<PAGE>

                                                                     EXHIBIT 4.1
                                                                  EXECUTION COPY

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

                        GRANITE BROADCASTING CORPORATION,

                                    as Issuer

                          THE GUARANTORS PARTY HERETO,

                                  as Guarantors

                      9 3/4% Senior Secured Notes due 2010

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

                                    INDENTURE

                          Dated as of December 22, 2003

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

                              The Bank of New York,
                                   as Trustee

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

<PAGE>

                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
Trust Indenture Act Section                                                              Indenture Section
---------------------------                                                              -----------------
<S>                                                                                      <C>
310(a)(1)......................................................................          7.10
   (a)(2)......................................................................          7.10
   (a)(3)......................................................................          N.A.
   (a)(4)......................................................................          N.A.
   (a)(5)......................................................................          7.10
   (b).........................................................................          7.3, 7.8, 7.10
   (c).........................................................................          N.A.
311(a).........................................................................          7.11
   (b).........................................................................          7.11
   (c).........................................................................          N.A.
312(a).........................................................................          2.5
   (b).........................................................................          15.3
   (c).........................................................................          15.3
313(a).........................................................................          7.6
   (b)(1)......................................................................          N.A.
   (b)(2)......................................................................          7.6
   (c).........................................................................          7.6, 15.2
   (d).........................................................................          7.6
314(a).........................................................................          4.3, 4.4
   (b).........................................................................          N.A.
   (c)(1)......................................................................          15.4
   (c)(2)......................................................................          15.4
   (c)(3)......................................................................          15.4
   (d).........................................................................          10.5(b), 10.6(a),
                                                                                         10.6(b), 10.6(c),
                                                                                         12.2(b)
   (e).........................................................................          15.5
   (f).........................................................................          N.A.
315(a).........................................................................          7.1(b)
   (b).........................................................................          7.5, 15.2
   (c).........................................................................          7.1(a)
   (d).........................................................................          7.1(c)
   (e).........................................................................          6.11
316(a)(last sentence)..........................................................          2.9
   (a)(1)(A)...................................................................          6.5
   (a)(1)(B)...................................................................          6.4
   (a)(2)......................................................................          N.A.
   (b).........................................................................          6.7
   (c).........................................................................          N.A.
317(a)(1)......................................................................          6.8
   (a)(2)......................................................................          6.9
   (b).........................................................................          2.4
318(a).........................................................................          15.1
   (b).........................................................................          N.A.
   (c).........................................................................          15.1
</TABLE>

*        This Cross-Reference Table shall not, for any purpose, be deemed a part
         of the Indenture.

<PAGE>

         N.A. means not applicable.

                                       -3-

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
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<S>                                                                                                             <C>
                                                         ARTICLE I.

                                        DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1.      Definitions.................................................................................    1
Section 1.2.      Other Definitions...........................................................................   26
Section 1.3.      Incorporation by Reference of Trust Indenture Act...........................................   27
Section 1.4.      Rules of Construction.......................................................................   27
Section 1.5.      Actions of Holders..........................................................................   28

                                                         ARTICLE II.

                                                         THE NOTES

Section 2.1.      Form and Dating.............................................................................   28
Section 2.2.      Execution and Authentication................................................................   29
Section 2.3.      Registrar and Paying Agent..................................................................   30
Section 2.4.      Paying Agents to Hold Money in Trust........................................................   30
Section 2.5.      Holder Lists................................................................................   31
Section 2.6.      Transfer and Exchange.......................................................................   31
Section 2.7.      Replacement Notes...........................................................................   38
Section 2.8.      Outstanding Notes...........................................................................   38
Section 2.9.      Treasury Notes..............................................................................   39
Section 2.10.     Temporary Notes.............................................................................   39
Section 2.11.     Cancellation................................................................................   39
Section 2.12.     Defaulted Interest..........................................................................   39
Section 2.13.     Persons Deemed Owners.......................................................................   39
Section 2.14.     CUSIP Numbers...............................................................................   40

                                                        ARTICLE III.

                                                 REDEMPTION AND REPURCHASE

Section 3.1.      Notices to Trustee..........................................................................   40
Section 3.2.      Selection of Notes..........................................................................   41
Section 3.3.      Notice of Optional or Special Redemption....................................................   41
Section 3.4.      Effect of Notice of Redemption..............................................................   42
Section 3.5.      Deposit of Redemption Price.................................................................   42
Section 3.6.      Notes Redeemed in Part......................................................................   43
Section 3.7.      Optional Redemption.........................................................................   43
Section 3.8.      Special Redemption..........................................................................   43
Section 3.9.      Repurchase upon Change of Control Offer.....................................................   43
Section 3.10.     Repurchase upon Application of Net Cash Proceeds and Net Loss Proceeds......................   45
</TABLE>

                                       -i-

<PAGE>

<TABLE>
<CAPTION>
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                                                   ARTICLE IV.

                                                   COVENANTS

Section 4.1.      Payment of Principal and Interest...........................................................   46
Section 4.2.      Maintenance of Office or Agency.............................................................   47
Section 4.3.      Reports.....................................................................................   47
Section 4.4.      Compliance Certificate......................................................................   47
Section 4.5.      Taxes.......................................................................................   48
Section 4.6.      Stay, Extension and Usury Laws..............................................................   48
Section 4.7.      Limitation on Restricted Payments...........................................................   48
Section 4.8.      Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.....   51
Section 4.9.      Limitation on Incurrence of Additional Indebtedness.........................................   52
Section 4.10.     Limitation on Asset Sales...................................................................   53
Section 4.11.     Limitations on Transactions with Affiliates.................................................   56
Section 4.12.     Limitation on Liens.........................................................................   57
Section 4.13.     Continued Existence.........................................................................   57
Section 4.14.     Insurance Matters...........................................................................   57
Section 4.15.     Offer to Repurchase upon Change of Control..................................................   58
Section 4.16.     Additional Subsidiary Guarantees............................................................   58
Section 4.17.     Conduct of Business.........................................................................   59
Section 4.18.     Payments for Consent........................................................................   59
Section 4.19.     Events of Loss..............................................................................   59
Section 4.20.     Limitation on Preferred Stock, etc. of Restricted Subsidiaries..............................   60
Section 4.21.     Post-Closing Action Related to Real Property................................................   60
Section 4.22.     Special Notes Repurchase Offer..............................................................   61
Section 4.23.     Limitation on Asset Acquisitions for Cash...................................................   62

                                                  ARTICLE V.

                                                 SUCCESSORS

Section 5.1.      Merger, Consolidation and Sale of Assets....................................................   62
Section 5.2.      Successor Corporation Substituted...........................................................   64

                                                 ARTICLE VI.

                                            DEFAULTS AND REMEDIES

Section 6.1.      Events of Default...........................................................................   64
Section 6.2.      Acceleration................................................................................   66
Section 6.3.      Other Remedies..............................................................................   67
Section 6.4.      Waiver of Past Defaults.....................................................................   67
Section 6.5.      Control by Majority.........................................................................   67
Section 6.6.      Limitation on Suits.........................................................................   67
Section 6.7.      Rights of Holders of Notes to Receive Payment...............................................   68
Section 6.8.      Collection Suit by Trustee..................................................................   68
</TABLE>

                                      -ii-

<PAGE>

<TABLE>
<CAPTION>
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Section 6.9.      Trustee May File Proofs of Claim............................................................   68
Section 6.10.     Priorities..................................................................................   69
Section 6.11.     Undertaking for Costs.......................................................................   69

                                                   ARTICLE VII.

                                           TRUSTEE AND COLLATERAL AGENT

Section 7.1.      Duties of Trustee...........................................................................   69
Section 7.2.      Rights of Trustee...........................................................................   70
Section 7.3.      Individual Rights of Trustee................................................................   71
Section 7.4.      Trustee's Disclaimer........................................................................   72
Section 7.5.      Notice of Defaults..........................................................................   72
Section 7.6.      Reports by Trustee to Holders of the Notes..................................................   72
Section 7.7.      Compensation, Reimbursement and Indemnity...................................................   72
Section 7.8.      Replacement of Trustee......................................................................   73
Section 7.9.      Successor Trustee by Merger, Etc............................................................   74
Section 7.10.     Eligibility; Disqualification...............................................................   74
Section 7.11.     Preferential Collection of Claims Against Company...........................................   74
Section 7.12.     Replacement of Collateral Agent.............................................................   75

                                                 ARTICLE VIII.

                                     LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.1.      Option to Effect Legal Defeasance or Covenant Defeasance....................................   75
Section 8.2.      Legal Defeasance and Discharge..............................................................   76
Section 8.3.      Covenant Defeasance.........................................................................   76
Section 8.4.      Conditions to Legal or Covenant Defeasance..................................................   77
Section 8.5.      Deposited Money and U.S. Government Securities to Be Held in Trust;
                    Other Miscellaneous Provisions............................................................   78
Section 8.6.      Repayment to the Company....................................................................   79
Section 8.7.      Reinstatement...............................................................................   79

                                                   ARTICLE IX.

                                         AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.1.      Without Consent of Holders of Notes.........................................................   79
Section 9.2.      With Consent of Holders of Notes............................................................   80
Section 9.3.      Compliance with Trust Indenture Act.........................................................   82
Section 9.4.      Revocation and Effect of Consents...........................................................   82
Section 9.5.      Notation on or Exchange of Notes............................................................   82
Section 9.6.      Trustee to Sign Amendment, Etc..............................................................   82
</TABLE>

                                      -iii-

<PAGE>

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<CAPTION>
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<S>                                                                                                             <C>
                                                    ARTICLE X.

                                        COLLATERAL AND SECURITY DOCUMENTS

Section 10.1.     Security Documents; Additional Collateral...................................................   83
Section 10.2.     Recording...................................................................................   84
Section 10.3.     Possession of the Collateral................................................................   85
Section 10.4.     Suits to Protect the Collateral.............................................................   85
Section 10.5.     Release of Collateral.......................................................................   85
Section 10.6.     Specified Releases of Collateral............................................................   86
Section 10.7.     Disposition of Collateral Without Release...................................................   89
Section 10.8.     Sufficiency of Release......................................................................   91
Section 10.9.     Interest Swap Intercreditor Agreement.......................................................   91
Section 10.10.    Actions by the Trustee......................................................................   91
Section 10.11.    Collateral Agent............................................................................   92

                                                   ARTICLE XI.

                                                    GUARANTEE

Section 11.1.     Unconditional Guarantee.....................................................................   92
Section 11.2.     Severability................................................................................   93
Section 11.3.     Limitation of Guarantor's Liability.........................................................   93
Section 11.4.     Release of Guarantor........................................................................   94
Section 11.5.     Contribution................................................................................   94
Section 11.6.     Waiver of Subrogation.......................................................................   95
Section 11.7.     Execution of Guarantee......................................................................   95
Section 11.8.     Waiver of Stay, Extension or Usury Laws.....................................................   95

                                                   ARTICLE XII.

                                                COLLATERAL ACCOUNT

Section 12.1.     Collateral Account..........................................................................   96
Section 12.2.     Withdrawal of Net Loss Proceeds.............................................................   96
Section 12.3.     Withdrawal of Net Cash Proceeds to Fund an Asset Sale Offer.................................   97
Section 12.4.     Withdrawal of Trust Monies for Investment in Replacement Assets.............................   97
Section 12.5.     Investment of Trust Monies..................................................................   98
Section 12.6.     Use of Trust Monies.........................................................................   99
Section 12.7.     Repurchase Sub-Account......................................................................   99
Section 12.8.     Disposition of Notes Retired................................................................  100
</TABLE>

                                      -iv-

<PAGE>

<TABLE>
<CAPTION>
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<S>                                                                                                             <C>
                                                        ARTICLE XIII.

                                                        [RESERVED]

                                                        ARTICLE XIV.

                                                SATISFACTION AND DISCHARGE

Section 14.1.     Satisfaction and Discharge..................................................................  100
Section 14.2.     Application of Trust........................................................................  101

                                                      ARTICLE XV.

                                                    MISCELLANEOUS

Section 15.1.     Trust Indenture Act Controls................................................................  101
Section 15.2.     Notices.....................................................................................  102
Section 15.3.     Communication by Holders of Notes with Other Holders of Notes...............................  102
Section 15.4.     Certificate and Opinion as to Conditions Precedent..........................................  103
Section 15.5.     Statements Required in Certificate or Opinion...............................................  103
Section 15.6.     Rules by Trustee and Agents.................................................................  104
Section 15.7.     No Personal Liability of Directors, Officers, Employees and Stockholders....................  104
Section 15.8.     Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.............................  104
Section 15.9.     No Adverse Interpretation of Other Agreements...............................................  104
Section 15.10.    Successors..................................................................................  105
Section 15.11.    Severability................................................................................  105
Section 15.12.    Counterpart Originals.......................................................................  105
Section 15.13.    Table of Contents, Headings, Etc............................................................  105
Section 15.14.    Qualification of Indenture..................................................................  105
</TABLE>

                                    EXHIBITS

Exhibit A         Form of Series A Note

Exhibit B         Form of Series B Note

Exhibit C         Form of Guarantee

Exhibit D(1)      Form of Regulation S Certification

Exhibit D(2)      Form of Certificate to Be Delivered upon Exchange or
                  Registration of Transfer of Notes

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

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

                                       -v-

<PAGE>

Exhibit G         Form of Security Agreement

Exhibit H         Form of Mortgage

Exhibit I         Form of Incumbency Certificate

                                    SCHEDULES

Schedule 1        Mortgaged Property on the Issue Date

Schedule 2        Leasehold Mortgages to Be Obtained Following the Issue Date

                                      -vi-

<PAGE>

                                    INDENTURE

                  INDENTURE dated as of December 22, 2003 among Granite
Broadcasting Corporation, a Delaware corporation (the "Company"), the Guarantors
(as defined herein) and The Bank of New York, a New York banking corporation, as
trustee (the "Trustee").

                  Each party agrees as follows for the benefit of the other
parties and for the equal and ratable benefit of the Holders (as defined below)
of the Company's 9 3/4% Senior Secured Notes due 2010:

                                   ARTICLE I.

                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1.      Definitions.

                  "Acquired Indebtedness" means Indebtedness of a Person or any
of its Subsidiaries existing at the time such Person becomes a Restricted
Subsidiary of the Company or at the time it merges or consolidates with or into
the Company or any of its Subsidiaries or assumed in connection with the
acquisition of assets from such Person and in each case not incurred by such
Person in connection with, or in anticipation or contemplation of, such Person
becoming a Restricted Subsidiary of the Company or such acquisition, merger or
consolidation.

                  "Additional Interest" means all additional interest then owing
pursuant to Section 2 of the Registration Rights Agreement.

                  "Additional Notes" means Notes, in addition to the
$405,000,000 aggregate principal amount of Series A Notes issued on the Issue
Date (or the Series B Notes issued in exchange for the Series A Notes issued on
the Issue Date) (together, the "Initial Notes"), issued pursuant to Article II
hereof and in compliance with Section 4.9 hereof, that are subject to the
provisions of this Indenture.

                  "Affiliate" means, with respect to any specified Person, any
other Person who directly or indirectly through one or more intermediaries
controls, or is controlled by, or is under common control with, such specified
Person. For so long as any individual or entity that is a Permitted Holder is an
Affiliate of such Person, all Permitted Holders shall be deemed to be Affiliates
of such Person. The term "control" means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of
a Person, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative of the foregoing.

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

                  "Asset Acquisition" means (1) an Investment by the Company or
any Restricted Subsidiary of the Company in any other Person pursuant to which
such Person shall become a Restricted Subsidiary of the Company or any
Restricted Subsidiary of the Company, or shall be merged with or into the
Company or any Restricted Subsidiary of the Company, or (2) the acquisition by
the Company or any Restricted Subsidiary of the Company of the assets of any
Person (other than a Restricted Subsidiary of the Company) which constitute all
or substantially all of the assets of such Person or comprise any business unit,
division or line of business of such Person or any broadcast station.

<PAGE>

                  "Asset Sale" means any direct or indirect sale, issuance,
conveyance, transfer, lease (other than operating leases entered into in the
ordinary course of business), assignment or other transfer for value by the
Company or any of its Restricted Subsidiaries (including any Sale and Leaseback
Transaction) to any Person other than the Company or a Wholly Owned Restricted
Subsidiary of the Company of:

                  (1)      any Capital Stock of any Restricted Subsidiary of the
         Company; or

                  (2)      any other property or assets of the Company or any
         Restricted Subsidiary of the Company other than in the ordinary course
         of business (including a television station or license);

provided, however, that asset sales or other dispositions shall not include:

                  (a)      a transaction or series of related transactions for
         which the Company or its Restricted Subsidiaries receive aggregate
         consideration of less than $1.0 million;

                  (b)      the sale, lease, conveyance, disposition or other
         transfer of all or substantially all of the assets of the Company as
         permitted under Article V hereof;

                  (c)      any Restricted Payment permitted by Section 4.7
         hereof or that constitutes a Permitted Investment and the disposition
         of an Investment constituting a Restricted Payment;

                  (d)      the sale or discount, in each case without recourse,
         of accounts receivable arising in the ordinary course of business, but
         only in connection with the compromise or collection thereof;

                  (e)      disposals or replacements of obsolete or worn out
         equipment;

                  (f)      an Asset Swap permitted by Section 4.10 hereof;

                  (g)      cash and Cash Equivalents; or

                  (h)      any transaction constituting a Change of Control.

                  "Asset Swap" means a concurrent purchase and sale or exchange
of Permitted Business Assets between the Company or any of its Restricted
Subsidiaries and another Person (including an LSAE so long as such assets are
subject to a Local Services Agreement); it being understood that an Asset Swap
may include a cash equalization payment made in connection therewith; provided
that such cash payment, if received by the Company or its Subsidiaries, shall be
deemed to be proceeds received from an Asset Sale and shall be applied in
accordance with Section 4.10 hereof.

                  "Authority" means any national, federal, state, municipal or
local government or quasi-governmental agency or authority.

                  "Bankruptcy Law" means Title 11, U.S. Code or any similar
Federal or state law for the relief of debtors.

                  "Board of Directors" means, as to any Person, the board of
directors (or similar governing body) of such Person or any duly authorized
committee thereof.

                                       -2-

<PAGE>

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

                  "Broadcast Cash Flow" means, with respect to any Person for
any period, operating income or loss plus depreciation and amortization,
corporate expense, non-cash compensation and program amortization, less program
payments, all as determined on a consolidated basis for such Person and its
Restricted Subsidiaries in accordance with GAAP.

                  "Business Day" means any day other than a Saturday, a Sunday
or a day on which banking institutions in The City of New York are authorized by
law, regulation or executive order to remain closed. If a payment date is not a
Business Day, payment may be made on the next succeeding day that is a Business
Day, and no interest shall accrue for the intervening period.

                  "Capital Stock" means:

                  (1)      with respect to any Person that is a corporation, any
         and all shares, interests, participations or other equivalents (however
         designated and whether or not voting) of corporate stock, including
         each class of Common Stock and Preferred Stock of such Person, and all
         options, warrants or other rights to purchase or acquire any of the
         foregoing; and

                  (2)      with respect to any Person that is not a corporation,
         any and all partnership, membership or other equity interests of such
         Person, and all options, warrants or other rights to purchase or
         acquire any of the foregoing;

but excluding for purposes of Section 4.7 hereof any debt securities convertible
into any of the foregoing.

                  "Capitalized Lease Obligation" means, as to any Person, the
obligations of such Person under a lease that are required to be classified and
accounted for as capital lease obligations under GAAP and, for purposes of this
definition, the amount of such obligations at any date shall be the capitalized
amount of such obligations at such date, determined in accordance with GAAP.

                  "Cash Equivalents" means:

                  (1)      marketable direct obligations issued by, or
         unconditionally guaranteed by, the United States Government or issued
         by any agency thereof and backed by the full faith and credit of the
         United States, in each case maturing within one year from the date of
         acquisition thereof;

                  (2)      marketable direct obligations issued by any state of
         the United States of America or any political subdivision of any such
         state or any public instrumentality thereof maturing within one year
         from the date of acquisition thereof and, at the time of acquisition,
         having one of the two highest ratings obtainable from either Standard &
         Poor's Ratings Group ("S&P"), or Moody's Investors Service, Inc.
         ("Moody's");

                  (3)      commercial paper maturing no more than one year from
         the date of creation thereof and, at the time of acquisition, having a
         rating of at least A-1 from S&P or at least P-1 from Moody's;

                                       -3-

<PAGE>

                  (4)      certificates of deposit or bankers' acceptances
         maturing within one year from the date of acquisition thereof issued by
         any bank organized under the laws of the United States of America or
         any state thereof or the District of Columbia or any U.S. branch of a
         foreign bank having at the date of acquisition thereof combined capital
         and surplus of not less than $250.0 million;

                  (5)      repurchase obligations with a term of not more than
         seven days for underlying securities of the types described in clause
         (1) above entered into with any bank meeting the qualifications
         specified in clause (4) above; and

                  (6)      investments in money market funds which invest
         substantially all their assets in securities of the types described in
         clauses (1) through (5) above.

                  "Casualty" means, with respect to any Collateral, any loss of,
damage to or destruction of all or any material part of such Collateral.

                  "Change of Control" means the occurrence of one or more of the
following events:

                  (1)      any sale, lease, exchange or other transfer (in one
         transaction or a series of related transactions) of all or
         substantially all of the assets of the Company to any "person" or
         "group" of related "persons" as defined in Rules 13d-3 and 13d-5 under
         the Exchange Act (whether or not otherwise in compliance with the
         provisions of this Indenture), other than to the Permitted Holders;

                  (2)      the approval by the holders of Capital Stock of the
         Company of any plan or proposal for the liquidation or dissolution of
         the Company (whether or not otherwise in compliance with the provisions
         of this Indenture);

                  (3)      any "person" or "group" of related "persons" as
         defined in Rules 13d-3 and 13d-5 under the Exchange Act (other than the
         Permitted Holders and any entity formed solely for the purpose of
         owning Capital Stock of the Company) shall become the owner, directly
         or indirectly, beneficially or of record, of shares representing more
         than 50% of the aggregate ordinary voting power represented by the
         issued and outstanding Capital Stock of the Company;

                  (4)      the replacement of a majority of the Board of
         Directors of the Company over a two-year period from the directors who
         constituted the Board of Directors of the Company at the beginning of
         such period, and such replacement shall not have been approved by a
         vote of at least a majority of the Board of Directors of the Company
         then still in office who either were members of such Board of Directors
         at the beginning of such period or whose election as a member of such
         Board of Directors was previously so approved; or

                  (5)      any event, the occurrence of which constitutes a
         change of control of the Company for purposes of any Indebtedness of
         the Company or any of its Restricted Subsidiaries.

                  "Clearstream" means Clearstream Banking, societe anonyme.

                  "Collateral" means, collectively, all of the property and
assets that are from time to time subject to or purported to be subject to the
Lien of the Security Documents, including, without limitation, the Liens, if
any, required to be granted pursuant to Section 4.10, 4.19, 4.21, 10.1(c) or
12.4 hereof.

                                       -4-

<PAGE>

                  "Collateral Account" means the collateral account established
by the Trustee pursuant to Article XII hereof.

                  "Collateral Agent" means the Trustee, until a successor
replaces it in accordance with the applicable provisions of this Indenture, and
thereafter means the successor serving hereunder.

                  "Commission" means the Securities and Exchange Commission.

                  "Common Stock" of any Person means any and all shares,
interests or other participations in, and other equivalents (however designated
and whether voting or non-voting) of such Person's common stock, whether
outstanding on the Issue Date or issued after the Issue Date, and includes,
without limitation, all series and classes of such common stock.

                  "Company" means Granite Broadcasting Corporation, a Delaware
corporation, until a successor Person shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter means such successor
Person.

                  "Condemnation" means any taking of the Collateral or any
material part thereof, in or by condemnation, expropriation or similar
proceeding, eminent domain proceedings, seizure or forfeiture, pursuant to any
law, general or special, or by reason of the temporary requisition of the use or
occupancy of the Collateral, or any part thereof, by any Authority.

                  "Consolidated EBITDA" means, with respect to any Person, for
any period, the sum (without duplication) of:

                  (1)      Consolidated Net Income; and

                  (2)      to the extent Consolidated Net Income has been
         reduced thereby:

                           (a)      all income taxes of such Person and its
                  Restricted Subsidiaries paid or accrued in accordance with
                  GAAP for such period (other than income taxes attributable to
                  extraordinary or nonrecurring gains or losses or taxes
                  attributable to sales or dispositions outside the ordinary
                  course of business);

                           (b)      Consolidated Interest Expense; and

                           (c)      Consolidated Non-cash Charges less any
                  non-cash items increasing Consolidated Net Income for such
                  period,

all as determined on a consolidated basis for such Person and its Restricted
Subsidiaries in accordance with GAAP.

                  "Consolidated Interest Expense" means, with respect to any
Person for any period, the sum of, without duplication:

                  (1)      the aggregate of the interest expense of such Person
         and its Restricted Subsidiaries for such period determined on a
         consolidated basis in accordance with GAAP, including without
         limitation: (a) any amortization of debt discount and amortization or
         write-off of deferred financing costs; (b) the net costs under Interest
         Swap Obligations; (c) all capitalized interest; and (d) the interest
         portion of any deferred payment obligation;

                                       -5-

<PAGE>

                  (2)      the interest component of Capitalized Lease
         Obligations paid, accrued and/or scheduled to be paid or accrued by
         such Person and its Restricted Subsidiaries during such period as
         determined on a consolidated basis in accordance with GAAP; and

                  (3)      an amount equal to the product of (i) the aggregate
         dividends paid on Disqualified Capital Stock of such Person (other than
         the Company's 12 3/4% Cumulative Exchangeable Preferred Stock and any
         Refinancing thereof with Disqualified Capital Stock) plus the aggregate
         dividends paid on Preferred Stock of Subsidiaries of such Person during
         such period and (ii) a fraction, the numerator of which is one and the
         denominator of which is one minus such Person's then effective combined
         tax rate, to the extent paid.

                  If any Indebtedness bears a floating rate of interest and is
being given pro forma effect, the interest expense on such Indebtedness shall be
calculated as if the rate in effect on the date of determination had been the
applicable rate for the entire period (taking into account any agreement under
which Interest Swap Obligations are outstanding applicable to such Indebtedness
if such agreement under which such Interest Swap Obligations are outstanding has
a remaining term as at the date of determination in excess of twelve months);
provided, however, that the Consolidated Interest Expense of the Company
attributable to interest on any Indebtedness incurred under a revolving credit
facility shall be computed upon the average daily balance of such Indebtedness
during the Four Quarter Period.

                  "Consolidated Leverage Ratio" means, with respect to any
Person, the ratio of (a) the aggregate outstanding consolidated Indebtedness of
such Person and its consolidated Subsidiaries as of the date of the transaction
giving rise to the need to calculate the Leverage Ratio (the "Transaction Date")
on a consolidated basis in accordance with GAAP to (b) the Consolidated EBITDA
of such Person during the last four full fiscal quarters (the "Four Quarter
Period") ending on or prior to the Transaction Date for which financial
statements are available. In addition to and without limitation of the
foregoing, for purposes of this definition, "Consolidated EBITDA" shall be
calculated after giving effect on a pro forma basis for the period of such
calculation to:

                  (1)      the incurrence or repayment of any Indebtedness of
         such Person or any of its Restricted Subsidiaries (and the application
         of the proceeds thereof) giving rise to the need to make such
         calculation and any incurrence or repayment of other Indebtedness (and
         the application of the proceeds thereof), other than the incurrence or
         repayment of Indebtedness in the ordinary course of business for
         working capital purposes pursuant to working capital facilities not
         involving a permanent reduction of a commitment, occurring during the
         Four Quarter Period or at any time subsequent to the last day of the
         Four Quarter Period and on or prior to the Transaction Date, as if such
         incurrence or repayment, as the case may be (and the application of the
         proceeds thereof), occurred on the first day of the Four Quarter
         Period; and

                  (2)      any asset sales or other dispositions or Asset
         Acquisitions (including, without limitation, any Asset Acquisition
         giving rise to the need to make such calculation as a result of such
         Person or one of its Restricted Subsidiaries (including any Person who
         becomes a Restricted Subsidiary as a result of the Asset Acquisition)
         incurring, assuming or otherwise being liable for Acquired Indebtedness
         and also including any Consolidated EBITDA attributable to the assets
         which are the subject of the Asset Acquisition or asset sale or other
         disposition during the Four Quarter Period) or the making of any
         material Investment occurring during the Four Quarter Period or at any
         time subsequent to the last day of the Four Quarter Period and on or
         prior to the Transaction Date, as if such asset sale or other
         disposition or Asset Acquisition (including the incurrence, assumption
         or liability for any such Acquired Indebtedness) or material Investment
         occurred on the first day of the Four Quarter Period. If since the
         begin-

                                       -6-

<PAGE>

         ning of such period the Company shall have received the proceeds of an
         Equity Offering, Consolidated Interest Expense for such period shall be
         reduced by an amount equal to the Consolidated Interest Expense
         directly attributable to any Indebtedness of the Company or any
         Restricted Subsidiary repaid, repurchased, defeased or otherwise
         discharged with respect to the Company and its Restricted Subsidiaries
         in connection with such receipt of proceeds of such Equity Offering for
         such period. Whenever pro forma effect is to be given under this clause
         (2), the amount of income, earnings or expense and cost reductions
         relating thereto and the amount of Consolidated Interest Expense
         associated with any Indebtedness incurred in connection therewith, the
         pro forma calculations shall be determined in accordance with
         Regulation S-X under the Securities Act as in effect on the date of
         such calculation. If such Person or any of its Restricted Subsidiaries
         directly or indirectly guarantees Indebtedness of a third Person, the
         preceding sentence shall give effect to the incurrence of such
         guaranteed Indebtedness as if such Person or any Restricted Subsidiary
         of such Person had directly incurred or otherwise assumed such
         guaranteed Indebtedness; provided that a guarantee otherwise permitted
         by this Indenture to be incurred by the Company or any of its
         Restricted Subsidiaries of Indebtedness incurred by the Company or a
         Restricted Subsidiary in compliance with the terms of this Indenture
         shall not constitute a separate incurrence of Indebtedness.

                  "Consolidated Net Income" means, with respect to any Person,
for any period, the aggregate net income (or loss) of such Person and its
Restricted Subsidiaries for such period on a consolidated basis, determined in
accordance with GAAP; provided, however, that there shall be excluded therefrom
(to the extent otherwise not excluded therefrom):

                  (1)      after-tax gains from Asset Sales (without regard to
         the $1.0 million limitation set forth in the definition thereof) or
         abandonments or reserves relating thereto;

                  (2)      after-tax items classified as extraordinary gains or
         losses;

                  (3)      the net income of any Person acquired in a "pooling
         of interests" transaction accrued prior to the date it becomes a
         Restricted Subsidiary of the referent Person or is merged or
         consolidated with the referent Person or any Restricted Subsidiary of
         the referent Person;

                  (4)      the net income (but not loss) of any Restricted
         Subsidiary of the referent Person to the extent that the declaration of
         dividends or similar distributions by that Restricted Subsidiary of
         that income is restricted by a contract, operation of law or otherwise;

                  (5)      the net income of any Person, other than a Restricted
         Subsidiary of the referent Person, except to the extent of cash
         dividends or distributions paid to the referent Person or to a Wholly
         Owned Restricted Subsidiary of the referent Person by such Person;

                  (6)      any restoration to income of any contingency reserve,
         except to the extent that provision for such reserve was made out of
         Consolidated Net Income accrued at any time following the Issue Date;

                  (7)      income or loss attributable to discontinued
         operations (including, without limitation, operations disposed of
         during such period whether or not such operations were classified as
         discontinued); and

                  (8)      in the case of a successor to the referent Person by
         consolidation or merger or as a transferee of the referent Person's
         assets, any earnings of the successor corporation prior to such
         consolidation, merger or transfer of assets.

                                       -7-

<PAGE>

                  "Consolidated Net Worth" of any Person means the consolidated
stockholders' equity of such Person, determined on a consolidated basis in
accordance with GAAP, less (without duplication) amounts attributable to
Disqualified Capital Stock of such Person.

                  "Consolidated Non-cash Charges" means, with respect to any
Person, for any period, the aggregate depreciation, amortization and other
non-cash expenses of such Person and its Restricted Subsidiaries reducing
Consolidated Net Income of such Person and its Restricted Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP (excluding
any such charges constituting an extraordinary item or loss or any such charge
which requires an accrual of or a reserve for cash charges for any future
period).

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

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

                  "Depositary" means, with respect to the Notes issuable in
whole or in part in global form, the Person specified in Section 2.6(g) hereof
as the Depositary with respect to the Notes, until a successor shall have been
appointed and become such pursuant to the applicable provisions or this
Indenture, and, thereafter, "Depositary" shall mean or include such successor.

                  "Disqualified Capital Stock" means that portion of any Capital
Stock which, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable at the option of the holder
thereof), or upon the happening of any event (other than an event which would
constitute a Change of Control), matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or is redeemable at the sole option
of the holder thereof (except, in each case, upon the occurrence of a Change of
Control) on or prior to the final maturity date of the Notes.

                  "8 7/8% Notes" means the 8 7/8% Senior Subordinated Notes due
May 15, 2008 of the Company.

                  "8 7/8% Notes Tender Offer" means the tender offer pursuant to
which holders of the 8 7/8% Notes will be offered by the Company to sell their 8
7/8% Notes to the Company at a price equal to 100% of the principal amount
thereof plus accrued and unpaid interest to the date of purchase, with a portion
equal to 3% of the principal amount thereof being a consent payment in exchange
for the holders' consent to the removal of certain covenants from the indenture
governing the 8 7/8% Notes. The 8 7/8% Notes Tender Offer is expected to expire
on January 8, 2004 (such date, as such may be extended, the "8 7/8% Notes Tender
Offer Expiration Date").

                  "Equity Offering" means one or more public or private sales of
Qualified Capital Stock of the Company pursuant to which the Company receives,
in any one such offering, net cash proceeds of at least $5.0 million.

                  "Euroclear" means Euroclear Bank S.A./N.V., as operator of the
Euroclear System.

                                       -8-

<PAGE>

                  "Event of Loss" means, with respect to any Collateral, any (1)
Casualty with respect to such Collateral, (2) Condemnation of such Collateral or
(3) settlement in lieu of clause (2) above.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any successor statute or statutes thereto.

                  "Exchange Offer" means the offer that shall be made by the
Company pursuant to the Registration Rights Agreement to exchange Series A Notes
for Series B Notes.

                  "fair market value" means, with respect to any asset or
property, the price which could be negotiated in an arm's-length, free market
transaction, for cash, between a willing seller and a willing and able buyer,
neither of whom is under undue pressure or compulsion to complete the
transaction. If the fair market value is reasonably believed to exceed $3
million, fair market value shall be determined by the Board of Directors of the
Company acting reasonably and in good faith and shall be evidenced by a Board
Resolution of the Board of Directors of the Company delivered to the Trustee.

                  "FCC" means the Federal Communications Commission.

                  "Final Memorandum" means the Company's final offering
memorandum dated December 8, 2003, whereby the Company offered $405,000,000
aggregate principal amount of Series A Notes.

                  "Foreign Subsidiary" means a Subsidiary of the Company
organized under the laws of, and conducting substantially all of its business
in, a jurisdiction other than the United States or any state, territory or
possession thereof.

                  "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession of the United States, which are in effect as of the
Issue Date, provided that any LSAE that is a Restricted Subsidiary of the
Company shall be treated as a consolidated wholly-owned Subsidiary for purposes
of this definition.

                  "Guarantee" means each guarantee of the Notes by each
Guarantor.

                  "Guarantor" means: (1) each Restricted Subsidiary of the
Company as of the Issue Date; and (2) each of the Company's Restricted
Subsidiaries (other than Foreign Subsidiaries) that in the future executes a
supplemental indenture in which such Restricted Subsidiary agrees to be bound by
the terms of this Indenture as a Guarantor; provided, however, that any Person
constituting a Guarantor as described above shall cease to constitute a
Guarantor when its respective Guarantee is released in accordance with the terms
of this Indenture; provided further that no LSAE shall be a Guarantor so long as
it is not required to provide a Guarantee pursuant to the proviso of Section
4.16 hereof.

                  "Holder" means a Person in whose name a Note is registered.

                  "Indebtedness" means with respect to any Person, without
duplication:

                  (1)      all Obligations of such Person for borrowed money;

                                       -9-

<PAGE>

                  (2)      all Obligations of such Person evidenced by bonds,
         debentures, notes or other similar instruments;

                  (3)      all Capitalized Lease Obligations of such Person;

                  (4)      all Obligations of such Person issued or assumed as
         the deferred purchase price of property, all conditional sale
         obligations and all Obligations under any title retention agreement
         (but excluding trade accounts payable and other accrued liabilities
         arising in the ordinary course of business that are not overdue by 150
         days or more or are being contested in good faith by appropriate
         proceedings promptly instituted and diligently conducted);

                  (5)      all Obligations for the reimbursement of any obligor
         on any letter of credit, banker's acceptance or similar credit
         transaction;

                  (6)      guarantees and other contingent obligations in
         respect of Indebtedness referred to in clauses (1) through (5) above
         and clause (8) below;

                  (7)      all Obligations of any other Person of the type
         referred to in clauses (1) through (6) which are secured by any lien on
         any property or asset of such Person, the amount of such Obligation
         being deemed to be the lesser of the fair market value of such property
         or asset or the amount of the Obligation so secured;

                  (8)      all Obligations under interest swap agreements of
         such Person; and

                  (9)      all Disqualified Capital Stock issued by such Person
         and all Preferred Stock of Subsidiaries of such Person (other than
         Qualified Capital Stock of an LSAE which Preferred Stock has no
         requirements for payment of dividends or other distributions other than
         in the form of Qualified Capital Stock of such LSAE) with the amount of
         Indebtedness represented by such Disqualified Capital Stock or
         Preferred Stock being equal to the greater of its voluntary or
         involuntary liquidation preference and its maximum fixed repurchase
         price, but excluding accrued dividends, if any.

                  For purposes hereof, the "maximum fixed repurchase price" of
any Disqualified Capital Stock which does not have a fixed repurchase price
shall be calculated in accordance with the terms of such Disqualified Capital
Stock as if such Disqualified Capital Stock were purchased on any date on which
Indebtedness shall be required to be determined pursuant to this Indenture, and
if such price is based upon, or measured by, the fair market value of such
Disqualified Capital Stock, such fair market value shall be determined
reasonably and in good faith by the Board of Directors of the issuer of such
Disqualified Capital Stock.

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

                  "Independent Director" of any Person means a member of the
Board of Directors of such Person that is "Independent" within the meaning of
the New York Stock Exchange Listed Company Manual.

                  "Independent Financial Advisor" means a firm of national
status:

                  (1)      which does not, and whose directors, officers and
         employees or Affiliates do not, have a direct or indirect financial
         interest in the Company; and

                                      -10-

<PAGE>

                  (2)      which, in the judgment of the Board of Directors of
         the Company, is otherwise independent and qualified to perform the task
         for which it is to be engaged.

                  "Initial Purchasers" means J.P. Morgan Securities Inc., Banc
of America Securities LLC and Goldman, Sachs & Co.

                  "Interest Swap Obligations" means the obligations of any
Person pursuant to any arrangement with any other Person, whereby, directly or
indirectly, such Person is entitled to receive from time to time periodic
payments calculated by applying either a floating or a fixed rate of interest on
a stated notional amount in exchange for periodic payments made by such other
Person calculated by applying a fixed or a floating rate of interest on the same
notional amount and shall include, without limitation, interest rate swaps,
caps, floors, collars and similar agreements.

                  "Investment" means, with respect to any Person, any direct or
indirect loan or other extension of credit (including, without limitation, a
guarantee) or capital contribution to (by means of any transfer of cash or other
property to others or any payment for property or services for the account or
use of others), or any purchase or acquisition by such Person of any Capital
Stock, bonds, notes, debentures or other securities or evidences of Indebtedness
issued by, any other Person. "Investment" shall exclude extensions of trade
credit by the Company and its Restricted Subsidiaries on commercially reasonable
terms in accordance with normal trade practices of the Company or such
Restricted Subsidiary, as the case may be. If the Company or any Restricted
Subsidiary of the Company sells or otherwise disposes of any Common Stock of any
direct or indirect Restricted Subsidiary of the Company such that, after giving
effect to any such sale or disposition, the Company no longer owns, directly or
indirectly, a majority of the outstanding voting Common Stock of such Restricted
Subsidiary, the Company shall be deemed to have made an Investment on the date
of any such sale or disposition equal to the fair market value of the Common
Stock of such Restricted Subsidiary not sold or disposed of.

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

                  "Legal Requirements" means, at any time, any and all judicial
and administrative rulings and decisions, and any and all Federal, state and
local laws, ordinances, rules, regulations, permits and certificates, of any
Authority, in each case applicable, at such time to the Company or the
Collateral (or the ownership or use thereof).

                  "Lien" means any lien, mortgage, deed of trust, pledge,
security interest, charge or encumbrance of any kind (including any conditional
sale or other title retention agreement and any lease in the nature thereof).

                  "Local Services Agreement" means a local services arrangement,
joint sales agreement, time brokerage agreement, shared services agreement,
management agreement or similar arrangement between the Company and a Wholly
Owned Restricted Subsidiary of the Company that is a Guarantor, on the one hand,
and an LSAE, on the other hand, pursuant to which the Company or a Wholly Owned
Restricted Subsidiary that is a Guarantor (subject only to preemption rights and
other limitations required, in the good faith judgment of the Company, to meet
then applicable FCC approval requirements), (i) obtains the right to sell
substantially all of the advertising inventory of a television station of which
the LSAE is the licensee, (ii) obtains the right to supply up to fifteen percent
of such station's total weekly broadcast programming hours, or such greater
amount as may be permitted by the FCC, and sell advertising time during
substantially all of such programming on its television station or (iii)
provides assistance to such LSAE with respect to substantially all of the
operations of such station.

                                      -11-

<PAGE>

                  "LSAE" means a Person (i) whose assets principally consist of
licenses and related assets to operate a television station or stations in a
market where the Company or a Restricted Subsidiary of the Company that is a
Guarantor also owns and operates a television station, (ii) to which the Company
provides assistance with respect to substantially all of the operations of such
television station or stations pursuant to one or more Local Services
Agreements, in return for periodic payments (but in no event less frequently
than quarterly) equal to substantially all of such entity's cash flow (net of
operating cash expenses plus cash principal and interest payments and other
finance charges and expenses), (iii) all of whose assets and certain of whose
liabilities (and all of the equity interests in such Person) are subject to
transferable call options held by the Company (the exercise of which is subject
only to compliance with applicable FCC rules and policies and approvals required
by law, such as FCC approval) with an exercise price not to exceed the
outstanding Indebtedness of such LSAE and (iv) none of whose direct and indirect
owners, or any other Person who receives any economic benefit from the LSAE, is
a Permitted Holder or an Affiliate of the Company or of an Affiliate of any
Permitted Holder (in each case, other than the Company or a Restricted
Subsidiary of the Company); provided that the limitations contained in clauses
(i), (ii) (with respect to the amount of such periodic payments) and (iii) (with
respect to the exercise price and the option for the equity interests of such
Persons) may be modified if and to the extent determined by the Company in good
faith as necessary to obtain FCC approval of such arrangements with respect to
such LSAE and its Local Services Agreements.

                  "Mortgage" means an agreement, including, but not limited to,
a mortgage, deed of trust or deed to secure debt creating and evidencing a Lien
on a Mortgaged Property, which shall be substantially in the form of Exhibit H,
with such schedules and including such provisions as shall be necessary to
conform such document to applicable law or as shall be customary under
applicable law.

                  "Mortgaged Property" means (1) the Real Property set forth in
Schedule 1 hereto, (2) the additional Real Property, if any, which shall be
subject to a Mortgage delivered after the Issue Date pursuant to Section 4.10,
4.19, 10.1(c) or 12.4 hereof and (3) the Real Property set forth in Schedule 2,
one or more of which may become subject to a leasehold Mortgage delivered after
the Issue Date pursuant to Section 4.21.

                  "Net Cash Proceeds" means, with respect to any Asset Sale, the
proceeds in the form of cash or Cash Equivalents including payments in respect
of deferred payment obligations when received in the form of cash or Cash
Equivalents (other than the portion of any such deferred payment constituting
interest) received by the Company or any of its Restricted Subsidiaries from
such Asset Sale net of:

                  (1)      reasonable out-of-pocket expenses and fees relating
         to such Asset Sale (including, without limitation, legal, accounting
         and investment banking fees and sales commissions);

                  (2)      taxes paid or payable after taking into account any
         reduction in consolidated tax liability due to available tax credits or
         deductions and any tax sharing arrangements;

                  (3)      repayment of Indebtedness that is secured by the
         property or assets that are the subject of such Asset Sale; and

                  (4)      appropriate amounts to be provided by the Company or
         any Restricted Subsidiary, as the case may be, as a reserve, in
         accordance with GAAP, against any liabilities associated with such
         Asset Sale and retained by the Company or any Restricted Subsidiary, as
         the case may be, after such Asset Sale, including, without limitation,
         pension and other post-

                                      -12-

<PAGE>

         employment benefit liabilities, liabilities related to environmental
         matters and liabilities under any indemnification obligations
         associated with such Asset Sale.

                  "Net Loss Proceeds" means, with respect to any Event of Loss,
the proceeds in the form of (a) cash or Cash Equivalents and (b) insurance
proceeds, condemnation awards or damages awarded by any judgment, in each case
received by the Company from such Event of Loss net of:

                  (1)      reasonable out-of-pocket expenses and fees relating
         to such Event of Loss (including, without limitation, legal, accounting
         and appraisal and insurance adjuster fees);

                  (2)      all federal, state, provincial, foreign and local
         taxes required to be accrued as a liability under GAAP as a consequence
         of such Event of Loss;

                  (3)      repayment of Indebtedness (other than Indebtedness
         evidenced by the Notes) that is secured by the property or assets that
         are the subject of such Event of Loss; and

                  (4)      appropriate amounts to be provided by the Company as
         a reserve, in accordance with GAAP, against any liabilities associated
         with such Event of Loss and retained by the Company after such Event of
         Loss, including, without limitation, liabilities related to
         environmental matters and liabilities under any indemnification
         obligations associated with such Event of Loss.

                  "Note Custodian" means the Trustee, as custodian with respect
to the Notes in global form, or any successor entity thereto.

                  "Notes" means the Initial Notes and the Additional Notes.

                  "Obligations" means all obligations for principal, premium,
interest, penalties, fees, indemnifications, reimbursements, damages and other
liabilities payable under the documentation governing any Indebtedness.

                  "Officer" means (a) with respect to any Person that is a
corporation, the Chairman of the Board, the Chief Executive Officer, the
President, the Chief Operating Officer, the Chief Financial Officer, the
Treasurer, the Controller, the Secretary or any Vice President or Assistant
Secretary of such Person and (b) with respect to any other Person, the
individuals selected by such Person to perform functions similar to those of the
officers listed in clause (a).

                  "Officers' Certificate" means a certificate signed on behalf
of the Company by two Officers of the Company, one of whom must be the Chief
Executive Officer, the Chief Financial Officer, the Treasurer or the principal
accounting officer of the Company, that meets the requirements of Sections 15.4
and 15.5 hereof.

                  "Opinion of Counsel" means an opinion from legal counsel that
meets the requirements of Sections 15.4 and 15.5 hereof. The counsel may be an
employee of or counsel to the Company or any Subsidiary of the Company.

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

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

                                      -13-

<PAGE>

                  (ii)     Notes, or portions thereof, for whose payment or
         redemption money in the necessary amount has been theretofore deposited
         with the Trustee or any Paying Agent (other than the Company) in trust
         or set aside and segregated in trust by the Company (if the Company
         shall act as its own Paying Agent) for the Holders of such Notes;
         provided that, if the Notes are to be redeemed, notice of such
         redemption has been duly given pursuant to this Indenture or provision
         therefor pursuant to Section 14.1 hereof or otherwise satisfactory to
         the Trustee has been made;

                  (iii)    Notes which have been paid pursuant to Section 2.6
         hereof or in exchange for or in lieu of which other Notes have been
         authenticated and delivered pursuant to this Indenture, other than any
         such Notes in respect of which there shall have been presented to the
         Trustee proof satisfactory to it that such Notes are held by a bona
         fide purchaser in whose hands such Notes are valid obligations of the
         Company; and

                  (iv)     Notes which have been defeased pursuant to a Legal
         Defeasance effected pursuant to Article VIII hereof;

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

                  "Permitted Business" means the ownership and operation of
broadcast television stations and other businesses reasonably ancillary or
related thereto.

                  "Permitted Business Acquisition" means the acquisition of a
television station or stations either (x) directly by the Company or a
Restricted Subsidiary of the Company that is a Guarantor or (y) by an LSAE as
long as such assets are all subject to a Local Services Agreement; provided that
any such acquisition described in clause (x) or (y) results in there being at
least two television stations owned by the Company and its Restricted
Subsidiaries (including the LSAE) in a single market.

                  "Permitted Business Assets" means assets used or useful in a
Permitted Business.

                  "Permitted Collateral Liens" means (i) Liens securing the
Notes issued pursuant to this Indenture (and the related Guarantees) and Senior
Secured Refinancing Indebtedness, (ii) Liens securing Indebtedness incurred
pursuant to and in accordance with clause (13) of the definition of "Permitted
Indebtedness," (iii) with respect to real property Collateral, the prior Liens
or encumbrances permitted under the applicable mortgage or deed of trust
encumbering the same and Liens of the type described in (and as limited by)
clauses (1), (2), (3), (5), (6) (12), (13), (14) and (15) of the definition of
"Permitted Liens" and (iv) with respect to personal property Collateral, Liens
of the type described in (and as limited by) clauses (1), (2), (3), (4), (5),
(7), (8), (10), (11), (12), (13), (14), (15) and (17) of the definition of
"Permitted Liens"; provided that, in each case of clauses (2), (3) and (5) of
the definition of "Permitted Liens," (x) any proceeding instituted contesting
such Lien shall conclusively operate to stay the sale or forfeiture of any
portion of the Collateral on account of such Lien and (y) upon the request of
the Trustee or the Collateral Agent, as the case may be, the Company or the

                                      -14-

<PAGE>

applicable Restricted Subsidiary shall maintain cash reserves in an amount
sufficient to pay and discharge such Lien and the Trustee's or the Collateral
Agent's, as the case may be, reasonable estimate of all interest and penalties
related thereto.

                  "Permitted Holders" means (i) W. Don Cornwell and Stuart J.
Beck, (ii) the members of the immediate family of either of the persons referred
to in clause (i) above, (iii) any trust created for the benefit of the persons
described in clause (i) or (ii) above or any of their estates or (iv) any Person
that is controlled by any Person described in clause (i), (ii) or (iii) above.

                  "Permitted Indebtedness" means, without duplication, each of
the following:

                  (1)      Indebtedness under the Notes issued on the Issue Date
         in an aggregate principal amount not to exceed $405 million;

                  (2)      other Indebtedness of the Company and its Restricted
         Subsidiaries outstanding on the Issue Date;

                  (3)      Interest Swap Obligations of the Company or any
         Restricted Subsidiary of the Company covering Indebtedness of the
         Company or any of its Restricted Subsidiaries; provided, however, that
         such Interest Swap Obligations are entered into to protect the Company
         and its Restricted Subsidiaries from fluctuations in interest rates
         (and not for speculative purposes);

                  (4)      Purchase Money Indebtedness of an LSAE to acquire
         assets described in clause (i) of the definition of "LSAE" and which
         are subject to the option described in clause (iii) of the definition
         of "LSAE" and guarantees of such Indebtedness by the Company or any
         Restricted Subsidiary that is a Guarantor; provided that at no time may
         the Indebtedness incurred and then outstanding under this clause (4)
         and clause (14), plus refinancings of Indebtedness incurred under this
         clause (4) and clause (14), exceed $30 million in aggregate principal
         amount;

                  (5)      Indebtedness of a Restricted Subsidiary of the
         Company to the Company, to a Guarantor or to a Wholly Owned Restricted
         Subsidiary of the Company for so long as such Indebtedness is held by
         the Company, a Guarantor or a Wholly Owned Restricted Subsidiary of the
         Company or the holder of Indebtedness secured by a Lien permitted under
         this Indenture, in each case subject to no Lien held by a Person other
         than the Company, a Guarantor or a Wholly Owned Restricted Subsidiary
         of the Company or the holder of Indebtedness secured by a Lien
         permitted under this Indenture; provided, however, that if as of any
         date any Person other than the Company, a Guarantor or a Wholly Owned
         Restricted Subsidiary of the Company or the holder of Indebtedness
         secured by a Lien permitted under this Indenture owns or holds any such
         Indebtedness or holds a Lien in respect of such Indebtedness, such date
         shall be deemed the incurrence of Indebtedness not constituting
         Permitted Indebtedness under this clause (5) by the issuer of such
         Indebtedness;

                  (6)      Indebtedness of the Company to a Guarantor that is a
         Restricted Subsidiary of the Company for so long as such Indebtedness
         is held by a Guarantor that is a Restricted Subsidiary of the Company
         or the holder of Indebtedness secured by a Lien permitted under this
         Indenture, in each case subject to no Lien other than a Lien permitted
         under this Indenture; provided, however, that if as of any date any
         Person other than a Guarantor that is a Restricted Subsidiary of the
         Company or the holder of Indebtedness secured by a Lien permitted under
         this Indenture owns or holds any such Indebtedness or any Person holds
         a Lien in respect of

                                      -15-

<PAGE>

         such Indebtedness, such date shall be deemed the incurrence of
         Indebtedness not constituting Permitted Indebtedness under this clause
         (6) by the Company;

                  (7)      Indebtedness arising from the honoring by a bank or
         other financial institution of a check, draft or similar instrument
         inadvertently (except in the case of daylight overdrafts) drawn against
         insufficient funds in the ordinary course of business; provided,
         however, that such Indebtedness is extinguished within two Business
         Days of incurrence;

                  (8)      Indebtedness of the Company or any of its Restricted
         Subsidiaries in respect of performance bonds, bankers' acceptances,
         workers' compensation claims, surety or appeal bonds, payment
         obligations in connection with self-insurance or similar obligations,
         and bank overdrafts in the ordinary course of business (and letters of
         credit in respect thereof in the ordinary course of business or in
         respect of the obligations referred to in clause (4)), provided that no
         instrument permitted hereunder is in favor of, or otherwise supports
         Indebtedness otherwise permitted by clause (4);

                  (9)      Indebtedness represented by Capitalized Lease
         Obligations and Purchase Money Indebtedness of the Company and its
         Restricted Subsidiaries that are Guarantors in aggregate principal
         amount not to exceed $5.0 million at any one time outstanding;

                  (10)     Refinancing Indebtedness;

                  (11)     Indebtedness represented by guarantees by the Company
         or its Restricted Subsidiaries of Indebtedness otherwise permitted to
         be incurred by the Company or its Restricted Subsidiaries (other than
         an LSAE) under this Indenture;

                  (12)     Indebtedness of the Company or any Restricted
         Subsidiary consisting of guarantees, indemnities or obligations in
         respect of purchase price adjustments in connection with the
         acquisition or disposition of assets by the Company or its Restricted
         Subsidiaries, provided that no instrument permitted hereunder is in
         favor of, or otherwise supports, Indebtedness otherwise permitted by
         clause (4);

                  (13)     additional Indebtedness (including Purchase Money
         Indebtedness) or Disqualified Capital Stock of the Company or
         additional Indebtedness of its Restricted Subsidiaries that are
         Guarantors in an aggregate principal amount not to exceed $5.0 million
         at any one time outstanding;

                  (14)     Indebtedness, the proceeds of which are used to
         finance, directly or indirectly, a Permitted Business Acquisition (or
         the Refinancing of any of such Indebtedness); provided that such
         Indebtedness shall (i) have asset sale, change of control, events of
         defaults, financial and other covenants no less advantageous to the
         Company than those in the 8 7/8% Notes prior to the commencement of the
         8 7/8% Notes Tender Offer, except that such Indebtedness may provide
         that it can be repaid at 100% of its principal amount, plus accrued and
         unpaid interest, from an Asset Sale that otherwise complies with this
         Indenture, provided that such Asset Sale is consummated within 180 days
         of the incurrence of such Indebtedness, (ii) shall be subordinated to
         the Notes to the same or greater extent than the 8 7/8% Notes and (iii)
         shall have no scheduled interest or principal payments prior to the
         date that is 30 days following the scheduled maturity of the Notes
         (other than payment of interest in-kind); provided that (x) at no time
         may the Indebtedness incurred and then outstanding under this clause
         (14) and clause (4), plus refinancings of Indebtedness under this
         clause (14) and clause (4), exceed $30 million in the aggregate, (y)
         after giving effect to such incurrence (other than an incurrence solely

                                      -16-

<PAGE>

         consisting of Refinancing Indebtedness) on a pro forma basis, the ratio
         of the aggregate amount of such incremental Indebtedness to the
         aggregate amount of incremental EBITDA resulting from the transaction
         which is funded, in whole or in part, by such incremental Indebtedness
         shall not be greater than 6.5 to 1.0, such incremental EBITDA to be
         determined by the Company in good faith on a pro forma basis consistent
         with that described under the definition of "Consolidated Leverage
         Ratio," but also giving effect to incremental revenue or expense and
         cost reductions determined in good faith by the Company to be
         reasonably achievable during the Four Quarter Period succeeding such
         acquisition (regardless of whether such incremental revenue or cost
         savings could be reflected in pro forma financial statements under GAAP
         or Regulation S-X under the Securities Act) and evidenced by an
         Officers' Certificate of the Company setting forth such calculation and
         (z) the terms of the instrument governing such Indebtedness or
         guarantee shall provide that the holders thereof shall have waived any
         right to and agree not to (i) challenge the validity of the Notes and
         the Guarantees and the Liens in favor of the Trustee and the Holders of
         the Notes in respect of the Notes and the Guarantees or (ii) assert any
         claim with respect to post-petition interest or penalties; and

                  (15)     Indebtedness (including, but not limited to,
         guarantees) incurred to finance, directly or indirectly, a Permitted
         Business Acquisition, plus refinancings thereof, provided that an
         amount equal to 101% of the principal amount of such Indebtedness, plus
         interest thereon for a one calendar quarter period (but in no event
         more than 105% of the principal amount thereof) is, and remains,
         secured with cash or Cash Equivalents (or a letter of credit or bond
         secured by cash or Cash Equivalents); provided further (and only to the
         extent) that such cash has been funded from (i) Net Cash Proceeds of an
         Asset Sale; (ii) net cash proceeds from the issuance and sale of
         Qualified Capital Stock of the Company; (iii) proceeds from
         Indebtedness incurred pursuant to clause (14); (iv) other cash and Cash
         Equivalents up to $25 million; or (v) any combination thereof.

                  "Permitted Investments" means:

                  (1)      Investments by the Company or any Restricted
         Subsidiary of the Company in any Person that is or will become
         immediately after such Investment a Guarantor or that will merge or
         consolidate into the Company or a Guarantor;

                  (2)      Investments in the Company by any Restricted
         Subsidiary of the Company; provided, however, that any Indebtedness
         evidencing such Investment and held by a Restricted Subsidiary that is
         not a Guarantor is unsecured and subordinated, pursuant to a written
         agreement, to the Company's Obligations under the Notes and this
         Indenture;

                  (3)      Investments in cash and Cash Equivalents (i) held in
         a Control Account (as defined in the Security Documents) with respect
         to which the Trustee, for the benefit of the Noteholders, has a first
         priority perfected Lien, (ii) held in collection accounts existing on
         the Issue Date other than Control Accounts, provided that there are in
         place standing instructions to sweep all such deposits, on a daily
         basis, into an account described in clause (i) and all such accounts
         are so swept on a daily basis, (iii) held in certain accounts other
         than Control Accounts, provided such funds are (x) used only to fund
         periodic payroll of the Company and its Subsidiaries, (y) deposited in
         such accounts no more than three business days prior to the date
         payroll checks are to be issued and (z) only to the extent of the
         payroll obligations as of such date or as otherwise set forth in the
         Security Agreement, (iv) held in the Collateral Account or (v) as
         otherwise permitted by clause (15) of the definition of "Permitted
         Indebtedness" or clause (10) of the definition of "Permitted Liens";

                                      -17-

<PAGE>

                  (4)      loans and advances to employees, directors and
         officers of the Company and its Restricted Subsidiaries (other than
         employees, directors and officers that are Permitted Holders or
         Affiliates thereof) in the ordinary course of business for bona fide
         business purposes not in excess of $1.0 million at any one time
         outstanding and incurred after the Issue Date;

                  (5)      Interest Swap Obligations entered into in the
         ordinary course of the Company's or its Restricted Subsidiaries'
         businesses and otherwise in compliance with this Indenture;

                  (6)      Investments in securities of trade creditors or
         customers received pursuant to any plan of reorganization or similar
         arrangement upon the bankruptcy or insolvency of such trade creditors
         or customers or in good faith settlement of delinquent obligations of
         such trade creditors or customers or upon the foreclosure, perfection
         or enforcement of any Lien in favor of the Company or any of its
         Restricted Subsidiaries;

                  (7)      Investments made by the Company or its Restricted
         Subsidiaries as a result of consideration received in connection with
         an Asset Sale made in compliance with Section 4.10 hereof;

                  (8)      Investments represented by Indebtedness (including
         guarantees) that are otherwise permitted under this Indenture;

                  (9)      Investments in a Permitted Business the payment for
         which is Qualified Capital Stock of the Company;

                  (10)     any Asset Swap made in accordance with Section 4.10
         hereof;

                  (11)     additional Investments in a Permitted Business not to
         exceed $1.0 million at any one time outstanding; such Investments to be
         valued at original cost less cash distributions or return thereon that
         are not otherwise reflected in Consolidated EBITDA of the Company; and

                  (12)     any Investments in prepaid expenses, negotiable
         instruments held for collection and lease, utility, workers'
         compensation and performance and other similar deposits and prepaid
         expenses made in the ordinary course of business.

                  "Permitted Liens" means the following types of Liens:

                  (1)      Liens on (a) assets of a Person that merges with or
         into or consolidates with the Company or any of its Restricted
         Subsidiaries after the Issue Date, (b) assets of a Person that
         otherwise becomes a Restricted Subsidiary of the Company after the
         Issue Date or (c) assets acquired by the Company or any of its
         Restricted Subsidiaries after the Issue Date; provided that, in each
         case, (x) such Liens existed at the time of such event, (y) such Liens
         were not incurred in connection with, or in contemplation of, such
         event and (z) such Liens do not extend to any assets of the Company or
         any of its Restricted Subsidiaries (other than, in the case of clauses
         (a) and (b) above, the assets of such Person);

                  (2)      Liens for taxes, assessments or governmental charges
         or claims either (a) not delinquent or (b) contested in good faith by
         appropriate proceedings and as to which the Com-

                                      -18-

<PAGE>

         pany or any of its Restricted Subsidiaries shall have set aside on its
         books such reserves as may be required pursuant to GAAP;

                  (3)      statutory Liens of landlords and Liens of carriers,
         warehousemen, mechanics, suppliers, materialmen, repairmen and other
         Liens imposed by law incurred in the ordinary course of business for
         sums not yet delinquent or being contested in good faith, if such
         reserve or other appropriate provision, if any, as shall be required by
         GAAP shall have been made in respect thereof;

                  (4)      Liens incurred or deposits made in the ordinary
         course of business in connection with workers' compensation,
         unemployment insurance and other types of social security, including
         any Lien securing letters of credit issued in the ordinary course of
         business consistent with past practice in connection therewith, or to
         secure the performance of tenders, statutory obligations, surety and
         appeal bonds, bids, leases, government contracts, performance and
         return-of-money bonds and other similar obligations (exclusive of
         obligations for the payment of borrowed money);

                  (5)      judgment Liens not giving rise to an Event of Default
         so long as such Lien is adequately bonded and any appropriate legal
         proceedings which may have been duly initiated for the review of such
         judgment shall not have been finally terminated or the period within
         which such proceedings may be initiated shall not have expired;

                  (6)      easements, rights-of-way, zoning restrictions, minor
         defects and irregularities in title and other similar charges or
         encumbrances in respect of real property that do not, individually or
         in the aggregate, have a material adverse effect on the value of the
         real property encumbered thereby and do not interfere in any material
         respect with the ordinary conduct of the business of the Company or any
         of its Restricted Subsidiaries;

                  (7)      Liens representing any interest or title of a lessor
         under any Capitalized Lease; provided that such Liens do not extend to
         any property or assets which is not leased property subject to such
         Capitalized Lease and accessions and improvements thereto and proceeds
         thereof;

                  (8)      Liens upon specific items of inventory or other goods
         and proceeds thereof of any Person securing such Person's obligations
         in respect of bankers' acceptances issued or created for the account of
         such Person to facilitate the purchase, shipment or storage of such
         inventory or other goods;

                  (9)      Liens securing reimbursement obligations with respect
         to commercial letters of credit which encumber documents and other
         property relating to such letters of credit and products and proceeds
         thereof;

                  (10)     Liens encumbering deposits made to secure ordinary
         course business obligations arising from statutory, regulatory or
         contractual (other than with respect to Indebtedness) requirements of
         the Company or any of its Restricted Subsidiaries, including rights of
         offset and set-off;

                  (11)     Liens securing Indebtedness incurred pursuant to
         clause (9) of the definition of "Permitted Indebtedness"; provided,
         however, that (x) such Lien extends only to the property being financed
         with such Indebtedness and accessions and improvements thereto and
         proceeds thereof and (y) in the case of Purchase Money Indebtedness,
         the Lien securing such In-

                                      -19-

<PAGE>

         debtedness shall be created within 180 days of such acquisition,
         installation, construction or improvement or, in the case of a
         Refinancing of any Purchase Money Indebtedness, within 180 days of such
         Refinancing;

                  (12)     leases or subleases granted to others not interfering
         in any material respect with the business of the Company or any of the
         Company's Restricted Subsidiaries and any interest or title of a lessor
         under any lease permitted by this Indenture;

                  (13)     Liens securing Interest Swap Obligations pursuant to
         clause (3) of the definition of "Permitted Indebtedness"; provided that
         the Company shall have entered into an Interest Swap Intercreditor
         Agreement with each party holding any such Lien;

                  (14)     Liens securing Indebtedness incurred pursuant to
         clause (13) of the definition of "Permitted Indebtedness," provided
         that, if such Indebtedness is not Purchase Money Indebtedness or
         refinancing thereof, such Liens do not extend to any property or assets
         that are not Collateral;

                  (15)     Liens securing Indebtedness (other than Permitted
         Indebtedness) incurred pursuant to Section 4.9 hereof, which
         Indebtedness was incurred solely for the purpose of acquiring assets
         that constitute Collateral plus related fees and expenses, but only if
         after giving effect to the initial grant of such Lien the Consolidated
         Leverage Ratio of the Company shall not be greater than 6.5 to 1.0,
         provided that such Liens do not extend to any property or assets that
         are not Collateral;

                  (16)     solely to the extent of any LSAE assets, Liens by an
         LSAE on its assets to secure Indebtedness incurred pursuant to clause
         (4) of the definition of "Permitted Indebtedness";

                  (17)     solely to the extent of cash (or Cash Equivalents),
         Liens on such cash (or Cash Equivalents) as contemplated by (and only
         to the extent contemplated by) clause (15) of the definition of
         "Permitted Indebtedness"; and

                  (18)     Liens on any interest or title of a lessor under any
         real property leased by the Company or any of the Company's Restricted
         Subsidiaries.

                  "Person" means an individual, partnership, corporation,
limited liability company, unincorporated organization, trust or joint venture,
or a governmental agency or political subdivision thereof.

                  "PORTAL Market" means The PORTAL Market(SM) operated by the
National Association of Securities Dealers, Inc. or any successor thereto.

                  "Preferred Stock" of any Person means any Capital Stock of
such Person that has preferential rights to any other Capital Stock of such
Person with respect to dividends or redemptions or upon liquidation.

                  "Purchase Date" means, with respect to any Note to be
repurchased, the date fixed for such repurchase by or pursuant to this
Indenture.

                                      -20-

<PAGE>

                  "Purchase Money Indebtedness" of a Person means Indebtedness
of such Person incurred in the normal course of business for the purpose of
financing all or any part of the purchase price, or the cost of installation,
construction or improvement, of Permitted Business Assets.

                  "Purchase Price" means the amount payable for the repurchase
of any Note on a Purchase Date, exclusive of accrued and unpaid interest and
Additional Interest (if any) thereon to the Purchase Date, unless otherwise
specifically provided herein.

                  "QIB" means a qualified institutional buyer as defined in Rule
144A under the Securities Act.

                  "Qualified Capital Stock" means any Capital Stock that is not
Disqualified Capital Stock.

                  "Real Property" means any interest in any real property or any
portion thereof whether owned in fee or leased or otherwise.

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

                  "Redemption Price" means the amount payable for the redemption
of any Note on a Redemption Date, exclusive of accrued and unpaid interest and
Additional Interest (if any) thereon to the Redemption Date, unless otherwise
specifically provided herein.

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

                  "Refinancing Indebtedness" means any Refinancing by the
Company or any Restricted Subsidiary of the Company of Indebtedness incurred in
accordance with Section 4.9 hereof (other than pursuant to clause (3), (5), (6),
(7), (8), (9), (11), (12) or (13) of the definition of "Permitted
Indebtedness"), in each case that does not:

                  (1)      result in an increase in the aggregate principal
         amount (or, if issued with original issue discount, the aggregate
         accreted value) of Indebtedness of such Person as of the date of such
         proposed Refinancing (plus the amount of any premium or defeasance
         costs required to be paid under the terms of the instrument governing
         such Indebtedness and plus the amount of accrued fees and expenses
         incurred in connection with such Refinancing); or

                  (2)      create Indebtedness with: (a) a Weighted Average Life
         to Maturity that is less than the Weighted Average Life to Maturity of
         the Indebtedness being Refinanced; or (b) a final maturity earlier than
         the final maturity of the Indebtedness being Refinanced; provided,
         however, that (x) if such Indebtedness being Refinanced is Indebtedness
         solely of the Company or of an LSAE (and is not otherwise guaranteed by
         a Restricted Subsidiary of the Company), then such Refinancing
         Indebtedness shall be Indebtedness solely of the Company or of such
         LSAE, as the case may be, and (y) if such Indebtedness being Refinanced
         is subordinate or junior to the Notes or any Guarantee (or is
         Disqualified Capital Stock), then such Refinancing Indebtedness shall
         be subordinate to the Notes or such Guarantee (or shall be Disqualified
         Capital Stock, as the case may be), as the case may be, at least to the
         same extent and in the same manner as the Indebtedness (or Disqualified
         Capital Stock) being Refinanced.

                                      -21-

<PAGE>

                  "Registration Rights Agreement" means the registration rights
agreement dated as of the Issue Date among the Company, the Guarantors and the
Initial Purchasers.

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

                  "Responsible Officer" means, when used with respect to the
Trustee, any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, 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 who shall have direct responsibility for the administration of this
Indenture.

                  "Restricted Subsidiary" of any Person means any Subsidiary of
such Person which at the time of determination is not an Unrestricted
Subsidiary.

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

                  "Sale and Leaseback Transaction" means any direct or indirect
arrangement with any Person or to which any such Person is a party, providing
for the leasing to the Company or a Restricted Subsidiary of any property,
whether owned by the Company or any Restricted Subsidiary at the Issue Date or
later acquired, which has been or is to be sold or transferred by the Company or
such Restricted Subsidiary to such Person or to any other Person from whom funds
have been or are to be advanced by such Person on the security of such Property.

                  "Securities Act" means the Securities Act of 1933, as amended,
or any successor statute or statutes thereto.

                  "Security Agreement" means that certain security agreement,
between the Company, the Restricted Subsidiaries from time to time party
thereto, and the Collateral Agent, substantially in the form of Exhibit G
hereto.

                  "Security Documents" means, collectively, each Interest Swap
Intercreditor Agreement, the Security Agreement, the Mortgages and each other
security agreement, mortgage, deed of trust, pledge, collateral assignment or
other assignment or instrument evidencing or creating any security in favor of
the Collateral Agent for its benefit and the benefit of the Trustee and the
Holders of the Notes in any or all of the Collateral, in each case as amended
from time to time in accordance with its terms.

                  "Senior Secured Indebtedness" means (i) Indebtedness
represented by the Notes and the Guarantees and Senior Secured Refinancing
Indebtedness, (ii) senior Indebtedness (other than Permitted Indebtedness)
incurred pursuant to Section 4.9 hereof and secured pursuant to a Lien in
accordance with clause (15) of the definition of "Permitted Liens" or (iii) any
Refinancing of senior Indebtedness in clause (ii) above.

                  "Senior Secured Parties" means the Collateral Agent for its
benefit and the benefit of the Trustee and the Holders of the Notes (including
any Additional Notes subsequently issued under and in compliance with the terms
of this Indenture) and the holders from time to time of any Senior Secured
Indebtedness and the duly authorized representative of such holders, if any.

                                      -22-

<PAGE>

                  "Senior Secured Refinancing Indebtedness" means Indebtedness
that constitutes Refinancing Indebtedness for the Notes, which is secured by the
Collateral on a pari passu basis with the Notes.

                  "Series A Notes" means the Company's 9 3/4% Senior Secured
Notes due 2010.

                  "Series B Notes" means notes issued by the Company hereunder
containing terms identical to the Series A Notes (except (i) interest thereon
shall accrue from the last date on which interest was paid on the Series A Notes
or, if no such interest has been paid, from the date of original issuance, (ii)
the legend or legends relating to transferability and other related matters set
forth on the Series A Notes, including the text referred to in footnote 2 of
Exhibit A hereto, shall be removed or appropriately altered, and (iii) as
otherwise set forth herein), to be offered to Holders of Series A Notes in
exchange for Series B Notes pursuant to the Exchange Offer or any exchange offer
specified in any registration rights agreement relating to the Additional Notes.

                  "Significant Subsidiary," with respect to any Person, means
any Restricted Subsidiary of such Person that satisfies the criteria for a
"significant subsidiary" set forth in Rule 1.02(w) of Regulation S-X under the
Exchange Act.

                  "Subordinated Indebtedness" means Indebtedness of the Company
or any Guarantor that is expressly subordinated in right of payment to the Notes
or the Guarantee of such Guarantor, as the case may be, including, without
limitation, the 8 7/8% Notes.

                  "Subsidiary," with respect to any Person, means:

                  (1)      any corporation of which the outstanding Capital
         Stock having at least a majority of the votes entitled to be cast in
         the election of directors under ordinary circumstances shall at the
         time be owned, directly or indirectly, by such Person; or

                  (2)      any other Person of which at least a majority of the
         voting interest under ordinary circumstances is at the time, directly
         or indirectly, owned by such Person; and

                  (3)      with respect to the Company, Subsidiary, consolidated
         Subsidiary and Restricted Subsidiary, shall each include each LSAE.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb) as in effect on the date on which this Indenture is
qualified under the TIA; provided 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.

                  "Transfer Restricted Security" means a Note that is a
restricted security as defined in Rule 144(a)(3) under the Securities Act.

                  "Trust Monies" means all cash and Cash Equivalents received:

                  (1)      as Net Cash Proceeds and Net Loss Proceeds; or

                  (2)      as proceeds of any sale or other disposition of all
         or any part of the Collateral by or on behalf of the Trustee or any
         collection, recovery, receipt, appropriation or other realization of or
         from all or any part of the Collateral by or on behalf of the Trustee
         pursuant to this Indenture or any of the Security Documents or
         otherwise;

                                      -23-
<PAGE>

provided, however, that Trust Monies shall in no event include any property
deposited with the Trustee for any redemption, legal defeasance or covenant
defeasance of Notes, for the satisfaction and discharge of this Indenture or to
pay the purchase price of Notes pursuant to a Change of Control Offer or Asset
Sale Offer.

                  "Trustee" means the party named as such above until a
successor replaces it in accordance with the applicable provisions of this
Indenture, and thereafter means the successor serving hereunder, which term
shall include the Collateral Agent, unless the Trustee has been replaced in such
capacity in accordance with this Indenture.

                  "12 3/4% Cumulative Exchangeable Preferred Stock" means the 12
3/4% cumulative exchangeable preferred stock of the Company, issued pursuant to
a Certificate of Designations dated January 30, 1997.

                  "UCC" means the Uniform Commercial Code as in effect on the
date hereof in the State of New York; provided, however, that if by reason of
mandatory provisions of law, the perfection of the effect or perfection or
non-perfection of the security interest in any item or portion of the Collateral
is governed by the Uniform Commercial Code as in effect in a jurisdiction other
than the State of New York, "UCC" shall mean the Uniform Commercial Code as in
effect in such other jurisdiction for purposes of the provisions hereof relating
to such perfection or effect of perfection or non-perfection.

                  "Unrestricted Subsidiary" of any Person means:

                  (1)      any Subsidiary of such Person that at the time of
         determination shall be or continue to be designated an Unrestricted
         Subsidiary by the Board of Directors of such Person in the manner
         provided below; and

                  (2) any Subsidiary of an Unrestricted Subsidiary.

                  The Board of Directors may designate any Subsidiary (including
any newly acquired or newly formed Subsidiary), other than any LSAE, to be an
Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or
owns or holds any Lien on any property of, the Company or any other Restricted
Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so
designated; provided, however, that:

                  (1)      the Company certifies to the Trustee that such
         designation complies with Section 4.7 hereof;

                  (2)      each Subsidiary to be so designated and each of its
         Subsidiaries has not at the time of designation, and does not
         thereafter, create, incur, issue, assume, guarantee or otherwise become
         directly or indirectly liable with respect to any Indebtedness pursuant
         to which the lender has recourse to any of the assets of the Company or
         any of its Restricted Subsidiaries; and

                  (3)      immediately before and immediately after giving
         effect to such designation, no Default or Event of Default shall have
         occurred and be continuing.

                  For purposes of making the determination of whether any such
designation of a Subsidiary as an Unrestricted Subsidiary complies with Section
4.7 hereof, the portion of the fair market value of the net assets of such
Subsidiary of the Company at the time that such Subsidiary is desig-

                                      -24-
<PAGE>

nated as an Unrestricted Subsidiary that is represented by the interest of the
Company and its Restricted Subsidiaries in such Subsidiary, in each case as
determined in good faith by the Board of Directors of the Company, shall be
deemed to be an Investment. Such designation will be permitted only if such
Investment would be permitted at such time under Section 4.7 hereof.

                  The Board of Directors may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary only if:

                  (1)      immediately after giving effect to such designation,
         the Company is able to incur at least $1.00 of additional Indebtedness
         (other than Permitted Indebtedness) in compliance with Section 4.9
         hereof; and

                  (2)      immediately before and immediately after giving
         effect to such designation, no Default or Event of Default shall have
         occurred and be continuing.

                  Any such designation by the Board of Directors shall be
evidenced to the Trustee by promptly filing with the Trustee a copy of the Board
Resolution giving effect to such designation and an Officers' Certificate
certifying that such designation complied with the foregoing provisions.

                  "U.S. Government Securities" means securities which are (i)
direct obligations of the United States of America for the payment of which its
full faith and credit is pledged or (ii) obligations of a person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are
not callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such U.S. Government Securities or a specific payment of interest
on or principal of any such U.S. Government Securities held by such custodian
for the account of the holder of a depository receipt; provided that (except as
required by law) such custodian is not authorized to make any deduction from the
amount payable to the holder of such depository receipt from any amount received
by the custodian in respect of the U.S. Government Securities or the specific
payment of interest on or principal of the U.S. Government Securities evidenced
by such depository receipt.

                  "U.S. Person" means any U.S. person as defined in Regulation
S.

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

                  "Wholly Owned Restricted Subsidiary" of any Person means any
Wholly Owned Subsidiary of such Person which at the time of determination is a
Restricted Subsidiary of such Person.

                  "Wholly Owned Subsidiary" of any Person means any Subsidiary
of such Person of which all the outstanding voting securities (other than in the
case of a foreign Subsidiary, directors' qualifying shares or an immaterial
amount of shares required to be owned by other Persons pursuant to applicable
law) are owned by such Person or any Wholly Owned Subsidiary of such Person.

                                      -25-
<PAGE>

Section 1.2.      Other Definitions.

<TABLE>
<CAPTION>
                                                                                   Defined
                                Term                                              in Section
                                ----                                              ----------
<S>                                                                               <C>
"Acceleration Notice".......................................................           6.2
"Action" ...................................................................           1.5
"Adjusted Net Assets".......................................................          11.5
"Affiliate Transaction".....................................................          4.11
"Agent Members".............................................................           2.6(b)
"Available Repurchase Amount................................................          4.22
"California Guarantor"......................................................          11.1
"Certificated Notes"........................................................           2.1
"Change of Control Offer"...................................................          4.15
"Change of Control Offer Period"............................................           3.9
"Company Cash Collateral Notice" ...........................................          10.6(d)
"Company Notice"............................................................          10.6(b)
"Covenant Defeasance".......................................................           8.3
"DTC" ......................................................................           2.6(g)
"Event of Default"..........................................................           6.1
"Excess Loss Proceeds"......................................................          4.19
"Foreign Person"............................................................           2.6(c)
"Funded Repurchase Amount" .................................................          12.7
"Funding Guarantor".........................................................          11.5
"Global Notes"..............................................................           2.1
"Guarantee".................................................................          11.1
"IAI Global Note"...........................................................           2.1
"incur".....................................................................           4.9
"Institutional Accredited Investors"........................................           2.1
"Interest Swap Intercreditor Agreement".....................................          10.9
"Legal Defeasance"..........................................................           8.2
"Loss Proceeds Offer".......................................................          4.19
"Loss Proceeds Offer Amount"................................................          4.19
"Loss Proceeds Offer Payment Date"..........................................          4.19
"Loss Proceeds Offer Trigger Date"..........................................          4.19
"Net Proceeds Offer"........................................................          4.10(b)
"Net Proceeds Offer Amount".................................................          4.10(b)
"Net Proceeds Offer Payment Date"...........................................          4.10(b)
"Net Proceeds Offer Trigger Date"...........................................          4.10(b)
"Optional Redemption".......................................................           3.7
"Paying Agent"..............................................................           2.3
"Permanent Regulation S Global Note"........................................           2.1
"Private Placement Legend"..................................................           2.6(h)
"Reference Date"............................................................           4.7
"Registrar".................................................................           2.3
"Regulation S Global Note"..................................................           2.1
"Released Cash Collateral"..................................................          10.6(d)
"Released Collateral".......................................................          10.6(b)
"Released Trust Monies".....................................................          12.4
"Replacement Assets"........................................................          4.10
"Repurchase Sub-Account" ...................................................          12.7
</TABLE>

                                      -26-
<PAGE>

<TABLE>
<CAPTION>
                                                                                 Defined
                                       Term                                     in Section
                                       ----                                     ----------
<S>                                                                             <C>
"Restricted Payment"........................................................        4.7
"Rule 144A Global Note".....................................................        2.1
"Special Notes Offer".......................................................       4.22
"Special Notes Offer Date"..................................................       4.22
"Special Redemption"........................................................        3.8
"Subject Property"..........................................................       4.19
"Surviving Entity"..........................................................        5.1
"Temporary Regulation S Global Note"........................................        2.1
"U.S. Certificated Notes"...................................................        2.1
</TABLE>

Section 1.3.      Incorporation by Reference of Trust Indenture Act.

                  Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture.

                  The following TIA terms used in this Indenture have the
following meanings:

                  "indenture securities" means the Notes;

                  "indenture security holder" means a Holder;

                  "indenture to be qualified" means this Indenture;

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

                  "obligor" on the Notes means the Company and any successor
         obligor upon the Notes.

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

Section 1.4.      Rules of Construction.

                  Unless the context otherwise requires:

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

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

                  (c)      "or" is not exclusive;

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

                  (e)      provisions apply to successive events and
         transactions; and

                  (f)      references to sections of or rules under the
         Securities Act, the Exchange Act and the TIA shall be deemed to include
         substitute, replacement and successor sections or rules adopted by the
         Commission from time to time.

                                      -27-
<PAGE>

Section 1.5.      Actions of Holders.

                  (a)      Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given
or taken by Holders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Holders in person or by an agent
duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Action" of Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 7.1 hereof) conclusive in
favor of the Trustee and the Company, if made in the manner provided in this
Section.

                  (b)      The fact and date of the execution by any Person of
any such instrument or writing may be proved by the affidavit of a witness of
such execution or by the certificate of any notary public or other officer
authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to him or her the
execution thereof. Where such execution is by an officer of a corporation or a
member of a partnership, on behalf of such corporation or partnership, such
certificate or affidavit shall also constitute sufficient proof of his or her
authority.

                  (c)      The ownership of Notes shall be proved by the
register maintained by the Registrar.

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

                                  ARTICLE II.

                                   THE NOTES

Section 2.1.      Form and Dating.

                  The Series A Notes and the Trustee's certificate of
authentication relating thereto shall be substantially in the form of Exhibit A
hereto. The Notes may have notations, legends or endorsements required by law,
stock exchange rule or usage in addition to those set forth in Exhibit A hereto.
The Series B Notes shall be substantially in the form of Exhibit B hereto. Each
Note shall be dated the date of its authentication. The notation on each Note
relating to the Guarantees shall be substantially in the form set forth on
Exhibit C hereto. Each Note shall be dated the date of its authentication. The
Notes shall be in denominations of $1,000 and integral multiples thereof.

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

                  Notes offered and sold in reliance on Rule 144A shall be
issued initially in the form of a single permanent global Note in registered
form, substantially in the form of Exhibit A hereto (the

                                      -28-
<PAGE>

"Rule 144A Global Note"), deposited with the Trustee, as custodian for the
Depositary, duly executed by the Company and authenticated by the Trustee as
hereinafter provided and shall bear the legend set forth in Section 2.6(h)(iv)
hereof. The aggregate principal amount of the Rule 144A Global Note may from
time to time be increased or decreased by adjustments made on the records of the
Trustee, as custodian for the Depositary or its nominee, as hereinafter
provided.

                  Notes offered and sold in offshore transactions in reliance on
Regulation S shall be issued initially in the form of a single temporary global
Note in registered form, substantially in the form of Exhibit A hereto (the
"Temporary Regulation S Global Note"), deposited with the Trustee, as custodian
for the Depositary, duly executed by the Company and authenticated by the
Trustee as hereinafter provided and shall bear the legend set forth in Section
2.6(h)(iv) hereof. At any time following 40 days after the later of the
commencement of the offering of the Notes and the Issue Date, upon receipt by
the Trustee and the Company of a duly executed certificate substantially in the
form of Exhibit D(1) hereto, a single permanent Global Note in registered form
substantially in the form of Exhibit A hereto (the "Permanent Regulation S
Global Note," and together with the Temporary Regulation S Global Note, the
"Regulation S Global Note") duly executed by the Company and authenticated by
the Trustee as hereinafter provided shall be deposited with the Trustee, as
custodian for the Depositary, and the Registrar shall reflect on its books and
records the date and a decrease in the principal amount of the Regulation S
Global Note in an amount equal to the principal amount of the beneficial
interest in the Regulation S Global Note transferred. The aggregate principal
amount of the Regulation S Global Note may from time to time thereafter be
increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depositary or its nominee, as hereinafter provided.

                  Notes offered and sold to institutional accredited investors
(as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act)
("Institutional Accredited Investors") shall be issued initially in the form of
a single permanent global Note in registered form, substantially in the form of
Exhibit A hereto (the "IAI Global Note"), deposited with the Trustee, as
custodian for the Depositary, duly executed by the Company and authenticated by
the Trustee as hereinafter provided and shall bear the legend set forth in
Section 2.6(h)(iv) hereof. The aggregate principal amount of the IAI Global Note
may from time to time be increased or decreased by adjustments made on the
records of the Trustee, as custodian for the Depositary or its nominee, as
hereinafter provided.

                  The Rule 144A Global Note, the Regulation S Global Note and
the IAI Global Note are sometimes referred to herein as the "Global Notes."
Notes issued in exchange for interests in a Global Note pursuant to Section 2.6
may be issued in the form of permanent certificated Notes in registered form in
substantially the form set forth in Exhibit A (the "Certificated Notes").

Section 2.2.      Execution and Authentication.

                  Two Officers of the Company shall sign the Notes for the
Company by manual or facsimile signature.

                  If an Officer whose signature is on a Note was an Officer at
the time of such execution but no longer holds that office or position at the
time a Note is authenticated, the Note shall nevertheless be valid. Each
Guarantor shall execute a Guarantee in the manner set forth in Section 11.7.

                  A Note shall not be valid until authenticated by the manual
signature of the Trustee. The signature shall be conclusive evidence that the
Note has been authenticated under this Indenture.

                  The Trustee, upon a written order of the Company signed by two
Officers of the Company, shall authenticate (i) Series A Notes for original
issue on the Issue Date in the aggregate

                                      -29-
<PAGE>

principal amount not to exceed $405 million and (ii) subject to Section 4.9,
Additional Notes. The Trustee, upon written order of the Company signed by two
Officers of the Company, shall authenticate Series B Notes; provided that such
Series B Notes shall be issuable only upon the valid surrender for cancellation
of Series A Notes of a like aggregate principal amount in accordance with the
Exchange Offer or an exchange offer specified in any registration rights
agreement relating to the Additional Notes. Such written order of the Company
shall specify the amount of Notes to be authenticated and the date on which the
original issue of Notes is to be authenticated. Any Additional Notes shall be
part of the same issue as the Notes being issued on the Issue Date and will vote
on all matters as one class with the Notes being issued on the Issue Date,
including, without limitation, waivers, amendments, redemptions, Change of
Control Offers and Net Proceeds Offers. For the purposes of this Indenture,
except for Section 4.9, references to the Notes include Additional Notes, if
any.

                  The Trustee may appoint an authenticating agent acceptable to
the Company to authenticate Notes. Unless otherwise provided in the appointment,
an authenticating agent may authenticate Notes whenever the Trustee may do so.
Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as an
Agent to deal with the Company or with any Affiliate of the Company.

Section 2.3.      Registrar and Paying Agent.

                  The Company shall maintain an office or agency where Notes may
be presented or surrendered for registration of transfer or for exchange
("Registrar") and an office or agency where Notes may be presented for payment
("Paying Agent"). The Notes may be presented for registration of transfer and
exchange at the offices of the Registrar. The Company will pay principal (and
premium, if any) on the Notes at the Trustee's corporate office in New York, New
York. At the option of the Company, payment of interest and Additional Interest
may be paid at the Trustee's corporate office or by check mailed to the Holders
at their addresses set forth in the register of Holders, provided that payment
by wire transfer of immediately available funds will be required with respect to
principal, Redemption Price and Purchase Price of, and interest and Additional
Interest (if any) on, all Global Notes and all other Notes the Holders of which
shall have provided wire transfer instructions to the Trustee or the Paying
Agent. The Company may appoint one or more co-registrars and one or more
additional paying agents. The term "Registrar" includes any co-registrar and the
term "Paying Agent" includes any additional paying agent. The Company may change
any Paying Agent or Registrar without notice to any Holder. The Company shall
notify the Trustee in writing of the name and address of any Paying Agent not a
party to this Indenture. If the Company fails to appoint or maintain another
entity as Registrar or Paying Agent, the Trustee shall act as such. The Company
or any of its Subsidiaries may act as Paying Agent or Registrar. The Depositary
shall, by acceptance of a Global Note, agree that transfers of beneficial
interests in such Global Note may be effected only through a book-entry system
maintained by the Depositary (or its agent), and that ownership of a beneficial
interest in the Note shall be required to be reflected in a book entry.

                  The Company initially appoints the Trustee to act as the
Registrar and Paying Agent and to act as Note Custodian with respect to the
Global Notes, until such time as the Trustee has resigned or a successor has
been appointed.

Section 2.4.      Paying Agents to Hold Money in Trust.

                  The Company shall require each Paying Agent other than the
Trustee to agree in writing that such Paying Agent shall hold in trust for the
benefit of Holders or the Trustee all money held by the Paying Agent for the
payment of principal of and any premium, if any, interest and Additional
Interest, if any, on the Notes, and shall notify the Trustee of any default by
the Company in making

                                      -30-
<PAGE>

any such payment. While any such default continues, the Trustee may require a
Paying Agent to pay all money held by it to the Trustee. The Company at any time
may require a Paying Agent to pay all money held by it to the Trustee and
account for any money disbursed. Upon payment over to the Trustee, the Paying
Agent (if other than the Company) shall have no further liability for the money.
If the Company acts as Paying Agent, it shall segregate and hold in a separate
trust fund for the benefit of the Holders all money held by it as Paying Agent.
Upon any bankruptcy or reorganization proceedings relating to the Company, the
Trustee shall serve as Paying Agent for the Notes.

Section 2.5.      Holder Lists.

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

Section 2.6.      Transfer and Exchange.

                  (a)      Transfer and Exchange Generally; Book-Entry
Provisions. Upon surrender for registration of transfer of any Note to the
Registrar, and satisfaction of the requirements for such transfer set forth in
this Section 2.6, the Company shall execute, and the Trustee shall authenticate
and deliver, in the name of the designated transferee or transferees, one or
more new Notes of any authorized denominations and of a like aggregate principal
amount and bearing such restrictive legends as may be required by this
Indenture.

                  Notes may be exchanged for other Notes of any authorized
denominations and of a like aggregate principal amount, upon surrender of the
Notes to be exchanged at any such office or agency maintained by the Company
pursuant to Section 4.2 hereof. Whenever any Notes are so surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Notes which the Holder making the exchange is entitled to receive
bearing registration numbers not contemporaneously outstanding.

                  All Notes presented or surrendered for registration of
transfer or exchange shall be duly endorsed, or be accompanied by a written
instrument or instruments of transfer in form satisfactory to the Company and
the Registrar, and the Notes shall be duly executed by the Holder thereof or his
attorney duly authorized in writing. Except as otherwise provided in this
Indenture, and in addition to the requirements set forth in the legend referred
to in Section 2.6(h)(i) hereof, in connection with any transfer of Transfer
Restricted Securities any request for transfer shall be accompanied by a
certification to the Trustee relating to the manner of such transfer
substantially in the form of Exhibit D hereto.

                  (b)      Book-Entry Provisions for the Global Notes. The
Global Notes initially shall (i) be registered in the name of the Depositary or
the nominee of such Depositary, (ii) be delivered to the Trustee as custodian
for the Depositary and (iii) bear legends as set forth in Section 2.6(h)(iv)
hereof.

                  Members of, or participants in, the Depositary ("Agent
Members") shall have no rights under this Indenture with respect to any Global
Note held on their behalf by the Depositary, or the Trustee as its custodian, or
under the Global Note and the Depositary may be treated by the Com-

                                      -31-
<PAGE>

pany, the Trustee and any agent of the Company or the Trustee as the absolute
owner of the Global Note for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall prevent the Company, the Trustee or any agent of
the Company or the Trustee, from giving effect to any written certification,
proxy or other authorization furnished by the Depositary or impair, as between
the Depositary and its Agent Members, the operation of customary practices
governing the exercise of the rights of a holder of any Note.

                  Transfers of the Global Notes shall be limited to transfers of
such Global Note in whole, but not in part, to the Depositary, its successors or
their respective nominees. Beneficial interests in the Global Notes may be
transferred in accordance with the applicable rules and procedures of the
Depositary and the provisions of this Section 2.6. The registration of transfer
and exchange of beneficial interests in the Global Note, which does not involve
the issuance of a Certificated Note, shall be effected through the Depositary,
in accordance with this Indenture (including the restrictions on transfer set
forth herein) and the procedures of the Depositary therefor. The Trustee shall
have no responsibility or liability for any act or omission of the Depositary.

                  (c)      Transfers to Non-QIB Institutional Accredited
Investors. The following provisions shall apply with respect to the registration
of any proposed transfer of a Transfer Restricted Security to any Institutional
Accredited Investor that is not a QIB (other than any Person that is not a U.S.
Person, a "Foreign Person"):

                  (i)      the Registrar shall register the transfer of any
         Note, whether or not such Note bears the Private Placement Legend, if
         (x) (A) the requested transfer is at least two years after the later of
         the Issue Date of the Notes and (B) the proposed transferee has
         certified to the Registrar that the requested transfer is at least two
         years after last date on which such Note was held by an Affiliate of
         the Company, or (y) the proposed transferee has delivered to the
         Registrar (A) a certificate substantially in the form of Exhibit E
         hereto and (B) such certifications, legal opinions and other
         information as the Trustee and the Company may reasonably request to
         confirm that such transaction is in compliance with the Securities Act;

                  (ii)     if the proposed transferee is an Agent Member and the
         Notes to be transferred consist of Certificated Notes which after
         transfer are to be evidenced by an interest in the IAI Global Note,
         upon receipt by the Registrar of the Certificated Note and (x) written
         instructions given in accordance with the Depositary's and the
         Registrar's procedures and (y) the certificate, if required, referred
         to in clause (y) of paragraph (i) above, the Registrar shall register
         the transfer and reflect on its books and records the date and an
         increase in the principal amount of the IAI Global Note in an amount
         equal to the principal amount of Certificated Notes to be transferred,
         and the Registrar shall cancel the Certificated Notes so transferred;
         and

                  (iii)    if the proposed transferor is an Agent Member seeking
         to transfer an interest in a Global Note, upon receipt by the Registrar
         of (x) written instructions given in accordance with the Depositary's
         and the Registrar's procedures and (y) the certificate, if required,
         referred to in clause (y) of paragraph (i) above, the Registrar shall
         register the transfer and reflect on its books and records the date and
         (A) a decrease in the principal amount of the Global Note from which
         such interests are to be transferred in an amount equal to the
         principal amount of the Notes to be transferred and (B) an increase in
         the principal amount of the IAI Global Note in an amount equal to the
         principal amount of the Notes to be transferred.

                  (d)      Transfers to QIBs. The following provisions shall
apply with respect to the registration of any proposed transfer of a Transfer
Restricted Security to a QIB (other than Foreign Persons):

                                      -32-
<PAGE>

                  (i)      if the Note to be transferred consists of
         Certificated Notes or an interest in the IAI Global Note or the
         Regulation S Global Note, the Registrar shall register the transfer if
         such transfer is being made by a proposed transferor who has checked
         the box provided for on a certificate substantially in the form of
         Exhibit D(2) stating, or has otherwise advised the Company and the
         Registrar in writing, that the sale has been made in compliance with
         the provisions of Rule 144A to a transferee who is a QIB within the
         meaning of Rule 144A and is aware that the sale to it is being made in
         reliance on Rule 144A; and

                  (ii)     if the proposed transferee is an Agent Member, and
         the Note to be transferred consists of Certificated Notes or an
         interest in the IAI Global Note or the Regulation S Global Note, upon
         receipt by the Registrar of the documents referred to in clause (i) and
         instructions given in accordance with the Depositary's and the
         Registrar's procedures, the Registrar shall reflect on its books and
         records the date and an increase in the principal amount of the Rule
         144A Global Note in an amount equal to the principal amount of the
         Certificated Notes or the interest in the IAI Global Note or the
         Regulation S Global Note, as the case may be, to be transferred, and
         the Trustee shall cancel the Certificated Notes or decrease the amount
         of the IAI Global Note or the Regulation S Global Note so transferred.

                  (e)      Transfers of Interests in the Temporary Regulation S
Global Note. The following provisions shall apply with respect to the
registration of any proposed transfer of interests in the Temporary Regulation S
Global Note:

                  (i)      the Registrar shall register the transfer of an
         interest in the Temporary Regulation S Global Note if (x) the proposed
         transferor has delivered to the Registrar a certificate substantially
         in the form of Exhibit F stating, among other things, that the proposed
         transferee is a Foreign Person or (y) the proposed transferee is a QIB
         and the proposed transferor has checked the box provided for on a
         certificate substantially in the form of Exhibit D(2) stating, or has
         otherwise advised the Company and the Registrar in writing, that the
         sale has been made in compliance with the provisions of Rule 144A to a
         transferee who is a QIB within the meaning of Rule 144A, and is aware
         that the sale to it is being made in reliance on Rule 144A; and

                  (ii)     if the proposed transferee is an Agent Member, upon
         receipt by the Registrar of the documents referred to in clause (i)(y)
         above and instructions given in accordance with the Depositary's and
         the Registrar's procedures, the Registrar shall reflect on its books
         and records the date and an increase in the principal amount of the
         Rule 144A Global Note in an amount equal to the principal amount of the
         Temporary Regulation S Global Note to be transferred, and the Trustee,
         as Note Custodian, shall decrease the amount of the Temporary
         Regulation S Global Note.

                  (f)      Transfers to Foreign Persons. The following
provisions shall apply with respect to any transfer of a Transfer Restricted
Security to a Foreign Person:

                  (i)      the Registrar shall register any proposed transfer of
         a Note to a Foreign Person upon receipt of a certificate substantially
         in the form of Exhibit F hereto from the proposed transferor and such
         certifications, legal opinions and other information as the Trustee or
         the Company may reasonably request; and

                  (ii)     (a) if the proposed transferor is an Agent Member
         holding a beneficial interest in the Rule 144A Global Note or the IAI
         Global Note or the Note to be transferred consists of Certificated
         Notes, upon receipt by the Registrar of (x) the documents, if any,
         required by

                                      -33-
<PAGE>

         paragraph (i) and (y) instructions in accordance with the Depositary's
         and the Registrar's procedures, the Registrar shall reflect on its
         books and records the date and a decrease in the principal amount of
         the Rule 144A Global Note or the IAI Global Note in an amount equal to
         the principal amount of the beneficial interest in the Rule 144A Global
         Note or the IAI Global Note or cancel the Certificated Notes, as the
         case may be, to be transferred, and (b) if the proposed transferee is
         an Agent Member, upon receipt by the Registrar of instructions given in
         accordance with the Depositary's and the Registrar's procedures, the
         Registrar shall reflect on its books and records the date and an
         increase in the principal amount of the Regulation S Global Note in an
         amount equal to the principal amount of the Certificated Notes to be
         transferred, and the Trustee shall decrease the amount of the Rule 144A
         Global Note or the IAI Global Note.

                  (g)      The Depositary. The Depositary shall be a clearing
agency registered under the Exchange Act. The Company initially appoints The
Depository Trust Company ("DTC") to act as Depositary with respect to the Global
Note. Initially, the Rule 144A Global Note, the Regulation S Global Note and the
IAI Global Note shall be issued to the Depositary, registered in the name of
Cede & Co., as the nominee of the Depositary, and deposited with the Note
Custodian for Cede & Co.

                  Notes in Certificated form issued in exchange for all or a
part of a Global Note pursuant to this Section 2.6 shall be registered in such
names and in such authorized denominations as the Depositary, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. Upon execution and authentication, the Trustee shall
deliver such Certificated Notes in Certificated form to the persons in whose
names such Notes in Certificated form are so registered.

                  Certificated Notes shall be transferred to all beneficial
owners in exchange for their beneficial interests in the Global Notes if at any
time:

                  (i)      the Depositary for the Notes notifies the Company
         that the Depositary is unwilling or unable to continue as Depositary
         for any Global Note and a successor Depositary is not appointed by the
         Company within 90 days after delivery of such notice;

                  (ii)     the Depositary for the Notes ceases to be a clearing
         agency registered under the Exchange Act and a successor Depositary is
         not appointed by the Company within ninety (90) days; or

                  (iii)    the Company, at its sole discretion, notifies the
         Trustee in writing that it elects to cause the issuance of Certificated
         Notes under this Indenture,

and the Company shall execute, and the Trustee shall, upon receipt of an
authentication order in accordance with Section 2.2 hereof, authenticate and
deliver Certificated Notes in an aggregate principal amount equal to the
principal amount of the Global Notes in exchange for such Global Notes.

                  (h)      Legends.

                  (i)      Except as permitted by the following paragraphs (ii)
         and (iii), each Note certificate evidencing Global Notes and
         Certificated Notes (and all Notes issued in exchange therefor or
         substitution thereof) shall (x) be subject to the restrictions on
         transfer set forth in this Section 2.6 (including those set forth in
         the legend below) unless such restrictions on transfer shall be waived
         by written consent of the Company, and the Holder of each Transfer
         Restricted Security, by such Holder's acceptance thereof, agrees to be
         bound by all such restrictions on transfer and (y) bear the legend set
         forth below (the "Private Placement Legend"):

                                      -34-
<PAGE>

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
         AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE
         OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR
         PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
         PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
         REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT
         TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE
         HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT
         FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE
         TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION
         TERMINATION DATE") THAT IS [IN THE CASE OF RULE 144A NOTES: TWO YEARS]
         [IN THE CASE OF REGULATION S NOTES: 40 DAYS] AFTER THE LATER OF THE
         ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY
         AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY
         PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER OR ANY OF ITS
         SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN
         DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE
         SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
         SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
         INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT
         THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
         INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
         MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT
         OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S
         UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR"
         WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE
         SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING
         THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN
         INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL
         AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT
         WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION
         IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER
         AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
         SECURITIES ACT, SUBJECT TO THE ISSUER'S AND THE TRUSTEE'S RIGHT PRIOR
         TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (E) OR (F) TO
         REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR
         OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE
         REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
         TERMINATION DATE.

                  (ii)     Upon any sale or transfer of a Transfer Restricted
Security (including any Transfer Restricted Security represented by a Global
Note) pursuant to Rule 144 under the Securities Act or pursuant to an effective
registration statement under the Securities Act:

                  (a)      in the case of any Transfer Restricted Security that
         is a Certificated Note, the Registrar shall permit the Holder thereof
         to exchange such Transfer Restricted Security for a

                                      -35-
<PAGE>

         Certificated Note that does not bear the legend set forth in (i) above
         and rescind any restriction on the transfer of such Transfer Restricted
         Security; and

                  (b)      in the case of any Transfer Restricted Security
         represented by a Global Note, such Transfer Restricted Security shall
         not be required to bear the legend set forth in (i) above, but shall
         continue to be subject to the provisions of Section 2.6(b) hereof;
         provided, however, that with respect to any request for an exchange of
         a Transfer Restricted Security that is represented by a Global Note for
         a Certificated Note that does not bear the legend set forth in (i)
         above, which request is made in reliance upon Rule 144, the Holder
         thereof shall certify in writing to the Registrar that such request is
         being made pursuant to Rule 144 (such certifications to be
         substantially in the form of Exhibit D(2) hereto).

                  (iii)    Notwithstanding the foregoing, upon consummation of
the Exchange Offer, the Company shall issue and, upon receipt of an
authentication order in accordance with Section 2.2 hereof, the Trustee shall
authenticate Series B Notes in exchange for Series A Notes accepted for exchange
in the Exchange Offer, which Series B Notes shall not bear the legend set forth
in (i) above, and the Registrar shall rescind any restriction on the transfer of
such Series A Notes, in each case unless the Company has notified the Registrar
in writing that the Holder of such Series A Notes is either (A) a broker-dealer,
(B) a Person participating in the distribution of the Series A Notes or (C) a
Person who is an affiliate (as defined in Rule 144A) of the Company.

                  (iv)     Each Global Note, whether or not a Transfer
Restricted Security, shall also bear the following legend on the face thereof:

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

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

                  (v)      Any Global Note may be endorsed with or have
incorporated in the text thereof such legends or recitals or changes not
inconsistent with the provisions of this Indenture as

                                      -36-
<PAGE>

may be required by the Note Custodian, the Depositary or by the National
Association of Securities Dealers, Inc. in order for the Notes to be tradable on
the PORTAL Market or tradable on Euroclear or Clearstream or as may be required
for the Notes to be tradable on any other market developed for trading of
securities pursuant to Rule 144A or Regulation S under the Securities Act or
required to comply with any applicable law or any regulation thereunder or with
the rules and regulations of any securities exchange or automated quotation
system upon which the Notes may be listed or traded or to conform with any usage
with respect thereto, or to indicate any special limitations or restrictions to
which any particular Notes are subject.

                  (i)      Cancellation and/or Adjustment of Global Notes. At
         such time as all beneficial interests in Global Notes have been
         exchanged for Certificated Notes, redeemed, repurchased or canceled,
         all Global Notes shall be returned to or retained and canceled by the
         Trustee in accordance with Section 2.11 hereof. At any time prior to
         such cancellation, if any beneficial interest in a Global Note is
         exchanged for Certificated Notes, redeemed, repurchased or canceled,
         the principal amount of Notes represented by such Global Notes shall be
         reduced accordingly and an endorsement shall be made on such Global
         Note by the Trustee or the Note Custodian, at the direction of the
         Trustee, to reflect such reduction.

                  (j)      General Provisions Relating to Transfers and
Exchanges.

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

                  (ii)     No service charge shall be made to a Holder for any
registration of transfer, fee or exchange, but the Company may require payment
of a sum sufficient to cover any transfer tax or similar governmental charge
payable in connection therewith (other than any such transfer taxes or similar
governmental charge payable upon exchange or transfer pursuant to Sections 3.6,
3.9, 3.10 and 9.5 hereof).

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

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

                  (v)      The Company shall not be required:

                  (a)      to issue, to register the transfer of or to exchange
         Notes during a period beginning at the opening of business 15 days
         before the day of any selection of Notes for redemption under Section
         3.2 hereof and ending at the close of business on the day of selection;
         or

                  (b)      to register the transfer of or to exchange any Note
         so selected for redemption in whole or in part, except the unredeemed
         portion of any Note being redeemed in part; or

                  (c)      to register the transfer of or to exchange a Note
         between a record date and the next succeeding interest payment date.

                                      -37-
<PAGE>

                  (vi)     Prior to due presentment of the registration of a
transfer of any Note, the Trustee, any Agent and the Company may deem and treat
the Person in whose name any Note is registered as the absolute owner of such
Note for the purpose of all payments with respect to such Notes, and neither the
Trustee, any Agent nor the Company shall be affected by notice to the contrary.

                  (vii)    The Trustee shall authenticate Certificated Notes and
Global Notes in accordance with the provisions of Section 2.2 hereof.

Section 2.7.      Replacement Notes.

                  If any mutilated Note is surrendered to the Trustee or either
the Company or the Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Note, the Company shall issue and the Trustee,
upon receipt of an authentication order in accordance with Section 2.2 hereof,
shall authenticate a replacement Note if the Trustee's requirements for
replacement of Notes are met. If required by the Trustee or the Company, an
indemnity bond must be supplied by the Holder that is sufficient in the judgment
of the Trustee and the Company to protect the Company, the Trustee, any Agent
and any authenticating agent from any loss that any of them may suffer if a Note
is replaced. The Trustee and the Company each may charge such Holder for their
expenses in replacing such Note.

                  Every replacement Note is an additional obligation of the
Company and shall be entitled to all of the benefits of this Indenture equally
and proportionately with all other Notes duly issued hereunder.

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

Section 2.8.      Outstanding Notes.

                  The Notes outstanding at any time are all the Notes that have
been authenticated by the Trustee except for those canceled by it, those
delivered to it for cancellation, those reductions in the interest in a Global
Note effected by the Trustee or the Note Custodian in accordance with the
provisions hereof, and those described in this Section as not outstanding.
Except as set forth in Section 2.9 hereof, a Note does not cease to be
outstanding because the Company or any of its Affiliates holds the Note.

                  If a Note is replaced pursuant to Section 2.7 hereof, it shall
cease to be outstanding unless the Trustee receives proof satisfactory to it
that the replaced Note is held by a bona fide purchaser for value.

                  If the principal amount of any Note is considered paid under
Section 4.1 hereof, it ceases to be outstanding and interest on it ceases to
accrue.

                  If the Paying Agent (other than the Company, a Subsidiary or
an Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Notes payable on that date, then on and after that date such
Notes shall be deemed to be no longer outstanding and shall cease to accrue
interest.

                                      -38-
<PAGE>

Section 2.9.      Treasury Notes.

                  In determining whether the Holders of the required principal
amount of Notes have concurred in any direction, waiver or consent, Notes owned
by the Company, the Guarantors or by any Affiliate thereof shall be considered
as though not outstanding, except that for the purposes of determining whether
the Trustee shall be protected in relying on any such direction, waiver or
consent, only Notes that a Responsible Officer of the Trustee knows are so owned
shall be so disregarded. The Company agrees to notify the Trustee of the
existence of any such treasury Notes or Notes owned by the Company, any
Guarantor or an Affiliate thereof.

Section 2.10.     Temporary Notes.

                  Until Certificated Notes are ready for delivery, the Company
may prepare and the Trustee, upon receipt of an authentication order in
accordance with Section 2.2 hereof, shall authenticate temporary Notes.
Temporary Notes shall be substantially in the form of Certificated Notes, but
may have such variations as the Company considers appropriate for temporary
Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable
delay, the Company shall prepare and the Trustee shall authenticate Certificated
Notes in exchange for temporary Notes.

                  Holders of temporary Notes shall be entitled to all of the
benefits of this Indenture.

Section 2.11.     Cancellation.

                  The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee, or at the direction of the Trustee, the Registrar or Paying Agent, and
no one else shall cancel all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation and shall dispose of all canceled
Notes in accordance with the Trustee's usual procedures. The Trustee shall
maintain a record of all canceled Notes. All canceled Notes shall be delivered
to the Company if the Company so requests in writing. Subject to Section 2.7
hereof, the Company may not issue new Notes to replace Notes that have been paid
or that have been delivered to the Trustee for cancellation.

Section 2.12.     Defaulted Interest.

                  If the Company defaults in a payment of interest on the Notes,
the Company shall pay the defaulted interest in any lawful manner plus, to the
extent lawful, interest payable on the defaulted interest, to the Persons who
are Holders on a subsequent special record date, in each case at the rate
provided in the Notes and in Section 4.1 hereof. The Company shall notify the
Trustee in writing of the amount of defaulted interest proposed to be paid on
each Note and the date of the proposed payment. The Company shall fix or cause
to be fixed each such special record date and payment date, provided that no
such special record date shall be less than 10 days prior to the related payment
date for such defaulted interest. At least 15 days before the special record
date, the Company (or, upon the written request of the Company, the Trustee in
the name and at the expense of the Company) shall mail or cause to be mailed to
Holders a notice that states the special record date, the related payment date
and the amount of such interest to be paid.

Section 2.13.     Persons Deemed Owners.

                  Prior to due presentment of a Note for registration of
transfer and subject to Section 2.12 hereof, the Company, the Trustee, any
Paying Agent, any co-registrar and any Registrar may

                                      -39-
<PAGE>

deem and treat the person in whose name any Note shall be registered upon the
register of Notes kept by the Registrar as the absolute owner of such Note
(whether or not such Note shall be overdue and notwithstanding any notation of
the ownership or other writing thereon made by anyone other than the Company,
any co-registrar or any Registrar) for the purpose of receiving all payments
with respect to such Note and for all other purposes, and none of the Company,
the Trustee, any Paying Agent, any co-registrar or any Registrar shall be
affected by any notice to the contrary.

                  None of the Company, the Trustee or any agent of the Company
or the Trustee shall have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of Notes in global form, or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests. Notwithstanding the
foregoing, with respect to any Notes in global form, nothing herein shall
prevent the Company or the Trustee, or any agent of the Company or the Trustee,
from giving effect to any written certification, proxy or other authorization
furnished by any Depositary (or its nominee), as a Holder, with respect to such
Note in global form or impair, as between such Depositary and owners of
beneficial interests in such Note in global form, the operation of customary
practices governing the exercise of the rights of such Depositary (or its
nominee) as a Holder of such Note in global form.

Section 2.14.     CUSIP Numbers.

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

                                  ARTICLE III.

                            REDEMPTION AND REPURCHASE

Section 3.1.      Notices to Trustee.

                  If the Company elects to redeem Notes pursuant to the
provisions of Section 3.7 or 3.8 hereof, it shall furnish to the Trustee, at
least 30 days but not more than 60 days before the Redemption Date (unless a
shorter notice period shall be satisfactory to the Trustee), an Officers'
Certificate setting forth the Section of this Indenture pursuant to which the
redemption shall occur, the Redemption Date, the principal amount of Notes to be
redeemed and the Redemption Price.

                  If the Company is required to offer to repurchase Notes
pursuant to the provisions of Section 4.10, 4.15 or 4.19 hereof, it shall notify
the Trustee in writing, at least 30 days but not more than 45 days before the
Purchase Date, of the Section of this Indenture pursuant to which the repurchase
shall occur, the Purchase Date, the principal amount of Notes required to be
repurchased and the Purchase Price and shall furnish to the Trustee an Officers'
Certificate to the effect that (a) the Company is required to make or has made a
Net Proceeds Offer or a Change of Control Offer or a Loss Proceeds Offer, as the
case may be, and (b) the conditions set forth in Section 4.10, 4.15, 4.19 or
4.22 hereof, as the case may be, have been satisfied.

                  If the Registrar is not the Trustee, the Company shall,
concurrently with each notice of redemption or repurchase, cause the Registrar
to deliver to the Trustee a certificate (upon which the Trustee may rely)
setting forth the principal amounts of Notes held by each Holder.

                                      -40-
<PAGE>

Section 3.2.      Selection of Notes.

                  Except as set forth below, if less than all of the Notes are
to be redeemed, the Trustee shall select the Notes or portions thereof to be
redeemed in compliance with the requirements of the principal national
securities exchange, if any, on which the Notes are listed or, on a pro rata
basis, by lot or by such method as the Trustee shall deem fair and appropriate.
In the event of partial redemption by lot, the particular Notes or portions
thereof to be redeemed shall be selected, unless otherwise provided herein, not
less than 30 nor more than 60 days prior to the Redemption Date by the Trustee
from the Outstanding Notes not previously called for redemption.

                  If less than all of the Notes tendered are to be repurchased
pursuant to the provisions of Section 4.10, 4.19 or 4.22 hereof, the Trustee
shall select the Notes or portions thereof to be repurchased in compliance with
Section 4.10, 4.19 or 4.22. In the event of partial repurchase by lot, the
particular Notes or portions thereof to be repurchased shall be selected at the
close of business of the last Business Day prior to the Purchase Date. If less
than all of the Notes tendered are to be repurchased pursuant to the provisions
of Section 3.8 hereof, the Trustee shall select the Notes only on a pro rata
basis or on as nearly a pro rata basis as is practicable (subject to DTC
procedures).

                  The Trustee shall promptly notify the Company in writing of
the Notes or portions thereof selected for redemption or repurchase. Notes and
portions thereof selected shall be in amounts of $1,000 or integral multiples of
$1,000; except that if all of the Notes of a Holder are to be redeemed, the
entire outstanding amount of Notes held by such Holder, even if not a multiple
of $1,000, shall be redeemed. No Notes of a principal amount of $1,000 or less
shall be redeemed in part.

Section 3.3.      Notice of Optional or Special Redemption.

                  In the event Notes are to be redeemed pursuant to Section 3.7
or 3.8 hereof, at least 30 days but not more than 60 days before the Redemption
Date, the Company shall mail a notice of redemption to each Holder whose Notes
are to be redeemed in whole or in part, with a copy to the Trustee.

                  The notice shall identify the Notes or portions thereof to be
redeemed (including the CUSIP number, if any) and shall state:

                  (a)      the Redemption Date;

                  (b)      the Redemption Price;

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

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

                  (e)      that Notes called for redemption must be surrendered
         to the Paying Agent to collect the Redemption Price, and, unless the
         Redemption Date is after a record date and on or before the succeeding
         interest payment date, accrued and unpaid interest and Additional
         Interest, if any, thereon to the Redemption Date;

                  (f)      that, unless the Company defaults in making the
         redemption payment, interest and any Additional Interest on Notes
         called for redemption will cease to accrue on and after

                                      -41-
<PAGE>

         the Redemption Date, and the only remaining right of the Holders of
         such Notes is to receive payment of the Redemption Price, and, unless
         the Redemption Date is after a record date and on or before the
         succeeding interest payment date, accrued and unpaid interest and
         Additional Interest, if any, thereon to the Redemption Date upon
         surrender to the Paying Agent of the Notes redeemed;

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

                  (h)      the paragraph of the Notes pursuant to which the
         Notes called for redemption are being redeemed; and

                  (i)      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 Notes and that reliance may be placed only on the other
         identification numbers printed on the Notes.

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided that the Company
shall deliver to the Trustee, at least 40 days prior to the Redemption Date
(unless a shorter period shall be satisfactory to the Trustee), an Officers'
Certificate requesting that the Trustee give such notice and setting forth the
information to be stated in such notice as provided in the preceding paragraph.

Section 3.4.      Effect of Notice of Redemption.

                  Once notice of redemption is mailed, Notes or portions thereof
called for redemption become due and payable on the Redemption Date at the
Redemption Price. Upon surrender to any Paying Agent, such Notes or portions
thereof shall be paid at the Redemption Price, plus Additional Interest, if any,
and accrued interest to the Redemption Date; provided, however, that
installments of interest and Additional Interest, if any, which are due and
payable on or prior to the Redemption Date shall be payable to the Holders of
such Notes, registered as such, at the close of business on the relevant record
date for the payment of such installment of interest and Additional Interest, if
any.

Section 3.5.      Deposit of Redemption Price.

                  On or before 10:00 a.m. Eastern Time on each Redemption Date,
the Company shall irrevocably deposit with the Trustee or with the Paying Agent
money sufficient to pay the aggregate amount due on all Notes to be redeemed on
that date, including without limitation any accrued and unpaid interest and
Additional Interest, if any, to the Redemption Date. Upon written request by the
Company, the Trustee or the Paying Agent shall promptly return to the Company
any money not required for that purpose.

                  Unless the Company defaults in making such payment, interest
and any Additional Interest on the Notes to be redeemed will cease to accrue on
the applicable Redemption Date, whether or not such Notes are presented for
payment. If any Note called for redemption shall not be so paid upon surrender
because of the failure of the Company to comply with the preceding paragraph,
interest will be paid on the unpaid principal, from the applicable Redemption
Date until such principal is paid, and on any interest not paid on such unpaid
principal, in each case at the rate provided in the Notes and in Section 4.1
hereof.

                                      -42-
<PAGE>

Section 3.6.      Notes Redeemed in Part.

                  Upon surrender of a Note that is redeemed in part, the Company
shall issue and the Trustee shall authenticate for the Holder at the expense of
the Company a new Note equal in principal amount to the portion of the Note
surrendered that is not to be redeemed.

Section 3.7.      Optional Redemption.

                  The Company may redeem any or all of the Notes at any time on
or after December 1, 2006 at the Redemption Prices set forth in the Notes (an
"Optional Redemption"). Any redemption pursuant to this Section 3.7 shall be
made pursuant to the provisions of Sections 3.1 through 3.6 hereof.

Section 3.8.      Special Redemption.

                  In the event the Company completes one or more Equity
Offerings on or before December 1, 2005, the Company, at its option, may use the
net cash proceeds from any such Equity Offering to redeem up to 35% of the
original principal amount of the Notes (a "Special Redemption") at a Redemption
Price of 109.750% of the principal amount thereof, together with accrued and
unpaid interest and Additional Interest, if any, to the date of redemption,
provided, however, that at least 65% of the original principal amount of the
Notes will remain outstanding immediately after each such Special Redemption;
and provided, further, that such Special Redemption shall occur within 90 days
after the date of the closing of the applicable Equity Offering. Any redemption
pursuant to this Section 3.8 shall be made pursuant to the provisions of
Sections 3.1 through 3.6 hereof.

Section 3.9.      Repurchase upon Change of Control Offer.

                  In the event that, pursuant to Section 4.15 hereof, the
Company shall be required to commence a Change of Control Offer, it shall follow
the procedures specified below.

                  The Change of Control Offer shall remain open for a period
from the date of the mailing of the notice of the Change of Control Offer
described in the next paragraph until a date determined by the Company which is
at least 30 but no more than 60 days from the date of mailing of such notice and
no longer, except to the extent that a longer period is required by applicable
law (the "Change of Control Offer Period"). On the Purchase Date, which shall be
no later than the third Business Day following the last day of the Change of
Control Offer Period, the Company shall purchase the principal amount of Notes
properly tendered in response to the Change of Control Offer.

                  Within 5 days following any Change of Control, the Company
shall send, by first class mail, a notice to the Trustee and each of the
Holders. The notice shall contain all instructions and materials necessary to
enable such Holders to tender Notes pursuant to the Change of Control Offer. The
Change of Control Offer shall be made to all Holders. The notice, which shall
govern the terms of the Change of Control Offer, shall state:

                  (a)      the transaction or transactions that constitute the
         Change of Control, providing information, to the extent publicly
         available, regarding the Person or Persons acquiring control, and
         stating that the Change of Control Offer is being made pursuant to this
         Section 3.9 and Section 4.15 hereof and that, to the extent lawful, all
         Notes properly tendered will be accepted for payment;

                                      -43-
<PAGE>

                  (b)      the Purchase Price, the last day of the Change of
         Control Offer Period, and the Purchase Date;

                  (c)      that any Note not properly tendered or otherwise not
         accepted for repurchase will continue to accrue interest and Additional
         Interest, if any;

                  (d)      that, unless the Company defaults in the payment of
         the amount due on the Purchase Date, all Notes or portions thereof
         accepted for repurchase pursuant to the Change of Control Offer shall
         cease to accrue interest and Additional Interest, if any, after the
         Purchase Date;

                  (e)      that Holders electing to have any Notes purchased
         pursuant to the Change of Control Offer will be required to tender the
         Notes, with the form entitled Option of Holder To Elect Purchase on the
         reverse of the Notes completed, or transfer by book-entry transfer to
         the Company, a depositary, if appointed by the Company, or a Paying
         Agent at the address specified in the notice not later than the third
         Business Day preceding the Purchase Date;

                  (f)      that Holders will be entitled to withdraw their
         election if the Company, the Depositary or the Paying Agent, as the
         case may be, receives, not later than the expiration of the Change of
         Control Offer Period, a telegram, facsimile transmission or letter
         setting forth the name of the Holder, the principal amount of Notes
         delivered for repurchase, and a statement that such Holder is
         withdrawing his election to have the Notes redeemed in whole or in
         part; and

                  (g)      that Holders whose Notes are being repurchased only
         in part will be issued new Notes equal in principal amount to the
         portion of the Notes tendered (or transferred by book-entry transfer)
         that is not to be repurchased, which portion must be equal to $1,000 in
         principal amount or an integral multiple thereof.

                  On or before the Purchase Date, the Company shall to the
extent lawful, (i) accept for payment all Notes or portions thereof properly
tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying
Agent an amount equal to the Purchase Price, together with accrued and unpaid
interest and Additional Interest, if any, thereon to the Purchase Date in
respect of all Notes or portions thereof so tendered and accepted for repurchase
and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted
together with an Officers' Certificate stating the aggregate principal amount of
Notes or portions thereof being repurchased by the Company. The Paying Agent
shall promptly (but in any case not later than five days after the Purchase
Date) mail to each Holder of Notes so repurchased the amount due in connection
with such Notes, and the Company shall promptly issue a new Note, and the
Trustee, upon written request from the Company in the form of an Officers'
Certificate, shall authenticate and mail or deliver (or cause to transfer by
book entry) to each relevant Holder a new Note, in a principal amount equal to
any unpurchased portion of the Notes surrendered to the Holder thereof; provided
that each such new Note shall be in a principal amount of $l,000 or an integral
multiple thereof. The Company shall publicly announce the results of the Change
of Control Offer on or as soon as practicable after the Purchase Date.

                  If the Purchase Date is on or after an interest record date
and on or before the related interest payment date, any accrued and unpaid
interest and Additional Interest, if any, in each case to the Purchase Date,
shall be paid to the Person in whose name a Note is registered at the close of
business on such record date, and no additional interest shall be payable to
Holders pursuant to the Change of Control Offer.

                                      -44-
<PAGE>

Section 3.10.     Repurchase upon Application of Net Cash Proceeds and Net Loss
                  Proceeds.

                  In the event that, pursuant to Section 4.10 or 4.19 hereof,
the Company shall be required to commence a Net Proceeds Offer or Loss Proceeds
Offer, it shall follow the procedures specified below.

                  The notice shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Net Proceeds
Offer or Loss Proceeds Offer, as the case may be. The Net Proceeds Offer or Loss
Proceeds Offer shall be made to all Holders. Each Net Proceeds Offer or Loss
Proceeds Offer shall be mailed to the record Holders as shown on the register of
Holders within 25 days following the Net Proceeds Offer Trigger Date (unless
such Net Proceeds Offer is deferred in accordance with Section 4.10(c) hereof,
in which case such Net Proceeds Offer shall be mailed within 25 days of the
termination of such deferral) or Loss Proceeds Offer Trigger Date, with a copy
to the Trustee, and shall comply with the procedures set forth in this
Indenture. Upon receiving notice of a Net Proceeds Offer, Holders may elect to
tender their Notes in whole or in part in integral multiples of $1,000 in
exchange for cash. A Net Proceeds Offer or a Loss Proceeds Offer shall remain
open for a period of 20 business days or such longer period as may be required
by law. The notice, which shall govern the terms of a Net Proceeds Offer or a
Loss Proceeds Offer, shall state:

                  (a)      that the Net Proceeds Offer or Loss Proceeds Offer is
         being made pursuant to this Section 3.10 and either Section 4.10 or
         4.19 hereof, as applicable;

                  (b)      the Net Proceeds Offer Amount or Loss Proceeds Offer
         Amount, the Purchase Price and the Purchase Date;

                  (c)      that any Note not properly tendered or otherwise not
         accepted for repurchase shall continue to accrue interest and
         Additional Interest, if any;

                  (d)      that, unless the Company defaults in the payment of
         the amount due on the Purchase Date, all Notes or portions thereof
         accepted for repurchase pursuant to the Net Proceeds Offer or Loss
         Proceeds Offer shall cease to accrue interest and Additional Interest,
         if any, after the Purchase Date;

                  (e)      that Holders electing to have any Notes repurchased
         pursuant to any Net Proceeds Offer or Loss Proceeds Offer shall be
         required to tender the Notes, with the form entitled Option of Holder
         to Elect Purchase on the reverse of the Notes completed, or transfer by
         book-entry transfer, to the Company, a Depositary, if appointed by the
         Company, or a Paying Agent at the address specified in the notice prior
         to the close of business on the third Business Day preceding the
         Purchase Date;

                  (f)      that Holders will be entitled to withdraw their
         election if the Company, the Depositary or the Paying Agent, as the
         case may be, receives, not later than the Purchase Date, a telegram,
         facsimile transmission or letter setting forth the name of the Holder,
         the principal amount of the Notes delivered for repurchase and a
         statement that such Holder is withdrawing his election to have such
         Notes repurchased in whole or in part;

                  (g)      that, to the extent Holders properly tender Notes in
         an amount exceeding the Net Proceeds Offer Amount or Loss Proceeds
         Offer Amount, Notes of tendering Holders will be purchased on a pro
         rata basis (based on the amount of Notes tendered); and

                                      -45-
<PAGE>

                  (h)      that Holders whose Notes are being repurchased only
         in part will be issued new Notes equal in principal amount to the
         portion of the Notes tendered (or transferred by book-entry transfer)
         that is not to be repurchased, which portion must be equal to $1,000 in
         principal amount or an integral multiple thereof.

                  On or before the Purchase Date, the Company shall to the
extent lawful, (i) accept for payment, on a pro rata basis in accordance with
this Indenture to the extent necessary, the Net Proceeds Offer Amount or Loss
Proceeds Offer Amount of Notes or portions thereof properly tendered pursuant to
the Net Proceeds Offer or Loss Proceeds Offer, or if less than that amount has
been tendered, all Notes properly tendered, (ii) deposit with the Paying Agent
an amount equal to the Purchase Price, plus accrued and unpaid interest and
Additional Interest, if any, thereon to the Purchase Date in respect of all
Notes or portions thereof so tendered and accepted for repurchase and (iii)
deliver or cause to be delivered to the Trustee the Notes so accepted together
with an Officers' Certificate stating the aggregate principal amount of Notes or
portions thereof being repurchased by the Company. The Paying Agent shall
promptly (but in any case not later than five days after the Purchase Date) mail
to each Holder of Notes so repurchased the amount due in connection with such
Notes, and the Company shall promptly issue a new Note, and the Trustee, upon
written request from the Company in the form of an Officers' Certificate shall
authenticate and mail or deliver such new Note to such Holder, in a principal
amount equal to any unpurchased portion to the Holder thereof; provided that
each such new Note shall be in a principal amount of $1,000 or an integral
multiple thereof. The Company shall publicly announce the results of the Net
Proceeds Offer or the Loss Proceeds Offer, as applicable, on or as soon as
practicable after the Purchase Date.

                  If the Purchase Date is on or after an interest record date
and on or before the related interest payment date, any accrued and unpaid
interest and Additional Interest, if any, in each case to the Purchase Date,
shall be paid to the Person in whose name a Note is registered at the close of
business on such record date, and no additional interest shall be payable to
Holders pursuant to the Net Proceeds Offer or the Loss Proceeds Offer, as
applicable.

                                  ARTICLE IV.

                                   COVENANTS

Section 4.1.      Payment of Principal and Interest.

                  The Company shall pay or cause to be paid the principal,
Redemption Price and Purchase Price of, and interest on the Notes on the dates,
in the amounts and in the manner provided herein and in the Notes. Principal,
Redemption Price, Purchase Price and interest shall be considered paid on the
date due if the Paying Agent, if other than the Company, holds on the due date
money deposited by the Company in immediately available funds and designated for
and sufficient to pay the aggregate amount then due. The Company shall pay all
Additional Interest, if any, on the dates, in the amounts and in the manner set
forth in the Registration Rights Agreement.

                  The Company shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal,
Redemption Price and Purchase Price at the rate equal to 1% per annum in excess
of the then applicable interest rate on the Notes to the extent lawful; it shall
pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Additional Interest
(without regard to any applicable grace period) at the same rate to the extent
lawful.

                                      -46-
<PAGE>

Section 4.2.      Maintenance of Office or Agency.

                  The Company shall maintain in the Borough of Manhattan, The
City of New York, an office or agency (which may be an office of the Trustee or
an affiliate of the Trustee, Registrar or co-registrar) where Notes may be
surrendered for registration of transfer or for exchange and where notices and
demands to or upon the Company in respect of the Notes and this Indenture may be
served. The Company shall give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Office of
the Trustee.

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

                  The Company hereby designates the Corporate Trust Office of
the Trustee as one such office or agency of the Company in accordance with
Section 2.3 hereof. The Trustee may resign such agency at any time by giving
written notice to the Company no later than 30 days prior to the effective date
of such resignation.

Section 4.3.      Reports.

                  The Company shall file with the Trustee and, if such filings
are not made available by the Commission free of charge over the internet, mail
to each Holder of Notes, within 15 days after filing with the Commission, copies
of the annual, quarterly and current reports (or copies of such portions of any
of the foregoing as the Commission may by rules and regulations prescribe) which
it is required to file with the Commission pursuant to Section 13 or 15(d) of
the Exchange Act. Notwithstanding that the Company is not required by law to
remain subject to the periodic reporting requirements of the Exchange Act, it
will nonetheless continue to file with the Commission (so long as the Commission
accepts such filings) and deliver to the Trustee, and, if such filings are not
made available by the Commission free of charge over the internet, to each
Holder of Notes such annual, quarterly and current reports which are specified
in Section 13 or 15(d) of the Exchange Act. In addition, the Company shall, at
its cost, deliver to each Holder of the Notes quarterly and annual reports
substantially equivalent to those which would be required under the Exchange
Act. The Company will, for so long as any Notes remain outstanding, furnish to
the Holders of the Notes and to securities analysts and prospective investors,
upon their request, the information required to be delivered pursuant to Rule
144A(d)(4) under the Securities Act. Delivery of such reports, information and
documents to the Trustee is for informational purposes only and the Trustee's
receipt of such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including
the Company's compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers' Certificates).

Section 4.4.      Compliance Certificate.

                  The Company shall deliver to the Trustee, within 120 days
after the end of each fiscal year (commencing with the fiscal year ending
December 31, 2004), an Officers' Certificate stating that a review of the
activities of the Company and its Subsidiaries during the preceding fiscal year
has been

                                      -47-
<PAGE>

made under the supervision of the signing Officers with a view to determining
whether the Company has performed its obligations under this Indenture in all
material respects, and further stating, as to the Officer signing such
certificate, that to the best of his or her knowledge the Company has complied
with and performed its obligations under the provisions contained in this
Indenture in all material respects and is not in Default in the performance or
observance of any of the terms, provisions and conditions of this Indenture
(and, if a Default or Event of Default shall have occurred, describing all such
Defaults or Events of Default) of which he or she may have knowledge, and that
to the best of his or her knowledge no event has occurred and remains in
existence by reason of which, payments on account of the principal of or
interest, if any, on the Notes is prohibited or if such event has occurred, a
description of the event.

                  So long as not contrary to the then current recommendations of
the American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.3 hereof shall be accompanied by a
written statement of the Company's independent public accountants (who shall be
a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that the Company has violated
any provisions of Section 4.1, 4.5, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.15, 4.16,
4.19 or 4.20 or Article V hereof or, if any such violation has occurred,
specifying the nature and period of existence thereof, it being understood that
such accountants shall not be liable directly or indirectly to any Person for
any failure to obtain knowledge of any such violation.

                  The Company shall, so long as any of the Notes are
outstanding, deliver to the Trustee, forthwith (and in any event within five
Business Days) upon the Company becoming aware of any Default or Event of
Default an Officers' Certificate specifying such Default or Event of Default.

Section 4.5.      Taxes.

                  The Company shall pay or discharge, and shall cause each of
its Subsidiaries to pay or discharge, prior to delinquency, all taxes,
assessments, and governmental levies except such as are contested in good faith
and by appropriate proceedings or where the failure to effect such payment is
not adverse in any material respect to the Holders of the Notes.

Section 4.6.      Stay, Extension and Usury Laws.

                  The Company covenants (to the extent that it may lawfully do
so) that it shall not at any time insist upon, plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay, extension or
usury law wherever enacted, now or at any time hereafter in force, that 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 covenants it shall not, by resort to any such
law, 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
such law has not been enacted.

Section 4.7.      Limitation on Restricted Payments.

                  The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly:

                  (1)      declare or pay any dividend or make any distribution
         (other than dividends or distributions payable in Qualified Capital
         Stock of the Company) on or in respect of shares of the Company's
         Capital Stock to holders of such Capital Stock;

                                      -48-
<PAGE>

                  (2)      purchase, redeem or otherwise acquire or retire for
         value any Capital Stock of the Company;

                  (3)      make any principal payment on, purchase, defease,
         redeem, prepay, decrease or otherwise acquire or retire for value,
         prior to any scheduled final maturity, scheduled repayment or scheduled
         sinking fund payment, any Subordinated Indebtedness of the Company or
         the Guarantors; or

                  (4)      make any Investment (other than Permitted
         Investments)

(each of the foregoing actions set forth in clauses (1), (2), (3) and (4) being
referred to as a "Restricted Payment") if at the time of such Restricted Payment
or immediately after giving effect thereto,

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

                  (ii)     the Company is not able to incur at least $1.00 of
         additional Indebtedness (other than Permitted Indebtedness) in
         compliance with Section 4.9 hereof; or

                  (iii)    the aggregate amount of Restricted Payments
         (including such proposed Restricted Payment) made subsequent to the
         Issue Date (the amount expended for such purposes, if other than in
         cash, being the fair market value of such property as determined in
         good faith by the Board of Directors of the Company) shall exceed the
         sum of:

                           (w)      (1) 100% of the cumulative Consolidated
                  EBITDA (or if cumulative Consolidated EBITDA shall be a loss,
                  minus 100% of such loss) of the Company earned subsequent to
                  the Issue Date and on or prior to the date the Restricted
                  Payment occurs (the "Reference Date") (treating such period as
                  a single accounting period) less (2) 140% of the Consolidated
                  Interest Expense of the Company for such period; plus

                           (x)      100% of the aggregate net cash proceeds
                  received by the Company from any Person (other than a
                  Subsidiary of the Company) from the issuance and sale
                  subsequent to the Issue Date and on or prior to the Reference
                  Date of Qualified Capital Stock of the Company or warrants,
                  options or other rights to acquire Qualified Capital Stock of
                  the Company (but excluding any debt security that is
                  convertible into, or exchangeable for, Qualified Capital
                  Stock); plus

                           (y)      without duplication of any amounts included
                  in clause (iii)(x) above, 100% of the aggregate net cash
                  proceeds of any common equity contribution received by the
                  Company subsequent to the Issue Date and on or prior to the
                  Reference Date (excluding, in the case of clauses (iii)(x) and
                  (y), any net cash proceeds from an Equity Offering to the
                  extent used to redeem the Notes in compliance with the
                  provisions set forth under Section 3.8); plus

                           (z)      without duplication of any amounts included
                  in clause (w), (x) or (y), the sum of:

                                    (1)      the aggregate amount returned in
                           cash on or with respect to Investments (other than
                           Permitted Investments) made subsequent to the Issue
                           Date whether through interest payments, principal
                           payments, dividends or other distributions or
                           payments;

                                      -49-
<PAGE>

                                    (2)      the net cash proceeds received by
                           the Company or any of its Restricted Subsidiaries
                           from the disposition of all or any portion of such
                           Investments (other than to a Subsidiary of the
                           Company); and

                                    (3)      upon redesignation of an
                           Unrestricted Subsidiary as a Restricted Subsidiary,
                           the fair market value of such Subsidiary;

                  provided, however, that the sum of clauses (1), (2) and (3)
                  above shall not exceed the aggregate amount of all such
                  Investments made subsequent to the Issue Date.

                  Notwithstanding the foregoing, the provisions set forth in the
immediately preceding paragraph do not prohibit:

                  (1)      the payment of any dividend within 60 days after the
         date of declaration of such dividend if the dividend would have been
         permitted on the date of declaration;

                  (2)      if no Default or Event of Default shall have occurred
         and be continuing, the acquisition of any shares of Capital Stock of
         the Company, either (i) in exchange for shares of Qualified Capital
         Stock of the Company, (ii) through the application of net proceeds of a
         substantially concurrent sale for cash (other than to a Subsidiary of
         the Company) of shares of Qualified Capital Stock of the Company or
         (iii) a combination thereof;

                  (3)      if no Default or Event of Default shall have occurred
         and be continuing, the acquisition of any Subordinated Indebtedness
         either (i) in exchange for shares of Qualified Capital Stock of the
         Company, (ii) through the application of net cash proceeds of a
         substantially concurrent sale for cash (other than to a Subsidiary of
         the Company) of (a) shares of Qualified Capital Stock of the Company or
         (b) Refinancing Indebtedness or (iii) a combination thereof;

                  (4)      so long as no Default or Event of Default shall have
         occurred and be continuing, repurchases by the Company of Common Stock
         of the Company from officers, directors and employees of the Company or
         any of its Subsidiaries (other than officers, directors or employees
         that are Permitted Holders or any Affiliates thereof) in an amount not
         to exceed $1.0 million in any twelve month period;

                  (5)      so long as no Default or Event of Default has
         occurred and is continuing, the declaration and payment of dividends to
         holders of any class or series of Disqualified Capital Stock of the
         Company issued after the Issue Date in accordance with Section 4.9
         hereof and otherwise in accordance with the terms of this Indenture to
         the extent such dividends are included in the definition of
         "Consolidated Interest Expense" but excluding the declaration and
         payment of dividends with respect to the Company's 12 3/4% Cumulative
         Exchangeable Preferred Stock and any Refinancing thereof; provided,
         that the payment of such dividends permitted by this clause (5) will be
         excluded from subsequent calculations of the amount of Restricted
         Payments;

                  (6)      repurchases of Capital Stock deemed to occur upon the
         exercise of stock options if such Capital Stock represents a portion of
         the exercise price thereof; provided that such repurchases will be
         excluded from subsequent calculations of the amount of Restricted
         Payments;

                                      -50-
<PAGE>

                  (7)      any purchase or redemption of subordinated
         obligations from Net Cash Proceeds to the extent permitted by Sections
         3.9 and 4.10 hereof; provided, however, that such purchase or
         redemption will be excluded from the calculation of the amount of
         Restricted Payments or as otherwise contemplated by subclause (i) of
         clause (14) of the definition of "Permitted Indebtedness";

                  (8)      any purchase or redemption of subordinated
         obligations as a result of a Change of Control, provided that the offer
         to purchase pursuant to Sections 3.9 and 4.15 hereof shall have been
         consummated prior to any such purchase; provided, further, that such
         purchase shall be excluded from the calculation of the amount of
         Restricted Payments; or

                  (9)      any purchase or redemption of, and payment of the
         consent fee with respect to, the 8 7/8% Notes pursuant to the 8 7/8%
         Notes Tender Offer; provided that such purchase shall be excluded from
         the calculation of the amount of Restricted Payments.

                  In determining the aggregate amount of Restricted Payments
made subsequent to the Issue Date in accordance with clause (iii) of the
immediately preceding paragraph, amounts expended (without duplication) pursuant
to clauses (1), (2)(ii) and (3)(ii)(a) above shall be included in such
calculation.

Section 4.8.      Limitation on Dividend and Other Payment Restrictions
                  Affecting Restricted Subsidiaries.

                  The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or
permit to exist or become effective any encumbrance or restriction on the
ability of any Restricted Subsidiary of the Company to:

                  (1)      pay dividends or make any other distributions on or
         in respect of its Capital Stock;

                  (2)      make loans or advances to the Company or any other
         Restricted Subsidiary or to pay any Indebtedness or other Obligation
         owed to the Company or any other Restricted Subsidiary of the Company;
         or

                  (3)      transfer any of its property or assets to the Company
         or any other Restricted Subsidiary of the Company;

except in each case for such encumbrances or restrictions existing under or by
reason of:

                  (a)      applicable law, rule or regulation;

                  (b)      this Indenture;

                  (c)      customary non-assignment provisions of any contract
         or any lease governing a leasehold interest of any Restricted
         Subsidiary of the Company;

                  (d)      any instrument governing Acquired Indebtedness, which
         encumbrance or restriction is not applicable to any Person, or the
         properties or assets of any Person, other than the Person or the
         properties or assets of the Person so acquired;

                                      -51-
<PAGE>

                  (e)      agreements existing on the Issue Date to the extent
         and in the manner such agreements are in effect on this Issue Date;

                  (f)      the Security Documents;

                  (g)      restrictions on the transfer of assets subject to any
         Lien permitted under this Indenture imposed by the holder of such Lien;

                  (h)      restrictions imposed by any agreement to sell assets
         or Capital Stock permitted under this Indenture to any Person pending
         the closing of such sale;

                  (i)      customary provisions in joint venture agreements and
         other similar agreements (in each case relating solely to the
         respective joint venture or similar entity or the equity interests
         therein) entered into in the ordinary course of business and not
         otherwise in violation of any other provisions of this Indenture;

                  (j)      an agreement governing Indebtedness incurred to
         Refinance the Indebtedness issued, assumed or incurred pursuant to an
         agreement referred to in clauses (b), (d), (e) and (g) above; provided,
         however, that the provisions relating to such encumbrance or
         restriction contained in any such Indebtedness are no less favorable to
         the Company in any material respect as determined by the Board of
         Directors of the Company in their reasonable and good faith judgment
         than the provisions relating to such encumbrance or restriction
         contained in agreements referred to in such clauses (b), (d), (e) and
         (g);

                  (k)      in the case of clause (3) of this covenant, any
         encumbrance or restriction that restricts in a customary manner the
         subletting, assignment or transfer of any property or asset that is
         subject to a lease, license or similar contract, or the assignment or
         transfer of any such lease, license or other contract;

                  (l)      any agreement or instrument governing Indebtedness
         permitted to be incurred under this Indenture, provided that (x) the
         terms and conditions of any such restrictions and encumbrances, taken
         as a whole, are not more restrictive than those contained in this
         Indenture or (y) in the case of an agreement or instrument governing
         Indebtedness described in clause (4) of the definition of "Permitted
         Indebtedness," the terms and conditions do not materially restrict the
         benefits to the Company and its Restricted Subsidiaries that are
         Guarantors described under the definition of "Local Services Agreement"
         and not otherwise in violation of any other provisions of this
         Indenture; and

                  (m)      restrictions on cash or other deposits or net worth
         imposed by customers under contracts entered into in the ordinary
         course of business.

Section 4.9.      Limitation on Incurrence of Additional Indebtedness.

                  (a)      The Company will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, assume,
guarantee, acquire, become liable, contingently or otherwise, with respect to,
or otherwise become responsible for payment of (collectively, "incur") any
Indebtedness (other than Permitted Indebtedness); provided, however, that if no
Default or Event of Default shall have occurred and be continuing at the time of
or as a consequence of the incurrence of any such Indebtedness, the Company or
any of its Restricted Subsidiaries that is or, upon such incurrence, becomes a
Guarantor may incur Indebtedness (including, without limitation, Acquired
Indebtedness) or issue shares of Disqualified Capital Stock and any Restricted
Subsidiary of the Company

                                      -52-
<PAGE>

that is not or will not, upon such incurrence, become a Guarantor may incur
Acquired Indebtedness, in each case if on the date of the incurrence of such
Indebtedness, after giving effect to the incurrence thereof, the Consolidated
Leverage Ratio of the Company shall not be greater than 7.5 to 1.0; provided,
however, that any Indebtedness of a Person existing at the time such Person
becomes or ceases to be a Restricted Subsidiary (whether by merger,
consolidation, acquisition or otherwise) shall be deemed to be incurred at the
time it becomes or ceases to be a Restricted Subsidiary.

                  (b)      The Company will not, and will not permit any
Guarantor to, directly or indirectly, incur any Indebtedness which by its terms
(or by the terms of any agreement governing such Indebtedness) is expressly
subordinated in right of payment to any other Indebtedness of the Company or
such Guarantor, as the case may be, unless such Indebtedness is also by its
terms (or by the terms of any agreement governing such Indebtedness) made
expressly subordinate to the Notes or the applicable Guarantee, as the case may
be, to the same extent and in the same manner as such Indebtedness is
subordinated to other Indebtedness of the Company or such Guarantor, as the case
may be. For purposes of the foregoing, no Indebtedness will be deemed to be
subordinated in right of payment to any other Indebtedness of the Company or any
Guarantor solely by virtue of such Indebtedness being unsecured.

                  For purposes of determining compliance with this covenant, in
the event that an item of Indebtedness meets the criteria of more than one of
the categories of Permitted Indebtedness described in clauses (1) through (15)
of the definition of "Permitted Indebtedness" or is entitled to be incurred
pursuant to clause (a) above, the Company may, in its sole discretion, classify
(or later reclassify) such item of Indebtedness in any manner that complies with
this covenant. Accrual of interest, accretion or amortization of original issue
discount, the payment of interest on any Indebtedness in the form of additional
Indebtedness with the same terms, and the payment of dividends on Disqualified
Capital Stock in the form of additional shares of the same class of Disqualified
Capital Stock will not be deemed to be an incurrence of Indebtedness or an
issuance of Disqualified Capital Stock for purposes of this covenant (but such
amounts that constitute Indebtedness shall be included for purposes of
determining the ratio pursuant to clause (a) above). A guarantee otherwise
permitted by this Indenture to be incurred by the Company or any of its
Restricted Subsidiaries of Indebtedness incurred by the Company or a Restricted
Subsidiary in compliance with the terms of this Indenture shall not constitute a
separate incurrence of Indebtedness.

Section 4.10.     Limitation on Asset Sales.

                  (a)      The Company will not, and will not permit any of its
Restricted Subsidiaries to, consummate an Asset Sale unless:

                  (1)      the Company or the applicable Restricted Subsidiary,
         as the case may be, receives consideration at the time of such Asset
         Sale at least equal to the fair market value of the assets sold or
         otherwise disposed of (as determined in good faith by the Company's
         Board of Directors);

                  (2)      at least 90% of the consideration received by the
         Company or the Restricted Subsidiary, as the case may be, from such
         Asset Sale shall be in the form of cash, Cash Equivalents and/or
         Replacement Assets (as defined below) and is received at the time of
         such disposition; provided, however, that the amount of any notes or
         other obligations received by the Company or such Restricted Subsidiary
         from such transferee that are within 30 days converted by the Company
         or such Restricted Subsidiary into cash (to the extent of the cash
         received) shall be deemed, to the extent of cash so received, to be
         cash for purposes of this provision; provided further that any
         liabilities (as shown on the Company's or such Restricted

                                      -53-
<PAGE>

         Subsidiary's most recent balance sheet) of the Company or any
         Restricted Subsidiary (other than contingent liabilities and
         liabilities that are by their terms subordinated to the Notes or any
         Guarantee, and excluding Indebtedness other than Indebtedness under
         clause (3) of the definition of "Indebtedness" or Purchase Money
         Indebtedness) that are assumed by the transferee and are not otherwise
         thereafter required to be reflected on the Company's consolidated
         balance sheet shall be deemed to be cash for purposes of this
         provision;

                  (3)      upon the consummation of an Asset Sale, the Company
         shall apply, or cause such Restricted Subsidiary to apply, the Net Cash
         Proceeds in excess of $5.0 million for any one Asset Sale (or series of
         related Asset Sales) relating to such Asset Sale (i) as contemplated by
         subclause (i) of clause (14) of the definition of "Permitted
         Indebtedness" or (ii) within 270 days of receipt thereof to make an
         investment in properties and assets that replace the properties and
         assets that were the subject of such Asset Sale or in properties and
         assets (excluding Capital Stock other than Capital Stock of an entity
         that is (or will immediately become) a Guarantor) that will be used in
         the business of the Company and its Restricted Subsidiaries as existing
         on the Issue Date or in businesses reasonably related thereto
         ("Replacement Assets") or to finance, directly or indirectly, a
         Permitted Business Acquisition or enter into a definitive agreement to
         effectuate such acquisition, subject only to customary conditions,
         including FCC approval, within 90 days of receipt of the Net Cash
         Proceeds of such Asset Sale and consummate such acquisition within 360
         days of receipt thereof; provided that (A) the primary purpose of such
         acquisition of Replacement Assets or Permitted Business Acquisition is
         to acquire, and there is acquired, a television station with a Big-4
         (ABC, CBS, NBC or Fox) network affiliation agreement in place or the
         creation (through ownership by the Company and its Restricted
         Subsidiaries) of a "duopoly" in a market and (B) that the Company shall
         use all reasonable best efforts to promptly dispose of any other assets
         acquired in such acquisition or Permitted Business Acquisition;
         provided further that to the extent such Net Cash Proceeds were
         received from an Asset Sale of assets or property that constituted
         Collateral, such Replacement Assets so acquired shall be owned by the
         Company or a Guarantor, shall not be subject to any Liens other than
         Permitted Collateral Liens and the Company shall execute and deliver to
         the Trustee such Security Documents or other instruments as shall be
         reasonably necessary to cause such property or assets to become
         Collateral subject to the Lien of the applicable Security Documents
         (subject to the release provisions contained in Article X); and

                  (4)      if such Asset Sale consists, in whole or in part, of
         the sale of any Capital Stock of any Restricted Subsidiary, Capital
         Stock of such Restricted Subsidiary shall be sold or otherwise disposed
         of in the same transaction or series of related transactions such that
         such Person is no longer a Subsidiary.

                  (b)      Pending the final application of such Net Cash
Proceeds, the Company shall deposit such proceeds in a separate Collateral
Account. Any such Net Cash Proceeds so deposited shall be promptly disbursed by
the Trustee in accordance with the provisions of this Indenture upon notice from
the Company such that the Company may apply such Net Cash Proceeds in accordance
with the provisions of this Section 4.10. On the 271st day after an Asset Sale,
or the 30th day after the termination of the acquisition agreement referred to
in clause (3) of Section 4.10(a), as applicable, or such earlier date, if any,
as the Board of Directors of the Company or of such Restricted Subsidiary
determines not to apply the Net Cash Proceeds relating to such Asset Sale as set
forth in clause (3) of Section 4.10(a) (each, a "Net Proceeds Offer Trigger
Date"), such aggregate amount of Net Cash Proceeds which have not been applied
on or before such Net Proceeds Offer Trigger Date as permitted in clause (3) of
Section 4.10(a) (each, a "Net Proceeds Offer Amount") shall be applied by the
Company or such Restricted Subsidiary to make an offer to purchase (the "Net
Proceeds Offer") to all Holders and the holders of any Senior Secured
Indebtedness the terms of which require that an offer be made

                                      -54-
<PAGE>

to all holders of such Senior Secured Indebtedness and, to the extent that such
Net Proceeds Offer Amount relates to an Asset Sale of assets or property that
did not constitute Collateral at the time of such Asset Sale and the terms of
any pari passu Indebtedness require that an offer to purchase be made to all
holders of such pari passu Indebtedness, to all holders of such Senior Secured
Indebtedness and pari passu Indebtedness on a date (the "Net Proceeds Offer
Payment Date") not less than 30 nor more than 45 days following the applicable
Net Proceeds Offer Trigger Date, from all Holders (and holders of such Senior
Secured Indebtedness and pari passu Indebtedness) on a pro rata basis, that
amount of Notes (and Senior Secured Indebtedness and pari passu Indebtedness)
equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal
amount of the Notes (and Senior Secured Indebtedness and pari passu
Indebtedness) to be purchased, plus accrued and unpaid interest (and Additional
Interest, if any) thereon, if any, to the date of purchase; provided, however,
that if at any time any non-cash consideration received by the Company or any
Restricted Subsidiary of the Company, as the case may be, in connection with any
Asset Sale is converted into or sold or otherwise disposed of for cash (other
than interest received with respect to any such non-cash consideration), then
such conversion or disposition shall be deemed to constitute an Asset Sale
hereunder and the Net Cash Proceeds thereof shall be applied in accordance with
this covenant.

                  (c)      The Company may defer the Net Proceeds Offer until
there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess
of $10.0 million resulting from one or more Asset Sales (at which time, the
entire unutilized Net Proceeds Offer Amount, and not just the amount in excess
of $10.0 million, shall be applied as required pursuant to this paragraph).

                  (d)      In the event of the transfer of substantially all
(but not all) of the property and assets of the Company and its Restricted
Subsidiaries as an entirety to a Person in a transaction permitted under Article
V hereof which transaction does not constitute a Change of Control, the
successor corporation shall be deemed to have sold the properties and assets of
the Company and its Restricted Subsidiaries not so transferred for purposes of
this covenant, and shall comply with the provisions of this covenant with
respect to such deemed sale as if it were an Asset Sale. In addition, the fair
market value of such properties and assets of the Company or its Restricted
Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for
purposes of this covenant.

                  (e)      Each Net Proceeds Offer shall comply with the
procedures set forth in Section 3.10. If any Net Cash Proceeds remain after the
consummation of any Net Proceeds Offer, the Company may use those Net Cash
Proceeds for any purpose not otherwise prohibited by this Indenture. Upon
completion of each Net Proceeds Offer, the amount of Net Cash Proceeds will be
reset at zero.

                  (f)      The Company will not, and will not cause or permit
any of its Restricted Subsidiaries to, engage in any Asset Swaps, unless:

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

                  (2)      in the event such Asset Swap involves the transfer by
         the Company or any Restricted Subsidiary of assets having an aggregate
         fair market value in excess of $5 million, either (i) the terms of such
         Asset Swap shall be approved by the Board of Directors of the Company
         which shall have determined that the Company or the applicable
         Restricted Subsidiary is receiving consideration in the Asset Swap at
         least equal to the fair market value of the assets swapped or (ii) the
         Company shall, prior to the consummation thereof, obtain a favorable
         opinion as to the fairness of such Asset Swap to the Company or such
         Restricted Subsidi-

                                      -55-
<PAGE>

         ary, as the case may be, from a financial point of view, from an
         Independent Financial Advisor and file the same with the Trustee; and

                  (3)      to the extent such Asset Swap consists of assets or
         property that constituted Collateral, the assets received in such Asset
         Swap shall be owned by the Company or a Restricted Subsidiary that is a
         Guarantor, shall not (subject to the release provisions contained in
         Article X) be subject to any Liens other than Permitted Collateral
         Liens and the Company shall execute and deliver to the Trustee such
         Security Documents or other instruments as shall be reasonably
         necessary to cause such property or assets to become Collateral subject
         to the Lien of the applicable Security Documents.

                  (g)      The Company will comply with the requirements of Rule
14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent such laws and regulations are applicable in connection
with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent
that the provisions of any securities laws or regulations conflict with the
provisions of this Indenture, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations under this Section 4.10 by virtue thereof.

Section 4.11.     Limitations on Transactions with Affiliates.

                  The Company will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, enter into or permit to
exist any transaction or series of related transactions (including, without
limitation, the purchase, sale, lease or exchange of any property or the
rendering of any service) with, or for the benefit of, any of its Affiliates
(each, an "Affiliate Transaction"), other than (x) Affiliate Transactions
permitted under the second succeeding paragraph below and (y) Affiliate
Transactions on terms that are no less favorable than those that might
reasonably have been obtained in a comparable transaction at such time on an
arm's-length basis from a Person that is not an Affiliate of the Company or such
Restricted Subsidiary.

                  All Affiliate Transactions (and each series of related
Affiliate Transactions which are similar or part of a common plan) involving
aggregate payments or other property with a fair market value in excess of $1.0
million shall be approved by a majority of the Independent Directors of the
Company, such approval to be evidenced by a Board Resolution stating that such
Independent Directors have determined that such transaction complies with the
foregoing provisions. If the Company or any Restricted Subsidiary of the Company
enters into an Affiliate Transaction (or a series of related Affiliate
Transactions related to a common plan) that involves an aggregate fair market
value of more than $5.0 million, the Company shall, prior to the consummation
thereof, obtain a favorable opinion as to the fairness of such transaction or
series of related transactions to the Company or the relevant Restricted
Subsidiary, as the case may be, from a financial point of view, from an
Independent Financial Advisor and file the same with the Trustee.

                  The restrictions set forth in this covenant shall not apply
to:

                  (1)      issuance of securities or other payments, awards or
         grants in cash, securities or otherwise pursuant to employment
         agreements, stock options or stock ownership and other employee benefit
         plans approved in good faith by the Board of Directors of the Company
         and reasonable fees and compensation paid to and indemnity provided on
         behalf of officers, directors, employees or consultants of the Company
         or any Restricted Subsidiary of the Company as determined in good faith
         by the Company's Board of Directors;

                                      -56-
<PAGE>

                  (2)      transactions exclusively between or among the Company
         and any of its Restricted Subsidiaries that are Guarantors or LSAEs or
         exclusively between or among such Restricted Subsidiaries that are
         Guarantors or LSAEs, provided such transactions are not otherwise
         prohibited by this Indenture and with respect to a transaction with an
         LSAE that is not a Guarantor, if the transaction (or series of related
         transactions) is in excess of $1 million, such transaction has been
         determined by the Board of Directors of the Company to be fair to the
         Company;

                  (3)      any agreement as in effect as of the Issue Date or
         any amendment thereto or any transaction contemplated thereby
         (including pursuant to any amendment thereto) in any replacement
         agreement thereto so long as any such amendment or replacement
         agreement is not more disadvantageous to the Holders in any material
         respect than the original agreement as in effect on the Issue Date;

                  (4)      loans or advances to employees in the ordinary course
         of business of the Company or any of its Restricted Subsidiaries; and

                  (5)      Restricted Payments permitted by this Indenture.

Section 4.12.     Limitation on Liens.

                  The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, assume or
permit or suffer to exist any Liens of any kind against or upon any property or
assets of the Company or any of its Restricted Subsidiaries whether owned on the
Issue Date or acquired after the Issue Date, or any proceeds therefrom, or
assign or otherwise convey any right to receive income or profits therefrom
other than (i) with respect to Collateral, Permitted Collateral Liens and (ii)
with respect to non-Collateral, Permitted Liens.

Section 4.13.     Continued Existence.

                  Subject to Article V hereof, the Company shall do or cause to
be done all things necessary to preserve and keep in full force and effect (i)
its corporate or other existence and the corporate or other existence of each
Restricted Subsidiary in accordance with the organizational documents (as the
same may be amended from time to time) of the Company or such Restricted
Subsidiary and (ii) the material rights (charter and statutory), licenses and
franchises of the Company or such Restricted Subsidiary, except to the extent
that the applicable Board of Directors determines in good faith that the
preservation of such right, license or franchise or corporate existence of a
Restricted Subsidiary is no longer necessary or desirable in the conduct of the
business of the Company and the Restricted Subsidiaries taken as a whole.

Section 4.14.     Insurance Matters.

                  The Company shall provide or cause to be provided, for itself
and each of its Restricted Subsidiaries, insurance against loss or damage of the
kinds that, in the reasonable, good faith opinion of the Company, are adequate
and appropriate for the conduct of the business of the Company and its
Restricted Subsidiaries in a prudent manner, with reputable insurers or with the
government of the United States of America or an agency or instrumentality
thereof, in such amounts, with such deductibles, and by such methods as shall be
customary, in the reasonable, good faith opinion of the Company, for
corporations similarly situated in the industry, unless the failure to provide
such insurance (together with all other such failures) would not have a material
adverse effect on the financial condition or results of operations of the
Company and its Restricted Subsidiaries, taken as a whole.

                                      -57-
<PAGE>

Notwithstanding the foregoing, in any case such insurance shall comply with the
terms of the Security Documents.

Section 4.15.     Offer to Repurchase upon Change of Control.

                  Upon the occurrence of a Change of Control, each Holder of
Notes shall have the right to require the Company to repurchase all or any part
(equal to $1,000 or an integral multiple thereof) of such Holder's Notes (a
"Change of Control Offer") at a Purchase Price in cash equal to 101% of the
aggregate principal amount thereof, together with accrued and unpaid interest
and Additional Interest, if any, thereon to the Purchase Date. The Change of
Control Offer shall be made in compliance with the applicable procedures set
forth in Section 3.9 and shall include all instructions and materials necessary
to enable Holders to tender their Notes.

                  The Company will not be required to make a Change of Control
Offer upon a Change of Control if a third party makes the Change of Control
Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Indenture applicable to a Change of Control Offer
made by the Company and purchases all Notes validly tendered and not withdrawn
under such Change of Control Offer.

                  The Company will comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder
to the extent such laws and regulations are applicable in connection with the
repurchase of Notes pursuant to a Change of Control Offer. To the extent that
the provisions of any securities laws or regulations conflict with the
provisions of this Indenture, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations under this Section 4.15 by virtue thereof.

Section 4.16.     Additional Subsidiary Guarantees.

                  If the Company or any of its Restricted Subsidiaries, directly
or indirectly, transfers or causes to be transferred, in one transaction or a
series of related transactions, any property to any Restricted Subsidiary that
is not a Guarantor, or if the Company or any of its Restricted Subsidiaries
shall, directly or indirectly, organize, acquire or otherwise invest in or own
another Restricted Subsidiary which is not then a Guarantor having total assets
(either individually or together with all other Restricted Subsidiaries, other
than those excluded by the proviso next below, that are not then Guarantors)
with a book value or fair value in excess of $500,000, then such transferee or
acquired or other Restricted Subsidiary shall:

                  (1)      execute and deliver to the Trustee a supplemental
         indenture in form reasonably satisfactory to the Trustee pursuant to
         which such Restricted Subsidiary shall unconditionally guarantee all of
         the Company's Obligations under the Notes and this Indenture on the
         terms set forth in this Indenture; and

                  (2)      deliver to the Trustee an Opinion of Counsel that
         such supplemental indenture has been duly authorized, executed and
         delivered by such Restricted Subsidiary and constitutes a legal, valid,
         binding and enforceable obligation of such Restricted Subsidiary.
         Thereafter, such Restricted Subsidiary shall be a Guarantor for all
         purposes of this Indenture;

provided, however, that no such Guarantee shall be required from (A) an LSAE if
(but only so long as) (i) such LSAE has outstanding indebtedness incurred
pursuant to clause (4) of the definition of "Permitted Indebtedness" and (ii)
the terms of such Indebtedness preclude such LSAE from providing such a
Guarantee for any Indebtedness or (B) a Foreign Subsidiary.

                                      -58-
<PAGE>

Section 4.17.     Conduct of Business.

                  The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, engage in any business other than a Permitted
Business; provided, however, that the Company may continue the business of any
Restricted Subsidiary.

Section 4.18.     Payments for Consent.

                  The Company will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration to or for the benefit of any Holder of Notes for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of this Indenture or the Notes unless such consideration is offered to be paid
or is paid to all Holders of the Notes that consent, waive or agree to amend in
the time frame set forth in the solicitation documents relating to such consent,
waiver or agreement.

Section 4.19.     Events of Loss.

                  In the event of an Event of Loss with respect to any
Collateral, the Company or the affected Guarantor, as the case may be, will
apply the Net Loss Proceeds from such Event of Loss, within 90 days after
receipt, at its option:

                  (1)      to the rebuilding, repair, replacement or
         construction of improvements to the affected property (the "Subject
         Property"); or

                  (2)      to make capital expenditures with respect to
         Collateral or to acquire properties or assets that will constitute
         Collateral and be used or useful in the Permitted Business of the
         Company or any of its Restricted Subsidiaries;

provided that if during such 90-day period the Company or a Restricted
Subsidiary enters into a definitive agreement committing it to apply such Net
Loss Proceeds in accordance with the requirements of clause (1) or (2) or if the
application of such Net Loss Proceeds is part of a project authorized by the
Board of Directors of the Company in good faith that will take longer than 90
days (but in no event longer than 270 days in the aggregate) to complete, and
such project has begun, such 90-day period will be extended with respect to the
amount of Net Loss Proceeds so committed until required to be paid in accordance
with such agreement (or, if earlier, until termination of such agreement) or
until completion of such project, as the case may be. Pending the final
application of any Net Loss Proceeds, the Company or any Restricted Subsidiary
shall deposit such Net Loss Proceeds in the Collateral Account.

                  Any Net Loss Proceeds from an Event of Loss that are not
applied or invested as provided in the first sentence of the preceding paragraph
will be deemed to constitute "Excess Loss Proceeds." When the aggregate amount
of Excess Loss Proceeds exceeds $5.0 million (such date, the "Loss Proceeds
Offer Trigger Date"), the Company will make an offer to all Holders and the
holders of any Senior Secured Indebtedness the terms of which require that an
offer be made to all holders of such Senior Secured Indebtedness (a "Loss
Proceeds Offer") to purchase the maximum principal amount of Notes (and Senior
Secured Indebtedness) that may be purchased out of such Excess Loss Proceeds
(the "Loss Proceeds Offer Amount"), at an offer price in cash in an amount equal
to 100% of their principal amount plus accrued and unpaid interest and
Additional Interest, if any, to the date of purchase (subject to the right of
Holders of record on a record date to receive interest and Additional Interest,
if any, on the relevant interest payment date in accordance with the procedures
set forth in this Indenture).

                                      -59-
<PAGE>

                  If the aggregate principal amount of Notes surrendered by
Holders exceeds the Excess Loss Proceeds to be used to purchase Notes, the
Trustee shall select the Notes to be purchased on a pro rata basis.
Notwithstanding anything to the contrary in the foregoing, the Company may
commence a Loss Proceeds Offer prior to the expiration of 270 days after the
occurrence of an Event of Loss. If any Excess Loss Proceeds remain after the
consummation of any Loss Proceeds Offer, the Company may use those Excess Loss
Proceeds for any purpose not otherwise prohibited by this Indenture.

                  The Company will comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder
to the extent such laws or regulations are applicable in connection with the
repurchase of the Notes pursuant to a Loss Proceeds Offer. To the extent that
the provisions of any applicable securities laws or regulations conflict with
the provisions of this Indenture, the Company will comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations under this Section 4.19 by virtue thereof.

Section 4.20.     Limitation on Preferred Stock, etc. of Restricted
                  Subsidiaries.

                  The Company will not permit any of its Restricted Subsidiaries
(other than an LSAE) to issue any Preferred Stock (other than to the Company or
to a Wholly Owned Restricted Subsidiary of the Company) or permit any Person
(other than the Company or a Wholly Owned Restricted Subsidiary of the Company)
to own any Preferred Stock of any Restricted Subsidiary (other than an LSAE) of
the Company.

Section 4.21.     Post-Closing Action Related to Real Property.

                  Notwithstanding anything to the contrary contained in this
Indenture or the Security Documents, the Company, each Restricted Subsidiary and
each Guarantor acknowledge and agree that the Company or the relevant Restricted
Subsidiary or Guarantor, as the case may be, shall, to the extent that consents
are required from third parties in order to grant or perfect a Lien on any
leasehold Real Property identified in Schedule 2 hereto, the Company or the
Restricted Subsidiary or the Guarantor, as the case may be, have ninety (90)
days after the Issue Date in which such Person shall use commercially reasonable
efforts to obtain any such consent and, if so obtained, the Company, the
Restricted Subsidiary or the Guarantor, as the case may be, shall provide to the
Trustee the following, in form and substance satisfactory to the Trustee:

                  (a)      a Mortgage encumbering the leasehold interest in each
         such Mortgaged Property, duly executed and acknowledged by the Company,
         the Restricted Subsidiary or the Guarantor, as the case may be, in form
         for recording in the appropriate recording office of the political
         subdivision where such leasehold Mortgaged Property is situated,
         together with such certificates, affidavits, questionnaires or returns
         as shall be required under applicable law in connection with the
         recording or filing thereof and any other instruments (including, inter
         alia, UCC-1 financing statements) required under applicable law to
         grant the liens and security interests purported to be granted by each
         such Mortgage, which Mortgages, financing statements and other
         instruments shall be effective to create a Lien on such leasehold
         Mortgaged Property in favor of the Trustee, subject to no Liens other
         than Prior Liens (as defined in the applicable Mortgage);

                  (b)      such consents, approvals, amendments, supplements,
         estoppels or other instruments as shall be reasonably necessary in
         order for the owner or holder of the leasehold interest to grant the
         Lien contemplated by the Mortgage with respect to each leasehold
         Mortgaged Property;

                                      -60-
<PAGE>

                  (c)      with respect to each Mortgage, a policy of title
         insurance insuring the lien of such Mortgage as a valid mortgage lien
         on the leasehold interest described therein, which policy shall (i) be
         issued by a title insurer reasonably acceptable to the Trustee, (ii)
         have been supplemented by such endorsements as shall be reasonably
         requested by the Trustee, including, without limitation, endorsements
         or other items relating to usury, first loss, last dollar, public road
         access (if available), contiguity (where appropriate), doing business,
         lender non-imputation, subdivision map and separate tax lot, and (iii)
         contain only such exceptions to title as are customarily acceptable or
         otherwise shall be reasonably agreed to by the Trustee with respect to
         each such leasehold Mortgaged Property;

                  (d)      policies or certificates of insurance as required by
         each Mortgage, which policies or certificates shall bear endorsements
         of the character required by such Mortgage;

                  (e)      UCC, judgment and tax lien searches confirming that
         the personal property comprising a part of each leasehold Mortgaged
         Property is subject to no Liens other than Prior Liens (as defined in
         each Mortgage) or Permitted Collateral Liens;

                  (f)      such affidavits, certificates and instruments of
         indemnification in favor of the title insurance company as shall be
         reasonably and customarily required to induce the title insurance
         company to issue the policy or policies contemplated in subparagraph
         (c) above;

                  (g)      checks payable to the appropriate public officials in
         payment of all recording costs and transfer taxes (or checks or wire
         transfers to the title insurance company in respect of such amounts)
         due in respect of the execution, delivery or recording of the
         Mortgages, together with a check or wire transfer for the title
         insurance company in payment of its premium, search and examination
         charges and any other amounts then due in connection with the issuance
         of its policies;

                  (h)      copies of all Leases (as defined in the Mortgages),
         if any; and

                  (i)      an Opinion of Counsel, in form and substance
         reasonably satisfactory to the Trustee, issued by legal counsel for the
         Company, the Restricted Subsidiary or the Guarantor, as applicable,
         licensed to practice in the state in which each leasehold Mortgaged
         Property is located, with respect to each Mortgage and related legal
         matters as the Trustee shall require.

Section 4.22.     Special Notes Repurchase Offer.

                  On the date that is ten Business Days following the 8 7/8%
Notes Tender Offer Expiration Date, if an amount greater than $2.0 million
remains in the Repurchase Sub-Account, such remaining amount (the "Available
Repurchase Amount") shall be applied by the Company to make an offer to purchase
(the "Special Notes Offer") to all Holders, on a date (the "Special Notes Offer
Date") not earlier than 30 nor later than 45 days following the 8 7/8% Notes
Tender Offer Expiration Date from all Holders on a pro rata basis, that amount
of Notes equal in principal amount to the Available Repurchase Amount at a price
equal to 98.782% of the principal amount of the Notes to be purchased, plus
accrued and unpaid interest thereon, if any, to the date of purchase. Such
Special Notes Offer shall be conducted in accordance with the provisions of
Section 3.10 as if such offer were a Net Proceeds Offer, mutatis mutandis.

                                      -61-
<PAGE>

Section 4.23.     Limitation on Asset Acquisitions for Cash.

                  The Company will not, and will not permit any of its
Restricted Subsidiaries to, consummate an Asset Acquisition if any part of the
consideration therefor is cash or Cash Equivalents unless:

                  (i)      the Consolidated EBITDA of the Person or assets so
         acquired in the Asset Acquisition was greater than zero for its most
         recently completed Four Quarter Period (it being understood that in
         making such determination the Company can rely, in good faith, on the
         representations and warranties of the seller of such Person or assets
         and its principal officers); and

                  (ii)     the total consideration paid by or on behalf of the
         Company in such Asset Acquisition does not exceed 14.0x the increase in
         the Broadcast Cash Flow of the Company resulting from such Asset
         Acquisition,

such Consolidated EBITDA or increase in the Broadcast Cash Flow of the Company
to be determined by the Company in good faith on a pro forma basis consistent
with the pro forma adjustments described under the definition of "Consolidated
Leverage Ratio," but also after giving effect to incremental revenue or expense
and cost reductions determined in good faith by the Company to be reasonably
achievable during the four fiscal quarter period succeeding such Asset
Acquisition (regardless of whether such incremental revenue or cost savings
could be reflected in pro forma financial statements under GAAP or Regulation
S-X under the Securities Act) and evidenced in each case by an Officers'
Certificate of the Company setting forth such calculation.

                                   ARTICLE V.

                                   SUCCESSORS

Section 5.1.      Merger, Consolidation and Sale of Assets.

                  The Company will not, in a single transaction or series of
related transactions, consolidate or merge with or into any Person, or sell,
assign, transfer, lease, convey or otherwise dispose of (or cause or permit any
Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or
otherwise dispose of) all or substantially all of the Company's assets whether
as an entirety or substantially as an entirety to any Person unless:

                  (1)      either:

                           (a)      the Company shall be the surviving or
                  continuing corporation; or

                           (b)      the Person (if other than the Company)
                  formed by such consolidation or into which the Company is
                  merged or the Person which acquires by sale, assignment,
                  transfer, lease, conveyance or other disposition the
                  properties and assets of the Company and of the Company's
                  Restricted Subsidiaries substantially as an entirety (the
                  "Surviving Entity"):

                                    (x)      shall be a corporation, limited
                           liability company or limited partnership organized
                           and validly existing under the laws of the United
                           States or any State thereof or the District of
                           Columbia; and

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<PAGE>

                                    (y)      shall expressly assume, by
                           supplemental indenture (in form and substance
                           satisfactory to the Trustee), executed and delivered
                           to the Trustee, the due and punctual payment of the
                           principal of, and premium, if any, and interest on
                           all of the Notes and the performance of every
                           covenant of the Notes, this Indenture and the
                           Registration Rights Agreement on the part of the
                           Company to be performed or observed and shall cause
                           such amendments, supplements or other instruments to
                           be filed and recorded in such jurisdictions as may be
                           required by applicable law to preserve and protect
                           the Lien on the Collateral owned by or transferred to
                           the Surviving Entity, including, but not limited to,
                           such financing statements as may be required to
                           perfect any security interests in such Collateral
                           which may be perfected by the filing of a financing
                           statement under the Uniform Commercial Code of the
                           relevant states;

                  (2)      immediately after giving effect to such transaction
         and the assumption contemplated by clause (1)(b)(y) above (including
         giving effect to any Indebtedness and Acquired Indebtedness incurred or
         anticipated to be incurred in connection with or in respect of such
         transaction), the Company or such Surviving Entity, as the case may be,
         (a) shall have a Consolidated Net Worth equal to or greater than the
         Consolidated Net Worth of the Company immediately prior to such
         transaction and (b) shall be able to incur at least $1.00 of additional
         Indebtedness (other than Permitted Indebtedness) pursuant to Section
         4.9 hereof;

                  (3)      immediately before and immediately after giving
         effect to such transaction and the assumption contemplated by clause
         (1)(b)(y) above (including, without limitation, giving effect to any
         Indebtedness and Acquired Indebtedness incurred or anticipated to be
         incurred and any Lien granted in connection with or in respect of the
         transaction), no Default or Event of Default shall have occurred or be
         continuing; and

                  (4)      the Company or the Surviving Entity shall have
         delivered to the Trustee an Officers' Certificate and an Opinion of
         Counsel, each stating that such consolidation, merger, sale,
         assignment, transfer, lease, conveyance or other disposition and, if a
         supplemental indenture is required in connection with such transaction,
         such supplemental indenture comply with the applicable provisions of
         this Indenture and that all conditions precedent in this Indenture
         relating to such transaction have been satisfied.

                  For purposes of the foregoing, (i) the transfer (by lease,
assignment, sale or otherwise, in a single transaction or series of
transactions) of all or substantially all of the properties or assets of one or
more Restricted Subsidiaries of the Company, the Capital Stock of which
constitutes all or substantially all of the properties and assets of the
Company, shall be deemed to be the transfer of all or substantially all of the
properties and assets of the Company; and (ii) any Collateral transferred to the
Surviving Entity shall (a) continue to constitute Collateral under this
Indenture and the Security Documents, (b) be subject to the Lien in favor of the
Trustee for the benefit of the Holders (or in favor of the Collateral Agent for
the benefit of the Trustee and the Holders), and (c) not be subject to any Lien
other than Permitted Collateral Liens.

                  Notwithstanding the foregoing clauses (1), (2) and (3), the
Company may merge with an Affiliate that is a Person that has no material assets
or liabilities and which was organized solely for the purpose of reorganizing
the Company in another jurisdiction.

                  Each Guarantor (other than any Guarantor whose Guarantee is to
be released in accordance with the terms of the Guarantee and this Indenture in
connection with any transaction complying with the provisions of Section 4.10
hereof) will not, and the Company will not cause or permit any

                                      -63-
<PAGE>

Guarantor to, consolidate with or merge with or into any Person other than the
Company or any other Guarantor unless:

                  (1)      the entity formed by or surviving any such
         consolidation or merger (if other than the Guarantor) or to which such
         sale, lease, conveyance or other disposition shall have been made is a
         Person organized and existing under the laws of the United States or
         any State thereof or the District of Columbia;

                  (2)      such entity (if other than the Guarantors) assumes by
         supplemental indenture all of the Obligations of the Guarantor on the
         Guarantee, and such entity shall cause such amendments, supplements or
         other instruments to be filed and recorded in such jurisdictions as may
         be required by applicable law to preserve and protect the Lien on the
         Collateral owned by or transferred to such entity, if any, including,
         but not limited to, such financing statements as may be required to
         perfect any security interests in such Collateral which may be
         perfected by the filing of a financing statement under the Uniform
         Commercial Code of the relevant states; and

                  (3)      immediately after giving effect to such transaction,
         no Default or Event of Default shall have occurred and be continuing.

                  Any merger or consolidation of a Guarantor with and into the
Company (with the Company being the surviving entity) or another Guarantor that
is a Wholly Owned Restricted Subsidiary of the Company need only comply with
clause (4) of the first paragraph of this covenant, provided that the Collateral
owned by such Guarantor or surviving Person, as the case may be, if any, (a)
shall be subject to a Lien in favor of the Trustee for the benefit of the
Holders (or in favor of the Collateral Agent for the benefit of the Trustee and
the Holders) and (b) shall not be subject to any Liens other than Permitted
Collateral Liens.

Section 5.2.      Successor Corporation Substituted.

                  Upon any consolidation or merger, or any sale, lease,
conveyance or other disposition of all or substantially all of the assets of the
Company in accordance with Section 5.1 hereof, the Surviving Entity shall
succeed to and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such Surviving
Entity had been named as the Company herein; provided, however, that the
predecessor Company shall not be relieved from the obligation to pay the
principal, Purchase Price or Redemption Price of or interest or Additional
Interest, if any, on the Notes in the case of a lease of all or substantially
all of the Company's assets that meets the requirements of Section 5.1 hereof.

                                  ARTICLE VI.

                              DEFAULTS AND REMEDIES

Section 6.1.      Events of Default.

                  Each of the following constitutes an "Event of Default":

                  (1)      the failure to pay interest on any Notes when the
         same becomes due and payable and the default continues for a period of
         30 days;

                                      -64-

<PAGE>

                  (2)      the failure to pay the principal on any Notes, when
         such principal becomes due and payable, at maturity, upon redemption or
         otherwise (including the failure to make a payment to purchase Notes
         properly tendered pursuant to a Change of Control Offer or a Net
         Proceeds Offer);

                  (3)      a default in the observance or performance of any
         other covenant or agreement contained in this Indenture which default
         continues for a period of 30 days after the Company receives written
         notice specifying the default (and demanding that such default be
         remedied) from the Trustee or the Holders of at least 25% of the
         Outstanding principal amount of the Notes (except in the case of a
         default with respect to Section 5.1 hereof, which will constitute an
         Event of Default with such notice requirement but without such passage
         of time requirement);

                  (4)      the failure to pay at final maturity (giving effect
         to any applicable grace periods and any extensions thereof) the stated
         principal amount of any Indebtedness of the Company or any Restricted
         Subsidiary of the Company, or the acceleration of the final stated
         maturity of any such Indebtedness if the aggregate principal amount of
         such Indebtedness, together with the principal amount of any other such
         Indebtedness in default for failure to pay principal at final stated
         maturity or which has been accelerated, aggregates $2.0 million or more
         at any time;

                  (5)      one or more judgments in an aggregate amount in
         excess of $2.0 million shall have been rendered against the Company or
         any of its Restricted Subsidiaries and such judgments remain
         undischarged, unpaid or unstayed for a period of 60 days after such
         judgment or judgments become final and non-appealable;

                  (6)      the Company or any Significant Subsidiary of the
         Company:

                           (a)      commences a voluntary case under any
                  Bankruptcy Law,

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

                           (c)      consents to the appointment of a custodian
                  or receiver of it or for all or substantially all of its
                  property,

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

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

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

                           (a)      is for relief in an involuntary case against
                  the Company or any Significant Subsidiary of the Company;

                           (b)      appoints a custodian or receiver of the
                  Company or any Significant Subsidiary or for all or
                  substantially all of the property of any of the foregoing; or

                           (c)      orders the liquidation of the Company or any
                  of its Significant Subsidiaries;

                                      -65-

<PAGE>

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

                  (8)      any Guarantee of a Significant Subsidiary ceases to
         be in force and effect or any Guarantee of a Significant Subsidiary is
         declared to be null and void and unenforceable or any Guarantee of a
         Significant Subsidiary is found to be invalid or any Guarantor that is
         a Significant Subsidiary denies its liability under its Guarantee
         (other than by reason of release of a Guarantor in accordance with the
         terms of this Indenture); or

                  (9)      (A) the failure of the Company or any Guarantor to
         comply with any covenant or agreement contained in any of the Security
         Documents (after the lapse of any applicable grace periods) which
         adversely affects the value of the Collateral or the enforceability,
         validity, perfection or priority of any Lien on the Collateral in favor
         of the Trustee on any portion or portions of the Collateral with an
         aggregate fair market value in excess of $2.0 million, (B) the
         repudiation or disaffirmation by the Company or a Guarantor of its
         obligations under the Security Documents or the determination in a
         judicial proceeding that any of the Security Documents is unenforceable
         or invalid against the Company or any Guarantor for any reason or (C)
         except for expiration in accordance with its terms or amendment,
         modification, waiver, termination or release in accordance with the
         terms of this Indenture, any Security Document shall cease to be in
         force and effect or cease to be effective in all material respects to
         grant a perfected Lien with the priority purported to be created
         thereby on any portion or portions of the Collateral with an aggregate
         fair market value in excess of $2.0 million if, in either case, such
         default continues for 10 days after notice.

Section 6.2.      Acceleration.

                  If an Event of Default (other than an Event of Default
specified in clause (6) or (7) of Section 6.1 hereof with respect to the
Company) shall occur and be continuing, the Trustee or the Holders of at least
25% in principal amount of Outstanding Notes may declare the principal of and
accrued interest (and Additional Interest, if any) on all the Notes to be due
and payable by notice in writing to the Company and the Trustee specifying the
respective Event of Default and that it is a "notice of acceleration" (the
"Acceleration Notice"), and the same shall become immediately due and payable.

                  If an Event of Default specified in clause (6) or (7) of
Section 6.1 hereof with respect to the Company occurs and is continuing, then
all unpaid principal of, and premium, if any, and accrued and unpaid interest
(and Additional Interest, if any) on all of the outstanding Notes shall ipso
facto become and be immediately due and payable without any declaration or other
act on the part of the Trustee or any Holder.

                  At any time after a declaration of acceleration with respect
to the Notes as described in the preceding paragraph, the Holders of a majority
in principal amount of the Notes may rescind and cancel such declaration and its
consequences:

                  (1)      if all existing Events of Default have been cured or
         waived except nonpayment of principal or interest that has become due
         solely because of the acceleration;

                  (2)      to the extent the payment of such interest is lawful,
         interest on overdue installments of interest and overdue principal,
         which has become due otherwise than by such declaration of
         acceleration, has been paid;

                                      -66-

<PAGE>

                  (3)      if the Company has paid the Trustee its reasonable
         compensation and reimbursed the Trustee for its expenses, disbursements
         and advances; and

                  (4)      in the event of the cure or waiver of an Event of
         Default of the type described in clause (6) or (7) of Section 6.1
         hereof, the Trustee shall have received an Officers' Certificate and an
         Opinion of Counsel that such Event of Default has been cured or waived.
         No such rescission shall affect any subsequent Default or impair any
         right consequent thereto.

No such rescission shall affect any subsequent Default or impair any right
consequent thereto.

Section 6.3.      Other Remedies.

                  If an Event of Default occurs and is continuing, the Trustee
may pursue any available remedy to collect the payment of principal, premium, if
any, interest or Additional Interest, if any, on the Notes or to enforce the
performance of any provision of the Notes, this Indenture or the Security
Documents.

                  The Trustee may maintain a proceeding even if it does not
possess any of the Notes or does not produce any of them in the proceeding, and
any recovery or judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, be for the ratable benefit of the Holders of the Notes.
A delay or omission by the Trustee or any Holder in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

Section 6.4.      Waiver of Past Defaults.

                  Subject to Sections 6.7 and 9.2, the Holders of a majority in
principal amount of the Notes may waive any existing Default or Event of Default
under this Indenture, and its consequences, except a default in the payment of
the principal (including premium, if any) of or interest on any Notes. Upon any
such waiver, such Default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereon.

Section 6.5.      Control by Majority.

                  Holders of a majority in aggregate principal amount of the
then Outstanding Notes may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on it. However, the Trustee may refuse to follow any
direction that conflicts with applicable law or this Indenture that the Trustee
reasonably determines may be prejudicial to the rights of other Holders of Notes
or that may subject the Trustee to personal liability and shall be entitled to
the benefit of Sections 7.1(c)(iii) and (e) hereof.

Section 6.6.      Limitation on Suits.

                  A Holder of a Note may pursue a remedy with respect to this
Indenture or the Notes only if:

                  (a)      the Holder of a Note gives to the Trustee written
         notice of a continuing Event of Default;

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<PAGE>

                  (b)      the Holders of at least 25% in principal amount of
         the then Outstanding Notes make a written request to the Trustee to
         pursue the remedy;

                  (c)      such Holder or Holders of Notes offer and, if
         requested, provide to the Trustee indemnity satisfactory to the Trustee
         against any loss, liability or expense;

                  (d)      the Trustee does not comply with the request within
         60 days after receipt of the request and the offer and, if requested,
         the provision of indemnity; and

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

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

Section 6.7.      Rights of Holders of Notes to Receive Payment.

                  Notwithstanding any other provision of this Indenture, the
right of any Holder of a Note to receive payment of principal of, or premium, if
any, interest or Additional Interest, if any, on the Note, on or after the
respective due dates thereon (including in connection with an offer to
repurchase), 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
written consent of such Holder.

Section 6.8.      Collection Suit by Trustee.

                  If an Event of Default specified in clause (1) or (2) of
Section 6.1 occurs and is continuing, the Trustee is authorized to recover
judgment in its own name and as trustee of an express trust against the Company
for the whole amount of principal of, premium and Additional Interest, if any,
and interest remaining unpaid on the Notes and interest on overdue principal
and, to the extent lawful, interest and Additional Interest, if any, and such
further amounts as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expense, disbursements and
advances of the Trustee, its agents and counsel.

Section 6.9.      Trustee May File Proofs of Claim.

                  The Trustee is authorized to 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 (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents (including
accountants, experts or such other processionals as the Trustee deems necessary,
advisable or appropriate) and counsel and the Holders of the Notes allowed in
any judicial proceedings relative to the Company (or any other obligor upon the
Notes), its creditors or its property and shall be entitled and empowered to
collect, receive and distribute any money or other property payable or
deliverable on any such claims, and any custodian in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee, and in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.7 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.7 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Hold-

                                      -68-

<PAGE>

ers may be entitled to receive in such proceeding whether in liquidation or
under any plan of reorganization or arrangement or otherwise. Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

Section 6.10.     Priorities.

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

                  First: to the Trustee, its agents and attorneys for amounts
         due under Section 7.7 hereof, including payment of all compensation,
         expense and liabilities incurred, and all advances made, by the Trustee
         and the costs and expenses of collection;

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

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

The Trustee may fix a special record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10. Pending the final application of
any such money, the Company or any Restricted Subsidiary shall deposit such
money in the Collateral Account.

Section 6.11.     Undertaking for Costs.

                  In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as a Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees and expenses, against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made by
the party litigant. This Section does not apply to a suit by the Trustee, a suit
by a Holder pursuant to Section 6.7 hereof, or a suit by Holders of more than
10% in principal amount of the then Outstanding Notes.

                                  ARTICLE VII.

                          TRUSTEE AND COLLATERAL AGENT

Section 7.1.      Duties of Trustee.

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

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

                  (i)      the duties of the Trustee shall be determined solely
         by the express provisions of this Indenture, the Security Documents and
         the TIA and the Trustee need perform only those duties that are
         specifically set forth in this Indenture, the Security Documents or the
         TIA and no others, and no implied covenants or obligations shall be
         read into this Indenture, the Security Documents or the TIA against the
         Trustee; and

                  (ii)     in the absence of bad faith on its part, the Trustee
         may conclusively rely, without investigation, as to the truth or the
         statements and the correctness of the opinions expressed therein, upon
         and statements, certificates or opinions furnished to the Trustee and
         conforming to the requirements of this Indenture.

However, with respect to those certificates or opinions specifically required by
any provision of this Indenture to be provided to it, the Trustee shall examine
the certificates and opinions to determine whether or not they conform on their
face to the requirements of this Indenture.

                  (c)      The Trustee may not be relieved from liabilities for
its own negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

                  (i)      this paragraph does not limit the effect of paragraph
         (b) of this Section 7.1;

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

                  (iii)    the Trustee shall not be liable with respect to any
         action it takes or omits to take in good faith in accordance with a
         direction received by it pursuant to Section 6.5 hereof.

                  (d)      Whether or not therein expressly so provided, every
provision of this Indenture that in any way relates to the Trustee is subject to
this Section 7.1.

                  (e)      No provision of this Indenture or the Security
Documents shall require the Trustee to expend or risk its own funds or incur any
liability. The Trustee shall be under no obligation to exercise any of its
rights and powers under this Indenture or the Security Documents at the request
of any Holders, pursuant to the provisions of this Indenture or the Security
Documents, including, without limitation, Section 6.5 hereof, unless such Holder
shall have offered to the Trustee security and indemnity reasonably satisfactory
to it against any loss, liability or expense which might be incurred by it in
compliance with such request or direction.

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

Section 7.2.      Rights of Trustee.

                  (a)      The Trustee may conclusively rely and shall be
protected in acting or refraining from acting upon any document (whether in
original or facsimile form) 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.

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                  (b)      Before the Trustee acts or refrains from acting, it
may require an Officers' Certificate or an Opinion of Counsel or both. The
Trustee shall not be liable for any action it takes or omits to take in good
faith in reliance on such Officers' Certificate or Opinion of Counsel. The
Trustee may consult with counsel of its own selection and the written advice of
such counsel and Opinions of Counsel shall be full and complete authorization
and protection from liability in respect of any action taken, suffered or
omitted by it hereunder in good faith and in reliance thereon.

                  (c)      The Trustee may act through its attorneys,
accountants, experts and such other professionals as the Trustee deems
necessary, advisable or appropriate and shall not be responsible for the
misconduct or negligence of any attorney, accountant, expert or other such
professional appointed with due care.

                  (d)      The Trustee shall not be liable for any action it
takes or omits to take in good faith that it believes to be authorized or within
the rights or powers conferred upon it by this Indenture or the Security
Documents.

                  (e)      Unless otherwise specifically provided in this
Indenture, any demand, request, direction or notice from the Company shall be
sufficiently evidenced by a written order signed by two Officers of the Company.

                  (f)      The Trustee shall not be charged with knowledge of
any Default or Event of Default under Section 6.1 hereof (other than under
Section 6.1(1) (subject to the following sentence) or Section 6.1(2) hereof)
unless either (i) a Responsible Officer shall have actual knowledge thereof, or
(ii) the Trustee shall have received notice thereof in accordance with Section
15.2 hereof from the Company or any Holder of the Notes. The Trustee shall not
be charged with knowledge of the Company's obligation to pay Additional
Interest, or the cessation of such obligation, unless the Trustee receives
written notice thereof from the Company or any Holder.

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

                  (h)      In no event shall the Trustee be responsible or
liable for special, indirect, or consequential loss or damage of any kind
whatsoever (including, but not limited to, loss of profit) irrespective of
whether the Trustee has been advised of the likelihood of such loss or damage
and regardless of the form of action.

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

Section 7.3.      Individual Rights of Trustee.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Notes and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest within the meaning of the TIA it must eliminate such conflict within 90
days, apply (subject to the consent of the Company) to the Commission for
permission to continue as trustee or

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resign. Any Agent may do the same with like rights and duties. The Trustee is
also subject to Sections 7.10 and 7.11 hereof.

Section 7.4.      Trustee's Disclaimer.

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

Section 7.5.      Notice of Defaults.

                  If a Default or Event of Default occurs and is continuing, the
Trustee shall mail to Holders of Notes a notice of the Default or Event of
Default within 90 days after it occurs. Except in the case of a Default in
payment on any Note (including the failure to make a mandatory repurchase
pursuant hereto), the Trustee may withhold the notice if and so long as a
committee of its Responsible Officers in good faith determines that withholding
the notice is in the interests of the Holders of the Notes.

Section 7.6.      Reports by Trustee to Holders of the Notes.

                  Within 60 days after each May 15 beginning with May 15, 2004,
and for so long as Notes remain outstanding, the Trustee shall mail to the
Holders of the Notes a brief report dated as of such reporting date that
complies with TIA Section 313(a) (but if no event described in TIA Section
313(a) has occurred within the twelve months preceding the reporting date, no
report need be transmitted). The Trustee also shall comply with TIA Section
313(b). The Trustee shall also transmit by mail all reports as required by TIA
Section 313(c).

                  A copy of each report at the time of its mailing to the
Holders of Notes shall be mailed to the Company and filed with the Commission
and each stock exchange on which the Notes are listed in accordance with TIA
Section 313(d). The Company shall promptly notify the Trustee when the Notes are
listed on any stock exchange or delisted therefrom.

Section 7.7.      Compensation, Reimbursement and Indemnity.

                  The Company shall pay to the Trustee from time to time such
compensation for its acceptance of this Indenture and the rendering by it of the
services required hereunder as shall be agreed upon in writing by the Company
and the Trustee. 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 promptly upon request for all disbursements, advances and expenses
incurred or made by or on behalf of it in addition to the compensation for its
services. Such expenses shall include the reasonable compensation, disbursements
and expenses of the Trustee's attorneys, accountants, experts and such other
professionals as the Trustee deems necessary, advisable or appropriate.

                  The Company and the Guarantors, jointly and severally, shall
indemnify the Trustee and any predecessor Trustee against any and all losses,
liabilities, claims, damages or expenses, including taxes (other than taxes
based upon, measured by or determined by the income of the Trustee), incurred by
it arising out of or in connection with the acceptance or administration of its
duties under

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this Indenture (including its duties under Section 9.6 hereof) and the Security
Documents, including the costs and expenses of enforcing this Indenture or any
Guarantee against the Company or a Guarantor (including this Section 7.7) and
defending itself against or investigating any claim (whether asserted by the
Company, any Guarantor, any Holder or any other Person) or liability in
connection with the exercise or performance of any of its powers or duties
hereunder, except to the extent any such loss, liability or expense is caused by
its own negligence or willful misconduct. 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 any claim or threatened claim asserted
against the Trustee, and the Trustee shall cooperate in the defense. The Trustee
may have separate counsel and the Company shall pay the reasonable fees and
expenses of such counsel. The Company need not pay for any settlement made
without its consent, which consent shall not be unreasonably withheld.

                  The obligations of the Company under this Section 7.7 shall
survive the resignation or removal of the Trustee, the satisfaction and
discharge of this Indenture and the termination of this Indenture.

                  To secure the Company's payment obligations in this Section
7.7, the Trustee shall have a Lien prior to the Notes on all money or property
held or collected by the Trustee (which Lien shall be a Permitted Collateral
Lien), except that held in trust to pay principal, Redemption Price or Purchase
Price of or Additional Interest, if any, or interest on, particular Notes. Such
Lien shall survive the resignation or removal of the Trustee, the satisfaction
and discharge of this Indenture and the termination of this Indenture.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in clause (6) or (7) of Section 6.1 hereof occurs,
the expenses and the compensation for the services (including the reasonable
fees and expenses of its agents and counsel) are intended to constitute expenses
of administration under any Bankruptcy Law.

Section 7.8.      Replacement of Trustee.

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

                  The Trustee may resign in writing at any time and be
discharged from the trust hereby created by so notifying the Company. The
Holders of Notes of a majority in principal amount of the then Outstanding Notes
may remove the Trustee by so notifying the Trustee and the Company in writing.
The Company may remove the Trustee if:

                  (a)      the Trustee fails to comply with Section 7.10 hereof;

                  (b)      the Trustee is adjudged a bankrupt or an insolvent or
         an order for relief is entered with respect to the Trustee under any
         Bankruptcy Law;

                  (c)      a custodian, receiver or public officer takes charge
         of the Trustee or its property for the purpose of rehabilitation,
         conversation or liquidation; or

                  (d)      the Trustee becomes incapable of acting.

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                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee. Within one year after the date on which the successor Trustee
takes office, the Holders of a majority in principal amount of the then
Outstanding Notes may appoint a successor Trustee to replace the successor
Trustee appointed by the Company.

                  If a successor Trustee does not take office within 30 days
after the retiring trustee resigns or is removed, the retiring Trustee, the
Company, or the Holders of Notes of at least 10% in principal amount of the then
Outstanding Notes may petition any court of competent jurisdiction, in the case
of the Trustee, at the expense of the Company, for the appointment of a
successor Trustee.

                  If the Trustee, after written request by any Holder of a Note
who has been a bona fide holder of a Note or Notes for at least six months,
fails to comply with Section 7.10 hereof, such Holder of a Note may petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The Company shall mail a notice of its succession to
Holder of the Notes. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee; provided all sums owing to the
Trustee hereunder have been paid and subject to the Lien provided for in Section
7.7 hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.8, the Company's obligations under Section 7.7 hereof shall continue for the
benefit of the retiring Trustee.

Section 7.9.      Successor Trustee by Merger, Etc.

                  If the Trustee consolidates, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation that is eligible under Section 7.10 hereof, the successor
corporation without any further act shall be the successor Trustee.

Section 7.10.     Eligibility; Disqualification.

                  There shall at all times be a Trustee hereunder that is a
corporation organized and doing business under the laws of the United States of
America or of any state thereof (including the District of Columbia) that is
authorized under such laws to exercise corporate trust power, that is subject to
supervision or examination by federal or state authorities and that has a
combined capital and surplus of at least $100 million as set forth in its most
recent published annual report of condition.

                  This Indenture shall always have a Trustee who satisfies the
requirements of TIA Sections 310(a)(1), (2) and (5). The Trustee is subject to
TIA Section 310(b).

Section 7.11.     Preferential Collection of Claims Against Company.

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

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Section 7.12.     Replacement of Collateral Agent.

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

                  The Collateral Agent may resign in writing at any time and be
discharged from its duties hereby created by so notifying the Company. The
Holders of a majority in principal amount of the then Outstanding Notes may
remove the Collateral Agent by so notifying the Collateral Agent and the Company
in writing. The Company may remove the Collateral Agent if:

                  (a)      the Collateral Agent is adjudged a bankrupt or an
         insolvent or an order for relief is entered with respect to the
         Collateral Agent under any Bankruptcy Law;

                  (b)      a custodian, receiver or public officer takes charge
         of the Collateral Agent or its property for the purpose of
         rehabilitation, conversion or liquidation; or

                  (c)      the Collateral Agent becomes incapable of acting.

                  If the Collateral Agent resigns or is removed or if a vacancy
exists in the office of Collateral Agent for any reason, the Company shall
promptly appoint a successor Collateral Agent. Within one year after the date on
which the successor Collateral Agent takes office, the Holders of a majority in
principal amount of the then Outstanding Notes may appoint a successor
Collateral Agent to replace the successor Collateral Agent appointed by the
Company.

                  If a successor Collateral Agent does not take office within 30
days after the retiring Collateral Agent resigns or is removed, the retiring
Collateral Agent, the Company or the Holders of at least 10% in principal amount
of the then Outstanding Notes may petition any court of competent jurisdiction,
in the case of the Collateral Agent, at the expense of the Company, for the
appointment of a successor Collateral Agent.

                  A successor Collateral Agent shall deliver a written
acceptance of its appointment to the retiring Collateral Agent and to the
Company. Thereupon, the resignation or removal of the retiring Collateral Agent
shall become effective, and the successor Collateral Agent shall have all the
rights, powers and duties of the Collateral Agent under this Indenture. The
Company shall mail a notice of its succession to Holders of the Notes. The
retiring Collateral Agent shall promptly transfer all property held by it as
Collateral Agent to the successor Collateral Agent; provided all sums owing to
the Collateral Agent hereunder have been paid. Notwithstanding replacement of
the Collateral Agent pursuant to this Section 7.12, the Company's obligations
hereunder shall continue for the benefit of the retiring Collateral Agent.

                                 ARTICLE VIII.

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.1.      Option to Effect Legal Defeasance or Covenant Defeasance.

                  The Company may, at the option of its Board of Directors
evidenced by a resolution set forth in an Officers' Certificate, at any time,
elect to have either Section 8.2 or 8.3 hereof be applied to all outstanding
Notes upon compliance with the conditions set forth below in this Article VIII.

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Section 8.2.      Legal Defeasance and Discharge.

                  Upon the Company's exercise under Section 8.1 hereof of the
option applicable to this Section 8.2, the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to
have been discharged from its obligations with respect to all outstanding Notes
on the date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to be "outstanding" only for
the purposes of Section 8.5 hereof and the other Sections of this Indenture
referred to in clauses (a) through (d) below, and to have satisfied all their
other Obligations under such Notes, this Indenture and the Security Documents,
and the Guarantors shall be deemed to have satisfied their respective
Obligations under this Indenture, the Guarantees and the Security Documents (and
the Trustee, on demand of and at the expense of the Company, shall execute
proper instruments acknowledging the same), except for the following provisions
which shall survive until otherwise terminated or discharged hereunder:

                  (a)      the rights of Holders to receive payments in respect
         of the principal of, premium, if any, and interest (and Additional
         Interest, if any) on the Notes when such payments are due;

                  (b)      the Company's obligations with respect to the Notes
         concerning issuing temporary Notes, registration of Notes, mutilated,
         destroyed, lost or stolen Notes and the maintenance of an office or
         agency for payments;

                  (c)      the rights, powers, trust, duties and immunities of
         the Trustee and the Company's obligations in connection therewith; and

                  (d)      the Legal Defeasance provisions of this Article VIII.

                  Subject to compliance with this Article VIII, the Company may
exercise its option under this Section 8.2, notwithstanding the prior exercise
of its option under Section 8.3 hereof.

Section 8.3.      Covenant Defeasance.

                  Upon the Company's exercise under Section 8.1 hereof of the
option applicable to this Section 8.3, the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.4 hereof, be released from
its Obligations under the covenants contained in Sections 3.9, 3.10, 4.5, 4.7
through 4.12, 4.13 (except with respect to the corporate existence of the
Company) and 4.14 through 4.23 hereof, both inclusive, and Section 5.1(2) and
Article X and Article XII and the Security Documents and the Guarantors shall be
released from their respective Obligations with respect to the Security
Documents, with respect to the outstanding Notes on and after the date the
conditions set forth below are satisfied (hereinafter, "Covenant Defeasance"),
and the Notes shall thereafter be deemed not "outstanding" for the purposes of
any direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes and the Guarantees, the Company and the Guarantors may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such covenant or by reason of
any reference in any such covenant to any other provision herein or in any other
document, and such omission to comply shall not constitute a Default or an Event
of Default

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under Section 6.1 hereof, but, except as specified above the remainder of this
Indenture and such Notes shall be unaffected thereby. In addition, upon the
Company's exercise under Section 8.1 hereof of the option applicable to this
Section 8.3, subject to the satisfaction of the conditions set forth in Section
8.4 hereof, Sections 6.1(3) through 6.1(9) hereof shall not constitute Events of
Default.

Section 8.4.      Conditions to Legal or Covenant Defeasance.

                  The following are the conditions precedent to the application
of either Section 8.2 or 8.3 hereof to the outstanding Notes:

                  In order to exercise either Legal Defeasance or Covenant
Defeasance:

                  (1)      the Company must irrevocably deposit with the
         Trustee, in trust, for the benefit of the Holders cash in U.S. dollars,
         U.S. Government Securities, or a combination thereof, in such amounts
         as will be sufficient, in the opinion of a nationally recognized firm
         of independent public accountants selected by the Company, to pay the
         principal of, premium, if any, and interest (including Additional
         Interest, if any) on the Notes on the stated date for payment thereof
         or on the applicable redemption date, as the case may be;

                  (2)      in the case of Legal Defeasance, the Company shall
         have delivered to the Trustee an Opinion of Counsel in the United
         States reasonably acceptable to the Trustee confirming that:

                           (a)      the Company has received from, or there has
                  been published by, the Internal Revenue Service a ruling; or

                           (b)      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 Holders will not recognize income, gain
         or loss for federal income tax purposes as a result of such Legal
         Defeasance and will be subject to federal income tax on the same
         amounts, in the same manner and at the same times as would have been
         the case if such Legal Defeasance had not occurred;

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

                  (4)      no Default or Event of Default shall have occurred
         and be continuing on the date of such deposit (other than a Default or
         an Event of Default resulting from the borrowing of funds to be applied
         to such deposit and the grant of any Lien securing such borrowings);

                  (5)      such Legal Defeasance or Covenant Defeasance shall
         not result in a breach or violation of, or constitute a default under,
         this Indenture (other than a Default or an Event of Default resulting
         from the borrowing of funds to be applied to such deposit and the grant
         of any Lien securing such borrowings) or any other material agreement
         or instrument to which

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         the Company or any of its Subsidiaries is a party or by which the
         Company or any of its Subsidiaries is bound;

                  (6)      the Company shall have delivered to the Trustee an
         Officers' Certificate stating that the deposit was not made by the
         Company with the intent of preferring the Holders over any other
         creditors of the Company or with the intent of defeating, hindering,
         delaying or defrauding any other creditors of the Company or others;

                  (7)      the Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that all
         conditions precedent provided for or relating to the Legal Defeasance
         or the Covenant Defeasance have been complied with; and

                  (8)      the Company shall have delivered to the Trustee an
         Opinion of Counsel to the effect that, assuming no intervening
         bankruptcy of the Company between the date of deposit and the 91st day
         following the date of deposit and that no Holder is an insider of the
         Company, after the 91st day following the date of deposit, the trust
         funds will not be subject to the effect of any applicable bankruptcy,
         insolvency, reorganization or similar laws affecting creditors' rights
         generally.

                  Notwithstanding the foregoing, the Opinion of Counsel required
         by clause (2) above with respect to a Legal Defeasance need not be
         delivered if all Notes not theretofore delivered to the Trustee for
         cancellation (1) have become due and payable or (2) will become due and
         payable on the maturity date within one year under arrangements
         satisfactory to the Trustee for the giving of notice of redemption by
         the Trustee in the name, and at the expense, of the Company.

Section 8.5.      Deposited Money and U.S. Government Securities to Be Held in
                  Trust; Other Miscellaneous Provisions.

                  Subject to Section 8.6 hereof, all money and U.S. Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.5 only, the
"Trustee") pursuant to Section 8.4 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (other than the Company) as the Trustee may determine,
to the Holders of such Notes of all sums due and to become due thereon in
respect of principal or Redemption Price of, and Additional Interest, if any,
and interest on, the Notes, that such money need not be segregated from other
funds except to the extent required by law.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the cash or U.S.
Government Securities deposited pursuant to Section 8.4 hereof or the principal
and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

                  Anything in this Article VIII to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon the
request of the Company any money or U.S. Government Securities held by it as
provided in Section 8.4 hereof which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under
Section 8.4(a) hereof), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

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Section 8.6.      Repayment to the Company.

                  Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal, Redemption
Price or Purchase Price of, or Additional Interest, if any, or interest on any
Note and remaining unclaimed for two years after such amount has become due and
payable shall be paid to the Company on its request or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Note shall
thereafter look only to the Company for payment thereof as a general creditor,
and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, at the expense of the Company, may cause to
be published once, in The New York Times and The Wall Street Journal (national
editions), notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days after the date of such
notification or publication, any unclaimed balance of such money then remaining
will be repaid to the Company.

Section 8.7.      Reinstatement.

                  If the Trustee or Paying Agent is unable to apply any United
States dollars or U.S. Government Securities in accordance with Section 8.2 or
8.3 hereof, as the case may be, by reason of any order of judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Obligations of the Company and the Guarantors under this
Indenture, the Notes and the Guarantees and the Security Documents shall be
revived and reinstated as though no deposit had occurred pursuant to Section 8.2
or 8.3 hereof until such time as the Trustee or Paying Agent is permitted to
apply all such money in accordance with Section 8.2 or 8.3 hereof, as the case
may be; provided, however, that, if the Company makes any payment with respect
to any Note following the reinstatement of its Obligations, the Company shall be
subrogated to the rights of the Holders of such Notes to receive such payment
from the money held by the Trustee or Paying Agent.

                                  ARTICLE IX.

                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.1.      Without Consent of Holders of Notes.

                  Notwithstanding Section 9.2 of this Indenture, the Company,
the Guarantors and the Trustee may amend or supplement this Indenture, the
Notes, any Security Document or any Interest Swap Intercreditor Agreement or any
other agreement or instrument entered into by them in connection with this
Indenture, the Notes or the Security Documents without the consent of any Holder
of a Note:

                  (a)      to cure any ambiguity, defect or inconsistency;

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

                  (c)      to evidence the succession of another Person to the
         Company or a Guarantor and the assumption by any such successor of the
         covenants of the Company herein and in the

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         Notes and the Security Documents and of such Guarantor contained herein
         and in the Security Documents;

                  (d)      to comply with the requirements of the Commission in
         order to effect or maintain the qualification of this Indenture under
         the TIA;

                  (e)      to make any change that would provide any additional
         rights or benefits to the Holders of the Notes or that does not
         adversely affect the legal rights hereunder of any Holder of the Notes;

                  (f)      to enter into agreements to provide for the issuance
         of Additional Notes as contemplated by this Indenture;

                  (g)      to enter into any Interest Swap Intercreditor
         Agreement and to amend or supplement this Indenture or any Security
         Document in connection with any such Interest Swap Intercreditor
         Agreement as contemplated by this Indenture and such Security Document,
         including which limit or give effect to the pari passu Liens in favor
         of the holders of Interest Swap Obligations;

                  (h)      to effectuate any sale, release, transfer or
         disposition of Collateral as otherwise contemplated by this Indenture
         or any Security Documents;

                  (i)      to evidence and provide for the acceptance and
         appointment hereunder of a successor Trustee with respect to the Notes;

                  (j)      to mortgage, pledge, hypothecate or grant a Lien in
         favor of the Collateral Agent for the benefit of Trustee and the
         Holders of the Notes as additional security for the payment of
         principal of (and premium, if any) and interest (and Additional
         Interest, if any) on the Notes by the Company or on the Guarantees by
         the Guarantors under this Indenture in any property or assets,
         including any which are required to be mortgaged, pledged or
         hypothecated, or in which a Lien is required to be granted to the
         Collateral Agent, pursuant to this Indenture or the Security Documents;

                  (k)      to add Guarantees with respect to the Notes or to
         release Guarantors from Guaranties as provided by the terms of this
         Indenture; or

                  (l)      to add additional Events of Default.

                  Upon the request of the Company, accompanied by a Board
Resolution authorizing the execution of any such amended or supplemental
indenture, and upon receipt by the Trustee of the documents described in Section
7.2 hereof, the Trustee shall join with the Company in the execution of any
amended or supplemental Indenture authorized or permitted by the terms of this
Indenture and to make any further appropriate agreements and stipulations that
may be therein contained, but the Trustee shall not be obligated to enter into
such amended or supplemental indenture that affects its own rights, duties or
immunities under this Indenture or otherwise.

Section 9.2.      With Consent of Holders of Notes.

                  Except as provided below in this Section 9.2, the Company, the
Guarantors and the Trustee may amend or supplement this Indenture, the Notes,
the Security Documents and any Interest Swap Intercreditor Agreements and any
other agreement or instrument entered into by them in connec-

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<PAGE>

tion with this Indenture, the Notes or the Security Documents with the consent
of the Holders of at least a majority in principal amount of the Notes then
Outstanding (including, without limitation, consents obtained in connection with
a tender offer or exchange offer for the Notes), and, subject to Sections 6.2,
6.4 and 6.7 hereof, any existing Default or Event of Default or compliance with
any provision of this Indenture or the Notes may be waived with the consent of
the Holders of a majority in principal amount of the then Outstanding Notes
(including consents obtained in connection with a tender offer or exchange offer
for the Notes).

                  Without the consent of each Holder affected, an amendment or
waiver may not (with respect to any Notes held by a non-consenting Holder):

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

                  (2)      reduce the rate of or change the time for payment of
         interest, including defaulted interest, on any Notes;

                  (3)      reduce the principal of or change the stated fixed
         maturity of any Notes, or change the fixed date on which any Notes may
         be subject to redemption or reduce the redemption price therefor;

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

                  (5)      make any change in provisions of this Indenture
         protecting the right of each Holder to receive payment of principal of
         and interest on such Note on or after the due date thereof or to bring
         suit to enforce such payment, or permitting Holders of a majority in
         principal amount of Notes to waive Defaults or Events of Default;

                  (6)      after the Company's obligation to purchase Notes
         arises thereunder, amend, change or modify in any material respect the
         obligation of the Company to make and consummate a Change of Control
         Offer in the event of a Change of Control or make and consummate a Net
         Proceeds Offer with respect to any Asset Sale that has been consummated
         or make and consummate a Loss Proceeds Offer in the event of an Event
         of Loss or, after such Change of Control or Event of Loss has occurred
         or such Asset Sale has been consummated, modify any of the provisions
         or definitions with respect thereto;

                  (7)      modify or change any provision of this Indenture or
         the related definitions affecting the subordination or ranking of the
         Notes or any Guarantee in a manner which adversely affects the Holders;
         provided, however, that the ranking of the Notes shall not be deemed to
         be affected solely by virtue of any change to or release of the
         Collateral as permitted under this Indenture and the Security
         Documents;

                  (8)      release any Guarantor that is a Significant
         Subsidiary from any of its obligations under its Guarantee or this
         Indenture otherwise than in accordance with the terms of this
         Indenture; or

                  (9)      release all or substantially all of the Collateral
         from the Liens under this Indenture and the Security Documents (except
         as specifically provided therein or in this Indenture).

                  Upon the written request of the Company accompanied by a
resolution of the Board (evidenced by an Officers' Certificate) authorizing the
execution of any such amended or supplemen-

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<PAGE>

tal indenture, and upon the filing with the Trustee of evidence satisfactory to
the Trustee of the consent of the Holders of Notes as aforesaid, and upon
receipt by the Trustee of an Officers' Certificate and an Opinion of Counsel,
the Trustee shall join with the Company in the execution of such amended or
supplemental indenture unless such amended or supplemental indenture affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise, in
which case the Trustee may in its discretion, but shall not be obligated to,
enter into such amended or supplemental indenture.

                  It shall not be necessary for the consent of the Holders of
Notes under this Section 9.2 to approve the particular form of any proposed
amendment or waiver, but it shall be sufficient if such consent approves the
substance thereof.

                  After an amendment, supplement or waiver under this Section
9.2 becomes effective, the Company shall mail to the Holders of Notes affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amended or
supplemental indenture or waiver.

Section 9.3.      Compliance with Trust Indenture Act.

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

Section 9.4.      Revocation and Effect of Consents.

                  Until an amendment, supplement or waiver becomes effective, a
consent to it by a Holder of a Note is a continuing consent by the Holder of a
Note and every subsequent Holder of a Note or portion of a Note that evidences
the same debt as the consenting Holder's Note, even if notation of the consent
is not made on any Note. However, any such Holder of a Note or subsequent Holder
of a Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and therefore binds every Holder.

Section 9.5.      Notation on or Exchange of Notes.

                  The Trustee may place an appropriate notation about an
amendment, supplement or waiver on any Note thereafter authenticated. The
Company in exchange for all Notes may issue and the Trustee shall authenticate
new Notes that reflect the amendment, supplement or waiver.

                  Failure to make the appropriate notation or issue a new Note
shall not affect the validity and effect of such amendment, supplement or
waiver.

Section 9.6.      Trustee to Sign Amendment, Etc.

                  The Trustee shall sign any amended or supplemental indenture
authorized pursuant to this Article IX if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
The Company may not sign an amendment or supplemental indenture until the Board
of Directors approves such amendment or supplemental indenture. In executing any
amended or supplemental indenture, the Trustee shall be provided with, in
addition to the documents required by Sections 15.4 and 15.5 hereof, and,
subject to Section 7.1, shall be fully protected in relying upon, an Officers'
Certificate and an Opinion of Counsel stating that (i) the execution of such
amended or supplemental indenture is authorized or permitted by this Indenture,
(ii) no Event of

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<PAGE>

Default shall occur as a result of the execution of such Officers' Certificate
or the delivery of such Opinion of Counsel and (iii) the amended or supplemental
indenture complies with the terms of this Indenture.

                                   ARTICLE X.

                        COLLATERAL AND SECURITY DOCUMENTS

Section 10.1.     Security Documents; Additional Collateral.

                  (a)      As general and continuing collateral security for the
due satisfaction of all Obligations of the Company and its Restricted
Subsidiaries, if any, under this Indenture, the Notes and the Guarantees and the
due performance by the Company and its Restricted Subsidiaries, if any, of their
other Obligations hereunder and thereunder, the Company has entered into, and
any such Restricted Subsidiary and the Company, to the extent required by
Section 4.10, 4.19, 4.21, 10.1(c) or 12.4 hereof, may enter into, Security
Documents to grant Liens (subject to Permitted Collateral Liens) on the
Collateral. The Company hereby, and the Holders by their acceptance of delivery
of the Notes, authorize and direct the Trustee to enter into the Security
Documents.

                  (b)      The Company represents, covenants and agrees that it
has and its Restricted Subsidiaries have, and it and each Restricted Subsidiary
shall at all times have, full right, power and lawful authority to grant,
bargain, sell, release, convey, hypothecate, assign, mortgage, pledge, transfer
and confirm the property constituting the Collateral pursuant to the Security
Documents to which such Persons are party, free and clear of all Liens (other
than Permitted Collateral Liens), and that (i) it will warrant and defend the
title to the same against the claims of all Persons (except as to Permitted
Collateral Liens), (ii) it and such of its Restricted Subsidiaries, as
applicable, will execute, acknowledge and deliver to the Trustee such further
assignments, transfers, assurances or other instruments as are necessary or as
the Trustee may reasonably require and (iii) it and such of its Restricted
Subsidiaries, as applicable, will do or cause to be done all such acts as may be
reasonably required by the Trustee, to confirm to the Trustee such Lien on the
Collateral, or any part thereof, as from time to time constituted, so as to
render the same available for the security and benefit of the Security
Documents, this Indenture and the Notes. The Company further covenants and
agrees that each Security Document, as applicable, creates or will create (when
delivered) a valid first-ranking Lien (subject to Permitted Collateral Liens) on
the Collateral subject thereto.

                  (c)      Concurrently with (i) a Person becoming a Guarantor,
(ii) the acquisition by the Company or any Restricted Subsidiary of any assets
or property of the type which constitutes Collateral with a fair market value
(as determined by the Board of Directors) in excess of $100,000 individually or
in the aggregate or (iii) a Lien on any asset of the Company or its Restricted
Subsidiaries being granted in favor of Senior Secured Indebtedness, the Company
shall, or shall cause the applicable Restricted Subsidiary (other than an LSAE
which is not a Guarantor) to, among other things:

                  (1)      in the case of personal property, execute and deliver
         to the Trustee such Uniform Commercial Code financing statements or
         take such other actions as shall be necessary or desirable to perfect
         and protect the Trustee's lien on and security interest in such assets
         or property and the first priority thereof (subject only to Permitted
         Collateral Liens);

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<PAGE>

                  (2)      in the case of Real Property, execute and deliver to
         the Trustee:

                           (a)      a Mortgage, under which the Company or such
                  Restricted Subsidiary shall grant to the Trustee a first
                  priority lien on and security interest in such Real Property
                  and any related fixtures (subject only to Permitted Collateral
                  Liens);

                           (b)      survey and title insurance, complying with
                  Section 4.21 hereof to the extent applicable (provided that
                  (i) any mortgagee title insurance policy in respect of any
                  owned Real Property shall include additional endorsements for
                  survey, public road access and so-called comprehensive
                  coverage, if available, and (ii) any survey shall be
                  sufficient for the title insurance company to issue the
                  so-called comprehensive endorsement to the title insurance
                  policy and remove the standard survey exception from the title
                  insurance policy), covering any Real Property that is owned by
                  such Restricted Subsidiary in an amount at least equal to the
                  purchase price of such Real Property;

                           (c)      UCC fixture filings; and

                           (d)      such other documents of the type described
                  in Section 4.21 of this Indenture; and

                  (3)      promptly deliver to the Trustee Opinions of Counsel
         as to the enforceability and perfection of such Liens and security
         interests.

Section 10.2.     Recording.

                  (a)      The Company shall cause, at the Company's expense,
this Indenture and each Security Document, and all amendments or supplements
thereto, to be registered, recorded and filed and/or re-recorded and/or re-filed
and/or renewed in such manner and in such place or places, if any, as necessary
or as may be reasonably required by the Trustee in order to preserve, protect
and maintain the perfected first-ranking Liens (subject to Permitted Collateral
Liens) created by the Security Documents on the Collateral. The Company shall
pay all mortgage, mortgage recording, stamp, intangible or other similar taxes,
charges or fees required to be paid by any Authority under applicable Legal
Requirements in connection with the execution, delivery, recordation, filing,
perfection or enforcement of any of the Security Documents.

                  (b)      The Company and each Guarantor hereby direct and
authorize the Trustee to make such filings in such jurisdictions with respect to
the Collateral as are required by the Security Documents. The Trustee shall make
any such filings upon receipt of a notice from the Company requesting such
filings be made.

                  (c)      The Company shall furnish to the Trustee on March 15
of each year, beginning March 15, 2005, an Opinion or Opinions of Counsel, dated
as of such date, either stating that, in the opinion of such counsel, such
action has been taken with respect to the recording, registering, filing,
re-recording, re-registering and re-filing of (x) this Indenture, the Security
Documents and all supplemental indentures and amendments thereto, and (y)
financing statements, continuation statements or other instruments of further
assurances, as is necessary to maintain the Lien created by each such Security
Document and reciting the details of such action or referring to prior Opinions
of Counsel in which such details are given, and stating that all financing
statements and continuation statements have been executed and filed that are
necessary to perfect such Lien, or stating that, in the opin-

                                      -84-

<PAGE>

ion of such counsel, no such action is necessary to maintain such Liens and such
other statements or certificates as may be required by the Security Documents.

Section 10.3.     Possession of the Collateral.

                  (a)      Until (i) a Default pursuant to clause (1) or (2) of
Section 6.1 shall have occurred and be continuing, (ii) an Event of Default
shall have occurred and be continuing, (iii) an Acceleration Notice shall have
been delivered or (iv) the Notes are otherwise due and payable, the Company or
the relevant Restricted Subsidiary will have the right to remain in possession
and retain exclusive control of the Collateral and to collect, invest and
dispose of any income thereon in accordance with and subject to the terms of
this Indenture, the Notes, the Guarantees and the Security Documents.

                  (b)      Notwithstanding the foregoing, all amounts received
by the Trustee as proceeds of any part of the Collateral (including Net Cash
Proceeds in the case of an Asset Sale and Net Loss Proceeds in the case of an
Event of Loss) and all amounts of money, securities, letters of credit and other
evidences of indebtedness deposited with or held by the Trustee in accordance
with this Indenture and any Security Document shall be held by the Trustee as
security for the Obligations of the Company and the Guarantors, if any, under
this Indenture, the Notes, any Guarantees and the Security Documents until
applied in accordance with the terms of this Indenture.

                  (c)      Notwithstanding any other provision in this Indenture
or in the Security Documents, prior to the delivery of an Acceleration Notice in
accordance with Section 6.2 hereof, the Company and the Guarantors shall also be
entitled to obtain a release of the Trustee to use cash or Cash Equivalents,
including cash or Cash Equivalents held in the Collateral Account (other than
cash and Cash Equivalents held in the Repurchase Sub-Account), to pay operating
expenses and to pay interest on the Notes.

Section 10.4.     Suits to Protect the Collateral.

                  The Trustee shall have power to institute in its name and to
maintain such suits and proceedings as it may deem expedient to prevent any
impairment of the Collateral by any acts which may be unlawful or in violation
of this Indenture or any of the Security Documents, and such suits and
proceedings as necessary to preserve or protect its interests and the interests
of the Holders in the Collateral and in the principal, interest, issues,
profits, rents, revenues and other income arising therefrom, including power to
institute and maintain suits or proceedings to restrain the enforcement of or
compliance with any legislative or other governmental enactment, rule or order
that may be unconstitutional or otherwise invalid, if the enforcement of, or
compliance with, such enactment, rule or order would impair the security
hereunder or under any of the Security Documents, or be prejudicial to the
interests of the Holders or the Trustee.

Section 10.5.     Release of Collateral.

                  (a)      The Trustee shall not at any time release Collateral
from the Liens created by this Indenture and the Security Documents unless such
release is in accordance with the provisions of this Indenture and the Security
Documents.

                  (b)      The release of any Collateral from the Liens of the
Security Documents or the release, in whole or in part, of the Liens created by
the Security Documents, shall not be deemed to impair the security under this
Indenture in contravention of the provisions hereof if and to the extent the
Collateral is released pursuant to this Indenture and the Security Documents. To
the extent applicable, the Company shall comply with TIA Section 314(d) relating
to the release of property from the Lien

                                      -85-

<PAGE>

of the Security Documents and relating to the substitution therefor of any
property to be subjected to the Lien of the Security Documents. Any certificate
or opinion required by TIA Section 314(d) may be made by an Officer of the
Company, except in cases where TIA Section 314(d) requires that such certificate
or opinion be made by an independent person, which person shall be an
independent engineer, appraiser or other expert selected by the Company.

Section 10.6.     Specified Releases of Collateral.

                  (a)      Satisfaction and Discharge; Defeasance. The Company
shall be entitled to obtain a full release of all of the Collateral from the
Liens of this Indenture and of the Security Documents upon payment in full of
all principal, premium, if any, interest and Additional Interest, if any, on the
Notes and of all other Obligations for the payment of money due and owing to the
Trustee or the Holders under this Indenture, the Notes, the Guarantees and the
Security Documents, or upon compliance with the conditions precedent set forth
in Article VIII hereof for Legal Defeasance or Covenant Defeasance. Upon such
payment or upon delivery by the Company to the Trustee of an Officers'
Certificate and an Opinion of Counsel, each to the effect that such conditions
precedent have been complied with (and which may be the same Officers'
Certificate and Opinion of Counsel required by Article VIII hereof), together
with such documentation, if any, as may be required by the TIA (including,
without limitation, TIA Section 314(d)) or reasonably required by the Trustee
prior to the release of such Collateral, the Trustee shall forthwith take all
action that is necessary or reasonably requested by the Company (in each case at
the expense of the Company) to release and reconvey to the Company without
recourse all of the Collateral, and shall deliver such Collateral in its
possession to the Company and shall execute and deliver to the Company releases
and satisfactions, in recordable form, to the extent reasonably requested by the
Company.

                  (b)      Releases of Collateral in Connection with Sales of
Assets. The Company shall be entitled to obtain a release of, and the Trustee
shall release, items of Collateral subject to a sale or disposition (other than
Trust Monies constituting Net Cash Proceeds from an Asset Sale of Collateral,
which Trust Monies are subject to release from the Lien of the Security
Documents as provided under Article XII hereof) (the "Released Collateral") upon
compliance with the conditions precedent that the Company shall have delivered
to the Trustee the following:

                  (i)      a notice from the Company requesting release of
         Released Collateral (a "Company Notice") and

                           (A)      specifically describing the proposed
                  Released Collateral,

                           (B)      certifying that the sale of such Released
                  Collateral complies with the terms and conditions of this
                  Indenture, including, without limitation, Section 4.10 hereof
                  if the sale of such Released Collateral constitutes an Asset
                  Sale, and

                           (C)      in the event that there is to be a
                  substitution of property for the Collateral subject to the
                  Asset Sale, specifying the property intended to be substituted
                  for the Collateral to be disposed of;

                  (ii)     an Officers' Certificate certifying that

                           (A)      such sale covers only the Released
                  Collateral,

                           (B)      such sale complies with the terms and
                  conditions of this Indenture, including, without limitation,
                  Section 4.10 hereof,

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<PAGE>

                           (C)      all Net Cash Proceeds from the sale of any
                  of the Released Collateral will be applied pursuant to the
                  terms and conditions of this Indenture, including, without
                  limitation, Section 4.10 hereof,

                           (D)      all conditions precedent in this Indenture
                  and the Security Documents to such release have been complied
                  with,

                           (E)      no Default pursuant to clause (1) or (2) of
                  Section 6.1 hereof or Event of Default is in effect or
                  continuing on the date thereof, and

                           (F)      the release of the Collateral will not
                  result in a Default or Event of Default;

                  (iii)    the Net Cash Proceeds and other property received as
         consideration from the Asset Sale, together with such instruments of
         conveyance, assignment and transfer, if any, as may be necessary to
         subject to the Lien of this Indenture and the Security Documents all
         the right, title and interest of the Company in and to such property
         (to the extent required by this Indenture and the Security Documents);

                  (iv)     all documentation required by the TIA (including,
         without limitation, TIA Section 314(d)), if any, prior to the release
         by the Trustee of the Released Collateral, and, in the event there is
         to be a concurrent substitution of property for the Collateral subject
         to the Asset Sale, all documentation required by the TIA to effect the
         substitution of such new Collateral and to subject such new Collateral
         to the Lien of the relevant Security Documents, and all documents
         required by Section 10.1 hereof with respect to such new Collateral;

                  (v)      an Opinion of Counsel substantially to the effect
         that all conditions precedent herein and under any of the Security
         Documents relating to the release of such Collateral have been complied
         with; and

                  (vi)     if the Collateral to be released is only a portion of
         a discrete parcel of Real Property, an Opinion of Counsel or an
         endorsement to any title insurance policy insuring the Lien in favor of
         the Trustee created by a Mortgage on such Mortgaged Property confirming
         that after such release, the Lien of such Mortgage continues unimpaired
         as a first priority perfected Lien upon the remaining Mortgaged
         Property, subject only to Permitted Collateral Liens.

                  Upon compliance by the Company with the conditions precedent
set forth above, the Trustee shall cause to be released and reconveyed to the
Company without recourse the Released Collateral and shall deliver any such
Released Collateral in its possession to the Company and shall execute and
deliver to the Company at the Company's expense releases and satisfactions, in
recordable form, to the extent reasonably requested by the Company.

                  (c)      Releases of Collateral in Connection with Events of
Loss. The Company shall be entitled to obtain a release of, and the Trustee
shall release, items of Collateral subject to an Event of Loss (other than Trust
Monies constituting Net Loss Proceeds from an Event of Loss with respect to
Collateral, which Trust Monies are subject to release from the Lien of the
Security Documents as provided under Article XII hereof) upon compliance with
the conditions precedent that the Company shall have delivered to the Trustee
the following:

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<PAGE>

                  (i)      an Officers' Certificate of the Company certifying
         that

                           (A)      such release covers only Collateral subject
                  to an Event of Loss,

                           (B)      if applicable, that such property has been
                  taken by Condemnation,

                           (C)      in the case of a taking by Condemnation,
                  that the award for the property so taken has become final and
                  that an appeal from such award is not advisable in the
                  interests of the Company or the Holders, and

                           (D)      that all conditions precedent herein and in
                  the Security Documents provided for relating to such release
                  have been complied with;

                  (ii)     the Net Loss Proceeds and other property received in
         respect of the Event of Loss, together with such instruments of
         conveyance, assignment and transfer, if any, as may be necessary to
         subject to the Lien of this Indenture and the Security Documents all
         the right, title and interest of the Company in and to such property
         (to the extent required by this Indenture and the Security Documents);

                  (iii)    all documentation required by the TIA (including,
         without limitation, TIA Section 314(d)), if any, prior to the release
         by the Trustee of the Released Collateral, and, in the event there is
         to be a concurrent substitution of property for the Collateral subject
         to the Event of Loss, all documentation required by the TIA to effect
         the substitution of such new Collateral and to subject such new
         Collateral to the Lien of the relevant Security Documents, and all
         documents required by Section 10.1 hereof with respect to such new
         Collateral;

                  (iv)     an Opinion of Counsel substantially to the effect
         that all conditions precedent herein and under any of the Security
         Documents relating to the release of such Collateral have been complied
         with; and

                  (v)      if the Collateral to be released is only a portion of
         a discrete parcel of Real Property, an Opinion of Counsel or an
         endorsement to any title insurance policy insuring the Lien in favor of
         the Trustee created by a Mortgage on such Mortgaged Property confirming
         that after such release, the Lien of such Mortgage continues unimpaired
         as a first priority perfected Lien upon the remaining Mortgaged
         Property, subject only to Permitted Collateral Liens.

                  In any proceedings for the Condemnation of any Collateral, the
Trustee may be represented by counsel who may be counsel for the Company.

                  Upon compliance by the Company with the conditions precedent
set forth above, the Trustee shall cause to be released and reconveyed without
recourse to the Company the Collateral which is the subject of such Event of
Loss, and shall deliver such Collateral in its possession to the Company and
shall execute and deliver to the Company at the Company's expense releases and
satisfactions, in recordable form, to the extent reasonably requested by the
Company.

                  (d)      Releases of Collateral in Connection with Permitted
Business Acquisition. The Company shall be entitled to obtain a release of, and
the Trustee shall release, cash and Cash Equivalents that are Collateral (the
"Released Cash Collateral") upon compliance with the conditions precedent that
the Company shall have delivered to the Trustee the following:

                                      -88-

<PAGE>

                  (i)      a notice from the Company requesting release of
         Released Cash Collateral (a "Company Cash Collateral Notice") and
         certifying that such Released Cash Collateral will be applied in
         accordance with clause (14) or (15) of the definition of "Permitted
         Indebtedness" and that such release complies with the terms and
         conditions of this Indenture; and

                  (ii)     an Officers' Certificate certifying that

                           (A)      such release complies with the terms and
                  conditions of this Indenture, including, without limitation,
                  the requirements of clause (14) or (15), as the case may be,
                  of the definition of "Permitted Indebtedness," and

                           (B)      all conditions precedent in this Indenture
                  and the Security Documents to such release have been complied
                  with; and

                  (iii)    an Opinion of Counsel substantially to the effect
         that all conditions precedent herein and under any of the Security
         Documents relating to the release of such Collateral have been complied
         with.

                  Upon compliance by the Company with the conditions precedent
set forth above, the Trustee shall cause to be released and reconveyed to the
Company without recourse the Released Cash Collateral and shall deliver any such
Released Cash Collateral in its possession to the Company and shall execute and
deliver to the Company at the Company's expense releases and satisfactions, in
recordable form, to the extent reasonably requested by the Company.

Section 10.7.     Disposition of Collateral Without Release.

                  Notwithstanding the provisions of Sections 10.5 and 10.6
hereof and subject to and in accordance with the provisions of this Indenture,
including Sections 10.3(c), 10.8 and 15.1 hereof, the Company may, without any
prior release or consent by the Trustee, until (i) a Default pursuant to clause
(1) or (2) of Section 6.1 shall have occurred and be continuing, (ii) an Event
of Default shall have occurred and be continuing, (iii) an Acceleration Notice
shall have been delivered or (iv) the Notes are otherwise due and payable,
dispose of Permitted Investments and conduct ordinary course activities with
respect to Collateral including the following:

                  (i)      sell or otherwise dispose of, in any transaction or
         series of related transactions, any property not constituting an Asset
         Sale by virtue of clauses (a), (b), (d), (e) and (g) of the proviso
         contained in the definition of "Asset Sale";

                  (ii)     alter, repair, replace, change the location or
         position of and add to its plants, structures, machinery, systems,
         equipment, fixtures and appurtenances; provided, however, that no
         change in the location of any such Collateral subject to the Lien of
         any of the Security Documents shall be made which (1) removes such
         property into a jurisdiction in which any instrument required by law to
         perfect the Lien of any of the relevant Security Document on such
         property, including all necessary instruments of further assurance, has
         not been recorded, registered or filed in the manner required by law to
         continue the perfection of the Lien of any of the Security Documents on
         such property or (2) does not comply with the terms of this Indenture
         and the Security Documents;

                  (iii)    demolish, dismantle, tear down, scrap or abandon any
         property if, in the good faith opinion of the Board of Directors of the
         Company, such demolition, dismantling, tearing down, scrapping or
         abandonment is in the best interests of the Company;

                                      -89-

<PAGE>

                  (iv)     abandon, terminate, cancel, release or make
         alterations in or substitutions of any leases, contracts or
         rights-of-way subject to the Lien of the Security Documents; provided,
         however, that (a) any altered or substituted leases, contracts or
         rights-of-way shall forthwith, become subject to the Lien of the
         Security Documents to the same extent as those previously existing and
         (b) if the Company or the relevant Guarantor shall receive any money or
         property in excess of the Company's or the relevant Guarantor's
         expenses in connection with such termination, cancellation, release,
         alteration or substitution as consideration or compensation for such
         termination, cancellation, release, alteration or substitution, such
         money or property, to the extent it exceeds $100,000 (in which case all
         of the money and property so received and not just the portion in
         excess of $100,000 shall be subject to this clause), forthwith upon its
         receipt by such entity, shall be deposited with the Trustee (unless
         otherwise required by a Permitted Lien permitted under the applicable
         Security Documents) as Trust Monies subject to disposition as provided
         in Article XII hereof or otherwise subjected to the Lien of the
         Security Documents;

                  (v)      grant a nonexclusive license of any intellectual
         property;

                  (vi)     abandon any intellectual property that the Company or
         the relevant Guarantor, in its reasonable business judgment, concludes
         is no longer used or useful in any material respect in the conduct of
         the business of the Company or the relevant Guarantor;

                  (vii)    surrender or modify any franchise, license or permit
         subject to the Lien of any of the Security Documents which it may own
         or under which it may be operating if the Company or the relevant
         Guarantor in its reasonable business judgment concludes that such
         franchise, license or permit is no longer used or useful in the conduct
         of the business of the Company or the relevant Guarantor; provided that
         if such entity shall be entitled to receive any money or property in
         excess of such entity's expenses in connection with such surrender or
         modification as consideration or compensation for such surrender or
         modification, such money or property, to the extent that it exceeds
         $100,000 (in which case all of the money and property so received and
         not just the portion in excess of $100,000 shall be subject to this
         clause), forthwith upon its receipt by such entity, shall be deposited
         with the Trustee (unless otherwise required by a Permitted Lien) as
         Trust Monies subject to disposition as provided in Article XII hereof,
         or otherwise subjected to the Lien of the Security Documents;

                  (viii)   grant leases or subleases in respect of any Real
         Property in the event that the Company or the relevant Guarantor
         determines, in its reasonable business judgment, that such Real
         Property is no longer useful in the conduct of such entity's business
         and such leases or subleases do not materially interfere with the
         ordinary course of business of the Company and its Subsidiaries and do
         not materially affect the value of the property subject thereto;
         provided, however, that any such lease or sublease shall by its terms
         be subject and subordinate to the Lien, and otherwise comply with the
         provisions, of the Mortgage affecting such Real Property; and

                  (ix)     sell or otherwise dispose of inventory and modify,
         extend or renew, or compromise or settle any dispute or claim relating
         to, or sell any account.

                  The disposition of assets and rights and the releases of
Permitted Investments and other Collateral referred to in the preceding
paragraph may be made without delivery to the Trustee of certificates required
by the TIA. However, in lieu thereof, the Company will be required to deliver
semi-annual Officers' Certificates to the effect that all such dispositions have
been made in a manner permitted by the Indenture.

                                      -90-

<PAGE>

                  Notwithstanding any other provision in this Indenture or in
the Security Documents, prior to the delivery of an Acceleration Notice in
accordance with Section 6.2 hereof, the Company and the Guarantors shall also be
entitled, without any release or consent of the Trustee, to use cash or Cash
Equivalents, including cash and Cash Equivalents held in the Collateral Account
(other than cash and Cash Equivalents held in the Repurchase Sub-Account), to
pay operating expenses and to pay interest on the Notes.

                  Nothing in this Article X shall limit the right of each of the
Company and the Restricted Subsidiaries to sell, lease or otherwise deal in or
dispose of its property or assets that do not constitute Collateral, subject
only to the provisions of Article IV hereof.

Section 10.8.     Sufficiency of Release.

                  All purchasers and grantees of any property or rights
purporting to be released shall be entitled to rely upon any release executed by
the Trustee hereunder as sufficient for the purpose of this Indenture and as
constituting a good and valid release of the property therein described from the
Lien of this Indenture and of the Security Documents.

Section 10.9.     Interest Swap Intercreditor Agreement.

                  In connection with the incurrence by the Company of any
Interest Swap Obligations, the Trustee shall, upon the request of the Company
(which request shall include an Officers' Certificate and an Opinion of Counsel,
each to the effect that such Indebtedness and the Lien securing such
Indebtedness are being incurred in compliance with the terms of this Indenture),
enter into an intercreditor agreement (an "Interest Swap Intercreditor
Agreement") or amend any Security Document to provide that (i) the liens
securing such Interest Swap Obligations shall be equally and ratably secured
with the Liens in favor of the Trustee and the Holders of the Notes and (ii) the
Trustee will have the exclusive right to manage, perform and enforce all liens
on the Collateral and to exercise and enforce all privileges, rights and
remedies thereunder according to its direction, including to take control or
possession of such collateral and to hold, prepare for sale, process, sell,
lease, dispose of or liquidate such collateral, including, without limitation,
following the occurrence of a Default or Event of Default under this Indenture.

                  Each Interest Swap Intercreditor Agreement will also provide
that the Trustee shall have no liability to any of the Senior Secured Parties as
a consequence of its performance or nonperformance under the Interest Swap
Intercreditor Agreement, except for gross negligence or willful misconduct.

Section 10.10.    Actions by the Trustee.

                  Subject to the provisions of the Security Documents and
Article VIII, the Trustee may in its sole discretion and without the consent of
the Holders take all actions that are deemed necessary or appropriate in order
to (i) enforce any of the terms of the Security Documents and (ii) to collect
and receive all amounts payable in respect of the obligations of the Company and
any Guarantors under the Security Documents and this Indenture. The Trustee
shall have the power to institute and maintain such suits and proceedings as it
may deem expedient in order to prevent any impairment of the Collateral by any
act that may be unlawful or in violation of this Indenture or the Security
Documents, and such suits and proceedings as the Trustee may deem expedient to
preserve or protect its interests and those of the Holders in the Collateral. No
duty beyond that set forth in Section 7.1 is imposed on the Trustee pursuant to
this Section 10.10.

                                      -91-

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Section 10.11.    Collateral Agent.

                  In the event that the Collateral Agent is someone other than
the Trustee, the rights and duties which relate to its capacity as Collateral
Agent shall be the rights and duties of any such successor Collateral Agent.

                                  ARTICLE XI.

                                   GUARANTEE

Section 11.1.     Unconditional Guarantee.

                  (a)      Each Guarantor hereby unconditionally guarantees
(such guarantee to be referred to herein as a "Guarantee"), on a senior basis
jointly and severally, to each Holder of a Note authenticated and delivered by
the Trustee and to the Trustee and its successors and assigns, the Notes or the
obligations of the Company hereunder or thereunder, that: (i) the principal of
and interest on the Notes will be promptly paid in full when due, subject to any
applicable grace period, whether at maturity, by acceleration or otherwise and
interest on the overdue principal, if any, and interest on any interest, to the
extent lawful, of the Notes and all other Obligations of the Company to the
Holders or the Trustee hereunder or thereunder will be promptly paid in full or
performed, all in accordance with the terms hereof and thereof; and (ii) in case
of any extension of time of payment or renewal of any Notes or of any such other
Obligations, the same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, subject to any applicable
grace period, whether at stated maturity, by acceleration or otherwise, subject,
however, in the case of clauses (i) and (ii) above, to the limitations set forth
in Section 11.3. Each Guarantor hereby agrees that its Obligations hereunder
shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or this Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder of the Notes with respect
to any provisions hereof or thereof, the recovery of any judgment against the
Company, and action to enforce the same or any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of a guarantor.
Each Guarantor hereby waives diligence, presentment, demand of payment, filing
of claims with a court in the event of insolvency or bankruptcy of the Company,
any right to require a proceeding first against the Company, protest, notice and
all demands whatsoever and covenants that this Guarantee will not be discharged
except by complete performance of the Obligations contained in the Notes, this
Indenture, the Security Documents and in this Guarantee. If any Holder or the
Trustee is required by any court or otherwise to return to the Company, any
Guarantor, or any custodian, trustee, liquidator or other similar official
acting in relation to the Company or any Guarantor, any amount paid by the
Company or any Guarantor to the Trustee or such Holder, this Guarantee, to the
extent theretofore discharged, shall be reinstated in full force and effect.
Each Guarantor further agrees that, as between each Guarantor, on the one hand,
and the Holders and the Trustee, on the other hand, (x) the maturity of the
Obligations guaranteed hereby may be accelerated as provided in Article VI for
the purposes of this Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the Obligations
guaranteed hereby, and (y) in the event of any acceleration of such obligations
as provided in Article VI, such Obligations (whether or not due and payable)
shall forthwith become due and payable by each Guarantor for the purpose of this
Guarantee.

                  (b)      To the extent that any Guarantor owns or leases Real
Property located in the state of California on which it has granted a Mortgage
for the benefit of the Trustee or Collateral Agent, as the case may be, as
beneficiary thereunder, or otherwise is subject to California law (each such
Guarantor, a "California Guarantor"), such California Guarantor waives its
rights of subrogation, reimbursement, indemnification and contribution and any
other rights and defenses that are or may

                                      -92-

<PAGE>

become available to such California Guarantor by reason of California Civil
Sections 2787 to 2855 inclusive. Each California Guarantor waives all rights and
defenses that it may have because the Notes issued by the Company under this
Indenture are secured by a Mortgage on Real Property of such California
Guarantor. This means, among other things:

                  (i)      the Trustee or Collateral Agent, as the case may be,
         may collect from such California Guarantor or proceed against any
         Mortgaged Property owned or leased by such California Guarantor without
         first foreclosing on any real or personal property Collateral pledged
         by the Company or any other Guarantor; and

                  (ii)     if the Trustee or Collateral Agent, as the case may
         be, forecloses on any Mortgaged Property pledged by the Company or any
         other Guarantor:

                           (A)      the amount of the debt evidenced by the
                  Notes may be reduced only by the price for which such
                  Mortgaged Property is sold at the foreclosure sale even if the
                  value of such Mortgaged Property is greater than the sale
                  price; and

                           (B)      the Trustee or Beneficiary, as the case may
                  be, may collect from each California Guarantor or proceed
                  against the Mortgaged Property of such California Guarantor
                  even if the Trustee or Collateral Agent, as the case may be,
                  has destroyed any right of such California Guarantor may have
                  to collect from the Company.

                  This is an unconditional and irrevocable waiver of any rights
and defenses each California Guarantor may have because the Company's debt (as
evidenced by the Notes) is secured by Real Property. These rights or defenses
include, but are not limited to, any right or defenses based on Section 580a,
580b, 580d, or 726 of the California Code of Civil Procedure. Each California
Guarantor waives all rights and defenses arising out of an election of remedies
by the Trustee or the Collateral Agent, as the case may be, even though that
election of remedies, such as nonjudicial foreclosure with respect to security
for a guaranteed obligation, has destroyed such California Guarantor's right of
subrogation against the Company or any other Guarantor by the operation of
Section 580d of the California Code of Civil Procedure or otherwise. In the
event of any conflict of this Section 11(b) with Section 11(a) above with
respect to the California Guarantors, this Section 11(b) shall govern and
control.

Section 11.2.     Severability.

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

Section 11.3.     Limitation of Guarantor's Liability.

                  Each Guarantor and by its acceptance hereof each Holder hereby
confirms that it is the intention of all such parties that the guarantee by such
Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or
conveyance for purposes of any Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To
effectuate the foregoing intention, the Holders and such Guarantor hereby
irrevocably agree that the obligations of such Guarantor under the Guarantee
shall be limited to the maximum amount as will, after giving effect to all other
contingent and fixed liabilities of such Guarantor and after giving effect to
any collections from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under its Guarantee or
pursuant to Section 11.5, result in the

                                      -93-

<PAGE>

obligations of such Guarantor under the Guarantee not constituting such
fraudulent transfer or conveyance.

Section 11.4.     Release of Guarantor.

                  (a)      The Guarantee and any Obligations of a Guarantor
under any Security Document to which it is a party and any Lien created by such
Guarantor under any such Security Documents will be automatically and
unconditionally released without any action on the part of the Trustee or the
Holders of the Notes (1) in connection with any sale, exchange, transfer or
other disposition of all or substantially all of the assets of that Guarantor,
if the Company applies the Net Cash Proceeds of that sale or other disposition
in accordance with the applicable provisions of this Indenture; (2) in
connection with any sale, exchange, transfer or other disposition (including,
without limitation, by way of merger, consolidation or otherwise), directly or
indirectly, of Capital Stock of such Guarantor to any Person that is not a
Restricted Subsidiary of the Company, or an issuance by such Guarantor of its
Capital Stock, in each case as a result of which such Guarantor ceases to be a
Subsidiary of the Company; provided that (i) such transaction is made in
accordance with the provisions of this Indenture and (ii) such Guarantor is also
released from all of its obligations, if any, in respect of all other
Indebtedness of the Company and each other Guarantor, including any Senior
Secured Indebtedness; (3) if the Company designates that Guarantor as an
Unrestricted Subsidiary in accordance with the applicable provisions of this
Indenture; (4) if, in the case of an LSAE, such LSAE has refinanced Indebtedness
incurred, or has incurred additional Indebtedness (other than with respect to
the acquisition of an additional station), under clause (14) or (15) of the
definition of "Permitted Indebtedness" with Indebtedness incurred pursuant to
clause (4) of the definition of "Permitted Indebtedness" and such LSAE would not
be required to provide a Guarantee pursuant to the proviso of Section 4.16
hereof; or (5) upon the payment in full of all principal, premium, if any,
interest and Additional Interest, if any, on the Notes and of all other
Obligations for the payment of money due and owing to the Trustee or the Holders
under this Indenture, the Notes, the Guarantees and the Security Documents.

                  In addition, concurrently with any Legal Defeasance or
Covenant Defeasance, the Guarantors shall be released from all of their
Obligations under their respective applicable Guarantees.

                  (b)      The Trustee shall deliver an appropriate instrument
or instruments evidencing such release upon receipt of a request by the Company
accompanied by an Officers' Certificate and Opinion of Counsel certifying as to
the compliance with this Section 11.4.

Section 11.5.     Contribution.

                  In order to provide for just and equitable contribution among
the Guarantors, the Guarantors agree, inter se, that in the event any payment or
distribution is made by any Guarantor (a "Funding Guarantor") under the
Guarantee, such Funding Guarantor shall be entitled to a contribution from all
other Guarantors in a pro rata amount based on the Adjusted Net Assets (as
defined below) of each Guarantor (including the Funding Guarantor) for all
payments, damages and expenses incurred by that Funding Guarantor in discharging
the Company's obligations with respect to the Securities or any other
Guarantor's obligations with respect to the Guarantee. "Adjusted Net Assets" of
such Guarantor at any date shall mean the lesser of the amount by which (x) the
fair value of the property of such Guarantor exceeds the total amount of
liabilities, including, without limitation, contingent liabilities (after giving
effect to all other fixed and contingent liabilities incurred or assumed on such
date), but excluding liabilities under the Guarantee, of such Guarantor at such
date and (y) the present fair salable value of the assets of such Guarantor at
such date exceeds the amount that will be required to pay the probable liability
of such Guarantor on its debts (after giving effect to all other fixed and
contingent

                                      -94-

<PAGE>

liabilities incurred or assumed on such date), excluding debt in respect of the
Guarantee of such Guarantor, as they become absolute and matured.

Section 11.6.     Waiver of Subrogation.

                  Until all Obligations are paid in full, each Guarantor hereby
irrevocably waives any claims or other rights which it may now or hereafter
acquire against the Company that arise from the existence, payment, performance
or enforcement of such Guarantor's obligations under the Guarantee and this
Indenture, including, without limitation, any right of subrogation,
reimbursement, exoneration, indemnification, and any right to participate in any
claim or remedy of any Holder against the Company, whether or not such claim,
remedy or right arises in equity, or under contract, statute or common law,
including, without limitation, the right to take or receive from the Company,
directly or indirectly, in cash or other property or by set-off or in any other
manner, payment or security on account of such claim or other rights. If any
amount shall be paid to any Guarantor in violation of the preceding sentence and
the Notes shall not have been paid in full, such amount shall have been deemed
to have been paid to such Guarantor for the benefit of, and held in trust for
the benefit of, the Holders, and shall, forthwith be paid to the Trustee for the
benefit of such Holders to be credited and applied upon the Notes, whether
matured or unmatured, in accordance with the terms of this Indenture. Each
Guarantor acknowledges that it will receive direct and indirect benefits from
the financing arrangements contemplated by this Indenture and that the waiver
set forth in this Section 11.6 is knowingly made in contemplation of such
benefits.

Section 11.7.     Execution of Guarantee.

                  To evidence their guarantee to the Holders set forth in this
Article XI, the Guarantors hereby agree to execute the Guarantee in
substantially the form attached hereto as Exhibit C, which shall be endorsed on
each Note ordered to be authenticated and delivered by the Trustee. Each
Guarantor hereby agrees that its Guarantee set forth in this Article XI shall
remain in full force and effect notwithstanding any failure to endorse on each
Note a notation of such Guarantee. Each such Guarantee shall be signed on behalf
of each Guarantor by one of its authorized Officers prior to the authentication
of the Note on which it is endorsed, and the delivery of such Note by the
Trustee, after the authentication thereof hereunder, shall constitute due
delivery of such Guarantee on behalf of such Guarantor. Such signatures upon the
Guarantee may be by manual or facsimile signature of such officers and may be
imprinted or otherwise reproduced on the Guarantee, and in case any such Officer
who shall have signed the Guarantee shall cease to be such officer before the
Note on which such Guarantee is endorsed shall have been authenticated and
delivered by the Trustee or disposed of by the Company, such Note nevertheless
may be authenticated and delivered or disposed of as though the Person who
signed the Guarantee had not ceased to be such officer of the Guarantor.

Section 11.8.     Waiver of Stay, Extension or Usury Laws.

                  Each Guarantor covenants (to the extent that it may lawfully
do so) that it will not at any time insist upon, plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension law
or any usury law or other law that would prohibit or forgive each such Guarantor
from performing its Guarantee as contemplated herein, wherever enacted, now or
at any time hereafter in force, or which may affect the covenants or the
performance of this Indenture; and (to the extent that it may lawfully do so)
each such Guarantor hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                                      -95-
<PAGE>

                                  ARTICLE XII.

                               COLLATERAL ACCOUNT

Section 12.1.     Collateral Account.

                  On the Issue Date there shall be established and, at all times
hereafter until the Obligations of the Company under this Indenture, the Notes
and the Security Documents are discharged or defeased in accordance with this
Indenture, there shall be maintained by the Company with the Trustee, the
Collateral Account. The Collateral Account shall be established and maintained
with the Trustee at its Corporate Trust Office and designated in the name of
Granite Broadcasting Corporation, subject to the security interest in favor of
the Trustee. All Trust Monies shall be deposited in the Collateral Account and
thereafter shall be held by and under the control of the Trustee for its benefit
and for the benefit of the Holders as a part of the Collateral and, upon any
entry upon or sale or other disposition of the Collateral or any part thereof
pursuant to any of the Security Documents, said Trust Monies shall be applied in
accordance with Section 6.10 hereof; but prior to any such entry, sale or other
disposition, all or any part of the Trust Monies held by the Trustee may be
withdrawn, and shall be released, paid or applied by the Trustee in accordance
with the terms of this Article XII.

Section 12.2.     Withdrawal of Net Loss Proceeds.

                  To the extent that any Trust Monies consist of Net Loss
Proceeds, such Trust Monies may be withdrawn by the Company and shall be paid by
the Trustee upon a Company Request delivered to the Trustee to be applied for
any purpose permitted by Section 4.19 upon receipt by the Trustee of the
following:

                  (a)      An Officers' Certificate, dated not more than 30 days
         prior to the date of the application for the withdrawal and payment of
         such Trust Monies setting forth:

                           (i)      that such funds are being used in accordance
                  with Section 4.19 for the purposes briefly described in such
                  Officers' Certificate; and

                           (ii)     that all conditions precedent herein
                  provided for relating to such withdrawal and application have
                  been complied with;

                  (b)      All documentation required under the TIA (including,
         without limitation, TIA Section 314(d)); and

                  (c)      an Opinion of Counsel substantially to the effect
         that:

                           (i)      upon the basis of the accompanying documents
                  specified in this Section 12.2, all conditions precedent
                  herein provided for relating to such withdrawal and
                  application have been complied with; and

                           (ii)     that the relevant Security Documents create
                  a Lien in favor of the Trustee and, to the extent that such
                  Lien is a security interest in any such Collateral that may be
                  perfected under the relevant UCC, that such security interest
                  in such Collateral will be perfected upon consummation of the
                  transaction.

Upon compliance with the foregoing provisions of this Section 12.2 and Section
12.1 hereof, the Trustee shall, upon receipt of a Company request, pay to the
Company or its designee an amount of Net

                                      -96-

<PAGE>

Loss Proceeds constituting Trust Monies equal to the amount stated in the
Officers' Certificate required by clause (i) of paragraph (a) of this Section
12.2.

Section 12.3.     Withdrawal of Net Cash Proceeds to Fund an Asset Sale Offer.

                  To the extent that any Trust Monies consist of Net Cash
Proceeds of Collateral received by the Trustee pursuant to the provisions of
Section 4.10 hereof and an Asset Sale Offer has been made in accordance
therewith, such Trust Monies may be withdrawn by the Company and shall be paid
by the Trustee to the Paying Agent for application in accordance with Sections
3.10 and 4.10 hereof upon a Company Notice to the Trustee and upon receipt by
the Trustee of the following:

                  (a)      An Officers' Certificate, dated not more than three
         Business Days prior to the Asset Sale Offer Payment Date stating:

                           (i)      that no Event of Default shall have occurred
                  and be continuing after giving effect to such application;

                           (ii)     (x) that such Trust Monies constitute Net
                  Cash Proceeds of Collateral, (y) that pursuant to and in
                  accordance with Section 4.10 hereof, the Company has made an
                  Asset Sale Offer and (z) the amount of Net Cash Proceeds to be
                  applied to the repurchase of the Notes pursuant to the Asset
                  Sale Offer;

                           (iii)    the Net Proceeds Offer Payment Date; and

                           (iv)     that all conditions precedent herein
                  provided for relating to such application of Trust Monies have
                  been complied with; and

                  (b)      All documentation, if any, required under TIA Section
         314(d).

                  Upon compliance with the foregoing provisions of this Section
12.3, the Trustee shall apply the Trust Monies as directed and specified by such
Company Notice, subject to Sections 3.10 and 4.10 hereof.

Section 12.4.     Withdrawal of Trust Monies for Investment in Replacement
                  Assets.

                  In the event the Company intends to reinvest Net Cash Proceeds
of an Asset Sale of Collateral in Replacement Assets (the "Released Trust
Monies"), such Net Cash Proceeds constituting Trust Monies may be withdrawn by
the Company and shall be paid by the Trustee to the Company upon receipt by the
Trustee of the following:

                  (a)      A Notice signed by the Company which shall (i) refer
         to this Section 12.4, and (ii) describe with reasonable particularity
         the Replacement Assets to be invested in with respect to the Released
         Trust Monies;

                  (b)      An Officers' Certificate certifying that (i) such
         Trust Monies constitute Net Cash Proceeds of Collateral, and (ii) all
         conditions precedent herein to such release have been complied with;

                  (c)      All documentation required under the TIA (including,
         without limitation, TIA Section 314(d));

                                      -97-

<PAGE>

                  (d)      If the Replacement Asset is Real Property, the
         Company or the appropriate Guarantor shall also deliver to the Trustee
         a mortgage, policy of title insurance, survey and documents of the type
         described in Section 10.1(c), in each case in form and substance
         satisfactory to the Trustee;

                  (e)      If the Replacement Asset is personal property
         constituting Collateral, the Company or the appropriate Guarantor shall
         deliver to the Trustee:

                           (i)      a Security Document or an amendment to an
                  existing Security Document and such financing statements and
                  other instruments, if any, necessary to create and perfect the
                  Lien of any applicable Security Document on such personal
                  property interest; and

                           (ii)     evidence of payment or a closing statement
                  indicating payments to be made by the Company or the
                  appropriate Guarantor of all filing fees, recording charges
                  and/or transfer taxes, if any, and other costs and expenses,
                  including reasonable legal fees and disbursements of one
                  counsel for the Trustee (and any local counsel), that may be
                  incurred to validly and effectively subject the Replacement
                  Asset to the Lien of any Security Document; and

                  (f)      An Opinion of Counsel substantially to the effect
         that:

                           (i)      all conditions precedent herein provided for
                  relating to such application of Trust Monies have been
                  complied with; and

                           (ii)     to the extent that such Replacement Assets
                  constitute Collateral and were acquired with Net Cash Proceeds
                  of Collateral, the relevant Security Documents create a Lien
                  in favor of the Trustee on such Replacement Assets and, to the
                  extent that such Lien is a security interest in any such
                  Replacement Assets that may be perfected under the relevant
                  UCC, that such security interest in such Replacement Assets
                  will be perfected upon consummation of such acquisition.

                  Upon compliance with the foregoing provisions, the Trustee
shall apply the Released Trust Monies as directed and specified by the Company.

Section 12.5.     Investment of Trust Monies.

                  So long as no Default or Event of Default shall have occurred
and be continuing, all or any part of any Trust Monies held by the Trustee shall
from time to time be invested or reinvested by the Trustee in any Cash
Equivalents pursuant to a Company request in the form of an Officers'
Certificate, which shall specify the Cash Equivalents in which such Trust Monies
shall be invested and shall certify that such investments constitute Cash
Equivalents and the Trustee shall sell any such Cash Equivalent only upon
receipt of such a Company request specifying the particular Cash Equivalent to
be sold. So long as no Default or Event of Default shall have occurred and be
continuing, any interest or dividends accrued, earned or paid on such Cash
Equivalents (in excess of any accrued interest or dividends paid at the time of
purchase) that may be received by the Trustee shall be forthwith paid to the
Company. Such Cash Equivalents shall be held by the Trustee as a part of the
Collateral, subject to the same provisions hereof as the cash used by it to
purchase such Cash Equivalents.

                                      -98-

<PAGE>

                  The Trustee shall not be liable or responsible for any loss
resulting from such investments or sales except only for its own negligent
action, its own negligent failure to act or its own willful misconduct in
complying with this Section 12.5.

Section 12.6.     Use of Trust Monies.

                  Prior to the delivery of an Acceleration Notice in accordance
with Section 6.2 hereof, the Trustee shall apply Trust Monies not required to be
applied to fund a Net Proceeds Offer or a Loss Proceeds Offer to such purposes
and in such manner that is not prohibited by this Indenture (including, without
limitation, as provided in Section 10.3(c) or to the payment of the principal
of, premium, and interest on, any Notes, on any Redemption Date or the Maturity
Date or to the redemption thereof or the purchase thereof upon tender or in the
open market or at private sale or upon any exchange or in any one or more of
such ways, including, without limitation, pursuant to a Change of Control
Offer), as the Company shall request in writing.

                  Any Trust Monies and any cash deposited with the Trustee for
the payment of accrued interest shall not, after compliance with the foregoing
provisions of this Section, be deemed to be part of the Collateral or Trust
Monies.

Section 12.7.     Repurchase Sub-Account.

                  (a)      On the Issue Date, the Company shall fund a
sub-account of the Collateral Account (the "Repurchase Sub-Account") with an
amount equal to 100% of the principal amount of the 8 7/8% Notes outstanding as
of the close of business on the Issue Date, plus an amount equal to the accrued
interest on such principal amount through and including the 8 7/8% Notes Tender
Offer Expiration Date, less interest paid prior to the Issue Date (the "Funded
Repurchase Amount"). On or prior to the 8 7/8% Notes Tender Offer Expiration
Date, the Trustee shall release funds from the Repurchase Sub-Account to the
Company to fund the purchase of 8 7/8% Notes and pay the consent fee with
respect thereto pursuant to the 8 7/8% Notes Tender Offer upon receipt by the
Trustee of the following:

                  (i)      A Notice signed by the Company which shall refer to
         this Section 12.7(a);

                  (ii)     An Officers' Certificate certifying that (A) such
         Trust Monies shall be applied in accordance with this Section 12.7 and
         (B) all conditions precedent herein to such release have been complied
         with;

                  (iii)    All documentation required under the TIA (including,
         without limitation, TIA Section 314(d)); and

                  (iv)     An Opinion of Counsel substantially to the effect
         that all conditions precedent herein provided for relating to such
         application of Trust Monies have been complied with.

                  (b)      On or prior to the Special Notes Offer Date, if any,
the Trustee shall release funds from the Repurchase Sub-Account to the Company
to fund the Special Notes Offer pursuant to Section 4.22 hereof upon receipt by
the Trustee of the following:

                  (i)      A Notice signed by the Company which shall refer to
         this Section 12.7(b);

                  (ii)     An Officers' Certificate certifying that (A) such
         Trust Monies shall be applied in accordance with this Section 12.7 and
         Section 4.22, and (B) all conditions precedent herein to such release
         have been complied with;

                                      -99-

<PAGE>

                  (iii)    All documentation required under the TIA (including
         without limitation, TIA Section 314(d)); and

                  (iv)     An Opinion of Counsel substantially to the effect
         that all conditions precedent herein provided for relating to such
         application of Trust Monies have been complied with.

                  (c)      On or after (i) the 8 7/8% Notes Tender Offer
Expiration Date, if less than $2.0 million remains in the Repurchase
Sub-Account, or (ii) the Special Notes Offer Date, the Trustee shall release any
remaining funds in the Repurchase Sub-Account to the Collateral Account upon
delivery (in the case of clause (i)) of a notice from the Company requesting
such release or (in the case of clause (ii)) of an Officers' Certificate and
Opinion of Counsel, each to the effect that a Special Notes Offer has been
successfully completed in accordance with this Indenture.

                  (d)      No interest earned upon amounts in the Repurchase
Sub-Account shall be deemed to constitute amounts in the Repurchase Sub-Account
for purposes of this Indenture. The Company shall be entitled to a release of
any interest earned on and actually credited to the Repurchase Sub-Account.

                  (e)      Notwithstanding anything to the contrary in this
Indenture, cash and Cash Equivalents in the Repurchase Sub-Account shall be
released by the Trustee only as specifically set forth in clauses (a), (b), (c)
and (d) above.

Section 12.8.     Disposition of Notes Retired.

                  All Notes received by the Trustee and for whose purchase Trust
Monies are applied under Section 12.6 hereof, if not otherwise canceled, shall
be promptly delivered to the Trustee for cancellation and destruction in
accordance with the Trustee's customary procedures.

                                  ARTICLE XIII.

                                   [RESERVED]

                                  ARTICLE XIV.

                           SATISFACTION AND DISCHARGE

Section 14.1.     Satisfaction and Discharge.

                  (a)      This Indenture (and all Liens on Collateral granted
in connection with the issuance of the Notes) will be discharged and will cease
to be of further effect (except as set forth below) and the Trustee at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture when:

                  (1)      either:

                           (a)      all the Notes theretofore authenticated and
                  delivered (except lost, stolen or destroyed Notes which have
                  been replaced or paid and Notes for whose payment money has
                  theretofore been deposited in trust or segregated and held in
                  trust by the Company and thereafter repaid to the Company or
                  discharged from such trust) have been delivered to the Trustee
                  for cancellation; or

                                     -100-

<PAGE>

                           (b)      all Notes not theretofore delivered to the
                  Trustee for cancellation have become due and payable or, with
                  respect to the Notes, concurrent or other irrevocable notice
                  of redemption has been given to the Trustee or the Holders
                  fixing a date of redemption within 30 to 60 days of the giving
                  of such notice will become due and payable within one year, or
                  are to be called for redemption within one year, under
                  arrangements reasonably satisfactory to the Trustee for the
                  giving of notice of redemption by the Trustee in the name, and
                  at the expense, of the Company and the Company has irrevocably
                  deposited or caused to be deposited with the Trustee funds in
                  an amount sufficient to pay and discharge the entire
                  Indebtedness on the Notes not theretofore delivered to the
                  Trustee for cancellation, for principal of, premium, if any,
                  and interest (including Additional Interest, if any) on the
                  Notes to the date of deposit or redemption, as the case may
                  be, together with irrevocable instructions from the Company
                  directing the Trustee to apply such funds to the payment
                  thereof at maturity or redemption, as the case may be;

                  (2)      the Company has paid all other sums payable under
         this Indenture by the Company; and

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

Notwithstanding the satisfaction and discharge of this Indenture, the Company's
obligations in Sections 2.3, 2.4, 2.6, 2.7, 2.11, 7.7, 7.8, 15.2 and 15.3, and
the Trustee's and Paying Agent's obligations in Section 14.2 shall survive until
the Notes are no longer outstanding. Thereafter, only the Company's obligations
in Section 7.7 shall survive such satisfaction and discharge.

Section 14.2.     Application of Trust.

                  All money deposited with the Trustee pursuant to Section 14.1
shall be held in trust and, at the written direction of the Company, be invested
prior to maturity in U.S. Government Securities, and applied by the Trustee in
accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent as the Trustee may determine, to the
Persons entitled thereto, of the principal (and premium, if any) and interest
(including Additional Interest, if any) for the payment of which money has been
deposited with the Trustee; but such money need not be segregated from other
funds except to the extent required by law.

                                   ARTICLE XV.

                                  MISCELLANEOUS

Section 15.1.     Trust Indenture Act Controls.

                  If any provision hereof limits, qualifies or conflicts with a
provision of the TIA or another provision that would be required or deemed under
such Act to be part of and govern this Indenture if this Indenture were subject
thereto, the latter provision shall control. If any provision of this Indenture
modifies or excludes any provision of the TIA that may be so modified or
excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or to be excluded, as the case may be.

                                     -101-

<PAGE>

Section 15.2.     Notices.

                  Any notice or communication by the Company or the Trustee to
others is duly given if in writing and delivered in Person or mailed by first
class mail (registered or certified, return receipt requested), telex,
telecopier or overnight air courier guaranteeing next day delivery, to the
others' address:

                  If to the Company:

                           Granite Broadcasting Corporation
                           767 Third Avenue
                           34th Floor
                           New York, New York 10017
                           Fax: (212) 826-2858

                  If to the Trustee:

                           The Bank of New York
                           Attention: Corporate Trust Trustee Administration
                           101 Barclay Street, Floor 8W
                           New York, New York 10286
                           Fax: (212) 896-7299

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

                  All notices and communications (other than those sent to
Holders) shall be deemed to have been duly given: at the time delivered by hand,
if personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when answered back, if telexed; when receipt
acknowledged, if telecopied; and the next Business Day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next day delivery.

                  Any notice or communication to a Holder shall be mailed by
first class mail, certified or registered, return receipt requested, or by
overnight air courier guaranteeing next day delivery to its address shown on the
register kept by the Registrar. Any notice or communication shall also be so
mailed to any Person described in TIA Section 313(c), to the extent required by
the TIA. Failure to mail a notice or communication to a Holder or any defect in
it shall not affect its sufficiency with respect to other Holders.

                  If a notice or communication is mailed in the manner provided
above within the time prescribed, it is duly given, whether or not the address
receives it.

                  If the Company mails a notice or communication to Holders, it
shall mail a copy to the Trustee and each Agent at the same time.

Section 15.3.     Communication by Holders of Notes with Other Holders of Notes.

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

                                     -102-

<PAGE>

Section 15.4.     Certificate and Opinion as to Conditions Precedent.

                  Upon any request or application by the Company to the Trustee
to take any action under this Indenture, the Company shall furnish to the
Trustee:

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

                  (b)      an Opinion of Counsel in form reasonably satisfactory
         to the Trustee stating that, in the opinion of such counsel, all such
         conditions precedent and covenants have been satisfied.

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

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

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

Section 15.5.     Statements Required in Certificate or Opinion.

                  Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of
TIA Section 314(e) and shall include:

                  (a)      a statement that the Person making such certificate
         or opinion has read such covenant or condition;

                  (b)      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;

                  (c)      a statement that, in the opinion of such Person, he
         or she 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 satisfied; and

                                     -103-

<PAGE>

                  (d)      a statement as to whether or not, in the opinion of
         such Person, such condition or covenant has been satisfied.

Section 15.6.     Rules by Trustee and Agents.

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

Section 15.7.     No Personal Liability of Directors, Officers, Employees and
                  Stockholders.

                  No past, present or future director, officer, employee,
incorporator, agent or stockholder or Affiliate of the Company or any Guarantor,
as such, shall have any liability for any obligations of the Company or any
Guarantor under the Notes, this Indenture, any Guarantee or any Security
Document or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of Notes by accepting a Note waives
and releases all such liabilities. The waiver and release are part of the
consideration for issuance of the Notes.

Section 15.8.     Governing Law; Submission to Jurisdiction; Waiver of Jury
                  Trial.

                  THIS INDENTURE, THE GUARANTEES AND THE NOTES 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 LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN
THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN
THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS INDENTURE, THE GUARANTEES AND THE NOTES, AND IRREVOCABLY
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS. EACH OF THE COMPANY AND
THE TRUSTEE IRREVOCABLY WAIVES, TO THE FULLEST EXTENT THAT IT MAY EFFECTIVELY DO
SO UNDER APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING
HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE OR ANY HOLDER OF THE NOTES OR THE
COMPANY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE
LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY, THE TRUSTEE OR ANY
HOLDER OF NOTES IN ANY OTHER JURISDICTION.

Section 15.9.     No Adverse Interpretation of Other Agreements.

                  This Indenture may not be used to interpret any other
indenture, loan or debt agreement of the Company or its Subsidiaries or of any
other Person. Any such indenture, loan or debt agreement may not be used to
interpret this Indenture.

                                     -104-

<PAGE>

Section 15.10.    Successors.

                  All agreements of the Company in this Indenture and the Notes
shall bind their successors. All agreements of the Trustee in this Indenture
shall bind its successors.

Section 15.11.    Severability.

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

Section 15.12.    Counterpart 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.

Section 15.13.    Table of Contents, Headings, Etc.

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

Section 15.14.    Qualification of Indenture.

                  The Company shall qualify this Indenture under the TIA in
accordance with the terms and conditions of the Registration Rights Agreement
and shall pay all reasonable costs and expenses (including attorneys' fees for
the Company, the Trustee and the Holders of the Notes) incurred in connection
therewith, including, but not limited to, costs and expenses of qualification of
this Indenture and the Notes and printing this Indenture and the Notes. The
Trustee shall be entitled to receive from the Company any such Officers'
Certificates, Opinions of Counsel or other documentation as it may reasonably
request in connection with any such qualification of this Indenture under the
TIA.

                         [Signatures on following page]

                                     -105-

<PAGE>

                                   SIGNATURES

                                GRANITE BROADCASTING CORPORATION

                                By: /s/ Lawrence I. Wills
                                    -----------------------------
                                    Name:
                                    Title:

                                CHANNEL 11 LICENSE, INC.
                                GRANITE RESPONSE TELEVISION, INC.
                                KBJR LICENSE, INC.
                                KBJR, INC.
                                KBWB LICENSE, INC.
                                KBWB, INC.
                                KSEE LICENSE, INC.
                                KSEE TELEVISION, INC.
                                QUEEN CITY BROADCASTING OF NEW YORK, INC.
                                WEEK-TV LICENSE, INC.
                                WKBW-TV LICENSE, INC.
                                WPTA-TV LICENSE, INC.
                                WPTA-TV, INC.
                                WTVH LICENSE, INC.
                                WXON LICENSE, INC.
                                WXON, INC.

                                By: /s/ Lawrence I. Wills
                                    -----------------------------
                                    Name:
                                    Title:

                                WTVH, LLC

                                By: GRANITE BROADCASTING CORPORATION,
                                    the Sole Member of WTVH, LLC

                                By: /s/ Lawrence I. Wills
                                    -----------------------------
                                    Name:
                                    Title:

                                      S-1

<PAGE>

                                THE BANK OF NEW YORK,
                                   as Trustee

                                By: /s/ Julie Salovitch - Miller
                                    ----------------------------------
                                    Name:  Julie Salovitch - Miller
                                    Title: Vice President

                                      S-2

<PAGE>

                                                                       EXHIBIT A

                              FORM OF SERIES A NOTE

                                 (Face of Note)

                        GRANITE BROADCASTING CORPORATION

                       9 3/4% SENIOR SECURED NOTE DUE 2010

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

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](1)

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
         AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE
         OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR
         PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
         PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
         REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT
         TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE
         HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT
         FOR WHICH IT HAS PURCHASED SECURITIES, TO

----------
(1)      To be included if the Note is a Global Note.

                                      A-1

<PAGE>

         OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE
         "RESALE RESTRICTION TERMINATION DATE") THAT IS [IN THE CASE OF RULE
         144A NOTES: TWO YEARS] [IN THE CASE OF REGULATION S NOTES: 40 DAYS]
         AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON
         WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS
         SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER
         OR ANY OF ITS SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION STATEMENT
         THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO
         LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A
         UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A
         "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE
         SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
         A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
         TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS
         AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
         REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL
         "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR
         (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED
         INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
         OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM
         PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES
         AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY
         DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO
         ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
         SECURITIES ACT, SUBJECT TO THE ISSUER'S AND THE TRUSTEE'S RIGHT PRIOR
         TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (E) OR (F) TO
         REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR
         OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE
         REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
         TERMINATION DATE.

                                      A-2

<PAGE>

                        GRANITE BROADCASTING CORPORATION

                       9 3/4% SENIOR SECURED NOTE DUE 2010

                                                 CUSIP No. _____________________
No.___________________                           $______________________________

Interest Payment Dates: June 1 and December 1
Record Dates: May 15 and November 15

                  GRANITE BROADCASTING CORPORATION, a Delaware corporation (the
"Company," which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, promises to pay to CEDE & CO. or
registered assigns the principal sum of _____________________ Dollars [IF THE
NOTE IS A GLOBAL NOTE, THEN INSERT -- , or such other principal amount as may be
set forth in the records of the Trustee as referred to in accordance with the
Indenture,] on December 1, 2010.

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

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

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

[SEAL]                          Dated: December 22, 2003

                                GRANITE BROADCASTING CORPORATION

                                By: __________________________________________
                                    Name:
                                    Title:

                                By: __________________________________________
                                    Name:
                                    Title:

                                      A-3

<PAGE>

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

THE BANK OF NEW YORK,
   as Trustee

By: __________________________________________
    Name:
    Title:

                                      A-4

<PAGE>

                                 (Back of Note)

                      9 3/4% Senior Secured Notes due 2010

                  Capitalized terms used herein shall have the meanings assigned
to them in the Indenture referred to below unless otherwise indicated.

                  1.       Interest. The Company promises to pay interest on the
principal amount of this Note at the rate of 9 3/4% per annum from the date of
original issuance until maturity and shall pay Additional Interest pursuant to
Section 2 of the Registration Rights Agreement referred to below. The Company
will pay interest and Additional Interest semi-annually on June 1 and December 1
of each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each an "Interest Payment Date"). Interest on this Note will
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of issuance; provided that if there is no
existing Default in the payment of interest, and if this Note is authenticated
between a record date referred to on the face hereof and the next succeeding
Interest Payment Date, interest shall accrue from such next succeeding Interest
Payment Date; provided, further, that the first Interest Payment Date shall be
June 1, 2004. The Company shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue payments of the
principal, Purchase Price and Redemption Price of this Note from time to time on
demand at a rate that is 1% per annum in excess of the rate then in effect; it
shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Additional Interest, if
any (without regard to any applicable grace periods), hereon from time to time
on demand at the same rate to the extent lawful. Interest will be computed on
the basis of a 360-day year of twelve 30-day months.

                  2.       Method of Payment. The Company will pay interest on
the Notes (except defaulted interest) and Additional Interest, if any, to the
Persons who are registered Holders of Notes at the close of business on the May
15 and November 15 next preceding the Interest Payment Date, even if such Notes
are canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to defaulted
interest. Any such installment of interest or Additional Interest, if any, not
punctually paid or duly provided for shall forthwith cease to be payable to the
registered Holders on such Interest Payment Date, and may be paid to the
registered Holders at the close of business on a special interest payment date
to be fixed by the Company for the payment of such defaulted interest, notice
whereof shall be given to the registered Holders not less than fifteen days
prior to such special interest payment date, or may be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture. The
Notes will be payable as to principal, Redemption Price, Purchase Price,
interest and Additional Interest, if any, at the office or agency of the Company
maintained for such purpose within or without the City and State of New York,
or, at the option of the Company, payment of interest and Additional Interest
may be made by check mailed to the Holders at their addresses set forth in the
register of Holders; provided that payment by wire transfer of immediately
available funds will be required with respect to principal, Redemption Price and
Purchase Price of, and interest and Additional Interest (if any) on, all Global
Notes and all other Notes the Holders of which shall have provided wire transfer
instructions to the Trustee or the Paying Agent. Such payment shall be in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.

                                      A-5

<PAGE>

                  3.       Paying Agent and Registrar. Initially, The Bank of
New York, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company may act in any such capacity.

                  4.       Indenture and Guarantees. The Company issued $405
million in aggregate principal amount of the Notes under an Indenture dated as
of December 22, 2003 (the "Indenture") among the Company, the Guarantors and the
Trustee. The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (15 U.S.C. Code Sections 77aaa-77bbbb). The Notes are subject to all
such terms, and Holders are referred to the Indenture and such Act for a
statement of such terms. The Notes are general obligations of the Company.

                  5.       Optional Redemption. The Company may redeem any or
all of the Notes at any time on or after December 1, 2006, upon not less than 30
nor more than 60 days' prior notice in amounts of $1,000 or an integral multiple
thereof at the Redemption Prices (expressed as a percentage of the principal
amount) set forth below, if redeemed during the 12-month period beginning
December 1 of the years indicated below:

<TABLE>
<CAPTION>
Year                                                        Redemption Price
----                                                        ----------------
<S>                                                         <C>
2006................................................            109.750%
2007................................................            104.875%
2008................................................            102.438%
2009 and thereafter.................................            100.000%
</TABLE>

in each case together with accrued and unpaid interest and Additional Interest,
if any, on the Notes redeemed.

                  If less than all the Notes are to be redeemed, the Trustee
will select the particular Notes or portions thereof to be redeemed by lot, pro
rata or by any other method the Trustee shall deem fair and reasonable (subject
to DTC procedures).

                  6.       Special Redemption. In the event the Company
completes one or more Equity Offerings on or before December 1, 2005, the
Company, at its option, may use the net cash proceeds from any such Equity
Offering to redeem up to 35% of the original principal amount of the Notes (a
"Special Redemption") at a Redemption Price of 109.750% of the principal amount
thereof, together with accrued and unpaid interest and Additional Interest (if
any), to the date of redemption; provided, however, that at least 65% of the
original principal amount of the Notes will remain outstanding immediately after
any such redemption; and provided, further, that such redemption shall occur
within 90 days after the date of the closing of any such Equity Offering. If
less than all the Notes are to be redeemed, the Trustee will select the
particular Notes or portions thereof to be redeemed either: (1) in compliance
with the requirements of the principal national securities exchange, if any, on
which the Notes are listed; or (2) by lot, only on a pro rata basis or on as
nearly a pro rata basis as is practicable (subject to DTC procedures).

                  7.       Mandatory Redemption. Except as set forth in
Paragraph 9 below with respect to repurchases of Notes in certain events, the
Company shall not be required to make mandatory redemption payments with respect
to the Notes.

                                      A-6

<PAGE>

                  8.       Notice of Redemption. Subject to the provisions of
the Indenture, a notice of redemption will be mailed at least 30 days but not
more than 60 days before the Redemption Date to each Holder whose Notes are to
be redeemed at its registered address. Notes in denominations larger than $1,000
may be redeemed in part but only in whole multiples of $1,000, unless all of the
Notes held by a Holder are to be redeemed. On and after the redemption date
interest and Additional Interest, if any, ceases to accrue on Notes or portions
thereof called for redemption as long as the Company has deposited with the
Paying Agent funds in satisfaction of the applicable redemption price.

                  9.       Repurchase at Option of Holder.

                  (a)      If there is a Change of Control, the Company shall be
required to make an offer (a "Change of Control Offer") to repurchase all or any
part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at
a Purchase Price equal to 101% of the principal amount thereof plus accrued and
unpaid interest and Additional Interest, if any, to the date of repurchase, in
accordance with the procedures set forth in the Indenture. Within 5 Business
Days following any Change of Control, the Company shall send by first-class mail
a notice to each Holder setting forth the procedures governing the Change of
Control Offer as required by the Indenture.

                  (b)      On the 271st day after an Asset Sale, or the 30th day
after the termination of the acquisition agreement referred to in clause (3) of
paragraph (a) of Section 4.10 of the Indenture, as applicable, or such earlier
date, if any, as the Board of Directors of the Company determines not to apply
the Net Cash Proceeds relating to such Asset Sale as set forth in clause (3) of
paragraph (a) of Section 4.10 of the Indenture (each, a "Net Proceeds Offer
Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been
applied on or before such Net Proceeds Offer Trigger Date as permitted in clause
(3) of paragraph (a) of Section 4.10 of the Indenture (each, a "Net Proceeds
Offer Amount") shall be applied by the Company or such Restricted Subsidiary to
make an offer to purchase (the "Net Proceeds Offer") to all Holders and the
holders of any Senior Secured Indebtedness the terms of which require that an
offer be made to all holders of such Senior Secured Indebtedness and, to the
extent that such Net Proceeds Offer Amount relates to an Asset Sale of assets or
property that did not constitute Collateral at the time of such Asset Sale and
the terms of any pari passu Indebtedness require that an offer to purchase be
made to all holders of such pari passu Indebtedness, to all holders of such
Senior Secured Indebtedness and pari passu Indebtedness on a date (the "Net
Proceeds Offer Payment Date") not less than 30 nor more than 45 days following
the applicable Net Proceeds Offer Trigger Date, from all Holders (and holders of
such Senior Secured Indebtedness and pari passu Indebtedness on a pro rata
basis, that amount of Notes (and Senior Secured Indebtedness and pari passu
Indebtedness) equal to the Net Proceeds Offer Amount at a price equal to 100% of
the principal amount of the Notes (and Senior Secured Indebtedness and pari
passu Indebtedness) to be purchased, plus accrued and unpaid interest (and
Additional Interest, if any) thereon, if any, to the date of purchase. Each Net
Proceeds Offer will be mailed to the record Holders as shown on the register of
Holders within 25 days following the Net Proceeds Offer Trigger Date, with a
copy to the Trustee, and shall comply with the procedures set forth in the
Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to
tender their Notes in whole or in part in integral multiples of $1,000 in
exchange for cash. To the extent Holders properly tender Notes in an amount
exceeding the Net Proceeds Offer Amount, the tendered Notes will be purchased on
a pro rata basis based on the aggregate amounts of Notes tendered (and the
Trustee shall select the tendered Notes of tendering Holders on a pro rata basis
based on the amount of Notes tendered). A Net Proceeds Offer shall remain open
for a period of 20 business days or such longer period as may be required by
law. The Company may defer the Net Proceeds Offer until there is an aggregate
unutilized Net Proceeds Offer Amount equal to or in excess of $10 million
resulting from one or more Asset Sales (at which time, the entire unutilized Net

                                      A-7

<PAGE>

Proceeds Offer Amount, and not just the amount in excess of $10 million, shall
be applied as required above).

                  (c)      Any Net Loss Proceeds from an Event of Loss with
respect to Collateral that are not applied or invested as provided in the first
sentence of Section 4.19 of the Indenture within the time periods set forth
therein will be deemed to constitute "Excess Loss Proceeds." When the aggregate
amount of Excess Loss Proceeds exceeds $5.0 million (such date, the "Loss
Proceeds Offer Trigger Date"), the Company will make an offer to all Holders and
the holders of any Senior Secured Indebtedness the terms of which require that
an offer be made to all holders of such Senior Secured Indebtedness (a "Loss
Proceeds Offer") on a date (the "Loss Proceeds Offer Payment Date") not less
than 25 days following the 90th day after the Event of Loss, or the 271st day
after the Event of Loss if the Company had determined such longer period was
applicable in accordance with Section 4.19 of the Indenture, the maximum
principal amount of Notes (and Senior Secured Indebtedness) that may be
purchased out of such Excess Loss Proceeds at an offer price in cash in an
amount equal to 100% of the principal amount of Notes and Senior Secured
Indebtedness to be purchased, plus accrued and unpaid interest (including
Additional Interest, if any) thereon, if any, to the date of purchase (subject
to the right of Holders of record on a record date to receive interest and
Additional Interest, if any, on the relevant interest payment date in accordance
with the procedures set forth herein). If the aggregate principal amount of
Notes surrendered by Holders exceeds the Excess Loss Proceeds to be used to
purchase Notes, the Trustee shall select the Notes to be purchased on a pro rata
basis. To the extent that the aggregate amount of Notes tendered pursuant to a
Loss Proceeds Offer is less than the Loss Proceeds Offer Amount, the Company may
apply any remaining Net Loss Proceeds to any purpose consistent with the
Indenture and, following the consummation of each Loss Proceeds Offer, the Loss
Proceeds Offer Amount shall be reset to zero. Notwithstanding anything to the
contrary in the foregoing, the Company may commence a Loss Proceeds Offer prior
to the expiration of 270 days after the occurrence of an Event of Loss.

                  (d)      On the date that is ten Business Days following the 8
7/8% Notes Tender Offer Expiration Date, if an amount greater than $2.0 million
remains in the Repurchase Sub-Account, such remaining amount (the "Available
Repurchase Amount") shall be applied by the Company to make an offer to purchase
(the "Special Notes Offer") to all Holders, on a date (the "Special Notes Offer
Date") not earlier than 30 nor later than 45 days following the 8 7/8% Notes
Tender Offer Expiration Date from all Holders on a pro rata basis, that amount
of Notes equal in principal amount to the Available Repurchase Amount at a price
equal to 98.782% of the principal amount of the Notes to be purchased, plus
accrued and unpaid interest thereon, if any, to the date of purchase. Such
Special Notes Offer shall be conducted in accordance with the provisions of the
Indenture as if such offer were a Net Proceeds Offer, mutatis mutandis.

                  10.      Denominations, Transfer, Exchange. The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Company may require a Holder to pay any taxes and
fees required by law or permitted by the Indenture. The Company need not
exchange or register the transfer of any Note or portion of a Note selected for
redemption, except for the unredeemed portion of any Note being redeemed in
part. Also, it need not exchange or register the transfer of any Notes for a
period of 15 days before a selection of Notes to be redeemed or during the
period between a record date and the corresponding Interest Payment Date.

                                      A-8

<PAGE>

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

                  12.      Amendment, Supplement and Waiver. Subject to certain
exceptions, the Indenture and the Notes may be amended or supplemented with the
consent of the Holders of at least a majority in principal amount of the then
outstanding Notes, and any existing default or compliance with any provision of
the Indenture or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes. Without the consent
of any Holder of a Note, the Indenture and the Notes may be amended or
supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to
provide for the assumption of the Company's obligations to Holders of the Notes
in case of a merger or consolidation, to make any change that would provide any
additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights under the Indenture of any such Holder, or to
comply with the requirements of the Commission in order to effect or maintain
the qualification of the Indenture under the Trust Indenture Act.

                  13.      Defaults and Remedies. Events of Default include: (i)
default for 30 days in the payment when due of interest, on the Notes; (ii)
default in payment when due of principal of the Notes when the same becomes due
and payable, at maturity, upon redemption, repurchase or otherwise (including
the failure to make a payment to purchase Notes tendered pursuant to a Change of
Control Offer or a Net Proceeds Offer); (iii) failure by the Company to comply
with any covenant contained in the Indenture for 30 days after notice to the
Company by the Trustee or the Holders of at least 25% of the aggregate principal
amount of the Notes then Outstanding; (iv) default under certain other
agreements relating to Indebtedness of the Company which default (a) is caused
by a failure to pay any amount due at the stated maturity thereof or (b) results
in the acceleration of such Indebtedness prior to its express maturity and, in
each case, the principal amount of such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a
default for failure to pay principal at final stated maturity or the maturity of
which has been so accelerated, aggregates $2.0 million or more; (v) certain
final judgments for the payment of money that remain undischarged for a period
of 60 days, provided that the aggregate of all such undischarged judgments
exceeds $2.0 million; (vi) certain events of bankruptcy or insolvency with
respect to the Company or any Significant Subsidiary of the Company; (vii) any
Guarantee of a Significant Subsidiary ceases to be in force and effect, is
declared to be null and void and unenforceable or is found to be invalid or any
Guarantor that is a Significant Subsidiary denies its liability under its
Guarantee (other than by reason of release of a Guarantor in accordance with the
terms of this Indenture); and (viii) (A) the failure of the Company or any
Guarantor to comply with any covenant or agreement contained in any of the
Security Documents (after the lapse of any applicable grace periods) which
adversely affects the value of the Collateral or the enforceability, validity,
perfection or priority of any Lien on the Collateral in favor of the Trustee on
any portion or portions of the Collateral with an aggregate fair market value in
excess of $2.0 million, (B) the repudiation or disaffirmation by the Company or
a Guarantor of its obligations under the Security Documents or the determination
in a judicial proceeding that any of the Security Documents is unenforceable or
invalid against the Company or any Guarantor for any reason or (C) except for
expiration in accordance with its terms or amendment, modification, waiver,
termination or release in accordance with the terms of this Indenture, any
Security Document shall cease to be in force and effect or cease to be effective
in all material respects to grant a perfected Lien with the priority purported
to be created thereby on any portion or portions of the Collateral with an
aggregate fair market value in excess of $2.0 million if, in either case, such
default continues for 10 days after notice. If any Event of Default occurs and
is continuing, the Trustee or the Holders of at least 25% in principal amount of
the then Outstanding Notes may declare all the Notes to be due and payable

                                      A-9

<PAGE>

immediately. Upon any such declaration, the entire principal amount of, and
accrued and unpaid interest and Additional Interest, if any, on the Notes shall
become immediately due and payable. Notwithstanding the foregoing, in the case
of an Event of Default arising from certain events of bankruptcy or insolvency,
all Outstanding Notes will become due and payable without further action or
notice. Holders may not enforce the Indenture or the Notes except as provided in
the Indenture. Subject to certain limitations, Holders of a majority in
principal amount of the then Outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of the
Notes notice of any continuing Default or Event of Default (except a Default or
Event of Default relating to payment on any Note) if it determines that
withholding notice is in their interest. The Holders of a majority in principal
amount of the Notes then Outstanding may waive any existing or past Default or
Event of Default under the Indenture, and its consequences, except a default in
the payment of the principal of, or interest on any Notes. The Company is
required to deliver to the Trustee annually a statement regarding compliance
with the Indenture, and the Company is required upon becoming aware of any
Default or Event of Default, to deliver to the Trustee a statement specifying
such Default or Event of Default.

                  14.      Trustee Dealings with Company. Subject to certain
limitations, the Trustee under the Indenture, in its individual or any other
capacity, may become owner or pledge of Notes and may otherwise deal with the
Company or its Affiliates as if it were not Trustee.

                  15.      No Recourse Against Others. No past, present or
future director, officer, employee, incorporator or stockholder of the Company
or any Guarantor, as such, shall have any liability for any obligations of the
Company under the Notes, the Indenture, any Guarantee or any Security Document
or for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

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

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

                  18.      Discharge Prior to Maturity. If the Company deposits
with the Trustee or Paying Agent cash or U.S. Government Securities sufficient
to pay the principal or Redemption Price of, and interest and Additional
Interest, if any, on, the Notes to maturity or a specified Redemption Date and
satisfies certain conditions specified in the Indenture, the Company will be
discharged from the Indenture, except for certain Sections thereof.

                  19. Governing Law. The Indenture and Guarantees and this Note
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 law of another jurisdiction would be
required thereby. The Company hereby irrevocably submits to the jurisdiction of
any New York state court sitting in the Borough of Manhattan in The City of New
York or any Federal court sitting in the Borough of Manhattan in The City of New
York in respect of any suit, action or proceeding arising out of or relating to
the Indenture and the Notes, and irrevocably accept for itself and in respect of
its property, generally and unconditionally, jurisdiction of the aforesaid
courts. The

                                      A-10

<PAGE>

Company irrevocably waives, to the fullest extent that it may effectively do so
under applicable law, trial by jury and any objection which it may now or
hereafter have to the laying of the venue of any such suit, action or proceeding
brought in any such court and any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum. Nothing
herein shall affect the right of the Trustee or any Holder of the Notes to serve
process in any other manner permitted by law or to commence legal proceedings or
otherwise proceed against the Company in any other jurisdiction.

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

                  21.      Registration Rights. Pursuant to the Registration
Rights Agreement, the Company will be obligated upon the occurrence of certain
events to consummate an exchange offer pursuant to which the Holder of this Note
shall have the right to exchange this Series A Note for the Company's 9 3/4%
Senior Secured Notes due 2010, Series B, which have been registered under the
Securities Act, in like principal amount and having terms identical in all
material respects as the Series A Notes. The Holders shall be entitled to
receive certain payments of Additional Interest in the event such exchange offer
is not consummated and upon certain other conditions, all pursuant to and in
accordance with the terms of the Registration Rights Agreement.

                  22.      Security. The payment of principal of and interest on
the Notes is secured by the Liens of the Security Documents pursuant to, and
subject to the terms (including the provisions of Articles X and XII) of the
Indenture and the Security Documents.

                  The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture. Request may be made to:

                                    Granite Broadcasting Corporation
                                    767 Third Avenue
                                    34th Floor
                                    New York, New York 10017

                                      A-11

<PAGE>

                                 ASSIGNMENT FORM

                  To assign this Note, fill in the form below:

                  (I) or (we) assign and transfer this Note to

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or type assignee's name address and zip code)

and irrevocably appoint_________________________________________________________
agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him.

                  Date:    _____________________

                              Your Signature: __________________________________
                                             (Sign exactly as your name appears
                                             on the face of this Note)
                  Signature Guarantee: _________________________________________
                                       (Participant in recognized signature
                                       guarantee medallion program)

                                      A-12

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you wish to elect to have all or any portion of this Note
purchased by the Company pursuant to Section 4.10 ("Net Proceeds Offer") or
Section 4.15 ("Change of Control Offer") or Section 4.19 ("Loss Proceeds Offer")
or Section 4.22 ("Special Notes Offer") of the Indenture, check the applicable
boxes:

<TABLE>
<S>                     <C>                          <C>                      <C>
[ ] Net Proceeds        [ ] Change of Control        [ ] Loss Proceeds        [ ] Special Notes
Offer:                  Offer:                       Offer:                   Offer:

in whole           [ ]  in whole                [ ]  in whole            [ ]  in whole            [ ]

in part            [ ]  in part                 [ ]  in part             [ ]  in part             [ ]

Amount to be            Amount to be                 Amount to be             Amount to be
purchased: $_____       purchased: $_______          purchased: $______       purchased: $___________
</TABLE>

                  Dated: __________   Signature:________________________________
                                                (Sign exactly as your name
                                                appears on the other side of
                                                this Note)
                  Signature Guarantee: _________________________________________
                                       (Participant in recognized signature
                                       guarantee medallion program)

                  Social Security Number or
                  Taxpayer Identification Number:_______________________________

                                      A-13

<PAGE>

                                                                       EXHIBIT B

                              FORM OF SERIES B NOTE

                                 (Face of Note)

                        GRANITE BROADCASTING CORPORATION

                       9 3/4% SENIOR SECURED NOTE DUE 2010

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

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](2)

----------
(2)      To be included if the Note is a Global Note

                                      B-1

<PAGE>

                        GRANITE BROADCASTING CORPORATION

                       9 3/4% SENIOR SECURED NOTE DUE 2010

                                                  CUSIP No._____________________
No.___________________                            $_____________________________

Interest Payment Dates: June 1 and December 1
Record Dates: May 15 and November 15

                  GRANITE BROADCASTING CORPORATION, a Delaware corporation (the
"Company," which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, promises to pay to CEDE & CO. or
registered assigns, the principal sum of _____________________ Dollars [IF THE
NOTE IS A GLOBAL NOTE, THEN INSERT -- , or such other principal amount as may be
set forth in the records of the Trustee as referred to in accordance with the
Indenture,] on December 1, 2010.

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

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

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

[SEAL]                     Dated: [                ]

                           GRANITE BROADCASTING CORPORATION

                           By: _________________________________________________
                               Name:
                               Title:

                           By: _________________________________________________
                               Name:
                               Title:

                                      B-2

<PAGE>

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

THE BANK OF NEW YORK,
   as Trustee

By: _________________________________________________
    Name:
    Title:

                                      B-3

<PAGE>

                                 (Back of Note)

                      9 3/4% Senior Secured Notes due 2010

                  Capitalized terms used herein shall have the meanings assigned
to them in the Indenture referred to below unless otherwise indicated.

                  1.       Interest. The Company promises to pay interest on the
principal amount of this Note at the rate of 9 3/4% per annum from the date of
original issuance until maturity. The Company will pay interest semi-annually on
June 1 and December 1 of each year, or if any such day is not a Business Day, on
the next succeeding Business Day (each an "Interest Payment Date"). Interest on
this Note will accrue from the most recent date to which interest has been paid
or, if no interest has been paid, from the date of issuance; provided that if
there is no existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided, further, that the first Interest
Payment Date shall be June 1, 2004. The Company shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
payments of the principal, Purchase Price and Redemption Price of this Note from
time to time on demand at a rate that is 1% per annum in excess of the rate then
in effect; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest, if any
(without regard to any applicable grace periods), hereon from time to time on
demand at the same rate to the extent lawful. Interest will be computed on the
basis of a 360-day year of twelve 30-day months.

                  2.       Method of Payment. The Company will pay interest on
the Notes (except defaulted interest) to the Persons who are registered Holders
of Notes at the close of business on the May 15 and November 15 next preceding
the Interest Payment Date, even if such Notes are canceled after such record
date and on or before such Interest Payment Date, except as provided in Section
2.12 of the Indenture with respect to defaulted interest. Any such installment
of interest not punctually paid or duly provided for shall forthwith cease to be
payable to the registered Holders on such Interest Payment Date, and may be paid
to the registered Holders at the close of business on a special interest payment
date to be fixed by the Company for the payment of such defaulted interest,
notice whereof shall be given to the registered Holders not less than fifteen
days prior to such special interest payment date, or may be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture. The
Notes will be payable as to principal, Redemption Price, Purchase Price and
interest at the office or agency of the Company maintained for such purpose
within or without the City and State of New York, or, at the option of the
Company, payment of interest may be made by check mailed to the Holders at their
addresses set forth in the register of Holders; provided that payment by wire
transfer of immediately available funds will be required with respect to
principal, Redemption Price and Purchase Price of, and interest (if any) on, all
Global Notes and all other Notes the Holders of which shall have provided wire
transfer instructions to the Trustee or the Paying Agent. Such payment shall be
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.

                  3.       Paying Agent and Registrar. Initially, The Bank of
New York, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company may act in any such capacity.

                                      B-4

<PAGE>

                  4.       Indenture and Guarantees. The Company issued $405
million in aggregate principal amount of the Notes under an Indenture dated as
of December 22, 2003 (the "Indenture") among the Company, the Guarantors and the
Trustee. The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (15 U.S.C. Code Sections 77aaa-77bbbb). The Notes are subject to all
such terms, and Holders are referred to the Indenture and such Act for a
statement of such terms. The Notes are general obligations of the Company.

                  5.       Optional Redemption. The Company may redeem any or
all of the Notes at any time on or after December 1, 2006, upon not less than 30
nor more than 60 days' prior notice in amounts of $1,000 or an integral multiple
thereof at the Redemption Prices (expressed as a percentage of the principal
amount) set forth below, if redeemed during the 12-month period beginning
December 1 of the years indicated below:

<TABLE>
<CAPTION>
Year                                                        Redemption Price
----                                                        ----------------
<S>                                                         <C>
2006................................................            109.750%
2007................................................            104.875%
2008................................................            102.438%
2009 and thereafter.................................            100.000%
</TABLE>

in each case together with accrued and unpaid interest, if any, on the Notes
redeemed.

                  If less than all the Notes are to be redeemed, the Trustee
will select the particular Notes or portions thereof to be redeemed by lot, pro
rata or by any other method the Trustee shall deem fair and reasonable (subject
to DTC procedures).

                  6.       Special Redemption. In the event the Company
completes one or more Equity Offerings on or before December 1, 2005, the
Company, at its option, may use the net cash proceeds from any such Equity
Offering to redeem up to 35% of the original principal amount of the Notes (a
"Special Redemption") at a Redemption Price of 109.750% of the principal amount,
together with accrued and unpaid interest (if any), to the date of redemption;
provided, however, that at least 65% of the original principal amount of the
Notes will remain outstanding immediately after any such redemption; and
provided, further, that such redemption shall occur within 90 days after the
date of the closing of any such Equity Offering. If less than all the Notes are
to be redeemed, the Trustee will select the particular Notes or portions thereof
to be redeemed either: (1) in compliance with the requirements of the principal
national securities exchange, if any, on which the Notes are listed; or (2) by
lot, only on a pro rata basis or on as nearly a pro rata basis as is practicable
(subject to DTC procedures).

                  7.       Mandatory Redemption. Except as set forth in
Paragraph 9 below with respect to repurchases of Notes in certain events, the
Company shall not be required to make mandatory redemption payments with respect
to the Notes.

                  8.       Notice of Redemption. Subject to the provisions of
the Indenture, a notice of redemption will be mailed at least 30 days but not
more than 60 days before the Redemption Date to each Holder whose Notes are to
be redeemed at its registered address. Notes in denominations larger than $1,000
may be redeemed in part but only in whole multiples of $1,000, unless all of the
Notes held by a Holder are to be redeemed. On and after the redemption date
interest ceases to accrue on

                                      B-5

<PAGE>

Notes or portions thereof called for redemption as long as the Company has
deposited with the Paying Agent funds in satisfaction of the applicable
redemption price.

                  9.       Repurchase at Option of Holder.

                  (a)      If there is a Change of Control, the Company shall be
required to make an offer (a "Change of Control Offer") to repurchase all or any
part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at
a Purchase Price equal to 101% of the principal amount thereof plus accrued and
unpaid interest to the date of repurchase, in accordance with the procedures set
forth in the Indenture. Within 5 Business Days following any Change of Control,
the Company shall send by first-class mail a notice to each Holder setting forth
the procedures governing the Change of Control Offer as required by the
Indenture.

                  (b)      On the 271st day after an Asset Sale, or the 30th day
after the termination of the acquisition agreement referred to in clause (3) of
paragraph (a) of Section 4.10 of the Indenture, as applicable, or such earlier
date, if any, as the Board of Directors of the Company determines not to apply
the Net Cash Proceeds relating to such Asset Sale as set forth in clause (3) of
paragraph (a) of Section 4.10 of the Indenture (each, a "Net Proceeds Offer
Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been
applied on or before such Net Proceeds Offer Trigger Date as permitted in clause
(3) of paragraph (a) of Section 4.10 of the Indenture (each, a "Net Proceeds
Offer Amount") shall be applied by the Company or such Restricted Subsidiary to
make an offer to purchase (the "Net Proceeds Offer") to all Holders and the
holders of any Senior Secured Indebtedness the terms of which require that an
offer be made to all holders of such Senior Secured Indebtedness and, to the
extent that such Net Proceeds Offer Amount relates to an Asset Sale of assets or
property that did not constitute Collateral at the time of such Asset Sale and
the terms of any pari passu Indebtedness require that an offer to purchase be
made to all holders of such pari passu Indebtedness, to all holders of such
Senior Secured Indebtedness and pari passu Indebtedness on a date (the "Net
Proceeds Offer Payment Date") not less than 30 nor more than 45 days following
the applicable Net Proceeds Offer Trigger Date, from all Holders (and holders of
such Senior Secured Indebtedness and pari passu Indebtedness on a pro rata
basis, that amount of Notes (and Senior Secured Indebtedness and pari passu
Indebtedness) equal to the Net Proceeds Offer Amount at a price equal to 100% of
the principal amount of the Notes (and Senior Secured Indebtedness and pari
passu Indebtedness) to be purchased, plus accrued and unpaid interest thereon,
if any, to the date of purchase. Each Net Proceeds Offer will be mailed to the
record Holders as shown on the register of Holders within 25 days following the
Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply
with the procedures set forth in the Indenture. Upon receiving notice of the Net
Proceeds Offer, Holders may elect to tender their Notes in whole or in part in
integral multiples of $1,000 in exchange for cash. To the extent Holders
properly tender Notes in an amount exceeding the Net Proceeds Offer Amount, the
tendered Notes will be purchased on a pro rata basis based on the aggregate
amounts of Notes tendered (and the Trustee shall select the tendered Notes of
tendering Holders on a pro rata basis based on the amount of Notes tendered). A
Net Proceeds Offer shall remain open for a period of 20 business days or such
longer period as may be required by law. The Company may defer the Net Proceeds
Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to
or in excess of $10 million resulting from one or more Asset Sales (at which
time, the entire unutilized Net Proceeds Offer Amount, and not just the amount
in excess of $10 million, shall be applied as required above).

                  (c)      Any Net Loss Proceeds from an Event of Loss with
respect to Collateral that are not applied or invested as provided in the first
sentence of Section 4.19 of the Indenture within the time periods set forth
therein will be deemed to constitute "Excess Loss Proceeds." When the aggregate

                                      B-6

<PAGE>

amount of Excess Loss Proceeds exceeds $5.0 million (such date, the "Loss
Proceeds Offer Trigger Date"), the Company will make an offer to all Holders and
the holders of any Senior Secured Indebtedness the terms of which require that
an offer be made to all holders of such Senior Secured Indebtedness (a "Loss
Proceeds Offer") on a date (the "Loss Proceeds Offer Payment Date") not less
than 30 nor more than 45 days following the 90th day after the Event of Loss, or
the 271st day after the Event of Loss if the Company had determined such longer
period was applicable in accordance with Section 4.19 of the Indenture, the
maximum principal amount of Notes (and Senior Secured Indebtedness) that may be
purchased out of such Excess Loss Proceeds at an offer price in cash in an
amount equal to 100% of the principal amount of Notes and Senior Secured
Indebtedness to be purchased, plus accrued and unpaid interest thereon, if any,
to the date of purchase (subject to the right of Holders of record on a record
date to receive interest on the relevant interest payment date in accordance
with the procedures set forth herein). If the aggregate principal amount of
Notes surrendered by Holders exceeds the Excess Loss Proceeds to be used to
purchase Notes, the Trustee shall select the Notes to be purchased on a pro rata
basis. To the extent that the aggregate amount of Notes tendered pursuant to a
Loss Proceeds Offer is less than the Loss Proceeds Offer Amount, the Company may
apply any remaining Net Loss Proceeds to any purpose consistent with the
Indenture and, following the consummation of each Loss Proceeds Offer, the Loss
Proceeds Offer Amount shall be reset to zero. Notwithstanding anything to the
contrary in the foregoing, the Company may commence a Loss Proceeds Offer prior
to the expiration of 270 days after the occurrence of an Event of Loss.

                  (d)      On the date that is ten Business Days following the 8
7/8% Notes Tender Offer Expiration Date, if an amount greater than $2.0 million
remains in the Repurchase Sub-Account, such remaining amount (the "Available
Repurchase Amount") shall be applied by the Company to make an offer to purchase
(the "Special Notes Offer") to all Holders, on a date (the "Special Notes Offer
Date") not earlier than 30 nor later than 45 days following the 8 7/8% Notes
Tender Offer Expiration Date from all Holders on a pro rata basis, that amount
of Notes equal in principal amount to the Available Repurchase Amount at a price
equal to 98.782% of the principal amount of the Notes to be purchased, plus
accrued and unpaid interest thereon, if any, to the date of purchase. Such
Special Notes Offer shall be conducted in accordance with the provisions of the
Indenture as if such offer were a Net Proceeds Offer, mutatis mutandis.

                  10.      Denominations, Transfer, Exchange. The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Company may require a Holder to pay any taxes and
fees required by law or permitted by the Indenture. The Company need not
exchange or register the transfer of any Note or portion of a Note selected for
redemption, except for the unredeemed portion of any Note being redeemed in
part. Also, it need not exchange or register the transfer of any Notes for a
period of 15 days before a selection of Notes to be redeemed or during the
period between a record date and the corresponding Interest Payment Date.

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

                  12.      Amendment, Supplement and Waiver. Subject to certain
exceptions, the Indenture and the Notes may be amended or supplemented with the
consent of the Holders of at least a majority in principal amount of the then
outstanding Notes, and any existing default or compliance with any provision of
the Indenture or the Notes may be waived with the consent of the Holders of a

                                      B-7

<PAGE>

majority in principal amount of the then outstanding Notes. Without the consent
of any Holder of a Note, the Indenture and the Notes may be amended or
supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to
provide for the assumption of the Company's obligations to Holders of the Notes
in case of a merger or consolidation, to make any change that would provide any
additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights under the Indenture of any such Holder, or to
comply with the requirements of the Commission in order to effect or maintain
the qualification of the Indenture under the Trust Indenture Act.

                  13.      Defaults and Remedies. Events of Default include:(i)
default for 30 days in the payment when due of interest on the Notes; (ii)
default in payment when due of stated principal, Redemption Price or Purchase
Price of the Notes when the same becomes due and payable at maturity, upon
redemption, repurchase or otherwise (including the failure to make a payment to
purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds
Offer); (iii) failure by the Company to comply with any covenant contained in
the Indenture for 30 days after notice to the Company by the Trustee or the
Holders of at least 25% of the aggregate principal amount of the Notes
Outstanding; (iv) default under certain other agreements relating to
Indebtedness of the Company which default (a) is caused by a failure to pay any
amount due at the stated maturity thereof or (b) results in the acceleration of
such Indebtedness prior to its express maturity and, in each case, the principal
amount of such Indebtedness, together with the principal amount of any other
such Indebtedness under which there has been a default for failure to pay
principal at final stated maturity or the maturity of which has been so
accelerated, aggregates $2.0 million or more; (v) certain final judgments for
the payment of money that remain undischarged for a period of 60 days, provided
that the aggregate of all such undischarged judgments exceeds $2.0 million; (vi)
certain events of bankruptcy or insolvency with respect to the Company or any
Significant Subsidiary of the Company (vii) any Guarantee of a Significant
Subsidiary ceases to be in force and effect, is declared to be null and void and
unenforceable or is found to be invalid or any Guarantor that is a Significant
Subsidiary denies its liability under its Guarantee (other than by reason of
release of a Guarantor in accordance with the terms of this Indenture); and
(viii) (A) the failure of the Company or any Guarantor to comply with any
covenant or agreement contained in any of the Security Documents (after the
lapse of any applicable grace periods) which adversely affects the value of the
Collateral or the enforceability, validity, perfection or priority of any Lien
on the Collateral in favor of the Trustee on any portion or portions of the
Collateral with an aggregate fair market value in excess of $2.0 million, (B)
the repudiation or disaffirmation by the Company or a Guarantor of its
obligations under the Security Documents or the determination in a judicial
proceeding that any of the Security Documents is unenforceable or invalid
against the Company or any Guarantor for any reason or (C) except for expiration
in accordance with its terms or amendment, modification, waiver, termination or
release in accordance with the terms of this Indenture, any Security Document
shall cease to be in force and effect or cease to be effective in all material
respects to grant a perfected Lien with the priority purported to be created
thereby on any portion or portions of the Collateral with an aggregate fair
market value in excess of $2.0 million if, in either case, such default
continues for 10 days after notice. If any Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then Outstanding Notes may declare all the Notes to be due and payable
immediately. Upon any such declaration, the entire principal amount of, and
accrued and unpaid interest and Additional Interest, if any, on the Notes shall
become immediately due and payable. Notwithstanding the foregoing, in the case
of an Event of Default arising from certain events of bankruptcy or insolvency,
all Outstanding Notes will become due and payable without further action or
notice. Holders may not enforce the Indenture or the Notes except as provided in
the Indenture. Subject to certain limitations, Holders of a majority in
principal amount of the then Outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold

                                      B-8

<PAGE>

from Holders of the Notes notice of any continuing Default or Event of Default
(except a Default or Event of Default relating to payment on any Note) if it
determines that withholding notice is in their interest. The Holders of a
majority in principal amount of the Notes then Outstanding may waive any
existing or past Default or Event of Default under the Indenture, and its
consequences, except a default in the payment of the principal of, or interest
on any Notes. The Company is required to deliver to the Trustee annually a
statement regarding compliance with the Indenture, and the Company is required
upon becoming aware of any Default or Event of Default, to deliver to the
Trustee a statement specifying such Default or Event of Default.

                  14.      Trustee Dealings with Company. Subject to certain
limitations, the Trustee under the Indenture, in its individual or any other
capacity, may become owner or pledge of Notes and may otherwise deal with the
Company or its Affiliates as if it were not Trustee.

                  15.      No Recourse Against Others. No past, present or
future director, officer, employee, incorporator or stockholder of the Company
or any Guarantor, as such, shall have any liability for any obligations of the
Company under the Notes, the Indenture, any Guarantee or any Security Document
or for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

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

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

                  18.      Discharge Prior to Maturity. If the Company deposits
with the Trustee or Paying Agent cash or U.S. Government Securities sufficient
to pay the principal or Redemption Price of, and interest and Additional
Interest, if any, on, the Notes to maturity or a specified Redemption Date and
satisfies certain conditions specified in the Indenture, the Company will be
discharged from the Indenture, except for certain Sections thereof.

                  19.      Governing Law. The Indenture and Guarantees and this
Note 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 law of another jurisdiction would
be required thereby. The Company hereby irrevocably submits to the jurisdiction
of any New York state court sitting in the Borough of Manhattan in The City of
New York or any Federal court sitting in the Borough of Manhattan in The City of
New York in respect of any suit, action or proceeding arising out of or relating
to the Indenture and the Notes, and irrevocably accept for itself and in respect
of its property, generally and unconditionally, jurisdiction of the aforesaid
courts. The Company irrevocably waives, to the fullest extent that it may
effectively do so under applicable law, trial by jury and any objection which it
may now or hereafter have to the laying of the venue of any such suit, action or
proceeding brought in any such court and any claim that any such suit, action or
proceeding brought in any such court has been brought in an inconvenient forum.
Nothing herein shall affect the right of the Trustee or any Holder of the Notes
to serve process in any other manner permitted by law or to commence legal
proceedings or otherwise proceed against the Company in any other jurisdiction.

                                      B-9

<PAGE>

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

                  21.      Security. The payment of principal of and interest on
the Notes is secured by the Liens of the Security Documents pursuant to, and
subject to the terms (including the provisions of Articles X and XII) of the
Indenture and the Security Documents.

                  The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture. Request may be made to:

                                    Granite Broadcasting Corporation
                                    767 Third Avenue
                                    34th Floor
                                    New York, New York 10017

                                      B-10

<PAGE>

                                 ASSIGNMENT FORM

                  To assign this Note, fill in the form below:

                  (I) or (we) assign and transfer this Note to

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or type assignee's name address and zip code)

and irrevocably appoint ________________________________________________________
agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him.

                  Date: _____________________

                              Your Signature: __________________________________
                                              (Sign exactly as your name appears
                                              on the face of this Note)

                  Signature Guarantee: _________________________________________
                                       (Participant in recognized signature
                                       guarantee medallion program)

                  Social Security Number or
                  Taxpayer Identification Number: ______________________________

                                      B-11

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you wish to elect to have all or any portion of this Note
purchased by the Company pursuant to Section 4.10 ("Net Proceeds Offer") or
Section 4.15 ("Change of Control Offer") or Section 4.19 ("Loss Proceeds Offer")
or Section 4.22 ("Special Notes Offer") of the Indenture, check the applicable
boxes:

<TABLE>
<S>                            <C>                         <C>                         <C>
[ ] Net Proceeds               [ ] Change of Control       [ ] Loss Proceeds           [ ] Special Notes
Offer:                         Offer:                      Offer:                      Offer:

in whole            [ ]        in whole            [ ]     in whole            [ ]     in whole            [ ]

in part             [ ]        in part             [ ]     in part             [ ]     in part             [ ]

Amount to be                   Amount to be                Amount to be                Amount to be
purchased: $___________        purchased: $___________     purchased: $___________     purchased: $___________
</TABLE>

                  Dated: ___________  Signature: _______________________________
                                                 (Sign exactly as your name
                                                 appears on the other side of
                                                 this Note)

                  Signature Guarantee: _________________________________________
                                       (Participant in recognized signature
                                       guarantee medallion program)

                  Social Security Number or
                  Taxpayer Identification Number:_______________________________

                                      B-12

<PAGE>

                                                                       EXHIBIT C

                                    GUARANTEE

                  For value received, the undersigned hereby unconditionally
guarantees, as principal obligor and not only as a surety, to the Holder of this
Note the cash payments in United States dollars of principal of, premium, if
any, and interest on this Note (and including Additional Interest payable
thereon) in the amounts and at the times when due and interest on the overdue
principal, premium, if any, and interest, if any, of this Note, if lawful, and
the payment or performance of all other Obligations of the Company under the
Indenture (as defined below) or the Note, to the Holder of this Note and the
Trustee, all in accordance with and subject to the terms and limitations of this
Note, Article Eleven of the Indenture and this Guarantee. This Guarantee will
become effective in accordance with Article Eleven of the Indenture and its
terms shall be evidenced therein. The validity and enforceability of this
Guarantee shall not be affected by the fact that it is not affixed to any
particular Note. Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Indenture dated as of December 22, 2003, among
Granite Broadcasting Corporation, a Delaware corporation, as issuer (the
"Company"), each of the Guarantors named therein and The Bank of New York, as
trustee (the "Trustee") (as amended or supplemented, the "Indenture").

                  THIS GUARANTEE 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 LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby
agrees to submit to the jurisdiction of the courts of the State of New York in
any action or proceeding arising out of or relating to this Guarantee.

                  This Guarantee is subject to release upon the terms set forth
in the Indenture.

                               [GUARANTOR]

                               By: _____________________________________________
                                   Name:
                                   Title:

                                      C-1

<PAGE>

                                                                    EXHIBIT D(1)

                        FORM OF REGULATION S CERTIFICATE

                                                 _________________,_____________

The Bank of New York
101 Barclay Street, Floor 8W
New York, New York 10286

Attention: Corporate Trust Trustee Administration

                  Re:      Granite Broadcasting Corporation (the "Company")
                           9 3/4% Senior Secured Notes due 2010 (the "Notes")

Dear Sirs:

                  This letter relates to U.S. $ ______________ principal amount
at maturity of Notes represented by a certificate (the "Legended Certificate")
which bears a legend outlining restrictions upon transfer of such Legended
Certificate. Pursuant to Section 2.1 of the Indenture (the "Indenture") dated as
of December 22, 2003 relating to the Notes, we hereby certify that we are (or we
will hold such securities on behalf of) a person outside the United States to
whom the Notes could be transferred in accordance with Rule 904 of Regulation S
promulgated under the U.S. Securities Act of 1933, as amended.

                  You and the Company are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby. Terms used in this letter have the
meanings set forth in Regulation S.

                                      Very truly yours,

                                      [Name of Holder]

                                      By: ______________________________________
                                          Authorized Signature

                                     D(1)-1

<PAGE>

                                                                    EXHIBIT D(2)

                           CERTIFICATE TO BE DELIVERED
               UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES

                                                       _________________, ______

The Bank of New York
101 Barclay Street, Floor 8W
New York, New York 10286

Attention: Corporate Trust Trustee Administration

                  Re:      Granite Broadcasting Corporation (the "Company")
                           9 3/4% Senior Secured Notes due 2010 (the "Notes")

Dear Sirs:

                  This Certificate relates to $ _____________ principal amount
of Notes held in *____ book-entry or * _____ certificated form by
_____________________(the "Transferor").

                  The Transferor:*

                  [ ] has requested the Trustee by written order to deliver in
         exchange for its beneficial interest in the Global Note held by the
         Depositary a Note or Notes in certificated, registered form of
         authorized denominations in an aggregate principal amount equal to its
         beneficial interest in such Global Note (or the portion thereof
         indicated above); or

                  [ ] has requested the Trustee by written order to exchange or
         register the transfer of a Note or Notes.

                  In connection with such request and in respect of each such
Note, the Transferor does hereby certify that Transferor is familiar with the
Indenture relating to the above captioned Notes and as provided in Section 2.6
of such Indenture, the transfer of this Note does not require registration under
the Securities Act (as defined below) because:*

                  [ ] Such Note is being acquired for the Transferor's own
         account, without transfer.

                  [ ] Such Note is being transferred to a "qualified
         institutional buyer" (as defined in Rule 144A under the Securities Act
         of 1933, as amended (the "Securities Act")) in reliance on Rule 144A.

----------
*        Check applicable box

                                     D(2)-1

<PAGE>

                  [ ] Such Note is being transferred to an "Accredited Investor"
         (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities
         Act) in accordance with Regulation D under the Securities Act.

                  [ ] Such Note is being transferred pursuant to an exemption
         from registration in accordance with Regulation S under the Securities
         Act.

                  [ ] Such Note is being transferred in accordance with Rule 144
         under the Securities Act, or pursuant to an effective registration
         statement under the Securities Act.

                  [ ] Such Note is being transferred in reliance on and in
         compliance with an exemption from the registration requirements of the
         Securities Act, other than Rule 144A, 144 or Rule 904 under the
         Securities Act. An Opinion of Counsel to the effect that such transfer
         does not require registration under the Securities Act accompanies this
         Certificate.

                              Very truly yours,

                              __________________________________________________
                                [INSERT NAME OF TRANSFEROR]

                              By: ______________________________________________
                                  Name:
                                  Title

Date: _____________

                                     D(2)-2

<PAGE>

                                                                       EXHIBIT E

                            FORM OF CERTIFICATE TO BE
                          DELIVERED IN CONNECTION WITH
                    TRANSFERS TO NON QIB ACCREDITED INVESTORS

                                                           ______________, _____

The Bank of New York
101 Barclay Street, Floor 8W
New York, New York 10286

Attention: Corporate Trust Trustee Administration

                  Re:      Granite Broadcasting Corporation (the "Company")
                           9 3/4% Senior Secured Notes due 2010 (the "Notes")

Dear Sirs:

                  In connection with our proposed purchase of 9 3/4% Senior
Secured Notes due 2010 (the "Notes") of the Company, we confirm that:

                  We understand that any subsequent transfer of the Notes is
subject to certain restrictions and conditions set forth in the Indenture dated
as of December 22, 2003 relating to the Notes (the "Indenture") and the
undersigned agrees to be bound by, and not to resell, pledge or otherwise
transfer the Notes except in compliance with such restrictions and conditions
and the Securities Act of 1933, as amended (the "Securities Act").

                  We understand that the Notes have not been registered under
the Securities Act or any other applicable securities law, and that the Notes
may not be offered, sold or otherwise transferred except as permitted in the
following sentence. We agree, on our own behalf and on behalf of any accounts
for which we are acting as hereinafter stated, that if we should offer, sell,
transfer, pledge, hypothecate or otherwise dispose of any Notes within two years
after the original issuance of the Notes, we will do so only (A) to the Company
or any Subsidiary thereof, (B) inside the United States to a "qualified
institutional buyer" in compliance with Rule 144A under the Securities Act, (C)
inside the United States to an institutional "accredited investor" (as defined
below) that, prior to such transfer, furnishes to you a signed letter
substantially in the form of this letter, (D) outside the United States to a
foreign person in compliance with Rule 904 of Regulation S under the Securities
Act, (E) pursuant to the exemption from registration provided by Rule 144 under
the Securities Act (if available) (F) in accordance with another exemption from
the registration requirements of the Securities, or (G) pursuant to an effective
registration statement under the Securities Act, and we further agree to provide
to any person purchasing any of the Notes from us a notice advising such
purchaser that resales of the Notes are restricted as stated herein and in the
Indenture.

                  We understand that, on any proposed transfer of any Notes
prior to the later of the original issue date of the Securities and the last
date the Notes were held by an affiliate of the Company

                                      E-1

<PAGE>

pursuant to paragraphs 2(C), 2(D) and 2(E) above, we will be required to furnish
to you and the Company such certifications, legal opinions and other information
as you and the Company may reasonably require to confirm that the proposed
transfer complies with the foregoing restrictions. We further understand that
the Notes purchased by us will bear a legend to the foregoing effect.

                  We are an institutional "accredited investor" (as defined in
Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and have such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of our investment in the Notes, and we and any
accounts for which we are acting are acquiring the Notes for investment purposes
and not with a view to, or offer of sale in connection with, any distribution in
violation of the Securities Act, and we are each able to bear the economic risk
of our or its investment.

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

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

                                      Very truly yours,

                                      (Name of Transferee)

                                      By: ______________________________________
                                             Authorized Signature

                                      E-2

<PAGE>

                                                                       EXHIBIT F

                       FORM OF CERTIFICATE TO BE DELIVERED
                          IN CONNECTION WITH TRANSFERS
                            PURSUANT TO REGULATION S

                                                       ________________, ______

The Bank of New York
Attention: Corporate Trust Trustee Administration
101 Barclay Street, Floor 8W
New York, New York 10286

                  Re:      Granite Broadcasting Corporation (the "Company")
                           9 3/4% Senior Secured Notes due 2010 (the "Notes")

Dear Sirs:

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

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

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

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

                  (4)      the transaction is not part of a plan or scheme to
         evade the registration requirements of the U.S. Securities Act of 1913.

                                      F-1

<PAGE>

                  You and the Company are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby. Terms used in this letter have the
meanings set forth in Regulation S.

                                        Very truly yours,

                                        [Name of Transferor]

                                        By: ____________________________________
                                               Authorized Signature

                                      F-2