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                                                                  EXECUTION COPY








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                          LENFEST COMMUNICATIONS, INC.,
                                     Issuer




                    8 1/4% Senior Subordinated Notes due 2008







                                    INDENTURE



                          Dated as of February 5, 1998








                              THE BANK OF NEW YORK,
                                     Trustee





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                                TABLE OF CONTENTS


                                 ARTICLE 1                 Page

                   Definitions and Incorporation by Reference


SECTION 1.01.     Definitions ............................ 1
SECTION 1.02.     Other Definitions ...................... 18
SECTION 1.03.     Incorporation by Reference of Trust
                    Indenture Act ........................ 18
SECTION 1.04.     Rules of Construction .................. 19


                                    ARTICLE 2

                                 The Securities


SECTION 2.01.     Form and Dating ........................ 19
SECTION 2.02.     Execution and Authentication ........... 20
SECTION 2.03.     Registrar and Paying Agent ............. 21
SECTION 2.04.     Paying Agent To Hold Money in Trust..... 21
SECTION 2.05.     Securityholder Lists ................... 22
SECTION 2.06.     Replacement Securities ................. 22
SECTION 2.07.     Outstanding Securities ................. 22
SECTION 2.08.     Temporary Securities ................... 23
SECTION 2.09.     Cancellation ........................... 23
SECTION 2.10.     Defaulted Interest ..................... 23
SECTION 2.11.     Record Date ............................ 25
SECTION 2.12.     CUSIP Numbers .......................... 25


                                    ARTICLE 3

                                   Redemption


SECTION 3.01.     Notices to Trustee ..................... 25
SECTION 3.02.     Selection of Securities To be
                     Redeemed ............................ 25
SECTION 3.03.     Notice of Redemption.................... 26
SECTION 3.04.     Effect of Notice of Redemption.......... 26
SECTION 3.05.     Deposit of Redemption
                     Price ............................... 26
SECTION 3.06.     Securities Redeemed in
                     Part ................................ 26




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                                    ARTICLE 4

                                    Covenants


SECTION 4.01.     Certain Covenants Suspended ............ 26
SECTION 4.02.     Payment of Securities .................. 28
SECTION 4.03.     SEC Reports ............................ 28
SECTION 4.04.     Limitation on Indebtedness ............. 29
SECTION 4.05.     Limitation on Restricted Payments ...... 29
SECTION 4.06.     Limitation on Transactions with
                     Affiliates........................... 30
SECTION 4.07.     Designation of Restricted and
                     Unrestricted Subsidiaries............ 31
SECTION 4.08.     Change of Control Offer ................ 32
SECTION 4.09.     Limitation on Layered
                     Indebtedness......................... 34
SECTION 4.10.     Limitation on Subordinated
                     Liens ............................... 34
SECTION 4.11.     Compliance Certificate ................. 35


                                    ARTICLE 5

                                Successor Company


SECTION 5.01.     When Company May Merge or Transfer
                     Assets .............................. 35

                                    ARTICLE 6

                              Defaults and Remedies


SECTION 6.01.     Events of Default ...................... 36
SECTION 6.02.     Acceleration ........................... 38
SECTION 6.03.     Other Remedies ......................... 39
SECTION 6.04.     Waiver of Past Defaults ................ 39
SECTION 6.05.     Control by Majority .................... 39
SECTION 6.06.     Limitation on Suits .................... 40
SECTION 6.07.     Rights of Holders To Receive Payment ... 40
SECTION 6.08.     Collection Suit by Trustee ............. 40
SECTION 6.09.     Trustee May File Proofs of Claim ....... 40
SECTION 6.10.     Priorities ............................. 41
SECTION 6.11.     Undertaking for Costs .................. 41
SECTION 6.12.     Waiver of Stay or Extension Laws ....... 42





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                                    ARTICLE 7

                                     Trustee


SECTION 7.01.     Duties of Trustee ...................... 42
SECTION 7.02.     Rights of Trustee ...................... 43
SECTION 7.03.     Individual Rights of Trustee ........... 44
SECTION 7.04.     Trustee's Disclaimer ................... 44
SECTION 7.05.     Notice of Defaults ..................... 44
SECTION 7.06.     Reports by Trustee to Holders .......... 44
SECTION 7.07.     Compensation and Indemnity ............. 45
SECTION 7.08.     Replacement of Trustee ................. 46
SECTION 7.09.     Successor Trustee by Merger ............ 47
SECTION 7.10.     Eligibility; Disqualification .......... 47
SECTION 7.11.     Preferential Collection of Claims
                     Against Company ..................... 47


                                    ARTICLE 8

                       Discharge of Indenture; Defeasance


SECTION 8.01.     Discharge of Liability on Securities;
                     Defeasance .......................... 48
SECTION 8.02.     Conditions to Defeasance ............... 49
SECTION 8.03.     Application of Trust Money ............. 50
SECTION 8.04.     Repayment to Company ................... 50
SECTION 8.05.     Indemnity for Government
                     Obligations ......................... 50
SECTION 8.06.  Reinstatement ............................. 50


                                    ARTICLE 9

                                   Amendments

SECTION 9.01.     Without Consent of Holders ............. 51
SECTION 9.02.     With Consent of Holders ................ 52
SECTION 9.03.     Compliance with Trust Indenture Act .... 53
SECTION 9.04.     Revocation and Effect of Consents
                     and Waivers ......................... 53
SECTION 9.05.     Notation on or Exchange of
                     Securities .......................... 54
SECTION 9.06.     Trustee To Sign Amendments ............. 54
SECTION 9.07.     Payment for Consent .................... 55





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                                   ARTICLE 10

                                  Subordination


SECTION 10.01.  Agreement To Subordinate ................. 55
SECTION 10.02.  Liquidation, Dissolution,
                     Bankruptcy .......................... 55
SECTION 10.03.  Default on Senior Indebtedness ........... 56
SECTION 10.04.  Acceleration of Payment of
                     Securities .......................... 57
SECTION 10.05.  When Distribution Must Be Paid Over ...... 57
SECTION 10.06.  Subrogation .............................. 57
SECTION 10.07.  Relative Rights .......................... 57
SECTION 10.08.  Subordination May Not Be Impaired
                     by Company .......................... 58
SECTION 10.09.  Rights of Trustee and Paying Agent ....... 58
SECTION 10.10.  Distribution or Notice to
                     Representative ...................... 59
SECTION 10.11.  Article 9 Not To Prevent Events of
                    Default of Limit Right To
                    Accelerate ........................... 59
SECTION 10.12.  Trust Moneys Not Subordinated ............ 59
SECTION 10.13.  Trustee Entitled To Rely ................. 59
SECTION 10.14.  Trustee To Effectuate Subordination ...... 60
SECTION 10.15.  Trustee Not Fiduciary for Holders
                     of Senior Indebtedness .............. 60
SECTION 10.16.  Reliance by Holders of Senior
                     Indebtedness on Subordination
                     Provisions .......................... 60


                                   ARTICLE 11

                                  Miscellaneous


SECTION 11.01.  Trust Indenture Act Controls ............. 61
SECTION 11.02.  Notices .................................. 62
SECTION 11.03.  Communication by Holders with Other
                     Holders ............................. 62
SECTION 11.04.  Certificate and Opinion as to
                     Conditions Precedent ................ 62
SECTION 11.05.  Statements Required in Certificate
                     or Opinion .......................... 63
SECTION 11.06.  Rules by Trustee, Paying Agent and
                    Registrar ............................ 63
SECTION 11.07.  Legal Holidays ........................... 63
SECTION 11.08.  Governing Law ............................ 63
SECTION 11.09.  No Recourse Against Others ............... 63
SECTION 11.10.  Successors ............................... 63



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SECTION 11.11.  Multiple Originals ....................... 63
SECTION 11.12.  Table of Contents; Headings .............. 63
SECTION 11.13.  Severability ............................. 64


Appendix A      -   Provisions Relating to Initial Securities and
                    Exchange Securities
Exhibit 1 to
Appendix A      -   Form of Initial Security

Exhibit A       -   Form of Exchange Security



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                                            INDENTURE dated as of February 5,
                         1998, between LENFEST COMMUNICATIONS, INC., a Delaware
                         corporation (the "Company"), and THE BANK OF NEW YORK,
                         a New York banking corporation (the "Trustee").


                    Each party agrees as follows for the benefit of the other
party and for the equal and ratable benefit of the Holders of the Company's 8
1/4% Senior Subordinated Notes due 2008 (the "Initial Securities") and, if and
when issued pursuant to a registered exchange for Initial Securities, the
Company's 8 1/4% Senior Subordinated Notes due 2008 (the "Exchange Securities"
and, together with the Initial Securities, the "Securities"):


                                    ARTICLE 1

                   Definitions and Incorporation by Reference

                    SECTION 1.01.  Definitions.

                    "Affiliate" of any specified Person means (i) any other
Person, directly or indirectly, controlling or controlled by or under direct or
indirect common control with such specified Person or (ii) any other Person who
is a director or officer (a) of such specified Person, (b) of any Subsidiary of
such specified Person or (c) of any Person described in clause (i) above. For
the purposes of this definition, "control" when used with respect to any Person
means the power to direct the management and policies of such Person, directly
or indirectly, whether through the ownership of voting securities, by contract
or otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing. For purposes of Section 4.06 only, "Affiliate"
shall also mean any beneficial owner of shares representing 10% or more of the
total voting power of the Capital Stock (on a fully diluted basis) of the
Company or of rights or warrants to purchase such Capital Stock (whether or not
currently exercisable) and any Person who would be an Affiliate of any such
beneficial owner pursuant to the first sentence hereof.

                    "Annualized Pro Forma EBITDA" means, with respect to any
Person, the product of such Person's Pro Forma EBITDA for the latest fiscal
quarter for which financial statements are available multiplied by four.

                    "Asset Sale" means the sale, transfer or other disposition
(other than to the Company or any of its Restricted Subsidiaries) in any single
transaction or series



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of related transactions of (a) any Capital Stock of or other equity interest in
any Restricted Subsidiary, (b) all or substantially all of the assets of the
Company or of any Restricted Subsidiary or (c) all or substantially all of the
assets of (1) a Company System or part thereof serving at least 50,000 basic
subscribers, (2) a division, (3) a line of business or (4) a comparable business
segment of the Company or any Restricted Subsidiary.

                    "Attributable Indebtedness" means Indebtedness deemed to be
incurred in respect of a Sale and Leaseback Transaction and shall be, at the
date of determination, the present value (discounted at the actual rate of
interest implicit in such transaction, compounded annually), of the total
obligations of the lessee for rental payments during the remaining term of the
lease included in such Sale and Leaseback Transaction (including any period for
which such lease has been extended).

                    "Bank Credit Facility" means the Senior Credit Facility
dated as of June 27, 1996, by and among the Company, the lenders thereto and The
Toronto-Dominion Bank, NationsBank of Texas, N.A. and PNC Bank, National
Association, as the same may be amended, refinanced or replaced from time to
time by a lender or syndicate of lenders.

                    "Bank Indebtedness" means the Indebtedness and all other
monetary obligations under the Bank Credit Facility.

                    "Board of Directors" means the Board of Directors of the
Company or any committee thereof duly authorized to act on behalf of such Board.

                    "Board Resolution" means a duly adopted resolution of the
Board of Directors in full force and effect at the time of determination and
certified as such by the Secretary or an Assistant Secretary of the Company.

                    "Business Day" means each day which is not a Legal Holiday
(as defined in Section 11.07).

                    "Capital Stock" means, with respect to any Person, any and
all shares or other equivalents (however designated) of corporate stock,
partnership interests or any other participation, right, warrant, option or
other interest in the nature of an equity interest in such Person, but excluding
any debt security convertible or exchangeable into such equity interest.




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                    "Capital Stock Sale Proceeds" means the aggregate Net Cash
Proceeds received by the Company from the issue or sale (other than to a
Subsidiary or an employee stock ownership plan or trust established by the
Company or any Subsidiary) by the Company of any class of its Capital Stock
(other than Redeemable Stock) after November 14, 1995.

                    "Capitalized Lease Obligations" means Indebtedness
represented by obligations under a lease that is required to be capitalized for
financial reporting purposes in accordance with GAAP and the amount of such
Indebtedness shall be the capitalized amount of such obligations determined in
accordance with GAAP.

                    "Change of Control" means such time as a "person" or "group"
(within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act), other
than one or more of the Permitted Holders and their Affiliates, becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) of more
than 50% of the total voting power required to elect or designate for election a
majority of the Company's Board of Directors and attaching to the then
outstanding voting Capital Stock of the Company.

                    "Change of Control Triggering Event" means, with respect to
the Securities, the occurrence of both a Change of Control and a Rating Decline
with respect to the Securities.

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

                    "Company" means the party named as such in this Indenture
until a successor replaces it and, thereafter, means the successor and, for
purposes of any provision contained herein and required by the TIA, each other
obligor on the indenture securities.

                    "Company System" means any cable television system owned by
the Company or any Restricted Subsidiary.

                    "Consolidated Interest Expense" means, for any Person, for
any period, the amount of interest in respect of Indebtedness (including
amortization of original issue discount, fees payable in connection with
financings, including commitment, availability and similar fees, and
amortization of debt issuance costs, non-cash interest payments on any
Indebtedness and the interest portion of any deferred payment obligation and
after taking into account the effect of elections made under, and the net costs
associated with, any Interest Rate Agreement, however



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denominated, with respect to such Indebtedness), the amount of Redeemable
Dividends, the amount of Preferred Stock dividends in respect of all Preferred
Stock of Restricted Subsidiaries held by Persons other than the Company or a
Restricted Subsidiary, commissions, discounts and other fees and charges owed
with respect to letters of credit and bankers' acceptance financing, and the
interest component of rentals in respect of any Capitalized Lease Obligation or
Sale and Leaseback Transaction paid, accrued or scheduled to be paid or accrued
by such Person during such period, determined on a consolidated basis in
accordance with GAAP. For purposes of this definition, interest on a Capitalized
Lease Obligation shall be deemed to accrue at an interest rate reasonably
determined by such Person to be the rate of interest implicit in such
Capitalized Lease Obligation in accordance with GAAP.

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



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

                    "Cumulative EBITDA" means at any date of determination the
cumulative EBITDA of the Company from and after September 30, 1995 to the end of
the fiscal quarter immediately preceding the date of determination or, if such
cumulative EBITDA for such period is negative, minus the amount by which such
cumulative EBITDA is less than zero.

                    "Cumulative Interest Expense" means at any date of
determination the aggregate amount of Consolidated Interest Expense paid,
accrued or scheduled to be paid or accrued by the Company from September 30,
1995 to the end of the fiscal quarter immediately preceding the date of
determination determined on a consolidated basis in accordance with GAAP.

                    "Default" means any event which is, or after notice or
passage of time or both would be, an Event of Default (as defined in Section
6.01).

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

                    "Designated Senior Indebtedness" means (i) the Bank
Indebtedness, (ii) the Company's 8-3/8% Senior Notes due 2005 and (iii) any
other Senior Indebtedness of the Company which, at the date of determination,
has an aggregate principal amount outstanding of, or under which, at the date of
determination, the holders thereof are committed to lend up to, at least $100
million and is specifically designated by the Company in the instrument
evidencing or governing such Senior Indebtedness as "Designated Senior
Indebtedness" for purposes of this Indenture.

                    "Dollar Equivalent" means, with respect to any
monetary amount in a currency other than U.S. dollars, at
any time for the determination thereof, the amount of U.S.
dollars obtained by converting such foreign currency



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involved in such computation into U.S. dollars at the spot rate for the purchase
of U.S. dollars with the applicable foreign currency as quoted by Bankers Trust
Company (or its successor) in New York City at approximately 11:00 a.m. (New
York time) on the date two Business Days prior to such determination.

                    "EBITDA" means, for any Person, for any period, an amount
equal to (A) the sum of (i) Consolidated Net Income for such period, plus (ii)
the provision for taxes for such period based on income or profits to the extent
such income or profits were included in computing consolidated net income and
any provision for taxes utilized in computing net loss under clause (i) hereof,
plus (iii) Consolidated Interest Expense for such period, plus (iv) depreciation
for such period on a consolidated basis, plus (v) amortization of intangibles
for such period on a consolidated basis, plus (vi) any other non-cash items
reducing consolidated net income for such period, minus (B) all non-cash items
increasing consolidated net income for such period, all for such Person and its
Subsidiaries determined in accordance with GAAP, except that with respect to the
Company each of the foregoing items shall be determined on a consolidated basis
with respect to the Company and its Restricted Subsidiaries only.

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

                    "Fair Market Value" means with respect to any Property, the
price which could be negotiated in an arm's- length free market transaction, for
cash, between a willing seller and a willing buyer, neither of whom is under
undue pressure or compulsion to complete the transaction. Fair Market Value will
be determined, except as otherwise provided, (i) if such Property has a Fair
Market Value of less than $5 million, by any Officer of the Company or (ii) if
such Property has a Fair Market Value in excess of $5 million, by a majority of
the Board of Directors and evidenced by a resolution, dated within 30 days of
the relevant transaction, of such Board of Directors delivered to the Trustee.

                    "GAAP" means generally accepted accounting principles in the
United States of America as in effect as of the Issue Date, including those set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as approved by a significant segment of the



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                                        7



accounting profession. All ratios and computations based on GAAP contained in
this Indenture shall be computed in conformity with GAAP consistently applied.

                    "Guarantee" means any obligation, contingent or otherwise,
of any Person directly or indirectly guaranteeing any Indebtedness of any Person
and any obligation, direct or indirect, contingent or otherwise, of such Person
(i) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness of such Person (whether arising by virtue of partnership
arrangements, or by agreements to keep-well, to purchase assets, goods,
securities or services, to take-or-pay or to maintain financial statement
conditions or otherwise) or (ii) entered into for the purpose of assuring in any
other manner the obligee of such Indebtedness or other obligation of the payment
thereof or to protect such obligee against loss in respect thereof (in whole or
in part); provided, however, that the term "Guarantee" shall not include
endorsements for collection or deposit in the ordinary course of business. The
term "Guarantee" used as a verb has a corresponding meaning.

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

                    "incur" means issue, assume, Guarantee, incur or otherwise
become liable for; provided, however, that any Indebtedness or Capital Stock of
a Person existing at the time such Person becomes a Subsidiary (whether by
merger, consolidation, acquisition or otherwise) shall be deemed to be incurred
by such Subsidiary at the time it becomes a Subsidiary. The terms "incurred",
"incurrence" and "incurring" shall each have a correlative meaning.

                    "Indebtedness" means (without duplication), with respect to
any Person, any indebtedness, secured or unsecured, contingent or otherwise,
which is for borrowed money (whether or not the recourse of the lender is to the
whole of the assets of such Person or only to a portion thereof), or evidenced
by bonds, notes, debentures or similar instruments or representing the balance
deferred and unpaid of the purchase price of any property (excluding any
balances that constitute customer advance payments and deposits, accounts
payable or trade payables, and other accrued liabilities arising in the ordinary
course of business) if and to the extent any of the foregoing indebtedness would
appear as a liability upon a balance sheet of such Person prepared in accordance
with GAAP, and shall also include, to the extent not otherwise included,



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                                        8



(i) any Capitalized Lease Obligations, (ii) Indebtedness of other Persons
secured by a Lien to which the property or assets owned or held by such Person
is subject, whether or not the obligation or obligations secured thereby shall
have been assumed (the amount of such Indebtedness being deemed to be the lesser
of the value of such property or assets or the amount of the Indebtedness so
secured), (iii) Guarantees of Indebtedness of other Persons, (iv) any Redeemable
Stock, (v) any Attributable Indebtedness, (vi) all obligations of such Person in
respect of letters of credit, bankers' acceptances or other similar instruments
or credit transactions (including reimbursement obligations with respect
thereto), other than obligations with respect to letters of credit securing
obligations (other than obligations described in this definition) entered into
in the ordinary course of business of such Person to the extent such letters of
credit are not drawn upon or, if and to the extent drawn upon, such drawing is
reimbursed no later than the third Business Day following receipt by such Person
of a demand for reimbursement following payment on the letter of credit, (vii)
in the case of the Company, Preferred Stock of its Restricted Subsidiaries and
(viii) obligations of any such Person under any Interest Rate Agreement
applicable to any of the foregoing. Notwithstanding the foregoing, Indebtedness
shall not include any interest or accrued interest until due and payable.

                    "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,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the TIA that are deemed to be a part of and govern
this instrument, and any such supplemental indenture, respectively.

                    "Independent Appraiser" means an investment banking firm of
national standing with non-investment grade debt underwriting experience or any
third party appraiser of national standing; provided, however, that such firm or
appraiser is not an Affiliate of the Company.

                    "Interest Rate Agreement" means, for any Person, any
interest rate swap agreement, interest rate cap agreement, interest rate collar
agreement or other similar agreement.

                    "Investment Grade Rating" means a rating equal
to or higher than Baa3 (or the equivalent) and BBB- (or the
equivalent) by Moody's Investors Service, Inc. (or any
successor to the rating agency business thereof) and



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                                        9



Standard & Poor's Ratings Group, a division of McGraw Hill,
Inc. (or any successor to the rating agency business
thereof), respectively.

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

                    "Lenfest Family" means collectively H. F. Lenfest and
members of his immediate family, any of their respective spouses, estates,
lineal descendants, heirs, executors, personal representatives, administrators,
trusts for any of their benefit and charitable foundations to which shares of
the Company's Capital Stock beneficially owned by any of the foregoing have been
transferred.

                    "Leverage Ratio" means the ratio of (i) the outstanding
Indebtedness of a Person and its Subsidiaries (or in the case of the Company,
its Restricted Subsidiaries) divided by (ii) the Annualized Pro Forma EBITDA of
such Person.

                    "Lien" means, with respect to any Property of any Person,
any mortgage or deed of trust, pledge, hypothecation, assignment, deposit
arrangement, security interest, lien, charge, easement (other than any easement
not materially impairing usefulness or marketability), encumbrance, preference,
priority, or other security agreement or preferential arrangement of any kind or
nature whatsoever on or with respect to such Property (including any Capitalized
Lease Obligation, conditional sale or other title retention agreement having
substantially the same economic effect as any of the foregoing or any Sale and
Leaseback Transaction).

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

                    "Officer" means the President, the Treasurer,
the Assistant Secretary, or any Executive Vice President or
Vice President of the Company.

                    "Officers' Certificate" means a certificate signed by two
Officers at least one of whom shall be the principal executive officer,
principal accounting officer, principal financial officer or Vice
President-Finance of the Company.



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                                       10



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

                    "pari passu", as applied to the ranking of any Indebtedness
of a Person in relation to other Indebtedness of such Person, means that each
such Indebtedness either (i) is not subordinate in right of payment to any
Indebtedness or (ii) is subordinate in right of payment to the same Indebtedness
as is the other, and is so subordinate to the same extent, and is not
subordinate in right of payment to each other or to any Indebtedness as to which
the other is not so subordinate.

                    "Permitted Holders" means the Lenfest Family and
Tele-Communications, Inc.

                    "Permitted Liens" means (i) Liens on the Property of the
Company or any Restricted Subsidiary existing on the Issue Date; (ii) Liens on
the Property of the Company or any Restricted Subsidiary to secure any
extension, renewal, refinancing, replacement or refunding (or successive
extensions, renewals, refinancings, replacements or refundings), in whole or in
part, of any Indebtedness secured by Liens referred to in any of clauses (i),
(vi) or (ix); provided, however, that any such Lien will be limited to all or
part of the same Property that secured the original Lien (plus improvements on
such Property) and the aggregate principal amount of Indebtedness that is
secured by such Lien will not be increased to an amount greater than the sum of
(A) the outstanding principal amount, or, if greater, the committed amount, of
the Indebtedness described under clauses (i), (vi) and (ix) at the time the
original Lien became a Permitted Lien under this Indenture and (B) an amount
necessary to pay any premiums, fees and other expenses incurred by the Company
in connection with such refinancing, refunding, extension, renewal or
replacement; (iii) Liens for taxes, assessments or governmental charges or
levies on the Property of the Company or any Restricted Subsidiary if the same
shall not at the time be delinquent or thereafter can be paid without penalty,
or are being contested in good faith and by appropriate proceedings; (iv) Liens
imposed by law, such as carriers', warehousemen's and mechanics' Liens and other
similar Liens on the Property of the Company or any Restricted Subsidiary
arising in the ordinary course of business which secure payment of obligations
not more than 60 days past due or are being contested in good faith and by
appropriate proceedings; (v) Liens on the Property of the Company or any
Restricted Subsidiary in favor of issuers of



<PAGE>


                                       11



performance bonds and surety or appeal bonds; (vi) Liens on Property at the time
the Company or any Restricted Subsidiary acquired such Property, including any
acquisition by means of a merger or consolidation with or into the Company or
such Restricted Subsidiary; provided, however, that such Lien shall not have
been incurred in anticipation or in connection with such transaction or series
of related transactions pursuant to which such Property was acquired by the
Company or such Restricted Subsidiary; (vii) other Liens on the Property of the
Company or any Restricted Subsidiary incidental to the conduct of their
respective businesses or the ownership of their respective Properties which were
not credited in connection with the incurrence of Indebtedness or the obtaining
of advances or credit and which do not in the aggregate materially detract from
the value of their respective Properties or materially impair the use thereof in
the operation of their respective businesses; (viii) pledges or deposits by the
Company or any Restricted Subsidiary under workmen's compensation laws,
unemployment insurance laws or similar legislation, or good faith deposits in
connection with bids, tenders, contracts (other than for the payment of
Indebtedness) or leases to which the Company or any Restricted Subsidiary is a
party, or deposits to secure public or statutory obligations of the Company or
any Restricted Subsidiary, or deposits for the payment of rent, in each case
incurred in the ordinary course of business, (ix) Liens on the Property of a
Person at the time such Person becomes a Restricted Subsidiary; provided,
however, that any such Lien may not extend to any other Property of the Company
or any Restricted Subsidiary; provided further, however, that any such Lien was
not incurred in anticipation of or in connection with the transaction or series
of related transactions pursuant to which such Person became a Restricted
Subsidiary or (x) utility easements, building restrictions and such other
encumbrances or charges against real property as are of a nature generally
existing with respect to properties of a similar character.

                    "Permitted Refinancing Indebtedness" means any renewals,
extensions, substitutions, refinancings or replacements of any Indebtedness,
including any successive extensions, renewals, substitutions, refinancings or
replacements so long as (i) the aggregate amount of Indebtedness represented
thereby is not increased by such renewal, extension, substitution, refinancing
or replacement, (ii) the average life and the date such Indebtedness is
scheduled to mature is not shortened and (iii) the new Indebtedness shall not be
senior in right of payment to the Indebtedness that is being extended, renewed,
substituted, refinanced or replaced.



<PAGE>


                                       12



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

                    "Preferred Stock" means any Capital Stock of a Person,
however designated, which entitles the holder thereof to a preference with
respect to dividends, distributions or liquidation proceeds of such Person over
the holders of other Capital Stock issued by such Person.

                    "principal" of a Security means the principal of the
Security plus the premium, if any, payable on the Secu rity which is due or
overdue or is to become due at the relevant time.

                    "pro forma" means, with respect to any calculation made or
required to be made pursuant to the terms hereof, a calculation in accordance
with Article 11 of Regulation S-X promulgated under the Securities Act (to the
extent applicable), as interpreted in good faith by the Board of Directors after
consultation with the independent certified public accountants of the Company,
or otherwise a calculation made in good faith by the Board of Directors after
consultation with the independent certified public accountants of the Company,
as the case may be.

                    "Pro Forma EBITDA" means for any Person, for any period, the
EBITDA of such Person as determined on a consolidated basis in accordance with
GAAP after giving effect to the following: (i) if, during or after such period,
such Person or any of its Subsidiaries shall have made any Asset Sale, Pro Forma
EBITDA of such Person and its Subsidiaries for such period shall be reduced by
an amount equal to the Pro Forma EBITDA (if positive) directly attributable to
the assets which are the subject of such Asset Sale for the period or increased
by an amount equal to the Pro Forma EBITDA (if negative) directly attributable
thereto for such period and (ii) if, during or after such period, such Person or
any of its Subsidiaries completes an acquisition of any Person or business which
immediately after such acquisition is a Subsidiary of such Person or whose
assets are held directly by such Person or a Subsidiary of such Person, Pro
Forma EBITDA shall be computed so as to give pro forma effect to the acquisition
of such Person or business; provided, however, that, with respect to the
Company, all of the foregoing references to "Subsidiary" or "Subsidiaries" shall
be deemed to refer only to the "Restricted Subsidiaries" of the Company.




<PAGE>


                                       13



                    "Property" means, with respect to any Person, any interest
of such Person in any kind of property or asset, whether real, personal or
mixed, or tangible or intangible, including Capital Stock in any other Person
(but excluding Capital Stock or other securities issued by such Person).

                    "Rating Agencies" mean Standard & Poor's Ratings
Group, a division of McGraw Hill, Inc., and Moody's
Investors Service, Inc. or any successor to the respective
rating agency businesses thereof.

                    "Rating Date" means the date which is 90 days prior to the
earlier of (i) a Change of Control and (ii) public notice of the occurrence of a
Change of Control or of the intention of the Company to effect a Change of
Control.

                    "Rating Decline" means, with respect to the Securities, the
occurrence of the following on, or within 90 days after, the date of public
notice of the occurrence of a Change of Control or of the intention by the
Company to effect a Change of Control (which period shall be extended so long as
the rating of such Securities is under publicly announced consideration for
possible downgrade by either of the Rating Agencies): (a) in the event the
Securities are assigned an Investment Grade Rating by either of the Rating
Agencies on the Rating Date, the rating of the Securities by both of the Rating
Agencies shall be below an Investment Grade Rating; or (b) in the event the
Securities are rated below an Investment Grade Rating by both of the Rating
Agencies on the Rating Date, the rating of the Securities by either of the
Rating Agencies shall be decreased by one or more gradations (including
gradations within rating categories as well as between rating categories).

                    "Redeemable Dividend" means, for any dividend with regard to
Redeemable Stock, the quotient of the dividend divided by the difference between
one and the maximum statutory federal income tax rate (expressed as a decimal
number between 1 and 0) then applicable to the issuer of such Redeemable Stock.

                    "Redeemable Stock" means, with respect to any Person, any
Capital Stock that by its terms (or by the terms of any security into which it
is convertible or for which it is exchangeable) or otherwise (i) matures or is
mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (ii)
is redeemable at the option of the holder thereof, in whole or in part, or (iii)
is convertible or exchangeable for Indebtedness.



<PAGE>


                                       14



                    "Representative" means any trustee, agent or representative
(if any) for an issue of Senior Indebtedness of the Company.

                    "Restricted Payment" means (i) any dividend or distribution
(whether made in cash, property or securities) declared or paid on or with
respect to any shares of Capital Stock of the Company or Capital Stock of any
Restricted Subsidiary except for any dividend or distribution which is made
solely to the Company or a Restricted Subsidiary (and, if such Restricted
Subsidiary is not wholly owned, to the other shareholders of such Restricted
Subsidiary on a pro rata basis) or dividends or distributions payable solely in
shares of Capital Stock (other than Redeemable Stock) of the Company; (ii) a
payment made by the Company or any Restricted Subsidiary to purchase, redeem,
acquire or retire any Capital Stock of the Company or Capital Stock of any
Affiliate of the Company (other than a Restricted Subsidiary) or any warrants,
rights or options to directly or indirectly purchase or acquire any such Capital
Stock or any securities exchangeable for or convertible into any such Capital
Stock; or (iii) a payment made by the Company or any Restricted Subsidiary to
redeem, repurchase, defease or otherwise acquire or retire for value, prior to
any scheduled maturity, scheduled sinking fund or mandatory redemption payment
(other than the purchase, repurchase, or other acquisition of any Indebtedness
subordinate in right of payment to the Securities purchased in anticipation of
satisfying a sinking fund obligation, principal installment or final maturity,
in each case due within one year of the date of acquisition), Indebtedness of
the Company which is subordinate (whether pursuant to its terms or by operation
of law) in right of payment to the Securities.

                    "Restricted Subsidiary" means (a) Suburban Cable TV Co.
Inc., LenComm, Inc., Lenfest West, Inc., Lenfest Atlantic, Inc., Lenfest
Newcastle County, Lenfest Newcastle County, Inc. and CAH, Inc.; (b) any
Subsidiary of the Company after the Issue Date unless such Subsidiary shall have
been designated an Unrestricted Subsidiary as permitted pursuant to Section
4.07; and (c) an Unrestricted Subsidiary which is redesignated as a Restricted
Subsidiary as permitted pursuant to Section 4.07.

                    "Sale and Leaseback Transaction" means, with respect to any
Person, any direct or indirect arrangement pursuant to which Property is sold or
transferred by such Person or a Restricted Subsidiary of such Person and is
thereafter leased back from the purchaser or transferee thereof by such Person
or one of its Restricted Subsidiaries.



<PAGE>


                                       15



                    "SEC" means the Securities and Exchange Commis
sion.


                    "Securities" means the Securities issued under
this Indenture.

                    "Securities Act" means the Securities Act of
1933.

                    "Senior Indebtedness" means (i) Indebtedness of the Company,
whether outstanding on the Issue Date or thereafter Incurred, and (ii) accrued
and unpaid interest (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to the Company to the
extent post-filing interest is allowed in such proceeding), in respect of (A)
indebtedness of the Company for money borrowed and (B) indebtedness evidenced by
notes, debentures, bonds or other similar instruments for the payment of which
the Company is responsible or liable, unless, in the instrument creating or
evidencing the same or pursuant to which the same is outstanding, it is provided
that such obligations are subordinate in right of payment to the Securities;
provided, however, that Senior Indebtedness shall not include (1) any obligation
of the Company to any Subsidiary, (2) any liability for Federal, state, local or
other taxes owed or owing by the Company, (3) any accounts payable or other
liability to trade creditors arising in the ordinary course of business
(including guarantees thereof or instruments evidencing such liabilities), (4)
any Indebtedness of the Company (and any accrued and unpaid interest in respect
thereof) which is subordinate or junior in any respect to any other Indebtedness
or other obligation of the Company or (5) that portion of any Indebtedness which
at the time of Incurrence is Incurred in violation of this Indenture.

                    "Senior Subordinated Indebtedness" means the Securities and
any other Indebtedness of the Company that specifically provides that such
Indebtedness is to rank pari passu with the Securities in right of payment and
is not subordinated by its terms in right of payment to any Indebtedness or
other obligation of the Company which is not Senior Indebtedness.

                    "Stated Maturity" means, with respect to any security, the
date specified in such security as the fixed date on which the payment of
principal of such security is due and payable, including pursuant to any
mandatory redemption provision (but excluding any provision providing for the
repurchase of such security at the option of the



<PAGE>


                                       16



holder thereof upon the happening of any contingency beyond the control of the
issuer unless such contingency has occurred).

                    "Subsidiary" of any specified Person means any corporation,
partnership, joint venture, association or other business entity, whether now
existing or hereafter organized or acquired, (i) in the case of a corporation,
of which more than 50% of the total voting power of the Capital Stock entitled
(without regard to the occurrence of any contingency) to vote in the election of
directors, officers or trustees thereof is held by such first-named Person or
any of its Subsidiaries; or (ii) in the case of a partnership, joint venture,
association or other business entity, with respect to which such first-named
Person or any of its Subsidiaries has the power to direct or cause the direction
of the management and policies of such entity by contract or otherwise if in
accordance with GAAP such entity is consolidated with the first-named Person for
financial statement purposes.

                     "Temporary Cash Investments" means any of the
following: (i) investments in U.S. Government Obligations maturing within 90
days of the date of acquisition thereof, (ii) investments in time deposit
accounts, certificates of deposit and money market deposits maturing within 90
days of the date of acquisition thereof issued by a bank or trust company which
is organized under the laws of the United States of America, any State thereof
or any foreign country recognized by the United States of America having
capital, surplus and undivided profits aggregating in excess of $500,000,000 (or
the Dollar Equivalent thereof) and whose long-term debt is rated "A" or higher
according to Moody's Investors Service, Inc. (or such equivalent rating by at
least one "nationally recognized statistical rating organization" (as defined in
Rule 436 under the Securities Act)), (iii) repurchase obligations with a term of
not more than 7 days for underlying securities of the types described in clause
(i) above entered into with a bank meeting the qualifications described in
clause (ii) above and (iv) investments in commercial paper, maturing not more
than 90 days after the date of acquisition, issued by a corporation (other than
an Affiliate of the Company) organized and in existence under the laws of the
United States of America or any foreign country recognized by the United States
of America with a rating at the time as of which any investment therein is made
of "P-1" (or higher) according to Moody's Investors Service, Inc. or "A-1" (or
higher) according to Standard and Poor's Rating Services, Inc., a division of
The McGraw Hill Companies, Inc.




<PAGE>


                                       17



                    "TIA" means the Trust Indenture Act of 1939 (15 U.S.C.
ss.ss. 77aaa-77bbbb) as in effect on the date of this Indenture; provided,
however, that in the event the Trust Indenture Act of 1939 is amended after such
date, "TIA" means, to the extent required by any such amendment, the Trust
Indenture Act of 1939, as so amended.

                    "Trade Payables" means, with respect to any Person, any
accounts payable or any indebtedness or monetary obligation to trade creditors
created, assumed or Guaranteed by such Person arising in the ordinary course of
business of such Person in connection with the acquisition of goods or services.

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

                    "Trust Officer" means, when used with respect to the
Trustee, any officer (a) within the corporate trust department of the Trustee,
including any vice president, assistant vice present, assistant secretary,
assistant treasurer, trust officer or any other officer of the Trustee who
customarily performs functions similar to those performed by the persons who at
the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of such person's knowledge of and familiarity with
the particular subject and (b) who shall have direct responsibility for the
administration of this Indenture.

                    "Uniform Commercial Code" means the New York Uniform
Commercial Code as in effect from time to time.

                    "Unrestricted Subsidiary" means (a) any Subsidiary in
existence on the Issue Date that is not a Restricted Subsidiary; (b) any
Subsidiary of an Unrestricted Subsidiary and (c) any Subsidiary of the Company
which is designated after the Issue Date as an Unrestricted Subsidiary as
permitted pursuant to Section 4.07 and not thereafter redesignated as a
Restricted Subsidiary as permitted pursuant thereto.

                    "U.S. Government Obligations" means direct obligations (or
certificates representing an ownership interest in such obligations) of the
United States of America (including any agency or instrumentality thereof) for
the payment of which the full faith and credit of the United States of America
is pledged and which are not callable or redeemable at the issuer's option.



<PAGE>


                                       18



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


                    SECTION 1.02.  Other Definitions.


                                                      Defined in
                          Term                          Section

         "Affiliate Transaction" ................        4.06
         "Bankruptcy Law" .......................        6.01
         "Blockage Notice" ......................       10.03
         "Change of Control Offer" ..............        4.08
         "Change of Control Payment Date" .......        4.08
         "Change of Control Purchase Price" .....        4.08
         "covenant defeasance option" ...........        8.01(b)
         "Custodian" ............................        6.01
         "Defaulted Interest" ...................        2.10
         "Event of Default" .....................        6.01
         "incorporated provision"................       11.01
         "incur".................................        4.04
         "legal defeasance option" ..............        8.01(b)
         "Legal Holiday" ........................       11.07
         "pay the Securities" ...................       10.03
         "Paying Agent" .........................        2.03
         "Payment Blockage Period" ..............       10.03
         "Registrar".............................        2.03
         "Surviving Person" .....................        5.01

                    SECTION 1.03. Incorporation by Reference of Trust Indenture
Act. This Indenture is subject to the mandatory provisions of the TIA which are
incorporated by reference in and made a part of this Indenture. The following
TIA terms have the following meanings:

                    "Commission" means the SEC.

                    "indenture securities" means the Securities.

                    "indenture security holder" means a Holder.

                    "indenture to be qualified" means this
Indenture.

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




<PAGE>


                                       19



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

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

                    SECTION 1.04.  Rules of Construction.  Unless
the context otherwise requires:

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

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

                    (3) "or" is not exclusive;

                    (4) "including" means including without limita tion;

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

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

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

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


                                                ARTICLE 2

                                              The Securities

                    SECTION 2.01.  Form and Dating.  Provisions
relating to the Initial Securities and the Exchange
Securities are set forth in Appendix A, which is hereby
incorporated in and expressly made part of this Indenture.
The Initial Securities and the Trustee's certificate of



<PAGE>


                                       20



authentication shall be substantially in the form of Exhibit 1 to Appendix A
which is hereby incorporated in and expressly made a part of this Indenture. The
Exchange Securities and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit A, which is hereby incorporated in and
expressly made a part of this Indenture. The Securities may have notations,
legends or endorsements required by law, stock exchange rule, agreements to
which the Company is subject, if any, or usage (provided that any such notation,
legend or endorsement is in a form acceptable to the Company). Each Security
shall be dated the date of its authentication. The terms of the Securities set
forth in Exhibit 1 to Appendix A and Exhibit A are part of the terms of this
Indenture.

                    SECTION 2.02. Execution and Authentication. Two Officers
shall sign the Securities for the Company by manual or facsimile signature. The
Company's seal shall be impressed, affixed, imprinted or reproduced on the Secu
rities and may be in facsimile form.

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

                    A Security shall not be valid until an authorized signatory
of the Trustee manually signs the certificate of authentication on the Security.
The signature shall be conclusive evidence that the Security has been
authenticated under this Indenture.

                    The Trustee shall authenticate and make available for
delivery Securities for original issue in an aggregate principal amount of
$150,000,000, upon a written order of the Company signed by two Officers. Such
order shall specify the amount of the Securities to be authenticated and the
date on which the original issue of securities is to be authenticated and shall
further provide instructions concerning amounts for each Holder and delivery.
The aggregate principal amount of Securities outstanding at any time may not
exceed that amount except as provided in Section 2.06.

                    The Trustee may appoint an authenticating agent reasonably
acceptable to the Company to authenticate the Securities. Unless limited by the
terms of such appoint ment, an authenticating agent may authenticate Securities
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authen tication by such agent. An
authenticating agent has the



<PAGE>


                                       21



same rights as any Registrar, Paying Agent or agent for
service of notices and demands.

                  SECTION 2.03. Registrar and Paying Agent. The Company shall
maintain an office or agency where Securities may be presented for registration
of transfer or for exchange (the "Registrar") and an office or agency where
Securities may be presented for payment (the "Paying Agent"). The Registrar
shall keep a register of the Secur ities and of their transfer and exchange. The
Company may have one or more co-registrars and one or more additional paying
agents. The term "Paying Agent" includes any addi tional paying agent.

                    The Company shall enter into an appropriate agency agreement
with any Registrar, Paying Agent or co-registrar not a party to this Indenture,
which shall incorporate the terms of the TIA. The agreement shall implement the
provisions of this Indenture that relate to such agent. The Company shall notify
the Trustee of the name and address of any such agent. If the Company fails to
maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be
entitled to appropriate compensation therefor pursuant to Section 7.07. The
Company or any of its domestically incorporated Restricted Subsidiaries may act
as Paying Agent, Registrar, co-registrar or transfer agent.

                    The Company initially appoints the Trustee as Registrar and
Paying Agent in connection with the Securi ties.

                    SECTION 2.04. Paying Agent To Hold Money in Trust. By 10:00
a.m. on each due date of the principal and interest on any Security, the Company
shall deposit with the Paying Agent a sum sufficient to pay such principal and
interest when so becoming due. The Company shall require each Paying Agent
(other than the Trustee) to agree in writing that the Paying Agent shall hold in
trust for the benefit of Securityholders or the Trustee all money held by the
Paying Agent for the payment of principal of or interest on the Securities and
shall notify the Trustee of any default by the Company in making any such
payment. If the Company or a Restricted Subsidiary acts as Paying Agent, it
shall segregate the money held by it as Paying Agent and hold it as a separate
trust fund. The Company at any time may require a Paying Agent to pay all money
held by it to the Trustee and to account for any funds disbursed by the Paying
Agent. Upon complying with this Section, the Paying Agent shall have no further
liability for the money delivered to the Trustee.



<PAGE>


                                       22



                    SECTION 2.05. Securityholder Lists. The Trustee shall
preserve in as current a form as is reasonably practicable the most recent list
available to it of the names and addresses of Securityholders. If the Trustee is
not the Registrar, the Company shall furnish to the Trustee, in writing at least
five Business Days before each interest payment date and at such other times as
the Trustee may request in writing, a list in such form and as of such date as
the Trustee may reasonably require of the names and addresses of
Securityholders.

                    SECTION 2.06. Replacement Securities. If a mutilated
Security is surrendered to the Registrar or if the Holder of a Security claims
that the Security has been lost, destroyed or wrongfully taken, the Company
shall issue and the Trustee shall authenticate a replacement Security if the
requirements of Section 8-405 of the Uniform Commercial Code are met and the
Holder satisfies any other reasonable requirements of the Trustee or the
Company. Such Holder shall furnish an indemnity bond sufficient in the judgment
of the Company and the Trustee to protect the Company, the Trustee, the Paying
Agent, the Registrar and any co-registrar from any loss which any of them may
suffer if a Security is replaced. The Company and the Trustee may charge the
Holder for their expenses in replacing a Secur ity.

                    Every replacement Security is an additional obligation of
the Company.

                    SECTION 2.07. Outstanding Securities. Securities outstanding
at any time are all Securities authenticated by the Trustee except for those
canceled by it, those delivered to it for cancellation and those described in
this Section as not outstanding. A Security does not cease to be outstanding
because the Company or an Affiliate of the Company holds the Security.

                    If a Security is replaced pursuant to Sec tion 2.06, it
ceases to be outstanding unless the Trustee and the Company receive proof
satisfactory to them that the replaced Security is held by a bona fide
purchaser.

                    If the Paying Agent segregates and holds in trust, in
accordance with this Indenture, on a redemption date or maturity date money
sufficient to pay all principal and interest payable on that date with respect
to the Securities (or portions thereof) to be redeemed or maturing, as the case
may be, then on and after that date such Securities (or portions thereof) cease
to be outstanding and interest on them ceases to accrue.



<PAGE>


                                       23



                    In determining whether the Holders of the required principal
amount of Securities have concurred in any direction or consent or any
amendment, modification or other change to the Indenture, Securities owned by
the Company or by an Affiliate of the Company shall be disregarded and treated
as if they were not outstanding, except that for the purposes of determining
whether the Trustee shall be protected in relying on any such direction, waiver
or consent or any amendment, modification or other change to the Indenture, only
Securities which the Trustee actually knows are so owned shall be so
disregarded. Securities so owned which have been pledged in good faith shall not
be disregarded if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to the Securities and that the pledgee is
not the Company or an Affiliate of the Company.

                    SECTION 2.08. Temporary Securities. Until definitive
Securities are ready for delivery, the Company may prepare and the Trustee shall
authenticate temporary Securities. Temporary Securities shall be substantially
in the form of definitive Securities but may have variations that the Company
considers appropriate for temporary Secur ities. Without unreasonable delay, the
Company shall prepare and the Trustee shall authenticate definitive Securities
and deliver them in exchange for temporary Securities.

                    SECTION 2.09. Cancellation. The Company at any time may
deliver Securities to the Trustee for cancellation. The Registrar and the Paying
Agent shall forward to the Trustee any Securities surrendered to them for
registration of transfer, exchange or payment. The Trustee shall cancel or
destroy (subject to the record retention requirements of the Exchange Act) all
Securities surrendered for registration of transfer, exchange, payment or
cancellation and deliver a certificate of such destruction to the Company unless
the Company directs the Trustee to deliver canceled Securities to the Company.
The Trustee shall in no event be required to destroy Securities. The Company may
not issue new Securities to replace Securities it has redeemed, paid or
delivered to the Trustee for cancellation.

                    SECTION 2.10. Defaulted Interest. Any interest on any
Security which is payable, but is not punctually paid or duly provided for, on
the dates and in the manner provided in the Securities and this Indenture
(herein called "Defaulted Interest") shall forthwith cease to be payable to the
Holder on the relevant record date by virtue of having been such Holder, and
such Defaulted Interest may be paid by



<PAGE>


                                       24



the Company, at its election in each case, as provided in
clause (i) or (ii) below:

                    (i) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the 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 given to each Holder, not less than 10 days
         prior to such special record date. Notice of the proposed payment of
         such Defaulted Interest and the special record date therefor having
         been so mailed, such Defaulted Interest shall be paid to the Persons in
         whose names the Securities are registered at the close of business on
         such special record date.

                    (ii) The Company may make payment of any Defaulted Interest
         on the Securities 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 2.10,
each Security delivered under this Indenture upon registration of transfer of or
in exchange for or in



<PAGE>


                                       25



lieu of any other Security shall carry the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Security.

                    SECTION 2.11. Record Date. The Company may set a record date
for purposes of determining the identity of Securityholders entitled to vote or
to consent to any action by vote of consent authorized or permitted by Sections
6.04, 6.05 and 10.06. Unless this Indenture provides otherwise, such record date
shall be the later of 30 days prior to the first solicitation of such consent or
the date of the most recent list of Holders furnished to the Trustee pursuant to
Section 2.05 prior to such solicitation.

                    SECTION 2.12. 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 3

                                                Redemption

                    SECTION 3.01. Notices to Trustee. If the Company elects to
redeem Securities pursuant to paragraph 6 of the Securities, it shall notify the
Trustee in writing of the redemption date, the principal amount of securities to
be redeemed and that such redemption is being made pursuant to paragraph 6 of
the Securities.

                    The Company shall give each notice to the Trustee provided
for in this Section at least 45 days before the redemption date unless the
Trustee consents to a shorter period. Such notice shall be accompanied by an
Officers' Certificate and an Opinion of Counsel from the Company to the effect
that such redemption will comply with the conditions herein.

                    SECTION 3.02.  Selection of Securities To Be
Redeemed.  If fewer than all the Securities are to be
redeemed, the Trustee shall select the Securities to be
redeemed pro rata or by lot or by a method that complies



<PAGE>


                                       26



with applicable legal and securities exchange requirements, if any, and that the
Trustee considers fair and appropriate and in accordance with methods generally
used at the time of selection by fiduciaries in similar circumstances. The
Trustee shall make the selection from outstanding Securities not previously
called for redemption. The Trustee may select for redemption portions of the
principal of Securities that have denominations larger than $1,000. Securities
and portions of them the Trustee selects shall be in amounts of $1,000 or a
whole multiple of $1,000. Provisions of this Indenture that apply to Securities
call and for redemption also apply to portions of Securities called for
redemption. The Trustee shall notify the Company promptly of the Securities or
portions of Securities to be redeemed.

                    SECTION 3.03. Notice of Redemption. At least 30 days but not
more than 60 days before a date for redemption of Securities, the Company shall
mail a notice of redemption by first-class mail to each Holder of Securities to
be redeemed.

                    The notice shall identify the Securities to be redeemed and
shall state:

                    (1) the redemption date;

                    (2) the redemption price;

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

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

                    (5) if fewer than all the outstanding Securities are to be
         redeemed, the identification and principal amounts of the particular
         Securities to be redeemed;

                    (6) that, unless the Company defaults in making such
         redemption payment or the Paying Agent is prohibited from making such
         payment pursuant to the terms of this Indenture, interest on Securities
         (or portions thereof) called for redemption ceases to accrue after the
         redemption date; and

                    (7) that no representation is made as to the correctness or
         accuracy of the CUSIP number, if any, listed in such notice or printed
         on the Securities.




<PAGE>


                                       27



                    At the Company's request, the Trustee shall give the notice
of redemption in the Company's name and at the Company's expense. In such event,
the Company shall provide the Trustee with the information required by this
Section at least 45 days before the redemption date.

                    SECTION 3.04. Effect of Notice of Redemption. Once notice of
redemption is mailed, Securities called for redemption become due and payable on
the redemption date and at the redemption price stated in the notice. Upon
surrender to the Paying Agent, such Securities shall be paid at the redemption
price stated in the notice, plus accrued interest to the redemption date
(subject to the right of Holders of record on the relevant record date to
receive interest due on the related interest payment date). Failure to give
notice or any defect in the notice to any Holder shall not affect the validity
of the notice to any other Holder.

                   SECTION 3.05. Deposit of Redemption Price. By 10:00 a.m. on
the redemption date, the Company shall deposit with the Paying Agent (or, if the
Company or a Restricted Subsidiary is the Paying Agent, shall segregate and hold
in trust) money sufficient to pay the redemption price of and accrued interest
(subject to the right of Holders of record on the relevant record date to
receive interest due on the related interest payment date that is on or prior to
the date of redemption) on all Securities to be redeemed on that date other than
Securities or portions of Securities called for redemption which have been
delivered by the Company to the Trustee for cancelation.

                    SECTION 3.06. Securities Redeemed in Part. Upon surrender of
a Security that is redeemed in part, the Company shall execute and the Trustee
shall authenticate for the Holder (at the Company's expense) a new Security
equal in principal amount to the unredeemed portion of the Security surrendered.

                                                ARTICLE 4

                                                Covenants

                    SECTION 4.01. Certain Covenants Suspended.  The
covenants set forth in this Article 4 will be applicable to
the Company, except that during any period of time that:

                    (i) the ratings assigned to the Securities by
         both of the Rating Agencies are Investment Grade
         Ratings; and




<PAGE>


                                       28



                    (ii) no Event of Default or Default has occurred and is
         continuing,

                    the Company and its Restricted Subsidiaries will not be
subject to the provisions of this Indenture described in Section 4.04, Section
4.05, Section 4.06 and clause (iv) of Section 5.01 (collectively, the "Suspended
Covenants").

                    In the event that the Company and its Restricted
Subsidiaries are not subject to the Suspended Covenants with respect to the
Securities for any period of time as a result of the preceding sentence and,
subsequently, one or both Rating Agencies withdraws its ratings or downgrades
the ratings assigned to the Securities below the required Investment Grade
Ratings, then the Company and its Restricted Subsidiaries will thereafter again
be subject to the Suspended Covenants for the benefit of the Securities and
compliance with the Suspended Covenants with respect to Restricted Payments made
after the time of such withdrawal or downgrade will be calculated in accordance
with the terms of Section 4.05 as if such covenant had been in effect during the
entire period of time from the date of this Indenture.

                    SECTION 4.02. Payment of Securities. The Company shall
promptly pay the principal of and interest on the Securities on the dates and in
the manner provided in the Securities and in this Indenture. Principal and
interest shall be considered paid on the date due if on such date the Trustee or
the Paying Agent holds in accordance with this Indenture money sufficient to pay
all principal and interest then due.

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

                    SECTION 4.03. SEC Reports. The Company shall file with the
Trustee and provide Securityholders, within 15 days after it files them with the
SEC, copies of its annual report and the information, documents and other
reports which the Company is required to file with the SEC pursuant to Section
13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not be
required to remain subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act, the Company shall continue to file with the SEC and provide
the Trustee and Securityholders with the annual reports and the information,
documents and other reports which are specified in Sections 13 and 15(d) of the
Exchange Act at the times specified for the filing of such



<PAGE>


                                       29



information.  The Company also shall comply with the other
provisions of TIA ss. 314(a).

                    SECTION 4.04. Limitation on Indebtedness. (a) The Company
shall not, and shall not permit any Restricted Subsidiary to, directly or
indirectly, create or incur any Indebtedness unless, after giving effect to such
incurrence on a pro forma basis, the Company's Leverage Ratio would not exceed
8.00.

                    (b) Notwithstanding Section 4.04(a), the Company and its
Restricted Subsidiaries may incur the following Indebtedness: (i) the
Securities; (ii) Indebtedness outstanding on the Issue Date; (iii) Permitted
Refinancing Indebtedness incurred in respect of Indebtedness incurred pursuant
to Section 4.04(a) or clauses (i) and (ii) of this paragraph (b); (iv)
Indebtedness of the Company owing to and held by a Restricted Subsidiary and
Indebtedness of a Restricted Subsidiary owing to and held by the Company or any
other Restricted Subsidiary; provided, however, that any subsequent issuance or
transfer of any Capital Stock or other event that results in any such Restricted
Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of
any such Indebtedness (except to the Company or a Restricted Subsidiary) shall
be deemed, in each case, to constitute the incurrence of such Indebtedness by
the issuer thereof; (v) Indebtedness under Interest Rate Agreements; provided,
however, such Interest Rate Agreements do not increase the Indebtedness of the
Company or its Restricted Subsidiaries outstanding at any time other than as a
result of fluctuations in interest rates or by reason of customary fees,
indemnities and compensation payable thereunder and (vi) Indebtedness in
connection with one or more standby letters of credit or performance bonds
issued in the ordinary course of business or pursuant to self-insurance
obligations.

                    SECTION 4.05. Limitation on Restricted Payments. (a) The
Company shall not make, and shall not permit any Restricted Subsidiary to make,
any Restricted Payment if at the time of, and after giving effect to, such
proposed Restricted Payment, (i) a Default shall have occurred and be
continuing, (ii) the aggregate amount of such Restricted Payment and all other
Restricted Payments made since November 14, 1995 (the amount of any Restricted
Payment, if other than cash, to be based upon Fair Market Value) would exceed an
amount equal to the sum of (A) the excess of (I) Cumulative EBITDA over (II) the
product of 1.2 and Cumulative Interest Expense, (B) Capital Stock Sale Proceeds,
(C) the amount by which Indebtedness of the



<PAGE>


                                       30



Company or any Restricted Subsidiary is reduced on the Company's balance sheet
upon the conversion or exchange (other than by a Subsidiary) subsequent to
November 14, 1995 of any Indebtedness of the Company or any Restricted
Subsidiary convertible or exchangeable for Capital Stock (other than Redeemable
Stock) of the Company (less the amount of any cash or other Property distributed
by the Company or any Restricted Subsidiary upon conversion or exchange) and (D)
$100,000,000, or (iii) the Company could not incur at least $1.00 of additional
Indebtedness pursuant to Section 4.04(a).

                    (b) Notwithstanding Section 4.05(a), the Company may (i) pay
dividends on its Capital Stock within 60 days of the declaration thereof if, on
the declaration date, such dividends could have been paid in compliance with
Section 4.05(a), (ii) redeem, repurchase, defease, acquire or retire for value,
any Indebtedness subordinate (whether pursuant to its terms or by operation of
law) in right of payment to the Securities with the proceeds of any Permitted
Refinancing Indebtedness or (iii) acquire, redeem or retire Capital Stock or
Indebtedness subordinate (whether pursuant to its terms or by operation of law)
in right of payment to the Securities in exchange for, or in connection with a
substantially concurrent issuance of, Capital Stock of the Company (other than
Redeemable Stock).

                    (c) Any payments made pursuant to clauses (ii) and (iii) of
Section 4.05(b) shall be excluded from the calculation of the aggregate amount
of Restricted Payments made after November 14, 1995; provided, however, that the
proceeds from the issuance of Capital Stock pursuant to Section 4.05(b)(iii)
shall not constitute Capital Stock Sale Proceeds for purposes of Section
4.05(a)(ii)(B).

                    SECTION 4.06. Limitation on Transactions with Affiliates.
(a) The Company shall not, and shall not permit any Restricted Subsidiary to,
directly or indirectly, conduct any business or enter into or suffer to exist
any transaction or series of transactions (including the purchase, sale,
transfer, lease or exchange of any Property or the rendering of any service)
with, or for the benefit of, any Affiliate (an "Affiliate Transaction") unless
(i) the terms of such Affiliate Transaction are in writing, (ii) such Affiliate
Transaction is in the best interest of the Company or such Restricted
Subsidiary, as the case may be, (iii) such Affiliate Transaction is on terms as
favorable to the Company or such Restricted Subsidiary, as the case may be, as
those that could be obtained at the time of such Affiliate Transaction for a
similar transaction in arms'-length dealings with a Person who is not such an



<PAGE>


                                       31



Affiliate and (iv) with respect to each Affiliate Transaction involving
aggregate payments in excess of $50 million, the Company delivers to the Trustee
an opinion letter from an Independent Appraiser to the effect that the
consideration to be paid or received in connection with such Affiliate
Transaction is fair from a financial point of view, to the Company or such
Restricted Subsidiary, as the case may be, and an Officers' Certificate
certifying that such Affiliate Transaction was approved by a majority of the
Board of Directors of the Company and that such Affiliate Transaction complies
with clauses (ii) and (iii) of this Section 4.06

                    (b) Notwithstanding Section 4.06(a), the Company may enter
into or suffer to exist the following: (i) any transaction pursuant to any
contract in existence on the Issue Date, including contracts for the acquisition
of cable television programming and renewals, extensions and replacements
thereof on terms no less favorable to the Company and its Restricted
Subsidiaries than those contained in such contracts on the Issue Date; (ii) any
Restricted Payment permitted to be made pursuant to Section 4.05; (iii) any
transaction or series of transactions between the Company and one or more of its
Restricted Subsidiaries or between two or more of its Restricted Subsidiaries
(provided that no more than 5% of the equity interest in any such Restricted
Subsidiary is owned by an Affiliate); and (iv) the payment of compensation
(including amounts paid pursuant to employee benefit plans) for the personal
services of officers, directors and employees of the Company or any of its
Restricted Subsidiaries, so long as the Board of Directors in good faith shall
have approved the terms thereof and deemed the services theretofore or
thereafter to be performed for such compensation or fees to be fair
consideration therefor.

                    SECTION 4.07. Designation of Restricted and Unrestricted
Subsidiaries. The Board of Directors of the Company may designate an
Unrestricted Subsidiary as a Restricted Subsidiary or designate a Restricted
Subsidiary as an Unrestricted Subsidiary at any time; provided, however, that
immediately after giving effect to such designation on a pro forma basis, (i)
the Company's Leverage Ratio would not exceed 8.00, (ii) the Company and its
Restricted Subsidiaries are in compliance with Section 4.09 and 4.10 and (iii)
an Officers' Certificate with respect to such designation is delivered to the
Trustee within 75 days after the end of the fiscal quarter of the Company in
which such designation is made (or, in the case of a designation made during the
last fiscal quarter of the Company's fiscal year, within 120 days after the end
of such fiscal year),



<PAGE>


                                       32



which Officers' Certificate shall state the effective date
of such designation.

                    SECTION 4.08. Change of Control Offer. (a) Within 30 days of
the occurrence of a Change of Control Triggering Event with respect to the
Securities, the Company shall notify the Trustee in writing of such occurrence
and shall make an offer to purchase (the "Change of Control Offer") the
Securities at a purchase price (the "Change of Control Purchase Price") equal to
101% of the principal amount thereof plus accrued and unpaid interest(if any) to
the Change of Control Payment Date (as hereinafter defined), subject to the
right of holders of record on the relevant record date to receive interest due
on the relevant interest payment date, in accordance with the procedures set
forth in this Section 4.08. In the event that at the time of such Change of
Control Triggering Event the terms of the Senior Indebtedness of the Company
restrict or prohibit the repurchase of Securities pursuant to this Section, then
prior to the mailing of the notice to Holders provided for in Section 4.08(b)
below but in any event within 30 days following any Change of Control Triggering
Event, the Company shall (i) repay in full all such Senior Indebtedness or offer
to repay in full all such Senior Indebtedness and repay such Senior Indebtedness
of each lender who has accepted such offer or (ii) obtain the requisite consent
under the agreements governing such Senior Indebtedness to permit the repurchase
of the Securities as provided for in Section 4.08(b).

                    (b) Within 50 days of the occurrence of a Change of Control
Triggering Event with respect to the Securities, the Company also shall (i)
cause a notice of the Change of Control Offer to be sent at least once to the
Dow Jones News Service or similar business news service in the United States and
(ii) send by first-class mail, postage prepaid, to the Trustee and to each
Holder of the Securities, at his address appearing in the register of the
Securities maintained by the Registrar, a notice stating:

                    (1)  that the Change of Control Offer is being made pursuant
                         to this Section 4.08 and that all such Securities
                         tendered will be accepted for payment, provided that a
                         Change of Control Triggering Event has occurred and
                         otherwise subject to the terms and conditions set forth
                         herein;

                    (2)  the Change of Control Purchase Price and the purchase
                         date, which shall be a Business Day no earlier than 30
                         days and



<PAGE>


                                       33



                         no later than 60 days after the date on which such
                         notice is mailed (the "Change of Control Payment
                         Date");

                    (3)  that any such Security not tendered will continue to
                         accrue interest;

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

                    (5)  that Holders accepting the offer to have their
                         Securities purchased pursuant to a Change of Control
                         Offer will be required to surrender such Securities to
                         the Paying Agent at the address specified in the notice
                         prior to the close of business on the Business Day
                         preceding the Change of Control Payment Date;

                    (6)  that Holders will be entitled to withdraw their
                         acceptance if the Paying Agent receives, not later than
                         the close of business on the third Business Day
                         preceding the Change of Control Payment Date, a
                         facsimile transmission or letter setting forth the name
                         of the Holder, the principal amount of such Securities
                         delivered for purchase, and a statement that such
                         Holder is withdrawing his election to have such
                         Securities purchased;

                    (7)  that Holders whose Securities are being purchased only
                         in part will be issued new Securities equal in
                         principal amount to the unpurchased portion of the
                         Securities surrendered, provided that each Security
                         purchased and each such new Security issued shall be in
                         a principal amount in denominations of $1,000 and
                         integral multiples thereof; and

                    (8)  any other procedures that a holder must follow to
                         accept a Change of Control Offer or effect withdrawal
                         of such acceptance.




<PAGE>


                                       34



                    (c) On the Change of Control Payment Date, the Company shall
(a) accept for payment the Securities or portions thereof tendered pursuant to
the Change of Control Offer, (b) deposit with the Paying Agent money sufficient
to pay the purchase price of all Securities or portions thereof so tendered and
(c) deliver or cause to be delivered to the Trustee the Securities so accepted
together with an Officers' Certificate indicating the Securities or portions
thereof tendered to the Company. The Paying Agent shall promptly mail to each
holder of Securities so accepted payment in an amount equal to the purchase
price for such Securities, and the Trustee shall promptly authenticate and mail
to such holder a new Security equal in principal amount to any unpurchased
portion of the Securities surrendered; provided that each such new Security
shall be issued in an original principal amount in denominations of $1,000 and
integral multiples thereof.

                    (d) The Company shall comply, to the extent applicable, with
the requirements of Section 14(e) of the Exchange Act and any other securities
laws or regulations in connection with the repurchase of Securities pursuant to
this Section 4.08. To the extent that the provisions of any securities laws or
regulations conflict with the provisions of the covenant described hereunder,
the Company shall comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations under this Section 4.08 by
virtue thereof.

                    SECTION 4.09. Limitation on Layered Indebtedness. The
Company shall not, directly or indirectly, incur any Indebtedness that is
subordinate or junior in ranking in right of payment to any other Indebtedness
of the Company unless such Indebtedness is Senior Subordinated Indebtedness or
is expressly subordinated in right of payment to Senior Subordinated
Indebtedness.

                    SECTION 4.10. Limitation on Subordinated Liens. The Company
shall not, and shall not permit any Restricted Subsidiary to, directly or
indirectly, incur or suffer to exist any Lien (other than Permitted Liens) on or
with respect to any of its Property, whether owned on the Issue Date or
thereafter acquired, or any interest therein or any income or profits therefrom
securing any obligation or Indebtedness that is subordinate or junior in ranking
to, or ranks pari passu with, the Securities, unless contemporaneously therewith
effective provision is made to secure the Securities equally and ratably with
(or prior to) such obligation or Indebtedness for so long as such obligation is
so secured.



<PAGE>


                                       35



                    SECTION 4.11. Compliance Certificate. The Company shall
deliver to the Trustee within 120 days after the end of each fiscal year of the
Company an Officers' Certificate stating that in the course of the performance
by the signers of their duties as Officers of the Company they would normally
have knowledge of any Default and whether or not the signers know of any Default
that occurred during such period. If they do, the certificate shall describe the
Default, its status and what action the Company is taking or proposes to take
with respect thereto. The Company also shall comply with TIA ss. 314(a)(4).


                                                ARTICLE 5

                                            Successor Company

                    SECTION 5.01. When Company May Merge or Transfer Assets. (a)
The Company shall not consolidate with or merge with or into, or convey, sell,
transfer, lease or otherwise dispose of all or substantially all of its assets
(as an entirety or substantially as an entirety in one transaction or a series
of related transactions), to any Person unless: (i) the Company shall be the
surviving Person (the "Surviving Person"), or the Surviving Person (if other
than the Company) formed by such consolidation or into which the Company is
merged or to which the assets of the Company are transferred shall be a
corporation organized and existing under the laws of the United States or any
State thereof or the District of Columbia; (ii) the Surviving Person (if other
than the Company) shall expressly assume, by supplemental indenture, executed
and delivered to the Trustee, in form satisfactory to the Trustee, all of the
obligations of the Company under the Securities and the Indenture, and the
obligations under this Indenture shall remain in full force and effect; (iii)
immediately before and immediately after giving effect to such transaction, no
Default shall have occurred and be continuing; and (iv) immediately after giving
effect to such transaction on a pro forma basis (including any Indebtedness
incurred or anticipated to be incurred in connection with such transaction or
series of transactions), the Surviving Person would be able to incur at least
$1.00 of additional Indebtedness pursuant to Section 4.04(a).

                    In connection with any consolidation, merger, transfer or
other disposition contemplated by this Section 5.01, the Company shall deliver,
or cause to be delivered, to the Trustee, in form and substance reasonably
satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel,
each stating that such consolidation,



<PAGE>


                                       36



merger or transfer and the supplemental indenture in respect thereto comply with
this Section 5.01 and that all conditions precedent herein provided for relating
to such transaction or transactions have been complied with.


                                    ARTICLE 6

                              Defaults and Remedies

                    SECTION 6.01.  Events of Default.  An "Event of
Default" occurs if:

                    (1) the Company fails to make any payment of interest on any
         Security when the same becomes due and payable, whether or not such
         payment shall be prohibited by Article 10, and such failure continues
         for a period of 30 days;

                    (2) the Company (i) fails to make the payment of the
         principal of any Security when the same becomes due and payable at its
         Stated Maturity, upon redemption, upon declaration or otherwise,
         whether or not such payment shall be prohibited by Article 10, or (ii)
         fails to purchase Securities when required pursuant to this Indenture
         or the Securities, whether or not such redemption or purchase shall be
         prohibited by Article 10;

                    (3) the Company fails to comply with Section 5.01;

                    (4) the Company fails to comply with Sec tion 4.01, 4.03,
         4.04, 4.05, 4.06, 4.07, 4.08, 4.09 or 4.10 (other than a failure to
         purchase Securities when required under Section 4.08) and such failure
         continues for 30 days after the notice specified below, or the Company
         fails to give the notice specified below;

                    (5) the Company fails to comply with any of its agreements
         in the Securities or this Indenture (other than those referred to in
         (1), (2), (3) or (4) above) and such failure continues for 60 days
         after the notice specified below or the Company fails to give the
         notice specified below;

                    (6) the principal of, any premium or accrued and unpaid
         interest on Indebtedness of the Company or any Restricted Subsidiary is
         not paid within any applicable grace period after final maturity or is
         accelerated by the holders thereof, the total amount of such



<PAGE>


                                       37



         Indebtedness unpaid or accelerated exceeds $10,000,000 or its Dollar
         Equivalent at the time and such default or acceleration continues for
         10 days after the notice specified below;

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

                         (A) commences a voluntary case;

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

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

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

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

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

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

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

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

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

                    (9) any judgment or decree for the payment of money in
         excess of $10,000,000 or its Dollar Equivalent at the time is entered
         against the Company or any Restricted Subsidiary and is not discharged
         and either (A) an enforcement proceeding has been commenced by any
         creditor upon such judgment or decree or (B) there is a period of 30
         days following the entry of such judgment or decree during which such
         judgment or decree is not discharged, waived or the execution thereof
         stayed and,



<PAGE>


                                       38



         in the case of (A) or (B), such default continues for 10 days after the
         notice specified below.

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

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

                    A Default under clause (4), (5), (6) or (9) is not an Event
of Default until the Trustee or the Holders of at least 25% in principal amount
of the Securities notify the Company of the Default and the Company does not
cure such Default within the time specified after receipt of such notice. Such
notice must specify the Default, demand that it be remedied and state that such
notice is a "Notice of Default".

                    The Company shall deliver to the Trustee, within 30 days
after the occurrence thereof, written notice in the form of an Officers'
Certificate of any event which with the giving of notice and the lapse of time
would become an Event of Default under clause (4), (5), (6) or (9), its status
and what action the Company is taking or proposes to take with respect thereto.

                    SECTION 6.02. Acceleration. If an Event of Default (other
than an Event of Default specified in Section 6.01(7) or (8) with respect to the
Company) occurs and is continuing, the Trustee by notice to the Company, or the
Holders of at least 25% in principal amount of the Securities by notice to the
Company and the Trustee, may declare the principal of and accrued interest on
all the Securities to be due and payable. Upon such a declaration, such
principal and interest shall be due and payable immediately. If an Event of
Default specified in Section 6.01(7) or (8) with respect to the Company occurs,
the principal of and interest on all the Securities shall ipso facto become and
be immediately due and payable without any declaration or other act on the part
of the Trustee or any Securityholders. The Holders of a majority in principal
amount of the Securities by notice to the Trustee may rescind an acceleration
and its consequences if the rescission would not conflict with any judgment or
decree



<PAGE>


                                       39



and if all existing Events of Default have been cured or waived except
nonpayment of principal or interest that has become due solely because of
acceleration. No such rescission shall affect any subsequent Default or impair
any right consequent thereto.

                    SECTION 6.03. Other Remedies. If an Event of Default occurs
and is continuing, the Trustee may pursue any available remedy to collect the
payment of principal of or interest on the Securities or to enforce the
performance of any provision of the Securities or this Indenture.

                    The Trustee may maintain a proceeding even if it does not
possess any of the Securities or does not produce any of them in the proceeding.
A delay or omission by the Trustee or any Securityholder in exercising any right
or remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquies cence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative.

                    SECTION 6.04. Waiver of Past Defaults. The Holders of a
majority in principal amount of the Securities by notice to the Trustee may
waive an existing Default and its consequences except (i) a Default in the
payment of the principal of or interest on a Security or (ii) a Default in
respect of a provision that under Section 9.02 cannot be amended without the
consent of each Securityholder affected. When a Default is waived, it is deemed
cured, but no such waiver shall extend to any subsequent or other Default or
impair any consequent right.

                    SECTION 6.05. Control by Majority. The Holders of a majority
in principal amount of the Securities may direct the time, method and place of
conducting any proceed ing for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee. However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture or,
subject to Section 7.01, that the Trustee determines is unduly prejudicial to
the rights of other Securityholders or would involve the Trustee in personal
liability; provided, however, that the Trustee may take any other action deemed
proper by the Trustee that is not inconsistent with such direction. Prior to
taking any action hereunder, the Trustee shall be entitled to indemni fication
satisfactory to it in its sole discretion against all losses and expenses caused
by taking or not taking such action.




<PAGE>


                                       40



                    SECTION 6.06.  Limitation on Suits.  A Security
holder may not pursue any remedy with respect to this Indenture or the
Securities unless:

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

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

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

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

                    (5) the Holders of a majority in principal amount of the
         Securities do not give the Trustee a direction inconsistent with the
         request during such 60- day period.

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

                    SECTION 6.07. Rights of Holders To Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder
to receive payment of principal of and interest on the Securities held by such
Holder, on or after the respective due dates expressed in the Securities, or to
bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder.

                    SECTION 6.08. Collection Suit by Trustee. If an Event of
Default in payment of interest or principal specified in Section 6.01(1) or (2)
occurs and is continuing, the Trustee may recover judgment in its own name and
as trustee of an express trust against the Company for the whole amount of
principal and interest remaining unpaid (together with interest on such unpaid
interest to the extent lawful) and the amounts provided for in Section 7.07.

                    SECTION 6.09.  Trustee May File Proofs of Claim.
The Trustee may file such proofs of claim and other papers
or documents as may be necessary or advisable in order to
have the claims of the Trustee and the Securityholders
allowed in any judicial proceedings relative to the Company,



<PAGE>


                                       41



its creditors or its property and, unless prohibited by law or applicable
regulations, may vote on behalf of the Holders in any election of a trustee in
bankruptcy or other Person performing similar functions, and any Custodian in
any such judicial proceeding is hereby authorized by each Holder to make
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disburse ments and
advances of the Trustee, its agents and its counsel, and any other amounts due
the Trustee under Section 7.07.

                    SECTION 6.10.  Priorities.  If the Trustee col
lects any money or property pursuant to this Article 6, it
shall pay out the money or property in the following order:

                    FIRST:  to the Trustee for amounts due under
         Section 7.07;

                    SECOND:  to holders of Senior Indebtedness of
         the Company to the extent required by Article 10;

                    THIRD:  to Securityholders for amounts due and
         unpaid on the Securities for principal and interest,
         ratably, without preference or priority of any kind,
         according to the amounts due and payable on the Securi
         ties for principal and interest, respectively; and

                    FOURTH:  to the Company.

                    The Trustee may fix a record date and payment date for any
payment to Securityholders pursuant to this Section. At least 15 days before
such record date, the Company shall mail to each Securityholder and the Trustee
a notice that states the record date, the payment date and amount to be paid.

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



<PAGE>


                                       42



suit by Holders of more than 10% in principal amount of the
Securities.

                    SECTION 6.12. Waiver of Stay or Extension Laws. The Company
(to the extent it may lawfully refrain from doing so) shall not at any time
insist upon, or plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay or extension law 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
expressly waives all benefit or advantage of any such law, and shall not hinder,
delay or impede the execution of any power herein granted to the Trustee, but
shall suffer and permit the execution of every such power as though no such law
had been enacted.


                                                ARTICLE 7

                                                 Trustee

                    SECTION 7.01. Duties of Trustee. (a) If an Event of Default
has occurred and is continuing, the Trustee shall exercise the rights and powers
vested in it by this Indenture and use the same degree of care and skill in
their exercise as a prudent Person would exercise or use under the circumstances
in the conduct of such Person's own affairs.

                    (b) Except during the continuance of an Event of Default:
(1) the Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture and no implied covenants or obligations
shall be read into this Indenture against the Trustee; and (2) in the absence of
bad faith on its part, the Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture. However, in the case of any such certificates or
opinions which are required by this Indenture to be delivered to the Trustee,
the Trustee shall examine the certificates and opinions to determine whether or
not they conform to the requirements of this Indenture.

                    (c) The Trustee may not be relieved from liability for its
own negligent action, its own negligent failure to act or its own wilful
misconduct, except that: (1) this paragraph does not limit the effect of
paragraph (b) of this Section; (2) the Trustee shall not be liable for any error
of judgment made in good faith by a



<PAGE>


                                       43



Trust Officer unless it is proved that the Trustee was negligent in ascertaining
the pertinent facts; and (3) the Trustee shall not be liable with respect to any
action it takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 6.05.

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

                    (e) The Trustee shall not be liable for interest on any
money received by it except as the Trustee may agree in writing with the
Company.

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

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

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

                    SECTION 7.02. Rights of Trustee. (a) The Trustee may rely on
any document believed by it to be genuine and to have been signed or presented
by the proper person. The Trustee need not investigate any fact or matter
stated in the document.

                    (b) Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate or an Opinion of Counsel. The Trustee shall
not be liable for any action it takes or omits to take in good faith in reliance
on the Officers' Certificate or Opinion of Counsel.

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

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



<PAGE>


                                       44



provided, however, that the Trustee's conduct does not constitute wilful
misconduct or negligence.

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

                    SECTION 7.03. Individual Rights of Trustee. The Trustee in
its individual or any other capacity may become the owner or pledgee of
Securities and may otherwise deal with the Company or its Affiliates with the
same rights it would have if it were not Trustee. Any Paying Agent, Registrar,
co-registrar or co-paying agent may do the same with like rights. However, the
Trustee must comply with Sections 7.10 and 7.11.

                    SECTION 7.04. Trustee's Disclaimer. The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture or the Securities, it shall not be accountable for the Company's
use of the proceeds from the Securities, and it shall not be responsible for any
statement of the Company in this Indenture or in any document issued in
connection with the sale of the Securities or in the Securities other than the
Trustee's certificate of authentication.

                    SECTION 7.05. Notice of Defaults. If a Default occurs and is
continuing and if it is known to the Trustee, the Trustee shall mail to each
Securityholder notice of the Default within 90 days after it occurs. Except in
the case of a Default in payment of principal of or interest on any Security
(including payments pursuant to the mandatory redemption provisions of such
Security, if any), the Trustee may withhold the notice if and so long as a
committee of its Trust Officers in good faith determines that withholding the
notice is in the interests of Securityholders.

                    SECTION 7.06. Reports by Trustee to Holders. As promptly as
practicable after each August 15 beginning with the August 15 following the date
of this Indenture, and in any event prior to October 15 in each year, the
Trustee shall mail to each Securityholder a brief report dated as of August 15
that complies with TIA ss. 313(a). The Trustee also shall comply with TIA ss.
313(b).

                    A copy of each report at the time of its mailing to
Securityholders shall be filed with the SEC and each



<PAGE>


                                       45



stock exchange (if any) on which the Securities are listed. The Company agrees
to notify promptly the Trustee whenever the Securities become listed on any
stock exchange and of any delisting thereof.

                    SECTION 7.07. Compensation and Indemnity. The Company shall
pay to the Trustee from time to time such compensation as the Company and the
Trustee shall agree in writing for its services. The Trustee's compensation
shall not be limited by any law on compensation of a trustee of an express
trust. The Company shall reimburse the Trustee upon request for all reasonable
out-of-pocket expenses incurred or made by it, including costs of collection, in
addition to the compensation for its services. Such expenses shall include the
reasonable compensation and expenses, disbursements and advances of the
Trustee's agents, counsel, accountants and experts. The Company shall indemnify
each of the Trustee and any predecessor Trustee against any and all loss,
liability, damage, claim or expense (including reasonable attorneys' fees and
expenses) incurred by it in connection with the acceptance of the administration
of this trust and the performance of its duties hereunder. The Trustee shall
notify the Company promptly of any claim for which it may seek indemnity.
Failure by the Trustee to so notify the Company shall not relieve the Company of
its obligations hereunder. The Company shall defend the claim and the Trustee
may have separate counsel and the Company shall pay the fees and expenses of
such counsel. The Trustee shall not settle any such claim without the written
consent (which shall not be unreasonably withheld) of the Company, provided that
the giving of such consent does not conflict with the provisions of this
Indenture or the TIA. The Company need not reimburse any expense or indemnify
against any loss, liability or expense incurred by the Trustee through the
Trustee's own wilful misconduct, negligence or bad faith.

                    To secure the Company's payment obligations in this Section,
the Trustee shall have a Lien prior to the Securities on all money or property
held or collected by the Trustee other than money or property held in trust to
pay principal of and interest on Securities under Article 8 or otherwise.

                    The Company's payment obligations pursuant to this Section
shall survive the discharge of this Indenture. When the Trustee incurs expenses
after the occurrence of a Default specified in Section 6.01(7) or (8) with
respect to the Company, the expenses are intended to constitute expenses of
administration under Bankruptcy Law.




<PAGE>


                                       46



                    SECTION 7.08. Replacement of Trustee. The Trustee may resign
at any time by so notifying the Company. The Holders of a majority in principal
amount of the Secur ities may remove the Trustee by so notifying the Trustee and
may appoint a successor Trustee. The Company shall remove the Trustee if:

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

                    (2) the Trustee is adjudged bankrupt or insol vent;

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

                    (4) the Trustee otherwise becomes incapable of acting.

                    If the Trustee resigns, is removed by the Company or by the
Holders of a majority in principal amount of the Securities and such Holders do
not reasonably promptly appoint a successor Trustee, or if a vacancy exists in
the office of Trustee for any reason (the Trustee in such event being referred
to herein as the retiring Trustee), the Company shall promptly appoint a
successor Trustee.

                    A successor Trustee shall deliver a written acceptance of
its appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Securityholders. The retiring Trustee shall promptly transfer all
property held by it as Trustee to the successor Trustee, subject to the lien
provided for in Section 7.07.

                    If a successor Trustee does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring Trustee (at the
expense of the Company) or the Holders of 25% in principal amount of the
Securities may petition any court of competent jurisdiction for the appointment
of a successor Trustee.

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




<PAGE>


                                       47



                    Notwithstanding the replacement of the Trustee pursuant to
this Section, the Company's obligations under Section 7.07 shall continue for
the benefit of the retiring Trustee.

                    SECTION 7.09. Successor Trustee by Merger. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust busi ness or assets to, another corporation or banking
associa tion, the resulting, surviving or transferee corporation or banking
association without any further act shall be the successor Trustee.

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

                    SECTION 7.10. Eligibility; Disqualification. The Trustee
shall at all times satisfy the requirements of TIA ss. 310(a). The Trustee shall
have a combined capital and surplus of at least $50,000,000 as set forth in its
most recent published annual report of condition. No obligor upon the Securities
or Person directly controlling, controlled by, or under common control with such
obligor shall serve as Trustee upon the Securities. The Trustee shall comply
with TIA ss. 310(b); provided, however, that there shall be excluded from the
operation of TIA ss. 310(b)(1) any indenture or indentures under which other
securities or certificates of interest or participation in other securities of
the Company are out standing if the requirements for such exclusion set forth in
TIA ss. 310(b)(1) are met.

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





<PAGE>


                                       48



                                                ARTICLE 8

                                    Discharge of Indenture; Defeasance

                    SECTION 8.01. Discharge of Liability on Securi ties;
Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding
Securities (other than Securities replaced pursuant to Section 2.06) for
cancellation or (ii) all outstanding Securities have become due and payable and
the Company irrevocably deposits with the Trustee funds sufficient to pay at
maturity or upon redemption all outstanding Securities, including interest
thereon (other than Securities replaced pursuant to Section 2.06), and if in
either case the Company pays all other sums payable hereunder by the Company,
then this Indenture shall, subject to Sections 8.01(c) and 8.06, cease to be of
further effect. The Trustee shall acknowledge satisfaction and discharge of this
Indenture on demand of the Company accompanied by an Officers' Certificate and
an Opinion of Counsel and at the cost and expense of the Company.

                    (b) Subject to Sections 8.01(c), 8.02 and 8.06, the Company
at any time may terminate (i) all its obliga tions under the Securities and this
Indenture ("legal defeasance option") or (ii) its obligations under Sections
4.01, 4.03 (to the extent that failure to comply with such Section 4.03 shall
not violate the TIA), 4.04, 4.05, 4.06, 4.07, 4.09, 4.10 and 5.01(iv) and the
related operation of Section 6.01(4) and the operation of Sections 6.01(6),
6.01(7) (with respect to Restricted Subsidiaries), 6.01(8) (with respect to
Restricted Subsidiaries) and 6.01(9) ("covenant defeasance option"). The Company
may exercise its legal defeasance option not withstanding its prior exercise of
its covenant defeasance option.

                    If the Company exercises its legal defeasance option,
payment of the Securities may not be accelerated because of an Event of Default.
If the Company exercises its covenant defeasance option, payment of the
Securities may not be accelerated because of an Event of Default specified in
Sections 6.01(4), 6.01(6), 6.01(7) (with respect to Restricted Subsidiaries),
6.01(8) (with respect to Restricted Subsidiaries) and 6.01(9) (except to the
extent covenants or agreements referenced in such Sections remain applicable).

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



<PAGE>


                                       49



                    (c) Notwithstanding clauses (a) and (b) above, the Company's
obligations in Sections 2.03, 2.04, 2.05, 2.06, 7.07, 7.08, 8.04, 8.05 and 8.06
shall survive until the Securities have been paid in full. Thereafter, the
Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive.

                    SECTION 8.02.  Conditions to Defeasance.  The
Company may exercise its legal defeasance option or its
covenant defeasance option only if:

                    (1) the Company irrevocably deposits in trust with the
         Trustee money or U.S. Government Obligations for the payment of
         principal and interest on the Secu rities to maturity or redemption, as
         the case may be;

                    (2) the Company delivers to the Trustee a cer tificate from
         a nationally recognized firm of indepen dent accountants expressing
         their opinion that the pay ments of principal and interest when due and
         without reinvestment on the deposited U.S. Government Obliga tions plus
         any deposited money without investment will provide cash at such times
         and in such amounts as will be sufficient to pay principal and interest
         when due on all the Securities to maturity or redemption, as the case
         may be;

                    (3) 123 days pass after the deposit is made and during the
         123-day period no Default specified in Section 6.01(7) or (8) with
         respect to the Company occurs which is continuing at the end of the
         period;

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

                    (5) the Company delivers to the Trustee an Opinion of
         Counsel to the effect that the trust result ing from the deposit does
         not constitute, or is quali fied as, a regulated investment company
         under the Investment Company Act of 1940;

                    (6) in the case of the legal defeasance option, the Company
         shall have delivered to the Trustee an Opinion of Counsel stating that
         (i) the Company has received from the Internal Revenue Service a
         ruling, or (ii) since the date of this Indenture there has been a
         change in the applicable Federal income tax law, in either case to the
         effect that, and based thereon such Opinion of Counsel shall confirm
         that, the Securityholders will not recognize income, gain or loss for
         Federal income tax purposes as a result of such



<PAGE>


                                       50



         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 defeasance had not occurred;

                    (7) in the case of the covenant defeasance option, the
         Company shall have delivered to the Trustee an Opinion of Counsel to
         the effect that the Security holders will not recognize income, gain or
         loss for Federal income tax purposes as a result of such cove nant
         defeasance and will be subject to Federal income tax on the same
         amounts, in the same manner and at the same times as would have been
         the case if such covenant defeasance had not occurred; and

                    (8) the Company delivers to the Trustee an Offi cers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent to the defeasance and discharge of the Securities as
         contemplated by this Article 8 have been complied with.

                    SECTION 8.03. Application of Trust Money. The Trustee shall
hold in trust money or U.S. Government Obliga tions deposited with it pursuant
to this Article 8. It shall apply the deposited money and the money from U.S.
Government Obligations through the Paying Agent and in accordance with this
Indenture to the payment of principal of and interest on the Securities.

                    SECTION 8.04. Repayment to Company. The Trustee and the
Paying Agent shall promptly turn over to the Company upon request any excess
money or securities held by them at any time.

                    Subject to any applicable abandoned property law, the
Trustee and the Paying Agent shall pay to the Company upon written request any
money held by them for the payment of principal or interest that remains
unclaimed for two years, and, thereafter, Securityholders entitled to the money
must look to the Company for payment as general creditors.

                    SECTION 8.05.  Indemnity for Government
Obligations.  The Company shall pay and shall indemnify the
Trustee against any tax, fee or other charge imposed on or
assessed against deposited U.S. Government Obligations or
the principal and interest received on such U.S. Government
Obligations.

                    SECTION 8.06.  Reinstatement.  If the Trustee or
Paying Agent is unable to apply any money or U.S. Government



<PAGE>


                                       51



Obligations in accordance with this Article 8 by reason of any legal proceeding
or by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company's
obligations under this Indenture and the Securities shall be revived and
reinstated as though no deposit had occurred pursuant to this Article 8 until
such time as the Trustee or Paying Agent is permitted to apply all such money or
U.S. Government Obligations in accordance with this Article 8.


                                                ARTICLE 9

                                                Amendments

                   SECTION 9.01. Without Consent of Holders. The Company and the
Trustee may amend this Indenture or the Securities without notice to or consent
of any Securityholder:

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

                    (2) to comply with Article 5;

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

                    (4) to make any change in Article 10 that would limit or
         terminate the benefits available to any holder of Senior Indebtedness
         (or Representatives therefor) under Article 10;

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

                    (6) 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;

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

                    (8) to make any change that does not adversely affect the
         rights of any Securityholder.



<PAGE>


                                       52



                         An amendment under this Section that makes any
change that adversely affects the rights under Article 10 of any holder of
Senior Indebtedness then outstanding shall not be effective as to such holder
unless such holder (or any group or representative thereof authorized to give a
consent on such holder's behalf) consents to such change.

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

                    SECTION 9.02. With Consent of Holders. The Company and the
Trustee may amend this Indenture or the Securities without notice to any
Securityholder but with the written consent of the Holders of at least a
majority in principal amount of the Securities. However, without the consent of
each Securityholder affected, an amendment may not:

                    (1) reduce the amount of Securities whose
         Holders must consent to an amendment;

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

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

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

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

                    (6) make any change in Article 10 that adversely affects the
         rights of any Securityholder under Article 10;

                    (7) make any change in Section 6.04 or 6.07 or the second
         sentence of this Section; or

                    (8) reduce the premium payable upon the redemption of any
Securities, or change the time at which



<PAGE>


                                       53



any Securities may be redeemed, as set forth under Article 3.

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

                    An amendment under this Section that makes any change that
adversely affects the rights under Article 10 of any holder of Senior
Indebtedness then outstanding shall not be effective as to such holder unless
such holder (or any group or representative thereof authorized to give a consent
on such holder's behalf) consents to such change.

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

                    SECTION 9.03.  Compliance with Trust Indenture
Act.  Every amendment to this Indenture or the Securities
shall comply with the TIA as then in effect.

                    SECTION 9.04. Revocation and Effect of Consents and Waivers.
A consent to an amendment or a waiver by a Holder of a Security shall bind the
Holder and every subse quent Holder of that Security or portion of the Security
that evidences the same debt as the consenting Holder's Security, even if
notation of the consent or waiver is not made on the Security. However, any such
Holder or subse quent Holder may revoke the consent or waiver as to such
Holder's Security or portion of the Security if the Trustee receives the notice
of revocation before the date the amendment or waiver becomes effective. After
an amendment or waiver becomes effective, it shall bind every Security holder.

                    The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Securityholders entitled to give their
consent or take any other action described above or required or permitted to be
taken pursuant to this Indenture. If a record date is fixed, then
notwithstanding the immediately preceding paragraph, those Persons who were
Securityholders at such record date (or their duly designated proxies), and only
those Persons, shall be entitled to give such consent or to revoke any consent
previously given or to take any such action, whether or not such Persons
continue to be Holders



<PAGE>


                                       54



after such record date. No such consent shall be valid or effective for more
than 120 days after such record date.

                    SECTION 9.05. Notation on or Exchange of Securities. If an
amendment changes the terms of a Security, the Trustee may require the Holder of
the Security to deliver it to the Trustee. The Trustee may place an appropriate
notation on the Security regarding the changed terms and return it to the
Holder. Alternatively, if the Company or the Trustee so determines, the Company
in exchange for the Security shall issue and the Trustee shall authenticate a
new Security that reflects the changed terms. Failure to make the appropriate
notation or to issue a new Security shall not affect the validity of such
amendment.

                    SECTION 9.06. Trustee To Sign Amendments. The Trustee shall
sign any amendment authorized pursuant to this Article 9 if the amendment does
not adversely affect the rights, duties, liabilities or immunities of the
Trustee. If it does, the Trustee may but need not sign it. In signing such
amendment the Trustee shall be entitled to receive indemnity reasonably
satisfactory to it and to receive, and (subject to Section 7.01) shall be fully
protected in relying upon, an Officers' Certificate and an Opinion of Counsel
stating that such (i) amendment is authorized or permitted by this Indenture and
that all conditions precedent to the execution, delivery and performance of such
amendment have been satisfied; (ii) the Company has all necessary corporate
power and authority to execute and deliver the amendment and that the execution,
delivery and performance of such amendment has been duly authorized by all
necessary corporate action; (iii) the execution, delivery and performance of the
amendment do not conflict with, or result in the breach of or constitute a
default under any of the terms, conditions or provisions of (a) the Indenture,
(b) the Certificate of Incorporation or By-Laws of the Company, (c) any law or
regulation applicable to the Company, (d) any material order, writ, injunction
or decree of any court or governmental instrumentality applicable to the Company
or (e) any material agreement or instrument to which the Company is subject;
(iv) such amendment has been duly and validly executed and delivered by the
Company, and the Indenture together with such amendment constitutes a legal,
valid and binding obligation of the Company enforceable against the Company in
accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency or similar laws affecting the enforcement of
creditors' rights generally and general equitable principles; and (v) the
Indenture together with such amendment complies with the TIA.




<PAGE>


                                       55



                    SECTION 9.07. Payment for Consent. Neither the Company nor
any Affiliate of the Company shall, directly or indirectly, pay or cause to be
paid any consideration, whether by way of interest, fee or otherwise, to any
Holder for or as an inducement to any consent, waiver or amendment of any of the
terms or provisions of this Indenture or the Securities unless such
consideration is offered to be paid to all Holders that so consent, waive or
agree to amend in the time frame set forth in solicitation documents relating to
such consent, waiver or agreement.


                                                ARTICLE 10

                                              Subordination

                    SECTION 10.01. Agreement To Subordinate. The Company agrees,
and each Securityholder by accepting a Security agrees, that the Indebtedness
evidenced by the Securities is subordinated in right of payment, to the extent
and in the manner provided in this Article 10, to the prior payment in cash of
all Senior Indebtedness and that the subordination is for the benefit of and
enforceable by the holders of such Senior Indebtedness. The Securities shall in
all respects rank pari passu with all other Senior Subordinated Indebtedness of
the Company and only Indebtedness which is Senior Indebtedness shall rank senior
to the Securities in accordance with the provisions set forth herein. All
provisions of this Article 10 shall be subject to Section 10.12.

                    SECTION 10.02. Liquidation, Dissolution, Bankruptcy. Upon
any payment or distribution of the assets of the Company to creditors upon a
total or partial liquidation or a total or partial dissolution of the Company or
in a bankruptcy, reorganization, insolvency, receivership or similar proceeding
relating to the Company or its property:

                    (1) holders of Senior Indebtedness shall be entitled to
         receive payment in full of such Senior Indebtedness in cash before
         Securityholders shall be entitled to receive any payment of principal
         of or interest on the Securities; and

                    (2) until such Senior Indebtedness is paid in full, any
         distribution to which Securityholders would be entitled but for this
         Article 10 shall be made to holders of such Senior Indebtedness as
         their interests may appear, except that Securityholders may receive
         shares of stock and any debt securities that are subordinated to such
         Senior Indebtedness to at least the same extent as the Securities.

                    SECTION 10.03. Default on Senior Indebtedness. The Company
may not pay the principal of or interest on the Securities or make any deposit
pursuant to Section 8.01 and may not repurchase, redeem or otherwise retire any
Securities (collectively, "pay the Securities") if (i) any Designated Senior
Indebtedness is not paid when due or (ii) any other default on Designated Senior
Indebtedness occurs and the maturity of such Designated Senior Indebtedness is
accelerated in accordance with its terms unless, in either case, (x) the default
has been cured or waived and any such acceleration has been rescinded or (y)
such Designated Senior Indebtedness has been paid in full; provided, however,
that the Company may pay the Securities without regard to the foregoing if the
Company and the Trustee receive written notice approving such payment from the
Representative of such Designated Senior Indebtedness. During the continuance of
any default (other than a default described in clause (i) or (ii) of the
preceding sentence) with respect to any Designated Senior Indebtedness pursuant
to which the maturity thereof may be accelerated immediately without further
notice (except such notice as may be required to effect such acceleration) or
the expiration of any applicable grace periods, the Company may not pay the
Securities for a period (a "Payment Blockage Period") commencing upon the
receipt by the Company and the Trustee of written notice (a "Blockage Notice")
of such default from the Representative of such Designated Senior Indebtedness
specifying an election to effect a Payment Blockage Period and ending 179 days
thereafter (or earlier if such Payment Blockage Period is terminated (i) by
written notice to the Trustee and the Company from the Person or Persons who
gave such Blockage Notice, (ii) by repayment in full of such Designated Senior
Indebtedness or (iii) because the default giving rise to such Blockage Notice is
no longer continuing). Notwithstanding the provisions described in the
immediately preceding sentence (but subject to the provisions contained in the
first sentence of this Section), unless the holders of such Designated Senior
Indebtedness or the Representative of such holders shall have accelerated the
maturity of such Designated Senior Indebtedness, the Company may resume payments
on the Securities after such Payment Blockage Period. Not more than one Blockage
Notice may be given in any consecutive 360-day period, irrespective of the
number of defaults with respect to Designated Senior Indebtedness during such
period; provided, however, that if any Blockage Notice within such 360-day
period is given by or on behalf of any holders of Designated Senior Indebtedness
(other than the Bank Indebtedness), the



<PAGE>


                                       56



Representative of the Bank Indebtedness may give another Blockage Notice within
such period; provided further, however, that in no event may the total number of
days during which any Payment Blockage Period or Periods is in effect exceed 179
days in the aggregate during any 360- consecutive-day period. For purposes of
this Section, no default or event of default which existed or was continuing on
the date of the commencement of any Payment Blockage Period with respect to the
Designated Senior Indebtedness initiating such Payment Blockage Period shall be,
or be made, the basis of the commencement of a subsequent Payment Blockage
Period by the Representative of such Designated Senior Indebtedness, whether or
not within a period of 360 consecutive days, unless such default or event of
default shall have been cured or waived for a period of not less than 90
consecutive days.

                    SECTION 10.04. Acceleration of Payment of Securities. If
payment of the Securities is accelerated because of an Event of Default, the
Company or the Trustee shall within three business days of acceleration notify
in writing the holders of the Designated Senior Indebtedness (or their
Representatives) of the acceleration.

                    SECTION 10.05. When Distribution Must Be Paid Over. If a
distribution is made to Securityholders that because of this Article 10 should
not have been made to them, the Securityholders who receive the distribution
shall hold it in trust for holders of Senior Indebtedness and pay it over to
them pro rata as their interests may appear.

                    SECTION 10.06. Subrogation. After all Senior Indebtedness is
paid in full and until the Securities are paid in full, Securityholders shall be
subrogated to the rights of holders of such Senior Indebtedness to receive
distributions applicable to such Senior Indebtedness. A distribution made under
this Article 10 to holders of such Senior Indebtedness which otherwise would
have been made to Securityholders is not, as between the Company and
Securityholders, a payment by the Company on such Senior Indebtedness.

                    SECTION 10.07.  Relative Rights.  This
Article 10 defines the relative rights of Securityholders
and holders of Senior Indebtedness.  Nothing in this
Indenture shall:

                    (1) impair, as between the Company and Secu rityholders, the
         obligation of the Company, which is absolute and unconditional, to pay
         principal of and



<PAGE>


                                       57



         interest on the Securities in accordance with their
         terms; or

                    (2) prevent the Trustee or any Securityholder from
         exercising its available remedies upon a Default, subject to the rights
         of holders of Senior Indebtedness to receive distributions otherwise
         payable to Securityholders.

                    SECTION 10.08. Subordination Rights Not Impaired by Acts or
Omissions of Company or Holders of Senior Indebtedness. No right of any present
or future holders of any Senior Indebtedness to enforce subordination as
provided herein 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 of this Indenture, regardless of any knowledge thereof with which
any such holder may have or be otherwise charged.

                    SECTION 10.09. Rights of Trustee and Paying Agent. The
Company shall give prompt written notice to the Trustee of any fact known to the
Company that would prohibit the making of any payment to or by the Trustee in
respect of the Securities. Notwithstanding Section 10.03, the Trustee or Paying
Agent may continue to make payments on the Securities and shall not be charged
with knowledge of the existence of facts that would prohibit the making of any
such payments unless, not less than two Business Days prior to the date of such
payment, a Trust Officer of the Trustee receives notice satisfactory to it that
payments may not be made under this Article 10. The Company, the Registrar or
co-registrar, the Paying Agent, a Representative or a holder of Senior
Indebtedness may give the notice; provided, however, that, if an issue of Senior
Indebtedness has a Representative, only the Representative may give the notice.

                    The Trustee in its individual or any other capa city may
hold Senior Indebtedness with the same rights it would have if it were not
Trustee. The Registrar and co-registrar and the Paying Agent may do the same
with like rights. The Trustee shall be entitled to all the rights set forth in
this Article 10 with respect to any Senior Indebtedness which may at any time be
held by it, to the same extent as any other holder of such Senior Indebtedness;
and nothing in Article 8 shall deprive the Trustee of any of its rights as such
holder. Nothing in this Article 10 shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 7.07.




<PAGE>


                                       58



                    SECTION 10.10. Distribution or Notice to Representative.
Whenever a distribution is to be made or a notice given to holders of Senior
Indebtedness, the distribution may be made and the notice given to their
Representative (if any).

                    SECTION 10.11. Article 10 Not To Prevent Events of Default
or Limit Right To Accelerate. The failure to make a payment pursuant to the
Securities by reason of any provision in this Article 10 shall not be construed
as pre venting the occurrence of a Default. Nothing in this Article 10 shall
have any effect on the right of the Secu rityholders or the Trustee to
accelerate the maturity of the Securities.

                    SECTION 10.12. Trust Moneys Not Subordinated.
Notwithstanding anything contained herein to the contrary, payments from money
or the proceeds of U.S. Government Obligations held in trust under Article 8 by
the Trustee for the payment of principal of and interest on the Securities shall
not be subordinated to the prior payment of any Senior Indebtedness or subject
to the restrictions set forth in this Article 10, and none of the
Securityholders shall be obligated to pay over any such amount to the Company or
any holder of Senior Indebtedness or any other creditor of the Company.

                    SECTION 10.13.  Trustee Entitled To Rely.  Upon
any payment or distribution pursuant to this Article 10, the Trustee and the
Securityholders shall be entitled to rely (i) upon any order or decree of a
court of competent juris diction in which any proceedings of the nature referred
to in Section 10.02 are pending, (ii) upon a certificate of the liquidating
trustee or agent or other Person making such payment or distribution to the
Trustee or to the Security holders or (iii) upon the Representatives for the
holders of Senior Indebtedness for the purpose of ascertaining the Persons
entitled to participate in such payment or distribution, the holders of such
Senior Indebtedness 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 10. In the event that the Trustee
determines, in good faith, that evidence is required with respect to the right
of any Person as a holder of Senior Indebtedness to participate in any payment
or distribution pursuant to this Article 10, the Trustee may request such Person
to furnish evidence to the reasonable satisfaction of the Trustee as to the
amount of such Senior Indebtedness held by such Person, the extent to which such
Person is entitled to participate in such payment or distribution and other
facts pertinent to



<PAGE>


                                       59



the rights of such Person under this Article 10, 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. The
provisions of Sections 7.01 and 7.02 shall be applicable to all actions or
omissions of actions by the Trustee pursuant to this Article 10.

                    SECTION 10.14. Trustee To Effectuate Subordina tion. Each
Securityholder by accepting a Security author izes and directs the Trustee to
execute and deliver documents and on his behalf to take such action as may be
necessary or appropriate to acknowledge or effectuate the subordination between
the Securityholders and the holders of Senior Indebtedness as provided in this
Article 10 and appoints the Trustee as attorney-in-fact for any and all such
purposes.

                    SECTION 10.15. Trustee Not Fiduciary for Holders of Senior
Indebtedness. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and shall not be liable to any such holders if it
shall negligently pay over or distribute to Securityholders or the Company or
any other Person, money or assets to which any holders of Senior Indebtedness
shall be entitled by virtue of this Article 10 or otherwise; provided that the
Trustee shall be liable for any such payment or distribution made through its
gross negligence or willful misconduct. With respect to the holders of Senior
Indebtedness, the Trustee undertakes to perform or to observe only such of its
covenants or obligations as are specifically set forth in this Article 10 and no
implied covenants or obligations with respect to holders of Senior Indebtedness
shall be read into this Indenture against the Trustee.

                    SECTION 10.16. Reliance by Holders of Senior Indebtedness on
Subordination Provisions. Each Securityholder by accepting a Security
acknowledges and agrees that the foregoing subordination provisions are, and are
intended to be, an inducement and a consideration to each holder of any Senior
Indebtedness, whether such Senior Indebtedness was created or acquired before or
after the issuance of the Securities, to acquire and continue to hold, or to
continue to hold, such Senior Indebtedness and such holder of such Senior
Indebtedness shall be deemed conclu sively to have relied on such subordination
provisions in acquiring and continuing to hold, or in continuing to hold, such
Senior Indebtedness.





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                                       60



                                   ARTICLE 11

                                  Miscellaneous

                    SECTION 11.01. Trust Indenture Act Controls. If and to the
extent that any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by, or with another provision (an "incorporated provision")
included in this Indenture by operation of, Sections 310 to 318, inclusive, of
the TIA, such imposed duties or incorporated provision shall control.

                    SECTION 11.02.  Notices.  Any notice or
communication shall be in writing and delivered in person or
mailed by first-class mail addressed as follows:

                               if to the Company:

                          Lenfest Communications, Inc.
                              c/o The Lenfest Group
                              200 Cresson Boulevard
                              P.O. Box 289
                              Oaks, PA 19456-0989
                              Phone: (610) 650-3000
                              Fax: (610) 650-3001

                              Attention of each of the President and the
                              General Counsel


                               if to the Trustee:

                              The Bank of New York
                              101 Barclay Street, Floor 21W
                              New York, N.Y. 10286
                              Phone: (212) 815-5741
                              Fax: (212) 815-5915

                              Attention of Corporate Trust Trustee
                              Administration

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

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




<PAGE>


                                       61



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

                    SECTION 11.03. Communication by Holders with Other Holders.
Securityholders may communicate pursuant to TIA ss. 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar and anyone else shall have
the protection of TIA ss. 312(c).

                    SECTION 11.04. Certificate and Opinion as to Conditions
Precedent. Upon any request or application by the Company to the Trustee to take
or refrain from taking any action under this Indenture, the Company shall
furnish to the Trustee:

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

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

                    SECTION 11.05. Statements Required in Certificate or
Opinion. Each certificate or opinion with respect to compliance with a covenant
or condition provided for in this Indenture shall include:

                    (1) a statement that the individual making such certificate
         or opinion has read such covenant or condi tion;

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

                    (3) a statement that, in the opinion of such 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



<PAGE>


                                       62



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

                    SECTION 11.06. Rules by Trustee, Paying Agent and Registrar.
The Trustee may make reasonable rules for action by or a meeting of
Securityholders. The Registrar and the Paying Agent may make reasonable rules
for their functions.

                    SECTION 11.07. Legal Holidays. A "Legal Holiday" is a
Saturday, a Sunday or a day on which banking institutions are not required to be
open in the State of New York. If a payment date is a Legal Holiday, payment
shall be made on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period. If a regular record date is a
Legal Holiday, the record date shall not be affected.

                    SECTION 11.08. GOVERNING LAW. THIS INDENTURE AND THE
SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.

                    SECTION 11.09. No Recourse Against Others. A director,
officer, employee or stockholder, as such, of the Company shall not have any
liability for any obligations of the Company under the Securities or this
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Security, each Securityholder
shall waive and release all such liability. The waiver and release shall be
part of the consideration for the issue of the Securities.

                    SECTION 11.10.  Successors.  All agreements of
the Company in this Indenture and the Securities shall bind
its successors.  All agreements of the Trustee in this
Indenture shall bind its successors.

                    SECTION 11.11.  Multiple Originals.  The parties
may sign any number of copies of this Indenture.  Each
signed copy shall be an original, but all of them together
represent the same agreement.  One signed copy is enough to
prove this Indenture.

                    SECTION 11.12.  Table of Contents; Headings.
The table of contents, cross-reference sheet and headings of
the Articles and Sections of this Indenture have been
inserted for convenience of reference only, are not intended



<PAGE>


                                       63



to be considered a part hereof and shall not modify or
restrict any of the terms or provisions hereof.

                    SECTION 11.13. Severability. 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.






<PAGE>


                                       64


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


                                      LENFEST COMMUNICATIONS, INC.

                                        by     /s/ Maryann V. Bryla
                                               -----------------------
                                               Name:
                                               Title:


                                      THE BANK OF NEW YORK, as
                                      Trustee

                                        by     /s/ Lucille Firrincieli
                                               ------------------------
                                               Name: Lucille Firrincieli
                                               Title: Vice President