




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





                                RADIO ONE, INC.,
                                     Issuer


                     12% Senior Subordinated Notes Due 2004



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


                                    INDENTURE


                            Dated as of May 15, 1997


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


                    UNITED STATES TRUST COMPANY OF NEW YORK,
                                     Trustee





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<PAGE>



                              CROSS-REFERENCE TABLE

  
  TIA                                                       Indenture
Section                                                      Section
-------                                                     ---------
310(a)(1)                  ..............................     7.10
   (a)(2)                  ..............................     7.10
   (a)(3)                  ..............................     N.A.
   (a)(4)                  ..............................     N.A.
   (b)                     ..............................     7.08; 7.10
   (c)                     ..............................     N.A.
311(a)                     ..............................     7.11
   (b)                     ..............................     7.11
   (c)                     ..............................     N.A.
312(a)                     ..............................     2.05
   (b)                     ..............................     13.03
   (c)                     ..............................     13.03
313(a)                     ..............................     7.06
   (b)(1)                  ..............................     N.A.
   (b)(2)                  ..............................     7.06
   (c)                     ..............................     13.02
   (d)                     ..............................     7.06
314(a)                     ..............................     4.02;
                                                              4.14; 13.02
   (b)                     ..............................     N.A.
   (c)(1)                  ..............................     13.04
   (c)(2)                  ..............................     13.04
   (c)(3)                  ..............................     N.A.
   (d)                     ..............................     N.A.
   (e)                     ..............................     13.05
   (f)                     ..............................     4.14
315(a)                     ..............................     7.01
   (b)                     ..............................     7.05; 13.02
   (c)                     ..............................     7.01
   (d)                     ..............................     7.01
   (e)                     ..............................     6.11
316(a)(last sentence)      ..............................     13.06
   (a)(1)(A)               ..............................     6.05
   (a)(1)(B)               ..............................     6.04
   (a)(2)                  ..............................     N.A.
   (b)                     ..............................     6.07
317(a)(1)                  ..............................     6.08
   (a)(2)                  ..............................     6.09
   (b)                     ..............................     2.04
318(a)                     ..............................     13.01

                           N.A. means Not Applicable.

----------
Note:  This  Cross-Reference  Table shall not, for any purpose,  be deemed to be
part of the Indenture.

<PAGE>



                                TABLE OF CONTENTS


                                 ARTICLE 1 Page                       Page
                                                                      ----
                   Definitions and Incorporation by Reference
                   ------------------------------------------

SECTION 1.01.     Definitions .....................................     1
SECTION 1.02.     Other Definitions ...............................    23
SECTION 1.03.     Incorporation by Reference of Trust
                             Indenture Act ........................    23
SECTION 1.04.     Rules of Construction ...........................    24

                                    ARTICLE 2

                                 The Securities
                                 --------------

SECTION 2.01.     Form and Dating ................................     24
SECTION 2.02.     Execution and Authentication ...................     25
SECTION 2.03.     Registrar and Paying Agent .....................     25
SECTION 2.04.     Paying Agent To Hold Money in Trust.............     26
SECTION 2.05.     Securityholder Lists ...........................     27
SECTION 2.06.     Transfer and Exchange ..........................     27
SECTION 2.07.     Replacement Securities .........................     28
SECTION 2.08.     Outstanding Securities .........................     28
SECTION 2.09.     Temporary Securities ...........................     29
SECTION 2.10.     Cancellation ...................................     29
SECTION 2.11.     Defaulted Interest .............................     29
SECTION 2.12.     CUSIP Number ...................................     29

                                    ARTICLE 3

                                   Redemption
                                   ----------

SECTION 3.01.     Notices to Trustee .............................     30
SECTION 3.02.     Selection of Securities To Be
                             Redeemed ............................     30
SECTION 3.03.     Notice of Redemption ...........................     31
SECTION 3.04.     Effect of Notice of Redemption .................     32
SECTION 3.05.     Deposit of Redemption Price ....................     32
SECTION 3.06.     Securities Redeemed in Part ....................     32


<PAGE>

                                                                               2

                                    ARTICLE 4

                                    Covenants
                                    ----------

SECTION 4.01.     Payment of Securities ..........................     32
SECTION 4.02.     SEC Reports ....................................     33
SECTION 4.03.     Limitation on Incurrence of Indebtedness
                             and Issuance of Preferred Stock .....     33
SECTION 4.04.     Limitation on Senior Subordinated
                             Debt ................................     35
SECTION 4.05.     Limitation on Restricted Payments...............     35
SECTION 4.06.     Limitation on Dividend and Other Payment
                             Restrictions Affecting  Restricted
                             Subsidiaries  .......................     38
SECTION 4.07.     Limitation on Certain Asset Sales ..............     40
SECTION 4.08.     Transactions with Affiliates ...................     41
SECTION 4.09.     Limitation on Restricted Subsidiary Equity
                      Interests  .................................     42
SECTION 4.10.     Change of Control ..............................     43
SECTION 4.11.     Limitation on Asset Swaps ......................     43
SECTION 4.12.     Future Subsidiary Guarantors ...................     44
SECTION 4.13.     Compliance Certificate .........................     44
SECTION 4.14.     Further Instruments and Acts ...................     44
SECTION 4.15.     Ratings for Notes ..............................     44

                                    ARTICLE 5

                                Successor Company
                                -----------------

SECTION 5.01.     When Company May Merge or Transfer
                             Assets ...............................    45

                                    ARTICLE 6

                              Defaults and Remedies
                              ---------------------

SECTION 6.01.     Events of Default ..............................     47
SECTION 6.02.     Acceleration ...................................     49
SECTION 6.03.     Other Remedies .................................     50
SECTION 6.04.     Waiver of Past Defaults ........................     50
SECTION 6.05.     Control by Majority ............................     50
SECTION 6.06.     Limitation on Suits ............................     50
SECTION 6.07.     Rights of Holders to Receive Payment ...........     51
SECTION 6.08.     Collection Suit by Trustee .....................     51
SECTION 6.09.     Trustee May File Proofs of Claim ...............     51


<PAGE>

                                                                               3

SECTION 6.10.     Priorities .....................................     52
SECTION 6.11.     Undertaking for Costs ..........................     52
SECTION 6.12.     Waiver of Stay or Extension Laws ...............     53

                                    ARTICLE 7

                                     Trustee
                                     -------

SECTION 7.01.     Duties of Trustee ..............................     53
SECTION 7.02.     Rights of Trustee ..............................     54
SECTION 7.03.     Individual Rights of Trustee ...................     55
SECTION 7.04.     Trustee's Disclaimer ...........................     56
SECTION 7.05.     Notice of Defaults .............................     56
SECTION 7.06.     Reports by Trustee to Holders ..................     56
SECTION 7.07.     Compensation and Indemnity .....................     56
SECTION 7.08.     Replacement of Trustee .........................     57
SECTION 7.09.     Successor Trustee by Merger ....................     58
SECTION 7.10.     Eligibility; Disqualification ..................     59
SECTION 7.11.     Preferential Collection of Claims
                             Against Company .....................     59

                                    ARTICLE 8

                       Discharge of Indenture; Defeasance
                       ----------------------------------

SECTION 8.01.     Discharge of Liability on Securities;
                             Defeasance ..........................     59
SECTION 8.02.     Conditions to Defeasance .......................     61
SECTION 8.03.     Application of Trust Money .....................     62
SECTION 8.04.     Repayment to Company ...........................     62
SECTION 8.05.     Indemnity for Government
                             Obligations .........................     62
SECTION 8.06.     Reinstatement ..................................     62

                                    ARTICLE 9

                                   Amendments
                                   ----------

SECTION 9.01.     Without Consent of Holders .....................     63
SECTION 9.02.     With Consent of Holders ........................     64
SECTION 9.03.     Compliance with Trust Indenture ................     65
SECTION 9.04.     Revocation and Effect of Consents
                             and Waivers .........................     65
SECTION 9.05.     Notation on or Exchange of
                             Securities ..........................     66
SECTION 9.06.     Trustee To Sign Amendments .....................     66

<PAGE>

                                                                               4

SECTION 9.07.     Payment for Consent ............................     66

                                   ARTILCE 10

                                  Subordination
                                  -------------

SECTION 10.01.    Agreement to Subordinate .......................     67
SECTION 10.02.    Liquidation, Dissolution, Bankruptcy ...........     67
SECTION 10.03.    Default on Senior Indebtedeness ................     67
SECTION 10.04.    Acceleration of Payment of Securites ...........     69
SECTION 10.05.    When Distribution Must Be Paid Over ............     69
SECTION 10.06.    Subrogation ....................................     69
SECTION 10.07.    Relative Rights ................................     70
SECTION 10.08.    Subordination May Not Be Impared By
                              Company ............................     70
SECTION 10.09.    Rights of Trustee and Paying
                              Agent ..............................     70
SECTION 10.10.    Distribution or Notice to
                              Representative .....................     71
SECTION 10.11.    Article 10 Not to Prevent Events
                              of Defaults or Limit Right
                              To Accelerate ......................     71
SECTION 10.12.    Trust Moneys Not Subordinate ...................     71
SECTION 10.13.    Trustee Entitled to Rely .......................     72
SECTION 10.14.    Trustee to Effectuate Subordination ............     72
SECTION 10.15.    Trustee Not Fiduciary for Holders
                              of Senior Debt .....................     72
SECTION 10.16.    Reliance by Holders of Senior Debt
                              on Subordination Provisions ........     73

                                   ARTICLE 11

                              Subsidiary Guaranties
                              ---------------------

SECTION 11.01.    Guaranties .....................................     73
SECTION 11.02.    Limitation on Liability ........................     75
SECTION 11.03.    Successors and Assigns .........................     76
SECTION 11.04.    No Waiver ......................................     76
SECTION 11.05.    Modification ...................................     76
SECTION 11.06.    Release of Subsidiary Guarantor ................     76

<PAGE>
                                                                               5


                                   ARTICLE 12

                      Subordination of Subsidiary Guranties
                      -------------------------------------

SECTION 12.01.    Agreement to Subordinate .......................     77
SECTION 12.02.    Liquidation, Dissolution, Bankruptcy ...........     77
SECTION 12.03.    Default on Senior Debt of
                               Subsidiary Guarantor ..............     78
SECTION 12.04.    Demand for Payment .............................     78
SECTION 12.05.    When Distribution Must Be Paid Over ............     79
SECTION 12.06.    Subrogation ....................................     79
SECTION 12.07.    Relative Rights ................................     79
SECTION 12.08.    Subordination May Not Be Impaired
                               by Company ........................     79
SECTION 12.09.    Rights of Trustee and Paying Agent .............     80
SECTION 12.10.    Distribution or Notice to
                               Representation ....................     81
SECTION 12.11.    Article 12 Not To Prevent Defaults
                               Under a Subsidiary Guarantee or
                               Limit Right to Demand Payment .....     81
SECTION 12.12.    Trustee Entitled to Rely .......................     81
SECTION 12.13.    Trustee To Effectuate Subordination ............     82
SECTION 12.14.    Trustee Not Fiduciary for Holders
                               of Senior Debt of Subsidiary
                               Guarantor .........................     82
SECTION 12.15.    Reliance by Holders of Senior Debt
                              on Subordination Provisions ........     82

                                   ARTICLE 13

                                  Miscellaneous
                                  -------------

SECTION 13.01.    Trust Indenture Act Controls ...................     82
SECTION 13.02.    Notices ........................................     83
SECTION 13.03.    Communication by Holders with Other
                              Holders ............................     83
SECTION 13.04.    Certificate and Opinion as to
                              Conditions Precedent ...............     83
SECTION 13.05.    Statements Required in Certificate
                              or Opinion .........................     84
SECTION 13.06.    When Securities Disregarded ....................     84
SECTION 13.07.    Rules by Trustee, Paying Agent and
                              Registrar ..........................     85
SECTION 13.08.    Legal Holidays .................................     85
SECTION 13.09.    Governing Law ..................................     85
SECTION 13.10.    No Recourse Against Others .....................     85

<PAGE>
                                                                               6


SECTION 13.11.    Successors .....................................     85
SECTION 13.12.    Multiple Originals .............................     85
SECTION 13.13.    Table of Contents; Headings ....................     85


Exhibit A - Form of Security
Rule 144A/Regulation S Appendix

<PAGE>



                                    INDENTURE  dated as of May 15,  1997,  among
                           RADIO  ONE,   INC.,  a  Delaware   corporation   (the
                           "Company"),  RADIO ONE  LICENSES,  INC., as guarantor
                           ("License  Sub"),  and UNITED STATES TRUST COMPANY OF
                           NEW YORK, a New York trust company (the "Trustee").


                  Each  party  agrees as  follows  for the  benefit of the other
party and for the equal and ratable  benefit of the Holders of the Company's 12%
Senior  Subordinated Notes Due 2004 (the "Initial  Securities") and, if and when
issued pursuant to a registered exchange for Initial  Securities,  the Company's
12% Senior  Subordinated Notes Due 2004 (the "Exchange  Securities") and, if and
when issued pursuant to a private exchange for Initial Securities, the Company's
12%  Senior  Subordinated  Notes Due 2004 (the  "Private  Exchange  Securities",
together  with  the  Exchange  Securities  and  the  Initial   Securities,   the
"Securities"):


                                   ARTICLE 1
                   Definitions and Incorporation by Reference
                   SECTION 1.01. Definitions.

                  "Accreted Value" means, as of any date (the "Specified Date"),
the amount provided below for each $1,000 principal amount of the Securities:

                  (i) if the Specified Date occurs on one of the following dates
         (each, a "Semi-Annual Accrual Date"), the Accreted Value will equal the
         amount set forth below for such Semi-Annual Accrual Date:

         Semi-Annual Accrual Date                           Accreted Value
         ------------------------                           --------------
November 15, 1997                                                $894.69
May 15, 1998                                                      913.37
November 15, 1998                                                 933.17
May 15, 1999                                                      954.17
November 15, 1999                                                 976.42
May 15, 2000                                                    1,000.00

         (ii) if the Specified Date occurs before the first Semi-Annual  Accrual
        Date,  the Accreted  Value will equal the sum of (a) the original  issue
        price for each  $1,000  principal  amount of the  Securities  and (b) an
        amount  equal to the  product  of (1) the  Accreted  Value for the first
        Semi-Annual  Accrual Date less such original issue price,  multiplied by
        (2) a fraction,  the  numerator  of which is the number of days from the
        Issue  Date to the  Specified  Date,  using a 360-day  year of 12 30-day

<PAGE>
                                                                               2


        months,  and the denominator of which is the number of days elapsed from
        the Issue Date to the first  Semi-Annual  Accrual Date,  using a 360-day
        year of twelve 30-day months;

         (iii) if the  Specified  Date occurs  between two  Semi-Annual  Accrual
        Dates,  the Accreted  Value will equal the sum of (a) the Accreted Value
        for the Semi-Annual  Accrual Date  immediately  preceding such Specified
        Date and (b) an amount  equal to the product of (1) the  Accreted  Value
        for the immediately following Semi-Annual Accrual Date less the Accreted
        Value for the immediately  preceding Semi-Annual Accrual Date multiplied
        by (2) a fraction, the numerator of which is the number of days from the
        immediately  preceding  Semi-Annual  Accrual Date to the Specified Date,
        using a 360-day year of 12 30-day months,  and the  denominator of which
        is 180; or

         (iv) if the Specified  Date occurs after the last  Semi-Annual  Accrual
        Date, the Accreted Value will equal $1,000.

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

                  "Affiliate"  means, with respect to any specified Person,  any
other Person directly or indirectly controlling or controlled by or under direct
or indirect  common  control with such  specified  Person.  For purposes of this
definition,  "control  of"  (including,  with  correlative  meanings,  the terms
"controlling," "controlled by" and "under common control with") any Person means
the  possession,  directly  or  indirectly,  of the power to direct or cause the
direction  of the  management  or policies of such Person,  whether  through the
ownership of voting securities,  by agreement or otherwise;  provided,  however,
that  beneficial  ownership of 10% or more of the voting  securities of a Person
shall be deemed to be control.

                  "Agent" means  NationsBank of Texas,  N.A., in its capacity as
agent for the lenders under the Credit Agreement.

                  "Asset Swap" means the  execution  of a definitive  agreement,
subject only to FCC approval and other customary 

<PAGE>
                                                                               3


closing  conditions,  that the Company in good faith believes will be satisfied,
for a  substantially  concurrent  purchase and sale,  or exchange,  of Broadcast
Assets  between the Company or any of its Wholly Owned  Restricted  Subsidiaries
and another Person or group of Affiliated  Persons;  provided that any amendment
to or waiver of any closing condition which  individually or in the aggregate is
material to the Asset Swap shall be deemed to be a new Asset Swap.

                  "Broadcast   Assets"  means  assets  used  or  useful  in  the
ownership or operation of an AM or FM radio station.

                  "Broadcast  License" means an authorization  issued by the FCC
for the operation of an AM or FM radio station.

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

                  "Cash  Equivalents"  means (i)  United  States  dollars,  (ii)
securities  issued or  directly  and fully  guaranteed  or insured by the United
States government or any agency or instrumentality  thereof having maturities of
less than one year from the date of acquisition,  (iii)  certificates of deposit
and eurodollar time deposits with maturities of less than one year from the date
of acquisition,  bankers'  acceptances with maturities of less than one year and
overnight  bank  deposits,  in each case  with any  lender  party to the  Credit
Agreement or with any  domestic  commercial  bank having  capital and surplus in
excess of  $500,000,000  and a Keefe  Bank Watch  Rating of "B" or better,  (iv)
repurchase  obligations  with a term of not more than seven days for  underlying
securities  of the types  described in clauses (ii) and (iii)  entered into with
any financial  institution meeting the qualifications  specified in clause (iii)
immediately above, (v) commercial paper having the highest rating obtainable for
Moody's  Investors  Service,  Inc. or Standard & Poor's Ratings  Services and in
each case  maturing  within nine months after the date of  acquisition  and (vi)
interests  in money  market  mutual  funds  which  invest  solely  in  assets or
securities of the type described in clauses (i)-(v) immediately above.

                  "Change  of  Control"  means  the  occurrence  of  any  of the
following:

         (i)  the  sale,  lease  or  transfer,  in one or a  series  of  related
        transactions, of all or substantially all of the Company's assets to any
        Person  or  group  (as

<PAGE>
                                                                               4


        such term is used in Section  13(d)(3) of the Exchange  Act) (other than
        any or all of the Principal Shareholders or their Related Parties);

         (ii) the adoption of a plan relating to the  liquidation or dissolution
        of the Company;

         (iii) prior to the first Public Equity Offering of the Company,  either
        (x) the Principal Shareholders and their Related Parties cease to be the
        beneficial owner of at least 35% of the voting power of the voting stock
        of the  Company  or (y) any  Person  or group  (as such  term is used in
        Section  13(d)(3)  of the  Exchange  Act) other than the  Warrantholders
        acquires, directly or indirectly, 35% or more of the voting power of the
        voting  stock  of  the  Company  by  way  of  merger,  consolidation  or
        otherwise;

         (iv)  following  the first Public Equity  Offering of the Company,  any
        Person  or  group  (as  such  term is used in  Section  13(d)(3)  of the
        Exchange Act) (other than one or more of the Principal  Shareholders and
        their Related Parties) acquires,  directly or indirectly, 35% or more of
        the voting  power of the voting stock of the Company by way of merger or
        consolidation  or otherwise;  provided,  however,  that such acquisition
        will not constitute a "Change of Control" (x) in the case of a Person or
        group  consisting  of the  Warrantholders,  if and  for so  long  as the
        Principal   Shareholders   and   Related   Parties,    individually   or
        collectively,  own at least 30% of the voting  power of the voting stock
        of the Company and have the right or ability by voting  power,  contract
        or otherwise to elect or designate  for electing a majority of the board
        of directors  of the Company,  or (y) in the case of any Person or group
        not  including any  Warrantholder,  unless or until such Person or group
        owns,  directly or  indirectly,  more of the voting  power of the voting
        stock of the Company than the Principal  Shareholders  and their Related
        Parties; or

         (v) the  Continuing  Directors  cease for any reason  (other  than as a
        result  and  during  the  continuance  of a default  under  the  Warrant
        Agreement   entitling  the   Warrantholders  to  appoint  directors)  to
        constitute a majority of the directors of the Company then in office.

                  For  purposes of this  definition,  any  transfer of an Equity
Interest of an entity that was formed for the purpose of acquiring  voting stock
of the Company  shall be

<PAGE>
                                                                               5


deemed to be a transfer of such portion of such voting stock as  corresponds  to
the portion of the equity of such entity that has been so transferred.

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

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

                  "Consolidated  Cash Interest  Expense" means,  with respect to
any period,  the amount of Consolidated  Interest Expense for such period to the
extent it represents cash  disbursements for such purpose by the Company and its
Restricted Subsidiaries during such period.

                  "Consolidated  Interest Expense" means,  without  duplication,
with  respect  to any  period,  the  sum of (a)  the  interest  expense  and all
capitalized  interest of the Company and its  Restricted  Subsidiaries  for such
period, on a consolidated basis, including, without limitation, (i) amortization
of debt discount,  (ii) the net cost under  interest rate  contracts  (including
amortization  of debt  discount),  (iii) the  interest  portion of any  deferred
payment obligation and (iv) accrued interest, plus (b) the interest component of
any Capital Lease  Obligation paid or accrued or scheduled to be paid or accrued
by the  Company  during  such  period,  determined  on a  consolidated  basis in
accordance with GAAP; provided,  however, that any dividends with respect to the
Senior Preferred Stock shall not be considered for purposes of this definition.

                  "Continuing  Director"  means  any  member  of  the  Board  of
Directors  of the Company who (i) is a member of that Board of  Directors on the
Issue Date or (ii) was  nominated  for election by either (a) one or more of the
Principal  Shareholders  (or a  Related  Party  thereof)  or (b)  the  Board  of
Directors a majority of whom were  directors at the Issue Date or whose election
or  nomination  for  election  was  previously  approved  by one or  more of the
Principal Shareholders or such directors.

                  "Credit  Agreement"  means the credit  agreement to be entered
into  between the Company and  NationsBank  of Texas,  N.A.  individually,  as a
lender, and as agent for the lenders from time to time party thereto.

<PAGE>
                                                                               6


                  "Debt to EBITDA  Ratio" means,  with respect to any date,  the
ratio of (a) the aggregate  principal amount of all outstanding  Indebtedness of
the  Company  (excluding  Hedging  Obligations,  including  interest  rate  swap
obligations,  that are  incurred  in the  ordinary  course of  business  for the
purpose of fixing or hedging  interest  rate risk with  respect to any  floating
rate Indebtedness  which Indebtedness is permitted by the terms of the Indenture
to be  outstanding)  and  its  Restricted  Subsidiaries  as of  such  date  on a
consolidated  basis,  plus the  aggregate  liquidation  preference or redemption
amount of all outstanding  Disqualified  Stock of the Company and its Restricted
Subsidiaries as of such date (excluding any such Disqualified  Stock held by the
Company of a Wholly Owned Restricted  Subsidiary),  to (b) EBITDA of the Company
and its Restricted Subsidiaries on a consolidated basis for the four most recent
full fiscal quarters ending immediately prior to such date,  determined on a pro
forma basis after giving effect to each  acquisition  or  disposition  of assets
made by the Company and its Restricted  Subsidiaries  from the beginning of such
four-quarter  period through such date as if such acquisition or disposition had
occurred at the beginning of such four-quarter period.

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

                  "Designated  Senior  Debt"  means (i) the Senior Bank Debt and
(ii) any Senior  Debt of the  Company and the  Subsidiary  Guarantors  permitted
under the  Indenture,  the  principal  amount (or accreted  value in the case of
Indebtedness  issued at a discount)  of which is $10 million or more at the time
of  designation  by the  Company  (or  otherwise  available  under  a  committed
facility) or a Subsidiary Guarantor, as the case may be, in a written instrument
delivered to the Trustee.

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

                  "Disqualified  Stock" means any Equity  Interest  that, by its
terms (or by the terms of any security into which it is convertible or for which
it is  exchangeable),  or  upon  the  happening  of  any  event,  matures  or is
mandatorily  redeemable,  pursuant to a sinking fund obligation or otherwise, or
is redeemable at the option of the holder 

<PAGE>
                                                                               7


thereof  (other  than upon a Change of Control of the  Company in  circumstances
where the holders of the Securities would have similar  rights),  in whole or in
part on or prior to one year after the stated  maturity of the  Securities.  The
amount of Disqualified Stock shall be the greater of the liquidation  preference
or mandatory or optional redemption price thereof.

                  "EBITDA"  of a specified  Person  means,  for any period,  the
consolidated net income of such specified Person and its Restricted Subsidiaries
for such period:

         (a) plus (without  duplication  and to the extent involved in computing
        such consolidated net income) (i) interest  expense,  (ii) provision for
        taxes on income or profits and (iii)  depreciation  and amortization and
        other  non-cash  items  (including  amortization  of goodwill  and other
        intangibles and barter expenses); and

         (b) minus (without  duplication and to the extent involved in computing
        such  consolidated net income) (i) any gains (or plus losses),  together
        with any related provision for taxes on such gains (or losses), realized
        in connection with any sale of assets  (including,  without  limitation,
        dispositions  pursuant  to sale and  leaseback  transactions),  (ii) any
        non-cash or  extraordinary  gains (or plus  losses),  together  with any
        related  provision  for taxes on such  extraordinary  gains (or losses),
        (iii) the amount of any cash payments  related to non-cash  charges that
        were  added  back in  determining  EBITDA in any prior  period  and (iv)
        barter revenues,

         provided, however, that

         (1) the net income of any other  Person  that is  accounted  for by the
        equity method of accounting  shall be included only to the extent of the
        amount of  dividends  or  distributions  paid in cash to such  specified
        Person whose  EBITDA is being  determined  or a Wholly Owned  Restricted
        Subsidiary thereof;

         (2) the net income of any other Person that is a Restricted  Subsidiary
        (other than a Wholly Owned Restricted  Subsidiary) or is an Unrestricted
        Subsidiary  shall  be  included  only to the  extent  of the  amount  of
        dividends or  distributions  paid in cash to such specified Person whose
        EBITDA  is being  determined  or a Wholly  Owned  Restricted  Subsidiary
        thereof;  provided  that for  purposes  of Section  4.05 only,  any such

<PAGE>
                                                                               8


        dividend or distribution  shall be excluded to the extent it has already
        been included under clause (a)(3)(D) thereof;

         (3) the net income (loss) of any other Person  acquired after the Issue
        Date in a pooling of interests  transaction  for any period prior to the
        date of such  acquisition  shall be  excluded  (to the extent  otherwise
        included); and

         (4) gains or losses  from  sales of assets  other  than sales of assets
        acquired and held for resale in the ordinary course of business shall be
        excluded (to the extent otherwise included).

All of the foregoing will determined in accordance with GAAP.

                  "Equity  Interests"  of any Person  means any and all  shares,
interests,  rights  to  purchase,  warrants,  options,  participations  or other
equivalents  of or  interests  in (however  designated)  equity of such  Person,
including any Preferred  Stock,  but excluding any debt  securities  convertible
into such  equity,  and  including,  in the case of a  partnership,  partnership
interests  (whether  general or limited) and any other interest or participation
that  confers on a Person the right to receive a share of the profits and losses
of, or distributions of assets of, such partnership.

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

                  "Existing Indebtedness" means any outstanding  Indebtedness of
the Company and its Restricted  Subsidiaries as of the Issue Date, including the
Securities.

                  "Fair  Market  Value"  means,  with  respect  to any  asset or
property,  the sale value that would be obtained in an arm's-length  transaction
between an  informed  and  willing  seller  under no  compulsion  to sell and an
informed and willing buyer under no compulsion to buy. All determinations in the
covenants  of Fair Market  Value shall be made by the Board of  Directors of the
Company and shall be  evidenced  by a  resolution  of such Board set forth in an
Officers'  Certificate  delivered  to the  Trustee,  upon which the  Trustee may
conclusively rely.

                  "FCC"  means the  Federal  Communications  Commission  and any
successor agency.

<PAGE>
                                                                               9


                  "GAAP" means generally accepted  accounting  principles in the
United States of America as in effect as of the Issue Date,  including those set
forth in (i) the opinions and pronouncements of the Accounting  Principles Board
of the American Institute of Certified Public  Accountants,  (ii) statements and
pronouncements  of the Financial  Accounting  Standards Board,  (iii) such other
statements  by such other  entity as  approved by a  significant  segment of the
accounting  profession  and (iv) the rules and  regulations of the SEC governing
the inclusion of financial statements (including pro forma financial statements)
in periodic  reports required to be filed pursuant to Section 13 of the Exchange
Act,  including  opinions and  pronouncements in staff accounting  bulletins and
similar written statements from the accounting staff of the SEC.

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

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

                  "Immediate   Family  Member"   means,   with  respect  to  any
individual, such individual's spouse (past or current),  descendants (natural or
adoptive,  of the whole or half blood) of the parents of such  individual,  such
individual's   grandparents   and  parents   (natural  or  adoptive),   and  the
grandparents,  parents and descendants of parents  (natural or adoptive,  of the
whole or half blood) of such individual's spouse (past or current).

                  "Incur"  means issue,  assume,  Guarantee,  incur or otherwise
become liable for; provided,  however, that any Indebtedness or Equity Interests
of a Person  existing at the time such Person  becomes a Subsidiary  (whether by
merger, consolidation,  acquisition or otherwise) shall be deemed to be incurred
by such  Subsidiary at the time it becomes a Subsidiary.  The term  "Incurrence"
when used as a noun shall have a correlative meaning. The accretion of principal
of a  non-interest  bearing or other  discount  security shall not be deemed the
Incurrence of Indebtedness.

                  "Indebtedness"  means, with respect to any Person,  whether or
not  contingent,  (i) all  indebtedness of such Person for borrowed money or for
the deferred  purchase  price of property or services  (other than current trade

<PAGE>
                                                                              10


liabilities  incurred  in  the  ordinary  course  of  business  and  payable  in
accordance  with  customary  practices)  or which is evidenced by a note,  bond,
debenture or similar  instrument,  (ii) all Capital  Lease  Obligations  of such
Person,  (iii) all obligations of such Person in respect of letters of credit or
bankers'  acceptances issued or created for the account of such Person, (iv) all
Hedging  Obligations of such Person, (v) all liabilities of the type referred to
in clause (i), (ii) or (iii)  immediately above which are secured by any Lien on
any  property  owned by such  Person  even if such  Person  has not  assumed  or
otherwise  become  liable for the payment  thereof to the extent of the value of
the  property  subject  to such  Lien,  and  (vi) to the  extent  not  otherwise
included,  any guarantee by such Person of any other  Person's  indebtedness  or
other obligations described in clauses (i) through (v) above; provided, however,
in no  event  shall  Senior  Preferred  Stock  (including  any and  all  accrued
dividends thereon) be considered "Indebtedness."

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

                  "Investment"  in any  Person  means  any  direct  or  indirect
advance,  loan  (other than  advances to  customers  in the  ordinary  course of
business  that are recorded as accounts  receivable  on the balance sheet of the
lender) or other  extension of credit  (including by way of Guarantee or similar
arrangement)  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 of Capital Stock, Indebtedness
or  other  similar  instruments  issued  by such  Person.  For  purposes  of the
definition of "Unrestricted Subsidiary",  the definition of "Restricted Payment"
and Section 4.05, (i) "Investment"  shall include the portion  (proportionate to
the Company's  equity  interest in such  Subsidiary) of the fair market value of
the net assets of any Subsidiary of the Company at the time that such Subsidiary
is  designated  an  Unrestricted  Subsidiary;  provided,  however,  that  upon a
redesignation of such Subsidiary as a Restricted  Subsidiary,  the Company shall
be  deemed to  continue  to have a  permanent  "Investment"  in an  Unrestricted
Subsidiary  equal  to an  amount  (if  positive)  equal  to  (x)  the  Company's
"Investment" in such Subsidiary at the time of such  redesignation  less (y) the
portion  (proportionate  to the Company's equity interest in such Subsidiary) of
the fair market value of the net assets of such  Subsidiary  at the time of such
redesignation;  and (ii) any  property  transferred  to or from an  Unrestricted
Subsidiary  shall  be  valued  at its  fair  market  value  at the 

<PAGE>
                                                                              11


time of such transfer,  in each case as determined in good faith by the Board of
Directors.

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

                  "License  Subsidiary"  means  Radio  One  Licenses,   Inc.,  a
Delaware corporation and a wholly owned subsidiary of the Company.

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

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

                  "Net  Proceeds"  means,  with respect to any Asset Sale by any
Person,  the aggregate cash proceeds  received by such Person in respect of such
Asset Sale, which amount is equal to the excess, if any, of:

         (i) the cash  received  by such  Person  (including  any cash  payments
        received by way of deferred  payment  pursuant to, or monetization of, a
        note or  installment  receivable  or  otherwise,  but  only as and  when
        received) in connection with such Asset Sale, over

         (ii) the sum of

                  (a) the  amount  of any  Indebtedness  including  any  premium
                 thereon and fees and  expenses  associated  therewith  which is
                 required  to be repaid by such Person in  connection  with such
                 Asset Sale, plus

                  (b) the out-of-pocket  expenses (1) incurred by such Person in
                 connection  with such Asset  Sale,  and (2) if such Person is a
                 Restricted Subsidiary,

<PAGE>
                                                                              12


                 incurred in connection  with the transfer of such amount to the
                 parent company or entity of such Person, plus

                  (c) provision for taxes, including income taxes,  attributable
                 to the Asset Sale or  attributable  to required  prepayments or
                 repayments  of  Indebtedness  with the  proceeds  of such Asset
                 Sale, plus

                  (d) a  reasonable  reserve  for  the  after-tax  costs  of any
                 indemnification  payments (fixed or contingent) attributable to
                 the seller's  indemnities  to the  purchaser in respect of such
                 Asset Sale  undertaken by the Company or any of its  Restricted
                 Subsidiaries in connection with such Asset Sale.

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

                  "Offer to Purchase" means a written offer (an "Offer") sent by
the Company to each Holder at his address  appearing in the Note Register on the
date of the Offer offering to purchase in cash up to the principal amount of the
Securities  specified  in such  Offer at a purchase  price  equal to 101% of the
Accreted  Value of the  Securities  plus  accrued and unpaid  interest,  if any.
Unless  otherwise  required  by  applicable  law,  the Offer  shall  specify  an
expiration  date  ("Expiration  Date") of the Offer to Purchase  which shall be,
subject to any contrary  requirements  of applicable  law, not less than 30 days
nor  more  than 60 days  after  the date of such  Offer  and a  settlement  date
("Purchase Date") for purchase of Securities within five Business Days after the
Expiration  Date. The Company shall notify the Trustee at least 15 Business Days
(or such shorter period as is acceptable to the Trustee) prior to the mailing of
the Offer of the  Company's  obligation  to make an Offer to  Purchase,  and the
Offer  shall be sent by first  class mail by the  Company  or, at the  Company's
request  and  expense,  by the  Trustee  in the name and at the  expense  of the
Company.  The Offer shall  contain  information  concerning  the business of the
Company  and its  Subsidiaries  which the  Company in good faith  believes  will
enable such  Holders to make an informed  decision  with respect to the Offer to
Purchase  (which  at a minimum  will  include  (i) the most  recent  annual  and
quarterly  financial  statements  and  "Management's  Discussion and Analysis of
Financial  Condition  and  Results of  Operations"  contained  in the  documents

<PAGE>
                                                                              13


required  to  be  filed  with  the  Trustee  pursuant  to  Section  4.02  (which
requirements  may be satisfied by delivery of such  documents  together with the
Offer),  (ii) a description of material  developments in the Company's  business
subsequent to the date of the latest of such financial statements referred to in
clause (i) (including a description of the events  requiring the Company to make
the Offer to Purchase),  (iii) if applicable,  appropriate  pro forma  financial
information  concerning  the Offer to  Purchase  and the  events  requiring  the
Company to make the Offer to Purchase and (iv) any other information required by
applicable law to be included therein.  The Offer shall contain all instructions
and materials  necessary to enable such Holders to tender Securities pursuant to
the Offer to Purchase. The Offer shall also state:

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

         (2) the Expiration Date and the Purchase Date;

         (3) the aggregate Accreted Value of the outstanding  Securities offered
        to be purchased by the Company (the "Purchase Amount") and the aggregate
        principal amount of the outstanding  Securities  offered to be purchased
        by the Company  pursuant to the Offer to  Purchase  (including,  if less
        than 100% of the  principal  amount,  the  manner by which such has been
        determined  pursuant  to the  Section  hereof  requiring  the  Offer  to
        Purchase);

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

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

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

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

<PAGE>
                                                                              14


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

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

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

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

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

<PAGE>
                                                                              15


                  Any Offer to  Purchase  will be  governed  by and  effected in
accordance with the Offer for such Offer to Purchase.

                  "Officer" means the Chairman of the Board, the President,  any
Vice President, the Treasurer or the Secretary of the Company.

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

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

                  "Permitted Investment" means:

         (i) any  Investment  in the  Company  or any  Wholly  Owned  Restricted
        Subsidiary:

         (ii) any Investment in Cash Equivalents;

         (iii) any  Investment  in a Person if, as a result of such  Investment,
        (a) such Person  becomes a Wholly  Owned  Restricted  Subsidiary  of the
        Company,  or (b) such  Person  either  (1) is  merged,  consolidated  or
        amalgamated  with  or  into  the  Company  or one of  its  Wholly  Owned
        Restricted  Subsidiaries and the Company or such Wholly Owned Restricted
        Subsidiary is the Surviving  Person or the  Surviving  Person  becomes a
        Wholly Owned Restricted  Subsidiary,  or (2) transfers or conveys all or
        substantially  all of its assets to, or is liquidated  into, the Company
        or one of its Wholly Owned Restricted Subsidiaries;

         (iv) any  Investment in accounts and notes  receivable  acquired in the
        ordinary course of business;

         (v) notes from employees issued to the Company  representing payment of
        the exercise price of options to purchase  capital stock of the Company;
        and

         (vi)  Investments in  Unrestricted  Subsidiaries  represented by Equity
        Interests  (other  than  Disqualified  Stock)  or  assets  and  property
        acquired  in exchange  for Equity  Interests  (other  than  Disqualified
        Stock) of the Company.

<PAGE>
                                                                              16


                  Any Investment in an  Unrestricted  Subsidiary  shall not be a
Permitted  Investment  unless  permitted  pursuant to any of clauses (i) through
(vi) above.

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

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

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

                  "Principal  Shareholders" means Catherine L. Hughes and Alfred
C. Liggins, III and their respective estates, executors and heirs.

                  "Public Equity Offering" means an underwritten  primary public
offering of common stock of the Company  pursuant to an  effective  registration
statement under the Securities Act.

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

                  "Purchase  Money Lien" means any Lien securing solely Purchase
Money Indebtedness.

                  "Refinancing  Indebtedness"  means  (i)  Indebtedness  of  the
Company or any Restricted  Subsidiary  incurred or given in exchange for, or the
proceeds of which are used to extend,  refinance,  renew,  replace,  substitute,
defease or refund,  any other Indebtedness or Disqualified Stock incurred by the
Company in accordance with the terms of this Indenture, and (ii) Indebtedness of
any Restricted  Subsidiary incurred or given in exchange for, or the proceeds of
which are used to extend,  refinance,  renew,  replace,  substitute,  defease or
refund,  any other  Indebtedness  or  Disqualified  Stock of the  Company or any

<PAGE>
                                                                              17


Restricted Subsidiary in accordance with the terms of this Indenture.

                  "Registration  Rights Agreement" means the Registration Rights
Agreement  dated May 14, 1997,  among the Company,  License  Subsidiary,  Credit
Suisse First Boston and NationsBank Capital Markets, Inc.

                  "Related  Party"  with  respect to any  Principal  Shareholder
means (i) any 80% (or more) owned  Subsidiary or Immediate Family Member (in the
case of an  individual) of such  Principal  Shareholder or (ii) any Person,  the
beneficiaries, stockholders, partners, owners or Persons beneficially holding an
80% or more controlling interest of which consist of such Principal  Shareholder
or an Immediate Family Member,  or (iii) any Person employed by the Company in a
management capacity as of the Issue Date.

                  "Representative" means any Vice President or other more senior
officer of the Agent in respect of the Senior Bank Debt,  or any trustee,  agent
or  representative  (if any) for any other issue of Senior  Indebtedness  of the
Company.

                  "Restricted  Payment" with respect to any Person means (i) the
declaration or payment of any dividends or any other  distributions  of any sort
in respect of its Equity Interests (including any payment in connection with any
merger or consolidation  involving such Person) or similar payment to the direct
or indirect holders of its Equity Interests  (other than  distributions  payable
solely in its Equity Interests (other than Disqualified  Stock) and dividends or
distributions  payable  solely to the Company or a  Restricted  Subsidiary,  and
other than pro rata dividends or other  distributions  made by a Subsidiary that
is not a Wholly Owned Restricted  Subsidiary to minority stockholders (or owners
of an  equivalent  interest in the case of a Subsidiary  that is an entity other
than a  corporation)),  (ii) the purchase,  redemption or other  acquisition  or
retirement  for value of any Equity  Interests of the Company held by any Person
or of any Equity  Interests of a Restricted  Subsidiary held by any Affiliate of
the Company (other than a Restricted Subsidiary),  including the exercise of any
option to exchange any Equity  Interests (other than its Equity Interests of the
Company  that  is not  Disqualified  Stock),  (iii)  the  purchase,  repurchase,
redemption,  defeasance or other  acquisition or retirement for value,  prior to
scheduled maturity, scheduled repayment or scheduled sinking fund payment of any
Subordinated  Debt (other than the purchase,  repurchase or other acquisition of
Subordinated  Debt  purchased  in  anticipation  of  satisfying  a sinking  fund
obligation, principal installment or final

<PAGE>
                                                                              18


maturity,  in each case due within one year of the date acquisition) or (iv) the
making of any Investment in any Person (other than a Permitted Investment).

                  "Restricted  Subsidiary"  means any  Subsidiary of the Company
that is not an Unrestricted Subsidiary.

                  "SEC" means the Securities and Exchange Commission.

                  "Secured Debt" means any  Indebtedness  of the Company secured
by a Lien.

                  "Securities" means the Securities issued under this Indenture.

                  "Senior Bank Debt" means the Indebtedness Incurred pursuant to
the Credit  Agreement and any other agreement that replaces the Credit Agreement
or otherwise refunds or refinances any or all of the indebtedness thereunder.

                  "Senior Debt":

         (i)  with  respect  to the  Company,  the  principal  of  and  interest
        (including post-petition interest whether or not allowed as a claim) on,
        and all other amounts owing in respect of  Indebtedness  permitted to be
        incurred by the Company under the terms of this Indenture, including the
        Credit  Agreement,  (including  but not limited to  reasonable  fees and
        expenses of counsel and all other charges, fees and expenses incurred in
        connection with such  Indebtedness),  whether  presently  outstanding or
        hereafter created,  incurred or assumed,  unless the instrument creating
        or evidencing such  Indebtedness or pursuant to which such  Indebtedness
        is outstanding  expressly provides that such Indebtedness is on a parity
        with or subordinated in right of payment to the Securities; and

         (ii) with respect to any  Subsidiary  Guarantor,  the  principal of and
        interest  (including  postpetition  interest whether or not allowed as a
        claim)  on,  and all other  amounts  owing in  respect  of  Indebtedness
        permitted to be incurred by such Subsidiary Guarantor under the terms of
        this  Indenture,  including  the Credit  Agreement,  (including  but not
        limited  to  reasonable  fees and  expenses  of  counsel  and all  other
        charges,   fees  and   expenses   incurred  in   connection   with  such
        Indebtedness),  whether  presently  outstanding  or  hereafter  created,
        incurred or assumed,  unless the instrument  created or evidencing  such
        Indebtedness  or 

<PAGE>
                                                                              19


        pursuant to which such  Indebtedness is outstanding  expressly  provides
        that such  Indebtedness  is on a parity with or subordinated in right of
        payment to the Subsidiary Guarantee of such Subsidiary Guarantor.

                  Notwithstanding  the foregoing,  Senior Debt shall not include
(A) any  Indebtedness  consisting of Disqualified  Stock,  (B) any liability for
federal, state, local, or other taxes, (C) any Indebtedness among or between the
Company,  any Restricted  Subsidiary or any of their  Affiliates,  (D) any trade
payables and any  Indebtedness  to trade  creditors  (other than amounts accrued
thereon)  incurred  for the  purchase  of goods or  materials,  or for  services
obtained,  in the  ordinary  course  of  business  or any  Obligations  to trade
creditors in respect of any such  Indebtedness,  or (E) any Indebtedness that is
incurred in violation of this Indenture.

                  "Senior  Preferred  Stock"  means the  Company's  Series A 15%
Cumulative Redeemable Preferred Stock issued on the Issue Date.

                  "Senior  Subordinated  Indebtedness" means (i) with respect to
the  Company,  the  Securities  and any other  Indebtedness  of the Company that
specifically  provides  that such  Indebtedness  is to rank pari  passu with the
Securities in right of payment and is not  subordinated by its terms in right of
payment to any  Indebtedness  or other  obligation  of the Company  which is not
Senior Debt of the Company and (ii) with respect to a Subsidiary Guarantor,  its
Guarantee  of the  Securities  and any  other  Indebtedness  of such  Subsidiary
Guarantor  that  specifically  provides that such  Indebtedness  is to rank pari
passu with such  Guarantee  in right of payment and is not  subordinated  by its
terms in right of  payment  to any  Indebtedness  or other  obligations  of such
Subsidiary Guarantor which is not Senior Debt of such Subsidiary Guarantor.

                  "Significant  Subsidiary" means any Restricted Subsidiary that
would be a  "Significant  Subsidiary"  of the Company within the meaning of Rule
1-02 under Regulation S-X promulgated by the SEC.

                  "Subordinated Debt" means any Indebtedness of the Company or a
Subsidiary  Guarantor if the instrument creating or evidencing such Indebtedness
or pursuant to which such  Indebtedness is outstanding  expressly  provides that
such  Indebtedness  is (i) if incurred by the Company,  subordinated in right of
payment  to the  Securities,  or (ii) if  incurred  by a  Subsidiary  Guarantor,
subordinated in right of payment to the Subsidiary  Guarantee of such Subsidiary
Guarantor.

<PAGE>
                                                                              20


                  "Subsidiary"   means,   with   respect  to  any  Person,   any
corporation,  association or other business entity of which more than 50% of the
total voting power of all Voting Equity  Interests  entitled  (without regard to
the  occurrence  of any  contingency)  to vote  in the  election  of  directors,
managers  or trustees or other  governing  body  thereof is at the time owned or
controlled by such Person (regardless of whether such Equity Interests are owned
directly  or  through  one or  more  other  Subsidiaries  of  such  Person  or a
combination thereof).

                  "Subsidiary  Guarantee"  means the  guarantee  by a Subsidiary
Guarantor of the Company's  obligations with respect to the Securities contained
in Article 11 hereof.

                  "Subsidiary  Guarantors"  means  License  Subsidiary  and each
other Subsidiary of the Company that,  pursuant to the terms hereof,  executes a
supplemental  indenture  in a form  reasonably  satisfactory  to the Trustee and
thereby becomes bound under Article 11 hereof.

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

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S.C.  ss.ss.
77aaa-77bbbb)  as in effect on the date of this  Indenture,  except as otherwise
provided in Section 9.03.

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

                  "Trust Officer" means the Chairman of the Board, the President
or any other officer or assistant officer of the Trustee assigned by the Trustee
to administer  its  corporate  trust matters and with respect to the Senior Bank
Debt as notified to the Agent in writing from time to time by the Trustee.

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

                  "Unrestricted  Subsidiary"  means  (i) any  Subsidiary  of the
Company that at the time of  determination  shall be an Unrestricted  Subsidiary
(as designated by the Board of Directors of the Company,  as provided below) and
(ii) any direct or indirect Subsidiary of an Unrestricted Subsidiary.  The Board
of  Directors  of the  Company  may  designate  any  Subsidiary  of the  Company
(including any newly acquired or

<PAGE>
                                                                              21


newly  formed  Subsidiary)  to be an  Unrestricted  Subsidiary  if  all  of  the
following  conditions  apply:  (a) neither the Company nor any of its Restricted
Subsidiaries  provides  credit support for any  Indebtedness  of such Subsidiary
(including   any   undertaking,   agreement  or   instrument   evidencing   such
Indebtedness)  other than capital  contributions  or other  Restricted  Payments
permitted  under Section 4.05,  (b) such  Subsidiary is not liable,  directly or
indirectly,  with respect to any Indebtedness other than Unrestricted Subsidiary
Indebtedness,  (c) such Unrestricted Subsidiary is not a party to any agreement,
contract,  arrangement  or  understanding  at such time with the  Company or any
Restricted  Subsidiary of the Company except for  transactions  with  affiliates
permitted by the terms of this Indenture unless the terms of any such agreement,
contract,  arrangement or understanding  are no less favorable to the Company or
such  Restricted  Subsidiary  than those that might be obtained at the time from
Persons who are not  Affiliates  of the Company (the "Third Party Value") or, in
the event such condition is not  satisfied,  an amount equal to the value of the
portion  of such  agreement,  contract,  arrangement  or  understanding  to such
Subsidiary  in excess  of the Third  Party  Value  shall be deemed a  Restricted
Payment,  and (d) such Unrestricted  Subsidiary does not own any Equity Interest
in or  Indebtedness  of any  Subsidiary of the Company that has not  theretofore
been and is not simultaneously being designated an Unrestricted Subsidiary.  Any
such  designation by the Board of Directors of the Company shall be evidenced to
the Trustee by filing with the Trustee of a board  resolution  giving  effect to
such designation and an Officers'  Certificate  certifying that such designation
complies  with the foregoing  conditions.  The Board of Directors of the Company
may designate any Unrestricted Subsidiary as a Restricted Subsidiary;  provided,
however,  that (i)  immediately  after giving  effect to such  designation,  the
Company could incur $1.00 of additional Indebtedness pursuant to Section 4.03(a)
and (ii) all Indebtedness of such Unrestricted  Subsidiary shall be deemed to be
incurred on the date such Subsidiary is designated a Restricted Subsidiary.

                  "Unrestricted  Subsidiary  Indebtedness"  of any  Unrestricted
Subsidiary  means  Indebtedness of such  Unrestricted  Subsidiary  (other than a
guarantee of Indebtedness of the Company or any Restricted  Subsidiary  which is
non-recourse  to the Company and its  Restricted  Subsidiaries)  (i) as to which
neither the  Company nor any  Restricted  Subsidiary  is directly or  indirectly
liable (by virtue of the  Company or any such  Restricted  Subsidiary  being the
primary  obligor on,  guarantor of, or otherwise  liable in any respect to, such
Indebtedness)  and (ii) which, 

<PAGE>
                                                                              22


upon the  occurrence of a default with respect  thereto,  does not result in, or
permit  any  holder  of any  Indebtedness  of  the  Company  or  any  Restricted
Subsidiary  to  declare,  a default on such  Indebtedness  of the Company or any
Restricted  Subsidiary or cause the payment thereof to be accelerated or payable
prior to its stated maturity.

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

                  "Voting  Equity  Interest"  of a Person  means all  classes of
Equity Interest or other  interests  (including  partnership  interests) of such
Person then outstanding and normally  entitled (without regard to the occurrence
of any  contingency) to vote in the election of directors,  managers or trustees
thereof.

                  "Warrant Agreement" means the Warrantholders'  Agreement dated
as of June 6,  1995,  as  amended  from  time to time,  among the  Company,  the
Principal Shareholders, Jerry Moore and the Warrantholders.

                  "Warrantholders" means the holders of warrants issued pursuant
to the Warrant Agreement and, in the case of any such holders,  shares of Common
Stock issued in exchange therefor.

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

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

<PAGE>
                                                                              23


                        SECTION 1.02. Other Definitions.


                                                      Defined in
                  Term                                 Section
                  ----                                 -------

         "Affiliate Transaction"........................ 4.08
         "Asset Sale"....................................4.07
         "Bankruptcy Law"............................... 6.01
         "Blockage Notice"............................. 10.03
         "covenant defeasance option".................8.01(b)
         "Custodian".................................... 6.01
         "Event of Default"............................. 6.01
         "legal defeasance option"....................8.01(b)
         "Legal Holiday"............................... 13.08
         "pay the Securities".......................... 10.03
         "Paying Agent"................................. 2.03
         "Payment Blockage Period"..................... 10.03
         "Registrar".................................... 2.03
         "Successor Company"............................ 5.01


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

                  "Commission" means the SEC;

                  "indenture securities" means the Securities;

                  "indenture security holder" means a Securityholder;

                  "indenture to be qualified" means this Indenture;

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

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

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

<PAGE>
                                                                              24


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

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

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

                  (3) "or" is not exclusive;

                  (4) "including" means including without limitation;

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

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

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

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

                  (9) all references to the date the Securities  were originally
         issued shall refer to the date the Initial  Securities  were originally
         issued.


                                   ARTICLE 2

                                 The Securities
                                 --------------

                  SECTION  2.01.  Form and  Dating.  Provisions  relating to the
Initial Securities,  the Private Exchange Securities and the Exchange Securities
are set  forth in the Rule  144A/Regulation  S  Appendix  attached  hereto  (the
"Appendix")  which is hereby  incorporated  in and  expressly  made part of this
Indenture.   The  Initial   Securities   and  the   Trustee's   certificate   of
authentication  shall be  substantially in the form of Exhibit 1 to the Appendix
which is hereby incorporated in and expressly made a part of this Indenture. The
Exchange   Securities,   the  Private  Exchange 

<PAGE>
                                                                              25


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

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

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

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

                  The Trustee  shall  authenticate  and deliver  Securities  for
original issue in an aggregate  principal amount of $85,478,000,  upon a written
order of the  Company  signed by two  Officers  or by an  Officer  and either an
Assistant Treasurer or an Assistant  Secretary of the Company.  Such order shall
specify the amount of the Securities to be  authenticated  and the date on which
the original issue of Securities is to be authenticated.

                  The  Trustee may appoint an  authenticating  agent  reasonably
acceptable to the Company to authenticate the Securities.  Unless limited by the
terms of such appointment,  an authenticating agent may authenticate  Securities
whenever  the  Trustee  may  do  so.  Each   reference  in  this   Indenture  to
authentication  by  the  Trustee  includes  authentication  by  such  agent.  An
authenticating agent has the same rights as any Registrar, Paying Agent or agent
for service of notices and demands.

                  SECTION 2.03.  Registrar  and Paying Agent.  The Company shall
maintain an office or agency where  Securities may be presented for registration
of transfer or for

<PAGE>
                                                                              26


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

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

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

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

                  Any money deposited with any Paying Agent, or then held by the
Company or a Subsidiary in trust for the payment of principal or interest on any
Security and remaining unclaimed for two years after such principal and interest
has become due and payable  shall be paid to the Company at its request,  or, if
then held by the Company or a Subsidiary,  shall be discharged  from such trust;
and the

<PAGE>
                                                                              27


Securityholders shall thereafter,  as unsecured general creditors,  look only to
the Company for payment  thereof,  and all  liability  of the Paying  Agent with
respect to such money,  and all  liability of the Company or such  Subsidiary as
trustee thereof, shall thereupon cease.

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

                  SECTION 2.06.  Transfer and Exchange.  The Securities shall be
issued in registered form and shall be transferable only upon the surrender of a
Security  for  registration  of  transfer.  When a Security is  presented to the
Registrar or a co-registrar with a request to register a transfer, the Registrar
shall register the transfer as requested if the requirements of Section 8-401(1)
of the Uniform  Commercial  Code are met. When  Securities  are presented to the
Registrar  or a  co-registrar  with a  request  to  exchange  them  for an equal
principal amount of Securities of other denominations,  the Registrar shall make
the  exchange  as  requested  if  the  same  requirements  are  met.  To  permit
registration  of transfers  and  exchanges,  the Company  shall  execute and the
Trustee shall  authenticate  Securities  at the  Registrar's  or  co-registrar's
request.  The Company may require  payment of a sum sufficient to pay all taxes,
assessments  or other  governmental  charges in connection  with any transfer or
exchange pursuant to this Section. The Company shall not be required to make and
the Registrar  need not register  transfers or exchanges of Securities  selected
for  redemption  (except,  in the case of Securities to be redeemed in part, the
portion  thereof not to be redeemed) or any  Securities  for a period of 15 days
before a selection  of  Securities  to be redeemed or 15 days before an interest
payment date.

                  Prior to the due  presentation for registration of transfer of
any Security,  the Company,  the Trustee, the Paying Agent, the Registrar or any
co-registrar  may  deem  and  treat  the  person  in whose  name a  Security  is
registered  as the absolute  owner of such Security for the purpose of receiving
payment of principal of and interest on such Security and for all other purposes
whatsoever,  whether or not such  Security is overdue,  and none of the Company,
the

<PAGE>
                                                                              28


Trustee,  the Paying Agent, the Registrar or any co-registrar  shall be affected
by notice to the contrary.

                  All Securities  issued upon any transfer or exchange  pursuant
to the terms of this  Indenture will evidence the same debt and will be entitled
to the same benefits  under this Indenture as the  Securities  surrendered  upon
such transfer or exchange.

                  SECTION 2.07. Replacement Securities.  If a mutilated Security
is surrendered  to the Registrar or if the Holder of a Security  claims that the
Security has been lost,  destroyed or wrongfully  taken, the Company shall issue
and the Trustee shall authenticate a replacement Security if the requirements of
Section 8-405 of the Uniform  Commercial  Code are met and the Holder  satisfies
any other reasonable  requirements of the Trustee. If required by the Trustee or
the Company,  such Holder  shall  furnish an indemnity  bond  sufficient  in the
judgment of the Company and the Trustee to protect the Company, the Trustee, the
Paying Agent, the Registrar and any co-registrar from any loss which any of them
may suffer if a Security is replaced. The Company and the Trustee may charge the
Holder  for  their  expenses  in  replacing  a  Security.  In the event any such
mutilated,  lost,  destroyed or wrongfully taken Security has become or is about
to become due and payable,  the Company in its  discretion may pay such Security
instead of issuing a new Security in replacement thereof.

                  Every replacement Security is an additional  obligation of the
Company.

                  SECTION 2.08. Outstanding  Securities.  Securities outstanding
at any time are all  Securities  authenticated  by the Trustee  except for those
canceled by it, those  delivered to it for  cancelation  and those  described in
this Section as not  outstanding.  A Security  does not cease to be  outstanding
because the Company or an Affiliate of the Company holds the Security.

                  If a Security is replaced  pursuant to Section 2.07, it ceases
to be outstanding  unless the Trustee and the Company receive proof satisfactory
to them that the replaced  Security is held by a bona fide purchaser;  provided,
however,  that the rights of the  Company  under  Section  8-405 of the  Uniform
Commercial Code shall not be diminished in any way.

                  If  the  Paying  Agent  segregates  and  holds  in  trust,  in
accordance  with this  Indenture,  on a redemption  date or maturity  date money
sufficient to pay all  principal and

<PAGE>
                                                                              29


interest  payable  on that date with  respect  to the  Securities  (or  portions
thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is
not  prohibited  from  paying  such  money to the  Securityholders  on that date
pursuant  to the  terms of this  Indenture,  then on and  after  that  date such
Securities (or portions  thereof)  cease to be outstanding  and interest on them
ceases to accrue.

                  SECTION   2.09.   Temporary   Securities.   Until   definitive
Securities are ready for delivery, the Company may prepare and the Trustee shall
authenticate  temporary Securities.  Temporary Securities shall be substantially
in the form of definitive  Securities but may have  variations  that the Company
considers appropriate for temporary Securities.  Without unreasonable delay, the
Company shall prepare and the Trustee shall authenticate  definitive  Securities
and deliver them in exchange for temporary Securities.

                  SECTION 2.10 Cancelation.  The Company at any time may deliver
Securities  to the Trustee for  cancelation.  The Registrar and the Paying Agent
shall forward to the Trustee any Securities surrendered to them for registration
of transfer,  exchange or payment.  The Trustee and no one else shall cancel and
destroy (subject to the record  retention  requirements of the Exchange Act) all
Securities  surrendered  for  registration  of  transfer,  exchange,  payment or
cancelation and deliver a certificate of such  destruction to the Company unless
the Company directs the Trustee to deliver  canceled  Securities to the Company.
The Company may not issue new Securities to replace  Securities it has redeemed,
paid or delivered to the Trustee for cancelation.

                  SECTION 2.11. Defaulted Interest. If the Company defaults in a
payment of interest on the Securities,  the Company shall pay defaulted interest
(plus  interest on such  defaulted  interest to the extent lawful) in any lawful
manner.  The  Company  may pay the  defaulted  interest  to the  persons who are
Securityholders  on a subsequent  special  record date. The Company shall fix or
cause  to be  fixed  any  such  special  record  date  and  payment  date to the
reasonable  satisfaction  of  the  Trustee  and  shall  promptly  mail  to  each
Securityholder  a notice that states the special  record date,  the payment date
and the amount of defaulted interest to be paid.

                  SECTION  2.12.  CUSIP  Numbers.  The  Company in  issuing  the
Securities  may use "CUSIP"  numbers (if then  generally in use) and, if so, the
Trustee shall use "CUSIP"  numbers in notices of redemption as a convenience  to
Holders;   provided,   however,   that  any  such   notice  may  state

<PAGE>
                                                                              30


that no  representation  is made as to the correctness of such numbers either as
printed on the Securities or as contained in any notice of a redemption and that
reliance may be placed only on the other  identification  numbers printed on the
Securities,  and any such  redemption  shall not be affected by any defect in or
omission of such numbers.

                                   ARTICLE 3

                                   Redemption
                                   ----------

                  SECTION  3.01.  Notices to Trustee.  If the Company  elects to
redeem Securities pursuant to paragraph 5 of the Securities, it shall notify the
Trustee in writing of the redemption date, the principal amount of Securities to
be redeemed and the paragraph of the Securities pursuant to which the redemption
will occur.

                  The Company shall give each notice to the Trustee provided for
in this Section at least 60 days before the  redemption  date unless the Trustee
consents to a shorter  period.  Such notice shall be accompanied by an Officers'
Certificate  and an Opinion of Counsel  from the Company to the effect that such
redemption will comply with the conditions herein.

                  If  fewer  than all the  Securities  are to be  redeemed,  the
record  date  relating to such  redemption  shall be selected by the Company and
given to the Trustee, which record date shall be not less than 15 days after the
date of notice to the Trustee  (unless a shorter  period shall be  acceptable to
the  Trustee).  Any such  notice  may be  canceled  by notice in  writing to the
Trustee  at any time  prior to notice  of such  redemption  being  mailed to any
Holder and shall thereby be void and of no effect.

                  SECTION 3.02. Selection of Securities To Be Redeemed. If fewer
than all the  Securities  are to be  redeemed,  the  Trustee  shall  select  the
Securities  to be redeemed pro rata or by lot or by a method that  complies with
applicable  legal and  securities  exchange  requirements,  if any, and that the
Trustee  in its sole  discretion  shall deem to be fair and  appropriate  and in
accordance  with methods  generally used at the time of selection by fiduciaries
in similar circumstances.  The Trustee shall make the selection from outstanding
Securities  not  previously  called for  redemption.  The Trustee may select for
redemption  portions of the  principal  of  Securities  that have  denominations
larger than $1,000. Securities and portions of them the Trustee selects shall be
in amounts of 

<PAGE>
                                                                              31


$1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to
Securities called for redemption also apply to portions of Securities called for
redemption.  The Trustee shall notify the Company  promptly of the Securities or
portions of Securities to be redeemed.

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

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

                  (1) the redemption date;

                  (2) the redemption price;

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

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

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

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

                  (7) the CUSIP number,  if any, printed on the Securities being
         redeemed;  provided,  however, that no representation is made as to the
         correctness  or accuracy of the CUSIP  number,  if any,  listed in such
         notice or printed on the Securities; and

                  (8) that if a Security  is to be  redeemed  in part,  only the
         portion  of the  principal  amount  (equal  to  $1,000  or an  integral
         multiple  thereof) of such  Security  is to be redeemed  and that a new
         Security in the  aggregate  principal  amount  equal to the  unredeemed
         portion thereof will be issued without charge to the holder.

<PAGE>
                                                                              32


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

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

                  SECTION  3.05.  Deposit  of  Redemption  Price.  Prior  to the
redemption  date,  the Company  shall  deposit with the Paying Agent (or, if the
Company or a Subsidiary is the Paying Agent,  shall segregate and hold in trust)
money  sufficient  to pay the  redemption  price of and accrued  interest on all
Securities  to be  redeemed  on that date other than  Securities  or portions of
Securities called for redemption which have been delivered by the Company to the
Trustee for cancelation.

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

                                   ARTICLE 4

                                   Covenants
                                   ---------

                  SECTION  4.01.  Payment  of  Securities.   The  Company  shall
promptly pay the principal of and interest on the Securities on the dates and in
the manner  provided in the  Securities  and in this  Indenture.  Principal  and
interest shall be considered paid on the date due if on such date the Trustee or
the Paying Agent holds in accordance with this Indenture money sufficient to pay
all principal and interest then due and the Trustee or the Paying Agent,  as the
case may be, is not prohibited from paying such money to the  Securityholders on
that date pursuant to the terms of this Indenture.

<PAGE>
                                                                              33


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

                  SECTION 4.02.  SEC Reports.  Notwithstanding  that the Company
may not be subject to the reporting  requirements  of Section 13 or 15(d) of the
Exchange  Act,  commencing  the first fiscal  quarter  ended June 30, 1997,  the
Company shall file with the SEC and provide the Trustee and Securityholders with
such annual  reports and such  information,  documents  and other reports as are
specified in Sections 13 and 15(d) of the Exchange Act and  applicable to a U.S.
corporation subject to such Sections, such information, documents and reports to
be so  filed  and  provided  at the  times  specified  for  the  filing  of such
information,  documents and reports under such Sections.  The Company also shall
comply with the other provisions of TIA ss. 314(a).

                  SECTION 4.03.  Limitation on  Incurrence of  Indebtedness  and
Issuance of Preferred Stock. (a) The Company shall not, and shall not permit any
of its Restricted  Subsidiaries to, Incur any Indebtedness  (including  Acquired
Debt) or issue  any  Preferred  Stock,  except  that the  Company  may (i) issue
Preferred  Stock  that is not  Disqualified  Stock at any  time  and (ii)  Incur
Indebtedness  or issue  Disqualified  Stock if the Debt to  EBITDA  Ratio of the
Company  and its  Restricted  Subsidiaries  at the  time of  Incurrence  of such
Indebtedness  or issuance of such  Disqualified  Stock,  after  giving pro forma
effect thereto,  does not exceed 7.0 to 1.0;  provided,  however,  that any such
Indebtedness (other than Senior Debt) Incurred by the Company shall, at the time
of Incurrence, have a Weighted Average Life to Maturity equal to or greater than
the Weighted Average Life to Maturity of the Securities.

                  (b) The limitations set forth in paragraph (a) above shall not
apply to the Incurrence of any of the following:

                  (i)  Indebtedness  consisting  of Senior Bank Debt;  provided,
         however,  that the aggregate  principal amount  outstanding at any time
         under this clause (i) does not exceed $10,000,000;

                  (ii) Existing Indebtedness;

                  (iii)  Indebtedness  represented  by the  Securities  and  the
         Subsidiary Guarantees;

<PAGE>
                                                                              34


                  (iv) Refinancing Indebtedness; provided, however, that

                           (A)  the   principal   amount  of  such   Refinancing
                  Indebtedness   does  not  exceed  the   principal   amount  of
                  Indebtedness or the amount of Disqualified  Stock so extended,
                  refinanced,  renewed,  replaced,   substituted,   defeased  or
                  refunded  (plus the amount of expenses  incurred  and premiums
                  paid in connection therewith),

                           (B) with respect to Refinancing  Indebtedness  of any
                  Indebtedness other than Senior Debt or Disqualified Stock, the
                  Refinancing  Indebtedness  has  a  Weighted  Average  Life  to
                  Maturity equal to or greater than the Weighted Average Life to
                  Maturity  of  the  Indebtedness  being  extended,  refinanced,
                  renewed, replaced, substituted, defeased or refunded, and

                           (C) with respect to Refinancing  Indebtedness  of any
                  Indebtedness  other than  Senior  Debt or  Disqualified  Stock
                  incurred by (1) the  Company,  such  Refinancing  Indebtedness
                  ranks no more senior,  and at least as subordinated,  in right
                  of  payment  to  the  Securities  as  the  Indebtedness  being
                  extended, refinanced, renewed, replaced, substituted, defeased
                  or refunded and (2) a Subsidiary  Guarantor,  such Refinancing
                  Indebtedness   ranks   no  more   senior,   and  at  least  as
                  subordinated,  in right of payment to the Subsidiary Guarantee
                  of  such  Subsidiary   Guarantor  as  the  Indebtedness  being
                  extended, refinanced, renewed, replaced, substituted, defeased
                  or refunded;

                  (v) intercompany  Indebtedness  between the Company and any of
         its Wholly Owned Restricted Subsidiaries;

                  (vi)  Hedging   Obligations,   including  interest  rate  swap
         obligations,  that are incurred in the ordinary  course of business for
         the purpose of fixing or hedging interest rate risk with respect to any
         floating  rate  Indebtedness  that is  permitted  by the  terms of this
         Indenture to be outstanding;

                  (vii) guarantees by the Company and the Subsidiary  Guarantors
         of  any  Indebtedness  of the  Company  or  any  Restricted  Subsidiary
         permitted under this Section 4.03;

<PAGE>
                                                                              35


                  (viii)   Indebtedness   of  the  Company  or  any   Restricted
         Subsidiary consisting of indemnification,  adjustment of purchase price
         or similar  obligations,  in each case incurred in connection  with the
         disposition of any assets of the Company or any Restricted  Subsidiary;
         and

                  (ix)  Indebtedness  of the  Company  or any of its  Restricted
         Subsidiaries  (in  addition to  Indebtedness  permitted by clauses (ii)
         through (viii) of this Section) in an aggregate principal amount at any
         time outstanding that, together with any Indebtedness incurred pursuant
         to clause (i) of this Section, does not exceed $5,000,000.

                  (c) For purposes of determining  compliance  with this Section
4.03, (i) in the event that an item of  Indebtedness  meets the criteria of more
than one of the types of Indebtedness described herein, the Company, in its sole
discretion,  will  classify  such item of  Indebtedness  and only be required to
include the amount and type of such Indebtedness in one of the above clauses and
(ii) an item of  Indebtedness  may be divided and classified in more than one of
the types of Indebtedness described herein.

                  SECTION 4.04.  Limitation on Senior Subordinated Debt. (a) The
Company shall not Incur (i) any  Indebtedness  that is  subordinate or junior in
ranking in right of payment by its terms to any Senior  Debt of the  Company and
senior in right of payment by its terms to the  Securities  or (ii) any  Secured
Debt  that is not  Senior  Debt  unless  contemporaneously  therewith  effective
provision is made to secure the Securities equally and ratably with such Secured
Debt for so long as such Secured Debt is secured by a Lien.

                  (b) The Company shall not permit any  Subsidiary  Guarantor to
Incur (i) any Indebtedness that is subordinated or junior in ranking in right of
payment  by its terms to any  Senior  Debt and senior in right of payment to its
Subsidiary  Guarantee  or (ii) any  Secured  Debt that is not Senior Debt unless
contemporaneously therewith effective provision is made to secure its Subsidiary
Guarantee equally and ratably with such Secured Debt for so long as such Secured
Debt is secured by a Lien.

                  SECTION  4.05.  Limitation  on  Restricted  Payments.  (a) The
Company shall not, and shall not permit any Restricted  Subsidiary,  directly or
indirectly,  to make a 

<PAGE>
                                                                              36


Restricted  Payment  if at the time the  Company or such  Restricted  Subsidiary
makes such Restricted Payment:

                  (1) a Default shall have occurred and be continuing  (or would
         result therefrom);

                  (2) at the time of such  Restricted  Payment and after  giving
         pro forma effect thereto as if such Restricted Payment had been made at
         the beginning of the applicable  four-quarter period, the Company would
         not be  permitted  to Incur at least $1.00 of  additional  Indebtedness
         under Section 4.03(a); or

                  (3) the aggregate  amount of such  Restricted  Payment and all
         other Restricted Payments since the Issue Date would exceed the sum of:

                           (A) an amount equal to the Company's EBITDA cumulated
                  from April 1, 1997, to the end of the Company's  most recently
                  ended  full  fiscal  quarter,  taken  as a  single  accounting
                  period,   minus  1.4  times  the  sum  of  (i)  the  Company's
                  Consolidated  Interest  Expense from April 1, 1997, to the end
                  of the  Company's  most  recently  ended full fiscal  quarter,
                  taken as a single accounting  period,  plus (ii) all dividends
                  or  other  distributions  paid or made by the  Company  or any
                  Restricted Subsidiary on any Disqualified Stock of the Company
                  or any of its Subsidiaries during such period;

                           (B) the aggregate  Net Cash Proceeds  received by the
                  Company  from the  issuance  or sale of its  Equity  Interests
                  (other than  Disqualified  Stock) subsequent to the Issue Date
                  (other than an issuance or sale to a Subsidiary of the Company
                  and  other  than an  issuance  or sale  to an  employee  stock
                  ownership plan or to a trust established by the Company or any
                  of its Subsidiaries for the benefit of their employees);

                           (C) the amount by which  Indebtedness  of the Company
                  is reduced on the Company's  balance sheet upon the conversion
                  or  exchange  (other  than  by a  Subsidiary  of the  Company)
                  subsequent  to  the  Issue  Date  of any  Indebtedness  of the
                  Company  convertible  or  exchangeable  for  Equity  Interests
                  (other  than  Disqualified  Stock)  of the  Company  (less the
                  amount of any cash,  or the fair value of any other  property,
                  distributed  by the Company upon such  conversion  or exchange
                  other than  Equity 

<PAGE>
                                                                              37


                  Interests not constituting Disqualified Stock); and

                           (D) an  amount  equal  to the  sum  of  (i)  the  net
                  reduction  in   Investments   in   Unrestricted   Subsidiaries
                  resulting from  dividends,  repayments of loans or advances or
                  other transfers of assets,  in each case to the Company or any
                  Restricted Subsidiary from Unrestricted Subsidiaries, and (ii)
                  the portion (proportionate to the Company's equity interest in
                  such Subsidiary) of the fair market value of the net assets of
                  an  Unrestricted  Subsidiary  at the  time  such  Unrestricted
                  Subsidiary  is designated a Restricted  Subsidiary;  provided,
                  however,  that the foregoing sum shall not exceed, in the case
                  of any  Unrestricted  Subsidiary,  the  amount of  Investments
                  previously  made (and treated as a Restricted  Payment) by the
                  Company  or any  Restricted  Subsidiary  in such  Unrestricted
                  Subsidiary.

                  (b)  The provisions of paragraph (a) above shall not prohibit:

                  (i) any  Restricted  Payment  made out of the  proceeds of the
         substantially  concurrent  sale of, and any  acquisition  of any Equity
         Interest of the Company made by exchange for,  Equity  Interests of the
         Company (other than Disqualified Stock and Capital Stock issued or sold
         to a Subsidiary of the Company or to an employee  stock  ownership plan
         or a trust  established by the Company or any of its  Subsidiaries  for
         the  benefit  of their  employees);  provided,  however,  that (A) such
         Restricted  Payment shall be excluded in the  calculation of the amount
         of  Restricted  Payments and (B) the Net Cash  Proceeds  from such sale
         shall be excluded from the  calculation  of amounts under clause (3)(B)
         of paragraph (a) above;

                  (ii) any purchase, repurchase, redemption, defeasance or other
         acquisition  or  retirement  for  value of  Subordinated  Debt  made by
         exchange  for, or out of the proceeds of the  substantially  concurrent
         sale of,  Indebtedness  of the Company that is permitted to be Incurred
         pursuant  to  Section  4.03;  provided,  however,  that such  purchase,
         repurchase,  redemption,  defeasance or other acquisition or retirement
         for  value  shall be  excluded  in the  calculation  of the  amount  of
         Restricted Payments;

<PAGE>
                                                                              38


                  (iii)  dividends  paid  within  60  days  after  the  date  of
         declaration  thereof if at such date of declaration such dividend would
         have complied with paragraph (a) above; provided,  however, that (A) at
         the time of payment of such  dividend,  no Default  shall have occurred
         and be continuing (or result  therefrom) and (B) such dividend shall be
         included in the  calculation of the amount of Restricted  Payments from
         and after such time;

                  (iv)  loans to  members of  management  of the  Company or any
         Restricted  Subsidiary  the proceeds of which are used for a concurrent
         purchase of Equity  Interests of the Company or a capital  contribution
         to the Company (provided that the proceeds from such purchase of Equity
         Interests  or  capital   contribution   shall  be  excluded   from  the
         calculation  of amounts  under clause  (3)(B) of paragraph  (a) above);
         provided, however, that such loans shall be included in the calculation
         of the amount of Restricted Payments from and after such time;

                  (v)  any  principal  payment  on,  or  purchase,   redemption,
         defeasance  or other  acquisition  or  retirement  for  value  of,  any
         Indebtedness that is subordinated by its terms to the Securities out of
         Excess  Proceeds  available for general  corporate  purposes  after the
         purchase of all Securities  properly  tendered  pursuant to an Offer to
         Purchase required by Section 4.07; provided,  however,  that the amount
         of such payments shall be excluded in the  calculation of the amount of
         Restricted Payments; and

                  (vi)  repurchases of Equity  Interests of the Company from any
         employee of the Company  (other  than a  Principal  Shareholder)  whose
         employment  with the Company has ceased;  provided,  however,  that the
         aggregate amount of such  repurchases  shall not exceed $500,000 in any
         year; provided further, however, that the amount of such payments shall
         be included in the  calculation  of the amount of  Restricted  Payments
         from and after such time.

                  SECTION  4.06.   Limitation  on  Dividend  and  Other  Payment
Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall
not permit any  Restricted  Subsidiary  to,  directly or  indirectly,  create or
otherwise  cause or suffer  to exist or  become  effective  any  encumbrance  or
restriction on the ability of any Restricted Subsidiary to (a) (i) pay dividends
or  make  any  other  distributions  to  the  Company  or any  other  Restricted
Subsidiary (A) on its

<PAGE>
                                                                              39


Equity Interests or (B) with respect to any other interest or participation  in,
or measured by, its profits or (ii) pay any Indebtedness  owed to the Company or
any other Restricted  Subsidiary,  (b) make any loans or advances to the Company
or any other Restricted Subsidiary or (c) transfer any of its property or assets
to the Company or any other  Restricted  Subsidiary,  except any  encumbrance or
restriction existing under or by reason of:

                  (i) any Existing Indebtedness;

                  (ii) applicable law;

                  (iii)  any  instrument   governing   Indebtedness   or  Equity
         Interests  of a  Person  acquired  by the  Company  or  any  Restricted
         Subsidiary as in effect at the time of such acquisition  (except to the
         extent  such  Indebtedness  was  incurred  in  connection  with  or  in
         contemplation of such acquisition);  provided,  however,  that (A) such
         restriction  is not applicable to any other Person or the properties or
         assets of any other Person,  and (B) the consolidated net income (loss)
         of such acquired Person for any period prior to such acquisition  shall
         not be taken into account in determining  whether such  acquisition was
         permitted by the terms of the Indenture;

                  (iv) by reason of customary nonassignment provisions in leases
         entered into in the ordinary  course of business  and  consistent  with
         past practices;

                  (v) Purchase Money  Indebtedness for property  acquired in the
         ordinary  course of  business  that  only  impose  restrictions  on the
         property so acquired;

                  (vi)  Refinancing  Indebtedness  permitted under Section 4.03;
         provided,  however,  that the restrictions  contained in the agreements
         governing such Refinancing  Indebtedness are no more restrictive in the
         aggregate  than  those  contained  in  the  agreements   governing  the
         Indebtedness being refinanced immediately prior to such refinancing;

                  (vii) the Credit Agreement;

                  (viii) agreements relating to the financing of the acquisition
         of real or tangible  personal  property  acquired after the date of the
         Indenture,  provided that such encumbrance or restriction  relates only
         to the property that is acquired and, in the case of any 

<PAGE>
                                                                              40


         encumbrance  or  restriction   that   constitutes  a  Lien,  such  Lien
         constitutes a Purchase Money Lien; or

                  (ix) any restriction or encumbrance contained in contracts for
         sale of assets in  respect of the assets  being sold  pursuant  to such
         contract.

                  SECTION 4.07.  Limitation on Certain Asset Sales.  The Company
shall not, and shall not permit any Restricted Subsidiary to:

                  (i) sell,  lease,  convey or  otherwise  dispose of any assets
         (including by way of a  sale-and-leaseback)  other than in the ordinary
         course of business, or

                  (ii) issue or sell Equity  Interests of any of its  Restricted
         Subsidiaries,

in  each  case,  whether  in  a  single  transaction  or  a  series  of  related
transactions, to any Person (other than (x) an issuance, sale, lease, conveyance
or disposal by a Restricted Subsidiary to the Company or one of its Wholly Owned
Restricted Subsidiaries,  (y) an Asset Swap permitted by Section 4.11 or (z) the
sale of the stock of any  Unrestricted  Subsidiary)  (each of the foregoing,  an
"Asset Sale"),  unless:  (x) the Company or such Restricted  Subsidiary,  as the
case may be,  receives  consideration  at the time of such  Asset  Sale at least
equal to the Fair  Market  Value  of the  assets  or  Equity  Interests  sold or
otherwise  disposed of, (y) at least 80% of such consideration is in the form of
cash or Cash Equivalents and (z) if such Asset Sale includes Equity Interests of
any  Restricted  Subsidiary,  100% of the Equity  Interests  of such  Restricted
Subsidiary owned by the Company or any other  Restricted  Subsidiary are sold or
otherwise disposed of in such Asset Sale.  Following any Asset Sale, the Company
may at its option apply all or any portion of the Net  Proceeds  from such Asset
Sale,  within 360 days of such Asset Sale, (A) to permanently  reduce or satisfy
any Senior Debt (and,  in the event that such  Senior  Debt is extended  under a
revolving  credit or similar  facility,  to  permanently  reduce or satisfy  the
aggregate commitments  thereunder as then in effect) or (B) to acquire Broadcast
Assets.  Pending the final application of any such Net Proceeds, the Company may
temporarily  reduce  Senior  Debt or  invest  such  Net  Proceeds  in  Permitted
Investments or to reduce loans  outstanding  under any revolving credit facility
of the Company or any Restricted Subsidiary. Any Net Proceeds from an Asset Sale
not applied to the payment of Senior Debt or the acquisition of Broadcast Assets
as provided in the immediately preceding sentence,  upon expiration such 360-day
period,  will be

<PAGE>
                                                                              41


deemed to constitute  "Excess  Proceeds".  Whenever  aggregate  Excess  Proceeds
realized  since  the  Issue  Date  minus  the  aggregate  purchase  price of the
Securities  that have been the subject of any previous  Offer to Purchase  ("Net
Excess  Proceeds")  exceeds  $5,000,000,  the Company will  commence an Offer to
Purchase within 30 days after the date on which the Net Excess Proceeds exceeded
$5,000,000. Such Offer to Purchase shall be for a principal amount of Notes then
outstanding  having  an  aggregate  purchase  price  equal  to such  Net  Excess
Proceeds.  Notwithstanding  the foregoing  provisions of this Section 4.07,  the
Company and the Restricted  Subsidiaries  shall not be required to apply any Net
Proceeds  in  accordance  with this  Section  4.07 except to the extent that the
aggregate  Net Proceeds from all Asset Sales which are not applied in accordance
with this Section 4.07 exceeds $1,000,000.

                  For the  purposes of this  Section  4.07,  the  following  are
deemed to be cash:  (x) the  assumption  of Senior  Debt of the  Company  or any
Restricted  Subsidiary  and  the  release  of the  Company  or  such  Restricted
Subsidiary  from all liability on such Senior Debt in connection with such Asset
Sale (other than customary  indemnification  provisions relating thereto that do
not involve the repayment of funded indebtedness) and (y) securities received by
the Company or any Restricted  Subsidiary  from the transferee that are promptly
converted by the Company or such Restricted Subsidiary into cash.

                  SECTION 4.08.  Transactions  with Affiliates.  (a) The Company
shall not,  and shall not permit  any  Restricted  Subsidiary  to,  directly  or
indirectly,  sell, lease, transfer or otherwise dispose of any of its properties
or assets  to, or  purchase  any  property  or assets  from,  or enter  into any
contract, agreement,  understanding, loan, advance or guarantee with, or for the
benefit of, any Affiliate of the Company or any Restricted  Subsidiary  (each of
the  foregoing,   an  "Affiliate   Transaction"),   unless  (i)  such  Affiliate
Transaction  is on  terms  that  are no less  favorable  to the  Company  or the
relevant  Restricted  Subsidiary  than those that would have been  obtained in a
comparable  transaction  by the  Company or such  Restricted  Subsidiary  with a
non-Affiliated Person, (ii) such Affiliate Transaction is approved by a majority
of the  disinterested  members of the Company's Board of Directors and (iii) the
Company  delivers to the Trustee (A) with respect to any  Affiliate  Transaction
involving aggregate payments in excess of $1,000,000,  an Officers'  Certificate
certifying  that such Affiliate  Transaction  complies with clauses (i) and (ii)
above and (B) with respect to any  Affiliate  Transaction  (or series of related
transactions) with an aggregate value in

<PAGE>
                                                                              42


excess of $5,000,000, an opinion from a nationally recognized investment bank to
the  effect  that  the  transaction  is fair to the  Company  or the  Restricted
Subsidiary, as the case may be, from a financial point of view.

                  (b)  The provisions of paragraph (a) above shall not prohibit:

                  (i)  employment  arrangements  (including  customary  benefits
         thereunder)  entered  into  by the  Company  or  any of its  Restricted
         Subsidiaries in the ordinary course of business and consistent with the
         past practice of the Company or such Restricted Subsidiary;

                  (ii) transactions  solely between or among the Company and its
         Wholly Owned Restricted  Subsidiaries or solely between or among wholly
         Owned Restricted Subsidiaries;

                  (iii) transactions permitted under Section 4.05;

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

                  (v) the existence of, or the performance by the Company or any
         of its Restricted  Subsidiaries of its obligations  under the terms of,
         any stockholders agreement (including any registration rights agreement
         or purchase  agreement  related  thereto) to which it is a party on the
         Issue Date;

                  (vi) services  provided to any Unrestricted  Subsidiary of the
         Company for fees approved by the Board of Directors; and

                  (vii) the issuance,  sale or other  disposition  of any Equity
         Interest (other than Disqualified Stock) of the Company,  including any
         equity-related  agreements relating thereto such as registration rights
         and voting  agreements so long as such agreements do not result in such
         Equity Interests being Disqualified Stock.

                  SECTION  4.09.  Limitation  on  Restricted  Subsidiary  Equity
Interests.  The Company shall not permit any

<PAGE>
                                                                              43


Restricted Subsidiary to issue any Equity Interests, except (a) Equity Interests
issued to and held by the Company or a Wholly Owned Restricted  Subsidiary,  and
(b)  Equity  Interests  issued  by a Person  prior  to the time (i) such  Person
becomes  a  Restricted  Subsidiary,  (ii)  such  Person  merges  with  or into a
Restricted Subsidiary or (iii) a Restricted Subsidiary mergers with or into such
Person;  provided,  however,  that  such  Equity  Interests  were not  issued or
incurred by such Person in anticipation of the type of transaction  contemplated
by subclause (i), (ii) or (iii).

                  SECTION  4.10.  Change of Control.  Upon the  occurrence  of a
Change of Control,  the  Company  shall  commence  an Offer to Purchase  all the
outstanding Securities. The Company shall comply, to the extent applicable, with
the  requirements of Section 14(e) of the Exchange Act and any other  securities
laws or  regulations  in connection  with an Offer to Purchase Notes pursuant to
this  Section  4.10.  To the extent the  provisions  of any  securities  laws or
regulations conflict with the provisions of this Section 4.10, 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.  Limitation  on Asset Swaps.  The Company shall
not,  and shall not permit any  Restricted  Subsidiary  to,  engage in any Asset
Swaps, unless:

                  (i) at the time of entering into the agreement relating to the
         proposed Asset Swap and  immediately  after such Asset Swap, no Default
         or Event of Default shall have occurred and be continuing;

                  (ii) at the time of entering  into the  agreement  relating to
         the proposed Asset Swap and after giving pro forma effect to such Asset
         Swap  as  if it  had  occurred  at  the  beginning  of  the  applicable
         four-quarter  period,  the Company would be permitted to incur at least
         $1.00 of additional Indebtedness under Section 4.03(a);

                  (iii) after giving pro forma effect to the proposed Asset Swap
         as if such Asset Swap had  occurred at the  beginning  of the four most
         recent full fiscal quarters ending immediately prior to the date of the
         proposed  Asset  Swap,  the ratio of (A) EBITDA of the  Company and its
         Restricted  Subsidiaries on a consolidated  basis for such four-quarter
         period to (B) the Consolidated Cash Interest Expense of the Company and
         its Restricted

<PAGE>
                                                                              44


         Subsidiaries for such four-quarter period exceeds 1.2 to 1.0; and

                  (iv) the  respective  Fair Market  Values of the assets  being
         purchased and sold by the Company or any of its Restricted Subsidiaries
         are substantially the same at the time of entering into such agreement.

                  SECTION 4.12. Future Subsidiary Guarantors.  The Company shall
(a)  cause  each  Person  that,  after the Issue  Date,  becomes a Wholly  Owned
Restricted  Subsidiary  of the  Company to execute  and  deliver a  supplemental
indenture  and thereby  become a Subsidiary  Guarantor  bound by the  Subsidiary
Guarantee  of the  Securities  set  forth in  Article  11 hereof  (without  such
Subsidiary  Guarantor  being  required to execute  and  deliver  its  Subsidiary
Guarantee  endorsed on the Securities) and (b) deliver to the Trustee an Opinion
of Counsel, in form and substance reasonably  satisfactory to the Trustee,  that
the  Subsidiary  Guarantee of such  Subsidiary  Guarantor is a valid and legally
binding obligation of such Subsidiary Guarantor.

                  SECTION  4.13.  Compliance  Certificate.   The  Company  shall
deliver to the  Trustee  within 120 days  after the end of each  fiscal  year an
Officers'  Certificate  stating  that in the  course of the  performance  by the
signers of their  duties as  Officers of the Company  they would  normally  have
knowledge of any Default and whether or not the signers know of any Default that
occurred during such fiscal year. If they do, the certificate shall describe the
Default or Event of Default, its status and what action the Company is taking or
proposes to take with  respect  thereto.  The Company also shall comply with TIA
ss. 314(a)(4).

                  SECTION 4.14.  Further  Instruments  and Acts. Upon request of
the Trustee,  the Company will execute and deliver such further  instruments and
do such further acts as may be reasonably  necessary or proper to carry out more
effectively the purpose of this Indenture.

                  SECTION 4.15. Ratings for Notes. Following the filing with the
SEC of the Company's  first Annual Report on Form 10-K after the Issue Date, the
Company shall use its reasonable  best efforts to obtain,  by June 30, 1998, the
publication of ratings for the Securities from Moody's Investors  Service,  Inc.
and from Standard and Poor's  Ratings Group (or any successor to either of them)
or, in the event that either of such  entities at such time no longer  publishes
ratings for long-term  debt  securities,  then any other  nationally  recognized
statistical  rating  organization  (as defined in Rule 436 under the  Securities
Act).

<PAGE>
                                                                              45


                                   ARTICLE 5

                               Successor Company
                               -----------------

                  SECTION 5.01. When Company May Merge or Transfer  Assets.  (a)
The  Company  shall not  consolidate  or merge with or into  (whether or not the
Company is the Surviving Person),  or sell, assign,  transfer,  lease, convey or
otherwise dispose of all or substantially all of its properties or assets in one
or more related transactions, to another Person, unless:

                  (i) the Surviving  Person shall be a corporation  organized or
         existing under the laws of the United States,  any state thereof or the
         District of Columbia;

                  (ii) the  Surviving  Person (if other than the Company)  shall
         expressly   assume  all  the  obligations  of  the  Company  under  the
         Securities and this Indenture pursuant to a supplemental indenture in a
         form reasonably satisfactory to the Trustee;

                  (iii) at the time of and immediately  after such  Disposition,
         no Default shall have occurred and be continuing;

                  (iv)  the  Surviving   Person  shall,  at  the  time  of  such
         Disposition and after giving pro forma effect thereto,  be permitted to
         incur at least  $1.00 of  additional  Indebtedness  pursuant to Section
         4.03(a); and

                  (v)  the  Company  shall  have  delivered  to the  Trustee  an
         Officers' Certificate and an Opinion of Counsel, each stating that such
         consolidation,  merger or transfer and such supplemental  indenture (if
         any) comply with this Indenture.

                  The Surviving  Person (if other than the Company) shall be the
successor to the Company and shall succeed to, and be  substituted  for, and may
exercise  every right and power of, the Company  under this  Indenture,  but the
predecessor  Company  in the  case of a sale,  assignment,  transfer,  lease  or
conveyance shall not be released from the obligation to pay the principal of and
interest on the Securities.

                  (b) In the event of a sale of all or substantially  all of the
assets  of any  Subsidiary  Guarantor  or all of  the  Equity  Interests  of any
Subsidiary  Guarantor,  by way of

<PAGE>
                                                                              46


merger, consolidation or otherwise, then the Surviving Person of any such merger
or consolidation,  or such Subsidiary Guarantor,  if all of its Equity Interests
are sold,  shall be released and relieved of any and all  obligations  under the
Subsidiary Guarantee of such Subsidiary Guarantor if:

                  (i) the  Person  surviving  such  merger or  consolidation  or
         acquiring  the Equity  Interest of such  Subsidiary  Guarantor is not a
         Restricted Subsidiary of the Company;

                  (ii) the Net Proceeds  from such sale are applied as described
         under Section 4.07; and

                  (iii)  such   Subsidiary   Guarantor  is  released   from  its
         guarantees  of other  Indebtedness  of the  Company  or any  Restricted
         Subsidiary.

                  (c) Except as provided in clause (b), no Subsidiary  Guarantor
may  consolidate or merge with or into (whether or not such Person is Affiliated
with such Subsidiary Guarantor and whether or not the Guarantor is the Surviving
Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of its assets in one or more related transactions,  to another
Person, unless:

                  (i) the  Surviving  Person  shall be the Company or one of its
         Wholly Owned Restricted Subsidiaries;

                  (ii) the Surviving Person shall be a corporation  organized or
         existing under the laws of the United States,  any state thereof or the
         District of Columbia;

                  (iii)  the  Surviving  Person  (if other  than the  Subsidiary
         Guarantor) shall expressly assume all the obligations of the Subsidiary
         Guarantor  under  the  Securities  and  this  Indenture  pursuant  to a
         supplemental  indenture  in  a  form  reasonably  satisfactory  to  the
         Trustee; and

                  (iv) at the time of and immediately after such Disposition, no
         Default shall have occurred an be continuing.

<PAGE>
                                                                              47


                                   ARTICLE 6

                             Defaults and Remedies
                             ---------------------

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

                  (1) the Company  defaults in any payment of  principal  of (or
         premium if any, on) any Security when the same becomes due and payable,
         whether or not such payment shall be prohibited by Article 10;

                  (2) the  Company  defaults  in any  payment of interest on any
         Security  when the same  becomes due and  payable,  whether or not such
         payment shall be  prohibited by Article 10, and such default  continues
         for a period of 30 days;

                  (3) the Company  fails to redeem or purchase any Security when
         required  pursuant to this Indenture or the Securities,  including,  in
         connection with an Offer to Purchase, whether or not such redemption or
         purchase shall be prohibited by Article 10;

                  (4) the Company fails to comply with Sections 4.15 or 5.01;

                  (5) the Company or any  Subsidiary  Guarantor  fails to comply
         with any of  their  respective  agreements  in the  Securities  or this
         Indenture  (other than those referred to in clause (1), (2), (3) or (4)
         above)  and  such  failure  continues  for 30  days  after  the  notice
         specified below;

                  (6) the Company or any Restricted  Subsidiary  fails to comply
         with terms of any instrument  evidencing or securing  Indebtedness  for
         money  borrowed by the Company or any Restricted  Subsidiary  having an
         outstanding  principal  amount  of  $5,000,000  individually  or in the
         aggregate,  which failure results in the acceleration of the payment of
         such  Indebtedness or constitutes the failure to pay such  Indebtedness
         when due at final maturity, and such non-payment continues for a period
         of 30 days;

<PAGE>
                                                                              48


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

                           (A) commences a voluntary case;

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

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

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

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

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

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

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

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

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

                  (9) any final  judgment  or decree for the payment of money in
         excess of  $5,000,000  (not  subject to appeal) is entered  against the
         Company  or any  Restricted  Subsidiary  and  remains  undischarged  or
         unstayed  for a period of 60 days  after the later of (A) entry of such
         final  judgment or decree and (B) the date on which the right to appeal
         has expired; or

                  (10) a Subsidiary Guarantee of a significant Subsidiary ceases
         to be in full force and effect (other than in accordance with the terms
         of such  Subsidiary  Guarantee)  or a  Subsidiary  Guarantor  denies or
         disaffirms its obligations under its Subsidiary Guarantee.

<PAGE>
                                                                              49


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

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

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

                  The Company shall deliver to the Trustee, within 30 days after
the occurrence thereof,  written notice in the form of an Officers'  Certificate
of any Event of Default  under  clause (6), (9) or (10) and any event which with
the giving of notice or the lapse of time would become an Event of Default under
clause (5), its status and what action the Company is taking or proposes to take
with respect thereto.

                  SECTION 6.02. Acceleration. If an Event of Default (other than
an Event of  Default  specified  in Section  6.01(7) or (8) with  respect to the
Company) occurs and is continuing,  the Trustee by notice to the Company, or the
Holders of at least 25% in principal  amount of the  Securities by notice to the
Company  and the  Trustee,  may declare  the  Accreted  Value of and accrued but
unpaid  interest  on all the  Securities  (the  "Default  Amount") to be due and
payable.  Upon such a  declaration,  the Default Amount shall be due and payable
immediately.  If an Event of Default  specified  in Section  6.01(7) or (8) with
respect to the Company occurs, the Default Amount shall ipso facto become and be
immediately  due and payable without any declaration or other act on the part of
the  Trustee or any  Securityholders.  The  Holders of a majority  in  principal
amount of the  Securities  by notice to the Trustee may rescind an  acceleration
and its  consequences if the rescission  would not conflict with any judgment or
decree and if all existing  Events of Default  have been cured or waived  except
nonpayment  of  principal  or  interest  that has become  due solely  because of
acceleration.  No such

<PAGE>
                                                                              50


rescission  shall affect any subsequent  Default or impair any right  consequent
thereto.

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

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

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

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

                  SECTION 6.06. Limitation on Suits. Except to enforce the right
to receive  payment of  principal,  premium  (if any) or  interest  when due, no
Securityholder  may pursue 

<PAGE>
                                                                              51


any remedy with respect to this Indenture or the Securities unless:

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

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

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

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

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

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

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

                  SECTION  6.08.  Collection  Suit by  Trustee.  If an  Event of
Default specified in Section 6.01(1),  (2) or (3) occurs and is continuing,  the
Trustee may recover  judgment in its own name and as trustee of an express trust
against  the  Company for the whole  amount  then due and owing  (together  with
interest on any unpaid  interest to the extent lawful) and the amounts  provided
for in Section 7.07.

                  SECTION  6.09.  Trustee May File Proofs of Claim.  The Trustee
may file such proofs of claim and other  papers or documents as may be necessary
or advisable in order to have the claims of the Trustee and the  Securityholders
allowed in any judicial  proceedings  relative to the Company,  its creditors or
its property and, unless prohibited by law or applicable  regulations,  may vote
on behalf of the  Holders

<PAGE>
                                                                              52


in any election of a trustee in  bankruptcy or other Person  performing  similar
functions,  and  any  Custodian  in  any  such  judicial  proceeding  is  hereby
authorized by each Holder to make payments to the Trustee and, in the event that
the  Trustee  shall  consent  to the  making of such  payments  directly  to the
Holders,   to  pay  to  the  Trustee  any  amount  due  it  for  the  reasonable
compensation,  expenses,  disbursements and advances of the Trustee,  its agents
and its counsel, and any other amounts due the Trustee under Section 7.07.

                  Nothing  herein  shall be deemed to  empower  the  Trustee  to
authorize or consent to, or accept or adopt on behalf of any Securityholder, any
plan of  reorganization,  arrangement,  adjustment or composition  affecting the
Securities or the rights of any  Securityholder,  or to authorize the Trustee to
vote in respect of the claim of any Securityholder in any such proceeding.

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

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

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

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

                  FOURTH:  to the Company.

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

                  SECTION  6.11.  Undertaking  for  Costs.  In any  suit for the
enforcement  of any right or remedy under this  Indenture or in any suit against
the  Trustee for any action  taken or omitted by it as  Trustee,  a court in its
discretion  may  require  the  filing  by any party  litigant  in the suit of an
undertaking  to pay the costs of the suit,  and the court in its  discretion may
assess reasonable costs, including reasonable

<PAGE>
                                                                              53


attorneys'  fees,  against any party litigant in the suit,  having due regard to
the merits and good faith of the claims or defenses made by the party  litigant.
This  Section  does  not  apply  to a suit by the  Trustee,  a suit by a  Holder
pursuant  to Section  6.07 or a suit by  Holders  of more than 10% in  principal
amount of the Securities.

                  SECTION 6.12.  Waiver of Stay or Extension  Laws.  The Company
(to the extent it may  lawfully  do so) shall not at any time  insist  upon,  or
plead,  or in any manner  whatsoever  claim or take the benefit or advantage of,
any stay or extension  law  wherever  enacted,  now or at any time  hereafter in
force, which may affect the covenants or the performance of this Indenture;  and
the Company (to the extent that it may lawfully do so) hereby  expressly  waives
all benefit or advantage of any such law, and shall not hinder,  delay or impede
the execution of any power herein  granted to the Trustee,  but shall suffer and
permit the execution of every such power as though no such law had been enacted.

                                   ARTICLE 7

                                    Trustee
                                    -------

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

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

                  (1) the  Trustee  undertakes  to perform  such duties and only
         such  duties as are  specifically  set forth in this  Indenture  and no
         implied  covenants  or  obligations  shall be read into this  Indenture
         against the Trustee; and

                  (2) in the  absence of bad faith on its part,  the Trustee may
         conclusively   rely,  as  to  the  truth  of  the  statements  and  the
         correctness of the opinions  expressed  therein,  upon  certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this  Indenture.  However,  in the  case  of any  such  certificate  or
         opinions which, by any provision  hereof,  are required to be furnished
         to the Trustee, the Trustee shall examine the certificates and opinions

<PAGE>
                                                                              54


         to determine  whether or not they conform to the  requirements  of this
         Indenture.

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

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

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

                  (3) the Trustee shall not be liable with respect to any action
         it takes or omits to take in good faith in accordance  with a direction
         received by it pursuant to Section 6.05.

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

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


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

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

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

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

<PAGE>
                                                                              55


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

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

                  (d) The Trustee shall not be liable for any action it takes or
omits to take in good faith  which it believes  to be  authorized  or within its
rights  or  powers;  provided,  however,  that the  Trustee's  conduct  does not
constitute wilful misconduct or negligence.

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

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

                  (g) The Trustee  shall not be bound to make any  investigation
into the  facts or  matters  stated in any  document,  but the  Trustee,  in its
discretion,  may make such further inquiry or  investigation  into such facts or
matters as it may see fit.

                  (h) The Trustee  may enter into and  perform  its  obligations
under the  Standstill  Agreement  dated May 19,  1997,  among the  Company,  the
Subsidiary Guarantors, the Investors and Management Stockholders (as those terms
are defined in the Standstill Agreement), and the Agent and the Trustee.

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

<PAGE>
                                                                              56


with like rights. However, the Trustee must comply with Sections 7.10 and 7.11.

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

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

                  SECTION  7.06.  Reports by Trustee to Holders.  As promptly as
practicable  after each May 15  beginning  with May 15,  1998,  and in any event
prior to June 15 in each year, the Trustee shall mail to each  Securityholder  a
brief  report  dated as of such  date that  complies  with TIA ss.  313(a).  The
Trustee also shall comply with TIA ss. 313(b).

                  A  copy  of  each  report  at  the  time  of  its  mailing  to
Securityholders  shall be filed with the SEC and each stock exchange (if any) on
which the  Securities  are listed.  The Company  agrees to notify  promptly  the
Trustee  whenever the Securities  become listed on any stock exchange and of any
delisting thereof.

                  SECTION 7.07.  Compensation  and Indemnity.  The Company shall
pay  to  the  Trustee  promptly  upon  request  from  time  to  time  reasonable
compensation for its services.  The Trustee's  compensation shall not be limited
by any law on compensation  of a trustee of an express trust.  The Company shall
reimburse  the Trustee  promptly upon request for all  reasonable  out-of-pocket
expenses  incurred or made by it, including costs of collection,  in addition to
the  compensation  for its services.  Such expenses shall include the reasonable
compensation and expenses,  disbursements  and advances of the Trustee's agents,
counsel,  accountants  and  experts.  The Company  shall  indemnify  the Trustee
against  any and all loss,  liability  or expense  (including  attorneys'  fees)
incurred  by it in  connection  with  the  administration 

<PAGE>
                                                                              57


of this trust,  the enforcement of this Indenture  (including this Section 7.07)
against the Company and the performance of its duties  hereunder,  including the
costs and expenses of defending  itself against any claim  (whether  asserted by
any  Securityholder  or any other  Person) or liability in  connection  with the
acceptance,  exercise or performance  of any of its powers or duties  hereunder.
The Trustee shall notify the Company promptly of any claim for which it may seek
indemnity. Failure by the Trustee so to notify the Company shall not relieve the
Company of its obligations hereunder. The Company shall defend the claim and the
Trustee  may  have  separate  counsel  and the  Company  shall  pay the fees and
expenses  of such  counsel.  The  Company  need not  reimburse  any  expense  or
indemnify against any loss, liability or expense incurred by the Trustee through
the Trustee's own wilful  misconduct,  negligence or bad faith. The Company need
not pay for any settlement  made by the Trustee  without the Company's  consent,
such consent not to be unreasonably withheld.

                  To secure the Company's  payment  obligations in this Section,
the Trustee  shall have a lien prior to the  Securities on all money or property
held or collected by the Trustee  other than money or property  held in trust to
pay principal of and interest on particular  Securities.  The Trustee's right to
receive  payment  of any  amounts  due  under  this  Section  7.07  shall not be
subordinate to any other liability or Indebtedness of the Company.

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

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

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

                  (2) the Trustee is adjudged bankrupt or insolvent;

<PAGE>
                                                                              58


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

                  (4) the Trustee otherwise becomes incapable of acting.

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

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

                  If a successor  Trustee  does not take  office  within 60 days
after the retiring  Trustee resigns or is removed,  the retiring  Trustee or the
Holders of 10% in aggregate  principal amount of the Securities may petition any
court of competent jurisdiction for the appointment of a successor Trustee.

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

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

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

<PAGE>
                                                                              59


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

                  SECTION 7.10. Eligibility; Disqualification. The Trustee shall
at all times satisfy the requirements of TIA ss. 310(a).  The Trustee shall have
a combined capital and surplus of at least  $50,000,000 as set forth in its most
recent published  annual report of condition.  The Trustee shall comply with TIA
ss. 310(b);  provided,  however, that there shall be excluded from the operation
of TIA ss. 310(b)(1) any indenture or indentures under which other securities or
certificates of interest or participation in other securities of the Company are
outstanding  if the  requirements  for  such  exclusion  set  forth  in TIA  ss.
310(b)(1) are met.

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

                                   ARTICLE 8

                       Discharge of Indenture; Defeasance
                       ----------------------------------

                  SECTION   8.01.   Discharge  of   Liability   on   Securities;
Defeasance.  (a) When (i) the Company  delivers  to the Trustee all  outstanding
Securities  (other  than  Securities  replaced  pursuant  to  Section  2.07) for
cancelation  or (ii) all  outstanding  Securities  have become due and  payable,
whether at  maturity  or as a result of the  mailing  of a notice of  redemption
pursuant  to  Article 3 hereof and the  Company  irrevocably  deposits  with the
Trustee funds  sufficient to pay at maturity or upon  redemption all outstanding
Securities,  including  interest  thereon to  maturity or such  redemption  date
(other than Securities replaced pursuant to Section 2.07), and if in either case
the Company  pays all

<PAGE>
                                                                              60


other sums payable hereunder by the Company,  then this Indenture shall, subject
to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge
satisfaction   and  discharge  of  this  Indenture  on  demand  of  the  Company
accompanied  by an  Officers'  Certificate  and an Opinion of Counsel and at the
cost and expense of the Company.

                  (b) Subject to Sections  8.01(c) and 8.02,  the Company at any
time  may  terminate  (i) all its  obligations  under  the  Securities  and this
Indenture  ("legal  defeasance  option") or (ii) its obligations  under Sections
4.02,  4.03,  4.04,  4.05,  4.06,  4.07, 4.08, 4.09, 4.10, 4.11 and 4.12 and the
operation of Sections 6.01(6),  6.01(7),  6.01(8), 6.01(9) and 6.01(10) (but, in
the  case  of  Sections  6.01(7)  and  (8),  with  respect  only  to  Restricted
Subsidiaries) and the limitations  contained in Sections 5.01(a)(iv) and 5.01(c)
("covenant  defeasance  option").  The Company may exercise its legal defeasance
option notwithstanding its prior exercise of its covenant defeasance option.

                  If the Company exercises its legal defeasance option,  payment
of the  Securities  may not be  accelerated  because of an Event of Default with
respect  thereto.  If the Company  exercises  its  covenant  defeasance  option,
payment of the Securities may not be accelerated  because of an Event of Default
specified  in  Sections  6.01(3),   6.01(6),   6.01(7),   6.01(8),  6.01(9)  and
6.01(10)(but,  in the case of Sections  6.01(7) and (8),  with  respect  only to
Restricted Subsidiaries which constitute Significant Subsidiaries) or because of
the failure of the Company to comply with Section 5.01(a)(iv) or 5.01(c). If the
Company exercises its legal defeasance option or its covenant defeasance option,
each  Subsidiary  Guarantor,  if any, shall be released from all its obligations
with respect to its Subsidiary Guarantee.

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

                  (c)  Notwithstanding  clauses (a) and (b) above, the Company's
obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in
this  Article  8 shall  survive  until  the  Securities  have been paid in full.
Thereafter,  the Company's  obligations  in Sections  7.07,  8.04 and 8.05 shall
survive.

<PAGE>
                                                                              61


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

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

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

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

                  (4) the deposit does not  constitute a default under any other
         agreement binding on the Company and is not prohibited by Article 10;

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

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

<PAGE>
                                                                              62


                  (7) in the case of the covenant defeasance option, the Company
         shall have delivered to the Trustee an Opinion of Counsel to the effect
         that the  Securityholders  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; and

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

                  Before or after a deposit,  the Company may make  arrangements
satisfactory to the Trustee for the redemption of Securities at a future date in
accordance with Article 3.

                  SECTION 8.03.  Application  of Trust Money.  The Trustee shall
hold in trust money or U.S. Government Obligations deposited with it pursuant to
this  Article  8. It shall  apply the  deposited  money and the money  from U.S.
Government  Obligations  through the Paying  Agent and in  accordance  with this
Indenture to the payment of principal of and interest on the  Securities.  Money
and securities so held in trust are not subject to Article 10.

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

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

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

                  SECTION 8.06. Reinstatement. If the Trustee or Paying Agent is
unable to apply any money or U.S. Government Obligations in accordance with this
Article  8 by  reason  of

<PAGE>
                                                                              63


any legal  proceeding  or by reason  of any  order or  judgment  of any court or
governmental  authority  enjoining,  restraining or otherwise  prohibiting  such
application,  the Company's  obligations under this Indenture and the Securities
shall be revived and  reinstated  as though no deposit had occurred  pursuant to
this  Article 8 until such time as the Trustee or Paying  Agent is  permitted to
apply all such money or U.S.  Government  Obligations  in  accordance  with this
Article 8;  provided,  however,  that,  if the  Company  has made any payment of
interest on or principal of any Securities  because of the  reinstatement of its
obligations,  the Company  shall be  subrogated  to the rights of the Holders of
such  Securities  to  receive  such  payment  from the money or U.S.  Government
Obligations held by the Trustee or Paying Agent.


                                   ARTICLE 9

                                   Amendments
                                   ----------

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

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

                  (2) to comply with Article 5;

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

                  (4) to make any  change in Article 10 or Article 12 that would
         limit or  terminate  the  benefits  available  to any  holder of Senior
         Indebtedness (or Representatives  therefor) under Article 10 or Article
         12, respectively;

                  (5) to add  guarantees  with respect to the  Securities  or to
         release  Guarantors when permitted by the terms hereof or to secure the
         Securities;

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

<PAGE>
                                                                              64


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

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

                  An  amendment  under this Section may not make any change that
adversely  affects  the rights  under  Article 10 or Article 12 of any holder of
Senior  Debt then  outstanding  unless the  holders of such  Senior Debt (or any
group or representative thereof authorized to give a consent) consent in writing
to such change.

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

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

                  (1) change the Stated  Maturity  of the  principal  of, or any
         installment of interest on, any Security;

                  (2) reduce the principal amount of, or the premium or interest
         on, any Security;

                  (3) change the place or currency of payment of  principal  of,
         or premium or interest on, any Security;

                  (4) reduce the amount of Securities whose Holders must consent
         to an amendment or modification of this Indenture;

                  (5) reduce the amount of Securities whose Holders must consent
         to any waiver of compliance with the provisions of this Indenture;

                  (6) modify Section 6.04 or 6.07 or the second sentence of this
         Section;

<PAGE>
                                                                              65


                  (7) modify any of the  provisions  of Article 10 or Article 12
         in a manner materially adverse to the Securityholders;

                  (8) modify any  provisions  of the  Indenture  relating to the
         guarantee   by  the  Company  or  any   Subsidiary   Guarantor  of  the
         Indebtedness of any Unrestricted Subsidiaries; or

                  (9)  following  the mailing of any Offer to  Purchase,  modify
         such Offer to Purchase  required under Section 4.07 and Section 4.10 in
         a manner materially adverse to the Securityholders.

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

                  An  amendment  under this Section may not make any change that
adversely  affects  the rights  under  Article 10 or Article 12 of any holder of
Senior  Debt then  outstanding  unless the  holders of such  Senior Debt (or any
group or representative thereof authorized to give a consent) consent in writing
to such change.

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

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

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

<PAGE>
                                                                              66


                  The Company may,  but shall not be obligated  to, fix a record
date for the purpose of determining the  Securityholders  entitled to give their
consent or take any other action  described above or required or permitted to be
taken   pursuant  to  this   Indenture.   If  a  record  date  is  fixed,   then
notwithstanding  the  immediately  preceding  paragraph,  those Persons who were
Securityholders at such record date (or their duly designated proxies), and only
those  Persons,  shall be entitled to give such consent or to revoke any consent
previously  given or to take  any  such  action,  whether  or not  such  Persons
continue to be Holders after such record date. No such consent shall be valid or
effective for more than 120 days after such record date.

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

                  SECTION 9.06.  Trustee To Sign  Amendments.  The Trustee shall
sign any amendment  authorized  pursuant to this Article 9 if the amendment does
not  adversely  affect the rights,  duties,  liabilities  or  immunities  of the
Trustee.  If it does,  the  Trustee  may but need not sign it. In  signing  such
amendment  the  Trustee  shall  be  entitled  to  receive  indemnity  reasonably
satisfactory to it and to receive,  and (subject to Section 7.01) shall be fully
protected in relying  upon, an Officers'  Certificate  and an Opinion of Counsel
stating that such amendment is authorized or permitted by this Indenture.

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

<PAGE>
                                                                              67


                                   ARTICLE 10

                                 Subordination
                                 -------------

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

                  SECTION 10.02. Liquidation,  Dissolution, Bankruptcy. Upon any
payment or  distribution  of the assets of the  Company  to  creditors  upon any
liquidation, dissolution, winding up, reorganization, assignment for the benefit
of  creditors,  marshaling  of assets or any  bankruptcy,  insolvency or similar
proceeding relating to the Company or its property:

                  (1) holders of Senior Debt of the Company shall be entitled to
         receive payment in full of such Senior Debt in cash or Cash Equivalents
         before  Securityholders  shall be  entitled  to receive  any payment of
         principal of, or premium, if any, or interest on, the Securities; and

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

                  SECTION 10.03. Default on Senior Indebtedness. The Company may
not pay the  principal  of or  interest  on the  Securities  or make any deposit
pursuant to Section 8.01 and may not repurchase,  redeem or otherwise retire any
Securities  (collectively,  "pay the  Securities") if (i) any Senior Debt is not
paid in full in cash or Cash  Equivalents 

<PAGE>
                                                                              68


following the maturity (on the due date, upon acceleration or otherwise) of such
Senior Debt or (ii) there shall have occurred and be continuing a default in the
payment  of  Senior  Debt  unless,  in either  case,  (x) the  default  has been
expressly  cured or waived or (y) such Senior Debt has been paid in full in cash
or Cash Equivalents;  provided, however, that the Company may pay the Securities
without regard to the foregoing if the Company and the Trustee  receive  written
notice  approving  such  payment  from the  Representative  of such Senior Debt.
During the continuance of any default (other than a default  described in clause
(i) or (ii) of the preceding  sentence)  with respect to any  Designated  Senior
Debt that  permits  one or more  holders  thereof (or a trustee on behalf of the
holders thereof) to accelerate the maturity thereof, the Company may not pay the
Securities  for a period  (a  "Payment  Blockage  Period")  commencing  upon the
receipt by the Company and the Trustee of written  notice (a "Blockage  Notice")
of  such  default  from  the  Representative  of  such  Designated  Senior  Debt
specifying  an  election to effect a Payment  Blockage  Period and ending on the
earlier  of (x) 179 days  thereafter  and (y) the date on which  the  Designated
Senior  Debt  to  which  such  default  relates  is paid in full in cash or Cash
Equivalents   or  such   default  is  expressly   waived  or  otherwise   cured.
Notwithstanding the provisions  described in the immediately  preceding sentence
(but subject to the provisions contained in the first sentence of this Section),
unless the holders of such Designated Senior Debt or the  Representative of such
holders shall have accelerated the maturity of such Designated  Senior Debt, the
Company may resume payments on the Securities after  termination of such Payment
Blockage Period, subject to the provisions of the Senior Debt. Not more than one
Blockage Notice may be given in any consecutive 360-day period,  irrespective of
the number of  defaults  with  respect to  Designated  Senior  Debt  during such
period,  and there  shall be a period of at least 181  consecutive  days in each
period of 360  consecutive  days during which no Payment  Blockage  Period is in
effect. For purposes of this Section, no default or event of default (other than
a  default  described  in  clause  (i) or (ii)  of the  first  sentence  of this
paragraph) that existed or was continuing on the date of the commencement of any
Payment  Blockage  Period with respect to the Designated  Senior Debt initiating
such Payment Blockage Period shall be, or be made, the basis of the commencement
of a subsequent Payment Blockage Period by the Representative of such Designated
Senior Debt, whether or not within a period of 360 consecutive days, unless such
default or event of  default  shall  have been  expressly  cured or waived for a
period of not less than 180 consecutive days.

<PAGE>
                                                                              69


                  SECTION  10.04.  Acceleration  of  Payment of  Securities.  If
payment of the  Securities is  accelerated  because of an Event of Default,  the
holders of Senior Debt shall be  entitled to receive  payment in full in cash or
Cash  Equivalents of all Senior Debt before the holders of the Securities  shall
be entitled to receive any payment on account of the  principal  of (or premium,
if  any)  or  interest  on the  Securities  or on  account  of the  purchase  or
redemption or other acquisition of the Securities.

                  If an Event of Default  shall have  occurred and be continuing
(other than an Event of Default  pursuant to Section  6.01(7) or  6.01(8)),  the
Trustee or the Holders of the  Securities  electing to accelerate the Securities
pursuant to Section  6.02 shall give the holders of all  Designated  Senior Debt
(or their  Representatives)  five  Business  Days' prior  written  notice before
accelerating  the  Securities,  which notice shall state that it is a "Notice of
Intent to Accelerate";  provided,  however, that the Trustee shall have received
prior written notice from the Company specifying the names and addresses of such
holders of Designated Senior Debt; provided further,  however,  that the Trustee
or such holders may so accelerate the Securities immediately without such notice
if at  such  time  payment  of  any  Designated  Senior  Debt  shall  have  been
accelerated.  If payment of the Securities is accelerated because of an Event of
Default,  the Company or the Trustee  shall  promptly  notify the holders of the
Designated Senior Debt (or their Representatives) of the acceleration.

                  Notwithstanding  anything  to the  contrary  in  this  Section
10.04, the Trustee's  obligations  under this Section 10.04 shall only extend to
those holders of Designated  Senior Debt whose  identity or addresses  have been
accurately  disclosed  in writing by the  Company  to the  Trustee  prior to the
occurrence of an Event of Default.

                  SECTION  10.05.  When  Distribution  Must Be Paid  Over.  If a
payment or other distribution is made to the Trustee or any Securityholders that
because of this  Article 10 should  not have been made to them,  the  Trustee or
Securityholders,  as  the  case  may  be,  who  receive  the  payment  or  other
distribution  shall hold it in trust for  holders of Senior  Debt of the Company
and pay it over to them as their interests may appear,  to the extent  necessary
to pay in full in cash or Cash Equivalents all the Senior Debt.

                  SECTION  10.06.  Subrogation.  After  all  Senior  Debt of the
Company is paid in full in cash or Cash Equivalents and until the Securities are
paid in full,  Securityholders  shall be  subrogated to the rights of holders 

<PAGE>
                                                                              70


of such Senior Debt to receive  distributions  applicable to such Senior Debt. A
distribution  made under this  Article 10 to holders of such  Senior  Debt which
otherwise would have been made to Securityholders is not, as between the Company
and Securityholders, a payment by the Company on such Senior Debt.

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

                  (1) impair,  as between the Company and  Securityholders,  the
         obligation of the Company, which is absolute and unconditional,  to pay
         principal of and interest on the  Securities in  accordance  with their
         terms; or

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

                  SECTION 10.08.  Subordination  May Not Be Impaired by Company.
No  right  of  any  holder  of  Senior  Debt  of  the  Company  to  enforce  the
subordination of the Indebtedness  evidenced by the Securities shall be impaired
by any act or failure to act by the  Company  or by its  failure to comply  with
this Indenture.  The holders of Senior Debt may extend,  renew,  modify,  amend,
compromise,  supplement  or waive the terms of the Senior  Debt or any  security
therefor and release,  sell or exchange such and otherwise  deal freely with the
Company, all without affecting the liabilities and obligations of the parties to
the Indenture or the  Securityholders.  Each Securityholder by its acceptance of
the Securities,  waives any and all notice of renewal, extension,  modification,
amendment or  compromise,  supplement  or waiver  (including  granting  right of
accrual)  of the  Designated  Senior  Debt,  present or  future,  and agrees and
consents to the foregoing.

                  SECTION   10.09.   Rights  of  Trustee   and   Paying   Agent.
Notwithstanding  Section 10.03, the Trustee or Paying Agent may continue to make
payments  on the  Securities  and shall not be  charged  with  knowledge  of the
existence of facts that would  prohibit the making of any such payments  unless,
prior  to  such  payment,  a  Trust  Officer  of  the  Trustee  receives  notice
satisfactory  to it that  payments  may  not be  made  under  this  Article  10;
provided,  however,  that if on a date not less than two Business  Days prior to
the

<PAGE>
                                                                              71


date on which by the terms of this  Indenture  moneys  deposited  by the Company
with the Trustee for the payment of the Securities shall have become payable for
any  purpose,  the  Trustee or the Paying  Agent  shall not have  received  with
respect to such  moneys the notice  provided  for in this  Article  10, then the
Trustee or such  Payment  Agent will have full power and  authority to apply the
same to the  purpose  for  which  they were  received.  Nothing  herein  will be
construed  to relieve  any  Securityholder  from  duties  imposed  upon it under
Section 10.05 with respect to moneys  received in violation of the provisions of
this Article.  The Company,  the Registrar or co-registrar,  the Paying Agent, a
Representative  or a holder  of  Senior  Debt may  give  the  notice;  provided,
however,  that, if an issue of Senior Debt of the Company has a  Representative,
only the Representative may give the notice.

                  The Trustee in its  individual or any other  capacity may hold
Senior  Debt of the  Company  with the same  rights it would have if it were not
Trustee.  The  Registrar and  co-registrar  and the Paying Agent may do the same
with like rights.  The Trustee  shall be entitled to all the rights set forth in
this Article 10 with respect to any Senior Debt of the Company  which may at any
time be held by it, to the same extent as any other  holder of such Senior Debt;
and nothing in Article 7 shall  deprive the Trustee of any of its rights as such
holder. Nothing in this Article 10 shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 7.07.

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

                  SECTION 10.11.  Article 10 Not To Prevent Events of Default or
Limit  Right To  Accelerate.  The  failure  to make a  payment  pursuant  to the
Securities  by reason of any provision in this Article 10 shall not be construed
as preventing the occurrence of a Default.  Except as  specifically  provided in
Section 10.04,  nothing in this Article 10 shall have any effect on the right of
the Securityholders or the Trustee to accelerate the maturity of the Securities.

                  SECTION 10.12. Trust Moneys Not Subordinated.  Notwithstanding
anything  contained herein to the contrary,  payments from money or the proceeds
of U.S. Government  Obligations held in trust under Article 8 by the Trustee for
the  payment  of  principal  of and  interest  on the  Securities  shall  not be
subordinated  to the  prior  payment  of  any  Senior 

<PAGE>
                                                                              72


Debt or subject to the  restrictions  set forth in this  Article 10, and none of
the  Securityholders  shall be  obligated  to pay over  any such  amount  to the
Company or any holder of Senior Debt of the Company or any other creditor of the
Company.

                  SECTION 10.13.  Trustee  Entitled To Rely. Upon any payment or
distribution  pursuant to this  Article 10, the Trustee and the  Securityholders
shall be entitled  to rely (i) upon any order or decree of a court of  competent
jurisdiction in which any proceedings of the nature referred to in Section 10.02
are pending,  (ii) upon a  certificate  of the  liquidating  trustee or agent or
other  Person  making  such  payment or  distribution  to the  Trustee or to the
Securityholders or (iii) upon the Representatives for the holders of Senior Debt
of the  Company  for  the  purpose  of  ascertaining  the  Persons  entitled  to
participate in such payment or distribution, the holders of such Senior Debt and
other  Indebtedness of the Company,  the amount thereof or payable thereon,  the
amount or amounts  paid or  distributed  thereon and all other  facts  pertinent
thereto or to this Article 10. In the event that the Trustee determines, in good
faith,  that  evidence is required  with respect to the right of any Person as a
holder  of  Senior  Debt  of  the  Company  to  participate  in any  payment  or
distribution pursuant to this Article 10, the Trustee may request such Person to
furnish evidence to the reasonable  satisfaction of the Trustee as to the amount
of such  Senior  Debt held by such  Person,  the extent to which such  Person is
entitled  to  participate  in such  payment  or  distribution  and  other  facts
pertinent  to the rights of such  Person  under this  Article  10,  and, if such
evidence  is not  furnished,  the  Trustee  may defer any payment to such Person
pending  judicial  determination  as to the right of such Person to receive such
payment.  The  provisions  of Sections  7.01 and 7.02 shall be applicable to all
actions or omissions of actions by the Trustee pursuant to this Article 10.

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

                  SECTION  10.15.  Trustee Not  Fiduciary  for Holders of Senior
Debt.  The Trustee shall not be deemed to owe any fiduciary  duty to the holders
of  Senior  Debt  and  shall  not be  liable  to any  such  holders  if it shall
mistakenly pay

<PAGE>
                                                                              73


over or distribute to Securityholders or the Company or any other Person,  money
or assets to which any holders of Senior  Debt of the Company  shall be entitled
by virtue of this Article 10 or otherwise.

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


                                   ARTICLE 11

                              Subsidiary Guaranties
                              ---------------------

                  SECTION 11.01.  Guaranties.  Each Subsidiary  Guarantor hereby
unconditionally  and  irrevocably  guarantees,  jointly and  severally,  to each
Holder  and to the  Trustee  and its  successors  and  assigns  (a) the full and
punctual  payment of  principal  of and  interest  on the  Securities  when due,
whether at maturity, by acceleration,  by redemption or otherwise, and all other
monetary  obligations of the Company under this Indenture and the Securities and
(b) the full and punctual  performance  within  applicable  grace periods of all
other  obligations of the Company under this  Indenture and the Securities  (all
the foregoing being hereinafter  collectively  called the  "Obligations").  Each
Subsidiary  Guarantor  further  agrees that the  Obligations  may be extended or
renewed,  in whole or in part,  without  notice  or  further  assent  from  such
Subsidiary  Guarantor and that such Subsidiary Guarantor will remain bound under
this Article 11 notwithstanding any extension or renewal of any Obligation.

                  Each Subsidiary  Guarantor waives  presentation to, demand of,
payment  from and  protest  to the  Company of any of the  Obligations  and also
waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice
of any default under the Securities or the Obligations.  The obligations of each
Subsidiary  Guarantor  hereunder shall not be affected by (a) the failure of any
Holder or the  Trustee to assert any claim or demand or to enforce  any right or
remedy  against  the  Company  or any other  Person  under this  Indenture,  the
Securities or any other agreement or

<PAGE>
                                                                              74


otherwise;  (b) any  extension  or renewal of any thereof;  (c) any  rescission,
waiver,  amendment or  modification  of any of the terms or  provisions  of this
Indenture,  the  Securities  or any  other  agreement;  (d) the  release  of any
security held by any Holder or the Trustee for the  Obligations  or any of them;
(e) the  failure of any Holder or the  Trustee to  exercise  any right or remedy
against  any  other  guarantor  of the  Obligations;  or (f) any  change  in the
ownership of such Subsidiary Guarantor.

                  Each Subsidiary  Guarantor  further agrees that its Subsidiary
Guaranty herein  constitutes a guarantee of payment,  performance and compliance
when due (and not a  guarantee  of  collection)  and waives any right to require
that any resort be had by any Holder or the  Trustee  to any  security  held for
payment of the Obligations.

                  Each Subsidiary  Guarantee is, to the extent and in the manner
set forth in Article  12,  subordinated  and  subject in right of payment to the
prior payment in full of all Senior Debt of the Subsidiary Guarantor giving such
Subsidiary  Guarantee  and each  Subsidiary  Guarantee  is made  subject to such
provisions of this Indenture.

                  Except as expressly set forth in Sections  8.01(b),  11.02 and
11.06,  the  obligations of each  Subsidiary  Guarantor  hereunder  shall not be
subject to any reduction, limitation,  impairment or termination for any reason,
including any claim of waiver, release, surrender, alteration or compromise, and
shall not be subject  to any  defense of  setoff,  counterclaim,  recoupment  or
termination   whatsoever  or  by  reason  of  the   invalidity,   illegality  or
unenforceability   of  the  Obligations  or  otherwise.   Without  limiting  the
generality of the foregoing, the obligations of each Subsidiary Guarantor herein
shall not be discharged or impaired or otherwise  affected by the failure of any
Holder or the  Trustee to assert  any claim or demand or to  enforce  any remedy
under this Indenture,  the Securities or any other  agreement,  by any waiver or
modification  of any  thereof,  by any  default,  failure  or delay,  willful or
otherwise,  in the performance of the obligations,  or by any other act or thing
or  omission  or delay to do any  other  act or thing  which may or might in any
manner or to any  extent  vary the risk of such  Subsidiary  Guarantor  or would
otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law
or equity.

                  Each Subsidiary  Guarantor  further agrees that its Subsidiary
Guarantee  shall continue to be effective or be reinstated,  as the case may be,
if at any time payment,  or any part thereof, of principal of or interest on any



<PAGE>
                                                                              75


Obligation  is  rescinded  or must  otherwise  be  restored by any Holder or the
Trustee upon the bankruptcy or reorganization of the Company or otherwise.

                  In  furtherance  of the foregoing and not in limitation of any
other right that any Holder or the  Trustee has at law or in equity  against any
Subsidiary  Guarantor by virtue  hereof,  upon the failure of the Company to pay
the principal of or interest on any Obligation when and as the same shall become
due,  whether at maturity,  by acceleration,  by redemption or otherwise,  or to
perform or comply with any other Obligation, each Subsidiary Guarantor,  subject
to the  provisions of Article 12, hereby  promises to and will,  upon receipt of
written  demand by the Trustee,  forthwith pay, or cause to be paid, in cash, to
the Holders or the Trustee an amount  equal to the sum of (i) the unpaid  amount
of such  Obligations,  (ii) accrued and unpaid interest on such Obligations (but
only to the  extent  not  prohibited  by  law)  and  (iii)  all  other  monetary
Obligations of the Company to the Holders and the Trustee.

                  Each Subsidiary Guarantor agrees that it shall not be entitled
to any right of  subrogation  in respect of any  Obligations  guaranteed  hereby
until  payment  in full of all  Obligations  and all  obligations  to which  the
Obligations  are  subordinated  as  provided  in  Article  12.  Each  Subsidiary
Guarantor  further  agrees that, as between it, 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 6 for the purposes
of such Subsidiary Guarantor's Subsidiary Guarantee herein,  notwithstanding any
stay, injunction or other prohibition preventing such acceleration in respect of
the Obligations  guaranteed  hereby,  and (y) in the event of any declaration of
acceleration  of such  obligations  as provided  in Article 6, such  Obligations
(whether or not due and payable) shall forthwith  become due and payable by such
Subsidiary Guarantor for the purposes of this Section, subject to the provisions
of Article 12.

                  Each Subsidiary Guarantor also agrees to pay any and all costs
and expenses (including  reasonable  attorneys' fees) incurred by the Trustee or
any Holder in enforcing any rights under this Section.

                  SECTION 11.02. Limitation on Liability.  Any term or provision
of this Indenture to the contrary notwithstanding, the maximum, aggregate amount
of the Obligations  guaranteed  hereunder by any Subsidiary  Guarantor shall not
exceed the maximum amount that can be hereby  guaranteed  without rendering this
Indenture, as it relates



<PAGE>
                                                                              76


to  such  Subsidiary  Guarantor,  voidable  under  applicable  law  relating  to
fraudulent  conveyance  or  fraudulent  transfer or similar laws  affecting  the
rights of  creditors  generally.  In addition,  for  purposes of any  applicable
fraudulent transfer or similar laws,  Indebtedness under the Senior Debt will be
deemed to have been incurred prior to the incurrence by any Subsidiary Guarantor
of its liabilities under this Article.

                  SECTION 11.03.  Successors and Assigns.  This Article 11 shall
be binding upon each  Subsidiary  Guarantor and its  successors  and assigns and
shall enure to the benefit of the  successors and assigns of the Trustee and the
Holders and, in the event of any transfer or  assignment of rights by any Holder
or the  Trustee,  the rights and  privileges  conferred  upon that party in this
Indenture and in the Securities shall  automatically  extend to and be vested in
such  transferee  or assignee,  all subject to the terms and  conditions of this
Indenture.

                  SECTION 11.04. No Waiver. Neither a failure nor a delay on the
part of either the  Trustee or the  Holders in  exercising  any right,  power or
privilege under this Article 11 shall operate as a waiver  thereof,  nor shall a
single or partial exercise thereof preclude any other or further exercise of any
right, power or privilege.  The rights, remedies and benefits of the Trustee and
the Holders herein  expressly  specified are cumulative and not exclusive of any
other rights,  remedies or benefits  which either may have under this Article 11
at law, in equity, by statute or otherwise.

                  SECTION 11.05.  Modification.  No  modification,  amendment or
waiver of any  provision of this Article 11, nor the consent to any departure by
any Subsidiary Guarantor  therefrom,  shall in any event be effective unless the
same shall be in  writing  and signed by the  Trustee,  and then such  waiver or
consent shall be effective only in the specific instance and for the purpose for
which  given.  No notice to or demand on any  Subsidiary  Guarantor  in any case
shall entitle such Subsidiary Guarantor to any other or further notice or demand
in the same, similar or other circumstances.

                  SECTION  11.06.  Release of  Subsidiary  Guarantor.  Under the
circumstances  provided for in Section 5.01(b), a Subsidiary  Guarantor shall be
deemed released from all  obligations  under this Article 11 without any further
action required on the part of the Trustee or any Holder.  At the request of the
Company,  the  Trustee  shall  execute  and  deliver an  appropriate  instrument
evidencing such release.

<PAGE>
                                                                              77


                                   ARTICLE 12

                     Subordination of Subsidiary Guaranties
                     --------------------------------------

                  SECTION  12.01.  Agreement  To  Subordinate.  Each  Subsidiary
Guarantor agrees, and each  Securityholder by accepting a Security agrees,  that
the  Obligations  of such  Subsidiary  Guarantor  are  subordinated  in right of
payment,  to the extent and in the manner  provided  in this  Article 12, to the
prior  payment  of all Senior  Debt of such  Subsidiary  Guarantor  and that the
subordination  is for the  benefit  of and  enforceable  by the  holders of such
Senior Debt. The Obligations of a Subsidiary  Guarantor shall rank pari passu in
right of  payment  with  all  other  Senior  Subordinated  Indebtedness  of such
Subsidiary   Guarantor  and  only  Senior  Debt  of  such  Subsidiary  Guarantor
(including such Subsidiary  Guarantor's Guarantee of Senior Debt of the Company)
shall rank senior to the Obligations of such Subsidiary  Guarantor in accordance
with the provisions set forth herein.

                  SECTION 12.02. Liquidation,  Dissolution, Bankruptcy. Upon any
payment or distribution  of the assets of any Subsidiary  Guarantor to creditors
upon any liquidation,  dissolution,  winding up, reorganization,  assignment for
the benefit of creditors, marshaling of assets or any bankruptcy,  insolvency or
similar proceeding relating to such Subsidiary Guarantor or its property:

                  (1) holders of Senior Debt of such Subsidiary  Guarantor shall
         be entitled  to receive  payment in full of such Senior Debt in cash or
         Cash Equivalents  before  Securityholders  shall be entitled to receive
         any payment  pursuant to any Obligations of such Subsidiary  Guarantor;
         and

                  (2) until the Senior Debt of such Subsidiary Guarantor is paid
         in full in cash or Cash  Equivalents,  any payment or  distribution  to
         which  Securityholders  would be entitled but for this Article 12 shall
         be made to holders of such Senior Debt as their  interests  may appear,
         except that  Securityholders  may receive  shares of stock and any debt
         securities of such Subsidiary Guarantor that are subordinated to Senior
         Debt, and to any debt securities received by holders of Senior Debt, of
         such  Subsidiary   Guarantor  to  at  least  the  same  extent  as  the
         Obligations of such  Subsidiary  Guarantor are  subordinated  to Senior
         Debt of such Subsidiary Guarantor.

<PAGE>
                                                                              78


                  SECTION 12.03. Default on Senior Debt of Subsidiary Guarantor.
No Subsidiary  Guarantor may make any payment pursuant to any of its Obligations
or  repurchase,  redeem or otherwise  retire or defease any  Securities or other
Obligations (collectively, "pay its Subsidiary Guaranty") if (i) any Senior Debt
of the  Company is not paid in full in cash or Cash  Equivalents  following  the
maturity (on the due date,  upon  acceleration or otherwise) of such Senior Debt
or (ii) there shall have  occurred and be continuing a default in the payment of
Senior  Debt of the Company  unless,  in either  case,  (x) the default has been
expressly  cured or waived or (y) such Senior Debt has been paid in full in cash
or Cash Equivalents;  provided,  however,  that any Subsidiary Guarantor may pay
its  Subsidiary  Guarantee  without  regard to the foregoing if such  Subsidiary
Guarantor and the Trustee receive written notice approving such payment from the
Representatives  of the  Senior  Debt.  No  Subsidiary  Guarantor  may  pay  its
Subsidiary Guarantee during the continuance of any Payment Blockage Period after
receipt by the Company and the Trustee of a Blockage Notice under Section 10.03.
Notwithstanding the provisions  described in the immediately  preceding sentence
(but subject to the provisions contained in the first sentence of this Section),
unless the holders of Designated  Senior Debt giving such Blockage Notice or the
Representative  of such  holders  shall have  accelerated  the  maturity of such
Designated Senior Debt, any Subsidiary Guarantor may resume payments pursuant to
its Subsidiary  Guarantee  after  termination of such Payment  Blockage  Period,
subject to the provisions of any Senior Debt.

                  SECTION 12.04.  Demand for Payment. If a demand for payment is
made on a  Subsidiary  Guarantor  pursuant  to Article  11,  the  Trustee or the
Holders of the  Securities  electing to demand such payment from the  Subsidiary
Guarantor pursuant to Article 11 shall give the holders of the Designated Senior
Debt (or their  Representatives) five Business Days' prior written notice before
making such  demand,  which notice shall state that it is a "Notice of Intent to
Demand for  Payment";  provided,  however,  that the Trustee shall have received
prior written notice from the Company specifying the names and addresses of such
holders of Designated Senior Debt; provided further,  however,  that the Trustee
or such Holders may make such demand immediately  without such notice if at such
time payment of any Designated Senior Debt shall have been demanded.  If payment
of the Securities is demanded because of an Event of Default, the Company or the
Trustee  shall  promptly  notify the holders of the  Designated  Senior Debt (or
their Representatives) of such demand.

<PAGE>
                                                                              79


                  Notwithstanding  anything  to the  contrary  in  this  Section
12.04, the Trustee's  obligations  under this Section 12.04 shall only extend to
those holders of Designated  Senior Debt whose  identity or addresses  have been
accurately  disclosed  in writing by the  Company  to the  Trustee  prior to the
occurrence of an Event of Default.

                  SECTION  12.05.  When  Distribution  Must Be Paid  Over.  If a
payment or other distribution is made to the Trustee or any Securityholders that
because of this  Article 12 should  not have been made to them,  the  Trustee or
Securityholders  who receive the payment or other  distribution shall hold it in
trust for holders of the  relevant  Senior Debt and pay it over to them or their
Representatives  as their interests may appear to the extent necessary to pay in
full in  cash  or  Cash  Equivalents  all  the  Senior  Debt of such  Subsidiary
Guarantor.

                  SECTION  12.06.  Subrogation.  After  all  Senior  Debt  of  a
Subsidiary  Guarantor is paid in full in cash or Cash  Equivalents and until the
Securities are paid in full,  Securityholders  shall be subrogated to the rights
of holders of such Senior  Debt to receive  distributions  applicable  to Senior
Debt. A  distribution  made under this Article 12 to holders of such Senior Debt
which otherwise would have been made to  Securityholders  is not, as between the
relevant Subsidiary Guarantor and Securityholders,  a payment by such Subsidiary
Guarantor on such Senior Debt.

                  SECTION 12.07.  Relative  Rights.  This Article 12 defines the
relative  rights of  Securityholders  and holders of Senior Debt of a Subsidiary
Guarantor. Nothing in this Indenture shall:

                  (1)   impair,   as   between  a   Subsidiary   Guarantor   and
         Securityholders,  the obligation of such Subsidiary Guarantor, which is
         absolute and  unconditional,  to pay the  Obligations to the extent set
         forth in Article 11 or the relevant Subsidiary Guaranty; or

                  (2) prevent the Trustee or any Securityholder  from exercising
         its  available  remedies  upon a default by such  Subsidiary  Guarantor
         under the Obligations,  subject to the rights of holders of Senior Debt
         of  such   Subsidiary   Guarantor   to  receive   payments   and  other
         distributions otherwise payable to Securityholders.

                  SECTION 12.08.  Subordination  May Not Be Impaired by Company.
No right of any holder of Senior Debt of any Subsidiary Guarantor to enforce the
subordination of the Obligations of such Subsidiary  Guarantor shall be impaired

<PAGE>
                                                                              80


by any act or failure to act by such  Subsidiary  Guarantor or by its failure to
comply  with this  Indenture.  The  holders of Senior  Debt may  extend,  renew,
modify, amend,  compromise,  supplement or waive the terms of the Senior Debt or
any security  therefor and release,  sell or exchange  such and  otherwise  deal
freely with the Company,  all without  affecting the liabilities and obligations
of the parties to the Indenture or the  Securityholders.  Each Securityholder by
its  acceptance  of the  Securities,  waives  any and  all  notice  of  renewal,
extension,   modification,   amendment  or  compromise,   supplement  or  waiver
(including  granting right of accrual) of the Designated Senior Debt, present or
future, and agrees and consents to the foregoing.

                  SECTION   12.09.   Rights  of  Trustee   and   Paying   Agent.
Notwithstanding  Section 12.03, the Trustee or Paying Agent may continue to make
payments  on the  Securities  and shall not be  charged  with  knowledge  of the
existence of facts that would  prohibit the making of any such payments  unless,
prior to such payment,  a Trust Officer of the Trustee  receives  written notice
satisfactory  to it that  payments  may  not be  made  under  this  Article  12;
provided,  however,  that if on a date not less than two Business  Days prior to
the date on which by the terms of this Indenture moneys deposited by the Company
with the Trustee for the payment of the Securities shall have become payable for
any  purpose,  the  Trustee or the Paying  Agent  shall not have  received  with
respect to such  moneys the notice  provided  for in this  Article  12, then the
Trustee or such  Payment  Agent will have full power and  authority to apply the
same to the  purpose  for  which  they were  received.  Nothing  herein  will be
construed  to relieve  any  Securityholder  from  duties  imposed  upon it under
Section 12.05 with respect to moneys  received in violation of the provisions of
this Article. The Company, the relevant Subsidiary  Guarantor,  the Registrar or
co-registrar,  the Paying Agent, a Representative  or a holder of Senior Debt of
any Subsidiary  Guarantor may give the notice;  provided,  however,  that, if an
issue of Senior Debt of any Subsidiary Guarantor has a Representative,  only the
Representative may give the notice.

                  The Trustee in its  individual or any other  capacity may hold
Senior Debt with the same rights it would have if it were not the  Trustee.  The
Registrar  and  co-registrar  and the  Paying  Agent  may do the same  with like
rights.  The  Trustee  shall be  entitled  to all the  rights  set forth in this
Article 12 with respect to any Senior Debt of any Subsidiary Guarantor which may
at any time be held by it,  to the same  extent  as any  other  holder of Senior
Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as
such  holder.  Nothing in this  Article 12 shall



<PAGE>
                                                                              81


apply to claims of, or  payments  to, the  Trustee  under or pursuant to Section
7.07.

                  SECTION  12.10.  Distribution  or  Notice  to  Representative.
Whenever  a  distribution  is to be made or a notice  given to holders of Senior
Debt of any Subsidiary  Guarantor,  the  distribution may be made and the notice
given to their Representative (if any).

                  SECTION  12.11.  Article  12 Not To Prevent  Defaults  Under a
Subsidiary  Guarantee  or Limit Right To Demand  Payment.  The failure to make a
payment  pursuant to a Subsidiary  Guarantee by reason of any  provision in this
Article 12 shall not be  construed as  preventing  the  occurrence  of a default
under such Subsidiary Guaranty. Nothing in this Article 12 shall have any effect
on the right of the  Securityholders or the Trustee to make a demand for payment
on any Subsidiary  Guarantor  pursuant to Article 11 or the relevant  Subsidiary
Guaranty.

                  SECTION 12.12.  Trustee  Entitled To Rely. Upon any payment or
distribution  pursuant to this  Article 12, the Trustee and the  Securityholders
shall be entitled  to rely (i) upon any order or decree of a court of  competent
jurisdiction in which any proceedings of the nature referred to in Section 12.02
are pending,  (ii) upon a  certificate  of the  liquidating  trustee or agent or
other  Person  making  such  payment or  distribution  to the  Trustee or to the
Securityholders or (iii) upon the Representatives for the holders of Senior Debt
of any Subsidiary Guarantor for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution,  the holders of such Senior Debt
and other  indebtedness  of such  Subsidiary  Guarantor,  the amount  thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts  pertinent  thereto or to this  Article  12. In the event that the Trustee
determines,  in good faith,  that evidence is required with respect to the right
of any  Person  as a  holder  of  Senior  Debt of any  Subsidiary  Guarantor  to
participate  in any payment or  distribution  pursuant  to this  Article 12, the
Trustee  may  request  such  Person  to  furnish   evidence  to  the  reasonable
satisfaction  of the Trustee as to the amount of Senior Debt of such  Subsidiary
Guarantor  held by such  Person,  the extent to which such Person is entitled to
participate  in such payment or  distribution  and other facts  pertinent to the
rights of such  Person  under this  Article  12,  and,  if such  evidence is not
furnished,  the Trustee may defer any  payment to such Person  pending  judicial
determination  as to the  right of such  Person to  receive  such  payment.  The
provisions  of  Sections  7.01 and 7.02 shall be 

<PAGE>
                                                                              82


applicable  to all actions or  omissions  of actions by the Trustee  pursuant to
this Article 12.

                  SECTION  12.13.  Trustee  To  Effectuate  Subordination.  Each
Securityholder by accepting a Security authorizes and directs the Trustee on his
behalf to take such action as may be necessary or  appropriate to acknowledge or
effectuate  the  subordination  between the  Securityholders  and the holders of
Senior Debt of any  Subsidiary  Guarantor  as  provided  in this  Article 12 and
appoints the Trustee as attorney-in-fact for any and all such purposes.

                  SECTION  12.14.  Trustee Not  Fiduciary  for Holders of Senior
Debt of  Subsidiary  Guarantor.  The  Trustee  shall  not be  deemed  to owe any
fiduciary  duty to the holders of Senior Debt of any  Subsidiary  Guarantor  and
shall not be  liable  to any such  holders  if it shall  mistakenly  pay over or
distribute  to  Securityholders  or the  Company or any other  Person,  money or
assets to which any  holders of such  Senior Debt shall be entitled by virtue of
this Article 12 or otherwise.

                  SECTION   12.15.   Reliance  by  Holders  of  Senior  Debt  on
Subordination   Provisions.   Each   Securityholder   by  accepting  a  Security
acknowledges and agrees that the foregoing subordination provisions are, and are
intended to be, an inducement and a  consideration  to each holder of any Senior
Debt of any  Subsidiary  Guarantor,  whether  such  Senior  Debt was  created or
acquired before or after the issuance of the Securities, to acquire and continue
to hold, or to continue to hold, such Senior Debt and such holder of Senior Debt
shall be deemed conclusively to have relied on such subordination  provisions in
acquiring and continuing to hold, or in continuing to hold, such Senior Debt.


                                   ARTICLE 13

                                 Miscellaneous
                                 -------------

                  SECTION 13.01. Trust Indenture Act Controls.  If any provision
of this Indenture limits, qualifies or conflicts with another provision which is
required to be included in this  Indenture by the TIA,  the  required  provision
shall control.

<PAGE>
                                                                              83


                  SECTION 13.02.  Notices.  Any notice or communication shall be
in writing and delivered in person or mailed by  first-class  mail  addressed as
follows:

                   if to the Company or any Subsidiary Guarantor:


                           Radio One, Inc.
                           5900 Princess Garden Parkway
                           Lanham, MD  20706

                           Attention of:  Alfred C. Liggins, III
                                          Chief Executive Officer


                                 if to the Trustee:

                           United States Trust Company of New York
                           114 West 47th Street, 25th floor
                           New York, NY 10036

                           Attention of :  Corporate Trust Division

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

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

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

                  SECTION  13.03.  Communication  by Holders with Other Holders.
Securityholders   may  communicate   pursuant  to  TIA  ss.  312(b)  with  other
Securityholders  with  respect  to their  rights  under  this  Indenture  or the
Securities.  The Company,  the Trustee, the Registrar and anyone else shall have
the protection of TIA ss. 312(c).

                  SECTION  13.04.  Certificate  and  Opinion  as  to  Conditions
Precedent. Upon any request or application by the Company to the Trustee to take
or refrain  from  taking

<PAGE>
                                                                              84


any action under this Indenture, the Company shall furnish to the Trustee:

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

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

                  SECTION 13.05.  Statements Required in Certificate or Opinion.
Each  certificate  or opinion  with  respect to  compliance  with a covenant  or
condition provided for in this Indenture shall include:

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

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

                  (3) a statement  that, in the opinion of such  individual,  he
         has made such  examination or  investigation  as is necessary to enable
         him to express an informed  opinion as to whether or not such  covenant
         or condition has been complied with; and

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

                  SECTION 13.06.  When  Securities  Disregarded.  In determining
whether  the  Holders  of the  required  principal  amount  of  Securities  have
concurred in any direction,  waiver or consent,  Securities owned by the Company
or by any Person  directly or indirectly  controlling  or controlled by or under
direct or indirect  common  control with the Company  shall be  disregarded  and
deemed not to be  outstanding,  except  that,  for the  purpose  of  determining
whether the Trustee shall be protected in relying on any such direction,  waiver
or consent,  only  Securities  which the Trustee  knows are so owned shall be so
disregarded.  Also, subject to the foregoing, only Securities outstanding at the
time shall be considered in any such determination.

<PAGE>
                                                                              85


                  SECTION 13.07.  Rules by Trustee,  Paying Agent and Registrar.
The  Trustee  may  make  reasonable   rules  for  action  by  or  a  meeting  of
Securityholders.  The Registrar and the Paying Agent may make  reasonable  rules
for their functions.

                  SECTION  13.08.  Legal  Holidays.   A  "Legal  Holiday"  is  a
Saturday, a Sunday or a day on which banking institutions are not required to be
open in the State of New York.  If a payment  date is a Legal  Holiday,  payment
shall be made on the next  succeeding  day that is not a Legal  Holiday,  and no
interest shall accrue for the intervening  period. If a regular record date is a
Legal Holiday, the record date shall not be affected.

                  SECTION   13.09.   Governing   Law.  This  Indenture  and  the
Securities  shall be governed by, and construed in accordance  with, the laws of
the State of New York but without  giving  effect to  applicable  principles  of
conflicts  of law to the  extent  that the  application  of the laws of  another
jurisdiction would be required thereby.

                  SECTION  13.10.  No  Recourse   Against  Others.  A  director,
officer,  employee or  stockholder,  as such,  of the Company shall not have any
liability  for any  obligations  of the  Company  under the  Securities  or this
Indenture  or for any  claim  based  on,  in  respect  of or by  reason  of such
obligations  or their  creation.  By accepting a Security,  each  Securityholder
shall waive and release all such liability. The waiver and release shall be part
of the consideration for the issue of the Securities.

                  SECTION  13.11.  Successors.  All agreements of the Company in
this Indenture and the Securities  shall bind its successors.  All agreements of
the Trustee in this Indenture shall bind its successors.

                  SECTION 13.12.  Multiple  Originals.  The parties may sign any
number of copies of this Indenture.  Each signed copy shall be an original,  but
all of them together represent the same agreement.  One signed copy is enough to
prove this Indenture.

                  SECTION  13.13.  Table of  Contents;  Headings.  The  table of
contents,  cross-reference  sheet and  headings of the  Articles and Sections of
this  Indenture have been inserted for  convenience  of reference  only, are not
intended to be  considered a part hereof and shall not modify or restrict any of
the terms or provisions hereof.


<PAGE>


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


                                         RADIO ONE, INC.,

                                           by  /s/ Alfred Liggins
                                                  ------------------------
                                                  Name: Alfred Liggins
                                                  Title: President


                                         RADIO ONE LICENSES, INC., as
                                         Guarantor,

                                           by  /s/ Alfred Liggins
                                                  ------------------------
                                                  Name: Alfred Liggins
                                                  Title: President


                                         UNITED STATES TRUST COMPANY
                                         OF NEW YORK, as Trustee,

                                           by  /s/ Patricia Stermer
                                                  ------------------------
                                                  Name: Patricia Stermer
                                                  Title: Assitant Vice President

<PAGE>



                                                                       EXHIBIT A
        [FORM OF FACE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY]

*/
**/

No.                                                                           $

                     12% Senior Subordinated Notes Due 2004

                  RADIO ONE, INC., a Delaware corporation,  promises to pay to ,
or registered assigns, the principal sum of Dollars on May 15, 2004.

                  Interest Payment Dates: May 15 and November 15.

                  Record Dates: May 1 and November 1.

                  Additional  provisions  of this  Security are set forth on the
other side of this Security.

Dated:

                                              RADIO ONE INC.,

                                              by
                                                     -----------------------
                                                     President

                                                     -----------------------
                                                     Secretary

TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

UNITED STATES TRUST COMPANY
OF NEW YORK,

  as Trustee, certifies
  that this is one of              [Seal]
  the Securities referred
  to in the Indenture.

  by
    -----------------------------
   Authorized Signatory


<PAGE>
                                                                               2




----------
*/ If the  Security  is to be issued in global  form add the  Global  Securities
Legend  from  Exhibit 1 to  Appendix A and the  attachment  from such  Exhibit 1
captioned  "[TO BE  ATTACHED TO GLOBAL  SECURITIES]  SCHEDULE  OF  INCREASES  OR
DECREASES IN GLOBAL SECURITY".

**/ If the Security is a Private Exchange  Security issued in a Private Exchange
to an Initial Purchaser holding an unsold portion of its initial allotment,  add
the  Restricted  Securities  Legend from Exhibit 1 to Appendix A and replace the
Assignment  Form included in this Exhibit A with the Assignment Form included in
such Exhibit 1.


<PAGE>
                                                                               3




    [FORM OF REVERSE SIDE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY]


                      12% Senior Subordinated Note Due 2004


1.  Interest

                  Radio One, Inc., a Delaware corporation (such corporation, and
its  successors and assigns under the Indenture  hereinafter  referred to, being
herein called the "Company"),  promises to pay interest on the principal  amount
of this Security from May 19, 1997 to and including May 15, 2000 at a rate of 7%
per annum and after May 15,  2000  until  maturity  at a rate of 12% per  annum;
provided,   however,   that  if  a  Registration  Default  (as  defined  in  the
Registration  Rights Agreement) occurs,  additional interest will accrue on this
Security at a rate of 0.50% per annum from and  including  the date on which any
such  Registration  Default  shall occur to but  excluding the date on which all
Registration   Defaults   have  been  cured.   The  Company  will  pay  interest
semiannually on May 15 and November 15 of each year,  commencing on November 15,
1997.  Interest on the Securities will accrue from the most recent date to which
interest  has been paid or, if no  interest  has been paid,  from May 19,  1997.
Interest  will be  computed  on the  basis of a 360-day  year of  twelve  30-day
months. The Company shall pay interest on overdue principal at the rate borne by
the  Securities  plus  2% per  annum,  and it  shall  pay  interest  on  overdue
installments of interest at the same rate to the extent lawful.

2.  Method of Payment

                  The  Company  will  pay  interest  on the  Securities  (except
defaulted  interest) to the Persons who are registered  holders of Securities at
the close of business on May 1 or November 1 next preceding the interest payment
date even if Securities  are canceled after the record date and on or before the
interest  payment date.  Holders must surrender  Securities to a Paying Agent to
collect principal payments. The Company will pay principal and interest in money
of the United  States that at the time of payment is legal tender for payment of
public  and  private  debts.   Payments  in  respect  of  Securities  (including
principal,  premium and interest)  will be made by wire transfer of  immediately

<PAGE>
                                                                               4


available funds to the accounts  specified by the holders thereof or, if no U.S.
dollar  account  maintained  by the payee  with a bank in the  United  States is
designated  by any holder to the  Trustee  or the Paying  Agent at least 30 days
prior to the  relevant  due date for  payment (or such other date as the Trustee
may accept in its discretion),  by mailing a check to the registered  address of
such holder.

3.  Paying Agent and Registrar

                  Initially, United States Trust Company of New York, a New York
trust company ("Trustee"),  will act as Paying Agent and Registrar.  The Company
may appoint  and change any Paying  Agent,  Registrar  or  co-registrar  without
notice.  The  Company  or any  of its  domestically  incorporated  Wholly  Owned
Subsidiaries may act as Paying Agent, Registrar or co-registrar.

4.  Indenture

                  The Company issued the Securities  under an Indenture dated as
of May 15, 1997 (the "Indenture"),  among the Company, Radio One Licenses, Inc.,
as a Subsidiary Guarantor,  and the Trustee. The terms of the Securities include
those stated in the  Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939 (15 U.S.C. ss.ss.  77aaa-77bbbb) as in effect
on the date of the Indenture (the "Act"). Terms defined in the Indenture and not
defined  herein  have  the  meanings  ascribed  thereto  in the  Indenture.  The
Securities are subject to all such terms,  and  Securityholders  are referred to
the Indenture and the Act for a statement of those terms.

                  The  Securities  are  general  unsecured  obligations  of  the
Company limited to $85,478,000  aggregate  principal  amount (subject to Section
2.07 of the Indenture).  The Indenture  contains certain  restrictive  covenants
with  respect  to  the  Company  and  certain  of  its  subsidiaries,  including
limitations  on (a) the sale of assets,  including the equity  interests of such
subsidiaries,  (b) asset  swaps,  (c) the  payment of  Restricted  Payments  (as
defined),  (d) the incurrence of indebtedness and issuance of preferred stock by
the  Company or such  subsidiaries,  (e) the  issuance of Equity  Interests  (as
defined) by such subsidiaries, (f) certain transactions with affiliates, (g) the
incurrence  of  senior  subordinated  debt and (h)  certain  consolidations  and
mergers.  The Indenture also will prohibit certain

<PAGE>
                                                                               5


restrictions on distributions from such  subsidiaries.  All of these limitations
and prohibitions, however, are subject to a number of important qualifications.

5. Optional Redemption

                  Except as set forth in the next paragraph,  the Securities may
not be redeemed  prior to May 15, 2001. On and after that date,  the Company may
redeem the  Securities  in whole at any time or in part from time to time at the
following redemption prices (expressed in percentages of principal amount), plus
accrued  interest  to the  redemption  date  (subject to the right of Holders of
record on the  relevant  record  date to  receive  interest  due on the  related
interest  payment date) if redeemed during the 12-month period  beginning on May
15 of each of the years indicated below.

             Period                                Percentage
              2001                                  106.000%
              2002                                  104.000%
              2003                                  100.000%

                  In addition,  at any time prior to May 15,  2000,  the Company
may redeem up to 25% of the original principal amount of the Securities with the
net proceeds of a Public Equity Offering, at any time or from time to time, at a
redemption  price  (expressed as a percentage of Accreted  Value) of 112%,  plus
accrued  interest to redemption  date (subject to the right of Holders of record
on the  relevant  record date to receive  interest  due on the related  interest
payment date);  provided,  however, that (a) such redemptions shall occur within
180 days  following  the closing of such Public  Equity  Offering  and (b) after
giving effect to such redemption,  at least $64,109,000 aggregate Accreted Value
of the Securities shall remain outstanding.

6.  Notice of Redemption

                  Notice of  redemption  will be mailed at least 30 days but not
more than 60 days before the redemption  date to each Holder of Securities to be
redeemed at his  registered  address.  Securities in  denominations  larger than
$1,000 may be redeemed in part but only in whole  multiples of $1,000.  If money
sufficient to pay the redemption price of and accrued interest on all Securities
(or portions  thereof) to be redeemed on the  redemption  date is deposited with
the

<PAGE>
                                                                               6


Paying Agent on or before the redemption  date and certain other  conditions are
satisfied,  on and after such date interest  ceases to accrue on such Securities
(or such portions thereof) called for redemption.

7.  Offers to Purchase

                  The Company  shall be  required  (a) upon a Change of Control,
subject  to  certain  conditions,  to  commence  an  Offer to  Purchase  all the
Securities and (b) upon the  realization of Excess Proceeds in an amount greater
than  $5,000,000,  to commence an Offer to  Purchase  Securities  in a principal
amount equal to such Excess  Proceeds,  in each case at a repurchase price equal
to 101% of the Accreted Value of the  Securities to be repurchased  plus accrued
interest to the date of repurchase (subject to the right of holders of record on
the relevant record date to receive interest due on the related interest payment
date) as provided in, and subject to the terms of, the Indenture.

8.  Subordination

                  The Securities are  subordinated to Senior Debt, as defined in
the Indenture. To the extent provided in the Indenture, Senior Debt must be paid
before the Securities may be paid. The Company agrees,  and each  Securityholder
by accepting a Security agrees, to the subordination provisions contained in the
Indenture and  authorizes the Trustee to give it effect and appoints the Trustee
as attorney-in-fact for such purpose.


9.  Denominations; Transfer; Exchange

                  The  Securities  are in  registered  form  without  coupons in
denominations  of $1,000 and whole multiples of $1,000. A Holder may transfer or
exchange Securities in accordance with the Indenture.  The Registrar may require
a Holder,  among other things, to furnish  appropriate  endorsements or transfer
documents  and to pay any taxes and fees  required  by law or  permitted  by the
Indenture.  The  Registrar  need not  register  the  transfer of or exchange any
Securities  selected  for  redemption  (except,  in the case of a Security to be
redeemed  in part,  the  portion  of the  Security  not to be  redeemed)  or any
Securities  for a period  of 15 days  before a  selection  of  Securities  to be
redeemed or 15 days before an interest payment date.

<PAGE>
                                                                               7


10. Persons Deemed Owners

                  The  registered  Holder of this Security may be treated as the
owner of it for all purposes.

11.  Unclaimed Money

                  If money for the  payment of  principal  or  interest  remains
unclaimed for two years, the Trustee or Paying Agent shall pay the money back to
the Company at its request unless an abandoned  property law designates  another
Person. After any such payment,  Holders entitled to the money must look only to
the Company and not to the Trustee for payment.

12.  Discharge and Defeasance

                  Subject to  certain  conditions,  the  Company at any time may
terminate some or all of its obligations  under the Securities and the Indenture
if the Company  deposits with the Trustee money or U.S.  Government  Obligations
for the payment of principal  and interest on the  Securities  to  redemption or
maturity, as the case may be.

13.  Amendment, Waiver

                  Subject to certain exceptions set forth in the Indenture,  (i)
the Indenture or the Securities  may be amended with the written  consent of the
Holders of at least a majority in aggregate  principal amount outstanding of the
Securities  and (ii) any  default or  noncompliance  with any  provision  may be
waived with the written consent of the Holders of a majority in principal amount
outstanding of the  Securities.  Subject to certain  exceptions set forth in the
Indenture,  without  the  consent of any  Securityholder,  the  Company  and the
Trustee  may  amend  the  Indenture  or the  Securities  to cure any  ambiguity,
omission, defect or inconsistency, or to comply with Article 5 of the Indenture,
or to  provide  for  uncertificated  Securities  in  addition  to or in place of
certificated Securities,  or to add guarantees with respect to the Securities or
to secure the Securities, or to add additional covenants or surrender rights and
powers  conferred  on the  Company,  or to comply with any request of the SEC in
connection  with  qualifying  the  Indenture  under the Act, or to make  certain
changes in the  subordination  provisions,  or to make any change  that does not
adversely affect the rights of any Securityholder.

<PAGE>
                                                                               8


14.  Defaults and Remedies

                  Under the Indenture,  Events of Default include (i) default in
payment of principal  on the  Securities  when due;  (ii) default for 30 days in
payment of interest on the Securities;  (iii) failure to purchase the Securities
required to be purchased pursuant to paragraph 7; (iv) failure by the Company to
comply with other  agreements  in the  Indenture or the  Securities,  in certain
cases subject to notice and lapse of time; (v) certain accelerations  (including
failure to pay within 30 days after final maturity) of other Indebtedness of the
Company or any Restricted  Subsidiary if the amount  accelerated  (or so unpaid)
exceeds $5,000,000; (vi) certain events of bankruptcy or insolvency with respect
to the Company or any  Restricted  Subsidiary;  and (vii)  certain  judgments or
decrees for the payment of money in excess of $5,000,000. If an Event of Default
occurs  and is  continuing,  the  Trustee  or the  Holders  of at  least  25% in
aggregate  principal  amount of the Securities may declare all the Securities to
be due and payable  immediately.  Certain events of bankruptcy or insolvency are
Events of Default  which will  result in the  Securities  being due and  payable
immediately upon the occurrence of such Events of Default.

                  Securityholders   may  not  enforce  the   Indenture   or  the
Securities  except as  provided  in the  Indenture.  The  Trustee  may refuse to
enforce the Indenture or the Securities unless it receives reasonable  indemnity
or security. Subject to certain limitations,  Holders of a majority in principal
amount of the  Securities may direct the Trustee in its exercise of any trust or
power.  The Trustee may withhold from  Securityholders  notice of any continuing
Default  (except a Default in payment of principal or interest) if it determines
that withholding notice is in the interest of the Holders.

15.  Trustee Dealings with the Company

                  Subject to certain limitations imposed by the Act, the Trustee
under the  Indenture,  in its individual or any other  capacity,  may become the
owner  or  pledgee  of  Securities  and may  otherwise  deal  with  and  collect
obligations  owed to it by the Company or its  Affiliates and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it were
not Trustee.

<PAGE>
                                                                               9


16.  No Recourse Against Others

                  A director,  officer, employee or stockholder, as such, of the
Company or the Trustee shall not have any liability for any  obligations  of the
Company  under the  Securities  or the  Indenture  or for any claim based on, in
respect of or by reason of such  obligations or their  creation.  By accepting a
Security, each Securityholder waives and releases all such liability. The waiver
and release are part of the consideration for the issue of the Securities.

17.  Authentication

                  This Security shall not be valid until an authorized signatory
of the Trustee (or an  authenticating  agent)  manually signs the certificate of
authentication on the other side of this Security.

18.  Abbreviations

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

19.  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  Securities  and has  directed  the  Trustee to use CUSIP
numbers  in  notices of  redemption  as a  convenience  to  Securityholders.  No
representation  is made as to the accuracy of such numbers  either as printed on
the  Securities or as contained in any notice of redemption  and reliance may be
placed only on the other identification numbers placed thereon.

20.  Holders' Compliance with Registration Rights Agreement.

                  Each Holder of a Security, by acceptance hereof,  acknowledges
and agrees to the provisions of the Registration  Rights  Agreement,  including,
without limitation, the obligations of the Holders with respect to a

<PAGE>
                                                                              10


registration  and the  indemnification  of the  Company to the  extent  provided
therein.

21.  Governing Law.

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

                  THE COMPANY  WILL FURNISH TO ANY  SECURITYHOLDER  UPON WRITTEN
REQUEST AND WITHOUT CHARGE TO THE  SECURITYHOLDER  A COPY OF THE INDENTURE WHICH
HAS IN IT THE TEXT OF THIS SECURITY IN LARGER TYPE.
REQUESTS MAY BE MADE TO:



                  ATTENTION OF



<PAGE>
                                                                              11



--------------------------------------------------------------------------------
                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to


         (Print or type assignee's name, address and zip code)

         (Insert assignee's soc. sec. or tax I.D. No.)


and irrevocably appoint                   agent to transfer this Security on the
books of the Company.  The agent may substitute another to act for him.


________________________________________________________________________________
______________

Date: ________________ Your Signature: _____________________


________________________________________________________________________________
______________
Sign exactly as your name appears on the other side of this Security.


<PAGE>
                                                                              12



                       OPTION OF HOLDER TO ELECT PURCHASE

                  IF YOU WANT TO ELECT TO HAVE THIS  SECURITY  PURCHASED  BY THE
COMPANY PURSUANT TO SECTION 4.07 OR 4.10 OF THE INDENTURE, CHECK THE BOX: / /

                  IF YOU  WANT TO  ELECT  TO  HAVE  ONLY  PART OF THIS  SECURITY
PURCHASED  BY THE  COMPANY  PURSUANT TO SECTION  4.07 OR 4.10 OF THE  INDENTURE,
STATE THE AMOUNT: $


DATE: __________________ YOUR SIGNATURE: __________________
                                            (SIGN  EXACTLY AS YOUR NAME  APPEARS
                                            ON THE OTHER SIDE OF THE SECURITY)


SIGNATURE GUARANTEE:_______________________________________
                                    (SIGNATURE MUST BE GUARANTEED BY A
                                    MEMBER FIRM OF THE NEW YORK STOCK
                                    EXCHANGE OR A COMMERCIAL BANK OR TRUST
                                    COMPANY)

<PAGE>



                                                 RULE 144A/REGULATION S APPENDIX



          [FOR OFFERINGS TO QUALIFIED INSTITUTIONAL BUYERS PURSUANT TO
           RULE 144A, INSTITUTIONAL "ACCREDITED INVESTORS" (AS DEFINED
           IN RULE 501(A)(1), (2), (3) OR (7)) AND TO CERTAIN PERSONS
             IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S.]

                   PROVISIONS RELATING TO INITIAL SECURITIES,
                           PRIVATE EXCHANGE SECURITIES
                             AND EXCHANGE SECURITIES

         1. Definitions

         1.1  Definitions

         For the purposes of this  Appendix the  following  terms shall have the
meanings indicated below:

                  "Definitive  Security" means a certificated  Initial  Security
bearing the restricted  securities  legend set forth in Section 2.3(d) and which
is held by an IAI in accordance with Section 2.1(c).

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

                  "Exchange  Securities" means the 12% Senior Subordinated Notes
Due 2004 to be issued pursuant to this Indenture in connection with a Registered
Exchange Offer pursuant to the Registration Rights Agreement.

                  "IAI"  means  an   institutional   "accredited   investor"  as
described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

                  "Initial   Purchasers"   means  Credit   Suisse  First  Boston
Corporation and Nationsbanc Capital Markets, Inc.

                  "Initial  Securities" means the 12% Senior  Subordinated Notes
Due 2004, issued under this Indenture on or about the date hereof.

                  "Private Exchange" means the offer by the Company, pursuant to
the  Registration  Rights  Agreement,  to the  Initial  Purchasers  to issue and
deliver to each Initial  Purchaser,  in exchange for the Initial Securities held
by such Initial Purchaser as part of its initial distribution,  a like aggregate
principal amount of Private Exchange Securities.

                  "Purchase  Agreement"  means the Purchase  Agreement dated May
14, 1997, between the Company and the Initial Purchasers.

<PAGE>
                                                                               2


                  "QIB" means a  "qualified  institutional  buyer" as defined in
Rule 144A.

                  "Registered  Exchange  Offer"  means the offer by the Company,
pursuant to the  Registration  Rights  Agreement,  to certain Holders of Initial
Securities,  to issue and deliver to such  Holders,  in exchange for the Initial
Securities,  a like aggregate principal amount of Exchange Securities registered
under the Securities Act.

                  "Registration  Rights Agreement" means the Registration Rights
Agreement dated May 14, 1997, among the Company and the Initial Purchasers.

                  "Securities"  means  the  Initial  Securities,   the  Exchange
Securities and the Private Exchange Securities, treated as a single class.

                  "Securities Act" means the Securities Act of 1933.

                  "Securities  Custodian"  means the custodian with respect to a
Global  Security  (as  appointed by the  Depository),  or any  successor  person
thereto and shall initially be the Trustee.

                  "Shelf   Registration   Statement"   means  the   registration
statement  issued  by the  Company,  in  connection  with the  offer and sale of
Initial Securities or Private Exchange Securities,  pursuant to the Registration
Rights Agreement.

                  "Transfer Restricted  Securities" means Definitive  Securities
and Securities that bear or are required to bear the legend set forth in Section
2.3(d)hereto.


         1.2  Other Definitions

                                                   Defined in
                  Term                             Section:

"Agent Members"     .............................  2.1(b)
"Global Security"   .............................  2.1(a)
"Regulation S"      .............................  2.1(a)
"Rule 144A"         .............................  2.1(a)

<PAGE>
                                                                               3


         2.       The Securities.

         2.1  Form and Dating.

                  The  Initial  Securities  are  being  offered  and sold by the
Company pursuant to the Purchase Agreement.

                  (a) Global Securities.  Initial Securities offered and sold to
a QIB in  reliance  on Rule 144A under the  Securities  Act ("Rule  144A") or in
reliance on Regulation S under the Securities Act ("Regulation S"), in each case
as provided in the Purchase Agreement,  shall be issued initially in the form of
one or more permanent  global  Securities in definitive,  fully  registered form
without  interest  coupons  with the global  securities  legend  and  restricted
securities  legend set forth in  Exhibit 1 hereto  (each,  a Global  Security"),
which shall be deposited on behalf of the  purchasers of the Initial  Securities
represented  thereby with the Trustee,  at its New York office, as custodian for
the Depository (or with such other custodian as the Depository may direct),  and
registered in the name of Cede & Co., a nominee of the Depository, duly executed
by the Company and  authenticated  by the Trustee as hereinafter  provided.  The
aggregate  principal  amount of the Global  Securities  may from time to time be
increased or decreased by adjustments made on the records of the Trustee and the
Depository or its nominee as hereinafter provided.

                  (b)  Book-Entry  Provisions.  This Section  2.1(b) shall apply
only to a Global Security deposited with or on behalf of the Depository.

                  The Company shall execute and the Trustee shall, in accordance
with this Section 2.1(b),  authenticate and deliver initially one or more Global
Securities  that (a) shall be registered in the name of the  Depository for such
Global  Security or Global  Securities or the nominee of such Depository and (b)
shall be  delivered  by the  Trustee  to such  Depository  or  pursuant  to such
Depository's   instructions  or  held  by  the  Trustee  as  custodian  for  the
Depository.

                  Members  of,  or  participants  in,  the  Depository   ("Agent
Members")  shall have no rights under this  Indenture with respect to any Global
Security  held on  their  behalf  by the  Depository  or by the  Trustee  as the
custodian of the  Depository or under such Global  Security,  and the Depository
may be treated by the  Company,  the Trustee and any agent of

<PAGE>
                                                                               4


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

                  (c)  Certificated  Securities.  Except  as  provided  in  this
Section  2.1 or Section 2.3 or 2.4,  owners of  beneficial  interests  in Global
Securities  will not be entitled to receive  physical  delivery of  certificated
Securities.  Purchasers of Initial Securities who are IAI's and are not QIBs and
did not  purchase  Initial  Securities  sold in  reliance on  Regulation  S will
receive Definitive  Securities;  provided,  however,  that upon transfer of such
Definitive  Securities to a QIB, such  Definitive  Securities  will,  unless the
Global Security has previously been exchanged, be exchanged for an interest in a
Global Security pursuant to the provisions of Section 2.3.

         2.2  Authentication.  The Trustee shall  authenticate and deliver:  (1)
Initial  Securities  for  original  issue in an  aggregate  principal  amount of
$85,478,000 and (2) Exchange Securities or Private Exchange Securities for issue
only  in a  Registered  Exchange  Offer  or a  Private  Exchange,  respectively,
pursuant to the Registration  Rights  Agreement,  for a like principal amount of
Initial  Securities,  in each case upon a written order of the Company signed by
two Officers or by an Officer and either an Assistant  Treasurer or an Assistant
Secretary of the Company.  Such order shall specify the amount of the Securities
to be authenticated and the date on which the original issue of Securities is to
be  authenticated  and  whether  the  Securities  are to be Initial  Securities,
Exchange  Securities or Private  Exchange  Securities.  The aggregate  principal
amount of Securities  outstanding at any time may not exceed  $85,478,000 except
as provided in Section 2.07 of this Indenture.

         2.3 Transfer  and  Exchange.  (a)  Transfer and Exchange of  Definitive
Securities.  When  Definitive  Securities  are  presented to the  Registrar or a
co-registrar with a request:

                  (x) to register the transfer of such Definitive Securities; or

<PAGE>
                                                                               5


                  (y) to  exchange  such  Definitive  Securities  for  an  equal
         principal   amount  of  Definitive   Securities  of  other   authorized
         denominations,

the Registrar or  co-registrar  shall register the transfer or make the exchange
as  requested  if its  reasonable  requirements  for such  transaction  are met;
provided,  however, that the Definitive  Securities  surrendered for transfer or
exchange:

                  (i)  shall  be  duly  endorsed  or  accompanied  by a  written
         instrument of transfer in form  reasonably  satisfactory to the Company
         and the Registrar or co-registrar,  duly executed by the Holder thereof
         or his attorney duly authorized in writing; and

                  (ii)  are  being  transferred  or  exchanged  pursuant  to  an
         effective  registration statement under the Securities Act, pursuant to
         Section  2.3(b) or pursuant to clause  (A),  (B) or (C) below,  and are
         accompanied by the following additional  information and documents,  as
         applicable:

                           (A) if such Definitive Securities are being delivered
                  to the Registrar by a Holder for  registration  in the name of
                  such  Holder,  without  transfer,  a  certification  from such
                  Holder to that effect (in the form set forth on the reverse of
                  the Security); or

                           (B)  if  such   Definitive   Securities   are   being
                  transferred to the Company, a certification to that effect (in
                  the form set forth on the reverse of the Security); or

                           (C)  if  such   Definitive   Securities   are   being
                  transferred (w) pursuant to an exemption from  registration in
                  accordance  with  Rule  144;  or (x) in  reliance  on  another
                  exemption from the registration requirements of the Securities
                  Act: (i) a certification to that effect (in the form set forth
                  on the  reverse of the  Security)  and (ii) if the  Company or
                  Registrar so requests, an opinion of counsel or other evidence
                  reasonably  satisfactory to them as to the compliance with the
                  restrictions  set forth in the  legend  set  forth in  Section
                  2.3(d)(i).

<PAGE>
                                                                               6


                  (b)  Restrictions  on Transfer of a Definitive  Security for a
Beneficial  Interest in a Global  Security.  A  Definitive  Security  may not be
exchanged  for  a  beneficial   interest  in  a  Global   Security  except  upon
satisfaction of the requirements set forth below. Upon receipt by the Trustee of
a Definitive Security,  duly endorsed or accompanied by appropriate  instruments
of transfer, in form satisfactory to the Trustee, together with:

                  (i) certification, in the form set forth on the reverse of the
         Security,  that such Definitive  Security is being transferred (A) to a
         QIB in  accordance  with Rule 144A, or (B) outside the United States in
         an  offshore  transaction  within the  meaning of  Regulation  S and in
         compliance with Rule 904 under the Securities Act; and

             (ii)  written  instructions  directing  the Trustee to make,  or to
         direct the Securities Custodian to make, an adjustment on its books and
         records with respect to such Global  Security to reflect an increase in
         the aggregate  principal  amount of the  Securities  represented by the
         Global Security, such instructions to contain information regarding the
         Depositary account to be credited with such increase,

then the Trustee shall cancel such Definitive  Security and cause, or direct the
Securities Custodian to cause, in accordance with the standing  instructions and
procedures  existing  between the Depository and the Securities  Custodian,  the
aggregate  principal amount of Securities  represented by the Global Security to
be increased by the aggregate  principal amount of the Definitive Security to be
exchanged  and shall credit or cause to be credited to the account of the Person
specified  in such  instructions  a beneficial  interest in the Global  Security
equal to the  principal  amount of the  Definitive  Security so canceled.  If no
Global Securities are then outstanding,  the Company shall issue and the Trustee
shall  authenticate,  upon  written  order  of the  Company  in the  form  of an
Officers'  Certificate,  a new  Global  Security  in the  appropriate  principal
amount.

                  (c)  Transfer  and  Exchange  of  Global  Securities.  (i) The
transfer and exchange of Global Securities or beneficial interests therein shall
be effected through the Depository, in accordance with this Indenture (including
applicable restrictions on transfer set forth herein, if any)

<PAGE>
                                                                               7


and the  procedures  of the  Depository  therefor.  A transferor of a beneficial
interest in a Global  Security  shall  deliver to the  Registrar a written order
given in accordance  with the  Depositary's  procedures  containing  information
regarding  the  participant  account  of  the  Depositary  to  credited  with  a
beneficial  interest in the Global Security.  The Registrar shall, in accordance
with such  instructions  instruct the Depositary to credit to the account of the
Person  specified  in such  instructions  a  beneficial  interest  in the Global
Security  and to debit  the  account  of the  Person  making  the  transfer  the
beneficial interest in the Global Security being transferred.

                  (ii)  Notwithstanding  any other  provisions  of this Appendix
         (other than the provisions set forth in Section 2.4), a Global Security
         may not be transferred as a whole except by the Depository to a nominee
         of the  Depository or by a nominee of the  Depository to the Depository
         or another  nominee of the  Depository or by the Depository or any such
         nominee  to a  successor  Depository  or a  nominee  of such  successor
         Depository.

                  (iii) In the event that a Global  Security  is  exchanged  for
         Securities  in  definitive  registered  form pursuant to Section 2.4 or
         Section  2.09  of  the  Indenture,  prior  to  the  consummation  of  a
         Registered  Exchange Offer or the effectiveness of a Shelf Registration
         Statement  with  respect to such  Securities,  such  Securities  may be
         exchanged only in accordance with such procedures as are  substantially
         consistent  with the  provisions  of this  Section 2.3  (including  the
         certification  requirements  set forth on the  reverse  of the  Initial
         Securities intended to ensure that such transfers comply with Rule 144A
         or Regulation  S, as the case may be) and such other  procedures as may
         from time to time be adopted by the Company.


                  (d)  Legend.

                  (i) Except as  permitted  by the  following  paragraphs  (ii),
         (iii)  and  (iv),  each  Security  certificate  evidencing  the  Global
         Securities and the Definitive  Securities (and all Securities issued in
         exchange  therefor or in  substitution  thereof) shall bear a legend in
         substantially the following form:

<PAGE>
                                                                               8


                  "THIS NOTE (OR ITS  PREDECESSOR)  WAS  ORIGINALLY  ISSUED IN A
                  TRANSACTION  EXEMPT FROM REGISTRATION  UNDER THE UNITED STATES
                  SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND
                  THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN
                  THE ABSENCE OF SUCH  REGISTRATION  OR AN APPLICABLE  EXEMPTION
                  THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT
                  THE SELLER OF THIS NOTE MAY BE RELYING ON THE  EXEMPTION  FROM
                  THE  PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
                  RULE 144A THEREUNDER.

                  "THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY
                  THAT  (A)  THIS  NOTE  MAY  BE  OFFERED,  RESOLD,  PLEDGED  OR
                  OTHERWISE  TRANSFERRED,  ONLY (I) TO A PERSON  WHOM THE SELLER
                  REASONABLY  BELIEVES  IS A QUALIFIED  INSTITUTIONAL  BUYER (AS
                  DEFINED  IN  RULE  144A  UNDER  THE   SECURITIES   ACT)  IN  A
                  TRANSACTION  MEETING  THE  REQUIREMENTS  OF  RULE  144A,  (II)
                  OUTSIDE THE UNITED STATES IN A TRANSACTION IN ACCORDANCE  WITH
                  RULE 904  UNDER  THE  SECURITIES  ACT,  (III)  PURSUANT  TO AN
                  EXEMPTION FROM REGISTRATION  UNDER THE SECURITIES ACT PROVIDED
                  BY RULE 144  THEREUNDER  (IF  AVAILABLE),  (IV) PURSUANT TO AN
                  EFFECTIVE  REGISTRATION  STATEMENT UNDER THE SECURITIES ACT OR
                  (V) TO THE  COMPANY,  IN  EACH OF  CASES  (I)  THROUGH  (V) IN
                  ACCORDANCE WITHIN ANY APPLICABLE  SECURITIES LAWS OF ANY STATE
                  OF THE  UNITED  STATES,  AND (B) THE  HOLDER  WILL,  AND  EACH
                  SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS
                  NOTE FROM IT OF THE  RESALE  RESTRICTIONS  REFERRED  TO IN (A)
                  ABOVE.  "THIS  LEGEND WILL BE REMOVED  UPON THE REQUEST OF THE
                  HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE."

                  Each   Definitive   Security  will  also  bear  the  following
additional legend:

                  "IN CONNECTION  WITH ANY TRANSFER,  THE HOLDER WILL DELIVER TO
                  THE REGISTRAR AND TRANSFER AGENT SUCH  CERTIFICATES  AND OTHER
                  INFORMATION AS SUCH TRANSFER  AGENT MAY REASONABLY  REQUIRE TO
                  CONFIRM  THAT  THE  TRANSFER   COMPLIES   WITH  THE  FOREGOING
                  RESTRICTIONS."

                  (ii)  Upon  any  sale or  transfer  of a  Transfer  Restricted
         Security (including any Transfer  Restricted

<PAGE>
                                                                               9


         Security  represented by a Global Security)  pursuant to Rule 144 under
         the Securities Act:

                           (A) in the case of any Transfer  Restricted  Security
                  that is a Definitive Security,  the Registrar shall permit the
                  Holder thereof to exchange such Transfer  Restricted  Security
                  for a certificated  Security that does not bear the legend set
                  forth  above and rescind any  restriction  on the  transfer of
                  such Transfer Restricted Security; and

                           (B) in the case of any Transfer  Restricted  Security
                  that is represented by a Global Security,  the Registrar shall
                  permit the Holder thereof to exchange such Transfer Restricted
                  Security for a  certificated  Security  that does not bear the
                  legend set forth  above and  rescind  any  restriction  on the
                  transfer of such Transfer Restricted  Security,  if the Holder
                  certifies  in writing to the  Registrar  that its  request for
                  such   exchange  was  made  in  reliance  on  Rule  144  (such
                  certification  to be in the form set forth on the  reverse  of
                  the Security).

                  (iii) After a transfer of any  Initial  Securities  or Private
         Exchange  Securities  during the period of the effectiveness of a Shelf
         Registration  Statement  with  respect to such  Initial  Securities  or
         Private  Exchange  Securities,  as the  case may be,  all  requirements
         pertaining to legends on such Initial Security or such Private Exchange
         Security  will  cease to apply,  the  requirements  requiring  any such
         Initial  Security or such Private  Exchange  Security issued to certain
         Holders  be  issued  in  global  form  will  cease  to  apply,   and  a
         certificated  Initial  Security or Private  Exchange  Security  without
         legends  will be  available  to the  transferee  of the  Holder of such
         Initial Securities or Private Exchange Securities upon exchange of such
         transferring Holder's certificated Initial Security or Private Exchange
         Security or directions to transfer such Holder's interest in the Global
         Security, as applicable.

                  (iv) Upon the consummation of a Registered Exchange Offer with
         respect to the Initial  Securities  pursuant  to which  Holders of such
         Initial  Securities  are offered  Exchange  Securities  in exchange for
         their Initial Securities,  all requirements  pertaining to such Initial
         Securities that Initial  Securities issued to certain

<PAGE>
                                                                              10


         Holders be issued in global  form will cease to apply and  certificated
         Initial  Securities with the restricted  securities legend set forth in
         Exhibit  1  hereto  will  be  available  to  Holders  of  such  Initial
         Securities that do not exchange their Initial Securities,  and Exchange
         Securities in  certificated or global form will be available to Holders
         that  exchange  such Initial  Securities  in such  Registered  Exchange
         Offer.

                  (v) Upon the  consummation of a Private  Exchange with respect
         to the Initial  Securities  pursuant to which  Holders of such  Initial
         Securities  are offered  Private  Exchange  Securities  in exchange for
         their Initial Securities,  all requirements  pertaining to such Initial
         Securities that Initial  Securities issued to certain Holders be issued
         in global form will still apply,  and Private  Exchange  Securities  in
         global form with the Restricted  Securities Legend set forth in Exhibit
         1 hereto  will be  available  to Holders  that  exchange  such  Initial
         Securities in such Private Exchange.

                  (e) Cancelation or Adjustment of Global Security. At such time
as all beneficial  interests in a Global Security have either been exchanged for
certificated or Definitive Securities,  redeemed,  repurchased or canceled, such
Global  Security shall be returned to the Depository for cancelation or retained
and  canceled  by the  Trustee.  At any time prior to such  cancelation,  if any
beneficial  interest  in a Global  Security is  exchanged  for  certificated  or
Definitive Securities,  redeemed,  repurchased or canceled, the principal amount
of  Securities  represented  by such  Global  Security  shall be reduced  and an
adjustment  shall be made on the books and records of the Trustee (if it is then
the Securities  Custodian for such Global  Security) with respect to such Global
Security, by the Trustee or the Securities Custodian, to reflect such reduction.

                  (f)  Obligations  with Respect to Transfers  and  Exchanges of
Securities.

                  (i) To permit  registrations  of transfers and exchanges,  the
         Company shall execute and the Trustee shall  authenticate  certificated
         Securities,   Definitive   Securities  and  Global  Securities  at  the
         Registrar's or co-registrar's request.

<PAGE>
                                                                              11


                  (ii) No service charge shall be made for any  registration  of
         transfer or  exchange,  but the  Company  may require  payment of a sum
         sufficient  to  cover  any  transfer  tax,   assessments,   or  similar
         governmental  charge  payable in connection  therewith  (other than any
         such transfer taxes, assessments or similar governmental charge payable
         upon exchange or transfer pursuant to Sections 3.06, 4.10 and 9.05.

                  (iii) The Registrar or  co-registrar  shall not be required to
         register  the  transfer  of or  exchange  of (a)  any  certificated  or
         Definitive  Security  selected  for  redemption  in  whole  or in  part
         pursuant to Article 3 of this Indenture,  except the unredeemed portion
         of any  certificated or Definitive  Security being redeemed in part, or
         (b) any  Security for a period  beginning  15 Business  Days before the
         mailing of a notice of an offer to repurchase  or redeem  Securities or
         15 Business Days before an interest payment date.

                  (iv)  Prior  to  the  due  presentation  for  registration  of
         transfer of any Security,  the Company,  the Trustee, the Paying Agent,
         the  Registrar  or any  co-registrar  may deem and treat the  person in
         whose name a  Security  is  registered  as the  absolute  owner of such
         Security  for the  purpose of  receiving  payment of  principal  of and
         interest  on  such  Security  and for all  other  purposes  whatsoever,
         whether or not such Security is overdue,  and none of the Company,  the
         Trustee,  the Paying Agent, the Registrar or any co-registrar  shall be
         affected by notice to the contrary.

                  (v) All  Securities  issued  upon  any  transfer  or  exchange
         pursuant to the terms of this  Indenture  shall  evidence the same debt
         and shall be entitled to the same benefits  under this Indenture as the
         Securities surrendered upon such transfer or exchange.

                  (g)  No Obligation of the Trustee.

                  (i) The Trustee shall have no  responsibility or obligation to
         any  beneficial  owner  of  a  Global  Security,  a  member  of,  or  a
         participant  in the  Depository  or other  Person  with  respect to the
         accuracy  of the  records of the  Depository  or its  nominee or of any
         participant or member thereof,  with respect to any ownership  interest
         in the  Securities or with respect to the delivery to any 

<PAGE>
                                                                              12


         participant,  member,  beneficial owner or other Person (other than the
         Depository)  of any notice  (including any notice of redemption) or the
         payment of any amount,  under or with respect to such  Securities.  All
         notices and  communications to be given to the Holders and all payments
         to be made to Holders under the Securities  shall be given or made only
         to or upon the  order of the  registered  Holders  (which  shall be the
         Depository or its nominee in the case of a Global Security). The rights
         of beneficial  owners in any Global  Security  shall be exercised  only
         through the Depository  subject to the applicable  rules and procedures
         of the Depository. The Trustee may rely and shall be fully protected in
         relying upon  information  furnished by the Depository  with respect to
         its members, participants and any beneficial owners.

                  (ii) The Trustee  shall have no obligation or duty to monitor,
         determine or inquire as to compliance with any restrictions on transfer
         imposed under this  Indenture or under  applicable  law with respect to
         any transfer of any interest in any Security  (including  any transfers
         between or among Depository participants,  members or beneficial owners
         in any  Global  Security)  other  than  to  require  delivery  of  such
         certificates  and other  documentation  or  evidence  as are  expressly
         required by, and to do so if and when expressly  required by, the terms
         of this  Indenture,  and to examine the same to  determine  substantial
         compliance as to form with the express requirements hereof.

         2.4  Certificated Securities.

                  (a) A Global  Security  deposited  with the Depository or with
the Trustee as  custodian  for the  Depository  pursuant to Section 2.1 shall be
transferred  to the  beneficial  owners  thereof  in the  form  of  certificated
Securities in an aggregate  principal  amount equal to the  principal  amount of
such  Global  Security,  in  exchange  for such  Global  Security,  only if such
transfer  complies with Section 2.3 and (i) the Depository  notifies the Company
that it is  unwilling  or unable  to  continue  as  Depository  for such  Global
Security  or if at any time such  Depository  ceases to be a  "clearing  agency"
registered under the Exchange Act and a successor depositary is not appointed by
the  Company  within 90 days of such  notice,  or (ii) an Event of  Default  has
occurred  and is  continuing  or (iii)  the  Company,  in its  sole  discretion,
notifies  the 

<PAGE>
                                                                              13


Trustee  in  writing  that it  elects  to cause  the  issuance  of  certificated
Securities under this Indenture.

                  (b) Any Global Security that is transferable to the beneficial
owners  thereof  pursuant to this Section shall be surrendered by the Depository
to the Trustee located in the Borough of Manhattan,  The City of New York, to be
so transferred,  in whole or from time to time in part,  without charge, and the
Trustee shall  authenticate  and deliver,  upon such transfer of each portion of
such  Global  Security,  an equal  aggregate  principal  amount of  certificated
Initial Securities of authorized denominations. Any portion of a Global Security
transferred  pursuant  to this  Section  shall be  executed,  authenticated  and
delivered only in denominations of $1,000 and any integral  multiple thereof and
registered  in such  names as the  Depository  shall  direct.  Any  certificated
Initial  Security  delivered in exchange for an interest in the Global  Security
shall,  except as  otherwise  provided by Section  2.3(d),  bear the  restricted
securities legend set forth in Exhibit 1 hereto.

                  (c)  Subject  to  the  provisions  of  Section   2.4(b),   the
registered Holder of a Global Security may grant proxies and otherwise authorize
any Person,  including Agent Members and Persons that may hold interests through
Agent Members,  to take any action which a Holder is entitled to take under this
Indenture or the Securities.

                  (d) In the event of the  occurrence  of  either of the  events
specified in Section  2.4(a),  the Company will promptly  make  available to the
Trustee a reasonable  supply of  certificated  Securities in  definitive,  fully
registered form without interest coupons.

<PAGE>



                                                                       EXHIBIT 1
                                                                              to
                                                 RULE 144A/REGULATION S APPENDIX



                       [FORM OF FACE OF INITIAL SECURITY]

                           [Global Securities Legend]

                  UNLESS  THIS   CERTIFICATE   IS  PRESENTED  BY  AN  AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY TRUST COMPANY, A NEW YORK CORPORATION  ("DTC"),
NEW YORK,  NEW YORK, TO THE COMPANY OR ITS AGENT FOR  REGISTRATION  OF TRANSFER,
EXCHANGE OR PAYMENT,  AND ANY  CERTIFICATE  ISSUED IS  REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER 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.

                  TRANSFERS  OF  THIS  GLOBAL   SECURITY  SHALL  BE  LIMITED  TO
TRANSFERS  IN  WHOLE,  BUT NOT IN PART,  TO  NOMINEES  OF DTC OR TO A  SUCCESSOR
THEREOF OR SUCH  SUCCESSOR'S  NOMINEE AND  TRANSFERS  OF PORTIONS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE  RESTRICTIONS
SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.


                         [Restricted Securities Legend]

THIS NOTE (OR ITS  PREDECESSOR)  WAS ORIGINALLY  ISSUED IN A TRANSACTION  EXEMPT
FROM  REGISTRATION  UNDER THE UNITED STATES  SECURITIES  ACT OF 1933, AS AMENDED
(THE  "SECURITIES  ACT"),  AND THIS NOTE MAY NOT BE OFFERED,  SOLD OR  OTHERWISE
TRANSFERRED  IN THE  ABSENCE OF SUCH  REGISTRATION  OR AN  APPLICABLE  EXEMPTION
THEREFROM.  EACH  PURCHASER OF THIS NOTE IS HEREBY  NOTIFIED  THAT THE SELLER OF
THIS NOTE MAY BE RELYING ON THE  EXEMPTION  FROM THE  PROVISIONS OF SECTION 5 OF
THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE
MAY BE OFFERED,  RESOLD, PLEDGED OR OTHERWISE TRANSFERRED,  ONLY (i) TO A PERSON
WHOM THE SELLER  REASONABLY  BELIEVES  IS A  QUALIFIED  INSTITUTIONAL  BUYER (AS
DEFINED IN RULE 144A UNDER THE  SECURITIES  ACT) IN A  TRANSACTION  MEETING  THE
REQUIREMENTS  OF RULE 144A,  (ii) OUTSIDE THE UNITED STATES IN A TRANSACTION  IN
ACCORDANCE  WITH  RULE 904  UNDER  THE  SECURITIES  ACT,  (iii)  PURSUANT  TO AN
EXEMPTION  FROM  REGISTRATION  UNDER THE  SECURITIES  ACT  PROVIDED  BY RULE 144
THEREUNDER (IF AVAILABLE),  (iv) PURSUANT TO AN EFFECTIVE REGISTRATION

<PAGE>
                                                                               2


STATEMENT  UNDER THE SECURITIES ACT OR (v) TO THE COMPANY,  IN EACH OF CASES (i)
THROUGH (v) IN ACCORDANCE  WITH ANY APPLICABLE  SECURITIES  LAWS OF ANY STATE OF
THE  UNITED  STATES,  AND (B) THE HOLDER  WILL,  AND EACH  SUBSEQUENT  HOLDER IS
REQUIRED  TO,  NOTIFY  ANY  PURCHASER  OF  THIS  NOTE  FROM  IT  OF  THE  RESALE
RESTRICTIONS  REFERRED TO IN (A) ABOVE.  THIS  LEGEND  WILL BE REMOVED  UPON THE
REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

[IN CONNECTION  WITH ANY TRANSFER,  THE HOLDER WILL DELIVER TO THE REGISTRAR AND
TRANSFER AGENT SUCH  CERTIFICATES  AND OTHER  INFORMATION AS SUCH TRANSFER AGENT
MAY REASONABLY  REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
RESTRICTIONS.]1


--------
1. Include if a Definitive  Security to be held by an institutional  "accredited
investor"  (as defined in Rule  501(a),(1),(2),(3)  or (7) under the  Securities
Act).

<PAGE>
                                                                               3





No.                                                $

                     12% Senior Subordinated Notes Due 2004


                  RADIO ONE, INC., a Delaware corporation,  promises to pay to ,
or registered assigns, the principal sum of Dollars on May 15, 2004.

                  Interest Payment Dates:  May 15 and November 15.

                  Record Dates:  May 1 and November 1.

                  Additional  provisions  of this  Security are set forth on the
other side of this Security.


Dated:

                                                   RADIO ONE, INC.,

                                                   by

                                                     -----------------------
                                                     President



                                                     -----------------------
                                                     Secretary


TRUSTEE'S CERTIFICATE OF
         AUTHENTICATION

UNITED STATES TRUST COMPANY
OF NEW YORK,
  as Trustee, certifies
           that this is one of
           the Securities referred  [Seal]
       to in the Indenture.
  by
    -----------------------------
            Authorized Signatory


<PAGE>
                                                                               4



                   [FORM OF REVERSE SIDE OF INITIAL SECURITY]


12% Senior Subordinated Note Due 2004


1.  Interest

                  Radio One, Inc., a Delaware corporation (such corporation, and
its  successors and assigns under the Indenture  hereinafter  referred to, being
herein called the "Company"),  promises to pay interest on the principal  amount
of this Security from May 19, 1997 to and including May 15, 2000 at a rate of 7%
per annum and after May 15,  2000  until  maturity  at a rate of 12% per  annum;
provided,   however,   that  if  a  Registration  Default  (as  defined  in  the
Registration  Rights Agreement) occurs,  additional interest will accrue on this
Security at a rate of 0.50% per annum from and  including  the date on which any
such  Registration  Default  shall occur to but  excluding the date on which all
Registration   Defaults   have  been  cured.   The  Company  will  pay  interest
semiannually on May 15 and November 15 of each year,  commencing on November 15,
1997.  Interest on the Securities will accrue from the most recent date to which
interest  has been paid or, if no  interest  has been paid,  from May 19,  1997.
Interest  will be  computed  on the  basis of a 360-day  year of  twelve  30-day
months. The Company shall pay interest on overdue principal at the rate borne by
the  Securities  plus  2% per  annum,  and it  shall  pay  interest  on  overdue
installments of interest at the same rate to the extent lawful.


2.  Method of Payment

                  The  Company  will  pay  interest  on the  Securities  (except
defaulted  interest) to the Persons who are registered  holders of Securities at
the close of business on May 1 or November 1 next preceding the interest payment
date even if Securities  are canceled after the record date and on or before the
interest  payment date.  Holders must surrender  Securities to a Paying Agent to
collect principal payments. The Company will pay principal and interest in money
of the United  States that at the time of payment is legal tender for payment of
public and private debts. Payments in respect of the Securities represented by a
Global Security (including principal, premium and interest) will be made by wire
transfer  of  immediately  available  funds  to the  accounts

<PAGE>
                                                                               5


specified by The Depository Trust Company. The Company will make all payments in
respect of a certificated Security (including  principal,  premium and interest)
by mailing a check to the registered  address of each Holder thereof;  provided,
however,  that  payments on a  certificated  Security in an aggregate  principal
amount of  $1,000,000  or more will be made by wire  transfer  to a U.S.  dollar
account  maintained by the payee with a bank in the United States if such Holder
elects  payment by wire transfer by giving  written notice to the Trustee or the
Paying  Agent to such  effect  designating  such  account  no later than 30 days
immediately  preceding  the relevant due date for payment (or such later date as
the Trustee may accept in its discretion).


3.  Paying Agent and Registrar

                  Initially, United States Trust Company of New York, a New York
trust company ("Trustee"),  will act as Paying Agent and Registrar.  The Company
may appoint  and change any Paying  Agent,  Registrar  or  co-registrar  without
notice.  The  Company  or any  of its  domestically  incorporated  Wholly  Owned
Subsidiaries may act as Paying Agent, Registrar or co-registrar.


4.  Indenture

                  The Company issued the Securities  under an Indenture dated as
of May 15, 1997 (the "Indenture"),  among the Company, Radio One Licenses, Inc.,
as a Subsidiary Guarantor,  and the Trustee. The terms of the Securities include
those stated in the  Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939 (15 U.S.C. ss.ss.  77aaa-77bbbb) as in effect
on the date of the Indenture (the "Act"). Terms defined in the Indenture and not
defined  herein  have  the  meanings  ascribed  thereto  in the  Indenture.  The
Securities are subject to all such terms,  and  Securityholders  are referred to
the Indenture and the Act for a statement of those terms.

                  The  Securities  are  general  unsecured  obligations  of  the
Company limited to $85,478,000  aggregate  principal  amount (subject to Section
2.07 of the Indenture).  The Indenture  contains certain  restrictive  covenants
with  respect  to  the  Company  and  certain  of  its  subsidiaries,  including
limitations  on (a) the sale of assets,  including the equity  interests of such
subsidiaries,  (b) asset  swaps,  (c) the  payment of  Restricted  Payments  (as
defined),  (d) the incurrence of indebtedness and issuance of preferred stock by
the  Company or such  subsidiaries,  (e) the  issuance of

<PAGE>
                                                                               6


Equity  Interests (as defined) by such  subsidiaries,  (f) certain  transactions
with affiliates,  (g) the incurrence of senior subordinated debt and (h) certain
consolidations   and  mergers.   The  Indenture   also  will  prohibit   certain
restrictions on distributions from such  subsidiaries.  All of these limitations
and prohibitions, however, are subject to a number of important qualifications.


5. Optional Redemption

                  Except as set forth in the next paragraph,  the Securities may
not be redeemed  prior to May 15, 2001. On and after that date,  the Company may
redeem the  Securities  in whole at any time or in part from time to time at the
following  redemption prices (expressed in percentages of Accreted Value),  plus
accrued  interest  to the  redemption  date  (subject to the right of Holders of
record on the  relevant  record  date to  receive  interest  due on the  related
interest  payment date), if redeemed during the 12-month period beginning on May
15 of each of the years indicated below:

         Period                                  Percentage

         2001    ..............................   106.000%
         2002    ..............................   104.000%
         2003    ..............................   100.000%

                  In addition,  at any time prior to May 15,  2000,  the Company
may redeem up to 25% of the original principal amount of the Securities with the
net proceeds of a Public Equity Offering, at any time or from time to time, at a
redemption  price  (expressed as a percentage of Accreted  Value) of 112%,  plus
accrued  interest to redemption  date (subject to the right of Holders of record
on the  relevant  record date to receive  interest  due on the related  interest
payment date);  provided,  however,  that (a) such redemption shall occur within
180 days  following  the closing of such Public  Equity  Offering  and (b) after
giving effect to such redemption,  at least $64,109,000 aggregate Accreted Value
of the Securities shall remain outstanding.


6.  Notice of Redemption

                  Notice of  redemption  will be mailed at least 30 days but not
more than 60 days before the redemption  date to each Holder of Securities to be
redeemed at his  registered  address.  Securities in  denominations  larger than
$1,000 may be redeemed in part but only in whole  multiples of $1,000.

<PAGE>
                                                                               7


If money  sufficient to pay the redemption  price of and accrued interest on all
Securities  (or  portions  thereof)  to be redeemed  on the  redemption  date is
deposited  with the Paying  Agent on or before the  redemption  date and certain
other conditions are satisfied, on and after such date interest ceases to accrue
on such Securities (or such portions thereof) called for redemption.


7.  Offers to Purchase

                  The Company  shall be  required  (a) upon a Change of Control,
subject  to  certain  conditions,  to  commence  an  Offer to  Purchase  all the
Securities and (b) upon the  realization of Excess Proceeds in an amount greater
than  $5,000,00,  to  commence an Offer to  Purchase  Securities  in a principal
amount equal to such Excess  Proceeds,  in each case at a repurchase price equal
to 101% of the Accreted Value of the  Securities to be repurchased  plus accrued
interest to the date of repurchase (subject to the right of holders of record on
the relevant record date to receive interest due on the related interest payment
date) as provided in, and subject to the terms of, the Indenture.


8.  Subordination

                  The Securities are  subordinated to Senior Debt, as defined in
the Indenture. To the extent provided in the Indenture, Senior Debt must be paid
before the Securities may be paid. The Company agrees,  and each  Securityholder
by accepting a Security agrees, to the subordination provisions contained in the
Indenture and  authorizes the Trustee to give it effect and appoints the Trustee
as attorney-in-fact for such purpose.


9.  Denominations; Transfer; Exchange

                  The  Securities  are in  registered  form  without  coupons in
denominations  of  $1,000  (or in the  case  of  Definitive  Securities  sold to
institutional  accredited investors as described in Rule 501(a)(1),  (2), (3) or
(7) under the  Securities  Act,  minimum  denominations  of $200,000)  and whole
multiples of $1,000. A Holder may transfer or exchange  Securities in accordance
with the Indenture.  The Registrar may require a Holder,  among other things, to
furnish appropriate  endorsements or transfer documents and to pay any taxes and
fees  required by law or  permitted by the  Indenture.  The  Registrar  need not
register  the  transfer of or exchange any  Securities  selected for  redemption

<PAGE>
                                                                               8


(except,  in the case of a Security to be  redeemed in part,  the portion of the
Security not to be redeemed) or any  Securities for a period of 15 days before a
selection  of  Securities  to be redeemed or 15 days before an interest  payment
date.


10.  Persons Deemed Owners

                  The  registered  Holder of this Security may be treated as the
owner of it for all purposes.


11.  Unclaimed Money

                  If money for the  payment of  principal  or  interest  remains
unclaimed for two years, the Trustee or Paying Agent shall pay the money back to
the Company at its request unless an abandoned  property law designates  another
Person. After any such payment,  Holders entitled to the money must look only to
the Company and not to the Trustee for payment.


12.  Discharge and Defeasance

                  Subject to  certain  conditions,  the  Company at any time may
terminate some or all of its obligations  under the Securities and the Indenture
if the Company  deposits with the Trustee money or U.S.  Government  Obligations
for the payment of principal  and interest on the  Securities  to  redemption or
maturity, as the case may be.


13.  Amendment, Waiver

                  Subject to certain exceptions set forth in the Indenture,  (i)
the Indenture or the Securities  may be amended with the written  consent of the
Holders of at least a majority in aggregate  principal amount outstanding of the
Securities  and (ii) any  default or  noncompliance  with any  provision  may be
waived with the written consent of the Holders of a majority in principal amount
outstanding of the  Securities.  Subject to certain  exceptions set forth in the
Indenture,  without  the  consent of any  Securityholder,  the  Company  and the
Trustee  may  amend  the  Indenture  or the  Securities  to cure any  ambiguity,
omission, defect or inconsistency, or to comply with Article 5 of the Indenture,
or to  provide  for  uncertificated  Securities  in  addition  to or in place of
certificated Securities,  or to add guarantees with respect to the Securities or
to secure the Securities, or to add additional covenants or surrender rights and

<PAGE>
                                                                               9


powers  conferred  on the  Company,  or to comply with any request of the SEC in
connection  with  qualifying  the  Indenture  under the Act, or to make  certain
changes in the  subordination  provisions,  or to make any change  that does not
adversely affect the rights of any Securityholder.


14.  Defaults and Remedies

                  Under the Indenture,  Events of Default include (i) default in
payment of principal  on the  Securities  when due;  (ii) default for 30 days in
payment of interest on the Securities;  (iii) failure to purchase the Securities
required to be purchased pursuant to paragraph 7; (iv) failure by the Company to
comply with other  agreements  in the  Indenture or the  Securities,  in certain
cases subject to notice and lapse of time; (v) certain accelerations  (including
failure  to  pay  within  any  grace  period  after  final  maturity)  of  other
Indebtedness  of  the  Company  or  any  Restricted  Subsidiary  if  the  amount
accelerated (or so unpaid) exceeds $5,000,000; (vi) certain events of bankruptcy
or  insolvency  with respect to the Company or any  Restricted  Subsidiary;  and
(vii)  certain  judgments  or  decrees  for the  payment  of money in  excess of
$5,000,000. If an Event of Default occurs and is continuing,  the Trustee or the
Holders of at least 25% in  aggregate  principal  amount of the  Securities  may
declare all the Securities to be due and payable immediately.  Certain events of
bankruptcy  or  insolvency  are  Events  of  Default  which  will  result in the
Securities being due and payable  immediately upon the occurrence of such Events
of Default.

                  Securityholders   may  not  enforce  the   Indenture   or  the
Securities  except as  provided  in the  Indenture.  The  Trustee  may refuse to
enforce the Indenture or the Securities unless it receives reasonable  indemnity
or security. Subject to certain limitations,  Holders of a majority in principal
amount of the  Securities may direct the Trustee in its exercise of any trust or
power.  The Trustee may withhold from  Securityholders  notice of any continuing
Default  (except a Default in payment of principal or interest) if it determines
that withholding notice is in the interest of the Holders.


15.  Trustee Dealings with the Company

                  Subject to certain limitations imposed by the Act, the Trustee
under the  Indenture,  in its individual or any other  capacity,  may become the
owner  or  pledgee  of  Securities  and may  otherwise  deal  with  and  collect
obligations

<PAGE>
                                                                              10


owed to it by the  Company or its  Affiliates  and may  otherwise  deal with the
Company  or its  Affiliates  with the same  rights it would  have if it were not
Trustee.


16.  No Recourse Against Others

                  A director,  officer, employee or stockholder, as such, of the
Company or the Trustee shall not have any liability for any  obligations  of the
Company  under the  Securities  or the  Indenture  or for any claim based on, in
respect of or by reason of such  obligations or their  creation.  By accepting a
Security, each Securityholder waives and releases all such liability. The waiver
and release are part of the consideration for the issue of the Securities.


17.  Authentication

                  This Security shall not be valid until an authorized signatory
of the Trustee (or an  authenticating  agent)  manually signs the certificate of
authentication on the other side of this Security.


18.  Abbreviations

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

19.  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  Securities  and has  directed  the  Trustee to use CUSIP
numbers  in  notices of  redemption  as a  convenience  to  Securityholders.  No
representation  is made as to the accuracy of such numbers  either as printed on
the  Securities or as contained in any notice of redemption  and reliance may be
placed only on the other identification numbers placed thereon.

20.  Holders' Compliance with Registration Rights Agreement.

                  Each Holder of a Security, by acceptance hereof,  acknowledges
and agrees to the provisions of the

<PAGE>
                                                                              11


Registration Rights Agreement, including, without limitation, the obligations of
the  Holders  with  respect to a  registration  and the  indemnification  of the
Company to the extent provided therein.

21.  Governing Law.

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

                  THE COMPANY  WILL FURNISH TO ANY  SECURITYHOLDER  UPON WRITTEN
REQUEST AND WITHOUT CHARGE TO THE  SECURITYHOLDER  A COPY OF THE INDENTURE WHICH
HAS IN IT THE TEXT OF THIS SECURITY IN LARGER TYPE.
REQUESTS MAY BE MADE TO:



                           ATTENTION OF

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

                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to


         (Print or type assignee's name, address and zip code)

         (Insert assignee's soc. sec. or tax I.D. No.)


and irrevocably appoint                   agent to transfer this Security on the
books of the Company.  The agent may substitute another to act for him.


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

Date: ________________ Your Signature: _____________________


--------------------------------------------------------------------------------
Sign exactly as your name appears on the other side of this Security.

<PAGE>
                                                                              12


In  connection  with any  transfer of any of the  Securities  evidenced  by this
certificate  occurring prior to the expiration of the period referred to in Rule
144(k) under the Securities Act after the later of the date of original issuance
of such  Securities  and the last date,  if any, on which such  Securities  were
owned by the Company or any Affiliate of the Company,  the undersigned  confirms
that such Securities are being transferred in accordance with its terms:

CHECK ONE BOX BELOW

                  (1)    [ ]        to the Company; or

                  (2)    [ ]        pursuant   to  an   effective   registration
                                    statement  under the Securities Act of 1933;
                                    or

                  (3)    [ ]        inside  the  United  States to a  "qualified
                                    institutional  buyer"  (as  defined  in Rule
                                    144A under the  Securities Act of 1933) that
                                    purchases  for  its own  account  or for the
                                    account of a qualified  institutional  buyer
                                    to whom  notice is given that such  transfer
                                    is being made in reliance  on Rule 144A,  in
                                    each case pursuant to and in compliance with
                                    Rule 144A under the  Securities Act of 1933;
                                    or

                  (4)    [ ]        outside  the  United  States in an  offshore
                                    transaction within the meaning of Regulation
                                    S under  the  Securities  Act in  compliance
                                    with Rule 904 under  the  Securities  Act of
                                    1933; or

                  (5)    [ ]        pursuant to another available exemption from
                                    registration  provided by Rule 144 under the
                                    Securities Act of 1933.

                  Unless one of the boxes is checked, the Trustee will refuse to
                  register any of the Securities  evidenced by this  certificate
                  in the name of any  person  other than the  registered  holder
                  thereof; provided, however, that if box (4) or (5) is checked,
                  the  Trustee  may  require,  prior  to  registering  any  such
                  transfer   of   the    Securities,    such   legal   opinions,
                  certifications  and  other  information  as  the  Company  has
                  reasonably  requested to confirm  that such  transfer is being
                  made pursuant to an exemption  from,  or in a transaction  not

<PAGE>
                                                                              13


                  subject to, the  registration  requirements  of the Securities
                  Act of 1933, such as the exemption  provided by Rule 144 under
                  such Act.




                                                     ------------------------
                                                       Signature

Signature Guarantee:

---------------------               --------------------------
Signature must be guaranteed                Signature

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


              TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

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


Dated: ________________             ______________________________
                                    NOTICE:  To be executed by
                                             an executive officer



<PAGE>
                                                                              14



                      [TO BE ATTACHED TO GLOBAL SECURITIES]

              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

                  The following  increases or decreases in this Global  Security
have been made:

<TABLE>
<CAPTION>
                   

Date of   Amount of decrease    Amount of increase   Principal amount of    Signature of
Exchange  in Principal  Amount  in Principal Amount  this Global Security   authorized officer
          of this Global        of this Global       following such         of Trustee or
          Security              Security             decrease or increase)  Securities Custodian
<S>       <C>                   <C>                  <C>                    <C>         
                                                                                           
</TABLE>




<PAGE>
                                                                              15



                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have this  Security  purchased  by the
Company pursuant to Section 4.07 or 4.10 of the Indenture, check the box:
                                      [ ]

                  If you  want to  elect  to  have  only  part of this  Security
purchased  by the  Company  pursuant to Section  4.07 or 4.10 of the  Indenture,
state the amount in principal amount: $


Date: _______________      Your Signature:  ______________________
                                            (Sign  exactly as your name  appears
                                            on the other side of this Security.)

Signature Guarantee: _______________________________________
                                    (Signature must be guaranteed)


