other "signature guarantee 
                              program" as may be determined by the Security 
                              Registrar in addition to, or in substitution 
                              for, STAMP, all in accordance with the Securities 
                              Exchange Act of 1934, as amended.

SECTION 204.  Form of Trustee's Certificate of
                             Authentication.

Dated:____________________

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


                                                         THE BANK OF NEW YORK,  
                                                                     as Trustee 


                                                         By ____________________
                                                            Authorized Signatory


                                         38


<PAGE>


                                    ARTICLE THREE

                                    The Securities

SECTION 301.  Title and Terms.

         The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is limited to $350,000,000,
except for Securities authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Securities pursuant to Section 304,
305, 306, 906 or 1108 or in connection with an Offer to Purchase pursuant to
Section 1013 or 1017.  The Company may issue Securities or Exchange Securities
from time to time pursuant to an Exchange Offer or otherwise, in each case
pursuant to a Board Resolution, subject to Section 303, included in an Officers'
Certificate delivered to the Trustee, in authorized denominations in exchange
for a like principal amount of Rule 144A Securities.  Upon any such exchange the
Rule 144A Securities shall be cancelled in accordance with Section 309 and shall
no longer be deemed Outstanding for any purpose.  In no event shall the aggre
gate principal amount of Rule 144A Securities and Exchange Securities
Outstanding exceed $350,000,000.

         he Rule 144A Securities shall be known and designated as the "12 3/4%
Series A Exchange Debentures due April 1, 2009" of the Company and the Exchange
Securities shall be known and designated as the "12 3/4% Exchange Debentures due
April 1, 2009" of the Company.  The Stated Maturity of the Securities shall be
April 1, 2009.  The Securities shall bear interest at the rate of 12 3/4% per
annum (subject, in the case of the Rule 144A Securities, to increase at the rate
of 0.50% or 1.00% per annum, as provided in such Security), from January 31,
1997 or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, as the case may be, payable semi-annually on April 1
and October 1 until the principal thereof is paid or made available for payment.
On any Interest Payment Date for any Security on or prior to April 1, 2002, the
Company may, in lieu of payment of interest in cash, pay such interest (i) in
additional Securities having a principal amount equal to the cash interest
otherwise payable or (ii) a combination of cash and additional Securities.

         The principal of (and premium, if any) and interest on the Securities
shall be payable at the corporate trust office of the Trustee in the Borough of
Manhattan, The City of New York, New York, maintained for such purpose and at
any other office or agency maintained by the Company for 

                                         39


<PAGE>


such purpose; provided, however, that at the option of the Company payment of
cash interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.

         The Securities shall be subject to repurchase by the Company pursuant
to an Offer to Purchase as provided in Sections 1013 and 1017 of the Indenture.

         The Securities shall be redeemable as provided in Article Eleven.

         The Securities shall not have the benefit of any sinking fund
obligations.

         The Securities shall be subordinated in right of payment of Senior
Debt as provided in Article Twelve and the Rule 144A Securities and the Exchange
Securities shall rank pari passu.

         The Securities shall be subject to defeasance at the option of the
Company as provided in Article Thirteen.

         Unless the context otherwise requires, the Rule 144A Securities and
the Exchange Securities shall constitute one series for all purposes under the
Indenture, including without limitation, amendments, waivers, redemptions and
Offers to Purchase.


SECTION 302.  Denominations.

         The Rule 144A Securities shall be issuable only in registered form
without coupons and only in denominations of $100,000 and any integral multiple
of $1.00 in excess thereof and the Exchange Securities shall be issuable only in
registered form without coupons and only in denominations of $1.00 and any
integral multiple thereof.


SECTION 303.  Execution, Authentication, Delivery
                             and Dating.                        

         The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Vice Chairman of the Board, its President or one of
its Vice Presidents, under its corporate seal reproduced thereon attested by its
Secretary or one of its Assistant Secretaries.  The signature of any of these
officers on the Securities may be manual or facsimile.

                                         40


<PAGE>


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

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities executed by the Company to
the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities; and the Trustee in accordance
with such Company Order shall authenticate and deliver such Securities as in
this Indenture provided and not otherwise.

         At any time and from time to time after the execution and delivery of
this Indenture and after the effectiveness of an Exchange Registration Statement
or a Resale Registration Statement under the Securities Act with respect
thereto, the Company may deliver Exchange Securities executed by the Company to
the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Exchange Securities and a like principal
amount of Rule 144A Securities for cancellation in accordance with Section 309
of this Indenture, and the Trustee in accordance with the Company Order shall
authenticate and deliver such Securities.  In authenticating such Exchange
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and
(subject to Section 601) shall be fully protected in relying upon, an Opinion of
Counsel stating, 

         (a)  if the form of such Exchange Securities has been established by 
    or pursuant to Board Resolution as permitted by Section 301, that such form 
    has been established in conformity with the provisions of this Indenture;

         (b)  if the terms of such Exchange Securities have been established by
     or pursuant to Board Resolution as permitted by Section 301, that such 
     terms have been established in conformity with the provisions of this 
     Indenture; 

         (c)  that such Exchange Securities have been duly and validly issued
     in accordance with the terms of the Indenture, and are entitled to all the
     rights and benefits set forth herein; 


                                         41


<PAGE>


           (d)  that all conditions precedent to the authentication and delivery
     of such Exchange Securities have been complied with and that such Exchange
     Securities, when authenticated and delivered by the Trustee and issued by
     the Company in the manner and subject to any conditions specified in such
     Opinion of Counsel, will constitute valid and legally binding obligations
     of the Company, enforceable in accordance with their terms, subject to
     bankruptcy, insolvency, reorganization and other laws of general
     applicability relating to or affecting the enforcement of creditors' rights
     and to general equity principles; and

           (e)  that the issuance of the Exchange Securities in exchange for the
     Rule 144A Securities has been effected in compliance with the Securities
     Act of 1933, as amended.

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Exchange Securities if the issue of such Exchange
Securities pursuant to this Indenture will affect the Trustee's own rights,
duties or immunities under the Exchange Securities and this Indenture or
otherwise in a manner which is not reasonably acceptable to the Trustee.

         Each Security shall be dated the date of its authentication.

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


SECTION 304.  Temporary Securities.

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


                                         42


<PAGE>

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


SECTION 305.  Registration, Registration of Transfer and
              Exchange.

         The Company shall cause to be kept at the Corporate Trust Office of
the Trustee a register (the  register maintained in such office and in any other
office or agency designated pursuant to Section 1002 being herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers of Securities. The Trustee is hereby
appointed "Security Registrar" for the purpose of registering Securities and
transfers of Securities as herein provided.  Such Security Register shall
distinguish between Rule 144A Securities and Exchange Securities.

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

         At the option of the Holder, Securities may be exchanged for other
Securities of any authorized denominations and of a like tenor and aggregate
principal amount, upon surrender of the Securities to be exchanged at such
office or agency.  Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.

         All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid 

                                         43


<PAGE>


obligations of the Company, evidencing the same debt, and (subject to the
provisions in the Rule 144A Securities regarding the payment of Additional
Interest) entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

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

         No service charge shall be made to the Holder for any registration of
transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 304, 906 or 1108 or in accordance with any
Offer to Purchase pursuant to Section 1013 and 1017 not involving any transfer.

         The Company shall not be required (i) to issue, register the transfer
of or exchange any Security during a period beginning at the opening of business
15 days before the day of the mailing of a notice of redemption of Securities
selected for redemption under Section 1104 and ending at the close of business
on the day of such mailing, or (ii) to register the transfer of or exchange any
Security so selected for redemption in whole or in part, except the unredeemed
portion of any Security being redeemed in part.

         All Rule 144A Securities initially issued hereunder shall, upon
issuance, bear the legend specified in Section 202 to be applied to such a
Security and such required legend shall not be removed unless the Company shall
have delivered to the Trustee (and the Securities Registrar, if other than the
Trustee) a Company Order which states that the Security may be issued without
such legend thereon.  If such legend required for a Rule 144A Security has been
removed from a Security as provided above, no other Security issued in exchange
for all or any part of such Security shall bear such legend, unless the Company
has reasonable cause to believe that such other Security is a "restricted
security" within the meaning of Rule 144 and instructs the Trustee to cause a
legend to appear thereon.

         The provisions of Clauses (1), (2), (3) and (4) below shall apply only
to Global Securities:

                                         44


<PAGE>


         (1)   Each Global Security authenticated under this Indenture shall 
    be registered in the name of the Depositary or a nominee thereof and 
    delivered to the Depositary or a nominee thereof or custodian therefor, and 
    each such Global Security shall constitute a single Security for all 
    purposes of this Indenture.

         (2)  Notwithstanding any other provision in this Indenture, no 
    Global Security may be exchanged in whole or in part for Securities 
    registered, and no transfer of a Global Security in whole or in part may be 
    registered, in the name of any Person other than the Depositary or a nominee
    thereof unless (A) Depositary (i) has notified the Company that it is 
    unwilling or unable to continue as Depositary for such Global Security or 
    (ii) has ceased to be a clearing agency registered under the Exchange Act, 
    (B) there shall have occurred and be continuing an Event of Default with 
    respect to the Securities evidenced by such Global Security or (C) the 
    Company executes and delivers to the Trustee a Company Order that such 
    Global Security shall be so exchangeable and the transfer thereof so 
    registrable.

          (3)  Subject to Clause (2) above, any exchange of a Global Security 
    for other Securities may be made in whole or in part, and all Securities 
    issued in exchange for a Global Security or any portion thereof shall be 
    registered in such names as the Depositary shall direct.

          (4)  Every Security authenticated and delivered upon registration
    of transfer of, or in exchange for or in lieu of, a Global Security or any
    portion thereof, whether pursuant to this Section, Section 304, 306, 906,
    1013, 1017 or 1108 or otherwise, shall be authenticated and delivered in
    the form of, and shall be, a Global Security, unless such Security is
    registered in the name of a Person other than the Depositary or a nominee
    thereof.


SECTION 306.  Mutilated, Destroyed, Lost and
              Stolen Securities.

         If any mutilated Security is surrendered to the Trustee, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of like tenor and principal amount and bearing a number
not contemporaneously outstanding.


                                         45


<PAGE>


         If there shall be delivered to the Company and the Trustee
(i) evidence to their satisfaction of the destruction, loss or theft of any
Security and (ii) such security or indemnity as may be required by them to save
each of them and any agent of either of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security has been acquired by a
bona fide purchaser, the Company shall execute and the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

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

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

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

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


SECTION 307.  Payment of Interest; Interest
              Rights Preserved.

         Interest on any Security which is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the Person in
whose name that Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest.  On any
Interest Payment Date for any Security on or prior to April 1, 2002, the Company
may, in lieu of payment of interest in cash, pay such interest (i) in additional
Securities having a principal amount equal to 

                                         46


<PAGE>


the cash interest otherwise payable or (ii) a combination of cash and additional
Securities.

         Any interest on any Security which is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date (herein called
"Defaulted Interest") shall forthwith cease to be payable to the Holder on the
relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in Clause (1) or (2) below:

          (1)  The Company may elect to make payment of any Defaulted Interest 
      to the Persons in whose names the Securities (or their respective 
      Predecessor Securities) are registered at the close of business on a 
      Special Record Date for the payment of such Defaulted Interest, which 
      shall be fixed in the following manner.  The Company shall notify the 
      Trustee in writing of the amount of Defaulted Interest proposed to be 
      paid on each Security and the date of the proposed payment, and at the 
      same time the Company shall deposit with the Trustee an amount of money 
      equal to the aggregate amount proposed to be paid in respect of such 
      Defaulted Interest or shall make arrangements satisfactory to the Trustee 
      for such deposit prior to the date of the proposed payment, such money 
      when deposited to be held in trust for the benefit of the Persons entitled
      to such Defaulted Interest as in this Clause provided.  Thereupon the 
      Trustee shall fix a Special Record Date for the payment of such Defaulted 
      Interest which shall be not more than 15 days and not less than 10 days 
      prior to the date of the proposed payment and not less than 10 days after 
      the receipt by the Trustee of the notice of the proposed payment.  The 
      Trustee shall promptly notify the Company of such Special Record Date 
      and, in the name and at the expense of the Company, shall cause notice 
      of the proposed payment of such Defaulted Interest and the Special Record 
      Date therefor to be mailed, first-class postage prepaid, to each Holder 
      at his address as it appears in the Security Register, not less than 10 
      days prior to such Special Record Date.  Notice of the proposed payment
      of such Defaulted Interest and the Special Record Date therefor

                                         47
<PAGE>


     having been so mailed, such Defaulted Interest shall be paid to the 
     Persons in whose names the Securities (or their respective Predecessor 
     Securities) are registered at the close of business on such Special 
     Record Date and shall no longer be payable pursuant to the following 
     Clause (2).

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

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


SECTION 308.  Persons Deemed Owners.

          Prior to due presentment of a Security for registration of transfer, 
the Company, the Trustee and any agent of the Company or the Trustee may 
treat the Person in whose name such Security is registered as the owner of 
such Security for the purpose of receiving payment of principal of (and 
premium, if any) and (subject to Section 307) interest on such Security and 
for all other purposes whatsoever, whether or not such Security be overdue, 
and neither the Company, the Trustee nor any agent of the Company or the 
Trustee shall be affected by notice to the contrary.


SECTION 309.  Cancellation.

          All Securities surrendered for payment, redemption, registration of 
transfer, exchange or pursuant to any Offer to Purchase pursuant to Section 
1013 or 1017 shall, if surrendered to any Person other than the Trustee, be 
delivered to the Trustee and shall be promptly cancelled by it.  The Company 
may at any time deliver to the Trustee for cancellation any Securities 
previously authenticated and delivered hereunder which the Company may have 
acquired in


                                     -48-


<PAGE>


any manner whatsoever, and all Securities so delivered shall be promptly 
cancelled by the Trustee.  No Securities shall be authenticated in lieu of or 
in exchange for any Securities cancelled as provided in this Section, except 
as expressly permitted by this Indenture.  All cancelled Securities held by 
the Trustee shall be disposed of as directed by a Company Order; provided, 
however, that the Trustee may, but shall not be required to, destroy such 
cancelled Securities.


SECTION 310.  Computation of Interest.

          Interest on the Securities shall be computed on the basis of a 
360-day year of twelve 30-day months; provided, however, that Additional 
Interest on Rule 144A Securities shall be computed on the basis of a 365- or 
366-day year, as the case may be, and the number of days actually elapsed.


SECTION 311.  CUSIP Numbers.

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



                                 ARTICLE FOUR

                          Satisfaction and Discharge

SECTION 401.  Satisfaction and Discharge of Indenture.

          This Indenture shall cease to be of further effect (except as to any 
surviving rights of registration of transfer or exchange of Securities herein 
expressly provided for), and the Trustee, on demand of and at the expense of 
the Company, shall execute proper instruments acknowledging satisfaction and 
discharge of this Indenture, when


                                     -49-


<PAGE>


          (1)  either

               (A)  all Securities theretofore authenticated and delivered 
          (other than (i) Securities which have been destroyed, lost or stolen 
          and which have been replaced or paid as provided in Section 306 and 
          (ii) Securities for whose payment money has theretofore been 
          deposited in trust or segregated and held in trust by the Company 
          and thereafter repaid to the Company or discharged from such trust, 
          as provided in Section 1003) have been delivered to the Trustee for 
          cancellation; or 

               (B)  all such Securities not theretofore delivered to the 
          Trustee for cancellation

                      (i)  have become due and payable, or

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

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

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

          (2)  the Company has paid or caused to be paid all other sums 
     payable hereunder by the Company; and

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

Notwithstanding the satisfaction and discharge of this Indenture, the 
obligations of the Company to the Trustee under Section 607 and, if money 
shall have been deposited

                                     -50-


<PAGE>


with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the 
obligations of the Trustee under Section 402 and the last paragraph of 
Section 1003 shall survive.


SECTION 402.  Application of Trust Money.

          Subject to the provisions of the last paragraph of Section 1003, all 
money deposited with the Trustee pursuant to Section 401 shall be held in 
trust and applied by it, in accordance with the provisions of the Securities 
and this Indenture, to the payment, either directly or through any Paying 
Agent (including the Company acting as its own Paying Agent) as the Trustee 
may determine, to the Persons entitled thereto, of the principal (and 
premium, if any) and interest for whose payment such money has been deposited 
with the Trustee.



                                 ARTICLE FIVE

                                   Remedies

SECTION 501.  Events of Default.

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

          (1)  default in the payment of any interest upon any Security when 
     it becomes due and payable, and continuance of such default for a period 
     of 30 days; or

          (2)  default in the payment of the principal of (or premium, if any, 
     on) any Security at its Maturity; or

          (3)  default in the payment of principal and interest pursuant to an 
     Offer to Purchase pursuant to Sections 1013 or 1017; or

          (4)  default in the performance, or breach, of Section 801; or


                                     -51-


<PAGE>


          (5)  default in the performance, or breach, of clause (i) or (ii) of 
     Section 1017(d); or 

          (6)  default in the performance, or breach, of any covenant or  
     warranty of the Company in this Indenture (other than a covenant or 
     warranty a default in whose performance or whose breach is elsewhere in 
     this Section specifically dealt with), and continuance of such default or 
     breach for a period of 60 days after there has been given, by registered 
     or certified mail, to the Company by the Trustee or to the Company and 
     the Trustee by the Holders of at least 10% in principal amount of the 
     Outstanding Securities a written notice specifying such default or breach 
     and requiring it to be remedied and stating that such notice is a "Notice 
     of Default" hereunder; or

          (7)  a default or defaults under any bond(s), debenture(s), note(s) 
     or other evidence(s) of indebtedness by the Company or any Subsidiary of 
     the Company or under any mortgage(s), indenture(s) or instrument(s) under 
     which there may be issued or by which there may be secured or evidenced 
     any indebtedness of such type by the Company or any such Subsidiary with 
     a principal amount then outstanding, individually or in the aggregate, in 
     excess of $4 million, whether such indebtedness now exists or shall 
     hereafter be created, which default or defaults shall constitute a 
     failure to pay in excess of $4 million of the principal of such 
     indebtedness when due at the final maturity thereof (which, for purposes 
     of the Senior Loan Agreement or any successor credit facility shall not 
     include any interim amortization payment on any term indebtedness prior 
     to the final maturity of such term indebtedness), or shall have resulted 
     in excess of $4 million of indebtedness becoming or being declared due 
     and payable prior to the date on which it would otherwise have become due 
     and payable; or 

          (8)  a final judgment or final judgments for the payment of money 
     are entered against the Company or any Subsidiary in an aggregate amount 
     in excess of $1 million by a court or courts of competent jurisdiction, 
     which judgments remain undischarged or unbonded for a period (during 
     which execution shall not be effectively stayed) of 60 days after the 
     right to appeal all such judgments has expired; or 

          (9)  the entry by a court having jurisdiction in the premises of (A) 
     a decree or order for relief in respect of the Company or any of its 
     Subsidiaries in an 

                                     -52-


<PAGE>


     involuntary case or proceeding under any applicable Federal or State 
     bankruptcy, insolvency, reorganization or other similar law or (B) a 
     decree or order adjudging the Company or any of its Subsidiaries a 
     bankrupt or insolvent, or approving as properly filed a petition seeking 
     reorganization, arrangement, adjustment or composition of or in respect 
     of the Company or any of its Subsidiaries under any applicable Federal or 
     State law, or appointing a custodian, receiver, liquidator, assignee, 
     trustee, sequestrator or other similar official of the Company or any of 
     its Subsidiaries or of any substantial part of its property, or ordering 
     the winding up or liquidation of its affairs, and the continuance of any 
     such decree or order for relief or any such other decree or order 
     unstayed and in effect for a period of 60 consecutive days; or 

         (10)  the commencement by the Company or any of its Subsidiaries of 
     a voluntary case or proceeding under any applicable Federal or State 
     bankruptcy, insolvency, reorganization or other similar law or of any 
     other case or proceeding to be adjudicated a bankrupt or insolvent, or 
     the consent by it to the entry of a decree or order for relief in respect 
     of the Company or any of its Subsidiaries in an involuntary case or 
     proceeding under any applicable Federal or State bankruptcy, insolvency, 
     reorganization or other similar law or to the commencement of any 
     bankruptcy or insolvency case or proceeding against it, or the filing by 
     it of a petition or answer or consent seeking reorganization or relief 
     under any applicable Federal or State law, or the consent by it to the 
     filing of such petition or to the appointment of or taking possession by 
     a custodian, receiver, liquidator, assignee, trustee, sequestrator or 
     other similar official of the Company or any of its Subsidiaries or of 
     any substantial part of its property, or the making by it of an 
     assignment for the benefit of creditors, or the admission by it in 
     writing of its inability to pay its debts generally as they become due, 
     or the taking of corporate action by the Company or any of its 
     Subsidiaries in furtherance of any such action. 


SECTION 502.  Acceleration of Maturity; Rescission
              and Annulment.                      

          If an Event of Default (other than an Event of Default specified in 
Section 501(9) or (10)) occurs and is continuing, then and in every such case 
the Trustee or the Holders of not less than 25% in principal amount of the 

                                     -53-


<PAGE>


Outstanding Securities may declare the principal of all the Securities to be due
and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders), and upon any such declaration such principal and
any accrued interest shall become immediately due and payable.  If an Event of
Default specified in Section 501(9) or (10) occurs, the principal of and any
accrued interest on the Securities then Outstanding shall ipso facto become
immediately due and payable without any declaration or other Act on the part of
the Trustee or any Holder.

          At any time after such a declaration of acceleration has been made and
before a judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter in this Article provided, the Holders of a majority
in principal amount of the Outstanding Securities, by written notice to the
Company and the Trustee, may rescind and annul such declaration and its
consequences if

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

               (A)  all overdue interest on all Securities,

               (B)  the principal of (and premium, if any, on) any Securities 
          which have become due otherwise than by such declaration of 
          acceleration (including any Securities required to have been 
          purchased on the Purchase Date pursuant to an Offer to Purchase made 
          by the Company) and interest thereon at the rate borne by the 
          Securities, 

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

               (D)  all sums paid or advanced by the Trustee hereunder and the 
          reasonable compensation, expenses, disbursements and advances of the 
          Trustee, its agents and counsel;

    and

          (2)  all Events of Default, other than the non-payment of the 
     principal of Securities which have become due solely by such declaration 
     of acceleration, have been cured or waived as provided in Section 513. 

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

                                         -54-


<PAGE>



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

          The Company covenants that if

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

          (2)  default is made in the payment of the principal of (or premium, 
     if any, on) any Security at the Maturity thereof or, with respect to any 
     Security required to have been purchased pursuant to an Offer to Purchase 
     made by the Company, at the Purchase Date thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of 
the Holders of such Securities, the whole amount then due and payable on such 
Securities for principal (and premium, if any) and interest, and, to the 
extent that payment of such interest shall be legally enforceable, interest 
on any overdue principal (and premium, if any) and on any overdue interest, 
at the rate provided by the Securities, and, in addition thereto, such 
further amount as shall be sufficient to cover the costs and expenses of 
collection, including the reasonable compensation, expenses, disbursements 
and advances of the Trustee, its agents and counsel.

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

          If an Event of Default occurs and is continuing, the 
Trustee may in its discretion proceed to protect and enforce its rights and 
the rights of the Holders by such appropriate judicial proceedings as the 
Trustee shall deem most effectual to protect and enforce any such rights, 
whether for the specific enforcement of any covenant or agreement in this 
Indenture or in aid of the exercise of any power granted herein, or to 
enforce any other proper remedy.

                                     -55-


<PAGE>




SECTION 504.  Trustee May File Proofs of Claim.

          In case of any judicial proceeding relative to the Company (or any 
other obligor upon the Securities), its property or its creditors, the 
Trustee shall be entitled and empowered, by intervention in such proceeding 
or otherwise, to take any and all actions authorized under the Trust 
Indenture Act in order to have claims of the Holders and the Trustee allowed 
in any such proceeding.  In particular, the Trustee shall be authorized to 
collect and receive any moneys, securities or other property payable or 
deliverable upon the exchange of the Securities or upon any such claims and 
to distribute the same; and any custodian, receiver, assignee, trustee, 
liquidator, sequestrator or other similar official in any such judicial 
proceeding is hereby authorized by each Holder to make such payments to the 
Trustee and, in the event that the Trustee shall consent to the making of 
such payments directly to the Holders, to pay to the Trustee any amount due 
it for the reasonable compensation, expenses, disbursements and advances of 
the Trustee, its agents and counsel, and any other amounts due the Trustee 
under Section 607.

          No provision of this Indenture shall be deemed to authorize the 
Trustee to authorize or consent to or accept or adopt on behalf of any Holder 
any plan of reorganization, arrangement, adjustment or composition affecting 
the Securities or the rights of any Holder thereof or to authorize the 
Trustee to vote in respect of the claim of any Holder in any such proceeding. 


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

          All rights of action and claims under this Indenture or the 
Securities may be prosecuted and enforced by the Trustee without the 
possession of any of the Securities or the production thereof in any 
proceeding relating thereto, and any such proceeding instituted by the 
Trustee shall be brought in its own name as trustee of an express trust, and 
any recovery of judgment shall, after provision for the payment of the 
reasonable compensation, expenses, disburse ments and advances of the 
Trustee, its agents and counsel, be for the ratable benefit of the Holders of 
the Securities in respect of which such judgment has been recovered.

                                     -56-


<PAGE>



SECTION 506.  Application of Money Collected.

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

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

        SECOND:  To the extent provided in Article Twelve, to the holders of 
     Senior Debt in accordance with Article Twelve; and 

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


SECTION 507.  Limitation on Suits.

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

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

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

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

                                     -57-


<PAGE>



          (4)  the Trustee for 60 days after its receipt of such notice, request
     and offer and, if requested, provision of indemnity has failed to institute
     any such proceeding; and

          (5)  no direction inconsistent with such written request has been 
     given to the Trustee during such 60-day period by the Holders of a 
     majority in principal amount of the Outstanding Securities;

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


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

          Notwithstanding any other provision in this Indenture, the Holder 
of any Security shall have the right, which is absolute and unconditional, to 
receive payment of the principal of (and premium, if any) and (subject to Sec 
tion 307) interest on such Security on the respective Stated Maturities 
expressed in such Security (or, in the case of redemption, on the Redemption 
Date or, in the case of an Offer to Purchase made by the Company and required 
to be accepted as to such Security, on the Purchase Date) and to institute 
suit for the enforcement of any such payment, and such rights shall not be 
impaired without the consent of such Holder.


SECTION 509.  Restoration of Rights and Remedies.

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

                                     -58-


<PAGE>



SECTION 510.  Rights and Remedies Cumulative.

          Except as otherwise provided with respect to the replacement or 
payment of mutilated, destroyed, lost or stolen Securities in the last 
paragraph of Section 306, no right or remedy herein conferred upon or 
reserved to the Trustee or to the Holders is intended to be exclusive of any 
other right or remedy, and every right and remedy shall, to the extent 
permitted by law, be cumulative and in addition to every other right and 
remedy given hereunder or now or hereafter existing at law or in equity or 
otherwise.  The assertion or employment of any right or remedy hereunder, or 
otherwise, shall not prevent the concurrent assertion or employment of any 
other appropriate right or remedy.


SECTION 511.  Delay or Omission Not Waiver.

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


SECTION 512.  Control by Holders.

          The Holders of a majority in principal amount of the Outstanding 
Securities shall have the right to direct the time, method and place of 
conducting any proceeding for any remedy available to the Trustee or 
exercising any trust or power conferred on the Trustee; provided that

          (1)  such direction shall not be in conflict with any rule of law 
    or with this Indenture or expose the Trustee to personal liability (as 
    determined in the sole discretion of the Trustee), and

          (2)  the Trustee may take any other action deemed proper by the 
    Trustee which is not inconsistent with such direction.

                                     -59-


<PAGE>




SECTION 513.  Waiver of Past Defaults.

          The Holders of not less than a majority in principal amount of the 
Outstanding Securities may on behalf of the Holders of all the Securities by 
written notice to the Trustee waive any past default hereunder and its conse 
quences, except a default

          (1)  in the payment of the principal of (or premium, if any) or 
    interest on any Security (including any Security which is required to 
    have been purchased pursuant to an Offer to Purchase which has been made 
    by the Company), or

          (2)  in respect of a covenant or provision hereof which under 
    Article Nine cannot be modified or amended without the consent of the 
    Holder of each Outstanding Security affected.

          Upon any such waiver, such default shall cease to exist, and any 
Event of Default arising therefrom shall be deemed to have been cured, for 
every purpose of this Indenture; but no such waiver shall extend to any 
subsequent or other default or impair any right consequent thereon.


SECTION 514.  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, suffered 
or omitted by it as Trustee, a court may require any party litigant in such 
suit to file an undertaking to pay the costs of such suit, and may assess 
costs, including reasonable counsel fees and expenses, against any such party 
litigant, in the manner and to the extent provided in the Trust Indenture 
Act; provided that neither this Section nor the Trust Indenture Act shall be 
deemed to authorize any court to require such an undertaking or to make such 
an assessment in any suit instituted by the Trustee or the Company.


SECTION 515.  Waiver of Stay or Extension Laws.

          The Company covenants (to the extent that it may lawfully do so) 
that it will not at any time insist upon, or plead, or in any manner 
whatsoever claim or take the benefit or advantage of, any stay or extension 
law wherever enacted, now or at any time hereafter in force, which may affect 
the covenants or the performance of this Indenture; and the Company (to the 
extent that it may lawfully do so) hereby 

                                     -60-


<PAGE>


expressly waives all benefit or advantage of any such law and covenants that 
it will not hinder, delay or impede the execution of any power herein granted 
to the Trustee, but will suffer and permit the execution of every such power 
as though no such law had been enacted.



                                 ARTICLE SIX

                                 The Trustee

SECTION 601.  Certain Duties and Responsibilities.

          The duties and responsibilities of the Trustee shall be as provided 
by this Indenture and the Trust Indenture Act.  Notwithstanding the 
foregoing, no provision of this Indenture shall require the Trustee to expend 
or risk its own funds or otherwise incur any financial liability in the 
performance of any of its duties hereunder, or in the exercise of any of its 
rights or powers, if it shall have reasonable grounds for believing that 
repayment of such funds or adequate indemnity against such risk or liability 
is not reasonably assured to it.  Whether or not therein expressly so 
provided, every provision of this Indenture relating to the conduct or 
affecting the liability of or affording protection to the Trustee shall be 
subject to the provisions of this Section.


SECTION 602.  Notice of Defaults.

          The Trustee shall give the Holders notice of any default hereunder 
as and to the extent provided by the Trust Indenture Act; provided, however, 
that in the case of any default of the character specified in Section 501(5), 
no such notice to Holders shall be given until at least 30 days after the 
occurrence thereof.  For the purpose of this Section, the term "default" 
means any event which is, or after notice or lapse of time or both would 
become, an Event of Default.


SECTION 603.  Certain Rights of Trustee.

          Subject to the provisions of Section 601:

          (a)  the Trustee may rely and shall be protected in acting or 
     refraining from acting upon any resolution, certificate, statement, 
     instrument, opinion, report, notice, request, direction, consent, order,


                                     -61-


<PAGE>


     bond, debenture, note, other evidence of indebtedness or other paper or 
     document believed by it to be genuine and to have been signed or 
     presented by the proper party or parties;

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

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

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

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

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

          (g)  the Trustee may execute any of the trusts or powers hereunder or
     perform any duties hereunder either 

                                     -62-


<PAGE>


     directly or by or through agents or attorneys and the Trustee shall not 
     be responsible for any misconduct or negligence on the part of any agent 
     or attorney appointed with due care by it hereunder;

          (h)  the Trustee shall not be liable with respect to any action 
     taken, suffered or omitted to be taken by it in accordance with the 
     direction of Holders of Outstanding Securities as provided in Sections 
     502, 512 and 513 hereof;

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

         (j)  for all purposes under this Indenture, the Trustee shall not be 
     deemed to have notice of any Event of Default unless a Responsible 
     Officer of the Trustee has actual knowledge thereof or unless written 
     notice of any event which is in fact such a default is received by the 
     Trustee at the Corporate Trust Office of the Trustee, and such notice 
     references the Securities and this Indenture.


SECTION 604.  Not Responsible for Recitals
              or Issuance of Securities.  

          The recitals contained herein and in the Securities, except the 
Trustee's certificates of authentication, shall be taken as the statements of 
the Company, and the Trustee assumes no responsibility for their correctness. 
The Trustee makes no representations as to the validity or sufficiency of 
this Indenture or of the Securities.  The Trustee shall not be accountable 
for the use or application by the Company of Securities or the proceeds 
thereof.

SECTION 605.  May Hold Securities.

                         The Trustee, any Paying Agent, any Security 
Registrar or any other agent of the Company, in its individual or any other 
capacity, may become the owner or pledgee of Securities and, subject to 
Sections 608 and 613, may other wise deal with the Company with the same 
rights it would have if it were not Trustee, Paying Agent, Security Registrar 
or such other agent.

                                     -63-


<PAGE>





SECTION 606.  Money Held in Trust.

          Money held by the Trustee in trust hereunder need not be segregated 
from other funds except to the extent required by law.  The Trustee shall be 
under no liability for interest on any money received by it hereunder except 
as otherwise agreed in writing with the Company.


SECTION 607.  Compensation and Reimbursement.

          The Company agrees

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

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

          (3)  to indemnify each of the Trustee or any predecessor Trustee 
     for, and to hold it harmless against, any and all loss, liability, 
     damage, claim or expense  including taxes (other than taxes based on the 
     income of the Trustee) incurred without negligence or wilful misconduct 
     on its part, arising out of or in connection with the acceptance or 
     administration of this trust, including the costs and expenses of 
     enforcing this Indenture against the Company (including, without 
     limitation, this Section 607) and of defending itself against any claim 
     (whether asserted by any Holder or the Company) or liability in 
     connection with the exercise or performance of any of its powers or 
     duties hereunder. The provisions of this Section 607 shall survive any 
     termination of this Indenture and the resignation or removal of the 
     Trustee. 

          As security for the performance of the obligations of the Company 
under this Section 607, the Trustee shall have a lien prior to the Securities 
upon all property and 

                                     -64-


<PAGE>


funds held or collected by the Trustee, except funds held in trust for the 
payment of principal of (and premium, if any) or interest on particular 
Securities.  The Trustee's right to receive payment of any amounts due under 
this Section 607 shall not be subordinate to any other liability or 
indebtedness of the Company (even though the Securities may be so 
subordinated), except that such rights of the Trustee under this Section 607 
shall be subordinated in right and time of payment to the payment in full of 
all obligations of the Company under the Senior Loan Agreement including, 
without limitation, the payment of all principal, interest, fees and expenses 
thereunder.

          When the Trustee incurs expenses or renders services in connection 
with an Event of Default specified in Section 501(9) or Section 501(10), the 
expenses (including the reasonable charges and expenses of its counsel) and 
the compensation for the services are intended to constitute expenses of 
administration under any applicable Federal or State bankruptcy, insolvency 
or other similar law.


SECTION 608.  Disqualification; Conflicting Interests.

          If the Trustee has or shall acquire a conflicting interest within 
the meaning of the Trust Indenture Act, the Trustee shall either eliminate 
such interest or resign, to the extent and in the manner provided by, and 
subject to the provisions of, the Trust Indenture Act and this Indenture.


SECTION 609.  Corporate Trustee Required; Eligibility.

          There shall at all times be a Trustee hereunder which shall be a 
Person that is eligible pursuant to the Trust Indenture Act to act as such 
and has a combined capital and surplus of at least $50,000,000 and its 
Corporate Trust Office in the Borough of Manhattan, The City of New York, New 
York.  If such Person publishes reports of condition at least annually, 
pursuant to law or to the requirements of a Federal, State, Territorial or 
District of Columbia supervising or examining authority, then for the 
purposes of this Section, the combined capital and surplus of such Person 
shall be deemed to be its combined capital and surplus as set forth in its 
most recent report of condition so published.  If at any time the Trustee 
shall cease to be eligible in accordance with the provisions of this Section, 
it shall resign immediately in the manner and with the effect hereinafter 
specified in this Article.

                                     -65-


<PAGE>




SECTION 610.  Resignation and Removal; Appointment
                             of Successor.                       

          (a)  No resignation or removal of the Trustee and no appointment of 
a successor Trustee pursuant to this Article shall become effective until the 
acceptance of appointment by the successor Trustee under Section 611, at 
which time the retiring Trustee shall be fully discharged from its 
obligations hereunder.  If an instrument of acceptance by a successor Trustee 
shall not have been delivered to the Trustee within 30 days after the giving 
of notice of resignation or removal, the Trustee resigning or being removed 
may petition any court of competent jurisdiction for the appointment of a 
successor Trustee. 

          (b)  The Trustee may resign at any time by giving written notice 
thereof to the Company.  

          (c)  The Trustee may be removed at any time by Act of the Holders 
of a majority in principal amount of the Outstanding Securities, delivered to 
the Trustee and to the Company.

          (d)  If at any time:

          (1)  the Trustee shall fail to comply with Section 608 after 
     written request therefor by the Company or by any Holder who has been a 
     bona fide Holder of a Security for at least six months, or 

          (2)  the Trustee shall cease to be eligible under Section 609 and 
     shall fail to resign after written request therefor by the Company or by 
     any such Holder, or 

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

then, in any such case, (i) the Company by a Board Resolution may remove the 
Trustee, or (ii) subject to Section 514, any Holder who has been a bona fide 
Holder of a Security for at least six months may, on behalf of himself and 
all others similarly situated, petition any court of competent jurisdiction 
for the removal of the Trustee and the appointment of a successor Trustee.

                                     -66-


<PAGE>



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

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


SECTION 611.  Acceptance of Appointment by Successor.

          Every successor Trustee appointed hereunder shall execute, 
acknowledge and deliver to the Company and to the retiring Trustee an 
instrument accepting such appointment, and thereupon the resignation or 
removal of the retiring Trustee shall become effective and such successor 
Trustee, without any further act, deed or conveyance, shall become vested 
with all the rights, powers, trusts and duties of the retiring Trustee; but, 
on request of the Company or the suc cessor Trustee, such retiring Trustee 
shall, upon payment of all sums owing to the Trustee under Section 607, 
execute and deliver an instrument transferring to such successor Trustee all 
the rights, powers and trusts of the retiring Trustee and shall duly assign, 
transfer and deliver to such successor Trustee all property and money held by 
such retiring Trustee hereunder.  Upon request of any such successor Trustee, 
the Company shall execute any and all instruments for more fully and 
certainly vesting in and confirming to such successor Trustee all such 
rights, powers and trusts.

                                         -67-


<PAGE>



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


SECTION 612.  Merger, Conversion, Consolidation
              or Succession to Business.       

          Any corporation into which the Trustee may be merged or converted 
or with which it may be consolidated, or any corporation resulting from any 
merger, conversion or consolidation to which the Trustee shall be a party, or 
any corporation succeeding to all or substantially all the corporate trust 
business of the Trustee, shall be the successor of the Trustee hereunder; 
provided that such corporation shall be otherwise qualified and eligible 
under this Article, without the execution or filing of any paper or any 
further act on the part of any of the parties hereto.  In case any Securities 
shall have been authenticated, but not delivered, by the Trustee then in 
office, any successor by merger, conversion or consolidation to such 
authenticating Trustee may adopt such authentication and deliver the 
Securities so authenticated with the same effect as if such successor Trustee 
had itself authenticated such Securities.


SECTION 613.  Preferential Collection
              of Claims Against Company.

          If and when the Trustee shall be or become a creditor of the 
Company (or any other obligor upon the Securities), the Trustee shall be 
subject to the provisions of the Trust Indenture Act regarding the collection 
of claims against the Company (or any such other obligor).



                                ARTICLE SEVEN

             Holders' Lists and Reports by Trustee and Company

SECTION 701.  Company to Furnish Trustee
              Names and Addresses of Holders.

          The Company will furnish or cause to be furnished to the Trustee

          (a)  semi-annually, not more than 15 days after each Regular Record 
     Date, a list, in such form as the Trustee may reasonably require, of the 
     names and ad-

                                     -68-


<PAGE>


    dresses of the Holders as of such Regular Record Date, and

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

excluding from any such list names and addresses received by the Trustee in 
its capacity as Security Registrar.


SECTION 702.  Preservation of Information;
              Communications to Holders.  

          (a)  The Trustee shall preserve, in as current a form as is 
reasonably practicable, the names and addresses of Holders contained in the 
most recent list furnished to the Trustee as provided in Section 701 and the 
names and addresses of Holders received by the Trustee in its capacity as 
Security Registrar.  The Trustee may destroy any list furnished to it as 
provided in Section 701 upon receipt of a new list so furnished.

          (b)  The rights of Holders to communicate with other Holders with 
respect to their rights under this Indenture or under the Securities, and the 
corresponding rights and duties of the Trustee, shall be as provided by the 
Trust Indenture Act.

          (c)  Every Holder of Securities, by receiving and holding the same, 
agrees with the Company and the Trustee that neither the Company nor the 
Trustee nor any agent of either of them shall be held accountable by reason 
of any disclosure of information as to names and addresses of Holders made 
pursuant to the Trust Indenture Act.

SECTION 703.  Reports by Trustee.

          (a)  The Trustee shall transmit to Holders such reports concerning 
the Trustee and its actions under this Indenture as may be required pursuant 
to the Trust Indenture Act at the times and in the manner provided pursuant 
thereto. If required by Section 313(a) of the Trust Indenture Act, the 
Trustee shall, within sixty days after each May 15 following the date of this 
Indenture deliver to Holders a brief report, dated as of such May 15, which 
complies with the provisions of such Section 313(a).

                                     -69-


<PAGE>



          (b)  A copy of each such report shall, at the time of such 
transmission to Holders, be filed by the Trustee with each stock exchange 
upon which the Securities are listed, with the Commission and with the 
Company.  The Company will promptly notify the Trustee when the Securities 
are listed on any stock exchange.


SECTION 704.  Reports by Company.

          The Company shall file with the Trustee and the Commission, and 
transmit to Holders, such information, documents and other reports, and such 
summaries thereof, as may be required pursuant to the Trust Indenture Act at 
the times and in the manner provided pursuant to such Act; provided that any 
such information, documents or reports required to be filed with the 
Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed 
with the Trustee within 15 days after the same is so required to be filed 
with the Commission.

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


SECTION 705.  Officers' Certificate with Respect
              to Change in Interest Rates.      

          Within five days after any Step-Up, a Second Step-Up or Step-Down 
Date, the Company shall deliver an Officers' Certificate to the Trustee 
stating the new interest rate and the date on which it became effective.


                                ARTICLE EIGHT

                         Merger, Consolidation, Etc.

SECTION 801.  Mergers, Consolidations and Certain
              Sales of Assets.                   

          The Company (i) shall not consolidate with or merge into any other 
Person or permit any other Person to consolidate with or merge into the 
Company or any Subsidiary of the Company in a transaction in which such 
Subsidiary

                                     -70-


<PAGE>


remains a Subsidiary of the Company and (ii) shall not, directly or 
indirectly, transfer, convey, sell, lease or otherwise dispose of all or 
substantially all of its properties and assets as an entirety, unless, in any 
such transaction specified in Clause (i) or (ii):

          (1)  immediately after giving effect to such transaction and 
     treating any Debt that becomes an obligation of the Company or a 
     Subsidiary of the Company, as a result of such transaction, as having 
     been Incurred by the Company or such Subsidiary at the time of the 
     transaction, no Event of Default, and no event that, with the passing of 
     time or the giving of notice, or both, would become an Event of Default, 
     shall have occurred and be continuing;

          (2)  in case the Company shall consolidate with or merge with or 
     into another Person or shall directly or indirectly transfer, convey, 
     sell, lease or otherwise dispose of all or substantially all of its 
     properties or assets as an entirety, the Person formed by such 
     consolidation or into which the Company is merged or the Person which 
     acquires by transfer, con veyance, sale, lease or otherwise the assets 
     of the Company substantially as an entirety (for purposes of this 
     Section 801, a "Successor Company") shall be a corporation, partnership, 
     or trust and shall be organized and validly existing under the laws of 
     the United States of America, any State thereof or the District of 
     Columbia and shall expressly assume, by an indenture supplemental 
     hereto, executed and delivered to the Trustee in form satisfactory to 
     the Trustee, the due and punctual payment of the principal of (and 
     premium, if any) and interest on all the Securities and the performance 
     of every covenant of this  Indenture on the part of the Company to be 
     performed or observed; 

          (3)  immediately after giving effect to such transaction, the 
     Company or, if applicable, the Successor to the Company would have a 
     ratio of aggregate principal amount of Debt of the Company and its 
     Subsidiaries outstanding as of the most recent available balance sheet 
     to Pro Forma Consolidated Cash Flow for the preceding four fiscal 
     quarters, determined on a pro forma basis as if such transaction had 
     taken place and the proceeds therefrom had been applied at the beginning 
     of such four fiscal quarters, of less than 6.5 to 1; 

          (4)  if, as a result of any such transaction, property and assets 
     of the Company or any Subsidiary of 

                                     -71-


<PAGE>


     the Company would become subject to a Lien which would not be permitted 
     by Section 1015, the Company or, if applicable, the Successor Company, 
     as the case may be, shall take such steps as shall be necessary 
     effectively to secure the Securities equally and ratably with (or prior 
     to) Debt secured by such Lien; and 

          (5)  the Company has delivered to the Trustee an Officers' 
     Certificate and an Opinion of Counsel, each in form and substance 
     satisfactory to the Trustee stating that such consolidation, merger, 
     conveyance, transfer, lease or acquisition and, if a supplemental 
     indenture is required in connection with such transaction, such 
     supplemental indenture, complies with this Article and that all 
     conditions precedent herein provided for relating to such transaction 
     have been complied with, and, with respect to such Officers' 
     Certificate, setting forth the manner of determination of the Pro Forma 
     Consolidated Cash Flow in accordance with Clause (3) of Section 801, of 
     the Company or, if applicable, of the Successor Company as required 
     pursuant to the foregoing. 


SECTION 802.  Successor Substituted.

          Upon any consolidation of the Company with, or merger of the 
Company with or into, any other Person or any conveyance, transfer or lease 
of the properties and assets of the Company substantially as an entirety in 
accordance with Section 801, the successor Person formed by such 
consolidation or into which the Company is merged or to which such 
conveyance, transfer or lease is made shall succeed to, and be substituted 
for, and may exercise every right and power of, the Company under this 
Indenture with the same effect as if such successor Person had been named as 
the Company herein, and thereafter, except in the case of a lease, the 
predecessor Person shall be relieved of all obligations and covenants under 
this Indenture and the Securities.

                                     -72-


<PAGE>





                                 ARTICLE NINE

                           Supplemental Indentures

SECTION 901.  Supplemental Indentures
              Without Consent of Holders.

          At any time after any Securities have been issued under this 
Indenture, without the consent of any Holders, the Company, when authorized 
by a Board Resolution, and the Trustee, at any time and from time to time, 
may enter into one or more indentures supplemental hereto, in form 
satisfactory to the Trustee, for any of the following purposes:

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

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

          (3)  to secure the Securities pursuant to the requirements of 
     Section 1015 or otherwise; or 

          (4)  to modify, eliminate or add to the provisions of this 
     Indenture to such extent as shall be necessary to comply with any 
     requirement of the Commission in order to effect qualification of this 
     Indenture under the Trust Indenture Act in connection with the issuance 
     of Exchange Securities or thereafter to maintain the qualification of 
     this Indenture under the Trust Indenture Act; or 

          (5)  to cure any ambiguity, to correct or supplement any provision 
     herein which may be inconsistent with any other provision herein, or to 
     make any other provisions with respect to matters or questions arising 
     under this Indenture which shall not be inconsistent with the provisions 
     of this Indenture; provided that such action pursuant to this Clause (5) 
     shall not adversely affect the interests of the Holders in any material 
     respect.

                                     -73-


<PAGE>




SECTION 902.  Supplemental Indentures
              with Consent of Holders.

          At any time after any Securities have been issued under this 
Indenture, with the consent of the Holders of not less than a majority in 
principal amount of the Outstanding Securities, by Act of said Holders 
delivered to the Company and the Trustee, the Company, when authorized by a 
Board Resolution, and the Trustee may enter into an indenture or indentures 
supple mental hereto for the purpose of adding any provisions to or changing 
in any manner or eliminating any of the provisions of this Indenture or of 
modifying in any manner the rights of the Holders under this Indenture; 
provided, however, that no such supplemental indenture shall, without the 
consent of the Holder of each Outstanding Security affected thereby, 

          (1)  change the Stated Maturity of the principal of, or any 
     installment of interest on, any Security, or reduce the principal amount 
     thereof or the rate of interest thereon or any premium payable thereon, 
     or change the place of payment where, or the coin or currency in which, 
     any Security or any premium or interest thereon is payable, or impair 
     the right to institute suit for the enforcement of any such payment on 
     or after the Stated Maturity thereof (or, in the case of redemption, on 
     or after the Redemption Date) or, in the case of an Offer to Purchase 
     which has been made, on or after the applicable Purchase Date, or 

          (2)  reduce the percentage in principal amount of the Outstanding 
     Securities, the consent of whose Holders is required for any such 
     supplemental indenture, or the consent of whose Holders is required for 
     any waiver (of compliance with certain provisions of this Indenture or 
     certain defaults hereunder and their consequences) provided for in this 
     Indenture, or

          (3)  modify any of the provisions of this Section, Section 513 or 
     Section 1020, except to increase any such percentage or to provide that 
     certain other provisions of this Indenture cannot be modified or waived 
     without the consent of the Holder of each Outstanding Security affected 
     thereby, or 

          (4)  modify any of the provisions of this Indenture relating to the 
     subordination of the Securities in a manner adverse to the Holders, or

                                     -74-


<PAGE>




          (5)  following the making of an Offer with respect to an Offer to 
     Purchase pursuant to Sections 1013 or 1017, modify the provisions of 
     this Indenture with respect to such Offer to Purchase in a manner 
     adverse to such Holder. 

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


SECTION 903.  Execution of Supplemental Indentures.

          In executing, or accepting the additional trusts created by, any 
supplemental indenture permitted by this Article or the modifications thereby 
of the trusts created by this Indenture, the Trustee shall be entitled to 
receive, and (subject to Section 601) shall be fully protected in relying 
upon, an Opinion of Counsel stating that the execution of such supplemental 
indenture is authorized or permitted by this Indenture.  The Trustee may, but 
shall not be obligated to, enter into any such supplemental indenture which 
affects the Trustee's own rights, duties or immunities under this Indenture 
or otherwise.


SECTION 904.  Effect of Supplemental Indentures.

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


SECTION 905.  Conformity with Trust Indenture Act.

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


SECTION 906.  Reference in Securities
              to Supplemental Indentures.

          Securities authenticated and delivered after the execution of any 
supplemental indenture pursuant to this Article may, and shall if required by 
the Trustee, bear a notation in form approved by the Trustee as to any matter

                                     -75-


<PAGE>


provided for in such supplemental indenture.  If the Company shall so 
determine, new Securities so modified as to conform, in the opinion of the 
Trustee and the Company, to any such supplemental indenture may be prepared 
and executed by the Company and authenticated and delivered by the Trustee in 
exchange for Outstanding Securities.


SECTION 907.  Subordination Impaired. 

          No such supplemental indenture shall directly or indirectly modify 
the provisions of Article Twelve in any manner which might terminate or 
impair the rights of the Senior Debt pursuant to such subordination 
provisions.

SECTION 908.  Other Amendments to the Indenture.

          At any time prior to the issuance of any Securities under this 
Indenture, the Company, when authorized by a Board Resolution, and the 
Trustee may enter into an indenture or indenture supplemental hereto for the 
purpose of adding any provisions to or changing in any manner or eliminating 
any of the provisions of this Indenture or of modifying in any manner the 
rights of the Holders under this Indenture.



                                ARTICLE TEN

                                 Covenants

SECTION 1001.  Payment of Principal, Premium and
               Interest.                        

          The Company will duly and punctually pay the principal of (and 
premium, if any) and interest on the Securities in accordance with the terms 
of the Securities and this Indenture.


SECTION 1002.  Maintenance of Office or Agency.

          The Company will maintain in the Borough of Manhattan, The City of 
New York, New York, an office or agency where Securities may be presented or 
sur rendered for payment, where Securities may be surrendered for 
registration of transfer or exchange and where notices and demands to or upon 
the Company in respect of the Securities and this Indenture may be served.  
The Company will give prompt written notice to the Trustee of the location, 
and any 

                                     -76-


<PAGE>


change in the location, of such office or agency.  If at any time the Company 
shall fail to maintain any such required office or agency or shall fail to 
furnish the Trustee with the address thereof, such presentations, surrenders, 
notices and demands may be made or served at the Corporate Trust Office of 
the Trustee, and the Company hereby appoints the Trustee as its agent to 
receive all such presentations, surrenders, notices and demands.

          The Company may also from time to time designate one or more other 
offices or agencies (in or outside the Borough of Manhattan, The City of New 
York, New York) where the Securities 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 manner 
relieve the Company of its obligation to maintain an office or agency in the 
Borough of Manhattan, The City of New York, New York for such purposes.  The 
Company 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.


SECTION 1003.  Money for Security
               Payments to be Held in Trust.

          If the Company shall at any time act as its own Paying Agent, it 
will, on or before each due date of the principal of (and premium, if any) or 
interest on any of the Securities, segregate and hold in trust for the 
benefit of the Persons entitled thereto a sum sufficient to pay the principal 
(and premium, if any) or interest so becoming due until such sums shall be 
paid to such Persons or otherwise disposed of as herein provided and will 
promptly notify the Trustee in writing of its action or failure so to act.  
As provided in Section 504, upon any bankruptcy or reorganization proceeding 
relative to the Company, the Trustee shall serve as the Paying Agent for the 
Securities.

          Whenever the Company shall have one or more Paying Agents, it will, 
prior to each due date of the principal of (and premium, if any) or interest 
on any Securities, deposit with a Paying Agent a sum sufficient to pay the 
principal (and premium, if any) or interest so becoming due, such sum to be 
held in trust for the benefit of the Persons entitled to such principal, 
premium or interest, and (unless such Paying Agent is the Trustee) the 
Company will promptly notify the Trustee in writing of its action or failure 
so to act.  As provided in Section 504, upon any bankruptcy or reorganization 
proceeding relative to the Company, the Trustee shall serve as the Paying 
Agent for the Securities.

                                     -77-
<PAGE>


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

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

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

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

                         (4)  acknowledge, accept and agree to comply in all
                    respects with the provisions of this Indenture relating to
                    the duties, rights and obligations of such Paying Agent.

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

                         Any money deposited with the Trustee or any Paying 
Agent, or then held by the Company, in trust for the payment of the principal 
of (and premium, if any) or interest on any Security and remaining unclaimed 
for two years after such principal (and premium, if any) or interest has 
become due and payable shall be paid to the Company on Company Request, or 
(if then held by the Company) shall be discharged from such trust; and the 
Holder of such Security shall thereafter, as an unsecured general creditor, 
look only to the Company for payment thereof, and all liability of the 
Trustee or such Paying Agent with respect to such trust money, and all 
liability of the Company as trustee thereof, 

                                         -78-


<PAGE>


shall thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company cause to be published once, in a newspaper published in the English
language, customarily published on each Business Day and of general circulation
in the Borough of Manhattan, The City of New York, New York, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company. 


SECTION 1004.  Existence.

                         Subject to Article Eight, the Company will do or 
cause to be done all things necessary to preserve and keep in full force and 
effect its existence, rights (charter and statutory) and franchises; 
provided, however, that the Company shall not be required to preserve any 
such right or franchise 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 that the loss thereof is not disadvantageous in any material 
respect to the Holders.


SECTION 1005.  Maintenance of Properties.

                         The Company will cause all properties used or useful 
in the conduct of its business or the business of any 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 may be necessary so that the business carried on in 
connection therewith may be properly and advantageously conducted at all 
times; provided, however, that nothing in this Section shall prevent the 
Company from discontinuing the operation or maintenance of any of such 
properties if such discontinuance is, as determined in the good faith 
judgment of the Board of Directors evidenced by a Board Resolution, desirable 
in the conduct of its business or the business of any Subsidiary and not 
disadvantageous in any material respect to the Holders.


SECTION 1006.  Payment of Taxes and Other Claims.

                         The Company will pay or discharge or cause to be 
paid or discharged, before the same shall become delinquent, 

                                         -79-


<PAGE>


(1) all taxes, assessments and governmental charges levied or imposed upon the
Company or any of its Subsidiaries or upon the income, profits or property of
the Company or any of its Subsidiaries, and (2) all lawful claims for labor,
materials and supplies which, if unpaid, might by law become a lien upon the
property of the Company or any of its Subsidiaries; provided, however, that the
Company shall not be required to pay or discharge or cause to be paid or dis
charged any such tax, assessment, charge or claim whose amount, applicability or
validity is being contested in good faith by appropriate proceedings.


SECTION 1007.  Maintenance of Insurance.

                         The Company shall, and shall cause its 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 is usually 
so insured by corporations similarly situated and owning like properties in 
accordance with good business practice.


SECTION 1008.  Limitation on Company Debt.

                         The Company shall not, and shall not permit any 
Subsidiary of the Company to, Incur any Debt unless the ratio of (a) the 
aggregate principal amount of Debt of the Company and its Subsidiaries 
outstanding as of the most recent available balance sheet, after giving pro 
forma effect to the Incurrence of such Debt and any other Debt Incurred since 
such balance sheet date and the receipt and application of the proceeds 
thereof, to (b) Pro Forma Consolidated Cash Flow for the preceding four full 
fiscal quarters, determined on a pro forma basis as if such Debt and any 
other Debt Incurred since such balance sheet date had been Incurred and the 
proceeds therefrom had been applied at the beginning of such four fiscal 
quarters, would be less than 6.5 to 1.

                         Notwithstanding the foregoing paragraph, the Company 
or any Subsidiary may Incur the following without regard to the foregoing 
limitation:

                         (i)  Debt under the Senior Loan Agreement not to 
                    exceed $300 million aggregate principal amount at any one
                    time outstanding, and any renewal, extension, refinancing
                    or refunding thereof in an amount which, together with
                    any amount remaining outstanding or 

                                         -80-


<PAGE>


                    available under the Senior Loan Agreement, does not exceed
                    $300 million;

                        (ii)  Debt evidenced by the 12.75% Debentures, the
                    10 3/8% Notes and the 9 3/8% Notes, as well as the
                    Securities if the Securities are issued in exchange for
                    the 12 3/4% Exchangeable Preferred Stock;

                       (iii)  Debt owed by the Company to any Wholly Owned
                    Subsidiary of the Company or Debt owed by a Subsidiary of
                    the Company to the Company or a Wholly Owned Subsidiary of
                    the Company; provided, however, that for purposes of this
                    Section 1008, upon either (x) the transfer or other
                    disposition by such Wholly Owned Subsidiary or the Company
                    of any Debt so permitted to a Person other than the Company
                    or another Wholly Owned Subsidiary of the Company or (y)
                    the issuance (other than directors' qualifying shares),
                    sale, transfer or other disposition of shares of Capital
                    Stock (including by consolidation or merger) of such Wholly
                    Owned Subsidiary to a Person other than the Company or
                    another such Wholly Owned Subsidiary, the provisions of
                    this Clause (iii) shall no longer be applicable to such
                    Debt and such Debt shall be deemed to have been Incurred at
                    the time of such transfer or other disposition;

                        (iv)  Debt Incurred or Incurrable in respect of letters
                    of credit,  bankers' acceptances or similar facilities not
                    to exceed $2 million at any one time outstanding;

                         (v)  Capital Lease Obligations whose Attributable
                    Value will not exceed $5 million at any one time
                    outstanding;

                        (vi)  Debt arising from the honoring by a bank or other
                    financial institution of a check, draft or similar
                    instrument drawn against insufficient funds in the ordinary
                    course of business; provided that such Debt is extinguished
                    within two Business Days of its Incurrence;

                       (vii)  Debt Incurred by a Person prior to the time (A)
                    such Person became a Subsidiary of the Company, (B) such
                    Person merges into or consolidates with a Subsidiary of
                    the Company, (C) another Subsidiary of the Company merges
                    into or consolidates with such Person (in each case in a
                    transaction in which such Person becomes a Subsidiary of
                    the Company) or (D) such Person sells any of its property
                    consisting of operating 


                                         -81-


<PAGE>


                    assets to a Subsidiary of the Company subject to such Debt
                    (whether such Debt is recourse or non-recourse to such
                    Subsidiary); provided that in any such case such Debt was
                    not Incurred in anticipation of such transaction;

                      (viii)  Debt evidenced by the 7.75% Exchange Debentures
                    if the 7.75% Exchange Debentures are issued in exchange for
                    the 7.75% Exchangeable Preferred Stock;

                        (ix)  renewals, refundings, replacement or extensions
                    (collectively, "refinancings") of the Senior Loan
                    Agreement, the 12.75% Debentures, the 10 3/8% Notes, the
                    9 3/8% Notes, the 7.75% Exchange Debentures, the Securities
                    or any other outstanding Debt that was Incurred in
                    compliance with this Indenture (other than Debt referred to
                    in Clauses (i) through (vi) above) in an aggregate
                    principal amount not to exceed the principal amount of the
                    Debt so refinanced plus the amount of any premium required
                    to be paid in connection with such refinancing pursuant to
                    the terms of the Debt refinanced or the amount of any
                    premium reasonably determined by the Company as necessary
                    to accomplish such refinancing by means of a tender offer
                    or privately negotiated repurchase, plus the amount of
                    expenses of the Company Incurred in connection with such
                    refinancing; provided that (A) unless such refinancing Debt
                    is Senior Debt, such refinancing Debt does not have an
                    Average Life less than the Average Life of the Debt being
                    refinanced and (B) if such Debt is subordinated in right of
                    payment to the Securities such refinancing Debt is
                    subordinated in right of payment to the Securities at least
                    to the extent that the Debt to be refinanced is
                    subordinated to the Securities; and

                         (x)  Debt not otherwise permitted to be Incurred
                    pursuant to Clauses (i) through (ix) above, which, together
                    with any other outstanding Debt Incurred pursuant to this
                    Clause (x), has an aggregate principal amount not in excess
                    of $15 million at any one time outstanding.


SECTION 1009.  Limitation on Certain Debt.

                         The Company shall not Incur or permit to exist any 
Debt that is by its terms both (i) subordinate in right of payment to any 
Senior Debt and (ii) senior in right of payment to the Securities, in each 
case other than by reason of its maturity.  The Company shall not Incur or 
permit to 

                                         -82-


<PAGE>


exist any Debt that is by its terms subordinate in right of payment to the
Securities unless such Debt constitutes Subordinated Debt.


SECTION 1010.  Limitation on Restricted Payments.

                         The Company (i) shall not, directly or indirectly, 
declare or pay any dividend or make any distribution in  respect of any class 
of its Capital Stock or to the holders thereof (including pursuant to a 
merger or consolidation of the Company, but excluding (a) any dividends or 
distributions payable solely in shares of its Capital Stock (other than 
Disqualified Stock) or in options, warrants or other rights to acquire its 
Capital Stock (other than Disqualified Stock) and (b) dividends in accordance 
with the terms of the 7.75% Exchangeable Preferred Stock or the 12 3/4% 
Exchangeable Preferred Stock, as such terms exist on the date of this 
Indenture), (ii) shall not, and shall not permit any Subsidiary of the 
Company, directly or indirectly, to purchase, redeem or otherwise acquire or 
retire for value (a) any Capital Stock of the Company or (b) any options, 
warrants or rights to purchase or acquire shares of Capital Stock of the 
Company (in the case of either (a) or (b) other than in exchange for the 
Company's Capital Stock (other than Disqualified Stock) or options, warrants 
or other rights to purchase the Company's Capital Stock (other than 
Disqualified Stock)), (iii) shall not make, or permit any Subsidiary of the 
Company to make, any loan, advance, capital contribution to or Investment in, 
or payment on a Guarantee of any obligation of, any Affiliate, other than the 
Company or a Wholly Owned Subsidiary, (iv) shall not, and shall not permit 
any Subsidiary of the Company to, redeem, defease, repurchase, retire or 
otherwise acquire or retire for value prior to any scheduled maturity, 
repayment or sinking fund payment, Debt of the Company which is subordinated 
in right of payment to the Securities (other than in exchange for the 
Company's Capital Stock (other than Disqualified Stock) or options, warrants 
or other rights to purchase the Company's Capital Stock (other than 
Disqualified Stock)), and (v) may not make any Investment in any Subsidiary 
that is subject to an encumbrance or restriction prohibited under Section 
1011 or any Investments in any Unrestricted Subsidiary (the transactions 
described in Clauses (i) through (v) being referred to herein as "Restricted 
Payments"), if at the time thereof:

                         (1)  an Event of Default, or an event that with the
                    lapse of time or the giving of notice, or both, would
                    constitute an Event of Default, shall have occurred and is
                    continuing, or

                                         -83-


<PAGE>



                         (2)  upon giving effect to such Restricted Payment,
                    the aggregate of all Restricted Payments from December 31,
                    1996 exceeds the sum of:

                         (a)  the remainder of (x) 100% of cumulative
                              Consolidated Cash Flow (or, in the case
                              Consolidated Cash Flow shall be negative, less
                              100% of such deficit) from December 31, 1996
                              through the last day of the last full fiscal
                              quarter immediately preceding such Restricted
                              Payment minus (y) the product of 1.4 times the
                              cumulative Consolidated Interest Expense from
                              December 31, 1996 through the last day of the
                              last full fiscal quarter immediately preceding
                              such Restricted Payment; plus

                         (b)  100% of the aggregate net proceeds received by
                              the Company since December 31, 1996, including
                              the fair value of property other than cash (as
                              determined in good faith by the Board of
                              Directors and evidenced by a Board Resolution),
                              from the issuance (other than to a Subsidiary of
                              the Company) of Capital Stock of the Company
                              (other than Disqualified Stock) and options,
                              warrants, or other rights to purchase or acquire
                              Capital Stock of the Company (other than
                              Disqualified Stock and other than by a
                              Subsidiary) and the principal amount of Debt of
                              the Company that has been converted into Capital
                              Stock of the Company (other than Disqualified
                              Stock and other than by a Subsidiary) since
                              December 31, 1996; plus

                         (c)  an amount equal to the net reduction in
                              Investments made by the Company and its
                              Subsidiaries subsequent to the date of original
                              issue of the Securities pursuant to Clauses (iii)
                              and (v) above in any Affiliate or Unrestricted
                              Subsidiary or a Subsidiary of the Company that is
                              subject to an encumbrance or restriction
                              prohibited under Section 1011 upon the
                              disposition, liquidation, or repayment (including
                              by way of dividends) thereof, from redesignations
                              of Unrestricted Subsidiaries as Subsidiaries or
                              from the removal of such encumbrance or
                              restriction, but only to the extent such amounts
                              are not included in Consolidated Net Income and
                              not to exceed in the case of any Person the
                              amount of

                                         -84-


<PAGE>


                              Investments previously made by the Company and
                              its Subsidiaries in such Person; plus

                         (d)  $15 million.

                         Notwithstanding the foregoing, so long as no Event 
of Default, or event that with the passing of time or the giving of notice, 
or both, would constitute an Event of Default, shall have occurred and is 
continuing or would result therefrom, the Company and any Subsidiary of the 
Company may (i) pay any dividend within 60 days after declaration thereof if 
at the declaration date such payment would have complied with the foregoing 
provision; (ii) make any payment in redemption of Capital Stock of the 
Company or options to purchase such Capital Stock granted to officers or 
employees of the Company pursuant to the Company's Stock Option Plan (or any 
successor plan) in connection with the severance or termination of officers 
or employees (other than W. Don Cornwell and Stuart J. Beck) not to exceed $1 
million in the aggregate; (iii) make Investments not to exceed $10 million in 
the aggregate at any one time outstanding, in (A) any Subsidiary which is 
subject to any encumbrance or restriction prohibited under Section 1011 or 
(B) any Unrestricted Subsidiary; (iv) exchange 7.75% Exchangeable Preferred 
Stock in accordance with its terms (as such terms exist on the date of this 
Indenture) for the 7.75% Exchange Debentures and exchange 12 3/4% 
Exchangeable Preferred Stock in accordance with its terms (as such terms 
exist on the date of this Indenture) for the Securities and make payments of 
principal (premium, if any) and interest thereon in accordance with the 7.75% 
Exchange Debenture Indenture or this Indenture, as the case may be; (v) 
refinance any Debt otherwise permitted to be refinanced by Clause (ix) of the 
second paragraph of Section 1008 or solely in exchange for or out of the 
proceeds of the substantially concurrent sale (other than from or to a 
Subsidiary of the Company) of shares of Capital Stock of the Company (other 
than Disqualified Stock) (vi) purchase, redeem, acquire or retire any shares 
of Capital Stock of the Company solely in exchange for or out of the proceeds 
of the substantially concurrent sale (other than from or to a Subsidiary of 
the Company) of shares of Capital Stock (other than Disqualified Stock) of 
the Company; (vii) purchase or redeem any Debt from Net Available Proceeds to 
the extent permitted or required under Section 1013; and (viii) make 
Permitted Television Investments in an aggregate amount at any one time 
outstanding not to exceed $25 million.  Any payment or Investment made 
pursuant to Clause (i), (ii) or (iii) of this paragraph shall be a Restricted 
Payment for purposes of calculating aggregate Restricted Payments under the 
first paragraph of this Section 1010.


                                         -85-


<PAGE>



SECTION 1011.       Limitations Concerning Distributions
                    by and Transfers to Subsidiaries.   

                         The Company shall not, and shall not permit any 
Subsidiary of the Company to, suffer to exist any consensual encumbrance or 
restriction on the ability of any Subsidiary of the Company:  (i) to pay, 
directly or indirectly, dividends or make any other distributions in respect 
of its Capital Stock or pay any Debt or other obligation owed to the Company 
or any other Subsidiary of the Company; (ii) to make loans or advances to the 
Company or any Subsidiary of the Company; or (iii) to transfer any of its 
property or assets to the Company. Notwithstanding the foregoing limitation, 
the Company may permit a Subsidiary to suffer to exist any such encumbrance 
or restriction (A) included in any instrument governing Debt Incurred by such 
Subsidiary pursuant to the first paragraph of Section 1008 of the Indenture 
for the purpose of financing all or part of the purchase price or cost of 
construction or improvements of property; provided, however, that the 
principal amount of the Debt so Incurred does not exceed the purchase price 
or cost of construction or improvements of such property; (B) included in the 
Senior Loan Agreement; (C) imposed by virtue of applicable corporate law or 
regulation and relating solely to the payment of dividends or distributions 
to shareholders; (D) pursuant to an agreement relating to any Debt Incurred 
by a Person prior to the date on which such Person became a Subsidiary of the 
Company and outstanding on such date and not Incurred in anticipation of 
becoming a Subsidiary; (E) with respect to restrictions of the nature 
described in Clause (iii) above, included in a contract entered into in the 
ordinary course of business and consistent with past practices that contains 
provisions restricting the assignment of such contract; (F) pursuant to an 
agreement effecting a refinancing of Debt Incurred pursuant to an agreement 
referred to in Clause (A), (B) or (D) above; provided, however, that the 
provi sions contained in such refinancing agreement relating to such 
encumbrance or restriction are no more restrictive in any material respect 
than the provisions contained in the agreement the subject thereof, as 
determined in good faith by the Board of Directors and evidenced by a Board 
Resolution, or (G) included in any instrument governing Capital Lease 
Obligations whose Attributable Value will not exceed $5 million in the 
aggregate at any one time outstanding or included in any instrument governing 
a Sale and Leaseback Transaction whose Attributable Value does not exceed $2 
million and the Attributable Value of all such Sale and Leaseback 
Transactions entered into since the date of this Indenture does not exceed $5 
million in the aggregate; 

                                         -86-


<PAGE>


provided that in each case, after giving effect to the Incurrence of such
Capital Lease Obligation or Sale and Leaseback Transaction and the receipt and
application of the proceeds thereof, the ratio of the aggregate principal amount
of Debt of the Company and its Subsidiaries outstanding as of the most recent
available balance sheet to Pro Forma Consolidated Cash Flow for the preceding
four full fiscal quarters, determined on a pro forma basis as if such Capital
Lease Obligation had been Incurred, or such Sale and Leaseback Transaction had
taken place, and the proceeds therefrom had been applied at the beginning of
such four fiscal quarters, would be less than 6.5 to 1.


SECTION 1012.  Limitation on Transactions with
               Affiliates.                    

                         The Company shall not, and shall not permit any 
Subsidiary of the Company to, directly or indirectly, enter into any 
transaction after the date of this Indenture (including, without limitation, 
the purchase, sale, lease or exchange of property, the rendering of any 
service or the making of any loan or advance, but excluding transactions 
between the Company and Wholly Owned Subsid iaries), with any Affiliate, 
unless  a majority of the disinterested members of the Board of Directors 
determines in its reasonable good faith judgment and which determination 
shall be evidenced by a Board Resolution that:

                         (1)  the terms of such transaction are in the best
                    interests of the Company or such Subsidiary; and

                         (2)  such transaction is on terms no less favorable to
                    the Company or such Subsidiary than those that could be
                    obtained in a comparable arm's-length transaction with an
                    entity that is not an Affiliate.

                         Notwithstanding the foregoing, the Company shall not 
be required to file any Board Resolution referred to in the preceding 
paragraph with respect to matters solely concerning the compensation of 
employees.


SECTION 1013.  Limitation on Certain Asset Dispositions.

                         (a)  The Company shall not, and shall not permit any 
Subsidiary to, make an Asset Disposition in one or more transactions in any 
fiscal year unless (i) the Company (or the Subsidiary, as the case may be) 
receives consideration at the time of such sale or other disposition at least 
equal to the fair market value for the assets sold or otherwise 

                                         -87-


<PAGE>


disposed of (which shall be as determined in good faith by the Board of 
Directors, evidenced by a Board Resolution), (ii) at least 85% of the 
considera tion for such disposition shall consist of cash or readily 
marketable cash equivalents or the assumption of Debt of the Company or a 
Subsidiary or other obligations relating to such assets and a release from 
all liability on the Debt or other obligations assumed, and (iii) all Net 
Available Proceeds of such disposition and from the sale of any marketable 
cash equivalents received thereby, less any amounts invested as described in 
the second sentence of the following paragraph, are applied (A) first, within 
120 days of such disposition, to the reduction of any obligations then 
outstanding under the Senior Loan Agreement (or any successor credit 
facility)  to the extent the terms of such Senior Loan Agreement (or 
successor credit facility)  require such application or prohibit prepayment 
of the Securities; (B) second,  within 120 days of such disposition,  to the 
repayment of any other Senior Debt to the extent the terms of such Senior 
Debt require such application or prohibit prepayment of the Securities; (C) 
third, to the extent of any remaining Net Available Proceeds and so long as 
any 12.75% Debentures are outstanding, to make an offer to purchase the 
12.75% Debentures in accordance with the requirements of the 12.75% Debenture 
Indenture; (D) fourth, to the extent of any remaining Net Available Proceeds 
and so long as any 10 3/8% Notes are outstanding, to make an offer to 
purchase the 10 3/8% Notes in accordance with the requirements of the 10 3/8% 
Note Indenture; (E) fifth, to the extent of any remaining Net Available 
Proceeds and so long as any 9 3/8% Notes are outstanding, to make an offer to 
purchase the 9 3/8% Notes in accordance with the requirements of the 9 3/8% 
Note Indenture; (F) sixth, to the extent more than $5,000,000 of Net 
Available Proceeds are not required to be applied to the repayments as 
specified in Clauses (A), (B), (C), (D) and (E), to purchases of Outstanding 
Securities pursuant to an Offer to Purchase at a purchase price equal to 100% 
of their principal amount plus accrued interest to the date of purchase; (G) 
seventh, to the extent of any remaining Net Available Proceeds following the 
completion of the Offer to Purchase Securities required by Clause (F), to the 
repayment of other Debt of the Company or Debt of a Subsidiary of the 
Company, to the extent permitted under the terms thereof; and (H) eighth, to 
the extent of any remaining Net Available Proceeds, to any other use as 
determined by the Company which is not otherwise prohibited by this Indenture.

                         Notwithstanding Clause (ii) above, all or a portion 
of the consideration for any such disposition may consist of all or 
substantially all of the assets or a majority of the Voting Stock of an 
existing television or

                                         -88-


<PAGE>


radio broadcasting or cable television business or franchise (whether 
existing as a separate entity, subsidiary, division, unit or otherwise) if 
after giving effect to any such disposition and related acquisition of 
assets, (x) the ratio of the aggregate principal amount of Debt of the 
Company and its Subsidiaries outstanding as of the most recent available 
balance sheet to Pro Forma Consolidated Cash Flow for the preceding four 
fiscal quarters, determined on a pro forma basis as if such transaction had 
taken place and the proceeds therefrom had been applied at the beginning of 
such four fiscal quarters, would be less than 6.5 to 1; (y) no Event of 
Default or event that, with the passing of time or the giving of notice, or 
both, will constitute an Event of Default shall have occurred or be 
continuing; and (z) the Net Available Proceeds, if any, are invested in 
accordance with the next sentence of this paragraph. Notwithstanding Clause 
(iii) above, the Company shall not be required to repurchase or redeem any 
Debt to the extent that the Net Available Proceeds from any Asset Disposition 
are invested within 120 days of such disposition in television or radio 
broadcasting or cable television assets or franchises or the Company shall 
have entered into a definitive agreement to acquire such assets subject only 
to customary conditions, including, without limitation, the approval of the 
Federal Communications Commission (but excluding any conditions with respect 
to the financing of such acquisition or due diligence) and such acquisition 
shall have been consummated within 240 days of such disposition. 
Notwithstanding the foregoing two sentences, the Company shall not be 
entitled to take as consideration for an Asset Disposition, or invest Net 
Available Proceeds in lieu of repurchasing or redeeming Debt in, any 
television or radio broadcasting or cable television assets, business or 
franchise unless the majority of the assets (including intangibles) so 
acquired or the majority of the assets (including intangibles) of the 
business or franchise so acquired are related to television or radio 
broadcasting.

                         (b)  The Company will mail the Offer for an Offer to 
Purchase required pursuant to Section 1013(a) not more than 120 days after 
consummation of the disposition referred to in Section 1013(a), unless the 
Company shall have entered into a definitive agreement to acquire such assets 
as described above, in which case the Company will mail the Offer for the 
Offer to Purchase not later than the earlier of (A) 240 days after such 
disposition and (B) 30 days after the termination of any such definitive 
acquisition agreement.  The aggregate principal amount of the Securities to 
be offered to be purchased pursuant to the Offer to Purchase shall equal the 
Net Available Proceeds available therefor pursuant to Clause (iii)(D) of 
Section 1013(a) (rounded down 

                                         -89-


<PAGE>


to the next lowest integral multiple of $1,000).  Each Holder shall be 
entitled to tender all or any portion of the Securities owned by such Holder 
pursuant to the Offer to Purchase, subject to the requirement that any 
portion of a Security tendered must be tendered in an integral multiple of 
$1,000 principal amount.

                         The Company shall not be entitled to any credit 
against its obligations under this Section 1013 for the principal amount of 
any Securities acquired or redeemed by the Company otherwise than pursuant to 
the Offer to Purchase pursuant to this Section 1013.

                         (c)  Not later than the date of the Offer with 
respect to an Offer to Purchase pursuant to this Section 1013, the Company 
shall deliver to the Trustee an Officers' Certificate as to (i) the Purchase 
Amount, (ii) the allocation of the Net Available Proceeds from the Asset 
Disposition pursuant to which such Offer is being made, including, if amounts 
are invested in assets related to the business, the actual assets acquired 
and (iii) the compliance of such allocation with the provisions of Section 
1013(a).

                         The Company and the Trustee shall perform their 
respective obligations specified in the Offer for the Offer to Purchase.  On 
or prior to the Purchase Date, the Company shall (i) accept for payment (on a 
pro rata basis, if neces sary) Securities or portions thereof tendered 
pursuant to the Offer, (ii) deposit with the paying agent (or, if the Company 
is acting as its own Paying Agent, segregate and hold in trust as provided in 
Section 1003) money sufficient to pay the purchase price of all Securities or 
portions thereof so accepted and (iii) deliver or cause to be delivered to 
the Trustee all Securities so accepted together with an Officers' Certificate 
stating the Securities or portions thereof accepted for payment by the 
Company.  The Paying Agent (or the Company, if so acting) shall promptly mail 
or deliver to Holders of Securities so accepted payment in an amount equal to 
the purchase price, and the Trustee shall promptly authenticate and mail or 
deliver to such Holders a new Security of like tenor equal in principal 
amount to any unpurchased portion of the Security surrendered.  Any Security 
not accepted for payment shall be promptly mailed or delivered by the Company 
to the Holder thereof.

                         (d)  Notwithstanding the foregoing, this Section 
1013 shall not apply to any Asset Disposition which constitutes a transfer, 
conveyance, sale, lease or other disposition of all or substantially all of 
the Company's 

                                         -90-


<PAGE>


properties or assets within the meaning of Section 801 hereof.


SECTION 1014.  Limitation on Issuances and Sales of 
               Capital Stock of Wholly Owned Subsidiaries.

                         The Company (i) shall not and shall not permit any 
Wholly Owned Subsidiary to transfer, convey, sell or otherwise dispose of 
Capital Stock of such or any other Wholly Owned Subsidiary to any Person 
(other than the Company or a Wholly Owned Subsidiary) unless such transfer, 
conveyance, sale or other disposition is of all the Capital Stock of such 
Wholly Owned Subsidiary and the Net Available Proceeds from such transfer, 
conveyance, sale or other disposition are applied in accordance with Section 
1013 and (ii) will not permit any Wholly Owned Subsidiary to issue shares of 
Capital Stock (other than directors' qualifying shares), or securities 
convertible into, or warrants, rights or options to subscribe for or purchase 
shares of, its Capital Stock to any Person other than to the Company or a 
Wholly Owned Subsidiary unless in the case of either Clause (i) or (ii) above 
(A) after giving effect to any such sale, disposition or issuance, the ratio 
of the aggregate principal amount of Debt of the Company and its Subsidiaries 
outstanding as of the most recent available balance sheet to Pro Forma 
Consolidated Cash Flow for the preceding four fiscal quarters, determined on 
a pro forma basis as if such sale, disposition or issuance had taken place 
and the Net Available Proceeds therefrom had been applied at the beginning of 
such four fiscal quarters, would be less than 6.5 to 1; (B) immediately after 
giving effect to such sale, disposition or issuance (including any 
acquisition of assets with Net Available Proceeds) no Event of Default or 
event that with the passing of time or the giving of notice, or both, will 
constitute an Event of Default shall have occurred or be continuing; (C) the 
assets acquired pursuant to such sale, disposition or issuance, are either 
(x) at least 85% cash or readily marketable cash equivalents and the Net 
Available Proceeds from such sale, disposition or issuance are applied in 
accordance with Section 1013 (including the provisions thereof relating to 
the application of Net Available Proceeds therefrom) or (y) all or 
substantially all of the assets or a majority of the Voting Stock of an 
existing television or radio broadcasting or cable television business or 
franchise (whether existing as a separate entity, subsidiary, division, unit 
or otherwise) (subject to the restrictions described in the last sentence of 
the second paragraph of Section 1013(a)); (D) after giving effect to any such 
sale, disposition or issuance, such Wholly Owned Subsidiary shall be a 
Subsidiary of the Company and (E) the 



                                         -91-


<PAGE>


Company (or the Subsidiary, as the case may be) receives consideration at the 
time of the issuance, sale or disposition of the Capital Stock at least equal 
to the fair value for the Capital Stock issued or sold (which shall be 
determined in good faith by the Board of Directors, evidenced by a Board 
Resolution).


SECTION 1015.  Limitation on Liens Securing Company
               Subordinated Debt.                  

                         The Company may not, and may not permit any 
Subsidiary of the Company to, Incur or suffer to exist any Lien on or with 
respect to any property or assets now owned or hereafter acquired to secure 
any Debt of the Company that is expressly by its terms subordinate or junior 
in right of payment (other than by reason of maturity) to any other Debt of 
the Company without making, or causing such Subsidiary to make, effective 
provision for securing the Securities (x) equally and ratably with such Debt 
as to such property or assets for so long as such Debt will be so secured or 
(y) in the event such Debt is subordinate in right of payment (other than by 
reason of maturity) to the Securities, prior to such Debt as to such property 
or assets for so long as such Debt will be so secured.


SECTION 1016.  Limitation on Guarantees of Company
               Subordinated Debt.                 

                         The Company may not permit any Subsidiary, directly 
or indirectly, to assume, Guarantee or in any other manner become liable with 
respect to any Debt of the Company that is expressly by its terms subordinate 
or junior in right of payment (other than by reason of maturity) to any other 
Debt of the Company.


SECTION 1017.  Change of Control.

                         (a)  Upon the occurrence of a Change of Control (as 
defined below), each Holder of a Security shall have the right to have such 
Security repurchased by the Company on the terms and conditions precedent set 
forth in this Sec tion 1017 and this Indenture.  The Company shall, within 30 
days following the date of the consummation of a transaction resulting in a 
Change of Control, mail an Offer with respect to an Offer to Purchase all 
Outstanding Securities at a purchase price equal to 101% of their aggregate 
principal amount plus accrued interest to the Purchase Date; provided, 
however, that installments of interest whose Stated Maturity 

                                         -92-


<PAGE>


is on or prior to the Purchase Date shall be payable to the Holders of such 
Securities, or one or more Predecessor Securities, registered as such at the 
close of business on the relevant Record Dates according to their terms and 
the provisions of Section 307.  Each Holder shall be entitled to tender all 
or any portion of the Securities owned by such Holder pursuant to the Offer 
to Purchase, subject to the requirement that any portion of a Security 
tendered must be tendered in an integral multiple of $1,000 principal amount.

                         (b)  The Company and Trustee shall perform their 
respective obligations specified in the Offer for the Offer to Purchase.  
Prior to the Purchase Date, the Company shall (i) accept for payment 
Securities or portions thereof tendered pursuant to the Offer, (ii) deposit 
with the Paying Agent (or, if the Company is acting as its own Paying Agent, 
segregate and hold in trust as provided in Section 1003) money sufficient to 
pay the purchase price of all Securities or portions thereof so accepted and 
(iii) deliver or cause to be delivered to the Trustee all Securities so 
accepted together with an Officers' Certificate stating the Securities or 
portions thereof accepted for payment by the Company.  The Paying Agent shall 
promptly mail or deliver to Holders of Securities so accepted payment in an 
amount equal to the purchase price, and the Trustee shall promptly 
authenticate and mail or deliver to such Holders a new Security or Securities 
equal in principal amount to any unpurchased portion of the Security 
surrendered as requested by the Holder.  Any Security not accepted for 
payment shall be promptly mailed or delivered by the Company to the Holder 
thereof.  

                         (c)  A "Change of Control" shall be deemed to have 
occurred in the event that, after the date of this Indenture, either (A) any 
Person or any Persons (other than one or more Permitted Holders) acting 
together which would constitute a "group" (a "Group") for purposes of Section 
13(d) of the Exchange Act, or any successor provision thereto, together with 
any Affiliates, shall beneficially own (as defined in Rule 13d-3 of the 
Exchange Act or any successor provision thereto) at least 50% of the 
aggregate voting power of all classes of Voting Stock of the Company; or (B) 
any Person or Group (other than Permitted Holders), together with any 
Affiliates, shall succeed in having sufficient of its or their nominees 
elected to the Board of Directors of the Company such that such nominees, 
when added to any existing director remaining on the Board of Directors of 
the Company after such election who is an Affiliate, shall constitute a 
majority of the Board of Directors of the Company.  "Permitted Holder" means 
(i) W. Don Cornwell and Stuart J. Beck, (ii) the members of the immediate 
family of 

                                         -93-


<PAGE>


either of the persons referred to in Clause (i) above, (iii) any trust 
created for the benefit of the persons described in Clause (i) or (ii) above 
or any of their estates or (iv) any corporation that is controlled by any 
person described in Clause (i), (ii) or (iii) above.

                         (d)  Prior to the time required for the mailing of 
an Offer with respect to an Offer to Purchase pursuant to paragraph (a), the 
Company will (i) to the extent then required to be repaid, pay in full all 
outstanding Senior Debt so as to permit the making of the Offer to Purchase 
or  (ii) obtain the requisite consents then required under the agreements 
governing any Senior Debt. The failure by the Company to satisfy either 
clause (i) or clause (ii) above shall not relieve the Company of its 
obligation to make an Offer to Purchase required by paragraph (a) of this 
Section 1017 in accordance with such paragraph.

SECTION 1018.  Provision of Financial Information.

                         So long as any of the Securities are Outstanding, 
and in addition to and without limitation of the Company's obligations 
pursuant to Section 704, whether or not the Company is subject to Section 
13(a) or 15(d) of the Exchange Act, the Company shall file with the 
Commission the annual reports, quarterly reports and other documents that the 
Company would have been required to file with the Commission pursuant to such 
Sections 13(a) and 15(d) of the Exchange Act if the Company were so subject, 
such documents to be filed with the Commis sion 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; provided 
that the Commission permits such filing.  The Company shall also in any event 
(x) within 15 days of each Required Filing Date (i) transmit by mail to all 
Holders, as their names and addresses appear in the Security Register, 
without cost to such Holders and (ii) file with the Trustee copies of the 
annual reports, quarterly reports and other documents which the Company would 
have been required to file with the Commission pursuant to Section 13(a) and 
15(d) of the Exchange Act if the Company were subject to such Sections and 
(y) if filing such documents by the Company with the Commission is not per 
mitted under the Exchange Act, promptly upon written request supply copies of 
such documents to any prospective Holder.


SECTION 1019.  Statement by Officers as to Default.

                         (a)  The Company will deliver to the Trustee, within 
120 days after the end of each fiscal year of the 

                                         -94-


<PAGE>


Company ending after the date hereof, an Officers' Certificate, stating 
whether or not to the best knowledge of the signers thereof the Company is in 
default in the performance and observance of any of the terms, provisions and 
conditions of Sections 1004 to 1018, inclusive, and if the Company shall be 
in default, specifying all such defaults and the nature and status thereof of 
which they may have knowledge.

                         (b)  The Company shall deliver to the Trustee, as 
soon as possible and in any event within 10 days after the Company becomes 
aware of the occurrence of an Event of Default or an event which, with notice 
or the lapse of time or both, would constitute an Event of Default, an 
Officers' Certificate setting forth the details of such Event of Default or 
default and the action which the Company proposes to take with respect 
thereto.


SECTION 1020.  Waiver of Certain Covenants.

                         The Company may omit in any particular instance to 
comply with any covenant or condition set forth in Sections 1004 to 1017, 
inclusive, if before or after the time for such compliance the Holders of at 
least a majority in principal amount of the Outstanding Securities shall, by 
Act of such Holders, either waive such compliance in such instance or 
generally waive compliance with such covenant or condition, but no such 
waiver shall extend to or affect such covenant or condition except to the 
extent so expressly waived, and, until such waiver shall become effective, 
the obligations of the Company and the duties of the Trustee in respect of 
any such covenant or condition shall remain in full force and effect.


                                    ARTICLE ELEVEN

                               Redemption of Securities

SECTION 1101.  Right of Redemption.

                         (a)  The Securities may be redeemed at the election 
of the Company from time to time in the event that on or before April 1, 2002 
the Company receives net proceeds from any Major Asset Disposition or sale of 
its Capital Stock (other than Disqualified Stock) in one or more offerings, 
in which case the Company may, at its option and from time to time, use all 
or a portion of any such net proceeds to redeem Securities in a principal 
amount of up to aggregate amount of $75,000,000; provided, however, that 

                                         -95-


<PAGE>


Securities in an amount equal to at least $75,000,000 remain outstanding 
after each such redemption.  Any such redemption must occur on a Redemption 
Date within 90 days of any such sale at a Redemption Price of 112.75% of the 
principal amount of the Securities plus accrued interest to but excluding the 
Redemption Date (subject to the right of Holders of record on the relevant 
Regular Record Date to receive interest due on an Interest Payment Date that 
is on or prior to the Redemption Date).

                         (b)  In addition, the Securities may be redeemed at 
the election of the Company, as a whole or from time to time in part, at any 
time on or after April 1, 2002, at the Redemption Prices specified in the 
form of Security hereinbefore set forth, together with accrued interest to 
the Redemption Date.


SECTION 1102.  Applicability of Article.

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


SECTION 1103.  Election to Redeem; Notice to Trustee.

                         The election of the Company to redeem any Securities 
pursuant to Section 1101 shall be evidenced by a Board Resolution.  In case 
of any redemption at the election of the Company of the Securities, the 
Company shall, at least 45 days prior to the Redemption Date fixed by the 
Company (unless a shorter notice shall be satisfactory to the Trustee), 
notify the Trustee in writing of such Redemption Date and of the principal 
amount of Securities to be redeemed.


SECTION 1104.  Securities to Be Redeemed Pro Rata.

                         If less than all the Securities are to be redeemed 
in any redemption, the Securities to be redeemed shall be selected from the 
Outstanding Securities not previously called for redemption, not more than 60 
days prior to the Redemption Date by the Trustee pro rata, by lot or by such 
other method as the Trustee shall deem fair and appropriate and which may 
provide for the selection for redemption of portions (equal to $1,000 or any 
integral multiple thereof) of the principal amount of Securities of a 
denomination larger than $1,000.

                                         -96-


<PAGE>


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

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


SECTION 1105.  Notice of Redemption.

                         Notice of redemption shall be given by first-class 
mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to 
the Redemption Date, to each Holder of Securities to be redeemed, at his 
address appearing in the Security Register.

                         All notices of redemption shall identify the 
Securities to be redeemed (including CUSIP numbers) and shall state:

                         (1)  the Redemption Date,

                         (2)  the Redemption Price,

                         (3)  whether the redemption is being made pursuant to
                    Section 1101(a) or (b) and, if being made pursuant to
                    either Section 1101(a), a brief statement setting forth the
                    Company's right to effect such redemption and the Company's
                    basis therefor,

                         (4)  if less than all the Outstanding Securities are
                    to be redeemed, the identification (and, in the case of
                    partial redemption of any Securities, the principal
                    amounts) of the particular Securities to be redeemed,

                         (5)  that on the Redemption Date the Redemption Price
                    will become due and payable upon each such Security to be
                    redeemed and that interest thereon will cease to accrue on
                    and after said date,

                         (6)  the place or places where such Securities are to
                    be surrendered for payment of the Redemption Price, and

                                         -97-


<PAGE>


                         (7)  that in the case that a Security is only redeemed
                    in part, the Company shall execute and the Trustee shall
                    authenticate and deliver to the Holder of such Security
                    without service charge, a new Security or Securities in an
                    aggregate amount equal to the unredeemed portion of the
                    Security.

                         Notice of redemption of Securities to be redeemed at 
the election of the Company shall be given by the Company or, at the 
Company's request, by the Trustee in the name and at the expense of the 
Company.


SECTION 1106.  Deposit of Redemption Price.

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


SECTION 1107.  Securities Payable on Redemption Date.

                         Notice of redemption having been given as aforesaid, 
the Securities so to be redeemed shall, on the Redemption Date, become due 
and payable at the Redemption Price therein specified, and from and after 
such date (unless the Company shall default in the payment of the Redemption 
Price and accrued interest) such Securities shall cease to bear interest.  
Upon surrender of any such Security for redemption in accordance with said 
notice, such Security shall be paid by the Company at the Redemption Price, 
together with accrued interest to the Redemption Date; provided, however, 
that installments of interest whose Stated Maturity is on or prior to the 
Redemption Date shall be payable to the Holders of such Securities, or one or 
more Predecessor Securities, registered as such at the close of business on 
the relevant Record Dates according to their terms and the provisions of 
Section 307.

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

                                         -98-


<PAGE>


SECTION 1108.  Securities Redeemed in Part.

                         Any Security which is to be redeemed only in part 
shall be surrendered at an office or agency of the Company designated for 
that purpose pursuant to Section 1002 (with, if the Company or the Trustee so 
requires, due endorsement by, or a written instrument of transfer in form 
satisfactory to the Company and the Trustee duly executed by, the Holder 
thereof or his attorney duly authorized in writing), and the Company shall 
execute, and the Trustee shall authenticate and deliver to the Holder of such 
Security without service charge, a new Security or Securities of like tenor, 
of any authorized denomination as requested by such Holder, in aggregate 
principal amount equal to and in exchange for the unredeemed portion of the 
principal of the Security so surrendered.



                                    ARTICLE TWELVE

                             Subordination of Securities

SECTION 1201.  Securities Subordinate to Senior Debt.

                         The Company covenants and agrees, and each Holder of 
a Security, by his acceptance thereof, likewise covenants and agrees, that, 
to the extent and in the manner hereinafter set forth in this Article, the 
indebtedness repre sented by the Securities and the payment of the principal 
of (and premium, if any) and interest on each and all of the Securities are 
hereby expressly made subordinate and subject in right of payment to the 
prior payment in full of all Senior Debt.


SECTION 1202.  Payment Over of Proceeds Upon
               Dissolution, Etc.            

                         In the event of (a) any insolvency or bankruptcy 
case or proceeding, or any receivership, liquidation, reorganization or other 
similar case or proceeding in connection therewith, relative to the Company 
or to its creditors, as such, or to its assets, or (b) any liquidation, 
dissolution or other winding up of the Company, whether voluntary or 
involuntary and whether or not involving insolvency or bankruptcy, or (c) any 
assignment for the benefit of creditors or any other marshalling of assets 
and liabilities of the Company, then and in any such event specified in (a), 
(b) or (c) above (each such event, if any, herein sometimes referred to as a 
"Proceeding") the holders of Senior Debt 

                                         -99-


<PAGE>


shall be entitled to receive payment in full of all amounts due or to become 
due on or in respect of all Senior Debt, or provision shall be made for such 
payment in cash or cash equivalents or otherwise in a manner satisfactory to 
the holders of Senior Debt, before the Holders of the Securities are entitled 
to receive any payment or distribution of any kind or character, whether in 
cash, property or securities (including any payment or distribution which may 
be payable or deliverable by reason of the payment of any other Debt of the 
Company subordinated to the payment of the Securities, such payment or 
distribution being hereinafter referred to as a "Junior Subordinated 
Payment"), on account of principal of (or premium, if any) or interest on the 
Securities or on account of purchase or other acquisition of Securities by 
the Company or any Subsidiary (all such payments, distributions, purchases 
and acquisitions herein referred to individually and collectively, as a 
"Securities Payment"), and to that end the holders of Senior Debt shall be 
entitled to receive, for application to the payment thereof, any payment or 
distribution of any kind or character, whether in cash, property or 
securities which may be payable or deliverable in respect of the Securities 
in any such Proceeding.

                         In the event that, notwithstanding the foregoing 
provisions of this Section, the Trustee or the Holder of any Security shall 
have received any payment or distribution of assets of the Company of any 
kind or character, whether in cash, property or securities, then and in such 
event such payment or distribution shall be paid over or delivered forthwith 
to the trustee in bank ruptcy, receiver, liquidating trustee, custodian, 
assignee, agent or other Person making payment or distribution of assets of 
the Company for application to the payment of all Senior Debt remaining 
unpaid, to the extent necessary to pay all Senior Debt in full in cash or 
cash equivalents, after giving effect to any concurrent payment or 
distribution to or for the holders of Senior Debt unless the Trustee shall 
have knowledge, as provided in Section 1209, that the Senior Debt has been 
paid in full or payment provided for in cash or cash equivalents or otherwise 
in a manner satisfactory to the holder of Senior Debt.

                         For purposes of this Article only, the words "cash, 
property or securities" shall not be deemed to include a payment or 
distribution of stock or securities of the Company provided for by a plan of 
reorganization or read justment or of any other corporation provided for by 
such plan of reorganization or readjustment which stock or securities are 
subordinated in right of payment to all then outstanding Senior Debt to 
substantially the same extent as the Securities are so subordinated as 
provided in this 

                                        -100-


<PAGE>


Article (any such stock or securities hereinafter called "Subordinated 
Consideration").  The consolidation of the Company with, or the merger of the 
Company into, another Person or the liquidation or dissolution of the Company 
following the conveyance or transfer of its properties and assets 
substantially as an entirety to another Person upon the terms and conditions 
set forth in Article Eight shall not be deemed a Proceeding for the purposes 
of this Section if the Person formed by such consolidation or into which the 
Company is merged or the Person which acquires by conveyance or transfer such 
properties and assets substantially as an entirety, as the case may be, 
shall, as a part of such consolidation, merger, conveyance or transfer, 
comply with the conditions set forth in Article Eight.

SECTION 1203.  No Payment When Senior Debt in
               Default.                      

                         In the event that any Senior Payment Default (as 
defined below) shall have occurred and be continuing, then no Securities 
Payment (other than in Subordinated Consideration) shall be made unless and 
until such Senior Payment Default shall have been cured or waived or shall 
have ceased to exist or all amounts then due and payable in respect of Senior 
Debt shall have been paid in full, or provision shall have been made for such 
payment in cash or cash equivalents or otherwise in a manner satisfactory to 
the holders of Senior Debt. "Senior Payment Default" means any default in the 
payment of principal of (or premium, if any) or interest with respect to the 
Senior Debt when due, whether at the Stated Maturity of any such payment or 
by declaration of acceleration, call for redemption or otherwise.

                         In the event that any Senior Nonmonetary Default (as 
defined below) shall have occurred and be continuing, then, upon the receipt 
by the Company and the Trustee of written notice of such Senior Nonmonetary 
Default from the Agent Bank for the Senior Loan Agreement (or any successor 
credit facility) or such other holder of Senior Debt as the Company shall 
have designated in an Officers' Certificate delivered to the Trustee (the 
"Designated Senior Debt"), no Securities Payment (other than in Subordinated 
Consideration) shall be made during the period (the "Payment Blockage 
Period") commencing on the date of such receipt of such written notice and 
ending on the earlier of (i) the date on which such Senior Nonmonetary 
Default shall have been cured or waived or shall have ceased to exist and any 
acceleration of Senior Debt shall have been rescinded or annulled or the 
Senior Debt to which such Senior Nonmonetary

                                        -101-


<PAGE>


 Default relates shall have been discharged or (ii) the 179th day after the 
date of such receipt of such written notice; provided, however, that no more 
than one Payment Blockage Period may be commenced with respect to the 
Securities during any 360-day period and there shall be a period of at least 
181 consecutive days in each such 360-day period when no Payment Blockage 
Period is in effect.  For all purposes of this paragraph, no Senior 
Nonmonetary Default that existed or was continuing on the date of 
commencement of any Payment Blockage Period shall be, or be made, the basis 
for the commencement of a subsequent Payment Blockage Period by holders of 
Senior Debt or their representatives unless such Senior Nonmonetary Default 
shall have been cured or waived for a period of not less than 90 consecutive 
days.  "Senior Nonmonetary Default" means the occurrence or existence of any 
event, circumstance, condition or state of facts that, by the terms of any 
instrument pursuant to which any Senior Debt is outstanding, permits one or 
more holders of such Senior Debt (or a trustee or agent on behalf of the 
holders thereof) then to declare such Senior Debt due and payable prior to 
the date on which it would otherwise become due and payable, other than a 
Senior Payment Default.

                         In the event that, notwithstanding the foregoing, 
the Company shall make any payment to the Trustee or any Holder prohibited by 
the foregoing provi sions of this Section, and if such fact shall, at or 
prior to the time of such payment, have been made known to the Trustee as 
provided in Section 1209 or, as the case may be, such Holder, then and in 
such event such payment shall be paid over and delivered forthwith to the 
Company.

                         The provisions of this Section shall not apply to 
any payment with respect to which Section 1202 would be applicable.


SECTION 1204.  Payment Permitted If No Default.

                         Nothing contained in this Article or elsewhere in 
this Indenture or in any of the Securities shall prevent (a) the Company, at 
any time except during the pendency of any Proceeding referred to in Section 
1202 or under the conditions described in Section 1203, from making 
Securities Payments, or (b) the application by the Trustee of any money 
deposited with it hereunder to Securities Payments or the retention of such 
payment by the Holders, if, at the time of such application by the Trustee, 
it did not have knowledge that such payment would have been prohibited by the 
provisions of this Article.



                                        -102-


<PAGE>


SECTION 1205.  Subrogation to Rights of Holders
               of Senior Debt.                 

                         Subject to the payment in full of all amounts due or 
to become due on or in respect of Senior Debt, or provision being made for 
such payment in cash or cash equivalents or otherwise in a manner 
satisfactory to the holders of Senior Debt, the Holders of the Securities 
shall be subrogated to the rights of the holders of such Senior Debt to 
receive payments and distributions of cash, property and securities 
applicable to the Senior Debt until the principal of (and premium, if any) 
and interest on the Securities shall be paid in full.  For purposes of such 
subrogation, no payments or distributions to the holders of the Senior Debt 
of any cash, property or securities to which the Holders of the Securities or 
the Trustee would be entitled except for the provisions of this Article, and 
no payments over pursuant to the provisions of this Article to the holders of 
Senior Debt by Holders of the Securities or the Trustee, shall, as among the 
Company, its creditors other than holders of Senior Debt and the Holders of 
the Securities, be deemed to be a payment or distribution by the Company to 
or on account of the Senior Debt.


SECTION 1206.  Provisions Solely to Define Relative Rights.

                         The provisions of this Article are and are intended 
solely for the purpose of defining the relative  rights of the Holders on the 
one hand and the holders of Senior Debt on the other hand.  Nothing contained 
in this Article or elsewhere in this Indenture or in the Securities is 
intended to or shall (a) impair, as among the Company, its creditors other 
than holders of Senior Debt and the Holders of the Securities, the obligation 
of the Company, which is absolute and unconditional (and which, subject to 
the rights under this Article of the holders of Senior Debt, is intended to 
rank equally with all other general obligations of the Company) to pay to the 
Holders of the Securities the principal of (and premium, if any) and interest 
on the Securities as and when the same shall become due and payable in 
accordance with their terms; or (b) affect the relative rights against the 
Company of the Holders of the Securities and creditors of the Company other 
than the holders of Senior Debt; or (c) prevent the Trustee or the Holder of 
any Security from exercising all remedies otherwise permitted by applicable 
law upon default under this Indenture, subject to the rights, if any, under 
this Article of the holders of Senior Debt to receive cash, property and 
securities otherwise payable or deliverable to the Trustee or such Holder.

                                        -103-


<PAGE>


SECTION 1207.  Trustee to Effectuate Subordination.

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


SECTION 1208.  No Waiver of Subordination Provisions.

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

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


SECTION 1209.  Notice to Trustee.

                         The Company shall give prompt written notice to the 
Trustee of any fact known to the Company which would prohibit the making of 
any payment to or by the Trustee in respect of the Securities.  
Notwithstanding the provisions of this Article or any other provision of this 
Indenture,

                                        -104-


<PAGE>


 the Trustee shall not be charged with knowledge of the existence of any 
facts which would prohibit the making of any payment to or by the Trustee in 
respect of the Securities, unless and until the Trustee shall have received 
written notice thereof from the Company or a holder of Senior Debt or from 
any trustee therefor; and, prior to the receipt of any such written notice, 
the Trustee, subject to the provisions of Section 601, shall be entitled in 
all respects to assume that no such facts exist; provided, however, that if a 
Responsible Officer of the Trustee shall not have received, at least three 
Business Days prior to the date upon which by the terms hereof any such money 
may become payable for any purpose, the notice with respect to such money 
provided for in this Section 1209, then, anything herein contained to the 
contrary notwithstanding, the Trustee shall have full power and authority to 
receive such money and to apply the same to the purpose for which such money 
was received and shall not be affected by any notice to the contrary which 
may be received by it within three Business Days prior to such date.

                         Subject to the provisions of Section 601, the 
Trustee shall be entitled to rely on the delivery to it of a written notice 
by a Person representing himself to be a holder of Senior Debt (or a trustee 
therefor); provided, however, that failure to give such notice to the Company 
shall not affect in any way the ability of the Trustee to rely on such 
notice.  In the event that the Trustee determines in good faith that further 
evidence is required with respect to the right of any Person as a holder of 
Senior Debt to participate in any payment or distribution pursuant to this 
Article, the Trustee may request such Person to furnish evidence to the 
reasonable satisfaction of the Trustee as to the amount of Senior Debt held 
by such Person, the extent to which such Person is entitled to participate in 
such payment or distribution and any other facts pertinent to the rights of 
such Person under this Article, and if such evidence is not furnished, the 
Trustee may defer any payment to such Person pending judicial determination 
as to the right of such Person to receive such payment.


SECTION 1210.  Reliance on Judicial Order or Certificate
               of Liquidating Agent.                    

                         Upon any payment or distribution of assets of the 
Company referred to in this Article, the Trustee, subject to the provisions 
of Section 601, and the Holders of the Securities shall be entitled to rely 
upon any order or decree entered by any court of competent jurisdiction in 
which such 

                                        -105-


<PAGE>


Proceeding, or a certificate of the trustee in bankruptcy, receiver, 
liquidating trustee, custodian, assignee for the benefit of creditors, agent 
or other Person making such payment or distribution, delivered to the Trustee 
or to the Holders of Securities, for the purpose of ascertaining the Persons 
entitled to participate in such payment or distribution, the holders of the 
Senior Debt and other indebtedness of the Company, the amount thereof or 
payable thereon, the amount or amounts paid or distributed thereon and all 
other facts pertinent thereto or to this Article.


SECTION 1211.  Trustee Not Fiduciary for Holders of
               Senior Debt.                        

                         With respect to the holders of Senior Debt, the 
Trustee undertakes to perform or to observe only such of its covenants and 
obligations as are specifically set forth in this Article, and no implied 
covenants or obligations with respect to the holders of Senior Debt, shall be 
read into this Indenture against the Trustee.  The Trustee shall not be 
deemed to owe any fiduciary duty to the holders of Senior Debt and shall not 
be liable to any such holders if it shall in good faith mistakenly pay over 
or distribute to Holders of Securities or to the Company or to any other 
Person cash, property or securities to which any holders of Senior Debt shall 
be entitled by virtue of this Article or otherwise.


SECTION 1212.  Rights of Trustee as Holder of Senior
               Debt; Preservation of Trustee's Rights.

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

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


SECTION 1213.  Article Applicable to Paying Agents.

                         In case at any time any Paying Agent other than the 
Trustee shall have been appointed by the Company and be then acting 
hereunder, the term "Trustee" as used in this Article shall in such case 
(unless the context otherwise requires) be construed as extending to and 
including such 

                                        -106-


<PAGE>


Paying Agent within its meaning as fully for all intents and purposes as if 
such Paying Agent were named in this Article in addition to or in place of 
the Trustee; provided, however, that Section 1212 shall not apply to the 
Company or any Affiliate of the Company if it or such Affiliate acts as 
Paying Agent.


SECTION 1214.  Defeasance of this Article Twelve.

                         The subordination of the Securities provided by this 
Article Twelve is expressly made subject to the provisions for defeasance or 
covenant defeasance in Article Thirteen hereof and, anything herein to the 
contrary notwithstanding, upon the effectiveness of any such defeasance or 
covenant defeasance, the Securities then outstanding shall thereupon cease to 
be subordinated pursuant to this Article Twelve.



                                   ARTICLE THIRTEEN

                          Defeasance and Covenant Defeasance

SECTION 1301.  Company's Option to Effect Defeasance or
               Covenant Defeasance.                    

                         The Company may at its option by Board Resolution, 
at any time (subject to 10-day prior written notification to the Trustee), 
elect to have either Section 1302 or Section 1303 applied to the Outstanding 
Securities upon compliance with the conditions set forth below in this 
Article Thirteen.


SECTION 1302.  Defeasance and Discharge.

                         Upon the Company's exercise of the option provided 
in Section 1301 applicable to this Section, the Company  shall be deemed to 
have been discharged from its obligations with respect to the Outstanding 
Securities on the date the conditions set forth below are satisfied 
(hereinafter, "defeasance").  For this purpose, such defeasance means that 
the Company shall be deemed to have paid and discharged the entire 
indebtedness represented by the Outstanding Securities and to have satisfied 
all its other obligations under such Securities and this Indenture insofar as 
such Securities are concerned (and the Trustee, at the expense of the 
Company, shall execute proper instruments acknowledging the same), except for 
the following which shall survive until 

                                        -107-


<PAGE>


otherwise terminated or discharged hereunder:  (A) the rights of Holders of 
Outstanding Securities to receive, solely from the trust fund described in 
Section 1304 and as more fully set forth in such Section, payments in respect 
of the principal of (and premium, if any) and interest on such Securities 
when such payments are due, (B) the Company's obligations with respect to 
such Securities under Sections 304, 305, 306, 1002 and 1003, (C) the rights, 
powers, trusts, duties and immunities of the Trustee hereunder and (D) this 
Article Thirteen. Subject to compliance with this Article Thirteen, the 
Company may exercise its option under this Section 1302 notwithstanding the 
prior exercise of its option under Section 1303.


SECTION 1303.  Covenant Defeasance.

                         Upon the Company's exercise of the option provided 
in Section 1301 applicable to this Section (i) the Company shall be released 
from its obligations under Sections 1005 through 1018, inclusive, and Clauses 
(3) and (4) of Section 801, (ii) the occurrence of an event specified in 
Sections 501(3), 501(4) (with respect to Clauses (3) and (4)  of Section 801 
and Sections 1005 through 1018, inclusive), 501(5) and 501(6) shall not be 
deemed to be an Event of Default and (iii) the provisions of Article Twelve 
shall cease to be effective, on and after the date the conditions set forth 
below are satisfied (hereinafter, "covenant defeasance").  For this purpose, 
such covenant defeasance means that the Company may omit to comply with and 
shall have no liability in respect of any term, condition or limitation set 
forth in any such Section or Article, whether directly or indirectly by 
reason of any reference elsewhere herein to any such Section or Article or by 
reason of any reference in any such Section or Article to any other provision 
herein or in any other document, but the remainder of this Indenture and such 
Securities shall be unaffected thereby.


SECTION 1304.  Conditions to Defeasance or
                              Covenant Defeasance.       

                         The following shall be the conditions to application 
of either Section 1302 or Section 1303 to the Outstanding Securities:

                         (1)  The Company shall irrevocably have deposited or
                    caused to be deposited with the Trustee (or another trustee
                    satisfying the requirements of Section 609 who shall agree
                    to comply with the provisions of this Article Thirteen
                    applicable to it) as trust funds in 

                                        -108-


<PAGE>


                    trust for the purpose of making the following payments,
                    specifically pledged as security for, and dedicated solely
                    to, the benefit of the Holders of such Securities, (A)
                    money in an amount, or (B) U.S. Government Obligations which
                    through the scheduled payment of principal and interest in
                    respect thereof in accordance with their terms will
                    provide, not later than one day before the due date of any
                    payment, money in an amount, or (C) a combination thereof,
                    sufficient, in the opinion of a nationally recognized
                    accounting firm expressed in a written certification
                    thereof delivered  to the Trustee, to pay and discharge,
                    and which shall be applied by the Trustee (or other
                    qualifying trustee) to pay and discharge, the principal of,
                    premium, if any, and each installment of interest on the
                    Securities on the Stated Maturity of such principal or
                    installment of interest on the day on which such payments
                    are due and payable in accordance with the terms of this
                    Indenture and of such Securities.  For this purpose, "U.S.
                    Government Obligations" means securities that are (x)
                    direct obligations of the United States of America for the
                    payment of which its full faith and credit is pledged or
                    (y) obligations of a Person controlled or supervised by and
                    acting as an agency or instrumentality of the United States
                    of America the payment of which is unconditionally
                    guaranteed as a full faith and credit obligation by the
                    United States of America, which, in either case, are not
                    callable or redeemable at the option of the issuer thereof,
                    and shall also include a depository receipt issued by a
                    bank (as defined in Section 3(a)(2) of the Securities Act)
                    as custodian with respect to any such U.S.  Government
                    Obligation or a specific payment of principal of or
                    interest on any such U.S. Government Obligation held by
                    such custodian for the account of the holder of such
                    depository receipt; provided that (except as required by
                    law) such custodian is not authorized to make any deduction
                    from the amount payable to the holder of such depository
                    receipt from any amount received by the custodian in
                    respect of the U.S. Government Obligation or the specific
                    payment of principal of or interest on the U.S. Government
                    Obligation evidenced by such depository receipt.

                         (2)  No Event of Default or event which with notice or
                    lapse of time or both would become an Event of Default
                    shall have occurred and be continuing on the date of such
                    deposit or, insofar as subsections 501(8) and (9) are
                    concerned, at any time during the period ending on the 91st
                    day after the date of such deposit 

                                        -109-


<PAGE>


                    (it being understood that this condition shall not be
                    deemed satisfied until the expiration of such period).

                         (3)  Such defeasance or covenant defeasance shall not
                    cause the Trustee to have a conflicting interest as defined
                    in Section 608 and for purposes of the Trust Indenture Act
                    with respect to any securities of the Company.

                         (4)  Such defeasance or covenant defeasance shall not
                    result in a breach or violation of, or constitute a default
                    under, this Indenture or any other agreement or instrument
                    to which the Company is a party or by which it is bound.

                         (5)  The Company shall have delivered to the Trustee
                    an Officers' Certificate and an Opinion of Counsel, each
                    stating that all conditions precedent provided for relating
                    to either the defeasance under Section 1302 or the covenant
                    defeasance under Section 1303 (as the case may be) have
                    been complied with.

                         (6)  In the case of an election under Section 1302,
                    the Company shall have delivered to the Trustee an Opinion
                    of Counsel stating that (x) the Company has received from,
                    or there has been published by, the Internal Revenue
                    Service a ruling, or (y) since the date of this Indenture
                    there has been a change in the applicable Federal income
                    tax law, in either case to the effect that, and based
                    thereon such opinion shall confirm that, the Holders of the
                    Outstanding Securities will not recognize income, 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 amounts, in the same manner
                    and at the same times as would have been the case if such
                    deposit, defeasance and discharge had not occurred.

                         (7)  In the case of an election under Section 1303,
                    the Company shall have delivered to the Trustee an Opinion
                    of Counsel to the effect that the Holders of the
                    Outstanding Securities will not recognize income, 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 amounts, in the same manner
                    and at the same times as would have been the case if such
                    covenant defeasance had not occurred.

                                        -110-


<PAGE>


                         (8)  The Company shall have delivered to the Trustee
                    an Opinion of Counsel to the effect that such deposit and
                    defeasance or covenant defeasance shall not result in the
                    trust arising from such deposit constituting an investment
                    company as defined in the Investment Company Act of 1940,
                    as amended, or such trust shall be qualified under such act
                    or exempt from regulation thereunder.

                         (9)  At the time of such deposit:  (A) no default in
                    the payment of all or a portion of principal of (or
                    premium, if any) or interest on any Senior Debt shall have
                    occurred and be continuing, and no event of default with
                    respect to any Senior Debt shall have occurred and be
                    continuing and shall have resulted in such Senior Debt
                    becoming or being declared due and payable prior to the
                    date on which it would otherwise have become due and
                    payable and (B) no other event of default with respect to
                    any Senior Debt shall have occurred and be continuing
                    permitting (after notice or the lapse of time, or both)
                    the holders of such Senior Debt (or a trustee on behalf of
                    the holders thereof) to declare such Senior Debt due and
                    payable prior to the date on which it would otherwise have
                    become due and payable, or, in the case of either Clause
                    (A) or Clause (B) above, each such default or event of
                    default shall have been cured or waived or shall have
                    ceased to exist.


SECTION 1305.  Deposited Money and U.S. Government
               Obligations to Be Held in Trust;
               Other Miscellaneous Provisions.    

                         Subject to the provisions of the last paragraph of 
Section 1003, all money and U.S. Government Obligations  (including the 
proceeds thereof) deposited with the Trustee (or other qualifying 
trustee--collectively, for purposes of this Section 1305, the "Trustee") 
pursuant to Section 1304 in respect of the Securities shall be held in trust 
and applied by the Trustee, in accordance with the provisions of such 
Securities and this Indenture, to the payment, either directly or through any 
Paying Agent (including the Company acting as its own Paying Agent) as the 
Trustee may determine, to the Holders of such Securities, of all sums due and 
to become due thereon in respect of principal (and premium, if any) and 
interest, but such money need not be segregated from other funds except to 
the extent required by law. 

                         The Company shall pay and indemnify the Trustee 
against any tax, fee or other charge imposed on or assessed 

                                        -111-


<PAGE>


against the U.S. Government Obligations deposited pursuant to Section 1304 or 
the principal and interest received in respect thereof other than any such 
tax, fee or other charge which by law is for the account of the Holders of 
the Out standing Securities.

                         Anything in this Article Thirteen to the contrary 
notwithstanding, the Trustee shall deliver or pay to the Company from time to 
time upon Company Request any money or U.S. Government Obligations held by it 
as provided in Sec tion 1304 which, in the opinion of a nationally recognized 
accounting firm expressed in a written certification thereof delivered to the 
Trustee, are in excess of the amount thereof which would then be required to 
be deposited to effect an equivalent defeasance or covenant defeasance.


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


                         This instrument may be executed in any number of 
counterparts, each of which so executed shall be deemed to be an original, 
but all such counterparts shall together constitute but one and the same 
instrument.

                                        -112-


<PAGE>


 
                         IN WITNESS WHEREOF, the parties hereto have caused 
this Indenture to be duly executed, and their respective corporate seals to 
be hereunto affixed and attested, all as of the day and year first above 
written.


                                        GRANITE BROADCASTING CORPORATION



                                        By /s/ LAWRENCE I. WILLS
                                          -----------------------------------
                                          Name:  Lawrence I. Wills
                                          Title: Vice President -- Finance
                                                 and Controller

                    [SEAL]

Attest:

/s/ JENNIFER A. CONWAY
---------------------------


                                        THE BANK OF NEW YORK, as Trustee


                                        By /s/ STEPHEN J. GIURLANDO
                                          -----------------------------------
                                          Name:  Stephen J. Giurlando
                                          Title: Assistant Vice President


                    [SEAL]

Attest:

/s/
---------------------------

<PAGE>


STATE OF NEW YORK  )   ss.:
COUNTY OF NEW YORK )

                         On the 31st day of January, 1997, before me 
personally came Larry I. Wills, to me known, who, being by me duly 
                --------------
sworn, did depose and say that he is the 
Vice President--Finance and Controller of Granite 
-------------------------------------
Broadcasting Corporation, one of the corporations described in and which 
executed the foregoing instrument; that he knows the seal of said 
corporation; that the seal affixed to said instrument is such corporate seal; 
that it was so affixed by authority of the Board of Directors of said 
corporation; and that he signed his name thereto by like authority.



                                                 /s/ THERESA M. CEGLECKI
                                                 ----------------------------





STATE OF NEW YORK  )   ss.:
COUNTY OF NEW YORK )


                         On the 31st day of January, 1997, before me 
personally came Stephen J. Giurlando, to me known, who, being by me 
                --------------------
duly sworn, did depose and say that he is a 
Assistant Vice President of The Bank of New 
------------------------
York, one of the corporations described in and which executed the foregoing 
instrument; that he knows the seal of said corporation; that the seal affixed 
to said instrument is such corporate seal; that it was so affixed by 
authority of the By-Laws of said corporation; and that he signed his name 
thereto by like authority.


                                                 /s/ WILLIAM J. CASSELS
                                                 ----------------------------