S-3/A

   
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 12, 1996
    
                                                      REGISTRATION NO. 333-16469
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- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                    ----------------------------------------
 
   
                          AMENDMENT NO. 2 TO FORM S-3
    
                             REGISTRATION STATEMENT
   
                        UNDER THE SECURITIES ACT OF 1933
    
                           --------------------------
 
   
                          JACOR COMMUNICATIONS COMPANY
             (Exact name of registrant as specified in its charter)
    
   
                                             
           FLORIDA                                      59-2054850
 (STATE OR OTHER JURISDICTION                      (I.R.S. EMPLOYER
              OF                     AND ITS       IDENTIFICATION
INCORPORATION OR ORGANIZATION)     GUARANTORS      NUMBER)
 
JACOR COMMUNICATIONS, INC.
JACOR BROADCASTING CORPORATION
BROADCAST FINANCE, INC.
JACOR BROADCASTING OF FLORIDA, INC.
JACOR BROADCASTING OF ATLANTA, INC.
JACOR BROADCASTING OF COLORADO, INC.
JACOR BROADCASTING OF LEXINGTON, INC.
JACOR BROADCASTING OF KNOXVILLE, INC.
JACOR BROADCASTING OF TAMPA BAY, INC.
JACOR CABLE, INC.
GEORGIA NETWORK EQUIPMENT, INC.
JACOR BROADCASTING OF SAN DIEGO, INC.
JACOR BROADCASTING OF ST. LOUIS, INC.
JACOR BROADCASTING OF SARASOTA, INC.
JACOR BROADCASTING OF IDAHO, INC.
INMOBILIARIA RADIAL, S.A. DE C.V.
JACOR BROADCASTING OF IOWA, INC.
NOBLE BROADCAST GROUP, INC.
NOBLE BROADCAST OF COLORADO, INC.
NOBLE BROADCAST OF SAN DIEGO, INC.
NOBLE BROADCAST OF ST. LOUIS, INC.
NOBLE BROADCAST OF TOLEDO, INC.
NOVA MARKETING GROUP, INC.
NOBLE BROADCAST LICENSES, INC.
NOBLE BROADCAST HOLDINGS, INC.
SPORTS RADIO BROADCASTING, INC.
NOBRO, S.C.
SPORTS RADIO, INC.
NOBLE BROADCAST CENTER, INC.
CITICASTERS CO.
GACC-N26LB, INC.
GACC-340, INC.
CINE GUARANTORS, INC.
GREAT AMERICAN TELEVISION PRODUCTIONS, INC.
CINE GUARANTORS II, INC.
GREAT AMERICAN MERCHANDISING GROUP, INC.
TAFT-TCI SATELLITE SERVICES, INC.
CINE FILMS, INC.
THE SY FISCHER COMPANY AGENCY, INC.
LOCATION PRODUCTIONS, INC.
LOCATION PRODUCTIONS II, INC.
VTTV PRODUCTIONS
F.M.I. PENNSYLVANIA, INC.
WHOK, INC.
CINE MOBILE SYSTEMS INT'L. N.V.
CINE MOVIL S.A. DE C.V.
CINE GUARANTORS II, LTD.
 
    (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
- --------------------------------------------------------------------------------------------------
 


JACOR COMMUNICATIONS, INC.                                                                                       DELAWARE
 
JACOR BROADCASTING CORPORATION                                                                                       OHIO
 
BROADCAST FINANCE, INC.                                                                                              OHIO
 
JACOR BROADCASTING OF FLORIDA, INC.                                                                               FLORIDA
 
JACOR BROADCASTING OF ATLANTA, INC.                                                                               GEORGIA
 
JACOR BROADCASTING OF COLORADO, INC.                                                                             COLORADO
 
JACOR BROADCASTING OF LEXINGTON, INC.                                                                            KENTUCKY
 
JACOR BROADCASTING OF KNOXVILLE, INC.                                                                            DELAWARE
 
JACOR BROADCASTING OF TAMPA BAY, INC.                                                                             FLORIDA
 
JACOR CABLE, INC.                                                                                                KENTUCKY
 
GEORGIA NETWORK EQUIPMENT, INC.                                                                                   GEORGIA
 
JACOR BROADCASTING OF SAN DIEGO, INC.                                                                            DELAWARE
 
JACOR BROADCASTING OF ST. LOUIS, INC.                                                                            MISSOURI
 
JACOR BROADCASTING OF SARASOTA, INC.                                                                              FLORIDA
 
JACOR BROADCASTING OF IDAHO, INC.                                                                                DELAWARE
 
INMOBILIARIA RADIAL, S.A. DE C.V.                                                                                  MEXICO
 
JACOR BROADCASTING OF IOWA, INC.                                                                                 DELAWARE
 
NOBLE BROADCAST GROUP, INC.                                                                                      DELAWARE
 
NOBLE BROADCAST OF COLORADO, INC.                                                                               CALIFORNIA
 
NOBLE BROADCAST OF SAN DIEGO, INC.                                                                              CALIFORNIA
 
NOBLE BROADCAST OF ST. LOUIS, INC.                                                                               DELAWARE
 
NOBLE BROADCAST OF TOLEDO, INC.                                                                                 CALIFORNIA
 
NOVA MARKETING GROUP, INC.                                                                                      CALIFORNIA
 
NOBLE BROADCAST LICENSES, INC.                                                                                  CALIFORNIA
 
NOBLE BROADCAST HOLDINGS, INC.                                                                                   DELAWARE
 
SPORTS RADIO BROADCASTING, INC.                                                                                 CALIFORNIA
 
NOBRO, S.C.                                                                                                        MEXICO
 
SPORTS RADIO, INC.                                                                                              CALIFORNIA
 
NOBLE BROADCAST CENTER, INC.                                                                                    CALIFORNIA
 
CITICASTERS CO.                                                                                                      OHIO
 
GACC-N26LB, INC.                                                                                                 DELAWARE
 
GACC-340, INC.                                                                                                   DELAWARE
 
CINE GUARANTORS, INC.                                                                                           CALIFORNIA
 
GREAT AMERICAN TELEVISION PRODUCTIONS, INC.                                                                     CALIFORNIA
 
CINE GUARANTORS II, INC.                                                                                        CALIFORNIA
 
GREAT AMERICAN MERCHANDISING GROUP, INC.                                                                         NEW YORK
 
TAFT-TCI SATELLITE SERVICES, INC.                                                                                COLORADO
 
CINE FILMS, INC.                                                                                                CALIFORNIA
 
THE SY FISCHER COMPANY AGENCY, INC.                                                                             CALIFORNIA
 
LOCATION PRODUCTIONS, INC.                                                                                      CALIFORNIA
 
LOCATION PRODUCTIONS II, INC.                                                                                   CALIFORNIA
 
VTTV PRODUCTIONS                                                                                                CALIFORNIA
 
F.M.I. PENNSYLVANIA, INC.                                                                                       PENNSYLVANIA
 
WHOK, INC.                                                                                                           OHIO
 
CINE MOBILE SYSTEMS INT'L. N.V.                                                                                   ANTILLE
 
CINE MOVIL S.A. DE C.V.                                                                                            MEXICO
 
CINE GUARANTORS II, LTD.                                                                                           CANADA
 
                                                                                                     (STATE OR OTHER JURISDICTION OF
 
    (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)                                           INCORPORATION OR ORGANIZATION)
 
- --------------------------------------------------------------------------------------------------  --------------------------------
- -

JACOR COMMUNICATIONS, INC.                                                                                     31-0978313
 
JACOR BROADCASTING CORPORATION                                                                                 31-1363232
 
BROADCAST FINANCE, INC.                                                                                        31-1390698
 
JACOR BROADCASTING OF FLORIDA, INC.                                                                            31-1102108
 
JACOR BROADCASTING OF ATLANTA, INC.                                                                            31-1133504
 
JACOR BROADCASTING OF COLORADO, INC.                                                                           31-1212116
 
JACOR BROADCASTING OF LEXINGTON, INC.                                                                          31-1466604
 
JACOR BROADCASTING OF KNOXVILLE, INC.                                                                          31-1125479
 
JACOR BROADCASTING OF TAMPA BAY, INC.                                                                          31-1234979
 
JACOR CABLE, INC.                                                                                              31-1273897
 
GEORGIA NETWORK EQUIPMENT, INC.                                                                                31-0317907
 
JACOR BROADCASTING OF SAN DIEGO, INC.                                                                          31-1440011
 
JACOR BROADCASTING OF ST. LOUIS, INC.                                                                          43-1735433
 
JACOR BROADCASTING OF SARASOTA, INC.                                                                           31-1468564
 
JACOR BROADCASTING OF IDAHO, INC.                                                                                 PENDING
 
INMOBILIARIA RADIAL, S.A. DE C.V.                                                                          NOT APPLICABLE
 
JACOR BROADCASTING OF IOWA, INC.                                                                                  PENDING
 
NOBLE BROADCAST GROUP, INC.                                                                                    33-0215206
 
NOBLE BROADCAST OF COLORADO, INC.                                                                              33-0250362
 
NOBLE BROADCAST OF SAN DIEGO, INC.                                                                             95-3230874
 
NOBLE BROADCAST OF ST. LOUIS, INC.                                                                             33-0294761
 
NOBLE BROADCAST OF TOLEDO, INC.                                                                                30-0200806
 
NOVA MARKETING GROUP, INC.                                                                                     33-0578898
 
NOBLE BROADCAST LICENSES, INC.                                                                                 34-1794221
 
NOBLE BROADCAST HOLDINGS, INC.                                                                                 33-0492627
 
SPORTS RADIO BROADCASTING, INC.                                                                                33-0525378
 
NOBRO, S.C.                                                                                                NOT APPLICABLE
 
SPORTS RADIO, INC.                                                                                             95-4350343
 
NOBLE BROADCAST CENTER, INC.                                                                                   33-0189045
 
CITICASTERS CO.                                                                                                31-1081002
 
GACC-N26LB, INC.                                                                                               31-1231527
 
GACC-340, INC.                                                                                                 31-1251968
 
CINE GUARANTORS, INC.                                                                                          95-2677644
 
GREAT AMERICAN TELEVISION PRODUCTIONS, INC.                                                                    31-1019819
 
CINE GUARANTORS II, INC.                                                                                       95-2960196
 
GREAT AMERICAN MERCHANDISING GROUP, INC.                                                                       13-2658721
 
TAFT-TCI SATELLITE SERVICES, INC.                                                                              84-0863016
 
CINE FILMS, INC.                                                                                               95-2945526
 
THE SY FISCHER COMPANY AGENCY, INC.                                                                            95-2792659
 
LOCATION PRODUCTIONS, INC.                                                                                     95-2556702
 
LOCATION PRODUCTIONS II, INC.                                                                                  95-2945537
 
VTTV PRODUCTIONS                                                                                               31-0924795
 
F.M.I. PENNSYLVANIA, INC.                                                                                      59-1648738
 
WHOK, INC.                                                                                                     34-1092716
 
CINE MOBILE SYSTEMS INT'L. N.V.                                                                            NOT APPLICABLE
 
CINE MOVIL S.A. DE C.V.                                                                                    NOT APPLICABLE
 
CINE GUARANTORS II, LTD.                                                                                   NOT APPLICABLE
 
                                                                                                         (I.R.S. EMPLOYER
 
    (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)                                            IDENTIFICATION NUMBER)
 
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                                1300 PNC CENTER
                             201 EAST FIFTH STREET
                             CINCINNATI, OHIO 45202
                                 (513) 621-1300
   
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANTS' PRINCIPAL EXECUTIVE OFFICES)
    
                    ----------------------------------------
 
                              R. CHRISTOPHER WEBER
                           JACOR COMMUNICATIONS, INC.
                                1300 PNC CENTER
                             201 EAST FIFTH STREET
                             CINCINNATI, OHIO 45202
                                 (513) 621-1300
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)
                    ----------------------------------------
 
                          COPIES OF COMMUNICATIONS TO:
 
                              
  RICHARD G. SCHMALZL, ESQ.       GREGG A. NOEL,
   DOUGLAS D. ROBERTS, ESQ.            ESQ.
   GRAYDON, HEAD & RITCHEY        SKADDEN, ARPS,
   1900 FIFTH THIRD CENTER       SLATE, MEAGHER &
    CINCINNATI, OHIO 45202           FLOM LLP
        (513) 621-6464           300 SOUTH GRAND
                                  AVENUE, SUITE
                                       3400
                                   LOS ANGELES,
                                 CALIFORNIA 90071
                                  (213) 687-5000


 
                    ----------------------------------------
 
   
    APPROXIMATE  DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
    
                    ----------------------------------------
 
   
                        CALCULATION OF REGISTRATION FEE
    
   


                                                                                                    PROPOSED MAXIMUM
                       TITLE OF EACH CLASS OF                                AMOUNT TO               OFFERING PRICE
                    SECURITIES TO BE REGISTERED                            BE REGISTERED            PER SECURITY(1)
                                                                                          
   % SENIOR SUBORDINATED NOTES DUE 2006.............................        $150,000,000                  100%
GUARANTEES OF JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES (4).......             *                         *
 

                                                                          PROPOSED MAXIMUM
                       TITLE OF EACH CLASS OF                                AGGREGATE                 AMOUNT OF
                    SECURITIES TO BE REGISTERED                          OFFERING PRICE(1)       REGISTRATION FEE(1)(2)
                                                                                          
   % SENIOR SUBORDINATED NOTES DUE 2006.............................        $150,000,000             $45,454.55(3)
GUARANTEES OF JACOR COMMUNICATIONS, INC. AND SUBSIDIARIES (4).......             *                         *

    
 
   
(1) Estimated solely for purposes  of calculating the registration fee  pursuant
    to Rule 457 under the Securities Act.
    
 
   
(2) Amount calculated pursuant to Section 6(b) under the Securities Act.
    
 
   
(3)  Of the total registration  fee of $45,454.55, $7,575.80  is being paid with
    this filing and $37,878.75 was previously paid.
    
 
   
(4) Registered  herewith  is  Jacor  Communications,  Inc.'s  and  Subsidiaries'
    Guarantees  of the     %  Senior Subordinated Notes  for which no additional
    consideration will be received. Accordingly, pursuant to Rule 457 (o), under
    the Securities Act, which permits the  registration fee to be calculated  on
    the  basis of  the maximum offering  price of all  securities registered, no
    additional fee is included for the registration of such Guarantees.
    
                    ----------------------------------------
 
   
    THE REGISTRANTS HEREBY  AMEND THIS  REGISTRATION STATEMENT ON  SUCH DATE  OR
DATES  AS MAY  BE NECESSARY  TO DELAY ITS  EFFECTIVE DATE  UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS  REGISTRATION
STATEMENT  SHALL THEREAFTER BECOME EFFECTIVE IN  ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT  OF 1933, AS  AMENDED, OR UNTIL  THIS REGISTRATION  STATEMENT
SHALL  BECOME EFFECTIVE ON SUCH DATE  AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
    
 
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INFORMATION   CONTAINED  HEREIN  IS  SUBJECT   TO  COMPLETION  OR  AMENDMENT.  A
REGISTRATION STATEMENT  RELATING TO  THESE SECURITIES  HAS BEEN  FILED WITH  THE
SECURITIES  AND EXCHANGE  COMMISSION. THESE SECURITIES  MAY NOT BE  SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR  TO THE TIME THE REGISTRATION STATEMENT  BECOMES
EFFECTIVE.  THIS  PROSPECTUS  SHALL  NOT  CONSTITUTE AN  OFFER  TO  SELL  OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE  SECURITIES
IN  ANY STATE IN WHICH SUCH OFFER,  SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

PROSPECTUS
            , 1996
   
                                  $150,000,000
    
 
                          JACOR COMMUNICATIONS COMPANY
                                 GUARANTEED BY
                                     [LOGO]
 
                       % SENIOR SUBORDINATED NOTES DUE 2006
 
    The  Senior  Subordinated  Notes  (the  "Notes")  are  being  offered   (the
"Offering")  by Jacor Communications Company  ("JCC"), a wholly owned subsidiary
of Jacor  Communications,  Inc.  ("Jacor").  The  Notes  are  being  offered  in
connection  with the  Pending Transactions  (as defined  herein) and  to repay a
portion of the outstanding  indebtedness under the  Credit Facility (as  defined
herein). Consummation of the Offering is not contingent upon consummation of any
of the Pending Transactions.
 
    The  Notes will mature on                  , 2006.  Interest on the Notes is
payable semi-annually on                    and                   of each  year,
commencing                , 1997. JCC will not be required to make any mandatory
redemption or sinking fund payment with respect to the Notes prior to  maturity.
The  Notes will be redeemable at the option of  JCC, in whole or in part, at any
time on or after               , 2001 at the redemption prices set forth  herein
plus  accrued and  unpaid interest, if  any, to  the date of  redemption. In the
event of a Change of Control (as  defined herein), JCC will be required to  make
an  offer to  repurchase the Notes,  at a price  equal to 101%  of the aggregate
principal amount thereof, plus accrued and unpaid interest, if any, to the  date
of repurchase. See "Description of Notes--Certain Covenants--Repurchase of Notes
at the Option of the Holder Upon a Change of Control."
 
   
    The  Notes will  be general  unsecured obligations  of JCC,  subordinated in
right of payment to all  Senior Debt (as defined  herein) of JCC, including  the
Credit  Facility. As  of September  30, 1996,  JCC had  outstanding an aggregate
principal amount of $400.0 million  of Senior Debt. On a  pro forma basis as  of
September  30, 1996 after giving effect to  this Offering and the application of
the net proceeds  therefrom and  the Citicasters  Put (as  defined herein),  the
aggregate principal amount of Senior Debt of JCC would have been $400.0 million.
All  subsidiaries  of  JCC (other  than  the Excluded  Subsidiaries,  as defined
herein), will become Subsidiary Guarantors (each as defined herein) if  required
by  the  indenture governing  the Notes.  See "Description  of Notes  -- Certain
Covenants --  Subsidiary  Guarantors"  and "Description  of  Other  Indebtedness
- --Credit Facility," "-- The 9 3/4% Notes" and "--The 10 1/8% Notes."
    
 
   
    The  Notes  will  be  fully  and  unconditionally  guaranteed  on  a  senior
subordinated basis  by  Jacor  and the  Subsidiary  Guarantors  (the  Subsidiary
Guarantors,  together with Jacor, the "Guarantors")  (limited only to the extent
necessary to avoid each such guarantee being considered a fraudulent  conveyance
under  applicable  law) on  a joint  and several  basis (the  "Guarantees"). The
Guarantees will be general unsecured obligations of the Guarantors.
    
 
    SEE "RISK FACTORS" BEGINNING ON  PAGE 9 FOR A  DISCUSSION OF THE RISKS  THAT
SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
 
THESE  SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
   EXCHANGE COMMISSION  OR ANY  STATE SECURITIES  COMMISSION NOR  HAS  THE
      SECURITIES   AND  EXCHANGE  COMMISSION  OR  ANY  STATE  SECURITIES
        COMMISSION PASSED  UPON THE  ACCURACY OR  ADEQUACY OF  THIS
             PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
                                        CRIMINAL OFFENSE.
 


- --------------------------------------------------------------------------------------------
                                                             UNDERWRITING
                                            PRICE TO THE     DISCOUNTS AND      PROCEEDS
                                              PUBLIC(1)     COMMISSIONS(2)      TO JCC(3)
- --------------------------------------------------------------------------------------------
                                                                    
Per Note.................................         %                %                %
Total....................................         $                $                $
- --------------------------------------------------------------------------------------------

 
(1) PLUS ACCRUED INTEREST, IF ANY, FROM THE DATE OF ISSUANCE.
(2)  JACOR AND  JCC HAVE  AGREED TO INDEMNIFY  THE UNDERWRITERS  AGAINST, AND TO
    PROVIDE  CONTRIBUTION  WITH  RESPECT  TO,  CERTAIN  LIABILITIES,   INCLUDING
    LIABILITIES   UNDER   THE  SECURITIES   ACT   OF  1933,   AS   AMENDED.  SEE
    "UNDERWRITING."
 
   
(3) BEFORE DEDUCTING EXPENSES PAYABLE BY JCC ESTIMATED AT $655,000.
    
 
    The Notes are offered by the Underwriters  when, as and if delivered to  and
accepted  by  the  Underwriters and  subject  to various  prior  conditions. The
Underwriters have reserved  the right  to withdraw,  cancel or  modify any  such
offer  and to reject orders in whole or in part. It is expected that delivery of
the Notes will be made in New York, New York on or about              , 1996, to
investors in  book-entry form  through the  facilities of  The Depositary  Trust
Company against payment therefor in immediately available funds.
 
DONALDSON, LUFKIN & JENRETTE                                 MERRILL LYNCH & CO.
        SECURITIES CORPORATION

   
    The inside front cover consists of a map of the United States indicating the
cities  in which the Company  (as defined herein) will  own and/or operate radio
and television stations.  The map also  indicates the number  of stations  owned
and/or operated by the Company in each city and the 1995 radio revenue rank, all
as shown in the table contained in the Prospectus Summary.
    
 
IN  CONNECTION WITH  THIS OFFERING,  THE UNDERWRITERS  MAY OVER-ALLOT  OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE  MARKET PRICE OF THE NOTES AND  THE
10  1/8% NOTES (AS DEFINED  HEREIN) AT A LEVEL  ABOVE THAT WHICH MIGHT OTHERWISE
PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE  DISCONTINUED
AT ANY TIME.
 
                                       2

                               PROSPECTUS SUMMARY
 
   
    THE  FOLLOWING SUMMARY  IS QUALIFIED  IN ITS  ENTIRETY BY  THE MORE DETAILED
INFORMATION AND FINANCIAL STATEMENTS APPEARING ELSEWHERE IN THIS PROSPECTUS  AND
IN  THE DOCUMENTS INCORPORATED HEREIN BY REFERENCE. UNLESS THE CONTEXT OTHERWISE
REQUIRES, THE TERM  (I) "JACOR"  REFERS TO  JACOR COMMUNICATIONS,  INC. AND  ITS
SUBSIDIARIES,  INCLUDING  JCC, AND  THEIR  COMBINED OPERATIONS  ON  A HISTORICAL
BASIS; AND (II) "COMPANY" REFERS TO JACOR AND THE ENTITIES AND RADIO STATIONS TO
BE OWNED BY  JACOR ON  A COMBINED BASIS  ASSUMING THE  PENDING TRANSACTIONS  ARE
CONSUMMATED AS CURRENTLY SET FORTH IN THE RESPECTIVE TRANSACTION AGREEMENTS. JCC
WAS  FORMERLY KNOWN  AS CITICASTERS INC.  ("CITICASTERS") PRIOR  TO CHANGING ITS
CORPORATE NAME  TO "JACOR  COMMUNICATIONS COMPANY"  IN DECEMBER  1996. THE  TERM
"PENDING  TRANSACTIONS"  REFERS TO  THE  PENDING ACQUISITIONS,  DISPOSITIONS AND
MERGER DESCRIBED UNDER "TRANSACTIONS  -- PENDING TRANSACTIONS."  NOT ALL OF  THE
PENDING TRANSACTIONS WILL BE CONSUMMATED PRIOR TO THE CLOSING OF THE OFFERING.
    
 
                                  THE COMPANY
 
   
    Jacor,  upon consummation  of the Pending  Transactions, will  be the second
largest radio group  in the nation  as measured  by gross revenue  and will  own
and/or  operate 101  radio stations and  one television station  in 24 broadcast
areas across the United States. Jacor's  strategic objective is to be a  leading
radio  broadcaster by operating multiple radio  station platforms in each of its
broadcast areas. The Company's broadcast areas are among the most attractive  in
the  country, demonstrating, as a  group, radio revenue growth  in excess of the
radio industry average over the last five years. In 1995, the Company would have
been the top billing radio group in 15 of its 24 broadcast areas and would  have
had  net revenue and broadcast  cash flow of $383.9  million and $121.9 million,
respectively.
    
 
    The following table sets forth certain information regarding the Company and
its broadcast areas:
 
   


                                  COMPANY DATA                     BROADCAST AREA DATA
                      ------------------------------------  ----------------------------------
                       1995      RADIO                                      1995     1990-1995
                       RADIO    AUDIENCE  NO. OF STATIONS       1995        RADIO     REVENUE
                      REVENUE    SHARE    ----------------    ARBITRON     REVENUE     CAGR
BROADCAST AREA         RANK        %       AM    FM    TV       RANK        RANK         %
- --------------------  -------   -------   ----  ----  ----  ------------   -------   ---------
                                                             
Los Angeles.........       5       3.4      1     1   --              2         1         3.6
Atlanta.............       1      15.2      1     3   --             12        10         9.2
San Diego(1)(2).....       1      20.9      3     5   --             15        16         5.5
St. Louis...........       5       9.4      1     2   --             17        18         4.5
Tampa...............       1      33.3      2     5   --             21        21         6.2
Denver(3)...........       1      33.1      4     4   --             23        14         8.6
Portland............       1      18.4      1     2   --             24        23         8.4
Cincinnati(2)(3)....       1      32.4      2     3     1            25        20         7.4
Kansas City.........       1      21.5      1     3   --             26        32         4.3
Columbus............       1      24.7      2     5   --             32        28         6.7
Salt Lake City(3)...       1      21.7      1     4   --             35        33         9.3
Las Vegas...........       1      22.1    --      4   --             48        42        11.8
Louisville..........       2      20.9      1     4   --             49        45         5.8
Jacksonville........       2      22.8      2     3   --             53        46         7.9
Toledo..............       1      35.8      2     3   --             75        74         5.6
Sarasota/Bradenton...      1      10.4      1     2   --             79       176         N/A
Charleston..........       2      13.5    --      2   --             87        90         4.8
Des Moines..........       1      19.9      1     1   --             89        69         8.4
Lexington...........       1      39.2      2     4   --            105        79         6.4
Boise...............       2      17.6      1     2   --            130       104         9.5
Cedar Rapids........       1      25.3      1     1   --            197       127         4.9
Casper..............       3      21.0      1     1   --            263       249         N/A
Fort
Collins/Greeley(4)...    N/A       N/A      1     2   --            N/A       N/A         N/A
Venice/Englewood(4)...    N/A      N/A      1     2   --            N/A       N/A         N/A

    
 
- ------------------------
 
   
(1) Excludes two  radio stations  located in  Baja California,  Mexico on  which
    Jacor  provides programming  to and  sells air  time for  under an exclusive
    sales agency agreement.
    
 
(2) Excludes KCBQ-AM in  San Diego and WKRQ-FM  in Cincinnati which the  Company
    will divest (see "Transactions").
 
(3)  Excludes  one  station in  Denver,  three  stations in  Cincinnati  and two
    stations in  Salt  Lake  City  on  which the  Company  sells  or  will  sell
    advertising  time pursuant to joint sales agreements (see "Business -- Radio
    Station Overview").
 
   
(4) The Fort Collins/Greeley  and Venice/Englewood broadcast  areas do not  have
    Arbitron ranks.
    
 
                                       3

                               BUSINESS STRATEGY
 
    Jacor's  strategic objective is to be a leading radio broadcaster in each of
its broadcast areas. Jacor intends to acquire individual radio stations or radio
groups that strengthen its  strategic position and  that maximize the  operating
performance of its broadcast properties. Specifically, Jacor's business strategy
centers upon:
 
    REVENUE  LEADERSHIP.  Jacor strives to maximize the audience ratings in each
of its  broadcast areas  in order  to capture  the largest  share of  the  radio
advertising  revenue  and  attract advertising  away  from other  media  in that
broadcast area. Jacor focuses  on those locations where  it believes it has  the
potential  to be a leading radio group.  By operating multiple radio stations in
its broadcast  areas, Jacor  is able  to operate  its stations  at lower  costs,
supply more diverse programming and provide advertisers with the greatest access
to targeted demographic groups.
 
    ACQUISITION  AND DEVELOPMENT  OF BROADCAST PROPERTIES.   Jacor's acquisition
strategy focuses on acquiring both  developed, cash flow producing stations  and
underdeveloped "stick" properties (i.e., stations with insignificant ratings and
little  or  no  positive  broadcast  cash  flow)  that  complement  its existing
portfolio and strengthen its overall strategic position. Jacor has been able  to
improve  the ratings of "stick" properties  with increased marketing and focused
programming that complements its  existing radio station formats.  Additionally,
Jacor  increases the revenues and cash flow of "stick" properties by encouraging
advertisers to buy advertising in a package with its more established  stations.
The  Company may enter  new locations through acquisitions  of radio groups that
have multiple station ownership in their respective broadcast areas. The Company
may also seek to acquire individual  stations in new locations that it  believes
are  fragmented  and where  a revenue-leading  position  can be  created through
additional acquisitions.  The Company  may  exit locations  it views  as  having
limited strategic appeal by selling or exchanging existing stations for stations
in other locations where the Company operates, or for stations in new locations.
 
   
    Additionally, the Company may enter new locations situated near Jacor's core
broadcast areas. The Company believes that it will be able to leverage the costs
associated  with the delivery of high  quality, high cost programming of topical
interest throughout  these geographical  regions,  which programming  would  not
otherwise be economically viable in such smaller broadcast areas. Utilizing this
strategy,  Jacor has recently entered into  agreements or closed transactions to
acquire  radio  stations  in  Venice/Englewood,  Florida;  Lexington,  Kentucky;
Sarasota/Bradenton,  Florida;  Louisville, Kentucky;  Casper, Wyoming;  and Fort
Collins/Greeley, Colorado.
    
 
    DIVERSE FORMAT  EXPERTISE.    Jacor  management  has  developed  programming
expertise over a broad range of radio formats. This management expertise enables
Jacor to specifically tailor the programming of each station in a broadcast area
in  order  to  maximize  Jacor's  overall  strategic  position.  Jacor  utilizes
sophisticated  research  techniques  to   identify  opportunities  within   each
broadcast  area  and programs  its stations  to provide  complete coverage  of a
demographic or  format  type.  This  strategy allows  Jacor  to  deliver  highly
effective  access to a target demographic and  to capture a higher percentage of
advertising revenues.
 
    DISTINCT STATION  PERSONALITIES.   Jacor  engages in  a number  of  creative
programming  and  promotional efforts  designed to  create listener  loyalty and
station brand awareness. Through these efforts, management seeks to cultivate  a
distinct  personality for each station based  upon the unique characteristics of
each broadcast area. Jacor  hires dynamic on-air  personalities for key  morning
and afternoon "drive times" and provides comprehensive news, traffic and weather
reports  to  create  active  listening  by  the  audience.  This  commitment  to
"foreground" or "high impact" programming has successfully generated significant
audience share.
 
    One of the methods Jacor utilizes to develop the personality of its AM radio
stations  is   by  broadcasting   professional  sporting   events  and   related
programming.  Currently, Jacor has the broadcast rights for the Cincinnati Reds,
Cincinnati  Bengals,  Colorado  Rockies,  Denver  Broncos,  Los  Angeles  Kings,
Portland  Trail Blazers and San Diego  Chargers. Sports broadcasting serves as a
key "magnet" for attracting audiences to a station and then introducing them  to
other  programming features, such as local and national news, entertaining talk,
and weather and traffic reports.
 
                                       4

    STRONG AM STATIONS.  Jacor is  an industry leader in successfully  operating
AM  stations. While  many radio  groups primarily  utilize network  or simulcast
programming on their AM stations, Jacor also develops unique programming for its
AM stations  to build  strong  listener loyalty  and awareness.  Utilizing  this
operating focus and expertise, Jacor has developed its AM stations in Denver and
Cincinnati into the revenue and ratings leaders among both AM and FM stations in
their  respective  broadcast  areas.  Jacor's targeted  AM  programming  adds to
Jacor's ability to increase its revenues  and results in more complete  coverage
of the listener base.
 
    Although the cost structure of a large-scale AM station generally results in
lower  operating margins than  typical music-based FM  stations, the majority of
Jacor's  AM  stations  generate  substantial  levels  of  broadcast  cash  flow.
Historically,  most other radio broadcast companies have not focused on their AM
operations to the same extent as Jacor. Accordingly, most of the AM stations  to
be  acquired  meaningfully  underperform  Jacor's  AM  stations,  and management
believes such stations  have the potential  to generate significant  incremental
cash flow.
 
    POWERFUL  BROADCAST SIGNALS.   A station's ability  to maintain a leadership
position depends in part upon the strength of its broadcasting delivery  system.
A  powerful  broadcast  signal  enhances  delivery  range  and  clarity, thereby
influencing  listener  preference  and   loyalty.  Many  of  Jacor's   stations'
broadcasting signals are among the strongest in their respective broadcast areas
reinforcing  its leadership position. Jacor opportunistically upgrades the power
and quality of the signals of  stations it acquires. Following the  consummation
of the Pending Transactions, Jacor expects that relatively inexpensive technical
upgrades  in  certain broadcast  areas  will provide  for  significantly greater
signal presence.
 
                              RECENT DEVELOPMENTS
 
   
    Since the  enactment of  the Telecommunications  Act of  1996 (the  "Telecom
Act")  on February 8, 1996, Jacor has acquired 40 radio stations, two television
stations (one of which  has subsequently been disposed  of) and entered into  an
exclusive sales agency agreement to provide programming to and sell air time for
two   radio  stations  located   in  Baja  California,   Mexico.  The  aggregate
consideration provided by  Jacor in  these transactions  was approximately  $1.2
billion.  Jacor has also disposed of three radio stations for approximately $7.0
million.
    
 
   
    In addition,  Jacor has  entered into  a number  of binding  agreements  for
transactions  that are currently pending. Jacor  has contracted for the exchange
of its two radio stations in Phoenix for two radio stations in San Diego.  Jacor
has  also entered  into binding  agreements to  purchase an  additional 27 radio
stations for  approximately  $203.3  million (including  $30.9  million  already
advanced  by Jacor to fund  various escrow deposits, $16.1  million of which was
paid prior  to  September  30, 1996).  Jacor  has  also entered  into  a  merger
agreement  pursuant to which it  will acquire 18 radio  stations and joint sales
agreements for two additional radio  stations for consideration of 3.55  million
shares  of Jacor's common stock,  $.01 par value per  share (the "Common Stock")
(subject to adjustment pursuant to the terms of the merger agreement),  warrants
to  acquire 500,000 shares of Common Stock at  an exercise price of $40 per full
share, and up to $64.0 million in cash  to be used to repay outstanding debt  of
the  company to be acquired. Jacor has  also entered into a binding agreement to
sell two radio stations for approximately $45.0 million in cash. Finally,  Jacor
has  entered into letters of intent for the disposition of WKRQ-FM in Cincinnati
and KCBQ-AM  in  San  Diego,  but has  not  executed  definitive  agreements  in
connection  with  such  dispositions.  For calendar  1995,  the  incremental net
revenues and broadcast cash flow from  the Pending Transactions would have  been
$73.2 million and $17.8 million, respectively.
    
 
    Jacor  is currently negotiating for  additional acquisitions in its existing
locations and in new locations. Jacor is also engaged in preliminary discussions
with owners of numerous  other radio stations,  which may or  may not result  in
negotiations for additional acquisitions. Such transactions, if any, may involve
the payment of cash, shares of Common Stock and/or the exchange of the Company's
other  broadcast properties. However, there can  be no assurance that Jacor will
successfully complete  all or  any such  transactions or  what the  consequences
thereof  would be.  For more information  about Jacor's  recent acquisitions and
dispositions, see "Transactions."
 
                                       5

                                  THE OFFERING
 
   
                            
Securities Offered...........  $150.0 million in aggregate principal amount of     % Senior
                               Subordinated Notes.
Maturity Date................  , 2006.
Interest Payment Dates.......  and            , commencing            , 1997.
Mandatory Redemption.........  None.
Optional Redemption..........  The Notes will be  redeemable, in whole or  in part, at  the
                               option  of JCC  on or  after                 ,  2001, at the
                               redemption prices set forth herein, plus accrued and  unpaid
                               interest,   if  any,   to  the   date  of   redemption.  See
                               "Description of the Notes -- Optional Redemption."
Ranking......................  The Notes will be general  unsecured obligations of JCC  and
                               will be subordinated in right of payment to all existing and
                               future  Senior Debt of JCC including the Credit Facility. As
                               of September  30, 1996,  JCC  had outstanding  an  aggregate
                               principal  amount of $400.0 million of Senior Debt. On a pro
                               forma basis as of September 30, 1996, after giving effect to
                               the Citicasters Put and this Offering and the application of
                               the net proceeds therefrom,  the aggregate principal  amount
                               of  Senior Debt of  JCC would have  been $400.0 million. See
                               "Transactions," "Description  of Other  Indebtedness --  The
                               Credit    Facility"   and    "Description   of    Notes   --
                               Subordination."
Guarantees...................  The Notes will be fully and unconditionally guaranteed on  a
                               senior  subordinated  basis  by  Jacor  and  the  Subsidiary
                               Guarantors on a joint and several basis (limited only to the
                               extent necessary for each such Guarantee to not constitute a
                               fraudulent conveyance under applicable law). The  Guarantees
                               will be general unsecured obligations of the Guarantors. See
                               "Description of Notes -- Subordination; -- Guarantees."
Change of Control Offer......  If a Change of Control occurs (including a change of control
                               of Jacor, for so long as JCC is a wholly owned subsidiary of
                               Jacor),  JCC  will be  required to  offer to  repurchase all
                               outstanding  Notes  at  a  price  equal  to  101%  of  their
                               principal  amount, plus accrued and unpaid interest, if any,
                               to the date of  repurchase. There can  be no assurance  that
                               JCC  will have sufficient funds to purchase all of the Notes
                               in the event  of a Change  of Control or  that JCC would  be
                               able  to  obtain financing  for  such purposes  on favorable
                               terms, if at all. In addition, the Credit Facility restricts
                               JCC's ability to repurchase the  Notes pursuant to a  Change
                               of Control Offer. Furthermore, a Change of Control under the
                               Indenture   will  result  in  a  default  under  the  Credit
                               Facility. See "Description of the Notes -- Certain Covenants
                               -- Repurchase of the Notes at the Option of the Holder  Upon
                               a Change of Control."
Certain Covenants............  The Indenture will impose certain limitations on the ability
                               of JCC and its subsidiaries to, among other things (i) incur
                               additional   indebtedness;  (ii)  incur   liens;  (iii)  pay
                               dividends or make  certain other  restricted payments;  (iv)
                               consummate  certain  asset  sales;  (v)  enter  into certain
                               transactions with affiliates;  (vi) incur indebtedness  that
                               is  subordinate in right  of payment to  any Senior Debt and
                               senior in  right  of  payment to  the  Notes;  (vii)  impose
                               restrictions on the ability of a subsidiary to pay dividends
                               or make certain payments to JCC;


    
 
                                       6

 
                            
                               (viii)   conduct  business  other  than  the  ownership  and
                               operation of  radio and  television broadcast  stations  and
                               related businesses; (ix) merge or consolidate with any other
                               person  or  (x)  sell, assign,  transfer,  lease,  convey or
                               otherwise dispose of all or substantially all of the  assets
                               of  JCC. With  respect to  an Asset  Sale Offer  (as defined
                               herein), JCC will not be permitted to commence an Asset Sale
                               Offer for the Notes until such  time as an Asset Sale  Offer
                               for  the 9 3/4% Notes (as  defined herein), if required, has
                               been  completed.  See  "Description  of  Notes  --   Certain
                               Covenants."
Use of Proceeds..............  The   net  proceeds  from  the  Offering  will  be  used  in
                               connection with the Pending Transactions; to repay a portion
                               of the outstanding indebtedness  under the Credit  Facility;
                               and for general corporate purposes, including acquisition of
                               other  broadcast  properties  and  the  repayment  of  other
                               indebtedness. See "Use of Proceeds."


 
                      MARKET DATA AND CERTAIN DEFINITIONS
 
    All rankings by revenue  or billings that are  contained in this  Prospectus
are  based on  1995 information contained  in Duncan's Radio  Market Guide (1996
ed.), Duncan's American  Radio (Small  Market Edition  1996), Duncan's  American
Radio  (Spring  1996), Duncan's  Radio  Group Directory  (1996-1997  ed.) and/or
Broadcast Investment Analyst:  Radio '96 Market  Report. Except where  otherwise
specified, all information concerning ratings and audience listening information
is  derived from the Spring 1996 Arbitron Metro Area Ratings Survey (the "Spring
1996 Arbitron") and  the Summer  1996 Arbitron  Metro Area  Ratings Survey  (the
"Summer  1996  Arbitron"). All  Designated  Market Area  ("DMA")  information is
derived from the Nielsen  Station Index, May 1996  ("Nielsen"). The term  "LMAS"
means  local  marketing  agreements  which would  be  considered  time brokerage
agreements for  FCC  purposes. The  term  "JSAS" means  joint  sales  agreements
pursuant  to which a company  sells advertising time on  stations owned by third
parties. A Jacor affiliate  owns a 40% interest  in a limited liability  company
that  purchased the  assets formerly  owned by  Duncan American  Radio, Inc. See
"Transactions."
 
                                       7

                       SUMMARY HISTORICAL FINANCIAL DATA
                             (Dollars in thousands)
 
    The following sets forth summary historical financial data for Jacor for the
three years ended December 31, 1995  and the nine month periods ended  September
30,  1995 and 1996.  The comparability of  the historical consolidated financial
data has  been  significantly impacted  by  acquisitions and  dispositions.  The
information  presented below is qualified in its entirety by, and should be read
in conjunction with, Management's Discussion and Analysis of Financial Condition
and Results  of Operations  and the  Consolidated Financial  Statements and  the
Notes thereto incorporated by reference from the Company's Annual Report on Form
10-K for the year ended December 31, 1995 and the Company's Quarterly Reports on
Form  10-Q for  the quarterly periods  ended March  31, 1996, June  30, 1996 and
September 30, 1996.
 


                                                                                                          PRO FORMA
                                                                                                       COMBINED(1)(2)
                                                                HISTORICAL                          ---------------------
                                        ----------------------------------------------------------    YEAR        NINE
                                                                              NINE MONTHS ENDED       ENDED      MONTHS
                                             YEAR ENDED DECEMBER 31,            SEPTEMBER 30,       DECEMBER      ENDED
                                        ----------------------------------  ----------------------     31,      SEPTEMBER
                                           1993        1994        1995        1995      1996(3)      1995      30, 1996
                                        ----------  ----------  ----------  ----------  ----------  ---------   ---------
                                                                                           
OPERATING STATEMENT DATA:
  Net revenue.........................  $   89,932  $  107,010  $  118,891  $   87,176  $  127,520  $303,469    $240,041
  Broadcast operating expenses........      69,520      80,468      87,290      65,241      91,694   195,744     162,949
  Depreciation and amortization.......      10,223       9,698       9,483       6,783      10,601    46,840      35,239
  Corporate general and administrative
    expenses..........................       3,564       3,361       3,501       2,564       4,080     6,655       5,559
  Operating income....................       6,625      13,483      18,617      12,588      21,145    54,230      36,294
  Net income (loss)...................       1,438       7,852      10,965       7,768       4,737    (8,895)     (4,694)
OTHER FINANCIAL DATA:
  Broadcast cash flow(4)..............  $   20,412  $   26,542  $   31,601  $   21,935  $   35,826  $107,725    $ 77,092
  Broadcast cash flow margin(5).......        22.7%       24.8%       26.6%       25.2%       28.1%     35.5%       32.1%
  EBITDA(4)...........................  $   16,848  $   23,181  $   28,100  $   19,371  $   31,746  $101,070    $ 71,533
  Capital expenditures................       1,495       2,221       4,969       3,664       7,506    19,677      12,436
  Ratio of earnings to fixed
    charges(6)........................        1.9x        6.0x        5.7x        7.1x        2.0x     --          --
PRO FORMA CREDIT RATIOS:(7)
  Cash interest expense...............                                                              $ 56,705
  Ratio of EBITDA to cash interest
    expense...........................                                                                  1.8x
  Ratio of long term debt (net of
    cash) to EBITDA...................                                                                  5.7x

 


                                                AS OF DECEMBER 31,           AS OF SEPTEMBER 30,
                                        ----------------------------------  ----------------------
                                           1993        1994        1995        1995        1996
                                        ----------  ----------  ----------  ----------  ----------
                                                                                           
BALANCE SHEET DATA:
  Working capital.....................  $   38,659  $   44,637  $   24,436  $   20,343  $   84,602
  Intangible assets...................      84,991      89,543     127,158     114,738   1,341,430
  Total assets........................     159,909     173,579     208,839     203,356   1,717,221
  Long-term debt......................      --          --          45,500      33,500     626,250
  LYONs...............................      --          --          --          --         117,090
  Total shareholders' equity..........     140,413     149,044     139,073     141,991     528,255

 
- ------------------------------
(1) The unaudited pro forma combined  statement of operations data for the  year
    ended December 31, 1995 and nine months ended September 30, 1996 give effect
    to  each  of the  following transactions  as if  such transactions  had been
    completed January 1, 1995: (i)  the Citicasters Merger (as defined  herein),
    (ii)  the Noble Acquisition (as defined herein), (iii) Jacor's, Citicasters'
    and Noble  Broadcast Group,  Inc.'s completed  1995 and  January 1996  radio
    station  acquisitions, (iv) Jacor's February 1996 radio station disposition,
    and (v)  the related  financing  transactions completed  in June  1996.  The
    unaudited  pro forma  combined information does  not purport  to present the
    actual results  of  operations of  Jacor  had the  transactions  and  events
    assumed  therein  in  fact  occurred  on  the  dates  specified,  nor  is it
    necessarily indicative of the results of operations that may be achieved  in
    the future.
 
(2)  The unaudited pro forma combined statement  of operations data for the year
    ended December 31, 1995  and nine months ended  September 30, 1996 does  not
    give  effect to the completed acquisitions of WCTQ-FM and WAMR-AM in Venice,
    Florida and  WLAP-AM, WMXL-FM  and  WWYC-FM servicing  Lexington,  Kentucky.
    These  completed acquisitions would increase  net revenue and broadcast cash
    flow by $3,934 and $560, respectively, for the year ended December 31,  1995
    and  by $2,507 and  $643, respectively, for the  nine months ended September
    30, 1996.
 
(3) The  Noble  Acquisition  and the  Citicasters  Merger  significantly  affect
    comparison  of net revenues, operating expenses  and broadcast cash flow for
    the nine months ended  September 1996 as compared  to the nine months  ended
    September 1995.
 
(4)  "Broadcast  cash  flow"  means  operating  income  before  depreciation and
    amortization, and corporate  general and  administrative expenses.  "EBITDA"
    means  operating income before depreciation and amortization. Broadcast cash
    flow and  EBITDA  should  not be  considered  in  isolation from,  or  as  a
    substitute  for,  operating  income,  net  income  or  cash  flow  and other
    consolidated income or cash flow statement data computed in accordance  with
    generally  accepted accounting  principles or  as a  measure of  a company's
    profitability or liquidity. Although these  measures of performance are  not
    calculated in accordance with generally accepted accounting principles, they
    are  widely used in  the broadcasting industry  as a measure  of a company's
    operating performance because they  assist in comparing station  performance
    on  a consistent basis  across companies without  regard to depreciation and
    amortization, which can vary  significantly depending on accounting  methods
    (particularly where acquisitions are involved) or non-operating factors such
    as  historical cost bases.  Broadcast cash flow also  excludes the effect of
    corporate general and administrative expenses, which generally do not relate
    directly to station performance.
 
(5) Broadcast cash flow margin equals broadcast cash flow as a percentage of net
    revenue.
 
(6) The ratio of earnings to fixed charges for the year ended December 31,  1991
    was  1.1x. In 1992,  fixed charges exceeded  earnings by approximately $23.7
    million. For the purpose of computing the ratio of earnings to fixed charges
    as prescribed by the  rules and regulations of  the Securities and  Exchange
    Commission, earnings represent pretax income from continuing operations plus
    fixed  charges, less interest capitalized.  Fixed charges represent interest
    (including amounts capitalized), the portion  of rent expenses deemed to  be
    interest  and amortization of deferred financing costs. On a pro forma basis
    for the year ended December 31, 1995 and the nine months ended September 30,
    1996, the  ratio  of  earnings  to fixed  charges  resulted  in  a  coverage
    deficiency of $5.9 million and $5.7 million, respectively.
 
   
(7)  The pro forma credit ratios reflect the cash and long term debt of Jacor as
    of September 30, 1996 as adjusted to give effect to the Citicasters Put, the
    Offering and  the  application  of  the net  proceeds  therefrom  to  reduce
    outstanding  indebtedness under  the revolving credit  facility component of
    the   Credit   Facility   to   the   extent   permitted   thereunder.    See
    "Capitalization."
    
 
                                       8

                                  RISK FACTORS
 
    IN ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS AND IN THE
DOCUMENTS   INCORPORATED  HEREIN  BY  REFERENCE,  PROSPECTIVE  INVESTORS  SHOULD
CONSIDER CAREFULLY THE  FOLLOWING FACTORS  BEFORE PURCHASING  THE NOTES  OFFERED
HEREBY.
 
   
    PENDING  TRANSACTIONS.  The consummation of each of the Pending Transactions
requires Federal Communications Commission ("FCC") approval with respect to  the
transfer  of the associated broadcast licenses. Jacor  has filed or will file in
the  ordinary  course  applications  seeking   FCC  approval  for  the   Pending
Transactions.   In  addition,  the  consummation   of  certain  of  the  Pending
Transactions is  subject to  the  expiration or  termination of  the  applicable
waiting  periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended  (the  "HSR  Act").  Jacor  recently  received  second  requests  for
information  from  the  Antitrust Division  of  the Department  of  Justice (the
"Antitrust Division") relating to each of the Par Transaction and the Nationwide
Exchange (each as defined  herein) which focus on  Jacor's acquisition of  radio
stations  in San Diego. The applicable waiting period under the HSR Act for each
of the Par Transaction and the Nationwide Exchange will expire 20 days after all
of the  parties in  the  applicable transaction  substantially comply  with  the
second  request relevant to that transaction, unless the parties agree to extend
the waiting period or the Antitrust Division seeks to, and is successful in  its
efforts  to,  enjoin  the  applicable  transaction.  The  parties  have  not yet
completed compliance with the recently-received second requests. There can be no
assurance that (i) the FCC will  approve the transfer of the broadcast  licenses
in  connection with  the Pending  Transactions; (ii)  the FCC  or a  court would
affirm the FCC consent to the Pending Transactions if such review is undertaken;
(iii)  the  HSR  Act  waiting  periods  with  respect  to  the  various  Pending
Transactions  will expire without objections being  raised by either the Federal
Trade Commission ("FTC") or the Antitrust Division that would not be  eliminated
without substantial changes to the terms of the applicable Pending Transactions;
or   (iv)  Jacor  will  be  successful   in  consummating  the  various  Pending
Transactions in a timely manner or on the terms described herein.
    
 
    RISKS OF ACQUISITION STRATEGY.  Jacor  intends to pursue growth through  the
opportunistic  acquisition  of  broadcasting  companies,  radio  station groups,
individual radio stations and  entities that provide  services to radio  station
groups  or individual  radio stations. In  this regard,  Jacor routinely reviews
such  acquisition  opportunities.  Jacor  believes  that  currently  there   are
available  a number of acquisition opportunities  that would be complementary to
its business.  Other  than  with  respect to  the  Pending  Transactions,  Jacor
currently  has no binding commitments to  acquire any specific business or other
material assets. Jacor cannot predict whether it will be successful in  pursuing
such  acquisition opportunities or what the consequences of any such acquisition
would be.
 
   
    The Pending Transactions will  increase Jacor's broadcast station  portfolio
by  40  radio stations.  Jacor's acquisition  strategy involves  numerous risks,
including difficulties  in  the  integration  of  operations  and  systems,  the
diversion  of  management's  attention  from  other  business  concerns  and the
potential loss of key employees of acquired stations. There can be no  assurance
that  Jacor's  management  will  be able  to  manage  effectively  the resulting
business or that such acquisitions will benefit Jacor.
    
 
    In  addition  to  the  expenditure  of  capital  relating  to  the   Pending
Transactions  (see "Use of Proceeds"), future  acquisitions also may involve the
expenditure of significant funds. Depending upon the nature, size and timing  of
future  acquisitions, Jacor may be required to raise additional financing. There
is no assurance  that such additional  financing will be  available to Jacor  on
acceptable terms.
 
    INCREASED ANTITRUST SCRUTINY.  Subsequent to the passage of the Telecom Act,
the radio broadcast industry has been subject to an increased amount of scrutiny
by  the Antitrust Division.  Such scrutiny caused Jacor  to experience delays in
closing both  the Citicasters  Merger and  the Noble  Acquisition and  to  incur
increased  transaction costs.  The Company  could experience  similar delays and
increased costs in connection with future transactions, including one or more of
the Pending Transactions.
 
    The Antitrust Division or the FTC could also compel changes in the  proposed
terms of acquisitions. This is evidenced by Jacor's agreement with the Antitrust
Division  in  connection with  the Citicasters  Merger  pursuant to  which Jacor
agreed to  divest WKRQ-FM  in Cincinnati  by  February 1997  and to  inform  the
Antitrust  Division  of  certain  transactions  in  Cincinnati  that  would  not
otherwise be reportable under the
 
                                       9

   
HSR Act.  Antitrust Division  scrutiny also  resulted in  Jacor terminating  its
agreement  to  finance  the  acquisition of  WGRR-FM  in  Cincinnati  by Tsunami
Communications, Inc., the entity with  whom Jacor has a  JSA for a Denver  radio
station.  Subsequent  to such  termination,  Jacor received  from  the Antitrust
Division a civil investigative demand  relating to the proposed transaction.  In
November 1996, the Antitrust Division suspended Jacor's obligation to respond to
this civil investigative demand.
    
 
   
    In  addition, Jacor has received an industry-wide civil investigative demand
relating to  JSAs pursuant  to which  the Antitrust  Division is  examining  the
antitrust   implications  of  such  arrangements.  Jacor  anticipates  that  the
Antitrust Division's determinations of the permissibility of JSAs will depend on
the specific characteristics  of the markets,  stations and relationships  being
reviewed. Jacor believes that its existing JSAs are appropriate under applicable
antitrust  laws  and that  its JSAs  are not  material to  its business  as such
arrangements only account for approximately  1.0% of Jacor's revenues. Jacor  is
in  the process of responding to the civil investigative demand relating to JSAs
received from the Antitrust Division.
    
 
    Although Jacor does not believe that antitrust considerations will adversely
affect Jacor's  ability to  successfully implement  its business  strategy,  the
effects  of the Antitrust  Division's heightened level of  scrutiny on the radio
broadcast industry and on  Jacor are uncertain. There  can be no assurance  that
these concerns will not negatively impact Jacor.
 
    FCC  REGULATION  OF BROADCASTING  INDUSTRY.   The  broadcasting  industry is
subject to extensive regulation by the  FCC which, among other things,  requires
approval  for  the issuance,  renewal, transfer  and assignment  of broadcasting
station operating licenses, limits the  number of broadcasting properties  Jacor
may acquire and regulates the operations of broadcasting stations. Additionally,
in  certain  circumstances,  the Communications  Act  of 1934,  as  amended (the
"Communications Act"), and FCC rules will operate to impose limitations on alien
ownership and  voting of  the capital  stock of  Jacor. The  FCC is  considering
changes  to  its  rules  in  response to  the  Telecom  Act  and  other industry
developments. There can  be no  assurance that any  such rule  changes will  not
negatively impact Jacor's operations in the future.
 
    The  Company's business will be  dependent upon maintaining its broadcasting
licenses issued by the  FCC, which are  issued currently for  a maximum term  of
five  years  for television  and  seven years  for  radio. The  majority  of the
Company's operating licenses expire at various times in 1996 and 1997.  Although
it  is rare for the FCC to deny a renewal application, there can be no assurance
that the pending or future renewal  applications will be approved, or that  such
renewals  will  not include  conditions or  qualifications that  could adversely
affect the Company's operations. Moreover, governmental regulations and policies
may change over time and there can  be no assurance that such changes would  not
have  a material adverse impact upon the Company's business, financial condition
and results of operations.
 
    COMPETITION; BUSINESS RISKS.  Broadcasting is a highly competitive business.
Jacor's radio  and television  stations compete  for audiences  and  advertising
revenues  with other radio and television stations, as well as with other media,
such as newspapers, magazines, cable television, outdoor advertising and  direct
mail,  within their  respective geographic  areas. Audience  ratings and revenue
shares are subject to change and  any adverse change in a particular  geographic
area could have a material and adverse effect on the revenue of stations located
in that geographic area. Future operations are further subject to many variables
which  could have  an adverse effect  upon Jacor's  financial performance. These
variables include  economic  conditions,  both generally  and  relative  to  the
broadcasting industry; shifts in population and other demographics; the level of
competition  for  advertising  dollars  with  other  radio  stations, television
stations and  other  entertainment  and communications  media;  fluctuations  in
operating  costs;  technological  changes  and  innovations;  changes  in  labor
conditions; and changes in governmental regulations and policies and actions  of
federal  regulatory  bodies.  Although the  Company  believes that  each  of its
stations will be able to compete  effectively in its respective broadcast  area,
there  can be  no assurance that  any such station  will be able  to maintain or
increase its current audience ratings and advertising revenues.
 
    SUBSTANTIAL  LEVERAGE  AND  LIMITED  FINANCIAL  FLEXIBILITY.    The  Pending
Transactions  and this Offering may result in a higher level of indebtedness for
the Company.  The  Company's outstanding  indebtedness  may have  the  following
important consequences: (i) significant interest expense and principal repayment
obligations  resulting  in substantial  annual  fixed charges;  (ii) significant
limitations on the Company's  ability to obtain  additional debt financing;  and
(iii)   increased  vulnerability  to  adverse   general  economic  and  industry
 
                                       10

conditions.  In  addition,  the  Credit  Facility  has  a  number  of  financial
covenants,  including  interest coverage,  debt service  coverage and  a maximum
ratio of debt to  earnings before other  expenses (income), interest,  expenses,
taxes, depreciation and amortization.
 
    SHARE OWNERSHIP BY ZELL/CHILMARK.  Zell/Chilmark Fund L.P. ("Zell/Chilmark")
currently  holds approximately 42.7% of the  outstanding Common Stock. The large
share ownership of  Zell/Chilmark may  have the effect  of discouraging  certain
types  of transactions  involving an  actual or  potential change  of control of
Jacor, including  transactions  in  which  the holders  of  Common  Stock  might
otherwise receive a premium for their shares over then-current market prices.
 
    By  virtue of its  current control of Jacor,  Zell/Chilmark could sell large
amounts of Common Stock by causing  Jacor to file a registration statement  with
respect  to  such stock.  In addition,  Zell/Chilmark could  sell its  shares of
Common Stock without registration pursuant to Rule 144 under the Securities  Act
of  1933, as amended (the "Securities Act").  Jacor can make no prediction as to
the effect, if any, that such sales of shares of Common Stock would have on  the
prevailing  market price. Sales  of substantial amounts of  Common Stock, or the
availability of such shares for  sale, could adversely affect prevailing  market
prices.  Sales or  transfers of  Common Stock  by Zell/Chilmark  could result in
another person or entity becoming the controlling shareholder of Jacor.
 
    KEY PERSONNEL.    Jacor's business  is  dependent upon  the  performance  of
certain  key employees, including its Chief Executive Officer and its President.
Jacor employs several on-air personalities  with significant loyal audiences  in
their   respective  broadcast  areas.  Jacor  generally  enters  into  long-term
employment agreements with  its key on-air  talent to protect  its interests  in
those  relationships,  but  there  can  be no  assurance  that  all  such on-air
personalities will remain with Jacor.
 
    FORWARD-LOOKING STATEMENTS.  This Prospectus  sets forth or incorporates  by
reference  forward-looking statements within  the meaning of  Section 27A of the
Securities Act. Discussions  containing such forward-looking  statements may  be
found  in the  material set  forth under  "Summary" and  "Business," as  well as
within the Prospectus generally. In addition, when used in this Prospectus,  the
words  "believes," "anticipates," "expects" and similar expressions are intended
to identify forward-looking statements. Such statements are subject to a  number
of risks and uncertainties. Actual results in the future could differ materially
from  those described in the forward-looking statements  as a result of the risk
factors set forth above and the  matters set forth or incorporated by  reference
in this Prospectus generally. Jacor undertakes no obligation to publicly release
the result of any revisions to these forward-looking statements that may be made
to  reflect  any  future events  or  circumstances. Jacor  cautions  the reader,
however, that this list of risk factors may not be exhaustive.
 
                                       11

                                  TRANSACTIONS
 
    RECENTLY COMPLETED ACQUISITIONS AND DISPOSITIONS
 
    In February 1996,  Jacor entered  into an agreement  to acquire  Citicasters
through  a merger of Citicasters  with and into a  wholly owned Jacor subsidiary
(the "Citicasters Merger"). Citicasters owned and/or operated 19 radio stations,
located  in  Atlanta,  Phoenix,   Tampa,  Portland,  Kansas  City,   Cincinnati,
Sacramento,  Columbus and two television stations,  one located in Tampa and one
in  Cincinnati.  The  Citicasters  Merger  enhanced  Jacor's  existing   station
portfolios  in  Atlanta, Tampa  and Cincinnati  and  created new  multiple radio
station platforms in  Phoenix, Portland, Kansas  City, Sacramento and  Columbus.
Jacor  consummated the Citicasters  Merger in September  1996 for an approximate
aggregate  value  of  $847.3  million,  which  included  the  purchase  of   all
outstanding  shares of Citicasters  common stock, the  assumption of Citicasters
outstanding indebtedness and the issuance  of warrants to purchase an  aggregate
of  4,400,000 shares  of Common Stock  at an  exercise price of  $28.00 per full
share (the "Citicasters Warrants"). In order to complete the Citicasters Merger,
Jacor agreed with  the Antitrust  Division to  divest WKRQ-FM  in Cincinnati  no
later than February 1997.
 
    Also,  in February  1996, Jacor entered  into an agreement  to acquire Noble
Broadcast Group, Inc. ("Noble"), which owned ten radio stations serving  Denver,
St.  Louis and Toledo, and the right to  provide programming to and sell the air
time for one AM  and one FM  station serving the San  Diego broadcast area  (the
"Noble  Acquisition"). The Noble Acquisition enhanced Jacor's existing portfolio
in Denver where it now owns eight stations, in addition to creating new multiple
station  platforms  in  St.  Louis  and  Toledo.  Jacor  consummated  the  Noble
Acquisition  in July 1996 for an aggregate consideration of approximately $152.0
million in cash.
 
    In February 1996, Jacor  sold the business and  certain operating assets  of
radio  stations WMYU-FM and  WWST-FM in Knoxville.  Jacor received approximately
$6.5 million in  cash for  this sale, generating  a gain  of approximately  $2.5
million.  In March  1996, Jacor entered  into an  agreement for the  sale of the
assets of WBRD-AM in Tampa for approximately  $0.5 million in cash. The sale  of
WBRD-AM was completed in June 1996.
 
    In  March 1996, Jacor entered into an  agreement to acquire the FCC licenses
of WCTQ-FM and WAMR-AM  in Venice, Florida and  to purchase certain real  estate
and  transmission facilities  necessary to operate  the stations.  In June 1996,
Jacor consummated this acquisition  for a purchase  price of approximately  $4.4
million.
 
    In June 1996, Jacor entered into an agreement to acquire the FCC licenses of
WLAP-AM,  WMXL-FM and WWYC-FM servicing Lexington, Kentucky and to purchase real
estate and transmission facilities necessary to operate the stations. In  August
1996,  Jacor consummated this acquisition for  a purchase price of approximately
$14.0 million.
 
    Also, in June 1996,  Jacor agreed to finance  the purchase by Critical  Mass
Media,  Inc.  ("CMM") of  a 40%  interest  in a  newly formed  limited liability
company that agreed  to purchase for  approximately $0.5 million  the assets  of
Duncan  American Radio,  Inc. CMM is  a marketing research  and radio consulting
business which  is owned  by a  limited partnership  of which  Jacor is  the  5%
general  partner and  a corporation  wholly owned  by Randy  Michaels, the Chief
Executive Officer of  Jacor, is the  95% limited partner.  This transaction  was
completed by Jacor in June 1996.
 
   
    In  September 1996, Jacor entered into a binding agreement with a subsidiary
of Gannett  Co.,  Inc.  ("Gannett")  to effect  an  exchange  of  Jacor's  Tampa
television  station, WTSP-TV, acquired  by Jacor in  the Citicasters Merger, for
six of  Gannett's radio  stations (the  "Gannett Exchange").  In December  1996,
Jacor  and Gannett consummated  the Gannett Exchange subject  only to a possible
unwinding of the transaction in the event  a final order from the FCC cannot  be
obtained.  The stations Jacor  acquired are KIIS-FM and  KIIS-AM in Los Angeles,
KSDO-AM and KKBH-FM in San Diego and WUSA-FM and WDAE-AM in Tampa-St. Petersburg
(the "Selected  Gannett Radio  Stations"). The  Company will  rename WUSA-FM  to
WUKS-FM  as  Gannett retained  the WUSA-FM  call  letters. The  Gannett Exchange
enhanced Jacor's existing station portfolios in San Diego and Tampa and  created
a new multiple radio station platform in the
    
 
                                       12

   
Los  Angeles  broadcast area.  In  connection with  the  closing of  the Gannett
Exchange, Jacor and Gannett agreed that they will value the exchanged assets  at
$170.0   million  for  tax  purposes.   Jacor  believes  that  this  transaction
constituted a tax-free like-kind exchange.
    
 
    PENDING TRANSACTIONS
 
    In May  1996, Jacor  entered  into an  agreement  with Enterprise  Media  of
Toledo,  L.P. to acquire the FCC licenses of WIOT-FM and WCWA-AM in Toledo, Ohio
and to purchase real estate and transmission facilities necessary to operate the
stations. The purchase price  for the assets is  $13.0 million which amount  has
been  placed in escrow pending the closing of the transaction. Jacor has entered
into an LMA with respect to these stations. These stations will enhance  Jacor's
existing radio station portfolio in the Toledo broadcast area.
 
    In  July 1996, Jacor entered into an agreement with New Wave Communications,
L.P. and New  Wave Broadcasting, Inc.  to acquire the  FCC licenses of  WSPB-AM,
WSRZ-FM  and WYNF-FM in Sarasota, Florida and to purchase leasehold interests in
real estate and transmission facilities  necessary to operate the stations.  The
purchase  price for the assets  is $12.5 million, subject  to a maximum purchase
price of $15.0 million based upon the timing of the closing.
 
   
    In August  1996,  Jacor  entered  into  agreements  with  Sarasota-Charlotte
Broadcasting  Corporation to acquire  certain assets, a  construction permit and
related real  estate for  radio station  WEDD-FM in  Englewood, Florida  for  an
aggregate of $0.8 million.
    
 
   
    In  October  1996, Jacor  entered into  a  definitive merger  agreement with
Regent Communications, Inc. ("Regent") whereby  Regent will merge with and  into
Jacor  (the  "Regent  Merger"). Regent  owns,  operates or  represents  20 radio
stations located  in Kansas  City, Salt  Lake City,  Las Vegas,  Louisville  and
Charleston,  South Carolina. Of these 20 stations, Regent currently is operating
under an LMA with  respect to two  such stations subject  to Regent's option  to
purchase  such stations and Regent is  representing two such stations under JSAs
and has a definitive  merger agreement to acquire  another such station.  Regent
entered  into  an  LMA  with  Jacor such  that  Jacor  commenced  the activities
contemplated by the LMA with regard to  the Regent stations on December 1,  1996
and  Regent assigned to Jacor its existing LMAs and JSAs. In addition, the owner
of the  station which  Regent is  to  acquire pursuant  to a  definitive  merger
agreement entered into an LMA with Jacor that became effective December 1, 1996.
The Regent Merger will enhance Jacor's existing station portfolio in Kansas City
and  will create  new multiple station  platforms in the  attractive high growth
Salt Lake City  and Las Vegas  broadcast areas. The  merger consideration to  be
paid  by Jacor  to the  Regent stockholders consists  of 3.55  million shares of
Common Stock  (subject  to  adjustment  pursuant to  the  terms  of  the  merger
agreement),  warrants to acquire an aggregate  of 500,000 shares of Common Stock
at an exercise price of  $40 per full share (the  "Regent Warrants"), and up  to
$64.0  million in cash to  be used to repay  outstanding Regent indebtedness. In
the event  that the  value of  the Common  Stock to  be received  by the  Regent
stockholders  is less than $116.0 million, at Jacor's option: (a) Jacor may make
up the difference by the delivery of additional shares of Common Stock; (b)  pay
the  difference in cash; or (c) pay all of the merger consideration in cash. The
HSR Act waiting period with respect to the Regent Merger expired on November 22,
1996.
    
 
   
    In October  1996,  Jacor  also  entered into  binding  agreements  with  Par
Broadcasting Company, Inc. and Par Broadcasting Company (collectively, "Par") to
purchase  four  radio  stations  in San  Diego,  KOGO-AM,  KCBQ-AM,  KIOZ-FM and
KKLQ-FM,  for  $72.0  million   in  cash  (the   "Par  Transaction")  and   with
Entertainment  Communications, Inc. ("Entercom")  to sell two  radio stations in
Sacramento, KSEG-FM  and  KRXQ-FM, for  $45.0  million in  cash  (the  "Entercom
Transaction"). Although these transactions are not directly contingent upon each
other,  Jacor anticipates  that these transactions  will occur in  a manner that
permits the transactions to be treated as a tax-free like-kind exchange. The HSR
Act waiting period with respect to the Entercom Transaction expired on  December
1,  1996. Jacor has  entered into an  LMA with Entercom  such that Entercom will
commence the activities contemplated  by the LMA with  regard to the  Sacramento
stations  on January 1, 1997.  Par has entered into an  LMA with Jacor such that
Jacor will commence the  activities contemplated by the  LMA with regard to  the
San  Diego stations upon the expiration or termination of the applicable waiting
period under the HSR Act. See "Risk Factors -- Pending Transactions."
    
 
                                       13

   
    In October  1996, Jacor  entered into  a binding  agreement with  Nationwide
Communications,  Inc. ("Nationwide") whereby  Jacor will exchange  the assets of
its two  radio stations  in Phoenix,  KSLX-AM  and KSLX-FM,  for the  assets  of
Nationwide's   two  radio  stations  in  San  Diego,  KGB-FM  and  KPOP-AM  (the
"Nationwide Exchange").  The assets  to be  exchanged are  valued by  Jacor  and
Nationwide   at  approximately  $45.0  million.   Jacor  anticipates  that  this
transaction will constitute a tax-free  like-kind exchange. This transaction  is
contingent  upon the  successful closing  of Nationwide's  agreement to purchase
KGB-FM and KPOP-AM from  KGB, Inc. Nationwide has  assigned to Jacor its  rights
under  an  LMA with  KGB,  Inc. such  that  Jacor will  commence  the activities
contemplated by  the  LMA  with  regard  to the  San  Diego  stations  upon  the
expiration  or termination of  the applicable waiting period  under the HSR Act.
Jacor has entered into an LMA with Nationwide such that Nationwide will commence
the activities contemplated by the LMA with regard to the Phoenix stations  upon
the  expiration or  termination of the  applicable waiting period  under the HSR
Act. In connection with entering into the agreements with Nationwide, Jacor also
announced that it  intends to sell  KCBQ-AM in San  Diego, upon its  acquisition
from  Par, to EXCL  Communications, Inc. ("EXCL"). No  binding agreement has yet
been entered  into with  EXCL.  Together, the  Par Transaction,  the  Nationwide
Exchange  and the  contemplated sale  of KCBQ-AM  will enhance  Jacor's existing
radio station portfolio in San Diego, where Jacor will then own eight  stations.
See "Risk Factors -- Pending Transactions."
    
 
    In  October 1996, Jacor entered into  three separate binding agreements with
three unaffiliated radio broadcast companies whereby Jacor will acquire the  FCC
licenses and assets of a total of nine radio stations. These agreements are with
Palmer  Broadcasting Limited  Partnership to acquire  WHO-AM and  KLYF-FM in Des
Moines and WMT-AM  and WMT-FM  in Cedar  Rapids for  a purchase  price of  $52.5
million  in cash (the  "Palmer Transaction"); with Clear  Channel Radio, Inc. to
purchase KTWO-AM, KMGW-FM and the Wyoming Radio Network, in Casper, Wyoming  for
a  purchase price  of $1.9  million in cash;  and with  Colfax Communications to
acquire KIDO-AM and KLTB-FM in Boise, Idaho and KARO-FM in Caldwell, Idaho for a
purchase price of $11.0 million in cash. Jacor received early termination of the
HSR Act waiting period  with respect to the  Palmer Transaction on November  18,
1996.
 
   
    In  November  1996, Jacor  entered into  a  binding agreement  with Stanford
Capital Communications,  Inc.  ("Stanford")  to acquire  the  FCC  licenses  and
operating  assets of radio  stations WKQQ-FM in  Lexington, Kentucky and WXZZ-FM
and WTKT-AM in Georgetown, Kentucky  (the "Stanford Transaction"). The  purchase
price  for the assets is  $24.0 million in cash, of  which $1.2 million has been
placed in escrow pending the closing of the transaction. In addition, Jacor  was
assigned an option to purchase certain real estate for $0.1 million in cash. The
Stanford  Transaction is  contingent upon  the successful  closing of Stanford's
agreement to purchase WKQQ-FM, WXZZ-FM and WTKT-AM from Village  Communications,
Inc.  ("Village"). Stanford has assigned  to Jacor its rights  under an LMA with
Village such that  Jacor will commence  the activities contemplated  by the  LMA
upon  the expiration or  termination of the applicable  waiting period under the
HSR Act.
    
 
   
    In December 1996, Jacor entered  into four separate binding agreements  with
unaffiliated parties whereby Jacor will acquire the FCC licenses and assets of a
total  of  six  radio stations.  Jacor  will  acquire (i)  WAHC-FM,  licensed to
Circleville, Ohio, and WAKS-FM,  licensed to Marysville,  Ohio, from Tel  Lease,
Inc.;  (ii) KGLL-FM in Greeley,  Colorado from Duchossois Communications Company
of Colorado, Inc. (the "Duchossois  Transaction"); (iii) KCOL-AM and KPAW-FM  in
Fort   Collins,  Colorado  from  University   Broadcasting  Company,  L.P.  (the
"University Transaction"); and  (iv) WJCM-AM  in Sebring,  Florida from  Rumbuat
Management,  Inc.  Jacor does  not currently  intend  to continue  operating the
Florida radio station. The aggregate purchase  price for the six radio  stations
is  approximately $15.7  million, of which  approximately $4.0  million has been
placed in escrow pending the closing of the transactions. The closing of each of
the Duchossois Transaction and the University Transaction is contingent upon the
closing of the other  of such two  transactions. Jacor has  entered into an  LMA
with  Tel Lease, Inc.  such that Jacor commenced  the activities contemplated by
the LMA with regard to WAHC-FM and WAKS-FM on December 7, 1996.
    
 
   
    All of the Pending Transactions are subject to various conditions, including
approval by  the FCC.  The  Par Transaction,  the  Nationwide Exchange  and  the
Stanford  Transaction are  further subject to  termination or  expiration of the
applicable waiting  periods under  the HSR  Act. See  "Risk Factors  --  Pending
Transactions" and "-- Increased Antitrust Scrutiny."
    
 
                                       14

                                USE OF PROCEEDS
 
   
    The  net  proceeds  (after  deducting  estimated  expenses  and underwriting
discounts and commissions) to JCC from the sale of the Notes offered hereby  are
estimated  to be $144.8 million. Jacor intends  to use the net proceeds from the
Offering  (i)  to  finance   the  remaining  purchase   price  of  the   Pending
Transactions;  (ii) to repay a portion of the outstanding indebtedness under the
Credit Facility; and (iii) for general corporate purposes, including acquisition
of other broadcast properties and repayment of other indebtedness.
    
 
   
    In June 1996, Jacor entered into  a credit facility (the "Credit  Facility")
with  certain  banks  and  other  financial  institutions.  The  Credit Facility
provides availability of  $600.0 million  of loans  in three  components: (i)  a
revolving  credit facility  of up to  $200.0 million  with mandatory semi-annual
commitment reductions beginning  March 18,  1999 and  a final  maturity date  of
September  18,  2003;  (ii)  a  term  loan  of  $300.0  million  with  scheduled
semi-annual reductions beginning  March 18, 1998  and a final  maturity date  of
September  18, 2003;  and (iii)  a tranche  B term  loan of  $100.0 million with
scheduled semi-annual reductions beginning March  18, 1999 and a final  maturity
date of September 18, 2004.
    
 
    The  Credit Facility bears  interest at a  rate that fluctuates  with a bank
base rate and/or the  Eurodollar rate per  annum, and at  October 31, 1996  this
rate was 7.73%. Jacor borrowed monies under the Credit Facility to (i) finance a
portion  of the cash consideration paid in the Citicasters Merger, and (ii) fund
$100 million of the repurchase price of the 9 3/4% Senior Subordinated Notes due
2004 issued by JCC  (the "9 3/4% Notes").  The Citicasters Merger constituted  a
change in control for the purposes of the indenture under which the 9 3/4% Notes
were  issued and Jacor was required to make an offer to repurchase such notes at
101% of  their aggregate  principal amount.  The holders  of $106.9  million  in
principal  amount of  the 9  3/4% Notes  elected in  October 1996  to sell their
9 3/4% Notes to Jacor pursuant to Jacor's repurchase offer.
 
   
    In November 1996, Jacor entered into discussions to expand the  availability
under  the Credit Facility  from up to  $600.0 million to  up to $750.0 million,
among other things. Jacor is discussing with the lenders that the components  of
the  increased Credit  Facility consist  of a  revolving credit  faciity with an
availability of up  to $450.0  million, a $200.0  million seven-year  amortizing
term  loan and a $100.0 million up to eight-year amortizing term loan. There can
be no  assurance  that  the  availability under  the  Credit  Facility  will  be
increased  or  that  the components  of  the  Credit Facility  will  be revised.
Consummation of the Offering is not subject  to an expansion or revision of  the
Credit Facility or consummation of any of the Pending Transactions.
    
 
                                       15

                                 CAPITALIZATION
 
   
    The  following sets forth the capitalization of  Jacor on an actual basis as
of September 30, 1996 and as adjusted to give effect to the Citicasters Put  (as
defined below), the Offering and the application of the net proceeds therefrom.
    
 
   


                                                                                         AS OF SEPTEMBER 30, 1996
                                                                                        --------------------------
                                                                                                      PRO FORMA AS
                                                                                           ACTUAL       ADJUSTED
                                                                                        ------------  ------------
                                                                                          (DOLLARS IN THOUSANDS)
                                                                                                
Cash(1)...............................................................................  $     52,821  $     88,000
                                                                                        ------------  ------------
                                                                                        ------------  ------------
Long-term debt, including current portion:(2)
    Credit Facility(1)(3).............................................................  $    400,000  $    400,000
      % Senior Subordinated Notes due 2006............................................       --            150,000
    10 1/8% Senior Subordinated Notes due 2006........................................       100,000       100,000
    9 3/4% Senior Subordinated Notes due 2004(3)......................................       125,000        18,125
    Liquid Yield Option Notes due 2011(4).............................................       117,090       117,090
                                                                                        ------------  ------------
        Total long-term debt..........................................................       742,090       785,215
                                                                                        ------------  ------------
Shareholders' equity:
    Common Stock, $.01 par value(5)...................................................           312           312
    Additional paid-in capital........................................................       430,307       430,307
    Citicasters Warrants..............................................................        72,644        72,644
    Retained earnings.................................................................        24,992        24,992
                                                                                        ------------  ------------
        Total shareholders' equity....................................................       528,255       528,255
                                                                                        ------------  ------------
Total capitalization..................................................................  $  1,270,345  $  1,313,470
                                                                                        ------------  ------------
                                                                                        ------------  ------------

    
 
- ------------------------------
   
(1)  Jacor  has  entered  into  discussions to  revise  its  Credit  Facility to
     increase the revolving credit  facility component to  up to $450.0  million
     and to decrease the term loan facility components to an aggregate of $300.0
     million.  Jacor  believes such  revision,  if finalized,  would  permit the
     Company to utilize excess cash to reduce outstanding indebtedness under the
     Credit Facility  by repaying  indebtedness  under the  increased  revolving
     credit facility without creating a permanent reduction in availability. Pro
     forma indebtedness reflecting the proposed revisions to the Credit Facility
     would  result in borrowings under the Credit Facility of $342.0 million and
     total long-term debt of $702.2 million.
    
 
(2)  See Notes 4  and 5 of  Notes to Jacor's  consolidated financial  statements
     which are incorporated herein by reference from Jacor's Quarterly Report on
     Form  10-Q  for  the  quarter  ended  September  30,  1996  for  additional
     information regarding the components and terms of Jacor's long-term debt.
 
(3)  As a  result of  a change  of control  covenant in  the 9  3/4% Notes,  the
     holders  thereof,  upon consummation  of  the Citicasters  Merger,  had the
     option to require  Jacor to  repurchase the  9 3/4%  Notes at  101% of  the
     principal  amount  thereof.  Upon  such repurchase  offer,  the  holders of
     approximately $106.9  million of  9  3/4% Notes  exercised such  option  on
     October  18, 1996 (the "Citicasters Put").  Jacor funded such purchase with
     excess cash and $100.0  million of additional  borrowings under the  Credit
     Facility.
 
(4)  The  LYONs are convertible at any time  on or prior to maturity into Common
     Stock at  a  conversion  rate  of  13.412 shares  per  LYON,  and  are  not
     redeemable  by Jacor prior  to June 12,  2001 and are  subject to mandatory
     redemption at the option of the holders on June 12, 2001 and June 12, 2006.
     No cash interest  or similar  payment is  required in  connection with  the
     LYONs.  The LYONs are obligations of  Jacor Communications, Inc. but not of
     JCC. See "Description of Other Indebtedness -- The LYONs".
 
(5)  Excludes  (i)  options   outstanding  on  the   date  hereof  to   purchase
     approximately  2,030,000  shares  of  Common Stock  at  a  weighted average
     exercise price of $11.84, which options have been granted to (a)  employees
     under Jacor's 1993 Stock Option Plan and 1995 Employee Stock Purchase Plan,
     and  (b)  Jacor's non-employee  directors,  (ii) the  Citicasters Warrants,
     (iii) the  Regent  Warrants, (iv)  units  granted to  Jacor's  non-employee
     directors  in July 1996  to acquire 14,960  shares of Common  Stock and (v)
     units granted  to certain  Jacor  executive officers  in November  1996  to
     acquire 22,488 shares of Common Stock.
 
                                       16

                                    BUSINESS
 
GENERAL
 
   
    Jacor,  upon consummation  of the Pending  Transactions, will  be the second
largest radio group  in the nation  as measured  by gross revenue  and will  own
and/or  operate 101  radio stations and  one television station  in 24 broadcast
areas across the United States. Jacor's  strategic objective is to be a  leading
radio  broadcaster by operating multiple radio  station platforms in each of its
broadcast areas. The Company's broadcast areas are among the most attractive  in
the  country, demonstrating, as a  group, radio revenue growth  in excess of the
radio industry average over the last five years. In 1995, the Company would have
been the top billing radio group in 15 of its 24 broadcast areas and would  have
had  net revenue and broadcast  cash flow of $383.9  million and $121.9 million,
respectively.
    
 
   
    Jacor's principal  executive  offices  are currently  located  at  1300  PNC
Center,  201 East Fifth Street, Cincinnati,  Ohio 45202 and its telephone number
is (513)  621-1300. By  December 31,  1996, Jacor  will relocate  its  principal
executive  offices to  50 East  River Center  Boulevard, 12th  Floor, Covington,
Kentucky 41011 and its telephone number will be (606) 655-2267.
    
 
    The following table sets forth certain information regarding the Company and
its broadcast areas:
 
   


                                  COMPANY DATA                     BROADCAST AREA DATA
                      ------------------------------------  ----------------------------------
                       1995      RADIO                                      1995     1990-1995
                       RADIO    AUDIENCE  NO. OF STATIONS       1995        RADIO     REVENUE
                      REVENUE    SHARE    ----------------    ARBITRON     REVENUE     CAGR
BROADCAST AREA         RANK        %       AM    FM    TV       RANK        RANK         %
- --------------------  -------   -------   ----  ----  ----  ------------   -------   ---------
                                                             
Los Angeles.........       5       3.4      1     1   --              2         1        3.6
Atlanta.............       1      15.2      1     3   --             12        10        9.2
San Diego(1)(2).....       1      20.9      3     5   --             15        16        5.5
St. Louis...........       5       9.4      1     2   --             17        18        4.5
Tampa...............       1      33.3      2     5   --             21        21        6.2
Denver(3)...........       1      33.1      4     4   --             23        14        8.6
Portland............       1      18.4      1     2   --             24        23        8.4
Cincinnati(2)(3)....       1      32.4      2     3     1            25        20        7.4
Kansas City.........       1      21.5      1     3   --             26        32        4.3
Columbus............       1      24.7      2     5   --             32        28        6.7
Salt Lake City(3)...       1      21.7      1     4   --             35        33        9.3
Las Vegas...........       1      22.1    --      4   --             48        42       11.8
Louisville..........       2      20.9      1     4   --             49        45        5.8
Jacksonville........       2      22.8      2     3   --             53        46        7.9
Toledo..............       1      35.8      2     3   --             75        74        5.6
Sarasota/Bradenton...      1      10.4      1     2   --             79       176        N/A
Charleston..........       2      13.5    --      2   --             87        90        4.8
Des Moines..........       1      19.9      1     1   --             89        69        8.4
Lexington...........       1      39.2      2     4   --            105        79        6.4
Boise...............       2      17.6      1     2   --            130       104        9.5
Cedar Rapids........       1      25.3      1     1   --            197       127        4.9
Casper..............       3      21.0      1     1   --            263       249        N/A
Fort
Collins/Greeley(4)...    N/A       N/A      1     2   --            N/A       N/A        N/A
Venice/Englewood(4)...    N/A      N/A      1     2   --            N/A       N/A        N/A

    
 
- ------------------------
 
   
(1) Excludes two  radio stations  located in  Baja California,  Mexico on  which
    Jacor  provides programming  to and  sells air  time for  under an exclusive
    sales agency agreement.
    
 
(2) Excludes KCBQ-AM in  San Diego and WKRQ-FM  in Cincinnati which the  Company
    will divest (see "Transactions").
 
(3)  Excludes  one  station in  Denver,  three  stations in  Cincinnati  and two
    stations in  Salt  Lake  City  on  which the  Company  sells  or  will  sell
    advertising  time pursuant to joint sales agreements (see "Business -- Radio
    Station Overview").
 
   
(4) The Fort Collins/Greeley  and Venice/Englewood broadcast  areas do not  have
    Arbitron ranks.
    
 
                                       17

BUSINESS STRATEGY
 
    Jacor's  strategic objective is to be a leading radio broadcaster in each of
its broadcast areas. Jacor intends to acquire individual radio stations or radio
groups that strengthen its  strategic position and  that maximize the  operating
performance of its broadcast properties. Specifically, Jacor's business strategy
centers upon:
 
    REVENUE  LEADERSHIP.  Jacor strives to maximize the audience ratings in each
of its  broadcast areas  in order  to capture  the largest  share of  the  radio
advertising  revenue  and  attract advertising  away  from other  media  in that
broadcast area. Jacor focuses  on those locations where  it believes it has  the
potential  to be a leading radio group.  By operating multiple radio stations in
its broadcast  areas, Jacor  is able  to operate  its stations  at lower  costs,
supply more diverse programming and provide advertisers with the greatest access
to targeted demographic groups.
 
    ACQUISITION  AND DEVELOPMENT  OF BROADCAST PROPERTIES.   Jacor's acquisition
strategy focuses on acquiring both  developed, cash flow producing stations  and
underdeveloped "stick" properties (i.e., stations with insignificant ratings and
little  or  no  positive  broadcast  cash  flow)  that  complement  its existing
portfolio and strengthen its overall strategic position. Jacor has been able  to
improve  the ratings of "stick" properties  with increased marketing and focused
programming that complements its  existing radio station formats.  Additionally,
Jacor  increases the revenues and cash flow of "stick" properties by encouraging
advertisers to buy advertising in a package with its more established  stations.
The  Company may enter  new locations through acquisitions  of radio groups that
have multiple station ownership in their respective broadcast areas. The Company
may also seek to acquire individual  stations in new locations that it  believes
are  fragmented  and where  a revenue-leading  position  can be  created through
additional acquisitions.  The Company  may  exit locations  it views  as  having
limited strategic appeal by selling or exchanging existing stations for stations
in other locations where the Company operates, or for stations in new locations.
 
   
    Additionally, the Company may enter new locations situated near Jacor's core
broadcast areas. The Company believes that it will be able to leverage the costs
associated  with the delivery of high  quality, high cast programming of topical
interest throughout  these geographical  regions,  which programming  would  not
otherwise be economically viable in such smaller broadcast areas. Utilizing this
strategy,  Jacor has recently entered into  agreements or closed transactions to
acquire  radio  stations  in  Venice/Englewood,  Florida;  Lexington,  Kentucky;
Sarasota/Bradenton,   Florida;  Casper,   Wyoming;  and   Fort  Collins/Greeley,
Colorado.
    
 
    DIVERSE FORMAT  EXPERTISE.    Jacor  management  has  developed  programming
expertise over a broad range of radio formats. This management expertise enables
Jacor to specifically tailor the programming of each station in a broadcast area
in  order  to  maximize  Jacor's  overall  strategic  position.  Jacor  utilizes
sophisticated  research  techniques  to   identify  opportunities  within   each
broadcast  area  and programs  its stations  to provide  complete coverage  of a
demographic or  format  type.  This  strategy allows  Jacor  to  deliver  highly
effective  access to a target demographic and  to capture a higher percentage of
advertising revenues.
 
    DISTINCT STATION  PERSONALITIES.   Jacor  engages in  a number  of  creative
programming  and  promotional efforts  designed to  create listener  loyalty and
station brand awareness. Through these efforts, management seeks to cultivate  a
distinct  personality for each station based  upon the unique characteristics of
each broadcast area. Jacor  hires dynamic on-air  personalities for key  morning
and afternoon "drive times" and provides comprehensive news, traffic and weather
reports  to  create  active  listening  by  the  audience.  This  commitment  to
"foreground" or "high impact" programming has successfully generated significant
audience share.
 
    One of the methods Jacor utilizes to develop the personality of its AM radio
stations  is   by  broadcasting   professional  sporting   events  and   related
programming.  Currently, Jacor has the broadcast rights for the Cincinnati Reds,
Cincinnati  Bengals,  Colorado  Rockies,  Denver  Broncos,  Los  Angeles  Kings,
Portland  Trail Blazers and San Diego  Chargers. Sports broadcasting serves as a
key "magnet" for attracting audiences to a station and then introducing them  to
other  programming features, such as local and national news, entertaining talk,
and weather and traffic reports.
 
    STRONG AM STATIONS.  Jacor is  an industry leader in successfully  operating
AM  stations. While  many radio  groups primarily  utilize network  or simulcast
programming on their AM stations, Jacor also develops
 
                                       18

unique programming for  its AM  stations to  build strong  listener loyalty  and
awareness. Utilizing this operating focus and expertise, Jacor has developed its
AM  stations in Denver and Cincinnati into the revenue and ratings leaders among
both AM and FM stations in their respective broadcast areas. Jacor's targeted AM
programming adds to Jacor's ability to increase its revenues and results in more
complete coverage of the listener base.
 
    Although the cost structure of a large-scale AM station generally results in
lower operating margins than  typical music-based FM  stations, the majority  of
Jacor's  AM  stations  generate  substantial  levels  of  broadcast  cash  flow.
Historically, most other radio broadcast companies have not focused on their  AM
operations  to the same extent as Jacor. Accordingly, most of the AM stations to
be acquired  meaningfully  underperform  Jacor's  AM  stations,  and  management
believes  such stations have  the potential to  generate significant incremental
cash flow.
 
    POWERFUL BROADCAST SIGNALS.   A station's ability  to maintain a  leadership
position  depends in part upon the strength of its broadcasting delivery system.
A powerful  broadcast  signal  enhances  delivery  range  and  clarity,  thereby
influencing   listener  preference  and  loyalty.   Many  of  Jacor's  stations'
broadcasting signals are among the strongest in their respective broadcast areas
reinforcing its leadership position. Jacor opportunistically upgrades the  power
and  quality of the signals of  stations it acquires. Following the consummation
of the Pending Transactions, Jacor expects that relatively inexpensive technical
upgrades in  certain  broadcast areas  will  provide for  significantly  greater
signal presence.
 
RADIO STATION OVERVIEW
 
   
    The  following table sets forth certain  information regarding the 101 radio
stations that will be  owned and/or operated by  the Company upon completion  of
the Pending Transactions.
    
 
   


                                                                                                   TARGET
                        PENDING      1995 COMBINED                                               DEMOGRAPHIC
BROADCAST AREA/       ACQUISITION    RADIO REVENUE                                  TARGET        SHARE %/
STATION                   (P)             RANK                 FORMAT             DEMOGRAPHIC       RANK
- -------------------  --------------  --------------  --------------------------  -------------  -------------
                                                                                 
LOS ANGELES                                5
  KIIS-FM                                            Contemporary Hit Radio      Adults 18-34        4.5/6
  KIIS-AM                                            Contemporary Hit Radio      Adults 18-34        --
 
ATLANTA                                    1
  WPCH-FM                                            Adult Contemporary          Women 25-54         9.2/3
  WGST-AM/FM(1)                                      News Talk                   Men 25-54           5.0/8
  WKLS-FM                                            Album Oriented Rock         Men 18-34          13.0/1
 
DENVER(2)                                  1
  KOA-AM                                             News Talk                   Men 25-54          10.9/2
  KRFX-FM                                            Classic Rock                Men 25-54          12.4/1
  KBPI-FM                                            Rock Alternative            Men 18-34          13.4/2
  KTLK-AM                                            Talk                        Adults 35-64        2.4/13
  KHIH-FM                                            Jazz                        Adults 25-54        4.9/8
  KHOW-AM                                            Talk                        Adults 25-54        2.2/13
  KBCO-AM                                            Talk                        Adults 25-54        --
  KBCO-FM                                            Album Oriented Rock         Adults 25-54        5.7/7
 
SAN DIEGO(3)(4)                            1
  KHTS-FM                                            Rhythmic Hits               Adults 18-34        2.5/11
  KSDO-AM                                            News Talk                   Men 25-54           4.5/8
  KKBH-FM                                            Adult Contemporary          Women 25-54         2.8/9
  KOGO-AM                  P                         Talk                        Adults 25-54        1.4/22
  KKLQ-FM                  P                         Contemporary Hit Radio      Adults 18-34        4.0/7
  KIOZ-FM                  P                         Album Oriented Rock         Men 18-34           7.9/3
  KGB-FM                   P                         Classic Rock                Men 25-54           5.9/1
  KPOP-AM                  P                         Nostalgia                   Adults 35-64        1.5/20
 
ST. LOUIS                                  5
  KMJM-FM                                            Urban Adult Contemporary    Adults 25-54        5.3/6
  KATZ-FM                                            Black Oldies                Adults 25-54        2.1/16
  KATZ-AM                                            Urban Talk                  Adults 35-64        1.6/19

    
 
                                       19

   


                                                                                                   TARGET
                        PENDING      1995 COMBINED                                               DEMOGRAPHIC
BROADCAST AREA/       ACQUISITION    RADIO REVENUE                                  TARGET        SHARE %/
STATION                   (P)             RANK                 FORMAT             DEMOGRAPHIC       RANK
- -------------------  --------------  --------------  --------------------------  -------------  -------------
                                                                                 
CINCINNATI(2)(4)                           1
  WLW-AM                                             News Talk                   Men 25-54          13.5/2
  WEBN-FM                                            Album Oriented Rock         Men 18-34          28.2/1
  WOFX-FM                                            Classic Rock                Men 25-54           5.7/5
  WCKY-AM                                            Talk                        Adults 35-64        6.8/4
  WWNK-FM                                            Adult Contemporary          Women 25-54         5.8/5
 
TAMPA                                      1
  WFLA-AM                                            News Talk                   Adults 35-64        6.6/5
  WFLZ-FM                                            Contemporary Hit Radio      Adults 18-34       15.2/1
  WDUV-FM                                            Beautiful/EZ                Adults 35+          9.4/1
  WXTB-FM                                            Album Oriented Rock         Men 18-34          19.2/1
  WTBT-FM                                            Classic Rock                Men 18-34           5.3/6
  WUKS-FM(5)                                         Hot Adult Contemporary      Women 18-34        10.3/2
  WDAE-AM                                            Hot Adult Contemporary      Women 18-34         --
 
PORTLAND                                   1
  KEX-AM                                             News Talk                   Adults 35-64        5.3/6
  KKCW-FM                                            Adult Contemporary          Women 25-54        12.1/1
  KKRZ-FM                                            Contemporary Hit Radio      Women 18-34        14.6/1
 
COLUMBUS                                   1
  WTVN-AM                                            Adult Contemporary/Talk     Adults 35-64        8.3/3
  WLVQ-FM                                            Album Oriented Rock         Men 18-34          13.0/2
  WHOK-FM                                            Country                     Adults 25-54        3.8/9
  WLLD-FM                                            Country                     Adults 25-54        2.2/12
  WLOH-AM                                            News                        Adults 35-64        --
  WAKS-FM                  P                         Classic Rock                Men 25-54           3.2/10
  WAHC-FM                  P                         Oldies/70's                 Men 25-54           1.6/14
 
KANSAS CITY                                1
  WDAF-AM                                            Country                     Adults 35-64        7.7/3
  KYYS-FM                                            Album Oriented Rock         Men 18-34          11.4/3
  KMXV-FM                  P                         Contemporary Hit Radio      Adults 18-34        9.1/4
  KUDL-FM                  P                         Adult Contemporary          Women 25-54         8.9/1
 
SALT LAKE CITY(2)                          1
  KALL-AM                  P                         Talk                        Adults 35-64        5.5/5
  KODJ-FM                  P                         Oldies                      Women 25-54        10.9/2
  KKAT-FM                  P                         Country                     Adults 25-54        4.8/7
  KURR-FM                  P                         New Rock                    Men 18-34           5.5/5
  KZHT-FM                  P                         Contemporary Hit Radio      Women 18-34         5.3/8
 
LAS VEGAS                                  1
  KFMS-FM                  P                         Country                     Adults 25-54        6.2/4
  KWNR-FM                  P                         Country                     Adults 25-54        7.5/1
  KBGO-FM(1)               P                         Oldies                      Women 25-54         4.6/8
  KSNE-FM                  P                         Adult Contemporary          Women 25-54        10.8/1
 
LOUISVILLE                                 2
  WDJX-FM                  P                         Contemporary Hit Radio      Adults 18-34       11.6/2
  WFIA-AM                  P                         Religion                    Adults 25-54        --
  WVEZ-FM                  P                         Adult Contemporary          Women 25-54         7.7/2
  WSFR-FM                  P                         Classic Rock                Men 25-54           6.4/4
  WSJW-FM(1)               P                         Jazz                        Adults 25-54        5.2/8
 
JACKSONVILLE                               2
  WJBT-FM                                            Urban                       Adults 18-34       10.5/3
  WQIK-FM                                            Country                     Adults 25-54        9.5/2
  WSOL-FM                                            Adult Urban                 Adults 25-54        5.6/8
  WZAZ-AM                                            Urban Talk                  Adults 35-64        2.9/12
  WJGR-AM                                            Talk                        Adults 25-54        0.9/18
 
DES MOINES                                 1
  WHO-AM                   P                         News Talk                   Men 25-54          17.7/1
  KLYF-FM                  P                         Adult Contemporary          Women 25-54        11.5/2

    
 
                                       20

   


                                                                                                   TARGET
                        PENDING      1995 COMBINED                                               DEMOGRAPHIC
BROADCAST AREA/       ACQUISITION    RADIO REVENUE                                  TARGET        SHARE %/
STATION                   (P)             RANK                 FORMAT             DEMOGRAPHIC       RANK
- -------------------  --------------  --------------  --------------------------  -------------  -------------
                                                                                 
TOLEDO                                     1
  WSPD-AM                                            News Talk                   Adult 35-64         7.4/5
  WVKS-FM                                            Contemporary Hit Radio      Adults 18-34       17.4/1
  WRVF-FM                                            Adult Contemporary          Women 25-54        12.2/3
  WIOT-FM                  P                         Album Oriented Rock         Men 18-34          21.5/1
  WCWA-AM                  P                         Nostalgia                   Adults 35-64        2.5/10
 
LEXINGTON(6)                               1
  WMXL-FM                                            Hot Adult Contemporary      Women 18-34        13.9/3
  WWYC-FM                                            Country                     Adults 25-54        7.9/4
  WLAP-AM                                            Sports                      Men 25-54           2.5/10
  WKQQ-FM                  P                         Album Oriented Rock         Men 18-34          24.5/1
  WXZZ-FM                  P                         Rock Alternative            Men 18-34          11.8/2T
  WTKT-AM                  P                         Rythm and Blues             Adults 35-64        2.6/11
 
CHARLESTON, S.C.                           2
  WEZL-FM                  P                         Country                     Adults 25-54        9.0/1
  WXLY-FM                  P                         Oldies                      Women 25-54         8.7/1
 
BOISE(6)                                   2
  KIDO-AM                  P                         News Talk                   Adults 25-54        8.1/2
  KARO-FM                  P                         Classic Rock                Men 25-54           4.8/7
  KLTB-FM                  P                         Oldies                      Adults 25-54        5.8/6
 
CEDAR RAPIDS(6)                            1
  WMT-AM                   P                         Full Service                Adults 35-64       11.3/4
  WMT-FM                   P                         Adult Contemporary          Women 25-54        17.7/3
 
SARASOTA/                                  1
 BRADENTON(6)
  WSRZ-FM                  P                         Oldies                      Women 25-54         7.1/2
  WYNF-FM                  P                         Classic Rock                Men 25-54          11.1/1
  WSPB-AM                  P                         Business News               Men 35-64           --
 
CASPER(6)                                  3
  KTWO-AM                  P                         Full Service/Country        Adults 35-64       14.6/3
  KMGW-FM                  P                         Adult Contemporary          Women 25-54        12.0/2
 
FORT COLLINS/                             N/A
 GREELEY(7)
  KCOL-AM                  P                         News Talk                   Adults 35-64        --
  KPAW-FM                  P                         Oldies/Adult Contemporary   Adults 25-54        --
  KGLL-FM                  P                         Country                     Adults 25-54        --
 
VENICE/ENGLEWOOD(7)                       N/A
  WAMR-AM                                            Talk                        Adults 25-54        --
  WCTQ-FM                                            Country                     Adults 25-54        --
  WEDD-FM                  P                         --                               --             --

    
 
- ------------------------------
(1)  The Company  provides programming  and sells  air time  for the  FM station
    pursuant to a LMA.
 
(2) Excludes stations WAQZ-FM, WAZU-AM and WSAI-AM in Cincinnati and KTCL-FM  in
    Denver  on  which Jacor  sells  advertising time  for  pursuant to  JSAs and
    KBKK-FM and KRKR-FM in Salt Lake City on which Regent sells advertising time
    for pursuant to JSAs.
 
(3) Excludes XTRA-FM  and XTRA-AM,  stations Jacor provides  programming to  and
    sells air time for under an exclusive sales agency agreement.
 
(4)  Excludes KCBQ-AM in San  Diego and WKRQ-FM in  Cincinnati which the Company
    will divest (see "Transactions").
 
   
(5) Formerly known as WUSA-FM. Jacor acquired the licenses and operating  assets
    of WUSA-FM in the Gannett Exchange while Gannett retained the call letters.
    
 
(6) Share and rank information is derived from the Spring 1996 Arbitron.
 
   
(7)  The Fort Collins/Greeley  and Venice/Englewood broadcast  areas do not have
    Arbitron ranks.
    
 
TELEVISION
 
    Jacor owns a television  station in the Cincinnati  broadcast area where  it
currently  owns and operates multiple radio  stations. By operating a television
station in the  broadcast area  where Jacor  has a  significant radio  presence,
Jacor  expects to  realize significant  operating efficiencies  including shared
news departments
 
                                       21

and  reduction  of  administrative  overhead.  Jacor  currently  operates   this
television  station  under a  temporary  waiver of  an  FCC rule  that restricts
ownership of television and radio stations in the same market. This waiver  will
continue  until at least six months after the FCC completes a pending rulemaking
proceeding in which it is  considering whether to substantially liberalize  this
rule.
 
    The  following table sets forth certain information regarding the Cincinnati
television station and the broadcast area in which it operates:


                                                               STATION RANK(1)
                                 NATIONAL         TV        ---------------------
                                 BROADCAST    HOUSEHOLDS                  ADULTS
                                   AREA        IN DMA(1)        TV         AGED
BROADCAST AREA/STATION            RANK(1)       (000S)      HOUSEHOLDS     25-54
- ------------------------------  -----------   -----------   -----------   -------
                                                              
Cincinnati/WKRC                         29           793             3        1T
 

                                   COMMERCIAL
                                   STATIONS IN
                                    BROADCAST
                                      AREA             CABLE
                                -----------------   SUBSCRIBER      NETWORK
BROADCAST AREA/STATION            VHF       UHF          %        AFFILIATION
- ------------------------------  -------   -------   -----------   -----------
                                                      
Cincinnati/WKRC                      3         2            61           CBS

 
- ------------------------------
(1)  Rankings for  Designated  Market Area  ("DMA"),  6:00 a.m.  to  2:00  a.m.,
     Sunday-Saturday for "TV Households" and "Adults aged 25-54." "T" designates
     tied. This market information is from Nielsen.
 
ENERGY AND ENVIRONMENTAL MATTERS
 
    Jacor's source of energy used in its broadcasting operations is electricity.
No  limitations have  been placed on  the availability of  electrical power, and
management believes its  energy sources are  adequate. Management believes  that
Jacor  is currently in material compliance with all statutory and administrative
requirements as related to environmental quality and pollution control.
 
                                       22

                              DESCRIPTION OF NOTES
 
    Set  forth below is a summary of  certain provisions of the Notes. The Notes
will be issued  pursuant to an  indenture (the  "Indenture") to be  dated as  of
           , 1996, by and among JCC, the Guarantors and The Bank of New York, as
trustee (the "Trustee"). The terms of the Indenture are also governed by certain
provisions  contained  in  the Trust  Indenture  Act  of 1939,  as  amended. The
following summaries of certain provisions  of the Indenture are summaries  only,
do  not purport to be complete and  are qualified in their entirety by reference
to all of the provisions of the Indenture. Capitalized terms used herein and not
otherwise defined shall  have the meanings  assigned to them  in the  Indenture.
Wherever particular provisions of the Indenture are referred to in this summary,
such  provisions are incorporated by reference as  a part of the statements made
and such statements are qualified in their entirety by such reference. The  form
of  the Indenture has been filed as  an exhibit to the Registration Statement of
which this Prospectus is a  part. A copy of the  form of Indenture is  available
upon request.
 
GENERAL
 
   
    The  Notes will  be senior  subordinated, unsecured,  general obligations of
JCC, limited in aggregate principal amount to $150.0 million. The Notes will  be
subordinate  in right of payment  to certain other debt  obligations of JCC. The
Notes will be jointly and  severally irrevocably and unconditionally  guaranteed
on  a  senior subordinated  basis  by the  Guarantors.  The obligations  of each
Guarantor under its guarantee, however, will be limited in a manner intended  to
avoid  such guarantee being deemed a fraudulent conveyance under applicable law.
See "Fraudulent Transfer Considerations" below. The Notes will be issued only in
fully registered form, without coupons, in denominations of $1,000 and  integral
multiples thereof.
    
 
    The  Notes will mature on            , 2006. The Notes will bear interest at
the rate per annum stated on the cover page hereof from the date of issuance  or
from  the most recent Interest  Payment Date to which  interest has been paid or
provided for, payable semi-annually  on         and               of each  year,
commencing               , 1997  , to the persons in  whose names such Notes are
registered at the close  of business on the         or               immediately
preceding  such Interest Payment Date. Interest  will be calculated on the basis
of a 360-day year consisting of twelve 30-day months.
 
    Principal of, premium, if  any, and interest on  the Notes will be  payable,
and  the Notes may be presented for registration of transfer or exchange, at the
office or agency  of JCC  maintained for such  purpose, which  office or  agency
shall  be maintained in the  Borough of Manhattan, The City  of New York. At the
option of JCC, payment of interest may be made by check mailed to the Holders of
the Notes at the addresses set forth  upon the registry books of the  Registrar.
No  service charge will be made for  any registration of transfer or exchange of
Notes, but JCC may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith. Until otherwise  designated
by JCC, JCC's office or agency will be the corporate trust office of the Trustee
presently  located at the office of the Trustee in the Borough of Manhattan, The
City of New York.
 
SUBORDINATION
 
   
    The Notes and the Guarantees will  be general, unsecured obligations of  JCC
and the Guarantors, respectively, subordinated in right of payment to all Senior
Debt of JCC and the Guarantors, as applicable, including the Credit Facility. As
of  September 30,  1996, JCC  had outstanding  an aggregate  principal amount of
$400.0 million of secured Senior Debt and $225.0 million of senior  subordinated
indebtedness  ($100.0 million  of 10  1/8% Notes  and $125.0  million of  9 3/4%
Notes). On a pro forma basis, as  of September 30, 1996, after giving effect  to
the  Citicasters Put and this Offering and  the application of the proceeds from
this Offering, JCC would have had outstanding an aggregate of $400.0 million  of
secured  Senior  Debt and  $268.1  million of  senior  subordinated indebtedness
($150.0 million of Notes, $100.0 million of  10 1/8% Notes and $18.1 million  of
9 3/4% Notes) and Jacor would have had outstanding an aggregate of approximately
$117.1  million  of  LYONS  (as  defined  herein)  which  would  be  effectively
subordinate to the Notes in right of payment.
    
 
    The Indenture provides that no payment  (including any payment which may  be
payable  to any Holder by reason of  the subordination of any other indebtedness
or other obligations to, or guarantee of, the Notes) or distribution (by set-off
or otherwise) may be made by or on behalf of JCC or a Guarantor, as  applicable,
on  account  of the  principal of,  premium, if  any, or  interest on  the Notes
(including any repurchases of Notes)
 
                                       23

or any  other amounts  with respect  thereto, or  on account  of the  redemption
provisions  of the Notes, for cash or property (other than Junior Securities, as
defined herein),  (i) upon  the  maturity of  any Senior  Debt  of JCC  or  such
Guarantor  by lapse of  time, acceleration (unless  waived) or otherwise, unless
and until all principal of, premium, if any, and the interest on, and all  other
amounts  with respect  to, such Senior  Debt are first  paid in full  in cash or
otherwise to the extent each of  the holders of Senior Debt accept  satisfaction
of  amounts due to such holder by settlement  in other than cash, or (ii) in the
event of  default in  the  payment of  any principal  of,  premium, if  any,  or
interest  on, or any other  amounts with respect to, Senior  Debt of JCC or such
Guarantor when it  becomes due and  payable, whether  at maturity or  at a  date
fixed  for prepayment or by  declaration or otherwise (each  of the foregoing, a
"Payment Default"), unless  and until  such Payment  Default has  been cured  or
waived or otherwise has ceased to exist.
 
    Upon  (i) the  happening of  a default (other  than a  Payment Default) that
permits the holders  of Senior Debt  (or a percentage  thereof) to declare  such
Senior  Debt to be due and payable and (ii) written notice of such default given
to JCC and the Trustee  by the Representative under  the Credit Facility or  the
holders  of an aggregate of at  least $25.0 million principal amount outstanding
of any other Senior Debt or  their representative at such holders' direction  (a
"Payment  Notice"), then, unless and until such default has been cured or waived
or otherwise has ceased to exist, no payment (including any payment which may be
payable to any Holder by reason  of the subordination of any other  indebtedness
or other obligations to, or guarantee of, the Notes) or distribution (by set-off
or  otherwise) may be made by  or on behalf of JCC  or any Guarantor which is an
obligor under such Senior Debt on account of the principal of, premium, if  any,
or interest on the Notes (including any repurchases of any of the Notes), or any
other amount with respect thereto, or on account of the redemption provisions of
the  Notes, in any such  case, other than payments  made with Junior Securities.
Notwithstanding the foregoing, unless the Senior  Debt in respect of which  such
default exists has been declared due and payable in its entirety within 179 days
after  the Payment Notice is delivered as set forth above (the "Payment Blockage
Period") (and such declaration has not been rescinded or waived), at the end  of
the  Payment Blockage Period (and assuming  that no Payment Default exists), JCC
and the Guarantors shall not be prohibited by the subordination provisions  from
paying  all sums then  due and not paid  to the Holders of  the Notes during the
Payment Blockage Period  due to  the foregoing  prohibitions and  to resume  all
other  payments as and when due on the  Notes. Any number of Payment Notices may
be given; PROVIDED, HOWEVER, that (i) not more than one Payment Notice shall  be
given  within a  period of any  360 consecutive  days, and (ii)  no default that
existed upon the date of  delivery of such Payment  Notice (whether or not  such
default  is on the  same issue of Senior  Debt) shall be made  the basis for the
commencement of any other Payment Blockage Period.
 
    Upon  any  distribution  of  assets  of  JCC  or  any  Guarantor  upon   any
dissolution,  winding up, total or partial  liquidation or reorganization of JCC
or a Guarantor,  whether voluntary  or involuntary,  in bankruptcy,  insolvency,
receivership  or  a similar  proceeding or  upon assignment  for the  benefit of
creditors or any marshalling  of assets or liabilities,  (i) the holders of  all
Senior  Debt of JCC or such Guarantor,  as applicable, will first be entitled to
receive payment in full of  all amounts of Senior Debt  in cash or otherwise  to
the  extent  each  of  such  holders  accepts  satisfaction  of  amounts  due by
settlement in other  than cash before  the Holders are  entitled to receive  any
payment  (including any payment which may be  payable to any Holder by reason of
the subordination  of  any  other  indebtedness  or  other  obligations  to,  or
guarantee of, the Notes) or distribution on account of principal of, premium, if
any,  and interest on,  or any other  amounts with respect  to, the Notes (other
than Junior Securities) and (ii) any payment or distribution of assets of JCC or
such Guarantor  of any  kind or  character  from any  source, whether  in  cash,
property  or securities (other  than Junior Securities) to  which the Holders or
the Trustee on behalf of the Holders would be entitled (by set-off or otherwise)
except for the subordination provisions contained in the Indenture, will be paid
by the liquidating trustee  or agent or  other person making  such a payment  or
distribution directly to the holders of such Senior Debt or their representative
to  the  extent  necessary to  make  payment in  full  on all  such  Senior Debt
remaining unpaid, after giving effect to any concurrent payment or  distribution
to the holders of such Senior Debt.
 
    In   the  event  that,   notwithstanding  the  foregoing,   any  payment  or
distribution of assets of  JCC or any Guarantor  (other than Junior  Securities)
shall  be received by the Trustee or the  Holders at a time when such payment or
distribution  is  prohibited  by  the  foregoing  provisions,  such  payment  or
distribution shall be held
 
                                       24

in  trust for the benefit of the holders  of such Senior Debt, and shall be paid
or delivered by the Trustee or such Holders, as the case may be, to the  holders
of   such  Senior   Debt  remaining  unpaid   or  to   their  representative  or
representatives, or to the trustee or  trustees under any indenture pursuant  to
which  any instruments evidencing any of such  Senior Debt may have been issued,
ratably according to the aggregate principal amounts remaining unpaid on account
of such Senior Debt held or represented by each, for application to the  payment
of  all such Senior  Debt remaining unpaid,  to the extent  necessary to pay all
such Senior Debt in full in cash or otherwise to the extent each of the  holders
of  such Senior Debt accept  satisfaction of amounts due  by settlement in other
than cash after giving effect to  any concurrent payment or distribution to  the
holders  of  such  Senior  Debt.  The  Indenture  will  contain  other customary
subordination provisions, including  rights of  subrogation and  rights to  file
claims in bankruptcy.
 
    As  among JCC, the Guarantors and the Holders, no provision contained in the
Indenture or the Notes  will affect the obligations  of JCC and the  Guarantors,
which  are absolute and unconditional, to  pay, when due, principal of, premium,
if any, and interest on the Notes. The subordination provisions of the Indenture
and the Notes will not prevent the occurrence of any Default or Event of Default
under the Indenture or limit the rights  of the Trustee or any Holder to  pursue
any other rights or remedies with respect to the Notes.
 
    As  a  result  of  these  subordination  provisions,  in  the  event  of the
liquidation, bankruptcy,  reorganization,  insolvency, receivership  or  similar
proceeding  or an assignment for  the benefit of the creditors  of JCC or any of
the Guarantors or a marshalling  of assets or liabilities of  JCC or any of  the
Guarantors, holders of the Notes may receive ratably less than other creditors.
 
    JCC conducts operations through its subsidiaries. Accordingly, JCC's ability
to  meet  its  cash  obligations  will be  dependent  upon  the  ability  of its
subsidiaries to make cash distributions to JCC. Furthermore, any right of JCC to
receive the assets of any such subsidiary upon such subsidiary's liquidation  or
reorganization  effectively  will be  subordinated by  operation  of law  to the
claims of such subsidiary's creditors (including trade creditors) and holders of
such subsidiary's  preferred stock,  except to  the extent  that JCC  is  itself
recognized  as a creditor or preferred  stockholder of such subsidiary, in which
case the  claims  of JCC  would  still be  subordinate  to any  indebtedness  or
preferred  stock of such subsidiary  senior in right of  payment to that held by
JCC.
 
FRAUDULENT TRANSFER CONSIDERATIONS
 
    Generally, under various state and federal fraudulent transfer or fraudulent
conveyance laws (collectively,  the "Fraudulent Transfer  Laws"), a  Guarantor's
obligations  under the Guarantee of  the Notes could be avoided  if a court in a
lawsuit by  an  unpaid creditor  of  a Guarantor  or  a representative  of  such
creditors  (such as a trustee in bankruptcy or JCC as debtor-in-possession) were
to find that (i)  the Guarantor did not  receive reasonably equivalent value  or
fair  consideration in exchange for the obligation created by the Notes and (ii)
at the time of  the issuance of  the Notes, the Guarantor  (A) was insolvent  or
became insolvent as a result of the incurrence of the obligations represented by
the  Notes,  (B) was  engaged, or  was about  to  be engaged,  in a  business or
transaction for which the property remaining  with it was an unreasonably  small
capital  or  for which  its unencumbered  assets constituted  unreasonably small
capital, or (C) intended to incur, or believed that it would incur, debts beyond
its ability to pay as such debts matured.
 
    A  court  could  conclude  that  a  Guarantor  did  not  receive  reasonably
equivalent  value  or fair  consideration to  the  extent that  such Guarantor's
liability on its guarantee exceeds the economic benefits that it receives in the
Offering. Were  a  court to  so  find, the  court  could avoid  the  Guarantor's
obligation  under its guarantee and direct the return of amounts paid thereunder
if one or more of the conditions set forth in subparagraphs (ii)(A), (B), or (C)
above were also met as to such Guarantor. Management believes, however, that the
Guarantees have been structured  so as to minimize  the likelihood that a  court
would  find that  the Guarantor did  not receive reasonably  equivalent value or
fair consideration  for  its Guarantee  (the  "Savings Clause").  No  assurance,
however,  can be  given that  a court  would uphold  such a  fraudulent transfer
Savings Clause. Moreover, there can be no assurance that a court would not limit
a Guarantee to an amount  equal to the Notes  proceeds actually received by  any
given Guarantor.
 
    The determination of insolvency for purposes of the Fraudulent Transfer Laws
may  vary depending upon  the law of the  jurisdiction being applied. Generally,
however,   an    entity    is   insolvent    if    (i)   the    sum    of    its
 
                                       25

debts  (including unliquidated or  contingent debts) is greater  than all of its
property, at a fair  valuation or (ii)  the present fair  saleable value of  its
assets  is  less than  the  amount that  will be  required  to pay  its probable
liability  on  its  existing  debts   as  they  become  absolute  and   matured.
Additionally,  under  certain  state  Fraudulent  Transfer  Laws,  an  entity is
presumed to be insolvent if it is generally not paying its debts as they  become
due.
 
    Furthermore,  a court could avoid JCC's  obligations under the Notes and the
Guarantors' obligations under their respective Guarantees without regard to  the
solvency, capitalization and other conditions described in clauses (ii)(A), (B),
and  (C) above  if it  finds that the  obligations created  by the  Notes or the
Guarantees were incurred  with actual intent  to hinder, delay,  or defraud  now
existing  or future  creditors. If  the obligations under  the Notes  were to be
avoided, there can  be no  assurance that  the recoveries  under the  Guarantees
would  be sufficient  to pay  the outstanding  amounts due  and owing  under the
Notes. Moreover,  if  the obligations  of  one or  more  Guarantors were  to  be
avoided,  there  can be  no  assurance that  the  remaining Guarantees  would be
sufficient to ensure payment in full on the Notes.
 
OPTIONAL REDEMPTION
 
    Except as set forth below, JCC will  not have the right to redeem any  Notes
prior  to        , 2001. The  Notes will be redeemable at  the option of JCC, in
whole or in part, at any time on  or after        , 2001, upon not less than  30
days  nor more  than 60 days  notice to each  holder of Notes,  at the following
redemption prices (expressed as percentages of the principal amount) if redeemed
during the 12-month period  commencing        of  the years indicated below,  in
each case (subject to the right of Holders of record on a Record Date to receive
interest  due on an Interest Payment Date that is on or prior to such Redemption
Date) together with accrued and unpaid interest thereon to the Redemption Date:
 


                                      YEAR                                         PERCENTAGE
- ---------------------------------------------------------------------------------  -----------
                                                                                
2001.............................................................................           %
2002.............................................................................           %
2003.............................................................................           %
2004 and thereafter..............................................................    100.000%

 
    In the case of a partial redemption,  the Trustee shall select the Notes  or
portions  thereof for redemption  on a PRO RATA  basis, by lot  or in such other
manner it deems  appropriate and  fair. The  Notes may  be redeemed  in part  in
multiples of $1,000 only.
 
    The Notes will not have the benefit of any sinking fund.
 
    Notice of any redemption will be sent, by first class mail, at least 30 days
and  not more than 60 days prior to  the date fixed for redemption to the Holder
of each Note to be redeemed to such Holder's last address as then shown upon the
registry books  of the  Registrar. Any  notice which  relates to  a Note  to  be
redeemed  in part only must  state the portion of  the principal amount equal to
the unredeemed portion  thereof and must  state that  on and after  the date  of
redemption,  upon surrender  of such Note,  a new  Note or Notes  in a principal
amount equal to the unredeemed portion thereof will be issued. On and after  the
date  of redemption,  interest will  cease to  accrue on  the Notes  or portions
thereof called for redemption, unless JCC defaults in the payment thereof.
 
CERTAIN COVENANTS
 
    REPURCHASE OF NOTES AT THE OPTION OF THE HOLDER UPON A CHANGE OF CONTROL
 
    The Indenture will provide that  in the event that  a Change of Control  has
occurred,  each Holder of  Notes will have  the right, at  such Holder's option,
pursuant to  an irrevocable  and  unconditional offer  by  JCC (the  "Change  of
Control  Offer"), to require JCC to repurchase  all or any part of such Holder's
Notes (PROVIDED, that the principal  amount of such Notes  must be $1,000 or  an
integral  multiple thereof)  on a date  (the "Change of  Control Purchase Date")
that is no later than  35 Business Days after the  occurrence of such Change  of
Control,  at a cash price (the "Change of Control Purchase Price") equal to 101%
of the principal amount thereof, together  with accrued and unpaid interest,  if
any,  to the Change of Control Purchase  Date. The Change of Control Offer shall
be made  within  10  Business Days  following  a  Change of  Control  and  shall
 
                                       26

remain  open for  20 Business  Days following  its commencement  (the "Change of
Control Offer Period"). Upon expiration of  the Change of Control Offer  Period,
JCC  promptly  shall purchase  all Notes  properly tendered  in response  to the
Change of Control Offer.
 
   
    As used herein, (a) prior to the earlier  of (x) the maturity of the 9  3/4%
Notes, (y) the date upon which defeasance of the 9 3/4% Notes becomes effective,
and (z) the date on which there are no longer any 9 3/4% Notes outstanding under
the  terms of the governing indenture (each a "9 3/4% Note Event"), a "Change of
Control" means any  transaction or series  of transactions in  which any of  the
following  occurs: (i)  any person  or group (within  the meaning  of Rule 13d-3
under the Securities Exchange Act of  1934, as amended (the "Exchange Act")  and
Sections  13(d) and 14(d) of the Exchange  Act), other than Zell/Chilmark or any
of its Affiliates, becomes the direct or indirect "beneficial owner" (as defined
in Rule 13d-3  under the  Exchange Act)  of (A) greater  than 50%  of the  total
voting power (on a fully diluted basis as if all convertible securities had been
converted)  entitled to vote in  the election of directors  of JCC or CitiCo, or
the surviving person (if other than the Company), or (B) greater than 20% of the
total voting power (on  a fully diluted basis  as if all convertible  securities
had  been converted)  entitled to vote  in the  election of directors  of JCC or
CitiCo, or the surviving person  (if other than JCC),  and such person or  group
has  the ability to elect, directly or  indirectly, a majority of the members of
the Board of Directors of JCC; or (ii) JCC or CitiCo consolidates with or merges
into another person,  another person  consolidates with  or merges  into JCC  or
CitiCo, JCC or CitiCo issues shares of its Capital Stock or all or substantially
all  of the assets of  JCC or CitiCo are  sold, assigned, conveyed, transferred,
leased or otherwise disposed of to any person as an entirety or substantially as
an entirety  in one  transaction or  a series  of related  transactions and  the
effect of such consolidation, merger, issuance or sale is as described in clause
(i)  above. Notwithstanding the foregoing, no  Change of Control shall be deemed
to have occurred by virtue  of (I) JCC or any  of its employee benefit or  stock
plans  filing (or being required to file after the lapse of time) a Schedule 13D
or 14D-1  (or  any successor  or  similar schedule,  form  or report  under  the
Exchange  Act) or (II) the purchase by one or more underwriters of Capital Stock
of JCC in connection with a Public Offering; and (b) upon and following a 9 3/4%
Note Event, a "Change of Control" will  mean (i) any merger or consolidation  of
JCC  with or into any person or  any sale, transfer or other conveyance, whether
direct or indirect, of all or substantially all of any of the assets of JCC,  on
a  consolidated basis, in  one transaction or a  series of related transactions,
if, immediately  after giving  effect to  such transaction(s),  any "person"  or
"group"  (as such terms are used for purposes of Sections 13(d) and 14(d) of the
Exchange Act, whether or not applicable)  (other than an Excluded Person) is  or
becomes  the "beneficial owner," directly or indirectly, of more than 50% of the
total voting power in the aggregate normally entitled to vote in the election of
directors, managers,  or  trustees,  as  applicable,  of  the  transferee(s)  or
surviving  entity or entities, (ii)  any "person" or "group"  (as such terms are
used for purposes of Sections  13(d) and 14(d) of  the Exchange Act, whether  or
not  applicable) (other than  an Excluded Person) is  or becomes the "beneficial
owner," directly or indirectly, of  more than 50% of  the total voting power  in
the  aggregate of all classes of Capital  Stock of JCC then outstanding normally
entitled to vote in  elections of directors,  or (iii) during  any period of  12
consecutive months after the Issue Date, individuals who at the beginning of any
such  12-month period constituted  the Board of Directors  of JCC (together with
any new directors whose election by such Board or whose nomination for  election
by the shareholders of JCC was approved by a vote of a majority of the directors
then  still in office who were either  directors at the beginning of such period
or whose election or nomination for  election was previously so approved)  cease
for any reason to constitute a majority of the Board of Directors of JCC then in
office.
    
 
    On  or before the Change  of Control Purchase Date,  JCC will (i) accept for
payment Notes or portions  thereof properly tendered pursuant  to the Change  of
Control  Offer, (ii) deposit  with the Paying  Agent cash sufficient  to pay the
Change of Control Purchase Price (together with accrued and unpaid interest)  of
all  Notes  so tendered  and  (iii) deliver  to  the Trustee  Notes  so accepted
together with an  Officers' Certificate  listing the Notes  or portions  thereof
being  purchased by JCC. The Paying Agent promptly will pay the Holders of Notes
so accepted an amount  equal to the Change  of Control Purchase Price  (together
with  accrued and unpaid  interest), and the  Trustee promptly will authenticate
and deliver  to  such Holders  a  new Note  equal  in principal  amount  to  any
unpurchased  portion of the Note surrendered. Any  Notes not so accepted will be
delivered promptly by JCC to the Holder thereof. JCC publicly will announce  the
results  of the Change of  Control Offer on or as  soon as practicable after the
Change of Control Purchase Date.
 
                                       27

    A change of control under the indenture which governs each of the Notes, the
9 3/4% Notes, the 10 1/8% Notes and the LYONs will result in a default under the
Credit Facility. Additionally, unless JCC is successful in seeking consents from
its lenders under  the Credit Facility  to permit change  of control  repurchase
offers  for each of the Notes, the 9 3/4%  Notes, the 10 1/8% Notes or the LYONs
or JCC is successful in refinancing such borrowings, such event of default under
the Credit  Facility would  constitute an  event of  default under  each of  the
Notes, the 9 3/4% Notes, the 10 1/8% Notes and the LYONs. Such events of default
could  result in the immediate acceleration of all then outstanding indebtedness
under each of the Notes, the 9 3/4% Notes, the 10 1/8% Notes and the LYONs. As a
result, differences in the definitions of change of control under the indentures
for the Notes, the 9 3/4% Notes, the 10 1/8% Notes and the LYONs will not have a
difference in the effect on JCC or  the respective holders other than where  the
lenders  under the  Credit Facility  have waived such  event of  default. In the
event of such waiver  there could be  a change of control  under the Notes,  the
9 3/4% Notes and the 10 1/8% Notes which would not result in a change of control
under the LYONs or VICE VERSA. See "Description of Other Indebtedness."
 
    The  Change of Control purchase feature of the Notes may make more difficult
or discourage a takeover of JCC, and, thus, the removal of incumbent management.
 
    The phrase "all or substantially  all" of the assets  of JCC will likely  be
interpreted  under applicable  state law and  will be  dependent upon particular
facts and circumstances. As a  result, there may be  a degree of uncertainty  in
ascertaining  whether a sale  or transfer of  "all or substantially  all" of the
assets of any of JCC has occurred. In addition, no assurances can be given  that
JCC  will be able to  acquire Notes tendered upon the  occurrence of a Change of
Control.
 
    Any Change of Control Offer will  be made in compliance with all  applicable
laws,  rules and regulations, including, if applicable, Regulation 14E under the
Exchange Act and the rules thereunder and all other applicable Federal and state
securities laws.
 
    LIMITATION ON INCURRENCE OF ADDITIONAL INDEBTEDNESS AND DISQUALIFIED CAPITAL
STOCK
 
    The Indenture will provide that, except as set forth below in this covenant,
JCC and the Subsidiary  Guarantors will not,  and will not  permit any of  their
Subsidiaries  to, directly or indirectly, issue, assume, guaranty, incur, become
directly or  indirectly liable  with respect  to (including  as a  result of  an
Acquisition),  or otherwise  become responsible  for, contingently  or otherwise
(individually and collectively, to "incur" or, as appropriate, an "incurrence"),
any  Indebtedness  or  any   Disqualified  Capital  Stock  (including   Acquired
Indebtedness)  other than Permitted  Indebtedness. Notwithstanding the foregoing
limitations, JCC  may  incur  Indebtedness and  Disqualified  Capital  Stock  in
addition  to Permitted Indebtedness: if (i) no Default or Event of Default shall
have occurred and  be continuing at  the time  of, or would  occur after  giving
effect  on a PRO FORMA basis to, such incurrence of Indebtedness or Disqualified
Capital Stock and (ii) on the  date of such incurrence (the "Incurrence  Date"),
the  Leverage Ratio  of JCC for  the Reference Period  immediately preceding the
Incurrence Date, after giving effect on a PRO FORMA basis to such incurrence  of
such  Indebtedness or Disqualified Capital Stock and, to the extent set forth in
the definition of  Leverage Ratio, the  use of proceeds  thereof, would be  less
than 7.0 to 1.
 
    Indebtedness   or  Disqualified  Capital  Stock   of  any  person  which  is
outstanding at the time such person becomes a Subsidiary of JCC (including  upon
designation of any subsidiary or other person as a Subsidiary) or is merged with
or  into or consolidated with JCC or a Subsidiary of JCC shall be deemed to have
been Incurred at the  time such Person  becomes such a Subsidiary  of JCC or  is
merged  with  or  into or  consolidated  with JCC  or  a Subsidiary  of  JCC, as
applicable.
 
    LIMITATION ON RESTRICTED PAYMENTS
 
    The Indenture will provide that JCC and its Subsidiaries will not, and  will
not  permit  any of  their  Subsidiaries to,  directly  or indirectly,  make any
Restricted Payment if, after giving effect  to such Restricted Payment on a  PRO
FORMA  basis, (1) a  Default or an Event  of Default shall  have occurred and be
continuing, (2)  JCC is  not permitted  to incur  at least  $1.00 of  additional
Indebtedness  pursuant  to the  Leverage Ratio  in  the covenant  "Limitation on
Incurrence of Additional  Indebtedness and Disqualified  Capital Stock," or  (3)
the   aggregate  amount  of  all  Restricted   Payments  made  by  JCC  and  its
Subsidiaries, including after giving effect to such proposed Restricted Payment,
from  and   after   the  Issue   Date,   would   exceed  the   sum   of   (a)(x)
 
                                       28

100%   of  the  aggregate  Consolidated  EBITDA  of  JCC  and  its  Consolidated
Subsidiaries for the period (taken as one accounting period), commencing on  the
first  day of the first full fiscal  quarter commencing after the Issue Date, to
and including the last day of the fiscal quarter ended immediately prior to  the
date  of each such  calculation (or, in  the event Consolidated  EBITDA for such
period is  a deficit,  then  minus 100%  of such  deficit)  less (y)  1.4  times
Consolidated  Fixed Charges for the same period  plus (b) the aggregate Net Cash
Proceeds received by  JCC from the  sale of its  Qualified Capital Stock  (other
than  (i) to a  Subsidiary of JCC and  (ii) to the  extent applied in connection
with a Qualified Exchange), after the Issue Date.
 
    The foregoing clauses (2)  and (3) of  the immediately preceding  paragraph,
however,  will  not  prohibit  (w)  payments to  Jacor  to  reimburse  Jacor for
reasonable and necessary corporate  and administrative expenses, (x)  Restricted
Investments,  PROVIDED, that, after  giving PRO FORMA  effect to such Restricted
Investment, the aggregate amount of all  such Restricted Investments made on  or
after  the Issue  Date that  are outstanding  (after giving  effect to  any such
Restricted Investments that are returned to JCC or the Subsidiary Guarantor that
made such prior Restricted Investment, without restriction, in cash on or  prior
to  the date of any such calculation) at  any time does not exceed $5.0 million,
(y) a  Qualified Exchange,  and (z)  the payment  of any  dividend on  Qualified
Capital  Stock within 60 days after the date of its declaration if such dividend
could have been  made on the  date of  such declaration in  compliance with  the
foregoing provisions. The full amount of any Restricted Payment made pursuant to
the  foregoing  clauses  (x)  and (z)  of  the  immediately  preceding sentence,
however, will  be  deducted  in  the calculation  of  the  aggregate  amount  of
Restricted  Payments  available to  be made  referred  to in  clause (3)  of the
immediately preceding paragraph.
 
    LIMITATION ON DIVIDENDS AND OTHER PAYMENT RESTRICTIONS AFFECTING
SUBSIDIARIES
 
    The Indenture will provide that JCC and its Subsidiaries will not, and  will
not  permit any of their Subsidiaries to,  create, assume or suffer to exist any
consensual restriction on the ability of any Subsidiary of JCC to pay  dividends
or  make other distributions to or on behalf  of, or to pay any obligation to or
on behalf of, or otherwise to transfer assets or property to or on behalf of, or
make or pay loans or advances to or on behalf of, JCC or any Subsidiary of  JCC,
except  (a) restrictions imposed by the Notes or the Indenture, (b) restrictions
imposed  by   applicable  law,   (c)  existing   restrictions  under   specified
Indebtedness  outstanding on the Issue Date, (d) restrictions under any Acquired
Indebtedness not  incurred  in  violation  of the  Indenture  or  any  agreement
relating  to any  property, asset,  or business  acquired by  JCC or  any of its
Subsidiaries,  which  restrictions  in  each   case  existed  at  the  time   of
acquisition, were not put in place in connection with or in anticipation of such
acquisition  and  are  not  applicable  to any  person,  other  than  the person
acquired, or to any property, asset or business, other than the property, assets
and business so  acquired, (e) any  such restriction or  requirement imposed  by
Indebtedness  incurred  under paragraph  (f) under  the definition  of Permitted
Indebtedness, provided such  restriction or requirement  is no more  restrictive
than  that imposed by the Credit Facility as of the Issue Date, (f) restrictions
with respect  solely  to a  Subsidiary  of JCC  imposed  pursuant to  a  binding
agreement  which has  been entered into  for the  sale or disposition  of all or
substantially all of the Equity Interests or assets of such Subsidiary, provided
such restrictions  apply  solely to  the  Equity  Interests or  assets  of  such
Subsidiary  which are  being sold,  and (g) in  connection with  and pursuant to
permitted Refinancings, replacements of restrictions imposed pursuant to clauses
(a), (c) or (d) of this paragraph that are not more restrictive than those being
replaced and do not apply  to any other person or  assets than those that  would
have  been  covered  by  the restrictions  in  the  Indebtedness  so refinanced.
Notwithstanding the  foregoing,  neither (a)  customary  provisions  restricting
subletting  or assignment of  any lease entered  into in the  ordinary course of
business, consistent with  industry practice, or  other standard  non-assignment
clauses  in  contracts entered  into  in the  ordinary  course of  business, (b)
Capital Leases or agreements governing purchase money Indebtedness which contain
restrictions of the type referred to above with respect to the property  covered
thereby,  nor (c)  Liens permitted  under the terms  of the  Indenture on assets
securing Senior Debt incurred pursuant to the Leverage Ratio in accordance  with
the   covenant  described   under  "Limitation   on  Incurrence   of  Additional
Indebtedness and  Disqualified  Capital  Stock" or  permitted  pursuant  to  the
definition  of Permitted Indebtedness shall in and of themselves be considered a
restriction on  the  ability  of  the applicable  Subsidiary  to  transfer  such
agreement or assets, as the case may be.
 
                                       29

    LIMITATIONS ON LAYERING INDEBTEDNESS; LIENS
 
   
    The  Indenture will provide that JCC and its Subsidiaries will not, and will
not permit any  of their  Subsidiaries to,  directly or  indirectly, incur,  or,
other  than  with  respect  to  the  10 1/8%  Notes,  suffer  to  exist  (a) any
Indebtedness that is subordinate in right  of payment to any other  Indebtedness
of JCC or a Guarantor unless, by its terms, such Indebtedness (i) has a maturity
date  subsequent to the Stated Maturity of  the Notes and an Average Life longer
than that of the Notes and (ii) is subordinate in right of payment to, or  ranks
PARI  PASSU with, the Notes or the  Guarantees, as applicable, or (b) other than
Permitted Liens, any Lien upon any of its property or assets, whether now  owned
or  hereafter  acquired,  or  upon  any  income  or  profits  therefrom securing
Indebtedness other than (1) Liens securing Senior Debt incurred pursuant to  the
Leverage  Ratio in accordance  with the covenant  described under "Limitation on
Incurrence of Additional  Indebtedness and Disqualified  Capital Stock" and  (2)
Liens  securing Senior Debt incurred as  permitted pursuant to the definition of
Permitted Indebtedness.
    
 
    LIMITATION ON SALE OF ASSETS AND SUBSIDIARY STOCK
 
    The Indenture will provide that JCC and its Subsidiaries will not, and  will
not  permit  any  of  their Subsidiaries  to,  in  one or  a  series  of related
transactions, sell,  transfer, or  otherwise dispose  of, any  of its  property,
business  or assets,  including by  merger or  consolidation (in  the case  of a
Guarantor or a Subsidiary of JCC), and  including any sale or other transfer  or
issuance  of any Equity Interests  of any direct or  indirect Subsidiary of JCC,
whether by JCC  or a direct  or indirect Subsidiary  thereof (an "Asset  Sale"),
unless  (1) within  450 days  after the date  of such  Asset Sale,  the Net Cash
Proceeds therefrom  (the "Asset  Sale  Offer Amount")  are  (a) applied  to  the
optional  redemption of the Notes in accordance  with the terms of the Indenture
or to the repurchase of the Notes pursuant to an irrevocable, unconditional cash
offer (the "Asset  Sale Offer")  to repurchase Notes  at a  purchase price  (the
"Asset  Sale Offer Price") of 100% of principal amount, plus accrued interest to
the date of  payment, (b)  invested in assets  and property  (other than  notes,
bonds,  obligations and securities) which in  the good faith reasonable judgment
of the  Board of  JCC will  immediately constitute  or be  a part  of a  Related
Business of JCC or a Subsidiary (if it continues to be a Subsidiary) immediately
following  such transaction or  (c) used to permanently  retire or reduce Senior
Debt or Indebtedness permitted pursuant to paragraphs (d), (e) or (f) under  the
definition  of Permitted Indebtedness (including that  in the case of a revolver
or similar  arrangement  that makes  credit  available, such  commitment  is  so
permanently  reduced by  such amount),  (2) with  respect to  any Asset  Sale or
related series of Asset Sales involving  securities, property or assets with  an
aggregate  fair market  value in  excess of  $2.5 million,  at least  75% of the
consideration for such Asset  Sale or series of  related Asset Sales  (excluding
the amount of (A) any Indebtedness (other than the Notes) that is required to be
repaid  or assumed  (and is either  repaid or  assumed by the  transferee of the
related assets) by virtue of such Asset Sale  and which is secured by a Lien  on
the  property  or  asset sold  and  (B) property  received  by JCC  or  any such
Subsidiary from  the  transferee that  within  90 days  of  such Asset  Sale  is
converted  into cash or  Cash Equivalents) consists of  cash or Cash Equivalents
(other than in  the case  of an Asset  Swap or  where JCC is  exchanging all  or
substantially  all the assets of one or  more Related Businesses operated by JCC
or its Subsidiaries (including by way of the transfer of capital stock) for  all
or  substantially all the  assets (including by  way of the  transfer of capital
stock) constituting one or more  Related Businesses operated by another  person,
in  which event the foregoing requirement with respect to the receipt of cash or
Cash Equivalents shall not apply), (3) no Default or Event of Default shall have
occurred and be continuing at the time  of, or would occur after giving  effect,
on  a PRO FORMA basis, to, such Asset  Sale, and (4) the Board of JCC determines
in good faith that JCC or  such Subsidiary, as applicable, receives fair  market
value for such Asset Sale.
 
    The  Indenture will provide that  an Asset Sale Offer  may be deferred until
the accumulated Net Cash Proceeds from Asset  Sales not applied to the uses  set
forth in (1)(b) or (1)(c) above (the "Excess Proceeds") exceeds $5.0 million and
that  each Asset Sale Offer shall remain open for 20 Business Days following its
commencement and no longer (the "Asset  Sale Offer Period"). Upon expiration  of
the Asset Sale Offer Period, JCC shall apply the Asset Sale Offer Amount plus an
amount  equal to accrued interest to the purchase of all Notes properly tendered
(on a PRO RATA basis if the Asset Sale Offer Amount is insufficient to  purchase
all  Notes so  tendered) at  the Asset Sale  Offer Price  (together with accrued
interest). To the extent that the aggregate amount of Notes tendered pursuant to
an Asset Sale Offer is  less than the Asset Sale  Offer Amount, JCC may use  any
remaining  Net  Cash  Proceeds  for  general  corporate  purposes  as  otherwise
 
                                       30

permitted by  the Indenture  and  following each  Asset  Sale Offer  the  Excess
Proceeds amount shall be reset to zero. If required by applicable law, the Asset
Sale  Offer Period may  be extended as  so required, however,  if so extended it
shall nevertheless constitute an Event of Default if within 60 Business Days  of
its  commencement  the  Asset Sale  Offer  is  not consummated  or  the properly
tendered Notes are not purchased pursuant thereto.
 
   
    Notwithstanding the  foregoing provisions  of the  first paragraph  of  this
covenant  the Indenture will provide  that with respect to  an Asset Sale Offer,
JCC will not be permitted  to commence an Asset Sale  Offer for the Notes  until
such  time as an Asset Sale Offer for the  9 3/4% Notes and the 10 1/8% Notes in
each case  if  required, has  been  completed. To  the  extent that  any  Excess
Proceeds  remain after expiration of  an Asset Sale Offer  Period for the 9 3/4%
Notes and the  10 1/8% Notes,  JCC may use  the remaining Net  Cash Proceeds  to
commence  an Asset Sale  Offer for the  Notes; PROVIDED, that  the amount of Net
Cash Proceeds used for such Asset Sale Offer for the Notes shall not exceed  the
amount  permitted  under the  Redemption from  the Proceeds  on Asset  Sales and
Limitation on Restricted Payments covenants set forth in the indenture governing
the 9 3/4% Notes and with respect to the 10 1/8% Notes the amount required under
the covenant Limitation on Sale of Assets and Subsidiary Stock set forth in  the
indenture  governing the 10 1/8% Notes;  PROVIDED, HOWEVER, that with respect to
the 9 3/4% Notes this paragraph shall be of no further force and effect upon the
earlier of a  9 3/4%  Note Event  and with  respect to  the 10  1/8% Notes  this
paragraph  shall be of no  further force and effect upon  the earlier of (w) the
maturity of the 10 1/8% Notes, (x) the date upon which defeasance of the 10 1/8%
Notes become effective, (y) the  date on which there are  no longer any 10  1/8%
Notes  outstanding in accordance  with the terms of  the indenture governing the
10 1/8% Notes and  (z) the date on  which the Limitation on  Sale of Assets  and
Subsidiary  Stock covenant no longer applies in accordance with the terms of the
indenture governing the 10 1/8% Notes.
    
 
    Notwithstanding the  foregoing provisions  of the  first paragraph  of  this
covenant and without complying with the foregoing provisions:
 
        (i)  JCC  and its  Subsidiaries may  convey,  sell, transfer,  assign or
    otherwise  dispose  of  assets  pursuant  to  and  in  accordance  with  the
    limitation on mergers, sales or consolidations provisions in the Indenture;
 
        (ii)  JCC  and its  Subsidiaries  may sell  or  dispose of  inventory or
    damaged, worn  out or  other obsolete  property in  the ordinary  course  of
    business  so long  as such  property is no  longer necessary  for the proper
    conduct of the business of JCC or such Subsidiary, as applicable; and
 
       (iii) any of  JCC's Subsidiaries  may convey, sell,  transfer, assign  or
    otherwise  dispose of assets  to, or merge with  or into, JCC  or any of its
    wholly owned Subsidiary Guarantors.
 
    All Net  Cash  Proceeds from  an  Event of  Loss  shall be  applied  to  the
restoration,  repair or replacement  of the asset so  affected or invested, used
for prepayment  of Senior  Debt, or  used to  repurchase Notes,  all within  the
period  and as otherwise provided above in  clauses 1(a) or 1(b)(i) of the first
paragraph of this covenant.
 
    In addition to the foregoing, JCC will  not, and will not permit any of  its
Subsidiaries to, directly or indirectly make any Asset Sale of any of the Equity
Interests  of any Subsidiary except pursuant to  an Asset Sale of all the Equity
Interests of such Subsidiary.
 
    Any Asset Sale Offer shall be  made in compliance with all applicable  laws,
rules, and regulations, including, if applicable, Regulation 14E of the Exchange
Act  and the rules  and regulations thereunder and  all other applicable Federal
and state securities laws.
 
    LIMITATION ON ASSET SWAPS
 
    The Indenture will provide that JCC and its Subsidiaries will not, and  will
not  permit  any  of  their Subsidiaries  to,  in  one or  a  series  of related
transactions, directly or indirectly, engage in any Asset Swaps, unless: (i)  at
the  time of entering  into the agreement  to swap assets  and immediately after
giving effect to the proposed Asset Swap,  no Default or Event of Default  shall
have  occurred and be continuing  or would occur as  a consequence thereof; (ii)
JCC would, after giving PRO FORMA effect  to the proposed Asset Swap, have  been
permitted  to incur  at least $1.00  of additional Indebtedness  pursuant to the
Leverage Ratio in the
 
                                       31

covenant "Limitation on Incurrence  of Additional Indebtedness and  Disqualified
Capital  Stock"; (iii)  the respective  fair market  values of  the assets being
purchased and sold  by JCC or  any of  its Subsidiaries (as  determined in  good
faith  by the management of JCC or, if such Asset Swap includes consideration in
excess of $2.5 million by the Board of Directors of JCC, as evidenced by a Board
Resolution) are  substantially  the  same  at the  time  of  entering  into  the
agreement  to  swap assets;  and (iv)  at the  time of  the consummation  of the
proposed Asset Swap,  the percentage  of any decline  in the  fair market  value
(determined  as aforesaid) of the asset or  assets being acquired by JCC and its
Subsidiaries shall  not be  significantly  greater than  the percentage  of  any
decline  in the fair market value (determined  as aforesaid) of the assets being
disposed of by JCC or its  Subsidiaries, calculated from the time the  agreement
to swap assets was entered into.
 
    LIMITATION ON TRANSACTIONS WITH AFFILIATES
 
    The Indenture will provide that neither JCC nor any of its Subsidiaries will
be  permitted  after  the Issue  Date  to  enter into  any  contract, agreement,
arrangement or transaction with any  Affiliate (an "Affiliate Transaction"),  or
any  series of  related Affiliate  Transactions, (other  than Exempted Affiliate
Transactions) (i)  unless it  is determined  that the  terms of  such  Affiliate
Transaction  are fair and reasonable  to JCC, and no  less favorable to JCC than
could have been  obtained in an  arm's length transaction  with a  non-Affiliate
and,  (ii) if involving consideration to either party in excess of $5.0 million,
unless  such  Affiliate  Transaction(s)  is   evidenced  by  (A)  an   Officers'
Certificate  addressed  and  delivered  to  the  Trustee  certifying  that  such
Affiliate Transaction (or Transactions) has been  approved by a majority of  the
members  of  the  Board of  Directors  of  JCC that  are  disinterested  in such
transaction or, (B) in the event there are no members of the Board of  Directors
of  JCC who  are disinterested  in such transaction,  then so  long as  JCC is a
wholly owned  subsidiary  of  Jacor,  an  Officers'  Certificate  addressed  and
delivered  to  the  Trustee  certifying  that  such  Affiliate  Transaction  (or
Transactions) have been approved by  a majority of the  members of the Board  of
Directors  of  Jacor that  are disinterested  in such  transaction and  (iii) if
involving consideration to either  party in excess of  $10.0 million, unless  in
addition  JCC, prior  to the consummation  thereof, obtains  a written favorable
opinion as to the fairness of such transaction to JCC from a financial point  of
view from an independent investment banking firm of national reputation.
 
    LIMITATION ON MERGER, SALE OR CONSOLIDATION
 
    The  Indenture  will  provide that  JCC  will not,  directly  or indirectly,
consolidate with or merge with or into another person or sell, lease, convey  or
transfer  all or  substantially all  of its  assets (computed  on a consolidated
basis), whether in a single transaction or a series of related transactions,  to
another  person or group of  affiliated persons or adopt  a Plan of Liquidation,
unless (i)  either  (a) JCC  is  the continuing  entity  or (b)  the  resulting,
surviving  or transferee entity  or, in the  case of a  Plan of Liquidation, the
entity which receives  the greatest  value from such  Plan of  Liquidation is  a
corporation  organized under the laws of the United States, any state thereof or
the District of Columbia and expressly assumes by supplemental indenture all  of
the  obligations of JCC in connection with  the Notes and the Indenture; (ii) no
Default or Event of Default shall exist or shall occur immediately after  giving
effect  on a PRO  FORMA basis to  such transaction; and  (iii) immediately after
giving effect  to  such transaction  on  a  PRO FORMA  basis,  the  consolidated
resulting,  surviving  or  transferee  entity  or, in  the  case  of  a  Plan of
Liquidation, the entity  which receives  the greatest  value from  such Plan  of
Liquidation would immediately thereafter be permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Leverage Ratio set forth in the covenant
described  under  "Limitation  on  Incurrence  of  Additional  Indebtedness  and
Disqualified Capital Stock."
 
    Upon any consolidation or merger or any transfer of all or substantially all
of the assets of JCC or consummation of a Plan of Liquidation in accordance with
the foregoing, the successor  corporation formed by  such consolidation or  into
which  JCC is merged or to which such transfer is made or, in the case of a Plan
of Liquidation, the entity which receives  the greatest value from such Plan  of
Liquidation  shall succeed  to, and be  substituted for, and  may exercise every
right and power  of, JCC under  the Indenture with  the same effect  as if  such
successor  corporation had been named therein as  JCC, and JCC shall be released
from the obligations under  the Notes and the  Indenture except with respect  to
any obligations that arise from, or are related to, such transaction.
 
                                       32

    For  purposes of the foregoing, the  transfer (by lease, assignment, sale or
otherwise) of all or substantially  all of the properties  and assets of one  or
more  Subsidiaries, JCC's interest in which constitutes all or substantially all
of the properties and assets of JCC shall be deemed to be the transfer of all or
substantially all of the properties and assets of JCC.
 
    LIMITATION ON LINES OF BUSINESS
 
    The Indenture will  provide that  neither JCC  nor any  of its  Subsidiaries
shall  directly or indirectly  engage to any  substantial extent in  any line or
lines of business activity other than that which is a Related Business.
 
    RESTRICTION ON SALE AND ISSUANCE OF SUBSIDIARY STOCK
 
    The Indenture will provide  that JCC and the  Guarantors will not sell,  and
will not permit any of their Subsidiaries to issue or sell, any Equity Interests
of  any  Subsidiary of  JCC  to any  person  other than  JCC  or a  wholly owned
Subsidiary of JCC, except  for Equity Interests with  no preferences or  special
rights or privileges and with no redemption or prepayment provisions.
 
   
    SUBSIDIARY GUARANTORS
    
 
   
    The  Indenture will  provide that  (i) all  present Subsidiaries  of JCC and
their Subsidiaries (other than the  Excluded Subsidiaries), and (ii) all  future
Subsidiaries   of  JCC   and  their   Subsidiaries  (other   than  the  Excluded
Subsidiaries), which are not  prohibited from becoming guarantors  by law or  by
the terms of any Acquired Indebtedness or any agreement (other than an agreement
entered  into  in  connection  with the  transaction  resulting  in  such person
becoming a Subsidiary of JCC or its Subsidiaries) to which such Subsidiary is  a
party,  jointly and severally, will guaranty irrevocably and unconditionally all
principal, premium, if any, and interest  on the Notes on a senior  subordinated
basis; PROVIDED, HOWEVER, that upon any change in the law, Acquired Indebtedness
or  any agreement  (whether by  expiration, termination  or otherwise)  which no
longer prohibits a Subsidiary of JCC from becoming a Subsidiary Guarantor,  such
Subsidiary shall immediately thereafter become a Subsidiary Guarantor; PROVIDED,
FURTHER, in the event that any Subsidiary of JCC or their Subsidiaries becomes a
guarantor  of any other Indebtedness of JCC or any of its Subsidiaries or any of
their Subsidiaries,  such  Subsidiary  shall  immediately  thereafter  become  a
Subsidiary Guarantor.
    
 
   
    All  subsidiaries  of JCC  (other than  the  Excluded Subsidiaries)  will be
subsidiary  Guarantors   if  required   by  the   covenant  "Future   Subsidiary
Guarantors."
    
 
    RELEASE OF GUARANTORS
 
    The Indenture will provide that no Guarantor shall consolidate or merge with
or  into (whether or not such Guarantor  is the surviving Person) another Person
unless (i) subject  to the  provisions of  the following  paragraph and  certain
other  provisions of the Indenture,  the Person formed by  or surviving any such
consolidation  or  merger  (if  other  than  such  Guarantor)  assumes  all  the
obligations  of  such Guarantor  pursuant to  a  supplemental indenture  in form
reasonably satisfactory  to the  Trustee, pursuant  to which  such Person  shall
unconditionally   guarantee,  on  a  senior  subordinated  basis,  all  of  such
Guarantor's obligations under such Guarantor's  guarantee, the Indenture on  the
terms  set forth in the Indenture; (ii) immediately before and immediately after
giving effect to such transaction on a  PRO FORMA basis, no Default or Event  of
Default  shall have occurred or be  continuing; and (iii) immediately after such
transaction, the surviving person  holds all permits  required for operation  of
the  business of, and  such entity is controlled  by a person  or entity (or has
retained a  person  or entity  which  is) experienced  in,  operating  broadcast
properties, or otherwise holds all Permits to operate its business.
 
    Upon  the sale or disposition (whether by merger, stock purchase, asset sale
or otherwise) of a Subsidiary Guarantor or all of its assets to an entity  which
is not a Subsidiary Guarantor, which transaction is otherwise in compliance with
the  Indenture (including,  without limitation,  the provisions  of the covenant
Limitations on Sale of Assets, and Subsidiary Stock), such Subsidiary  Guarantor
will  be deemed released from its obligations  under its Guarantee of the Notes;
PROVIDED, HOWEVER, that any such termination shall occur only to the extent that
all obligations of such Subsidiary Guarantor under all of its guarantees of, and
under all of its pledges of assets or other security interests which secure, any
Indebtedness of  JCC or  any other  Subsidiary shall  also terminate  upon  such
release, sale or transfer.
 
                                       33

    LIMITATION ON STATUS AS INVESTMENT COMPANY
 
    The  Indenture will prohibit JCC and its Subsidiaries from being required to
register as an "investment company" (as  that term is defined in the  Investment
Company  Act  of  1940,  as  amended), or  from  otherwise  becoming  subject to
regulation under the Investment Company Act.
 
REPORTS
 
    The Indenture  will provide  that for  so  long as  Jacor or  any  successor
thereto  is subject to the reporting requirements  of Section 13 or 15(d) of the
Exchange Act and JCC is a wholly owned subsidiary of Jacor, JCC shall deliver to
the Trustee and, to each Holder,  Jacor's annual and quarterly reports  pursuant
to Section 13
or  15(d) of the Exchange Act, within 15 days after such reports have been filed
with the  Commission; PROVIDED,  HOWEVER, in  the event  either (i)  Jacor or  a
successor  as set forth above is no longer subject to the reporting requirements
of Section 13 or  15(d) of the Exchange  Act or (ii) JCC  is no longer a  wholly
owned  subsidiary of Jacor or a successor as set forth above, the Indenture will
provide that whether  or not  JCC is subject  to the  reporting requirements  of
Section  13 or 15(d) of the Exchange Act,  JCC shall deliver to the Trustee and,
to each Holder,  within 15  days after  it is  or would  have been  (if it  were
subject   to  such  reporting  obligations)  required  to  file  such  with  the
Commission, annual and quarterly  financial statements substantially  equivalent
to  financial statements that would have been included in reports filed with the
Commission, if JCC were subject  to the requirements of  Section 13 or 15(d)  of
the  Exchange Act, including, with respect  to annual information only, a report
thereon by  JCC's certified  independent  public accountants  as such  would  be
required  in such reports to the Commission,  and, in each case, together with a
management's discussion  and  analysis of  financial  condition and  results  of
operations  which  would be  so required  and,  to the  extent permitted  by the
Exchange  Act  or  the  Commission  (if  it  were  subject  to  such   reporting
obligations),  file with the Commission the  annual, quarterly and other reports
which it is or would have been required to file with the Commission.
 
EVENTS OF DEFAULT AND REMEDIES
 
    The Indenture will define an Event of  Default as (i) the failure by JCC  to
pay  any installment of interest  on the Notes as and  when the same becomes due
and payable  and the  continuance of  any such  failure for  30 days,  (ii)  the
failure  by JCC to pay all or any part  of the principal, or premium, if any, on
the Notes when and as the same becomes due and payable at maturity,  redemption,
by  acceleration  or otherwise,  including, without  limitation, payment  of the
Change of Control Purchase  Price or the Asset  Sale Offer Price, or  otherwise,
(iii)  the  failure by  JCC or  any Guarantor  to observe  or perform  any other
covenant or agreement contained  in the Notes or  the Indenture and, subject  to
certain  exceptions, the  continuance of  such failure for  a period  of 60 days
after written notice is given to JCC by the Trustee or to JCC and the Trustee by
the Holders  of  at  least  25%  in aggregate  principal  amount  of  the  Notes
outstanding,  (iv) certain events of bankruptcy, insolvency or reorganization in
respect of JCC  or any of  its Significant  Subsidiaries, (v) a  default in  any
issue  of Indebtedness  of JCC  or any of  their Subsidiaries  with an aggregate
principal amount in excess of $5.0 million (a) resulting from the failure to pay
principal at final maturity  or (b) as  a result of which  the maturity of  such
Indebtedness  has been accelerated prior to  its stated maturity, and (vi) final
unsatisfied judgments not  covered by  insurance aggregating in  excess of  $5.0
million, at any one time rendered against JCC or any of its Subsidiaries and not
stayed,  bonded or discharged within  60 days. The Indenture  provides that if a
Default occurs and  is continuing, the  Trustee must, within  90 days after  the
occurrence of such Default, give to the Holders notice of such Default.
 
    If  an Event  of Default occurs  and is  continuing (other than  an Event of
Default specified in  clause (iv),  above, relating  to JCC  or any  Significant
Subsidiary,)  then in every such case, unless  the principal of all of the Notes
shall have already become due and payable, either the Trustee or the Holders  of
25%  in aggregate  principal amount  of the  Notes at  the time  outstanding, by
notice in  writing  to  JCC  (and  to the  Trustee  if  given  by  Holders)  (an
"Acceleration  Notice"),  may declare  all  principal, determined  as  set forth
below, and accrued interest thereon to be due and payable immediately; provided,
however, that if any Senior Debt is outstanding pursuant to the Credit  Facility
upon  a declaration of  such acceleration, such principal  and interest shall be
due and payable upon the earlier of (x) the third Business Day after the sending
to JCC  and the  Representative of  such written  notice, unless  such Event  of
Default  is cured or waived prior to such  date and (y) the date of acceleration
of any Senior  Debt under the  Credit Facility.  In the event  a declaration  of
acceleration  resulting from an  Event of Default described  in clause (v) above
has occurred and is continuing,
 
                                       34

such declaration of acceleration shall be automatically annulled if such default
is cured or waived or  the holders of the Indebtedness  which is the subject  of
such default have rescinded their declaration of acceleration in respect of such
Indebtedness  within  five days  thereof and  the  Trustee has  received written
notice of  such  cure,  waiver or  rescission  and  no other  Event  of  Default
described  in clause (v)  above has occurred  that has not  been cured or waived
within five days  of the  declaration of such  acceleration in  respect of  such
Indebtedness.  If an Event of Default  specified in clause (iv), above, relating
to JCC or any Significant Subsidiary occurs, all principal and accrued  interest
thereon will be immediately due and payable on all outstanding Notes without any
declaration or other act on the part of Trustee or the Holders. The Holders of a
majority  in  aggregate  principal  amount of  Notes  at  the  time outstanding,
generally are authorized to rescind such acceleration if all existing Events  of
Default,  other than the non-payment  of the principal of,  premium, if any, and
interest on the  Notes which  have become due  solely by  such acceleration  and
except  on  default  with respect  to  any provision  requiring  a supermajority
approval to amend, which default may only be waived by such a supermajority, and
have been cured or waived.
 
    Prior to the declaration of acceleration  of the maturity of the Notes,  the
Holders  of a majority  in aggregate principal  amount of the  Notes at the time
outstanding may  waive on  behalf of  all  the Holders  any default,  except  on
default  with respect  to any  provision requiring  a supermajority  approval to
amend, which default may only  be waived by such  a supermajority, and except  a
default  in the payment of principal of or interest on any Note not yet cured or
a default with respect to any covenant or provision which cannot be modified  or
amended  without the  consent of the  Holder of each  outstanding Note affected.
Subject to  the  provisions of  the  Indenture relating  to  the duties  of  the
Trustee,  the Trustee will be under no  obligation to exercise any of its rights
or powers under the Indenture at the  request, order or direction of any of  the
Holders,  unless such Holders have offered to the Trustee reasonable security or
indemnity. Subject to all  provisions of the Indenture  and applicable law,  the
Holders  of a majority  in aggregate principal  amount of the  Notes at the time
outstanding will  have  the  right to  direct  the  time, method  and  place  of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee.
 
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
 
    The  Indenture will provide that JCC may, at its option, elect to have their
obligations and the obligations of the Guarantors discharged with respect to the
outstanding Notes ("Legal  Defeasance"). Such  Legal Defeasance  means that  JCC
shall be deemed to have paid and discharged the entire indebtedness represented,
and  the Indenture  shall cease to  be of  further effect as  to all outstanding
Notes and Guarantees, except as to (i) rights of Holders to receive payments  in
respect  of the principal of,  premium, if any, and  interest on such Notes when
such payments are due from the trust funds; (ii) JCC's obligations with  respect
to  such  Notes  concerning  issuing  temporary  Notes,  registration  of Notes,
mutilated, destroyed, lost or stolen Notes, and the maintenance of an office  or
agency  for payment  and money  for security payments  held in  trust; (iii) the
rights, powers,  trust,  duties,  and  immunities  of  the  Trustee,  and  JCC's
obligations in connection therewith; and (iv) the Legal Defeasance provisions of
the  Indenture. In addition,  JCC may, at its  option and at  any time, elect to
have the obligations of JCC and the Guarantors released with respect to  certain
covenants  that  are  described  in the  Indenture  ("Covenant  Defeasance") and
thereafter any omission to comply with  such obligations shall not constitute  a
Default  or Event of  Default with respect  to the Notes.  In the event Covenant
Defeasance  occurs,  certain  events  (not  including  non-payment,  bankruptcy,
receivership,  rehabilitation and insolvency events)  described under "Events of
Default" will  no longer  constitute an  Event of  Default with  respect to  the
Notes.
 
    In order to exercise either Legal Defeasance or Covenant Defeasance, (i) JCC
must  irrevocably deposit  with the  Trustee, in trust,  for the  benefit of the
Holders of  the Notes,  U.S.  legal tender,  U.S.  Government Obligations  or  a
combination  thereof, in such amounts as will be sufficient, in the opinion of a
nationally recognized  firm  of  independent  public  accountants,  to  pay  the
principal of, premium, if any, and interest on such Notes on the stated date for
payment  thereof or on the  redemption date of such  principal or installment of
principal of, premium, if  any, or interest  on such Notes,  and the Holders  of
Notes  must have a valid, perfected,  exclusive security interest in such trust;
(ii) in  the case  of the  Legal Defeasance,  JCC shall  have delivered  to  the
Trustee  an opinion  of counsel  in the  United States  reasonably acceptable to
Trustee confirming that (A) JCC has  received from, or there has been  published
by the Internal Revenue Service, a
 
                                       35

ruling  or (B) since the date  of the Indenture, there has  been a change in the
applicable federal income tax law, in either case to the effect that, and  based
thereon  such opinion of counsel  shall confirm that, the  Holders of such Notes
will not recognize income,  gain or loss  for federal income  tax purposes as  a
result of such Legal Defeasance and will be subject to federal income tax on the
same  amounts, in the same manner  and at the same times  as would have been the
case if such Legal Defeasance  had not occurred; (iii)  in the case of  Covenant
Defeasance, JCC shall have delivered to the Trustee an opinion of counsel in the
United  States reasonably acceptable to such Trustee confirming that the Holders
of such Notes 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; (iv) no
Default or Event of Default shall have occurred and be continuing on the date of
such deposit  or insofar  as Events  of Default  from bankruptcy  or  insolvency
events are concerned, at any time in the period ending on the 91st day after the
date  of deposit;  (v) such  Legal Defeasance  or Covenant  Defeasance shall not
result in a breach or violation of, or constitute a default under the  Indenture
or  any  other material  agreement  or instrument  to which  JCC  or any  of its
Subsidiaries is a party  or by which  JCC or any of  its Subsidiaries is  bound;
(vi)  JCC shall have  delivered to the Trustee  an Officers' Certificate stating
that the deposit was not made by  JCC with the intent of preferring the  holders
of  such Notes over any other creditors of  JCC or with the intent of defeating,
hindering, delaying or  defrauding any  other creditors  of JCC  or others;  and
(vii)  JCC shall have delivered  to the Trustee an  Officers' Certificate and an
opinion of counsel, each stating that the conditions precedent provided for  in,
in  the case of the officers' certificate, (i)  through (vi) and, in the case of
the opinion  of  counsel,  clauses  (i),  (with  respect  to  the  validity  and
perfection  of the security interest) (ii), (iii) and (v) of this paragraph have
been complied with.
 
    JCC shall deliver to the Trustee  any required consent of the lenders  under
the  Credit Facility to such defeasance or  covenant defeasance, as the case may
be.
 
AMENDMENTS AND SUPPLEMENTS
 
    The Indenture will contain provisions permitting JCC, the Guarantors and the
Trustee to  enter into  a supplemental  indenture for  certain limited  purposes
without  the consent of the Holders. With the consent of the Holders of not less
than a  majority  in  aggregate  principal  amount of  the  Notes  at  the  time
outstanding,  JCC,  the Guarantors  and the  Trustee are  permitted to  amend or
supplement the Indenture or any supplemental  indenture or modify the rights  of
the  Holders;  provided that  no such  modification may  without the  consent of
holders of at  least 75%  in aggregate  principal amount  of Notes  at the  time
outstanding, modify the provisions (including the defined terms used therein) of
the  covenant "Repurchase of Notes at the Option  of the Holder upon a Change of
Control" in  a  manner  adverse  to  the Holders  and  provided,  that  no  such
modification  may,  without the  consent of  each  Holder affected  thereby: (i)
change the Stated Maturity on any  Note, or reduce the principal amount  thereof
or  the rate (or extend the time for payment) of interest thereon or any premium
payable upon the redemption  thereof, or change the  place of payment where,  or
the  coin or currency in which, any Note  or any premium or the interest thereon
is payable, or impair  the right to  institute suit for  the enforcement of  any
such  payment  on or  after  the Stated  Maturity thereof  (or,  in the  case of
redemption, on or after  the Redemption Date), or  reduce the Change of  Control
Purchase  Price, the JCC Purchase  Price or the Asset  Sale Offer Price or alter
the provisions (including the defined terms used therein) regarding the right of
JCC to redeem the Notes in a manner  adverse to the Holders, or (ii) reduce  the
percentage  in principal amount  of the outstanding Notes,  the consent of whose
Holders is required  for any  such amendment, supplemental  indenture or  waiver
provided  for in the  Indenture, or (iii)  modify any of  the waiver provisions,
except to increase  any required  percentage or  to provide  that certain  other
provisions  of the Indenture cannot be modified or waived without the consent of
the Holder of each outstanding Note affected thereby. The Indenture will contain
a provision that the  subordination provisions may not  be amended, modified  or
waived in a manner adverse to the holders of the Senior Debt without the consent
of  the Representative  on behalf  of the  Required Lenders  (as defined  in the
Credit Facility) under the Credit Facility.
 
                                       36

NO PERSONAL LIABILITY OF STOCKHOLDERS, OFFICERS, DIRECTORS
 
    The Indenture will provide that no direct or indirect stockholder, employee,
officer or director, as such, past, present or future of JCC, the Guarantors  or
any  successor  entity  shall have  any  personal  liability in  respect  of the
obligations of JCC or the Guarantors under the Indenture or the Notes by  reason
of his or its status as such stockholder, employee, officer or director.
 
CERTAIN DEFINITIONS
 
    "ACQUIRED  INDEBTEDNESS" means Indebtedness or Disqualified Capital Stock of
any person  existing  at the  time  such person  becomes  a Subsidiary  of  JCC,
including  by designation, or is  merged or consolidated into  or with either of
JCC or  one  of its  Subsidiaries;  PROVIDED,  that such  Indebtedness  was  not
incurred in anticipation of, or in connection with, and was outstanding prior to
such person becoming a Subsidiary of JCC.
 
    "ACQUISITION"  means  the purchase  or other  acquisition  of any  person or
substantially all  the assets  of any  person by  any other  person, whether  by
purchase,  merger,  consolidation, or  other transfer,  and  whether or  not for
consideration.
 
    "AFFILIATE"  means  any  person   directly  or  indirectly  controlling   or
controlled  by or under direct or indirect common control with JCC. For purposes
of this definition, the term "control" means the power to direct the  management
and  policies  of a  person,  directly or  through  one or  more intermediaries,
whether through the ownership of  voting securities, by contract, or  otherwise,
PROVIDED,  THAT, a  Beneficial Owner of  10% or  more of the  total voting power
normally entitled to vote in the election of directors, managers or trustees, as
applicable, shall for such purposes be deemed to constitute control.
 
    "ASSET SWAP" means the execution of a definitive agreement, subject only  to
regulatory  approval and  other customary closing  conditions, that  JCC in good
faith believes will be  satisfied, for a  substantially concurrent purchase  and
sale,  or exchange, of Productive Assets between  JCC or any of its 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.
 
    "AVERAGE LIFE" means, as of the  date of determination, with respect to  any
security or instrument, the quotient obtained by dividing (i) the sum of (a) the
product  of the number  of years from the  date of determination  to the date or
dates of each  successive scheduled  principal (or redemption)  payment of  such
security  or instrument and (b) the amount of each such respective principal (or
redemption) payment  by (ii)  the  sum of  all  such principal  (or  redemption)
payments.
 
    "BENEFICIAL  OWNER" or "BENEFICIAL OWNER" for  purposes of the definition of
Change of Control  has the meaning  attributed to  it in Rules  13d-3 and  13d-5
under  the  Exchange  Act (as  in  effect on  the  Issue Date),  whether  or not
applicable,  except  that  a  "person"  shall  be  deemed  to  have  "beneficial
ownership"  of all shares that any such person has the right to acquire, whether
such right is exercisable immediately or only after the passage of time.
 
    "BOARD RESOLUTION"  means,  with  respect  to any  person,  a  duly  adopted
resolution  of the Board of Directors of such or the executive committee of such
Board of Directors of such person.
 
    "BUSINESS DAY" means  each Monday, Tuesday,  Wednesday, Thursday and  Friday
which  is not  a day  on which banking  institutions in  New York,  New York are
authorized or obligated by law or executive order to close.
 
    "CAPITAL STOCK" means, with respect to any corporation, any and all  shares,
interests,   rights  to   purchase  (other  than   convertible  or  exchangeable
Indebtedness), warrants,  options, participations  or  other equivalents  of  or
interests (however designated) in stock issued by that corporation.
 
    "CASH  EQUIVALENT" means (i) securities  issued directly or fully guaranteed
or insured by  the United  States of America  or any  agency or  instrumentality
thereof (provided that the full faith and credit of the United States of America
is pledged in support thereof) or (ii) time deposits and certificates of deposit
with,  and commercial  paper issued by  the parent corporation  of, any domestic
commercial bank of recognized standing having  capital and surplus in excess  of
$500.0    million    and    commercial   paper    issued    by    others   rated
 
                                       37

at least A-2 or the  equivalent thereof by Standard  & Poor's Corporation or  at
least  P-2 or the equivalent  thereof by Moody's Investors  Service, Inc. and in
each case maturing within one year after the date of acquisition.
 
    "CITICO" means  Citicasters Co.,  an  Ohio corporation  and a  wholly  owned
subsidiary of JCC.
 
    "CONSOLIDATED EBITDA" means, with respect to any person, for any period, the
Consolidated  Net Income of such person for  such period adjusted to add thereto
(to the  extent  deducted from  net  revenues in  determining  Consolidated  Net
Income),  without duplication, the  sum of (i)  Consolidated income tax expense,
(ii)  Consolidated  depreciation   and  amortization   expense,  provided   that
consolidated  depreciation and amortization of a  Subsidiary that is a less than
wholly owned Subsidiary shall only be added to the extent of the equity interest
of JCC in such Subsidiary,  (iii) other noncash charges (including  amortization
of  goodwill and other  intangibles), (iv) Consolidated  Fixed Charges, and less
the amount of all cash payments made  by such person or any of its  Subsidiaries
during  such period to the extent such  payments relate to non-cash charges that
were added back in determining Consolidated EBITDA for such period or any  prior
period.
 
    "CONSOLIDATED  FIXED  CHARGES"  of any  person  means, for  any  period, the
aggregate amount (without duplication and determined in each case in  accordance
with  GAAP) of (a) interest expensed or capitalized, paid, accrued, or scheduled
to be paid  or accrued (including,  in accordance with  the following  sentence,
interest  attributable to Capitalized Lease Obligations)  of such person and its
Consolidated Subsidiaries  during  such  period, including  (i)  original  issue
discount  and non-cash interest  payments or accruals  on any Indebtedness, (ii)
the interest  portion  of  all  deferred  payment  obligations,  and  (iii)  all
commissions,  discounts and other fees and charges owed with respect to bankers'
acceptances and letters of credit financings and currency and Interest Swap  and
Hedging Obligations, in each case to the extent attributable to such period, and
(b) the amount of dividends accrued or payable (or guaranteed) by such person or
any  of its Consolidated Subsidiaries in  respect of Preferred Stock (other than
by Subsidiaries of  such person  to such person  or such  person's wholly  owned
Subsidiaries).  For purposes of  this definition, (x)  interest on a Capitalized
Lease Obligation  shall be  deemed  to accrue  at  an interest  rate  reasonably
determined  by JCC to be the rate of interest implicit in such Capitalized Lease
Obligation in accordance with GAAP and (y) interest expense attributable to  any
Indebtedness  represented by the guaranty by such person or a Subsidiary of such
person of an obligation  of another person  shall be deemed  to be the  interest
expense attributable to the Indebtedness guaranteed.
 
    "CONSOLIDATED  NET INCOME" means, with respect to any person for any period,
the net  income (or  loss)  of such  person  and its  Consolidated  Subsidiaries
(determined  on a consolidated  basis in accordance with  GAAP) for such period,
adjusted to exclude (only  to the extent included  in computing such net  income
(or  loss) and without  duplication): (a) all  gains or losses  which are either
noncash or extraordinary (as determined in  accordance with GAAP) or are  either
unusual  or nonrecurring (including any gain  from the sale or other disposition
of assets outside the ordinary course of  business or from the issuance or  sale
of  any capital stock),  (b) the net  income, if positive,  of any person, other
than a wholly owned Consolidated Subsidiary, in which such person or any of  its
Consolidated Subsidiaries has an interest, except to the extent of the amount of
any  dividends or distributions actually paid in cash to such person or a wholly
owned Consolidated Subsidiary of such person during such period, but in any case
not in excess of such  person's PRO RATA share of  such person's net income  for
such  period, (c) the net income or loss  of any person acquired in a pooling of
interests transaction for any period prior to the date of such acquisition,  (d)
the  net income, if positive, of  any of such person's Consolidated Subsidiaries
to  the  extent  that  the  declaration  or  payment  of  dividends  or  similar
distributions  is not  at the time  permitted by  operation of the  terms of its
charter or bylaws or any  other agreement, instrument, judgment, decree,  order,
statute,  rule  or  governmental  regulation  applicable  to  such  Consolidated
Subsidiary.
 
    "CONSOLIDATED SUBSIDIARY" means,  for any  person, each  Subsidiary of  such
person  (whether now  existing or hereafter  created or  acquired) the financial
statements of which are consolidated for financial statement reporting  purposes
with the financial statements of such person in accordance with GAAP.
 
    "CREDIT  FACILITY" means the Credit Agreement dated  as of June 12, 1996, as
amended, by  and among  The Chase  Manhattan  Bank (as  successor by  merger  to
Chemical Bank), as Administrative Agent, Banque
 
                                       38

Paribas,  as Documentation Agent, and Bank  of America, Illinois, as Syndication
Agent, certain financial institutions from  time to time thereto, including  any
related notes, guarantees, collateral documents, instruments, letters of credit,
reimbursement  obligations  and other  agreements executed  by  JCC, any  of its
Subsidiaries and/or Jacor  in connection therewith  (collectively, the  "Related
Documents"),  as such Credit Agreement and/or  Related Documents may be amended,
restated, supplemented, renewed,  replaced or  otherwise modified  from time  to
time  whether or  not with  the same  agent, trustee,  representative lenders or
holders,  and,  subject  to  the  proviso  to  the  next  succeeding   sentence,
irrespective  of  any  changes  in the  terms  and  conditions  thereof. Without
limiting the  generality of  the  foregoing, the  term "Credit  Facility"  shall
include  agreements in  respect of  Interest Swap  and Hedging  Obligations with
lenders party  to the  Credit Facility  and shall  also include  any  amendment,
amendment  and  restatement,  renewal, extension,  restructuring,  supplement or
modification in whole  or in  part to any  Credit Facility  and all  refundings,
refinancings  and  replacements in  whole  or in  part  of any  Credit Facility,
including, without limitation,  any agreement  or agreements  (i) extending  the
maturity  of any Indebtedness incurred  thereunder or contemplated thereby, (ii)
adding or  deleting borrowers  or guarantors  thereunder, (iii)  increasing  the
amount   of  Indebtedness  incurred  thereunder  or  available  to  be  borrowed
thereunder, PROVIDED that on the date such Indebtedness is incurred it would  be
permitted  by paragraph (f)  under the definition  of Permitted Indebtedness, or
(iv) otherwise altering the terms and conditions thereof.
 
    "DISQUALIFIED CAPITAL STOCK"  means (a)  except as  set forth  in (b),  with
respect  to any person, Equity Interests of such person that, by its terms or by
the terms  of  any  security  into  which  it  is  convertible,  exercisable  or
exchangeable, is, or upon the happening of an event or the passage of time would
be,  required to  be redeemed  or repurchased  (including at  the option  of the
holder thereof) by such person or any of its Subsidiaries, in whole or in  part,
on  or prior to  the Stated Maturity of  the Notes, and (b)  with respect to any
Subsidiary of such person (including with respect to any Subsidiary of JCC), any
Equity Interests other than any common equity with no preference, privileges, or
redemption or repayment provisions.
 
    "EQUITY INTEREST" of any person means any shares, interests,  participations
or  other equivalents (however designated) in such person's equity, and shall in
any event include any Capital Stock issued by, or partnership interests in, such
person.
 
    "EVENT OF LOSS" means, with respect to any property or asset, any (i)  loss,
destruction  or  damage of  such  property or  asset  or (ii)  any condemnation,
seizure or taking, by exercise of the  power of eminent domain or otherwise,  of
such  property  or asset,  or confiscation  or  requisition of  the use  of such
property or asset.
 
    "EXCLUDED PERSON" means Zell/Chilmark Fund  L.P. and all Related Persons  of
such person.
 
   
    "EXCLUDED SUBSIDIARY" means each of Jacor National Corp., WIBX Incorporated,
Marathon  Communications, Inc. and  Jacor Broadcasting of  Idaho, Inc., an Idaho
corporation.
    
 
    "EXEMPTED AFFILIATE TRANSACTION" means  (a) customary employee  compensation
arrangements  approved by  a majority of  independent (as  to such transactions)
members of the  Board of  Directors of JCC,  (b) dividends  permitted under  the
terms  of the covenant discussed above under "Limitation on Restricted Payments"
above and payable, in  form and amount, on  a pro rata basis  to all holders  of
Common Stock of Jacor, (c) transactions solely between JCC and any of its wholly
owned  Subsidiaries or  solely among wholly  owned Subsidiaries of  JCC, and (d)
payments to  Zell/Chilmark  Fund  L.P.  or its  Affiliates  for  reasonable  and
customary  fees  and  expenses  for financial  advisory  and  investment banking
services provided to Jacor and JCC, and (e) payments to Jacor made in accordance
with the Tax Sharing Agreement.
 
    "FUTURE SUBSIDIARY GUARANTOR"  means future  Subsidiaries of  JCC and  their
Subsidiaries  (other than the  Excluded Subsidiaries), which  are not prohibited
from becoming guarantors by law or by the terms of any Acquired Indebtedness  or
any  agreement  (other than  an agreement  entered into  in connection  with the
transaction resulting  in  such person  becoming  a  Subsidiary of  JCC  or  its
Subsidiaries) to which such Subsidiary is a party.
 
                                       39

    "GAAP"  means  United States  generally  accepted accounting  principles set
forth in the opinions and pronouncements  of the Accounting Principles Board  of
the  American  Institute  of  Certified Public  Accountants  and  statements and
pronouncements of  the Financial  Accounting Standards  Board or  in such  other
statements  by such  other entity  as approved by  a significant  segment of the
accounting profession as in effect on the Issue Date unless otherwise specified.
 
    "INDEBTEDNESS" of any person means, without duplication, (a) all liabilities
and obligations, contingent or otherwise, of such any person, (i) in respect  of
borrowed money (whether or not the recourse of the lender is to the whole of the
assets  of such person or  only to a portion  thereof), (ii) evidenced by bonds,
notes,  debentures  or  similar  instruments,  (iii)  representing  the  balance
deferred  and unpaid of the  purchase price of any  property or services, except
those incurred in  the ordinary  course of  its business  that would  constitute
ordinarily  a  trade  payable to  trade  creditors, (iv)  evidenced  by bankers'
acceptances or similar instruments issued or accepted by banks, (v) relating  to
any  Capitalized Lease Obligation, or (vi) evidenced  by a letter of credit or a
reimbursement obligation of such  person with respect to  any letter of  credit;
(b)  all  net  obligations  of  such  person  under  Interest  Swap  and Hedging
Obligations; (c) all liabilities and obligations of others of the kind described
in the preceding clause (a)  or (b) that such person  has guaranteed or that  is
otherwise  its legal liability or which are secured by any assets or property of
such person  and all  obligations  to purchase,  redeem  or acquire  any  Equity
Interests;  and (d) all Disqualified Capital Stock of such person (valued at the
greater of  its voluntary  or involuntary  maximum fixed  repurchase price  plus
accrued   and  unpaid  dividends).  For  purposes  hereof,  the  "maximum  fixed
repurchase price" of any Disqualified Capital Stock which does not have a  fixed
repurchase  price  shall be  calculated  in accordance  with  the terms  of such
Disqualified Capital Stock as if such Disqualified Capital Stock were  purchased
on any date on which Indebtedness shall be required to be determined pursuant to
the  Indenture, and if such price is based upon, or measured by, the Fair Market
Value of  such  Disqualified  Capital  Stock,  such  Fair  Market  Value  to  be
determined  in good faith by  the board of directors  of the issuer (or managing
general partner of the issuer) of such Disqualified Capital Stock.
 
    "INTEREST SWAP AND HEDGING  OBLIGATION" means any  obligation of any  person
pursuant  to  any interest  rate swap  agreement,  interest rate  cap agreement,
interest rate  collar  agreement,  interest rate  exchange  agreement,  currency
exchange  agreement or  any other agreement  or arrangement  designed to protect
against fluctuations in  interest rates or  currency values, including,  without
limitation,  any  arrangement whereby,  directly or  indirectly, such  person is
entitled to receive from time to  time periodic payments calculated by  applying
either  a fixed  or floating  rate of  interest on  a stated  notional amount in
exchange for periodic  payments made  by such  person calculated  by applying  a
fixed or floating rate of interest on the same notional amount.
 
    "INVESTMENT"  by any person in any  other person means (without duplication)
(a) the acquisition (whether by purchase, merger, consolidation or otherwise) by
such person (whether for cash,  property, services, securities or otherwise)  of
capital   stock,  bonds,  notes,  debentures,  partnership  or  other  ownership
interests or other securities, including any options or warrants, of such  other
person  or any agreement  to make any  such acquisition; (b)  the making by such
person of any deposit with,  or advance, loan or  other extension of credit  to,
such  other  person  (including the  purchase  of property  from  another person
subject to an  understanding or  agreement, contingent or  otherwise, to  resell
such  property to such other person) or any commitment to make any such advance,
loan or extension (but excluding accounts receivable or deposits arising in  the
ordinary  course of business); (c) other  than guarantees of Indebtedness of JCC
or any  Guarantor  to  the  extent permitted  by  the  covenant  "Limitation  on
Incurrence  of Additional  Indebtedness and  Disqualified Capital  Stock" or the
definition of Permitted Indebtedness,  the entering into by  such person of  any
guarantee  of, or other credit support or contingent obligation with respect to,
Indebtedness or other liability of such other person (other than the endorsement
of instruments for deposit  or collection in the  ordinary course of  business);
and  (d) the  making of any  capital contribution  by such person  to such other
person.
 
    "ISSUE DATE"  means  the date  of  first issuance  of  the Notes  under  the
Indenture.
 
    "JUNIOR  SECURITY" means any Qualified Capital Stock and any Indebtedness of
JCC or a Guarantor, as applicable, that  is subordinated in right of payment  to
Senior    Debt   at   least    to   the   same   extent    as   the   Notes   or
 
                                       40

the Guarantees, as  applicable, and  has no scheduled  installment of  principal
due, by redemption, sinking fund payment or otherwise, on or prior to the Stated
Maturity of the Notes; PROVIDED, that in the case of subordination in respect of
Senior  Debt  under  the  Credit  Facility,  "Junior  Security"  shall  mean any
Qualified Capital  Stock and  any  Indebtedness of  JCC  or the  Guarantors,  as
applicable,  that  (i)  has a  final  maturity  date occurring  after  the final
maturity date of, all Senior Debt  outstanding under the Credit Facility on  the
date  of  issuance of  such  Qualified Capital  Stock  or Indebtedness,  (ii) is
unsecured, (iii) has  an Average Life  longer than the  security for which  such
Qualified  Capital Stock or  Indebtedness is being exchanged,  and (iv) by their
terms or by  law are subordinated  to Senior Debt  outstanding under the  Credit
Facility on the date of issuance of such Qualified Capital Stock or Indebtedness
at least to the same extent as the Notes.
 
    "LEVERAGE   RATIO"  of  any  person  on   any  date  of  determination  (the
"Transaction Date") means the ratio, on a PRO FORMA basis, of (a) the sum of the
aggregate outstanding amount of Indebtedness  and Disqualified Capital Stock  of
such person and its Subsidiaries as of the date of calculation on a consolidated
basis in accordance with GAAP to (b) the aggregate amount of Consolidated EBITDA
of  such person attributable to  continuing operations and businesses (exclusive
of amounts attributable to operations and businesses permanently discontinued or
disposed of)  for the  Reference Period;  PROVIDED, that  for purposes  of  such
calculation,  (i)  Acquisitions which  occurred during  the Reference  Period or
subsequent to the Reference Period and on or prior to the Transaction Date shall
be assumed to  have occurred  on the  first day  of the  Reference Period,  (ii)
transactions  giving rise to the  need to calculate the  Leverage Ratio shall be
assumed to have occurred  on the first  day of the  Reference Period, (iii)  the
incurrence  of any  Indebtedness or issuance  of any  Disqualified Capital Stock
during the Reference  Period or  subsequent to the  Reference Period  and on  or
prior  to the Transaction Date (and the application of the proceeds therefrom to
the extent used to refinance or  retire other Indebtedness) shall be assumed  to
have  occurred  on  the  first  day  of  such  Reference  Period,  and  (iv) the
Consolidated Fixed  Charges  of such  person  attributable to  interest  on  any
Indebtedness  or dividends on any Disqualified  Capital Stock bearing a floating
interest (or dividend) rate  shall be computed  on a PRO FORMA  basis as if  the
average  rate  in effect  from  the beginning  of  the Reference  Period  to the
Transaction Date had been the applicable rate for the entire period, unless such
person or any  of its Subsidiaries  is a party  to an Interest  Swap or  Hedging
Obligation  (which shall  remain in effect  for the  12-month period immediately
following the Transaction Date) that has the effect of fixing the interest  rate
on  the date of computation,  in which case such  rate (whether higher or lower)
shall be used.
 
    "LIEN" means any  mortgage, charge, pledge,  lien (statutory or  otherwise),
privilege,  security interest, or other encumbrance  upon or with respect to any
property of  any kind,  real or  personal, movable  or immovable,  now owned  or
hereafter acquired.
 
    "NET  CASH PROCEEDS" means the aggregate  amount of cash or Cash Equivalents
received by JCC in the case of a sale of Qualified Capital Stock and by JCC  and
its  Subsidiaries in respect of an  Asset Sale or an Event  of Loss plus, in the
case of  an  issuance of  Qualified  Capital Stock  of  JCC upon  any  exercise,
exchange  or conversion of  securities (including options,  warrants, rights and
convertible or exchangeable debt) of JCC that  were issued for cash on or  after
the  Issue Date, the amount of cash originally received by JCC upon the issuance
of such  securities  (including options,  warrants,  rights and  convertible  or
exchangeable  debt)  less,  in  each  case,  the  sum  of  all  payments,  fees,
commissions and (in the case of Asset Sales, reasonable and customary), expenses
(including, without  limitation, the  fees  and expenses  of legal  counsel  and
investment  banking fees  and expenses) incurred  in connection  with such Asset
Sale, Event of Loss or sale of Qualified  Capital Stock, and, in the case of  an
Asset  Sale only, less an amount (estimated  reasonably and in good faith by JCC
or the amount  actually incurred, if  greater) of income,  franchise, sales  and
other  applicable taxes required to be paid by JCC or any of its Subsidiaries in
connection with such Asset Sale.
 
    "OBLIGATION" means any principal, premium  or interest payment, or  monetary
penalty, or damages, due by JCC or any Guarantor under the terms of the Notes or
the Indenture.
 
    "PERMITTED INDEBTEDNESS" means any of the following:
 
    (a)  JCC and  its Subsidiaries may  incur Indebtedness solely  in respect of
bankers acceptances, letters of credit and performance bonds (to the extent that
such incurrence does not result in the incurrence of any obligation to repay any
obligation relating to borrowed money of others), all in the ordinary course  of
business in accordance with customary industry practices, in amounts and for the
purposes customary in
 
                                       41

JCC's  industry; PROVIDED,  that the  aggregate principal  amount outstanding of
such Indebtedness (including  any Indebtedness  issued to  refinance, refund  or
replace such Indebtedness) shall at no time exceed $5.0 million;
 
    (b) JCC may incur Indebtedness to any wholly owned Subsidiary Guarantor, and
any wholly owned Subsidiary Guarantor may incur Indebtedness to any other wholly
owned Subsidiary Guarantor or to JCC; PROVIDED, that in the case of Indebtedness
of  JCC, such obligations shall be unsecured and subordinated in all respects to
JCC's obligations pursuant to the  Notes and the date  of any event that  causes
such  Subsidiary Guarantor to no longer be a wholly owned Subsidiary shall be an
Incurrence Date;
 
    (c) JCC and the Guarantors may incur Indebtedness evidenced by the Notes and
the Guarantees and  represented by  the Indenture  up to  the amounts  specified
therein as of the date thereof;
 
    (d)   JCC  and  the   Guarantors,  as  applicable,   may  incur  Refinancing
Indebtedness with respect to any Indebtedness or Disqualified Capital Stock,  as
applicable,  which Indebtedness was  incurred pursuant to  the Leverage Ratio in
the  covenant   described  under   "Limitation  on   Incurrence  of   Additional
Indebtedness and Disqualified Capital Stock" or clause (c) of this definition;
 
    (e)  JCC and its Subsidiaries may  incur Indebtedness in an aggregate amount
outstanding at  any  time  (including  any  Indebtedness  issued  to  refinance,
replace, or refund such Indebtedness) of up to $5.0 million;
 
    (f)  JCC and the Guarantors may  incur Indebtedness incurred pursuant to the
Credit Facility up to an  aggregate principal amount outstanding (including  any
Indebtedness  issued to refinance, refund or  replace such Indebtedness in whole
or in part) at any time of $600.0 million, plus accrued interest and  additional
expense  and reimbursement obligations with  respect thereto and such additional
amounts as may  be deemed to  be outstanding in  the form of  Interest Swap  and
Hedging  Obligations with lenders party to the Credit Facility, minus the amount
of any such Indebtedness retired with Net Cash Proceeds from any Asset Sale;
 
    (g) JCC and the Subsidiary Guarantors may incur Indebtedness under  Interest
Swap  and  Hedging Obligations  that  do not  increase  the Indebtedness  of the
Company other than as a result  of fluctuations in interest or foreign  currency
exchange  rates provided  that such  Interest Swap  and Hedging  Obligations are
incurred for the purpose of providing  interest rate protection with respect  to
Indebtedness  permitted  under the  Indenture  or to  provide  currency exchange
protection in connection with revenues  generated in currencies other than  U.S.
dollars;
 
    (h)  Subsidiaries may incur Acquired Indebtedness if JCC at the time of such
incurrence could incur such Indebtedness pursuant  to the Leverage Ratio in  the
covenant  "Limitation on Incurrence of  Additional Indebtedness and Disqualified
Capital Stock"; and
 
    (i) JCC and its  Subsidiaries may incur Indebtedness  existing on the  Issue
Date.
 
    "PERMITTED INVESTMENT" means:
 
    (a) Investments in any of the Notes;
 
    (b) Cash Equivalents;
 
    (c)  intercompany  loans to  the extent  permitted under  clause (b)  of the
definition of  "Permitted  Indebtedness" and  intercompany  security  agreements
relating thereto;
 
    (d) loans, advances or investments in existence on the Issue Date;
 
    (e)  Investments in a person substantially all of whose assets are of a type
generally used in a Related Business (an  "Acquired Person") if, as a result  of
such  Investments, (i) the Acquired Person immediately thereupon is or becomes a
Subsidiary of the  Company, or  (ii) the Acquired  Person immediately  thereupon
either  (1) is  merged or consolidated  with or into  the Company or  any of its
Subsidiaries and the  surviving person  is the Company  or a  Subsidiary of  the
Company  or (2) transfers or conveys all  or substantially all of its assets, or
is liquidated into, JCC or any of its Subsidiaries.
 
    (f) Investments in a person  with whom JCC or  any of its Subsidiaries  have
entered  into, (i) local market agreements or time brokerage agreements pursuant
to which JCC or any one of its Subsidiaries
 
                                       42

programs substantial  portions  of the  broadcast  day on  such  person's  radio
broadcast station(s) and sells advertising time during such program segments for
its  own account or (ii) joint sales agreements  pursuant to which JCC or any of
its Subsidiaries  sells  substantially all  of  the advertising  time  for  such
person's radio broadcast station(s);
 
    (g)  Investments  that  are  in  persons  which  will  have  the  purpose of
furthering the  operations of  JCC  and its  Subsidiaries  not to  exceed  $10.0
million; and
 
    (h) demand deposit accounts maintained in the ordinary course of business.
 
    "PERMITTED  LIEN"  means (a)  Liens existing  on the  Issue Date;  (b) Liens
imposed by governmental authorities for  taxes, assessments or other charges  or
levies not yet subject to penalty or which are being contested in good faith and
by  appropriate  proceedings,  if  adequate reserves  with  respect  thereto are
maintained on  the books  of JCC  in  accordance with  GAAP as  of the  date  of
determination;   (c)  statutory  liens  of  carriers,  warehousemen,  mechanics,
materialmen, landlords, repairmen or  other like Liens  arising by operation  of
law  in  the  ordinary  course  of business  provided  that  (i)  the underlying
obligations are not  overdue for a  period of more  than 60 days,  or (ii)  such
Liens  are  being contested  in good  faith and  by appropriate  proceedings and
adequate reserves with  respect thereto are  maintained on the  books of JCC  in
accordance  with GAAP as  of the date  of determination; (d)  Liens securing the
performance of  bids,  trade  contracts (other  than  borrowed  money),  leases,
statutory  obligations,  surety and  appeal bonds,  performance bonds  and other
obligations of a  like nature incurred  in the ordinary  course of business  and
deposits made in the ordinary course of business to secure obligations of public
utilities;   (e)  easements,   rights-of-way,  zoning,   building  restrictions,
reservations, encroachments,  exceptions,  covenants, similar  restrictions  and
other  similar encumbrances or title defects  which, singly or in the aggregate,
do not in any case  materially detract from the  value of the property,  subject
thereto  (as  such  property is  used  by JCC  or  any of  its  Subsidiaries) or
interfere with  the ordinary  conduct  of the  business of  JCC  or any  of  its
Subsidiaries;  (f)  Liens  arising  by  operation  of  law  in  connection  with
judgments, provided, that the  execution or other enforcement  of such Liens  is
effectively  stayed and that  the claims secured thereby  are being contested in
good faith  by appropriate  proceedings; (g)  pledges or  deposits made  in  the
ordinary   course  of   business  in  connection   with  workers'  compensation,
unemployment insurance and other types of social security legislation; (h) Liens
securing Indebtedness of  a person existing  at the time  such person becomes  a
Subsidiary  or is  merged with  or into  JCC or  a Subsidiary  or Liens securing
Indebtedness incurred  in connection  with an  Acquisition, PROVIDED  that  such
Liens  were  in existence  prior  to the  date  of such  acquisition,  merger or
consolidation, were not incurred in anticipation  thereof, and do not extend  to
any  other  assets; (i)  leases or  subleases  granted to  other persons  in the
ordinary course of business not materially  interfering with the conduct of  the
business  of JCC or  any of its  Subsidiaries or materially  detracting from the
value of  the relative  assets of  JCC or  any of  its Subsidiaries;  (j)  Liens
arising  from precautionary Uniform Commercial  Code financing statement filings
regarding operating leases entered into by JCC or any of its Subsidiaries in the
ordinary course of  business; and  (k) Liens  securing Refinancing  Indebtedness
incurred  to  refinance any  Indebtedness that  was previously  so secured  in a
manner no more adverse to the Holders of  the Notes than the terms of the  Liens
securing  such refinanced Indebtedness provided that the Indebtedness secured is
not increased and the lien is not extended to any additional assets or property,
(l) Liens in favor  of the Adminstrative Agent  pursuant to the Credit  Facility
and  (m) Liens on property of a Subsdiary of JCC provided that such Liens secure
only obligations owing by such Subsidiary to JCC or another Subsidiary of JCC.
 
    "PRODUCTIVE ASSETS" means assets  of a kind  used or usable  by JCC and  its
Subsidiaries in a Related Business.
 
    "PUBLIC  OFFERING" means a firm  commitment underwritten primary offering of
Capital Stock of Jacor or JCC.
 
    "QUALIFIED CAPITAL  STOCK"  means any  Capital  Stock  of JCC  that  is  not
Disqualified Capital Stock.
 
    "QUALIFIED  EXCHANGE"  means any  legal defeasance,  redemption, retirement,
repurchase or other acquisition of Capital  Stock or Indebtedness of JCC  issued
on  or after the Issue Date with the  Net Cash Proceeds received by JCC from the
substantially concurrent  sale of  Qualified Capital  Stock or  any exchange  of
Qualified Capital Stock for any Capital Stock or Indebtedness issued on or after
the Issue Date.
 
                                       43

    "REFERENCE  PERIOD" with  regard to  any person  means the  four full fiscal
quarters (or such lesser period during which such person has been in  existence)
ended  immediately preceding any date upon which any determination is to be made
pursuant to the terms of the Notes or the Indenture.
 
    "REFINANCING INDEBTEDNESS" means Indebtedness or Disqualified Capital  Stock
(a)  issued in exchange for, or the proceeds from the issuance and sale of which
are  used  substantially  concurrently   to  repay,  redeem,  defease,   refund,
refinance,  discharge or otherwise retire for value, in whole or in part, or (b)
constituting an  amendment, modification  or  supplement to,  or a  deferral  or
renewal  of  ((a)  and  (b)  above  are,  collectively,  a  "Refinancing"),  any
Indebtedness or Disqualified Capital Stock in a principal amount or, in the case
of Disqualified  Capital Stock,  liquidation preference,  not to  exceed  (after
deduction  of reasonable and customary fees  and expenses incurred in connection
with the Refinancing) the lesser of (i) the principal amount or, in the case  of
Disqualified  Capital  Stock,  liquidation preference,  of  the  Indebtedness or
Disqualified Capital Stock  so Refinanced  and (ii) if  such Indebtedness  being
Refinanced  was  issued  with an  original  issue discount,  the  accreted value
thereof (as determined in accordance with GAAP) at the time of such Refinancing;
PROVIDED, that (A) such Refinancing Indebtedness of any Subsidiary of JCC  shall
only be used to Refinance outstanding Indebtedness or Disqualified Capital Stock
of  such Subsidiary,  (B) such  Refinancing Indebtedness  shall (x)  not have an
Average Life shorter than the Indebtedness  or Disqualified Capital Stock to  be
so  refinanced at the  time of such Refinancing  and (y) in  all respects, be no
less subordinated or  junior, if  applicable, to the  rights of  Holders of  the
Notes  than was the Indebtedness or  Disqualified Capital Stock to be refinanced
and (C) such Refinancing Indebtedness shall have no installment of principal (or
redemption payment) scheduled to come due earlier than the scheduled maturity of
any installment of principal of  the Indebtedness or Disqualified Capital  Stock
to  be  so  refinanced which  was  scheduled to  come  due prior  to  the Stated
Maturity.
 
    "RELATED  BUSINESS"  means  the  business  conducted  (or  proposed  to   be
conducted)  by JCC  and its Subsidiaries  as of the  Issue Date and  any and all
businesses that in the good faith judgment of the Board of Directors of JCC  are
materially related businesses.
 
    "RELATED PERSON" means any person who controls, is controlled by or is under
common  control  with an  Excluded Person;  PROVIDED that  for purposes  of this
definition "control" means  the beneficial  ownership of  more than  50% of  the
total  voting power  of a person  normally entitled  to vote in  the election of
directors, managers or trustees, as applicable of a person.
 
    "RESTRICTED INVESTMENT" means, in one  or a series of related  transactions,
any  Investment,  other  than investments  in  Permitted  Investments; PROVIDED,
HOWEVER, that  a merger  of another  person with  or into  JCC or  a  Subsidiary
Guarantor  shall not  be deemed  to be  a Restricted  Investment so  long as the
surviving entity is JCC or a direct wholly owned Subsidiary Guarantor.
 
    "RESTRICTED PAYMENT" means, with respect to any person, (a) the  declaration
or  payment of any dividend or other distribution in respect of Equity Interests
of such person or any  parent or Subsidiary of such  person, (b) any payment  on
account of the purchase, redemption or other acquisition or retirement for value
of  Equity Interests of such person or  any Subsidiary or parent of such person,
(c) other than with the proceeds  from the substantially concurrent sale of,  or
in  exchange for,  Refinancing Indebtedness  any purchase,  redemption, or other
acquisition or retirement for value of, any payment in respect of any  amendment
of the terms of or any defeasance of, any Subordinated Indebtedness, directly or
indirectly, by such person or a parent or Subsidiary of such person prior to the
scheduled  maturity, any scheduled repayment  of principal, or scheduled sinking
fund payment, as the case  may be, of such  Indebtedness and (d) any  Restricted
Investment by such person; PROVIDED, HOWEVER, that the term "Restricted Payment"
does  not include  (i) any  dividend, distribution or  other payment  on or with
respect to Capital Stock of an issuer to the extent payable solely in shares  of
Qualified Capital Stock of such issuer; (ii) any dividend, distribution or other
payment  to JCC, or to any of its  wholly owned Subsidiary Guarantors, by any of
the Subsidiaries of JCC; or (iii) loans or advances to any Subsidiary  Guarantor
the  proceeds  of which  are  used by  such  Subsidiary Guarantor  in  a Related
Business activity of such Subsidiary Guarantor.
 
    "SENIOR DEBT"  of JCC  or any  Guarantor means  Indebtedness (including  any
monetary  obligation in respect of the Credit Facility, and interest, whether or
not such interest  is allowed  or allowable, accruing  on Indebtedness  incurred
pursuant   to  the  Credit  Facility  at   the  contracted-for  rate  after  the
commencement of any proceeding under any bankruptcy, insolvency or similar  law)
of JCC or such Guarantor arising under the Credit Facility or that, by the terms
of  the  instrument  creating  or  evidencing  such  Indebtedness,  is expressly
 
                                       44

designated Senior Debt and made senior in  right of payment to the Notes or  the
applicable  Guarantee; provided, that in no  event shall Senior Debt include (a)
Indebtedness to any Subsidiary  of JCC or any  officer, director or employee  of
JCC  or any  Subsidiary of  JCC, (b) Indebtedness  incurred in  violation of the
terms of the Indenture,  (c) Indebtedness to  trade creditors, (d)  Disqualified
Capital  Stock and  (e) any  liability for taxes  owed or  owing by  JCC or such
Guarantor.
 
    "SIGNIFICANT SUBSIDIARY" shall  have the meaning  provided under  Regulation
S-X of the Securities Act, as in effect on the Issue Date.
 
    "STATED  MATURITY," when used with respect to any  Note, means             ,
2006.
 
    "SUBORDINATED INDEBTEDNESS" means Indebtedness of JCC or a Guarantor that is
subordinated in right of payment to the Notes or such Guarantee, as  applicable,
in any respect or has a stated maturity on or after the Stated Maturity.
 
    "SUBSIDIARY," with respect to any person, means (i) a corporation a majority
of whose Capital Stock with voting power, under ordinary circumstances, to elect
directors  is at the time, directly or indirectly, owned by such person, by such
person and  one  or  more  Subsidiaries  of  such  person  or  by  one  or  more
Subsidiaries of such person, (ii) any other person (other than a corporation) in
which  such person, one or more Subsidiaries  of such person, or such person and
one or more Subsidiaries of such person, directly or indirectly, at the date  of
determination  thereof  has at  least majority  ownership  interest, or  (iii) a
partnership in which such person or a Subsidiary of such person is, at the time,
a general partner and in which such person, directly or indirectly, at the  date
of determination thereof has at least a majority ownership interest.
 
   
    "SUBSIDIARY   GUARANTORS"  means  (i)   the  Present  Subsidiary  Guarantors
identified in the following sentence and (ii) Future Subsidiary Guarantors  that
become  Subsidiary  Guarantors  pursuant  to the  terms  of  the  Indenture, but
excluding any Persons whose guarantees have been released pursuant to the  terms
of  the Indenture. The "PRESENT  SUBSIDIARY GUARANTORS" means Jacor Broadcasting
Corporation; Broadcast Finance, Inc.; Jacor Broadcasting of Florida, Inc.; Jacor
Broadcasting of  Atlanta,  Inc.; Jacor  Broadcasting  of Colorado,  Inc.;  Jacor
Broadcasting  of Lexington, Inc.;  Jacor Broadcasting of  Knoxville, Inc.; Jacor
Broadcasting of Tampa Bay, Inc.;  Jacor Cable, Inc.; Georgia Network  Equipment,
Inc.;  Jacor Broadcasting of  San Diego, Inc.; Jacor  Broadcasting of St. Louis,
Inc.; Jacor Broadcasting of Sarasota, Inc.; Jacor Broadcasting of Idaho, Inc., a
Delaware corporation; Jacor Broadcasting of  Iowa, Inc.; Noble Broadcast  Group,
Inc.;  Noble Broadcast  of Colorado, Inc.;  Noble Broadcast of  San Diego, Inc.;
Noble Broadcast  of St.  Louis,  Inc.; Noble  Broadcast  of Toledo,  Inc.;  Nova
Marketing Group, Inc.; Noble Broadcast Licenses, Inc.; Noble Broadcast Holdings,
Inc.;  Sports Radio Broadcasting,  Inc.; Nobro, S.C.;  Sports Radio, Inc.; Noble
Broadcast Center, Inc.; Citicasters Co.; GAAC-N26LB, Inc.; GACC-340, Inc.;  Cine
Guarantors,  Inc.; Great American Television  Productions, Inc.; Cine Guarantors
II, Inc.; Great American Merchandising Group, Inc.; Taft-TCI Satellite Services,
Inc.;  Cine  Films,  Inc.;  The  Sy  Fischer  Company  Agency,  Inc.;   Location
Productions,  Inc.;  Location  Productions II,  Inc.;  VTTV  Productions; F.M.I.
Pennsylvania, Inc.; Inmobiliaria Radial, S.A.  de C.V.; WHOK, Inc.; Cine  Mobile
Systems Int'l. N.V.; Cine Movil S.A. de C.V.; and Cine Guarantors II, Ltd., each
a  direct or indirect subsidiary of the Company or any successor entity, whether
by merger, consolidation, change of name or otherwise.
    
 
    "TAX SHARING AGREEMENT" means any agreements between JCC and Jacor  pursuant
to which JCC may make payments to Jacor with respect to JCC's Federal, state, or
local   income  or  franchise  tax  liabilities  where  JCC  is  included  in  a
consolidated, unitary or combined return filed by Jacor; PROVIDED, HOWEVER, that
the payment by JCC under  such agreement may not  exceed the liability of  Jacor
for such taxes if it had filed its income tax returns as a separate company.
 
BOOK-ENTRY, DELIVERY AND FORM
 
    Except as set forth below, the Notes will initially be issued in the form of
one  or more registered Notes  in global form (the  "Global Notes"). Each Global
Note will be deposited on the date of the closing of the sale of the Notes  (the
"Closing  Date")  with,  or on  behalf  of,  The Depository  Trust  Company (the
"Depositary") and  registered in  the name  of Cede  & Co.,  as nominee  of  the
Depositary.
 
    DTC  is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law,  a
member  of  the  Federal Reserve  System,  a "clearing  corporation"  within the
meaning of  the  New York  Uniform  Commercial  Code, and  a  "clearing  agency"
registered  pursuant to the provisions  of Section 17A of  the Exchange Act. DTC
holds securities that
 
                                       45

its participants ("Participants")  deposit with  DTC. DTC  also facilitates  the
settlement  among Participants of securities transactions, such as transfers and
pledges, in  deposited  securities through  electronic  computerized  book-entry
changes  in Participants'  accounts, thereby  eliminating the  need for physical
movement of  securities  certificates. Direct  Participants  include  securities
brokers  and dealers, banks, trust companies, clearing corporations, and certain
other organizations ("Direct  Participants"). DTC is  owned by a  number of  its
Direct  Participants and by the NYSE, the  American Stock Exchange, Inc. and the
National Association of  Securities Dealers, Inc.  Access to the  DTC system  is
also available to others such as securities brokers and dealers, banks and trust
companies  that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly ("Indirect Participants"). The  rules
applicable to DTC and its Participants are on file with the SEC.
 
    The   Company  expects  that  pursuant  to  procedures  established  by  the
Depositary (i) upon deposit of the Global Notes, the Depositary will credit  the
accounts  of Participants designated by the Underwriters with an interest in the
Global Note and (ii) ownership of the Notes evidenced by the Global Note will be
shown on, and the transfer of  ownership thereof will be effected only  through,
records  maintained  by  the  Depositary  (with  respect  to  the  interests  of
Participants), the Participants and the Indirect Participants. The laws of  some
states require that certain persons take physical delivery in definitive form of
securities  that they own and that  security interests in negotiable instruments
can only be perfected by delivery of certificates representing the  instruments.
Consequently, the ability to transfer Notes evidenced by the Global Note will be
limited to such extent.
 
    So  long as the Depositary or its nominee is the registered owner of a Note,
the Depositary or such nominee, as the case may be, will be considered the  sole
owner  or holder of  the Notes represented  by the Global  Note for all purposes
under the Indenture. Except as provided below, owners of beneficial interests in
a Global Note will not be entitled to have Notes represented by such Global Note
registered in their names, will not  receive or be entitled to receive  physical
delivery of Certificated Notes, and will not be considered the owners or holders
thereof  under  the Indenture  for any  purpose, including  with respect  to the
giving of any directions, instructions  or approvals to the Trustee  thereunder.
As  a result,  the ability  of a  person having  a beneficial  interest in Notes
represented by a Global Note to pledge such interest to persons or entities that
do not participate in the Depositary's system, or to otherwise take actions with
respect to such interest, may be affected by the lack of a physical  certificate
evidencing such interest.
 
    Neither  the  Company  nor  the  Trustee  will  have  any  responsibility or
liability for any aspect of the records relating to or payments made on  account
of  Notes by  the Depositary, or  for maintaining, supervising  or reviewing any
records of the Depositary relating to such Notes.
 
    Payments with respect to the principal of, premium, if any, interest on, any
Note represented by a Global  Note registered in the  name of the Depositary  or
its  nominee on the applicable record date will  be payable by the Trustee to or
at the  direction of  the  Depositary or  its nominee  in  its capacity  as  the
registered  Holder  of  the  Global  Note  representing  such  Notes  under  the
Indenture. Under the  terms of the  Indenture, the Company  and the Trustee  may
treat  the persons  in whose  names the Notes,  including the  Global Notes, are
registered as the owners thereof for the purpose of receiving such payments  and
for any and all other purposes whatsoever. Consequently, neither the Company nor
the  Trustee has or will have any responsibility or liability for the payment of
such amounts to beneficial owners of Notes (including principal, premium, if any
or interest), or to immediately credit the accounts of the relevant Participants
with such  payment, in  amounts proportionate  to their  respective holdings  in
principal  amount of  beneficial interests  in the Global  Note as  shown on the
records of  the  Depositary.  Payments  by the  Participants  and  the  Indirect
Participants  to the  beneficial owners  of Notes  will be  governed by standing
instructions and  customary  practice and  will  be the  responsibility  of  the
Participants or the Indirect Participants.
 
    CERTIFICATED NOTES
 
    If (i) the Company notifies the Trustee in writing that the Depositary is no
longer  willing or  able to  act as a  depositary and  the Company  is unable to
locate a qualified successor within 90 days or (ii) the Company, at its  option,
notifies the Trustee in writing that it elects to cause the issuance of Notes in
definitive  form under the Indenture, then,  upon surrender by the Depositary of
the Global Notes,  Certificated Notes  will be issued  to each  person that  the
Depositary identifies as the beneficial owner of the Notes represented by Global
Notes.  In  addition,  subject  to  certain  conditions,  any  person  having  a
beneficial interest in a Global Note
 
                                       46

may, upon request to the Trustee, exchange such beneficial interest for Notes in
the form of Certificated Notes. Upon any such issuance, the Trustee is  required
to  register such Certificated Notes  in the name of  such person or persons (or
the nominee of any thereof), and cause the same to be delivered thereto.
 
    Neither the Company nor  the Trustee shall  be liable for  any delay by  the
Depositary  or  any  Participant  or  Indirect  Participant  in  identifying the
beneficial owners of the Notes, and the Company and the Trustee may conclusively
rely on, and shall be protected in relying on, instructions from the  Depositary
for  all purposes (including with respect  to the registration and delivery, and
the respective principal amounts, of the Notes to be issued).
 
    The  information  in  this  section   concerning  the  Depositary  and   the
Depositary's  book-entry system has been obtained  from sources that the Company
believes to  be  reliable. The  Company  will  have no  responsibility  for  the
performance   by  the  Depositary  or   its  Participants  of  their  respective
obligations as described hereunder or  under the rules and procedures  governing
their respective operations.
 
SAME-DAY FUNDS SETTLEMENT AND PAYMENT
 
    The Indenture will require that payments in respect of the Notes represented
by the Global Notes (including principal, premium, if any, and interest) be made
by wire transfer of immediately available funds to the accounts specified by the
Depositary. With respect to Notes represented by Certificated Notes, the Company
will make all payments of principal, premium, if any, and interest, by mailing a
check  to each  such Holder's  registered address. The  Notes will  trade in the
Depositary's Same-Day Funds Settlement System until maturity, or until the Notes
are issued in certificated  form, and secondary market  trading activity in  the
Notes  will therefore  be required  by the  Depositary to  settle in immediately
available funds.  No  assurance can  be  given as  to  the effect,  if  any,  of
settlement in immediately available funds on trading activity in the Notes.
 
                                       47

                       DESCRIPTION OF OTHER INDEBTEDNESS
 
    The summaries contained herein of certain of the indebtedness of the Company
do  not purport to be complete and  are qualified in their entirety by reference
to the  provisions of  the various  agreements and  indentures related  thereto,
which  are  filed  as  exhibits  to the  Registration  Statement  of  which this
Prospectus is a part and to which reference is hereby made.
 
CREDIT FACILITY
 
   
    The Credit Facility provides availability of $600.0 million of loans to  JCC
in  three components: (i)  a revolving credit  facility of up  to $200.0 million
with mandatory semi-annual commitment reductions beginning March 18, 1999 and  a
final  maturity date of September  18, 2003; (ii) a  term loan of $300.0 million
with scheduled  semi-annual reductions  beginning  March 18,  1998 and  a  final
maturity  date of September 18, 2003; and (iii)  a tranche B term loan of $100.0
million with scheduled  semi-annual reductions  beginning March 18,  1999 and  a
final maturity date of September 18, 2004.
    
 
    The  Credit Facility bears  interest at a  rate that fluctuates  with a bank
base rate and/or the  Eurodollar rate per  annum, and at  October 31, 1996  this
rate was 7.73%. Jacor borrowed monies under the Credit Facility to (i) finance a
portion  of the cash consideration paid in the Citicasters Merger, and (ii) fund
$100 million of the repurchase price of the 9 3/4% Notes. The Citicasters Merger
constituted a change in  control for the purposes  of the indenture under  which
the  9  3/4% Notes  were  issued and  Jacor  was required  to  make an  offer to
repurchase such notes  at 101% of  their aggregate principal  amount. Under  the
Citicasters Put, the holders of $106.9 million in principal amount of the 9 3/4%
Notes  elected in October 1996  to sell their 9 3/4%  Notes to Jacor pursuant to
Jacor's repurchase offer.
 
   
    In November 1996, Jacor entered into discussions to expand the  availability
under  the Credit Facility  from up to  $600.0 million to  up to $750.0 million,
among other things. Jacor is discussing with the lenders that the components  of
the  increased Credit  Facility consist of  a revolving credit  facility with an
availability of up  to $450.0  million, a $200.0  million seven-year  amortizing
term  loan and a $100.0 million up to eight-year amortizing term loan. There can
be no  assurance  that  the  availability under  the  Credit  Facility  will  be
increased or that the components of the Credit Facility will be revised.
    
 
    The  loans under the Credit Facility are guaranteed by each of the Company's
direct and indirect subsidiaries other than certain immaterial subsidiaries. The
Company's obligations with respect to  the Credit Facility and each  guarantor's
obligations  with respect to  the related guaranty  are secured by substantially
all of  their  respective  assets,  including,  without  limitation,  inventory,
equipment,  accounts  receivable,  intercompany debt  and,  in the  case  of the
Company's subsidiaries,  capital  stock.  JCC's  obligations  under  the  Credit
Facility  are  secured by  a first  priority lien  on the  capital stock  of the
Company's subsidiaries and by the guarantee of JCC's parent, Jacor.
 
    The Credit Facility contains covenants  and provisions that restrict,  among
other  things, the Company's ability to: (i) incur additional indebtedness; (ii)
incur liens on  its property; (iii)  make investments and  advances; (iv)  enter
into  guarantees and other contingent obligations; (v) merge or consolidate with
or acquire another person or engage in other fundamental changes; (vi) engage in
certain sales  of assets;  (vii) make  capital expenditures;  (viii) enter  into
leases;  (ix)  engage  in certain  transactions  with affiliates;  and  (x) make
restricted junior payments. The Credit  Facility also requires the  satisfaction
of  certain financial  performance criteria  (including a  consolidated interest
coverage ratio,  a  leverage-to-operating cash  flow  ratio and  a  consolidated
operating  cash flow  available for  fixed charges  ratio) and  the repayment of
loans under the  Credit Facility with  proceeds of certain  sales of assets  and
debt  issuances, and with 50% of the Company's Consolidated Excess Cash Flow (as
defined in the Credit Facility).
 
    Events of  default  under the  Credit  Facility include  various  events  of
default  customary for such type of agreement,  such as failure to pay scheduled
payments when  due, cross  defaults  on other  indebtedness, change  of  control
events  under other  indebtedness (including  the LYONs,  the Notes,  the 9 3/4%
Notes and the 10  1/8% Notes) and certain  events of bankruptcy, insolvency  and
reorganization.  In addition, the Credit Facility includes events of default for
JCC and the  cessation of any  lien on any  of the collateral  under the  Credit
Facility  as a  perfected first priority  lien and the  failure of Zell/Chilmark
appointees to represent at least 30% of the Jacor Board of Directors.
 
                                       48

    For purposes  of the  Credit  Facility, a  change  of control  includes  the
occurrence  of any event that triggers a  change of control under the LYONs, the
Notes , the 9 3/4% Notes or the 10 1/8% Notes. Such change of control under  the
Credit  Facility  would constitute  an  event of  default  which would  give the
syndicate the right  to accelerate the  unpaid principal amounts  due under  the
Credit  Facility. Upon  such acceleration, there  is no assurance  that JCC will
have funds available to fund such repayment or that such funds will be available
or terms acceptable to JCC.
 
THE 9 3/4% NOTES
 
    The  9  3/4%  Notes  are  general  unsecured  obligations  of  JCC  and  are
subordinated  in rights of payment to all Senior Indebtedness (as defined in the
9 3/4% Note Indenture). The  9 3/4% Notes were  issued pursuant to an  indenture
between  Citicasters  and  Shawmut Bank  Connecticut,  National  Association, as
Trustee (the "9 3/4% Note Indenture").
 
    Following the Citicasters Put, the  November 15, 1996 aggregate  outstanding
principal  amount of  the 9  3/4% Notes is  $18.1 million  and the  9 3/4% Notes
mature on February 15, 2004. Interest on the 9 3/4% Notes accrues at the rate of
9 3/4% per annum.
 
    The 9 3/4% Notes are not redeemable at JCC's option before February 15, 1999
(other than in connection with certain public offerings of common stock by  JCC,
as  described below). Thereafter, the 9 3/4%  Notes are subject to redemption at
the option of JCC, at redemption prices declining from 104.875% of the principal
amount for the  twelve months  commencing February 15,  1999 to  100.00% on  and
after February 15, 2002, plus, in each case, accrued and unpaid interest thereon
to the applicable redemption date.
 
    Within  60 days after any  Change of Control (as defined  in the 9 3/4% Note
Indenture), JCC or  its successors must  make an  offer to purchase  the 9  3/4%
Notes  at  a purchase  price equal  to  101% of  the aggregate  principal amount
thereof, plus accrued and unpaid interest to the date of purchase. As  discussed
under  "--  Credit Facility,"  the Citicasters  Merger  constituted a  Change of
Control. Any 9 3/4% Notes which are not acquired in connection with such  Change
of Control offer, subject to the successor's right to redeem the 9 3/4% Notes as
described   above,  will  remain   outstanding.  Jacor  will   comply  with  the
requirements of  Rule 14e-1  in connection  with the  repurchase of  the 9  3/4%
Notes,  as such rule might apply to any  such repurchase at the time thereof. In
addition, prior to December 31, 1996, JCC  can redeem the 9 3/4% Notes from  the
proceeds  of Asset Sales  (as defined in  the 9 3/4%  Note Indenture) subject to
certain restrictions.
 
    The 9 3/4% Note  Indenture contains certain  covenants which impose  certain
limitations  and  restrictions  on  the  ability  of  JCC  to  incur  additional
indebtedness, pay dividends or make other distributions, make certain loans  and
investments,  apply the proceeds of Asset  Sales (and use the proceeds thereof),
create  liens,  enter   into  certain  transactions   with  affiliates,   merge,
consolidate  or transfer  substantially all its  assets and  make investments in
unrestricted subsidiaries. In addition, the  9 3/4% Note Indenture limits  JCC's
Subsidiaries from incurring additional indebtedness.
 
    The  Indenture  for the  9  3/4% Notes  includes  various events  of default
customary for such  type of  agreements, such as  failure to  pay principal  and
interest  when due on the 9 3/4% Notes, cross defaults on other indebtedness and
certain events of bankruptcy, insolvency and reorganization.
 
THE 10 1/8% NOTES
 
    In June 1996, JCAC, Inc. (a  predecessor to JCC) conducted an offering  (the
"10  1/8% Notes  Offering") whereby  JCAC, Inc. issued  and sold  10 1/8% Senior
Subordinated Notes due  2006 (the  "10 1/8%  Notes") in  an aggregate  principal
amount  of $100.0 million. JCAC, Inc. then lent  the net proceeds of the 10 1/8%
Notes Offering to Jacor. The 10 1/8%  Notes have interest payment dates of  June
15  and December  15, commencing on  December 15,  1996, and mature  on June 15,
2006.
 
    The 10 1/8% Note Indenture  contains certain covenants which impose  certain
limitations  and  restrictions  on  the ability  of  Jacor  to  incur additional
indebtedness, pay dividends or make other distributions, make certain loans  and
investments,  apply the proceeds of asset  sales (and use the proceeds thereof),
create  liens,  enter   into  certain  transactions   with  affiliates,   merge,
consolidate  or transfer  substantially all its  assets and  make investments in
unrestricted subsidiaries.
 
                                       49

    If a change of control occurs, JCC  will be required to offer to  repurchase
all  outstanding  10 1/8%  Notes at  a price  equal to  101% of  their principal
amount, plus accrued  and unpaid interest,  if any, to  the date of  repurchase.
There can be no assurance that JCC will have sufficient funds to purchase all of
the 10 1/8% Notes in the event of a change of control offer or that JCC would be
able  to obtain  financing for such  purpose on  favorable terms, if  at all. In
addition, the Credit Facility restricts JCC's ability to repurchase the 10  1/8%
Notes, including pursuant to a change of control offer. Furthermore, a change of
control  under the  10 1/8% Note  Indenture will  result in a  default under the
Credit Facility.
 
   
    As used herein, (a) prior to the earlier  of a 9 3/4% Note Event, a  "Change
of  Control" means any transaction or series of transactions in which any of the
following occurs: (i)  any person  or group (within  the meaning  of Rule  13d-3
under  the Exchange Act and Sections 13(d) and 14(d) of the Exchange Act), other
than Zell/Chilmark or  any of  its Affiliates,  becomes the  direct or  indirect
"beneficial  owner" (as  defined in  Rule 13d-3 under  the Exchange  Act) of (A)
greater than 50% of the total voting power  (on a fully diluted basis as if  all
convertible  securities had been converted) entitled  to vote in the election of
directors of JCC or CitiCo, or the surviving person (if other than the Company),
or (B) greater than 20% of the total  voting power (on a fully diluted basis  as
if  all  convertible securities  had  been converted)  entitled  to vote  in the
election of directors of JCC or CitiCo,  or the surviving person (if other  than
JCC), and such person or group has the ability to elect, directly or indirectly,
a  majority of  the members of  the Board  of Directors of  JCC; or  (ii) JCC or
CitiCo  consolidates  with  or  merges  into  another  person,  another   person
consolidates  with or merges into JCC or  CitiCo, JCC or CitiCo issues shares of
its Capital Stock or all or substantially all of the assets of JCC or CitiCo are
sold, assigned, conveyed, transferred,  leased or otherwise  disposed of to  any
person  as an entirety or  substantially as an entirety  in one transaction or a
series of related  transactions and  the effect of  such consolidation,  merger,
issuance  or  sale is  as  described in  clause  (i) above.  Notwithstanding the
foregoing, no Change of Control  shall be deemed to  have occurred by virtue  of
(I)  JCC or any of its employee benefit or stock plans filing (or being required
to file after the lapse  of time) a Schedule 13D  or 14D-1 (or any successor  or
similar schedule, form or report under the Exchange Act) or (II) the purchase by
one  or more underwriters  of Capital Stock  of JCC in  connection with a Public
Offering; and (b) upon and following a 9 3/4% Note Event, a "Change of  Control"
will  mean (i) any merger or consolidation of JCC with or into any person or any
sale, transfer  or other  conveyance,  whether direct  or  indirect, of  all  or
substantially  all of any of the assets of  JCC, on a consolidated basis, in one
transaction or a series  of related transactions,  if, immediately after  giving
effect  to such transaction(s), any "person" or  "group" (as such terms are used
for purposes of Sections  13(d) and 14(d)  of the Exchange  Act, whether or  not
applicable)  (other  than  an Excluded  Person)  is or  becomes  the "beneficial
owner," directly or indirectly, of  more than 50% of  the total voting power  in
the  aggregate normally entitled to vote in the election of directors, managers,
or trustees,  as  applicable,  of  the  transferee(s)  or  surviving  entity  or
entities,  (ii) any "person" or "group" (as  such terms are used for purposes of
Sections 13(d) and 14(d) of the Exchange Act, whether or not applicable)  (other
than  an  Excluded Person)  is or  becomes the  "beneficial owner,"  directly or
indirectly, of more than 50% of the  total voting power in the aggregate of  all
classes  of Capital Stock of  JCC then outstanding normally  entitled to vote in
elections of directors,  or (iii)  during any  period of  12 consecutive  months
after  the Issue  Date, individuals  who at the  beginning of  any such 12-month
period constituted  the  Board  of  Directors of  JCC  (together  with  any  new
directors  whose election by such Board or  whose nomination for election by the
shareholders of JCC was approved by a  vote of a majority of the directors  then
still  in office who  were either directors  at the beginning  of such period or
whose election or nomination for election was previously so approved) cease  for
any  reason to constitute  a majority of the  Board of Directors  of JCC then in
office.
    
 
    The events  of default  under the  10 1/8%  Note Indenture  include  various
events of default customary for such type of agreement, including the failure to
pay  principal and  interest when due  on the  10 1/8% Notes,  cross defaults on
other indebtedness  for  borrowed  monies  in  excess  of  $5.0  million  (which
indebtedness  would therefore include the Credit  Facility, the LYONs, the Notes
and the  9  3/4%  Notes)  and  certain  events  of  bankruptcy,  insolvency  and
reorganization.
 
THE LYONS
 
   
    Also  in  June  1996, Jacor  conducted  an offering  (the  "LYONs Offering")
whereby Jacor issued and sold Senior Liquid Yield Option Notes-TM- due June  12,
2011  (the  "LYONs") in  the aggregate  principal amount  at maturity  of $259.9
million. Each LYON  had an  Issue Price  of $443.14  and a  principal amount  at
maturity of $1,000.
    
 
                                       50

    Each  LYON is convertible,  at the option of  the Holder, at  any time on or
prior to  maturity,  unless previously  redeemed  or otherwise  purchased,  into
Common Stock at a conversion rate of 13.412 shares per LYON. The conversion rate
will not be adjusted for accrued original issue discount, but will be subject to
adjustment  upon the  occurrence of certain  events affecting  the Common Stock.
Upon conversion,  the Holder  will  not receive  any cash  payment  representing
accrued  original issue discount;  such accrued original  issue discount will be
deemed paid by the Common Stock received by the Holder on conversion.
    The LYONs are not  redeemable by Jacor prior  to June 12, 2001.  Thereafter,
the  LYONs are redeemable for cash at any  time at the option of Jacor, in whole
or in part, at redemption prices equal to the issue price plus accrued  original
issue discount to the date of redemption.
 
    The  LYONs will be purchased by Jacor, at  the option of the Holder, on June
12, 2001  and  June 12,  2006,  for a  Purchase  Price of  $581.25  and  $762.39
(representing  issue price plus  accrued original issue  discount to each date),
respectively, representing a 5.50% yield per  annum to the Holder on such  date,
computed  on a semiannual bond equivalent basis. Jacor, at its option, may elect
to pay the purchase price on any such purchase date in cash or Common Stock,  or
any  combination  thereof.  In  addition,  as  of  35  business  days  after the
occurrence of a change  in control of  Jacor occurring on or  prior to June  12,
2001,  each LYON  will be  purchased for cash,  by Jacor,  at the  option of the
Holder, for a change  in control purchase  price equal to  the issue price  plus
accrued  original issue discount to the change  in control purchase date set for
such purchase.  The change  in control  purchase  feature of  the LYONs  may  in
certain circumstances have an antitakeover effect.
 
    Under  the Indenture for the LYONs, a "Change in Control" of Jacor is deemed
to have occurred at such time as (i) any person (as the term "person" is used in
Section  13(d)(3)  or  Section  14(d)(2)   of  the  Exchange  Act)  other   than
Zell/Chilmark,  Jacor, any subsidiary of Jacor,  or any employee benefit plan of
either Jacor or any Subsidiary of Jacor, files a Schedule 13D or 14D-1 under the
Exchange Act (or any  successor schedule, form or  report) disclosing that  such
person  has become the  beneficial owner of 50%  or more of  the Common Stock or
other capital stock  of Jacor into  which such Common  Stock is reclassified  or
changed,  with  certain  exceptions,  or (ii)  there  shall  be  consummated any
consolidation or merger of  Jacor (a) in  which Jacor is  not the continuing  or
surviving  corporation  or  (b) pursuant  to  which  the Common  Stock  would be
converted into cash, securities  or other property, in  each case, other than  a
concolidation  or  merger  of  Jacor  in  which  the  holders  of  Common  Stock
immediately prior to the consolidation or merger own, directly or indirectly, at
least a majority  of Common  Stock of  the continuing  or surviving  corporation
immediately  after the  consolidation or merger.  A Change of  Control under the
LYONs indenture constitutes an event of  default under the Credit Facility.  See
"-- Credit Facility."
 
    The Indenture for the LYONs includes various events of default customary for
such  type  of  agreement, such  as  cross  defaults on  other  indebtedness for
borrowed monies in excess of  $10.0 million (which indebtedness would  therefore
include  the Credit Facility, the Notes, the 9 3/4% Notes and the 10 1/8% Notes)
and certain events of bankruptcy, insolvency and reorganization.
 
                                       51

                                  UNDERWRITING
 
   
    Subject to  certain  conditions  contained in  the  Underwriting  Agreement,
Donaldson,  Lufkin & Jenrette Securities  Corporation and Merrill Lynch, Pierce,
Fenner &  Smith  Incorporated (the  "Underwriters"),  severally have  agreed  to
purchase from JCC and the Guarantors , and JCC and the Guarantors have agreed to
sell  to the Underwriters  at the public  offering price set  forth on the cover
page  of  this  Prospectus,  less  the  underwriting  discount,  the  respective
principal  amount of  Notes (together  with the  Guarantees) set  forth opposite
their names below:
    
 
   


UNDERWRITER
                                                             
Donaldson, Lufkin & Jenrette Securities Corporation...........  $90,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated............  $60,000,000
                                                                -----------
                                                                $150,000,000
                                                                -----------
                                                                -----------

    
 
   
    The Underwriting Agreement provides that the obligations of the Underwriters
to purchase and accept delivery of the  Notes offered hereby are subject to  the
approval  of certain legal  matters by counsel and  to certain other conditions.
The nature of the  Underwriters' obligations is such  that the Underwriters  are
committed  to purchase  all of the  Notes if any  of the Notes  are purchased by
them.
    
 
   
    JCC and the  Guarantors have  agreed to indemnify  the Underwriters  against
certain  liabilities, including liabilities under the Securities Act of 1933, or
to contribute  to payments  that the  Underwriter  may be  required to  make  in
respect thereof.
    
 
    The  Underwriters propose to offer the Notes  to the public initially at the
price to the public set  forth on the cover page  of this Prospectus. After  the
initial public offering of the Notes, the offering price and other selling terms
may be changed by the Underwriters.
 
    The  Notes are new issues of  securities, have no established trading market
and may not  be widely  distributed. JCC has  been advised  by the  Underwriters
that,  following  the completion  of this  Offering, the  Underwriters presently
intend to  make a  market  in the  Notes as  permitted  by applicable  laws  and
regulations.  However, the Underwriters are under no obligation to do so and may
discontinue any market making activities at  any time at the sole discretion  of
the  individual Underwriters. No assurance  can be given as  to the liquidity of
any trading market for the Notes.
 
                                       52

                                    EXPERTS
 
   
    The  consolidated  balance   sheets  of  Jacor   Communications,  Inc.   and
Subsidiaries as of December 31, 1995 and 1994 and the consolidated statements of
operations,  shareholders' equity and cash flows for  each of the three years in
the  period  ended  December  31,  1995,  incorporated  by  reference  in   this
registration  statement, have been included herein  in reliance on the report of
Coopers & Lybrand  L.L.P., independent  accountants, given on  the authority  of
that firm as experts in accounting and auditing.
    
 
    The  consolidated balance sheets of Citicasters  as of December 31, 1995 and
1994 and the  consolidated statements  of operations,  changes in  shareholders'
equity,  and cash flows for each of the three years in the period ended December
31, 1995 incorporated  by reference  in this registration  statement, have  been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon  (which contains an  explanatory paragraph with  respect to Citicasters'
emergence from bankruptcy and subsequent adoption of "fresh-start reporting"  as
of  December 31,  1993, as more  fully described  in Note B  to the consolidated
financial statements), included  therein and incorporated  by reference  herein.
Such consolidated financial statements are incorporated by reference in reliance
upon  such report given upon the authority of such firm as experts in accounting
and auditing.
 
    The consolidated financial statements of  Noble Broadcast Group, Inc. as  of
December  31, 1995 and December 25, 1994 and  for each of the three years in the
period ended December 31, 1995, incorporated in this Prospectus by reference  to
Jacor  Communications, Inc.'s Current Report on Form 8-K dated March 6, 1996, as
amended on May 23,  1996, have been  so incorporated in  reliance on the  report
(which  includes  an  explanatory  paragraph relating  to  Jacor's  agreement to
purchase Noble Broadcast Group, Inc. as described in Note 2 to the  consolidated
financial statements) of Price Waterhouse LLP, independent accountants, given on
the authority of said firm as experts in auditing and accounting.
 
                                 LEGAL MATTERS
 
    The  authorization and issuance  of the Notes offered  hereby will be passed
upon for  Jacor by  Graydon, Head  & Ritchey,  Cincinnati, Ohio.  Certain  legal
matters   in  connection  with  this  Offering  will  be  passed  upon  for  the
Underwriters  by  Skadden,  Arps,  Slate,  Meagher  &  Flom  LLP,  Los  Angeles,
California.
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
   
    The following documents previously filed by Jacor and Citicasters (now known
as  JCC)  with the  Securities and  Exchange  Commission (the  "Commission") are
incorporated herein by reference and are made a part hereof:
    
 
    (a) Jacor's Annual Report  on Form 10-K for  the fiscal year ended  December
       31, 1995, as amended;
 
    (b)  Jacor's Quarterly Reports on Form 10-Q for the quarters ended March 31,
       1996, June 30, 1996, as amended, and September 30, 1996, as amended;
 
   
    (c) Jacor's Current Reports  on Form 8-K dated  February 14, 1996,  February
       27, 1996, March 6, 1996, as amended, March 27, 1996, as amended, July 30,
       1996, October 3, 1996, October 11, 1996, October 23, 1996 and November 6,
       1996;
    
 
    (d) Jacor's Form 8-B Registration Statement dated September 23, 1996;
 
    (e)  Citicasters' Annual Report on Form 10-K for the year ended December 31,
       1995, as amended;
 
    (f) Citicasters' Quarterly Reports on Form 10-Q for the quarters ended March
       31, 1996, as amended, June 30, 1996 and September 30, 1996;
 
    (g) Citicasters' Current Report on Form 8-K dated February 14, 1996; and
 
    (h) Citicasters' Form 8-B Registration Statement dated September 23, 1996.
 
   
    All documents filed by Jacor and JCC with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this Prospectus
and prior to the termination of the offering of the securities made hereby shall
be deemed to be incorporated by reference into this Prospectus and to be a  part
    
 
                                       53

hereof  from the date of filing of  such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall  be
deemed  to be  modified or  superseded for  purposes of  this Prospectus  to the
extent that a  statement contained herein  (or in any  other subsequently  filed
document  that is or is deemed to  be incorporated by reference herein) modifies
or supersedes such previous statement.  Any statement so modified or  superseded
shall  not  be deemed  to  constitute a  part of  this  Prospectus except  as so
modified or superseded.
 
    This Prospectus  incorporates by  reference  certain documents  relating  to
Jacor  and Citicasters which are not  delivered herewith. These documents (other
than  exhibits  to  such  documents   unless  such  exhibits  are   specifically
incorporated  by reference herein)  are available, without  charge, upon oral or
written request  by  any person  to  whom  this Prospectus  is  delivered.  Such
requests  should be directed to Jacor Communications, Inc., 1300 PNC Center, 201
East Fifth Street, Cincinnati, Ohio  45202, Attention: Kirk Brewer, Director  of
Corporate   Communications  and  Investor   Relations,  Telephone  Number  (847)
256-9282, Fax Number (847) 256-2980.
 
                             AVAILABLE INFORMATION
 
    Jacor is subject to the informational requirements of the Exchange Act,  and
accordingly  files  reports, proxy  statements  and other  information  with the
Commission. Jacor has filed a Registration  Statement on Form S-3 together  with
all amendments and exhibits thereto with the Commission under the Securities Act
with  respect  to the  Offering. This  Prospectus  does not  contain all  of the
information set forth in the Registration Statement, certain parts of which  are
omitted  in accordance  with the  rules and  regulations of  the Commission. The
Registration  Statement,  including  any  amendments,  schedules  and   exhibits
thereto,  is available for inspection and copying as set forth above. Statements
contained in  this  Prospectus as  to  the contents  of  any contract  or  other
document  referred to  herein include  all material  terms of  such contracts or
other documents but are not necessarily complete, and in each instance reference
is made to the copy  of such contract or other  document filed as an exhibit  to
the  Registration Statement, each such statement being qualified in all respects
by such reference. Such  reports, proxy statements  and other information  filed
with  the  Commission are  available for  inspection and  copying at  the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's Regional
Offices located  at  Citicorp  Center,  500 West  Madison  Street,  Suite  1400,
Chicago, Illinois 60661-2511, and at 7 World Trade Center, 13th Floor, New York,
New  York 10048. Copies of  such documents may also  be obtained from the Public
Reference Room of  the Commission at  Judiciary Plaza, 450  Fifth Street,  N.W.,
Washington,  D.C. 20549,  at prescribed  rates. Jacor  files its  reports, proxy
statements and other  information with  the Commission  electronically, and  the
Commission  maintains a Web  site located at  http://www.sec.gov containing such
information. In addition,  reports and  other information  concerning Jacor  are
available  for inspection and copying at the  offices of The Nasdaq Stock Market
at 1735 K Street, N.W., Washington, D.C. 20006-1506.
 
                                       54

- ----------------------------------------------
                                  ----------------------------------------------
- ----------------------------------------------
                                  ----------------------------------------------
 
    NO  DEALER, SALES REPRESENTATIVE OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS  OFFERING
OTHER  THAN  THOSE CONTAINED  IN THIS  PROSPECTUS,  AND IF  GIVEN OR  MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN  AUTHORIZED
BY  THE COMPANY OR ANY UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL OR  A SOLICITATION  OF AN  OFFER TO BUY  ANY OF  THE SECURITIES  OFFERED
HEREBY  BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED OR  IN WHICH  THE PERSON  MAKING SUCH  OFFER OR  SOLICITATION IS  NOT
QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.  NEITHER  THE  DELIVERY  OF  THIS  PROSPECTUS  NOR  ANY  SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE  HAS
BEEN  NO CHANGE IN THE AFFAIRS OF THE  COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS  CORRECT AS OF ANY  TIME SUBSEQUENT TO THE  DATE
HEREOF.
 
                              -------------------
 
                               TABLE OF CONTENTS
 
   


                                                         PAGE
                                                   
Prospectus Summary..................................           3
Risk Factors........................................           9
Transactions........................................          12
Use of Proceeds.....................................          15
Capitalization......................................          16
Business............................................          17
Description of Notes................................          23
Description of Other Indebtedness...................          48
Underwriting........................................          52
Experts.............................................          53
Legal Matters.......................................          53
Incorporation of Certain Documents By Reference.....          53
Available Information...............................          54

    
 
   
                                  $150,000,000
    
 
                              JACOR COMMUNICATIONS
                                    COMPANY
                                 GUARANTEED BY
                                     [LOGO]
 
                               % SENIOR SUBORDINATED
                                 NOTES DUE 2006
 
                               -----------------
 
                                   PROSPECTUS
 
                               -----------------
 
                          DONALDSON, LUFKIN & JENRETTE
      SECURITIES CORPORATION
 
                              MERRILL LYNCH & CO.
 
                                          , 1996
 
- ----------------------------------------------
                                  ----------------------------------------------
- ----------------------------------------------
                                  ----------------------------------------------

                                    PART II
                   INFORMATION NOT REQUIRED IN THE PROSPECTUS
 
ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
 
    The following is an itemized statement of the fees and expenses (all but the
SEC   and  NASD  fees  are  estimates)  in  connection  with  the  issuance  and
distribution of the shares of Common Stock being registered hereunder. All  such
fees and expenses shall be borne by the Company.
 
   
                                                                 
SEC Registration fees.............................................  $  45,455
NASD fee..........................................................  $  15,500
Blue Sky fees and expenses........................................  $  15,000
Printing and engraving expenses...................................  $ 200,000
Transfer agent and registrar fee and expenses.....................  $   5,000
Attorneys' fees and expenses......................................  $ 245,000
Accounting fees and expenses......................................  $ 125,000
Miscellaneous.....................................................  $   4,045
                                                                    ---------
        Total.....................................................  $ 655,000
                                                                    ---------
                                                                    ---------


    
 
ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
    Jacor,  being incorporated under the General Corporation Law of the State of
Delaware, is empowered by  Section 145 of such  law ("Statute"), subject to  the
procedures  and  limitations  stated in  the  Statute, to  indemnify  any person
("Indemnitee") against expenses  (including attorneys'  fees), judgments,  fines
and  amounts  paid  in  settlement  actually  and  reasonably  incurred  by  the
Indemnitee in connection with any threatened, pending or completed action,  suit
or  proceeding to which an Indemnitee is made a party or threatened to be made a
party by reason of  the Indemnitee's being or  having been a director,  officer,
employee  or agent of Jacor or a director, officer, employee or agent of another
corporation, partnership,  joint  venture,  trust or  other  enterprise  at  the
request  of Jacor.  The Statute  provides that  indemnification pursuant  to its
provisions is not exclusive of other rights of indemnification to which a person
may  be  entitled  under   any  bylaw,  agreement,   vote  of  stockholders   or
disinterested  directors or otherwise. The Statute  also provides that Jacor may
purchase insurance on behalf of any director, officer, employee or agent.
 
    Article Sixth of  Jacor's Certificate of  Incorporation contains  provisions
permitted by Section 102 of the General Corporation Law of the State of Delaware
which  eliminate personal  liability of  members of  its board  of directors for
violations of  their  fiduciary  duty  of care.  Neither  the  Delaware  General
Corporation  Law  nor  the  Certificate of  Incorporation,  however,  limits the
liability of a director for breaching  such director's duty of loyalty,  failing
to  act in good faith, engaging in intentional misconduct or knowingly violating
a law, paying  a dividend or  approving a stock  repurchase under  circumstances
where  such  payment  or  repurchase  is not  permitted  under  the  Statute, or
obtaining an improper personal benefit.
 
    Article 8 of Jacor's Bylaws provides that Jacor is obligated to indemnify an
Indemnitee in each  and every situation  where Jacor is  obligated to make  such
indemnification pursuant to the Statute. Jacor must also indemnify an Indemnitee
in each and every situation where, under the Statute, Jacor is not obligated but
is  nevertheless permitted or  empowered to make  such indemnification. However,
before making such indemnification with respect to any situation covered by  the
preceding sentence, (i) Jacor shall promptly make or cause to be made, by any of
the  methods referred to in subsection (d) of the Statute, a determination as to
whether the  Indemnitee acted  in good  faith and  in a  manner such  indemnitee
reasonably believed to be in or not opposed to the best interests of Jacor, and,
in  the case of  any criminal action  or proceeding, had  no reasonable cause to
believe  that  such  Indemnitee's  conduct   was  unlawful  and  (ii)  no   such
indemnification shall be made unless it is determined that such Indemnitee acted
in  good faith and in  a manner such Indemnitee reasonably  believed to be in or
not opposed to the  best interests of  Jacor, and, in the  case of any  criminal
action  or proceeding, had no reasonable cause to believe that such Indemnitee's
conduct was unlawful.
 
                                      II-1

    Pursuant to authority contained  in its Bylaws, Jacor  maintains in force  a
standard  directors'  and  officers'  liability  insurance  policy  providing  a
coverage of $10,000,000 against liability incurred by any director or officer in
his or her capacity as such.
 
    The  preceding  discussion  of  the  Statute  and  Jacor's  Certificate   of
Incorporation  and Bylaws is not  intended to be exhaustive  and is qualified in
its entirety  by reference  to  the complete  texts  of Jacor's  Certificate  of
Incorporation and Bylaws and to the Statute.
 
ITEM 16.  EXHIBITS.
 
    See Index to Exhibits.
 
ITEM 17.  UNDERTAKINGS.
 
    Insofar  as indemnification for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant  pursuant to the foregoing provisions  described under Item 15 above,
or otherwise,  the  Registrant has  been  advised that  in  the opinion  of  the
Securities and Exchange Commission such indemnification is against public policy
as  expressed in  the Securities  Act and  is, therefore,  unenforceable. In the
event that a claim for indemnification against such liabilities (other than  the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling  person of the  Registrant in the successful  defense of any action,
suit or proceeding) is asserted by such director, officer or controlling  person
in  connection with the securities being registered, the Registrant will, unless
in the  opinion  of its  counsel  the matter  has  been settled  by  controlling
precedent,  submit to a  court of appropriate  jurisdiction the question whether
such indemnification  by  it  is  against public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.
 
The undersigned registrant hereby undertakes:
 
    (1)  That, for  purposes of determining  any liability  under the Securities
Act, the information omitted from the form  of Prospectus filed as part of  this
Registration  Statement in reliance  upon Rule 430A  and contained in  a form of
Prospectus filed by the Registrant pursuant  to Rule 424(b)(1) or (4) or  497(h)
under  the  Securities Act  shall  be deemed  to  be part  of  this Registration
Statement as of the time it was declared effective; and
 
    (2) That, for the purpose of determining any liability under the  Securities
Act,  each post-effective amendment that contains  a form of prospectus shall be
deemed to be  a new registration  statement relating to  the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
 
    (3) That, for  purposes of  determining any liability  under the  Securities
Act,  each filing of the Registrant's annual report pursuant to Section 13(a) or
15(d) of the  Exchange Act (and,  where applicable, each  filing of an  employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is  incorporated by reference in this  Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein,  and
the  offering of such securities at that time  shall be deemed to be the initial
bona fide offering thereof.
 
                                      II-2

   
    PURSUANT  TO THE REQUIREMENTS OF THE  SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS  REASONABLE GROUNDS TO  BELIEVE THAT IT  MEETS ALL OF  THE
REQUIREMENTS  FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT NO. 2 TO
REGISTRATION STATEMENT  NO.  333-16469  TO  BE  SIGNED  ON  ITS  BEHALF  BY  THE
UNDERSIGNED,  THEREUNTO DULY  AUTHORIZED, IN  THE CITY  OF CINCINNATI,  STATE OF
OHIO, ON THIS 12TH DAY OF DECEMBER, 1996.
    
 
   
                                JACOR COMMUNICATIONS, INC.
 
                                By   /s/ R. Christopher Weber
                                     ------------------------------------------
                                     R. Christopher Weber
                                     SENIOR VICE PRESIDENT,
                                     CHIEF FINANCIAL OFFICER AND SECRETARY
 
    
 
   
    PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
AMENDMENT NO.  2 TO  REGISTRATION STATEMENT  NO. 333-16469  HAS BEEN  SIGNED  ON
DECEMBER 12, 1996 BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ R. Christopher Weber
- --------------------------------------    --------------------------------------
Randy Michaels                            R. Christopher Weber
CHIEF EXECUTIVE OFFICER AND DIRECTOR      SENIOR VICE PRESIDENT, CHIEF FINANCIAL
                                          OFFICER AND SECRETARY
 
/s/ Robert L. Lawrence*                   /s/ Rod F. Dammeyer*
- --------------------------------------    --------------------------------------
Robert L. Lawrence                        Rod F. Dammeyer
PRESIDENT, CHIEF OPERATING OFFICER AND    DIRECTOR
DIRECTOR
 
/s/ Sheli Z. Rosenberg*                   /s/ F. Philip Handy*
- --------------------------------------    --------------------------------------
Sheli Z. Rosenberg                        F. Philip Handy
BOARD CHAIR AND DIRECTOR                  DIRECTOR
 
/s/ John W. Alexander                     /s/ Marc Lasry
- --------------------------------------    --------------------------------------
John W. Alexander                         Marc Lasry
DIRECTOR                                  DIRECTOR
 
    
 
   
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY PREVIOUSLY
      FILED.
 
    
 
                                      II-3

   
    PURSUANT  TO THE REQUIREMENTS OF THE  SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS  REASONABLE GROUNDS TO  BELIEVE THAT IT  MEETS ALL OF  THE
REQUIREMENTS  FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT NO. 2 TO
REGISTRATION STATEMENT  NO.  333-16469  TO  BE  SIGNED  ON  ITS  BEHALF  BY  THE
UNDERSIGNED,  THEREUNTO DULY  AUTHORIZED, IN  THE CITY  OF CINCINNATI,  STATE OF
OHIO, ON THIS 12TH DAY OF DECEMBER, 1996.
    
 
   
                                JACOR COMMUNICATIONS COMPANY
 
                                By   /s/ R. Christopher Weber
                                     ------------------------------------------
                                     R. Christopher Weber
                                     SENIOR VICE PRESIDENT
 
    
 
   
    PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
AMENDMENT NO.  2 TO  REGISTRATION STATEMENT  NO. 333-16469  HAS BEEN  SIGNED  ON
DECEMBER 12, 1996 BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ R. Christopher Weber
- --------------------------------------    --------------------------------------
Randy Michaels                            R. Christopher Weber
PRESIDENT                                 SENIOR VICE PRESIDENT, CHIEF FINANCIAL
                                          OFFICER AND DIRECTOR
 
    
 
   
  *By: /s/ Jon M. Berry              /s/ Jon M. Berry
     ------------------------------  -------------------------------------------
     Jon M. Berry                    Jon M. Berry
     AS ATTORNEY-IN-FACT, PURSUANT   DIRECTOR
     TO A POWER OF ATTORNEY
     PREVIOUSLY FILED.
 
    
 
                                      II-4

   
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement  No.  333-16469  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized, in  the City  of Cincinnati,  State of
Ohio, on this 12th day of December, 1996.
    
 
   
                                GREAT AMERICAN MERCHANDISING GROUP, INC.
 
                                By:  /s/ R. Christopher Weber
                                     ------------------------------------------
                                     R. Christopher Weber
                                     SENIOR VICE PRESIDENT AND ASSISTANT
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No.  2 to  Registration Statement  No. 333-16469  has been  signed  on
December 12, 1996 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 
    
 
                                      II-5

   
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement  No.  333-16469  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized, in  the City  of Cincinnati,  State of
Ohio, on this 12th day of December, 1996.
    
 
   
                                CINE GUARANTORS II, INC.
 
                                By:  /s/ R. Christopher Weber
                                     ------------------------------------------
                                     R. Christopher Weber
                                     SENIOR VICE PRESIDENT AND ASSISTANT
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No.  2 to  Registration Statement  No. 333-16469  has been  signed  on
December 12, 1996 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 
    
 
                                      II-6

   
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement  No.  333-16469  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized, in  the City  of Cincinnati,  State of
Ohio, on this 12th day of December, 1996.
    
 
   
                                GREAT AMERICAN TELEVISION PRODUCTIONS, INC.
 
                                By:  /s/ R. Christopher Weber
                                     ------------------------------------------
                                     R. Christopher Weber
                                     SENIOR VICE PRESIDENT AND ASSISTANT
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No.  2 to  Registration Statement  No. 333-16469  has been  signed  on
December 12, 1996 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 
    
 
                                      II-7

   
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement  No.  333-16469  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized, in  the City  of Cincinnati,  State of
Ohio, on this 12th day of December, 1996.
    
 
   
                                CINE GUARANTORS, INC.
 
                                By:  /s/ R. Christopher Weber
                                     ------------------------------------------
                                     R. Christopher Weber
                                     SENIOR VICE PRESIDENT AND ASSISTANT
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No.  2 to  Registration Statement  No. 333-16469  has been  signed  on
December 12, 1996 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 
    
 
                                      II-8

   
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement  No.  333-16469  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized, in  the City  of Cincinnati,  State of
Ohio, on this 12th day of December, 1996.
    
 
   
                                GACC-340, INC.
 
                                By:  /s/ R. Christopher Weber
                                     ------------------------------------------
                                     R. Christopher Weber
                                     SENIOR VICE PRESIDENT AND ASSISTANT
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No.  2 to  Registration Statement  No. 333-16469  has been  signed  on
December 12, 1996 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 
    
 
                                      II-9

   
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement  No.  333-16469  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized, in  the City  of Cincinnati,  State of
Ohio, on this 12th day of December, 1996.
    
 
   
                                GACC-N26LB, INC.
 
                                By:  /s/ R. Christopher Weber
                                     ------------------------------------------
                                     R. Christopher Weber
                                     SENIOR VICE PRESIDENT AND ASSISTANT
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No.  2 to  Registration Statement  No. 333-16469  has been  signed  on
December 12, 1996 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 
    
 
                                     II-10

   
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement  No.  333-16469  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized, in  the City  of Cincinnati,  State of
Ohio, on this 12th day of December, 1996.
    
 
   
                                CITICASTERS CO.
 
                                By:  /s/ R. Christopher Weber
                                     ------------------------------------------
                                     R. Christopher Weber
                                     SENIOR VICE PRESIDENT AND ASSISTANT
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No.  2 to  Registration Statement  No. 333-16469  has been  signed  on
December 12, 1996 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
                                          /s/ R. Christopher Weber
                                          --------------------------------------
                                          R. Christopher Weber
                                          DIRECTOR
 
    
 
   
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 
    
 
                                     II-11

   
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement  No.  333-16469  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized, in  the City  of Cincinnati,  State of
Ohio, on this 12th day of December, 1996.
    
 
   
                                SPORTS RADIO BROADCASTING, INC.
 
                                By:  /s/ R. Christopher Weber
                                     ------------------------------------------
                                     R. Christopher Weber
                                     SENIOR VICE PRESIDENT AND ASSISTANT
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No.  2 to  Registration Statement  No. 333-16469  has been  signed  on
December 12, 1996 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 
    
 
                                     II-12

   
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement  No.  333-16469  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized, in  the City  of Cincinnati,  State of
Ohio, on this 12th day of December, 1996.
    
 
   
                                NOBRO, S.C.
 
                                By:  /s/ R. Christopher Weber
                                     ------------------------------------------
                                     R. Christopher Weber
                                     TREASURER
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No.  2 to  Registration Statement  No. 333-16469  has been  signed  on
December 12, 1996 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ R. Christopher Weber
- --------------------------------------    --------------------------------------
Randy Michaels                            R. Christopher Weber
PRESIDENT AND DIRECTOR                    TREASURER AND DIRECTOR
 
                                          /s/ Jon M. Berry
                                          --------------------------------------
                                          Jon M. Berry
                                          DIRECTOR
 
    
 
   
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 
    
 
                                     II-13

   
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement  No.  333-16469  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized, in  the City  of Cincinnati,  State of
Ohio, on this 12th day of December, 1996.
    
 
   
                                SPORTS RADIO, INC.
 
                                By:  /s/ R. Christopher Weber
                                     ------------------------------------------
                                     R. Christopher Weber
                                     SENIOR VICE PRESIDENT AND ASSISTANT
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No.  2 to  Registration Statement  No. 333-16469  has been  signed  on
December 12, 1996 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 
    
 
                                     II-14

   
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement  No.  333-16469  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized, in  the City  of Cincinnati,  State of
Ohio, on this 12th day of December, 1996.
    
 
   
                                NOBLE BROADCAST CENTER, INC.
 
                                By:  /s/ R. Christopher Weber
                                     ------------------------------------------
                                     R. Christopher Weber
                                     SENIOR VICE PRESIDENT AND ASSISTANT
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No.  2 to  Registration Statement  No. 333-16469  has been  signed  on
December 12, 1996 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 
    
 
                                     II-15

   
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement  No.  333-16469  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized, in  the City  of Cincinnati,  State of
Ohio, on this 12th day of December, 1996.
    
 
   
                                JACOR BROADASTING CORPORATION
 
                                By:  /s/ R. Christopher Weber
                                     ------------------------------------------
                                     R. Christopher Weber
                                     SENIOR VICE PRESIDENT AND ASSISTANT
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No.  2 to  Registration Statement  No. 333-16469  has been  signed  on
December 12, 1996 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
                                          /s/ R. Christopher Weber
                                          --------------------------------------
                                          R. Christopher Weber
                                          DIRECTOR
 
    
 
   
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 
    
 
                                     II-16

   
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement  No.  333-16469  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized, in  the City  of Cincinnati,  State of
Ohio, on this 12th day of December, 1996.
    
 
   
                                BROADCAST FINANCE, INC.
 
                                By:  /s/ R. Christopher Weber
                                     ------------------------------------------
                                     R. Christopher Weber
                                     SENIOR VICE PRESIDENT AND ASSISTANT
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No.  2 to  Registration Statement  No. 333-16469  has been  signed  on
December 12, 1996 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
                                          /s/ R. Christopher Weber
                                          --------------------------------------
                                          R. Christopher Weber
                                          DIRECTOR
 
    
 
   
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 
    
 
                                     II-17

   
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement  No.  333-16469  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized, in  the City  of Cincinnati,  State of
Ohio, on this 12th day of December, 1996.
    
 
   
                                JACOR BROADCASTING OF FLORIDA, INC.
 
                                By:  /s/ R. Christopher Weber
                                     ------------------------------------------
                                     R. Christopher Weber
                                     SENIOR VICE PRESIDENT AND ASSISTANT
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No.  2 to  Registration Statement  No. 333-16469  has been  signed  on
December 12, 1996 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT AND DIRECTOR                    TREASURER AND DIRECTOR
 
    
 
   
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 
    
 
                                     II-18

   
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement  No.  333-16469  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized, in  the City  of Cincinnati,  State of
Ohio, on this 12th day of December, 1996.
    
 
   
                                JACOR BROADCASTING OF ATLANTA, INC.
 
                                By:  /s/ R. Christopher Weber
                                     ------------------------------------------
                                     R. Christopher Weber
                                     SENIOR VICE PRESIDENT AND ASSISTANT
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No.  2 to  Registration Statement  No. 333-16469  has been  signed  on
December 12, 1996 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 
    
 
                                     II-19

   
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement  No.  333-16469  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized, in  the City  of Cincinnati,  State of
Ohio, on this 12th day of December, 1996.
    
 
   
                                JACOR BROADCASTING OF COLORADO, INC.
 
                                By:  /s/ R. Christopher Weber
                                     ------------------------------------------
                                     R. Christopher Weber
                                     SENIOR VICE PRESIDENT AND ASSISTANT
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No.  2 to  Registration Statement  No. 333-16469  has been  signed  on
December 12, 1996 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 
    
 
                                     II-20

   
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement  No.  333-16469  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized, in  the City  of Cincinnati,  State of
Ohio, on this 12th day of December, 1996.
    
 
   
                                JACOR BROADCASTING OF LEXINGTON, INC.
 
                                By:  /s/ R. Christopher Weber
                                     ------------------------------------------
                                     R. Christopher Weber
                                     SENIOR VICE PRESIDENT AND ASSISTANT
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No.  2 to  Registration Statement  No. 333-16469  has been  signed  on
December 12, 1996 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 
    
 
                                     II-21

   
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement  No.  333-16469  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized, in  the City  of Cincinnati,  State of
Ohio, on this 12th day of December, 1996.
    
 
   
                                JACOR BROADCASTING OF KNOXVILLE, INC.
 
                                By:  /s/ R. Christopher Weber
                                     ------------------------------------------
                                     R. Christopher Weber
                                     SENIOR VICE PRESIDENT AND ASSISTANT
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No.  2 to  Registration Statement  No. 333-16469  has been  signed  on
December 12, 1996 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 
    
 
                                     II-22

   
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement  No.  333-16469  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized, in  the City  of Cincinnati,  State of
Ohio, on this 12th day of December, 1996.
    
 
   
                                GEORGIA NETWORK EQUIPMENT, INC.
 
                                By:  /s/ R. Christopher Weber
                                     ------------------------------------------
                                     R. Christopher Weber
                                     SENIOR VICE PRESIDENT AND ASSISTANT
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No.  2 to  Registration Statement  No. 333-16469  has been  signed  on
December 12, 1996 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 
    
 
                                     II-23

   
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement  No.  333-16469  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized, in  the City  of Cincinnati,  State of
Ohio, on this 12th day of December, 1996.
    
 
   
                                JACOR BROADCASTING OF TAMPA BAY, INC.
 
                                By:  /s/ R. Christopher Weber
                                     ------------------------------------------
                                     R. Christopher Weber
                                     SENIOR VICE PRESIDENT AND ASSISTANT
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No.  2 to  Registration Statement  No. 333-16469  has been  signed  on
December 12, 1996 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 
    
 
                                     II-24

   
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement  No.  333-16469  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized, in  the City  of Cincinnati,  State of
Ohio, on this 12th day of December, 1996.
    
 
   
                                JACOR CABLE, INC.
 
                                By:  /s/ R. Christopher Weber
                                     ------------------------------------------
                                     R. Christopher Weber
                                     SENIOR VICE PRESIDENT AND ASSISTANT
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No.  2 to  Registration Statement  No. 333-16469  has been  signed  on
December 12, 1996 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 
    
 
                                     II-25

   
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement  No.  333-16469  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized, in  the City  of Cincinnati,  State of
Ohio, on this 12th day of December, 1996.
    
 
   
                                JACOR BROADCASTING OF SAN DIEGO, INC.
 
                                By:  /s/ R. Christopher Weber
                                     ------------------------------------------
                                     R. Christopher Weber
                                     SENIOR VICE PRESIDENT AND ASSISTANT
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No.  2 to  Registration Statement  No. 333-16469  has been  signed  on
December 12, 1996 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
                                          /s/ R. Christopher Weber
                                          --------------------------------------
                                          R. Christopher Weber
                                          DIRECTOR
 
    
 
   
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 
    
 
                                     II-26

   
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement  No.  333-16469  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized, in  the City  of Cincinnati,  State of
Ohio, on this 12th day of December, 1996.
    
 
   
                                JACOR BROADCASTING OF ST. LOUIS, INC.
 
                                By:  /s/ R. Christopher Weber
                                     ------------------------------------------
                                     R. Christopher Weber
                                     SENIOR VICE PRESIDENT AND ASSISTANT
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No.  2 to  Registration Statement  No. 333-16469  has been  signed  on
December 12, 1996 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
                                          /s/ R. Christopher Weber
                                          --------------------------------------
                                          R. Christopher Weber
                                          DIRECTOR
 
    
 
   
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 
    
 
                                     II-27

   
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement  No.  333-16469  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized, in  the City  of Cincinnati,  State of
Ohio, on this 12th day of December, 1996.
    
 
   
                                JACOR BROADCASTING OF SARASOTA, INC.
 
                                By:  /s/ R. Christopher Weber
                                     ------------------------------------------
                                     R. Christopher Weber
                                     SENIOR VICE PRESIDENT AND ASSISTANT
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No.  2 to  Registration Statement  No. 333-16469  has been  signed  on
December 12, 1996 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
                                          /s/ R. Christopher Weber
                                          --------------------------------------
                                          R. Christopher Weber
                                          DIRECTOR
 
    
 
   
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 
    
 
                                     II-28

   
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement  No.  333-16469  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized, in  the City  of Cincinnati,  State of
Ohio, on this 12th day of December, 1996.
    
 
   
                                JACOR BROADCASTING OF IDAHO, INC.
 
                                By:  /s/ R. Christopher Weber
                                     ------------------------------------------
                                     R. Christopher Weber
                                     SENIOR VICE PRESIDENT AND ASSISTANT
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No.  2 to  Registration Statement  No. 333-16469  has been  signed  on
December 12, 1996 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 
    
 
                                     II-29

   
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement  No.  333-16469  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized, in  the City  of Cincinnati,  State of
Ohio, on this 12th day of December, 1996.
    
 
   
                                F.M.I. PENNSYLVANIA, INC.
 
                                By:  /s/ R. Christopher Weber
                                     ------------------------------------------
                                     R. Christopher Weber
                                     SENIOR VICE PRESIDENT AND ASSISTANT
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No.  2 to  Registration Statement  No. 333-16469  has been  signed  on
December 12, 1996 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 
    
 
                                     II-30

   
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement  No.  333-16469  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized, in  the City  of Cincinnati,  State of
Ohio, on this 12th day of December, 1996.
    
 
   
                                INMOBILIARIA RADIAL, S.A. DE C.V.
 
                                By:  /s/ R. Christopher Weber
                                     ------------------------------------------
                                     R. Christopher Weber
                                     TREASURER
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No.  2 to  Registration Statement  No. 333-16469  has been  signed  on
December 12, 1996 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ R. Christopher Weber
- --------------------------------------    --------------------------------------
Randy Michaels                            R. Christopher Weber
PRESIDENT AND DIRECTOR                    TREASURER AND DIRECTOR
 
                                          /s/ Jon M. Berry
                                          --------------------------------------
                                          Jon M. Berry
                                          DIRECTOR
 
    
 
   
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 
    
 
                                     II-31

   
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement  No.  333-16469  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized, in  the City  of Cincinnati,  State of
Ohio, on this 12th day of December, 1996.
    
 
   
                                JACOR BROADCASTING OF IOWA, INC.
 
                                By:  /s/ R. Christopher Weber
                                     ------------------------------------------
                                     R. Christopher Weber
                                     SENIOR VICE PRESIDENT AND ASSISTANT
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No.  2 to  Registration Statement  No. 333-16469  has been  signed  on
December 12, 1996 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER
 
                                          /s/ R. Christopher Weber
                                          --------------------------------------
                                          R. Christopher Weber
                                          DIRECTOR
 
    
 
   
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 
    
 
                                     II-32

   
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement  No.  333-16469  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized, in  the City  of Cincinnati,  State of
Ohio, on this 12th day of December, 1996.
    
 
   
                                NOBLE BROADCAST GROUP, INC.
 
                                By:  /s/ R. Christopher Weber
                                     ------------------------------------------
                                     R. Christopher Weber
                                     SENIOR VICE PRESIDENT AND ASSISTANT
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No.  2 to  Registration Statement  No. 333-16469  has been  signed  on
December 12, 1996 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 
    
 
                                     II-33

   
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement  No.  333-16469  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized, in  the City  of Cincinnati,  State of
Ohio, on this 12th day of December, 1996.
    
 
   
                                NOBLE BROADCAST OF COLORADO, INC.
 
                                By:  /s/ R. Christopher Weber
                                     ------------------------------------------
                                     R. Christopher Weber
                                     SENIOR VICE PRESIDENT AND ASSISTANT
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No.  2 to  Registration Statement  No. 333-16469  has been  signed  on
December 12, 1996 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 
    
 
                                     II-34

   
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement  No.  333-16469  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized, in  the City  of Cincinnati,  State of
Ohio, on this 12th day of December, 1996.
    
 
   
                                NOBLE BROADCAST OF SAN DIEGO, INC.
 
                                By:  /s/ R. Christopher Weber
                                     ------------------------------------------
                                     R. Christopher Weber
                                     SENIOR VICE PRESIDENT AND ASSISTANT
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No.  2 to  Registration Statement  No. 333-16469  has been  signed  on
December 12, 1996 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 
    
 
                                     II-35

   
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement  No.  333-16469  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized, in  the City  of Cincinnati,  State of
Ohio, on this 12th day of December, 1996.
    
 
   
                                NOBLE BROADCAST OF ST. LOUIS, INC.
 
                                By:  /s/ R. Christopher Weber
                                     ------------------------------------------
                                     R. Christopher Weber
                                     SENIOR VICE PRESIDENT AND ASSISTANT
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No.  2 to  Registration Statement  No. 333-16469  has been  signed  on
December 12, 1996 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 
    
 
                                     II-36

   
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement  No.  333-16469  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized, in  the City  of Cincinnati,  State of
Ohio, on this 12th day of December, 1996.
    
 
   
                                NOBLE BROADCAST OF TOLEDO, INC.
 
                                By:  /s/ R. Christopher Weber
                                     ------------------------------------------
                                     R. Christopher Weber
                                     SENIOR VICE PRESIDENT AND ASSISTANT
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No.  2 to  Registration Statement  No. 333-16469  has been  signed  on
December 12, 1996 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 
    
 
                                     II-37

   
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement  No.  333-16469  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized, in  the City  of Cincinnati,  State of
Ohio, on this 12th day of December, 1996.
    
 
   
                                NOVA MARKETING GROUP, INC.
 
                                By:  /s/ R. Christopher Weber
                                     ------------------------------------------
                                     R. Christopher Weber
                                     SENIOR VICE PRESIDENT AND ASSISTANT
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No.  2 to  Registration Statement  No. 333-16469  has been  signed  on
December 12, 1996 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 
    
 
                                     II-38

   
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement  No.  333-16469  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized, in  the City  of Cincinnati,  State of
Ohio, on this 12th day of December, 1996.
    
 
   
                                NOBLE BROADCAST LICENSES, INC.
 
                                By:  /s/ R. Christopher Weber
                                     ------------------------------------------
                                     R. Christopher Weber
                                     SENIOR VICE PRESIDENT AND ASSISTANT
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No.  2 to  Registration Statement  No. 333-16469  has been  signed  on
December 12, 1996 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 
    
 
                                     II-39

   
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement  No.  333-16469  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized, in  the City  of Cincinnati,  State of
Ohio, on this 12th day of December, 1996.
    
 
   
                                NOBLE BROADCAST HOLDINGS, INC.
 
                                By:  /s/ R. Christopher Weber
                                     ------------------------------------------
                                     R. Christopher Weber
                                     SENIOR VICE PRESIDENT AND ASSISTANT
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No.  2 to  Registration Statement  No. 333-16469  has been  signed  on
December 12, 1996 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 
    
 
                                     II-40

   
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement  No.  333-16469  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized, in  the City  of Cincinnati,  State of
Ohio, on this 12th day of December, 1996.
    
 
   
                                CINE GUARANTORS II, LTD.
 
                                By:  /s/ R. Christopher Weber
                                     ------------------------------------------
                                     R. Christopher Weber
                                     SENIOR VICE PRESIDENT AND ASSISTANT
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No.  2 to  Registration Statement  No. 333-16469  has been  signed  on
December 12, 1996 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 
    
 
                                     II-41

   
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement  No.  333-16469  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized, in  the City  of Cincinnati,  State of
Ohio, on this 12th day of December, 1996.
    
 
   
                                THE SY FISCHER COMPANY AGENCY, INC.
 
                                By:  /s/ R. Christopher Weber
                                     ------------------------------------------
                                     R. Christopher Weber
                                     SENIOR VICE PRESIDENT AND ASSISTANT
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No.  2 to  Registration Statement  No. 333-16469  has been  signed  on
December 12, 1996 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 
    
 
                                     II-42

   
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement  No.  333-16469  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized, in  the City  of Cincinnati,  State of
Ohio, on this 12th day of December, 1996.
    
 
   
                                CINE MOVIL S.A. DE C.V.
 
                                By:  /s/ R. Christopher Weber
                                     ------------------------------------------
                                     R. Christopher Weber
                                     SENIOR VICE PRESIDENT AND ASSISTANT
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No.  2 to  Registration Statement  No. 333-16469  has been  signed  on
December 12, 1996 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 
    
 
                                     II-43

   
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement  No.  333-16469  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized, in  the City  of Cincinnati,  State of
Ohio, on this 12th day of December, 1996.
    
 
   
                                CINE MOBILE SYSTEMS INT'L. N.V.
 
                                By:  /s/ R. Christopher Weber
                                     ------------------------------------------
                                     R. Christopher Weber
                                     SENIOR VICE PRESIDENT AND ASSISTANT
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No.  2 to  Registration Statement  No. 333-16469  has been  signed  on
December 12, 1996 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 
    
 
                                     II-44

   
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement  No.  333-16469  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized, in  the City  of Cincinnati,  State of
Ohio, on this 12th day of December, 1996.
    
 
   
                                WHOK, INC.
 
                                By:  /s/ R. Christopher Weber
                                     ------------------------------------------
                                     R. Christopher Weber
                                     SENIOR VICE PRESIDENT AND ASSISTANT
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No.  2 to  Registration Statement  No. 333-16469  has been  signed  on
December 12, 1996 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
                                          /s/ R. Christopher Weber
                                          --------------------------------------
                                          R. Christopher Weber
                                          DIRECTOR
 
    
 
   
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 
    
 
                                     II-45

   
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement  No.  333-16469  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized, in  the City  of Cincinnati,  State of
Ohio, on this 12th day of December, 1996.
    
 
   
                                VTTV PRODUCTIONS
 
                                By:  /s/ R. Christopher Weber
                                     ------------------------------------------
                                     R. Christopher Weber
                                     SENIOR VICE PRESIDENT AND ASSISTANT
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No.  2 to  Registration Statement  No. 333-16469  has been  signed  on
December 12, 1996 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 
    
 
                                     II-46

   
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement  No.  333-16469  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized, in  the City  of Cincinnati,  State of
Ohio, on this 12th day of December, 1996.
    
 
   
                                LOCATION PRODUCTIONS II, INC.
 
                                By:  /s/ R. Christopher Weber
                                     ------------------------------------------
                                     R. Christopher Weber
                                     SENIOR VICE PRESIDENT AND ASSISTANT
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No.  2 to  Registration Statement  No. 333-16469  has been  signed  on
December 12, 1996 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 
    
 
                                     II-47

   
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement  No.  333-16469  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized, in  the City  of Cincinnati,  State of
Ohio, on this 12th day of December, 1996.
    
 
   
                                LOCATION PRODUCTIONS, INC.
 
                                By:  /s/ R. Christopher Weber
                                     ------------------------------------------
                                     R. Christopher Weber
                                     SENIOR VICE PRESIDENT AND ASSISTANT
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No.  2 to  Registration Statement  No. 333-16469  has been  signed  on
December 12, 1996 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 
    
 
                                     II-48

   
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement  No.  333-16469  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized, in  the City  of Cincinnati,  State of
Ohio, on this 12th day of December, 1996.
    
 
   
                                CINE FILMS, INC.
 
                                By:  /s/ R. Christopher Weber
                                     ------------------------------------------
                                     R. Christopher Weber
                                     SENIOR VICE PRESIDENT AND ASSISTANT
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No.  2 to  Registration Statement  No. 333-16469  has been  signed  on
December 12, 1996 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 
    
 
                                     II-49

   
    Pursuant  to the requirements of the  Securities Act of 1933, the Registrant
certifies that it has  reasonable grounds to  believe that it  meets all of  the
requirements  for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement  No.  333-16469  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized, in  the City  of Cincinnati,  State of
Ohio, on this 12th day of December, 1996.
    
 
   
                                TAFT-TCI SATELLITE SERVICES, INC.
 
                                By:  /s/ R. Christopher Weber
                                     ------------------------------------------
                                     R. Christopher Weber
                                     SENIOR VICE PRESIDENT AND ASSISTANT
                                     SECRETARY
 
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No.  2 to  Registration Statement  No. 333-16469  has been  signed  on
December 12, 1996 by the following persons in the capacities indicated.
    
 
   
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ Randy Michaels*                       /s/ Jon M. Berry
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER AND DIRECTOR
 
    
 
   
*By:  /s/ Jon M. Berry
      -------------------------
      Jon M. Berry
      AS ATTORNEY-IN-FACT,
      PURSUANT TO A POWER OF
      ATTORNEY FILED HEREWITH.
 
    
 
                                     II-50

                               INDEX TO EXHIBITS
 
   


                                                                                                            SEQUENTIALLY
 EXHIBIT                                                                                                     NUMBERED
  NUMBER                                        DESCRIPTION OF EXHIBIT                                         PAGE
- ----------  ----------------------------------------------------------------------------------------------  -----------
                                                                                                      
 
  1.1       Form of Underwriting Agreement.
 
  2.1       Agreement  and Plan of Merger dated February  12, 1996 among Citicasters Inc. ("Citicasters"),       *
              Jacor Communications, Inc. ("Jacor") and JCAC, Inc. Incorporated by reference to Exhibit 2.1
              to Jacor's Current Report on Form 8-K dated February 27, 1996.
 
  2.2       Warrant Agreement  dated  as of  September  18, 1996  between  Jacor and  KeyCorp  Shareholder       *
              Services,  Inc.,  as warrant  agent. Incorporated  by  reference to  Exhibit 4.1  to Jacor's
              Current Report on Form 8-K dated October 3, 1996.
 
  2.3       Supplemental Agreement dated as  of September 18, 1996  between Jacor and KeyCorp  Shareholder       *
              Services,  Inc.,  as warrant  agent. Incorporated  by  reference to  Exhibit 4.2  to Jacor's
              Current Report on Form 8-K dated October 3, 1996.
 
  2.4       Registration Rights  Agreement dated  as of  August 5,  1996 among  Jacor, JCAC,  Inc.,  Great       *
              American  Insurance Company, American Financial Corporation, American Financial Enterprises,
              Inc., Carl H. Lindner, The Carl H. Lindner Foundation, and S. Craig Lindner. Incorporated by
              reference to Exhibit 2.22 to Jacor's Post-Effective Amendment No. 1 on Form S-3 to Form  S-4
              (File No. 333-6639).
 
  2.5       Stock  Purchase and  Stock Warrant Redemption  Agreement dated  as of February  20, 1996 among       *
              Jacor, Prudential Venture Partners II, L.P., Northeast Ventures, II, John T. Lynch, Frank A.
              DeFrancesco, Thomas R. Jiminez, William R. Arbenz, CIHC, Incorporated, Bankers Life  Holding
              Corporation and Noble Broadcast Group, Inc. ("Noble") (omitting exhibits not deemed material
              or  filed separately in executed form). [Prudential  and Northeast are sometimes referred to
              hereafter as  the "Class  A Shareholders";  Lynch, DeFrancesco,  Jiminez and  Arbenz as  the
              "Class  B Shareholders"; and CIHC and Bankers  Life as the Warrant Sellers.] Incorporated by
              reference to Exhibit  2.1 to  Jacor's Current Report  on Form  8-K dated March  6, 1996,  as
              amended.
 
  2.6       Investment  Agreement  dated as  of  February 20,  1996  among Jacor,  Noble  and the  Class B       *
              Shareholders (omitting exhibits not deemed  material). Incorporated by reference to  Exhibit
              2.2 to Jacor's Current Report on Form 8-K dated March 6, 1996, as amended.
 
  2.7       Asset  Exchange Agreement dated as  of September 26, 1996  between Citicasters Co. and Pacific       *
              and  Southern  Company,  Inc.  (omitting  schedules  and  exhibits  not  deemed   material).
              Incorporated by reference to Exhibit 2.1 to Jacor's Current Report on Form 8-K dated October
              11, 1996.
 
  2.8       Agreement  and Plan of Merger dated as of  October 8, 1996 ("Regent Merger Agreement") between       *
              Jacor and Regent Communications, Inc. (omitting schedules and exhibits not deemed material).
              Incorporated by reference to Exhibit 2.1 to Jacor's Current Report on Form 8-K dated October
              23, 1996.
 
  2.9       Form of Warrant  Agreement between Jacor  and KeyCorp Shareholder  Services, Inc., as  warrant       *
              agent  (included as  Exhibit B  to Regent  Merger Agreement).  Incorporated by  reference to
              Exhibit 2.2 to Jacor's Current Report on Form 8-K dated October 23, 1996.
 
  2.10      Escrow Agreement dated as of October 8, 1996 among Jacor, Regent Communications, Inc. and  PNC       *
              Bank,  as excrow agent (included  as Exhibit H to  Regent Merger Agreement). Incorporated by
              reference to Exhibit 2.3 to Jacor's Current Report on Form 8-K dated October 23, 1996.

    

   


                                                                                                            SEQUENTIALLY
 EXHIBIT                                                                                                     NUMBERED
  NUMBER                                        DESCRIPTION OF EXHIBIT                                         PAGE
- ----------  ----------------------------------------------------------------------------------------------  -----------
                                                                                                      
  2.11      Registration Rights Agreement dated as of October  8, 1996 among Jacor and the parties  listed       *
              in  Schedule I thereto (included  as Exhibit I to  Regent Merger Agreement). Incorporated by
              reference to Exhibit 2.4 to Jacor's Current Report on Form 8-K dated October 23, 1996.
 
  2.12      Form of  Plan and  Agreement of  Merger  between Jacor  and New  Jacor, Inc.  Incorporated  by       *
              reference  to Annex VII  to the Proxy  Statement/Information Statement/Prospectus to Jacor's
              Form S-4 Registration Statement (File No. 333-6639).
 
  4.1       Form of Indenture for Notes.
 
  4.2       Indenture dated as of June 12, 1996 between Jacor and The Bank of New York for Jacor's  Liquid       *
              Yield  Option Notes Due 2011. Incorporated by reference  to Exhibit 4.23 to Jacor's Form S-4
              Registration Statement (File No. 333-6639).
 
  4.3       Indenture dated as  of June  12, 1996 among  Jacor, JCAC,  Inc. and First  Trust of  Illinois,       *
              National Association for JCAC, Inc.'s 10 1/8% Senior Subordinated Notes due 2006 and Jacor's
              Guaranty thereof. Incorporated by reference to Exhibit 4.24 to Jacor's Form S-4 Registration
              Statement (File No. 333-6639).
 
  4.4       Credit  Agreement dated as of June 12, 1996  ("Credit Agreement") by and among JCAC, Inc., the       *
              Lenders named  therein  (the "Lenders"),  Chemical  Bank, as  Administrative  Agent,  Banque
              Paribas,  as  Documentation  Agent, and  Bank  of  America Illinois,  as  Syndication Agent.
              Incorporated by reference to Exhibit 4.27  to Jacor's Form S-4 Registration Statement  (File
              No. 333-6639).
 
  4.5       Security  Agreement dated as of June 12, 1996 by  and between JCAC, Inc. and Chemical Bank, as       *
              Administrative Agent.  Incorporated  by  reference  to Exhibit  4.28  to  Jacor's  Form  S-4
              Registration Statement (File No. 333-6639).
 
  4.6       Parent  Guaranty  dated  as  of  June  12,  1996  by  Jacor  in  favor  of  Chemical  Bank, as       *
              Administrative Agent, for the Lenders and any  Interest Rate Hedge Providers (as defined  in
              the  Credit  Agreement). Incorporated  by  reference to  Exhibit  4.29 to  Jacor's  Form S-4
              Registration Statement (File No. 333-6639).
 
  4.7       Pledge Agreement  dated as  of  June 12,  1996 by  and  between Jacor  and Chemical  Bank,  as       *
              Administrative  Agent for the Agents  (as defined in the  Credit Agreement), the Lenders and
              any Interest Rate Hedge Providers. Incorporated by reference to Exhibit 4.30 to Jacor's Form
              S-4 Registration Statement (File No. 333-6639).
 
  4.8       First Amendment dated as of June 18, 1996 to Credit Agreement dated as of June 12, 1996 by and       *
              among JCAC, Inc., the Lenders named therein, Chemical Bank, as Administrative Agent,  Banque
              Paribas,  as  Documentation  Agent, and  Bank  of  America Illinois,  as  Syndication Agent.
              Incorporated by reference  to Exhibit 4  to Jacor's Quarterly  Report on Form  10-Q for  the
              quarter ended June 30, 1996.
 
  4.9       Second  Amendment dated as of September 18, 1996 to Credit Agreement dated as of June 12, 1996       *
              by and among Citicasters (as successor by merger to JCAC, Inc.), the Lenders named  therein,
              The Chase Manhattan Bank (as successor by merger to Chemical Bank), as Administrative Agent,
              Banque  Paribas, as Documentation Agent, and Bank  of America Illinois, as Syndication Agent
              (omitting exhibits not deemed material). Incorporated by reference to Exhibit 4.1 to Jacor's
              Quarterly Report on Form 10-Q for the quarter ended September 30, 1996.

    

   


                                                                                                            SEQUENTIALLY
 EXHIBIT                                                                                                     NUMBERED
  NUMBER                                        DESCRIPTION OF EXHIBIT                                         PAGE
- ----------  ----------------------------------------------------------------------------------------------  -----------
                                                                                                      
  4.10      Third Amendment dated as of October 8, 1996 to  Credit Agreement dated as of June 12, 1996  by       *
              and among Citicasters (as successor by merger to JCAC, Inc.), the Lenders named therein, The
              Chase  Manhattan Bank (as  successor by merger  to Chemical Bank),  as Administrative Agent,
              Banque Paribas, as Documentation Agent, and  Bank of America Illinois, as Syndication  Agent
              (omitting exhibits not deemed material). Incorporated by reference to Exhibit 4.2 to Jacor's
              Quarterly Report on Form 10-Q for the quarter ended September 30, 1996.
 
  5.1       Opinion of Graydon, Head & Ritchey.
 
12          Computation of Earnings to Fixed Charges.                                                           **
 23.1       Consent of Coopers & Lybrand L.L.P.
 23.2       Consent of Ernst & Young LLP.
 23.3       Consent of Price Waterhouse LLP.
 
 23.4       Consent of Graydon, Head & Ritchey (included in opinion of counsel filed as Exhibit 5.1).
 
 24.1       Powers of Attorney of directors and officers of Jacor signing this Registration Statement.          **
 
 24.2       Power of Attorney of John W. Alexander.
 
 24.3       Power of Attorney of Marc Lasry.
 
 24.4       Powers  of  Attorney  of  directors  and officers  of  Citicasters  signing  this Registration      **
              Statement.
 
 24.5       Power of Attorney of Randy Michaels.
 
 24.6       Power of Attorney of Jon M. Berry.
 
 24.7       Power of Attorney of R. Christopher Weber.
 
 25         Statement of Eligibility of The Bank of New York, as trustee.
 
 27.1       Financial Data Schedule of Jacor. Incorporated by  reference to Jacor's Annual Report on  Form       *
              10-K for the year ended December 31, 1995, as amended.
 
 27.2       Financial  Data  Schedule of  Citicasters. Incorporated  by  reference to  Citicasters' Annual       *
              Report on Form 10-K for the year ended December 31, 1995, as amended.

    
 
- ------------------------
 
   
(*)       Incorporated by reference.
(**)      Previously filed.
 
    

EX-1

                        JACOR COMMUNICATIONS COMPANY

                     %Senior Subordinated Notes Due 2006

               Payment of Principal and Interest Unconditionally
                   Guaranteed by Jacor Communications, Inc.
                    and the other Guarantors named herein

                           UNDERWRITING AGREEMENT

                                                           December 12, 1996





DONALDSON, LUFKIN & JENRETTE
  SECURITIES CORPORATION
MERRILL LYNCH, PIERCE, FENNER & SMITH
            INCORPORATED
c/o Donaldson, Lufkin & Jenrette
      Securities Corporation
    277 Park Avenue
    New York, New York  10172

Ladies and Gentlemen:

         Subject to the terms and conditions herein contained, Jacor
Communications Company, a Florida corporation ("JCC") and a wholly owned
subsidiary of Jacor Communications, Inc. (the "Company"), proposes to issue and
sell to Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ") and Merrill
Lynch, Pierce, Fenner & Smith Incorporated (collectively, the "Underwriters") an
aggregate of $150,000,000 principal amount of its  % Senior Subordinated Notes
due 2006 (the "Securities"), which notes are irrevocably and unconditionally
guaranteed by the Company, Broadcast Finance, Inc.; Cine Films, Inc.; Cine
Guarantors, Inc.; Cine Guarantors II, Inc.; Cine Guarantors II, Ltd.; Cine
Mobile Systems Int'l. N.V.; Cine Movil S.A. de C.V.; Citicasters Co.; F.M.I.
Pennsylvania, Inc.; GACC-N26LB, Inc.; GACC-340, Inc.; Georgia Network Equipment,
Inc.; Great American Merchandising Group, Inc.; Great American Television
Productions, Inc.; Inmobilaria Radial, S.A. de C.V.; Jacor



Broadcasting Corporation; Jacor Broadcasting of Atlanta, Inc.; Jacor 
Broadcasting of Colorado, Inc.; Jacor Broadcasting of Florida, Inc.; Jacor 
Broadcasting of Idaho, Inc., A Delaware Corporation; Jacor Broadcasting of 
Iowa, Inc.;. Jacor Broadcasting of Knoxville, Inc.; Jacor Broadcasting of 
Lexington, Inc.; Jacor Broadcasting of St. Louis, Inc.; Jacor Broadcasting of 
San Diego, Inc.; Jacor Broadcasting of Sarasota, Inc.; Jacor Broadcasting of 
Tampa Bay, Inc.; Jacor Cable, Inc.; Location Productions, Inc.; Location 
Productions II, Inc.; Noble Broadcast Center, Inc.; Noble Broadcast Group, 
Inc.; Noble Broadcast Holdings, Inc.; Noble Broadcast Licenses,  Inc.; Noble 
Broadcast of Colorado, Inc.; Noble Broadcast of St. Louis, Inc.; Noble 
Broadcast of San Diego, Inc.; Noble Broadcast of Toledo, Inc.; Nobro, S.C.; 
Nova Marketing Group, Inc.; Sports Radio Broadcasting, Inc.; Sports Radio, 
Inc.; Taft-TCI Satellite Services, Inc.; The Sy Fischer Company Agency, Inc.; 
WHOK, Inc.; and VTTV Productions, each a direct or indirect subsidiary of the 
Company or any successor entity, whether by merger, consolidation, change of 
name or otherwise (collectively, the "Guarantors" and together with "JCC", 
the "Registrants".)  The Securities are to be issued pursuant to the 
provisions of an indenture to be dated as of December __, 1996 (the 
"Indenture") by and among the Guarantors, JCC and The Bank of New York as 
trustee (the "Trustee").

         For purposes of this Agreement, the term "Securities" means the
Securities together with the guarantee (the "Guarantee") thereof by the
Guarantors.

         The Securities are being issued and sold (i) to finance the remaining
purchase price of the Pending Transactions (as that term is defined in the
Registration Statement (defined below)); (ii) to repay a portion of the
outstanding indebtedness under the Credit Facility; and (iii) for general
corporate purposes, including the acquisition of other broadcast properties and
repayment of other indebtedness.

         The Pending Transactions include, among other things, the merger of
Regent Communications, Inc. ("Regent") with and into the Company (the "Regent
Merger").

         This Underwriting Agreement, the Indenture and all related agreements
and documents executed in connec-


                                      2



tion with the Pending Transactions are collectively referred to herein as the
"Transaction Documents."

         1.   REGISTRATION STATEMENT AND PROSPECTUS.  The Registrants have
prepared and filed with the Securities and Exchange Commission (the
"Commission") in accordance with the provisions of the Securities Act of 1933,
as amended, and the rules and regulations of the Commission thereunder
(collectively, the "Act"), a registration statement on Form S-3 (No. 333-16469),
including a preliminary prospectus, subject to completion, relating to the
Securities.  The registration statement, as amended at the time it becomes
effective or, if a post-effective amendment is filed with respect thereto, as
amended by such post-effective amendment at the time of its effectiveness,
including in each case, all documents incorporated or deemed incorporated by
reference therein, if any, all financial statements and exhibits, and the
information, if any, contained in a prospectus or term sheet subsequently filed
with the Commission pursuant to Rule 424(b) under the Act and deemed to be a
part of the registration statement at the time of its effectiveness pursuant to
Rule 430A or Rule 434 under the Act (as applicable), and any additional
registration statement relating to the issuance of additional Securities filed
pursuant to Rule 462(b) under the Act, is hereinafter referred to as the
"Registration Statement"; and the prospectus, constituting a part of the
Registration Statement at the time it became effective, or such revised
prospectus as shall be provided to the Underwriters for use in connection with
the offering of the Securities that differs from the prospectus on file with the
Commission at the time the Registration Statement became effective including, in
each case, all documents incorporated or deemed incorporated by reference
therein, if any, whether or not filed with the Commission pursuant to Rule
424(b) under the Act, and including any preliminary prospectus subject to
completion and any term sheet meeting the requirements of Rule 434(c), filed
pursuant to Rule 424(b), in the form used to confirm sales of the Securities, is
hereinafter referred to as the "Prospectus."

         2.   AGREEMENTS TO SELL AND PURCHASE.  On the basis of the
representations and warranties contained in this Agreement, and subject to its
terms and conditions, the Registrants agree to issue and sell to each of the


                                      3



Underwriters, and each of the Underwriters agrees, severally and not jointly, to
purchase from the Registrants, the Securities in the respective principal
amounts set forth opposite their names on Schedule I hereto, plus such amount as
they may individually become obligated to purchase pursuant to Section 8 hereof,
at a purchase price equal to ______% of the principal amount thereof (the
"Purchase Price").

         3.   DELIVERY AND PAYMENT.  Delivery to you of and payment for the
Securities shall be made at 9:00 A.M., New York City time, on the fourth
business day, unless otherwise permitted by the Commission pursuant to Rule
15c6-1 under the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission thereunder (collectively, the "Exchange Act"),
(such time and date being referred to as the "Closing Date") following the date
of the initial public offering of the Securities as advised by DLJ to the
Company, at such place as DLJ shall reasonably designate.  The Closing Date and
the location of delivery of the Securities may be varied by agreement between
DLJ and the Company.

         The Securities in definitive form shall be registered in such names
and issued in such denominations as DLJ shall request in writing not later than
two full business days prior to the Closing Date, and shall be made available to
you at the offices of DLJ (or such other place as shall be acceptable to you)
for inspection not later than 9:30 A.M., New York City time, on the business day
next preceding the Closing Date.  The Securities shall be delivered to you on
the Closing Date with any transfer taxes payable upon initial issuance thereof
duly paid by the Company, for the respective accounts of the Underwriters
against payment of the Purchase Price by wire transfer payable in same day
funds, to the order of the Company.

         4.   AGREEMENTS OF THE REGISTRANTS.  The Registrants, as applicable,
agree with each of you that:

         (a)  The Registrants will, if the Registration Statement has not
    heretofore become effective under the Act, file an amendment to the
    Registration Statement or, if necessary pursuant to Rule 430A under the
    Act, a post-effective amendment to the Registration Statement, in each
    case as soon as


                                      4



    practicable after the execution and delivery of this Agreement, and 
    will use their best efforts to cause the Registration Statement or such
    post-effective amendment to become effective at the earliest possible 
    time.  The Registrants will comply fully and in a timely manner with 
    the applicable provisions of Rule 424 and Rule 430A and, if 
    applicable, Rule 462, under the Act.

         (b)  The Company will advise you promptly and, if requested by any of
    you, confirm such advice in writing, (i) when the Registration 
    Statement has become effective, if and when the Prospectus is sent for 
    filing pursuant to Rule 424 under the Act and when any post-effective 
    amendment to the Registration Statement becomes effective, (ii) of the
    receipt of any comments from the Commission or any state securities 
    commission or regulatory authority that relate to the Registration 
    Statement or requests by the Commission or any state securities 
    commission or regulatory authority for amendments to the Registration 
    Statement or amendments or supplements to the Prospectus or for 
    additional information, (iii) of the issuance by the Commission of any
    stop order suspending the effectiveness of the Registration Statement,
    or of the suspension of qualification of the Securities for offering 
    or sale in any jurisdiction, or the initiation of any proceeding for 
    such purpose by the Commission or any state securities commission or 
    any other regulatory authority, and (iv) of the happening of any event 
    during such period as in your reasonable judgment you are required to 
    deliver a prospectus in connection with sales of the Securities by you
    which makes any statement of a material fact made in the Registration 
    Statement untrue or which requires the making of any additions to or 
    changes in the Registration Statement (as amended or supplemented from
    time to time) in order to make the statements therein not misleading
    or that makes any statement of a material fact made in the Prospectus 
    (as amended or supplemented from time to time) untrue or which requires
    the making of any additions to or changes in the Prospectus (as 
    amended or supplemented from time to time) in order to make the 
    statements therein, in light of the circumstances under which they 
    were made, not misleading.  The Company shall use 


                                      5



    its best efforts to prevent the issuance of any stop order or order
    suspending the qualification or exemption of the Securities under any state
    securities or Blue Sky laws, and, if at any time the Commission shall issue
    any stop order suspending the effectiveness of the Registration Statement,
    or any state securities commission or other regulatory authority shall
    issue an order suspending the qualification or exemption of the Securities
    under any state securities or Blue Sky laws, the Company shall use every
    reasonable effort to obtain the withdrawal or lifting of such order at the
    earliest possible time.

         (c)  The Company will furnish to you without charge two (2) signed
    copies (plus one (1) additional signed copy to your legal counsel) of the
    Registration Statement as first filed with the Commission and of each
    amendment to it, including all exhibits filed therewith, and will furnish
    to you such number of conformed copies of the Registration Statement as so
    filed and of each amendment to it, without exhibits, as you may reasonably
    request.

         (d)  The Registrants will not file any amendment or supplement to the
    Registration Statement, whether before or after the time when it becomes
    effective, or make any amendment or supplement to the Prospectus, of which
    you shall not previously have been advised and provided a copy within two
    business days prior to the filing thereof (or such reasonable amount of
    time as is necessitated by the exigency of such amendment or supplement) or
    to which you shall reasonably object; and the Registrants will prepare and
    file with the Commission, promptly upon your reasonable request, any
    amendment to the Registration Statement or supplement to the Prospectus
    which may be necessary or advisable in connection with the distribution of
    the Securities by you, and will use their best efforts to cause any
    amendment to the Registration Statement to become effective as promptly as
    possible.

         (e)  Promptly after the Registration Statement becomes effective, and
    from time to time thereafter for such period in your reasonable judgment as
    a prospectus is required to be delivered in connection


                                      6



    with sales of the Securities by you, the Company will furnish to each
    Underwriter and dealer without charge as many copies of the Prospectus (and
    of any amendment or supplement to the Prospectus) as such Underwriters and
    dealers may reasonably request.  The Registrants consent to the use of the
    Prospectus and any amendment or supplement thereto by any Underwriter or
    any dealer, both in connection with the offering or sale of the Securities
    and for such period of time thereafter as the Prospectus is required by the
    Act or the Exchange Act to be delivered in connection therewith.

         (f)  If during such period as in your reasonable judgment you are
    required to deliver a prospectus in connection with sales of the Securities
    by you any event shall occur as a result of which it becomes necessary to
    amend or supplement the Prospectus in order to make the statements therein,
    in the light of the circumstances existing as of the date the Prospectus is
    delivered to a purchaser, not misleading, or if it is necessary to amend or
    supplement the Prospectus to comply with any law, the Registrants will
    promptly prepare and file with the Commission an appropriate amendment or
    supplement to the Prospectus so that the statements in the Prospectus, as
    so amended or supplemented, will not, in the light of the circumstances
    existing as of the date the Prospectus is so delivered, be misleading, and
    will comply with applicable law, and will furnish to each Underwriter and
    dealer without charge such number of copies thereof as such Underwriters
    and dealers may reasonably request.

         (g)  Prior to any public offering of the Securities, the Registrants
    will cooperate with you and your counsel in connection with the
    registration or qualification of the Securities for offer and sale by you
    under the state securities or Blue Sky laws of such jurisdictions as you
    may request (provided, that the Registrants shall not be obligated to
    qualify as a foreign corporation in any jurisdiction in which they are not
    so qualified or to take any action that would subject them to general
    consent to service of process in any jurisdiction in which they are not now
    so subject).  The Registrants will


                                      7



    continue such qualification in effect so long as required by law for
    distribution of the Securities.

         (h)  The Company will make generally available to its security holders
    as soon as reasonably practicable a consolidated earning statement covering
    a period of at least twelve months beginning after the "effective date" (as
    defined in Rule 158 under the Act) of the Registration Statement (but in no
    event commencing later than 90 days after such date) which shall satisfy
    the provisions of Section 11(a) of the Act and Rule 158 thereunder, and to
    advise you in writing when such statement has been so made available.

         (i)  The Registrants will timely complete all required filings and
    otherwise fully comply in a timely manner with all provisions of the
    Exchange Act.

         (j)  During the period of five years hereafter, the Company will
    furnish to you (i) as soon as available, a copy of each report of the
    Company mailed to shareholders or filed with the Commission, and (ii) from
    time to time such other information concerning the Company as you may
    request.

         (k)  Whether or not the transactions contemplated hereby are
    consummated or this Agreement is terminated, the Registrants will pay and
    be responsible for all costs, expenses, fees and taxes in connection with
    or incident to (i) the printing, processing, filing, distribution and
    delivery under the Act or the Exchange Act of the Registration Statement,
    each preliminary prospectus, the Prospectus and all amendments or
    supplements thereto, (ii) the printing, processing, execution, distribution
    and delivery of this Agreement, any memoranda describing state securities
    or Blue Sky laws and all other agreements, memoranda, correspondence and
    other documents printed, distributed and delivered in connection with the
    offering of the Securities, (iii) the registration with the Commission and
    the issuance and delivery of the Securities, (iv) the registration or
    qualification of the Securities for offer and sale under the securities or
    Blue Sky laws of the jurisdictions referred to in paragraph (g)


                                      8



    above (including, in each case, the fees and disbursements of counsel
    relating to such registration or qualification and memoranda relating
    thereto and any filing fees in connection therewith), (v) furnishing such
    copies of the Registration Statement, Prospectus and preliminary
    prospectus, and all amendments and supplements to any of them, as may be
    reasonably requested by you, (vi) filing, registration and clearance with
    the NASD in connection with the offering of the Securities (including any
    filing fees in connection therewith and the fees and disbursements of
    counsel relating thereto), (vii) any "qualified independent underwriter" as
    required by Section 2720 of the Conduct Rules of the NASD (including fees
    and disbursements of counsel for such qualified independent underwriter),
    (viii) the printing, processing, execution, distribution and delivery of
    the Transaction Documents and all other agreements, memoranda,
    correspondence and other documents, printed, distributed and delivered in
    connection with the Transaction Documents and (ix) the performance by the
    Registrants of their other obligations under this Agreement, the cost of
    their personnel and other internal costs, the cost of printing and
    engraving the certificates representing the Securities, and all expenses
    and taxes incident to the sale and delivery of the Securities to you.

         (l)  The Company and JCC will use the proceeds from the sale of the
    Securities in the manner described in the Prospectus under the caption "Use
    of Proceeds."

         (m)  The Registrants will use their best efforts to do and perform all
    things required to be done and performed under this Agreement by them prior
    to or after the Closing Date and to satisfy all conditions precedent on
    their part to the delivery of the Securities.

         (n)  The Company will timely complete all required filings and
    otherwise comply fully in a timely manner with all provisions of the
    Exchange Act, and will file all reports and any definitive proxy or
    information statements required to be filed by the Company with the
    Commission pursuant to Sec-


                                      9



    tion 13(a), 13(c), 14(a) or 15(d) of the Exchange Act subsequent to the
    date of the Prospectus and for so long as the delivery of the Prospectus is
    required in connection with the offer or sale of the Securities.

         (o)  During the period beginning on the date of this Agreement and
    continuing to and including the Closing Date, except as described in the
    Prospectus with respect to the Pending Transactions, there will be no
    transactions entered into by the Company or any of its subsidiaries (each a
    "Subsidiary" and, collectively, the "Subsidiaries"), which are material
    with respect to the Company or any of the Subsidiaries, respectively, taken
    individually or as a whole, and there will be no dividend or distribution
    of any kind declared, paid or made by the Company on any class of capital
    stock or other equity interests.

         5.   REPRESENTATIONS AND WARRANTIES.  The Registrants represent and
warrant to each of you that:

         (a)  When the Registration Statement becomes effective, including at
    the date of any post-effective amendment, at the date of the Prospectus (if
    different) and at the Closing Date, the Registration Statement will comply
    in all material respects with the provisions of the Act, and will not
    contain any untrue statement of a material fact or omit to state any
    material fact required to be stated therein or necessary to make the
    statements therein not misleading; the Prospectus and any supplements or
    amendments thereto will not at the date of the Prospectus, at the date of
    any such supplements or amendments and at the Closing Date contain any
    untrue statement of a material fact or omit to state any material fact
    necessary in order to make the statements therein, in the light of the
    circumstances under which they were made, not misleading, except that the
    representations and warranties contained in this paragraph (a) shall not
    apply to statements in or omissions from the Registration Statement or the
    Prospectus (or any supplement or amendment to them) made in reliance upon
    and in conformity with information relating to any Underwriter furnished to
    the Company in writing by or on


                                      10



    behalf of any Underwriter through DLJ expressly for use therein.  The
    Registrants acknowledge for all purposes under this Agreement that the
    statements with respect to price and underwriting discount and the last
    paragraph all as set forth on the cover page and in paragraph four and in
    the second sentence of the fifth paragraph under the caption "Underwriting"
    in the Prospectus (or any amendment or supplement) constitute the only
    written information furnished to the Registrants by DLJ expressly for use
    in the Registration Statement or the Prospectus (or any amendment or
    supplement to them) and that the Underwriters shall not be deemed to have
    provided any other information (and therefore are not responsible for any
    such statement or omission).

         (b)  Any term sheet and prospectus subject to completion provided by
    the Registrants to the Underwriters for use in connection with the offering
    and sale of the Securities pursuant to Rule 434 under the Act together are
    not materially different from the Prospectus included in the Registration
    Statement.

         (c)  Each preliminary prospectus and the prospectus filed as part of
    the Registration Statement as originally filed or as part of any amendment
    thereto, or filed pursuant to Rule 424 under the Act, and each Registration
    Statement filed pursuant to Rule 462(b) under the Act, if any, complied
    when so filed in all material respects with the Act.

         (d)  The Company and each of its Subsidiaries and Regent has been duly
    organized, is validly existing as a corporation in good standing under the
    laws of its jurisdiction of organization and has the requisite corporate
    power and authority to carry on its business as it is currently being
    conducted, to own, lease and operate its properties and, as applicable, to
    authorize the offering of the Securities, to execute, deliver and perform
    this Agreement, and to issue, sell and deliver the Securities, and to
    execute, deliver and perform the Transaction Documents, as applicable, and
    each is duly qualified and is in good standing as a foreign corporation
    authorized to do business in each jurisdiction where the operation,
    ownership or leasing of property or the


                                      11



    conduct of its business requires such qualification, except where the
    failure to be so qualified could not, singly or in the aggregate,
    reasonably be expected to have a material adverse effect on the respective
    properties, business, results of operations, condition (financial or
    otherwise), affairs or prospects of each of the Company and the
    Subsidiaries taken as a whole (a "Material Adverse Effect").

         (e)  All of the issued and outstanding shares of capital stock of, or
    other ownership interests in, each Subsidiary have been duly and validly
    authorized and issued, and all of the shares of capital stock of, or other
    ownership interests in, each Subsidiary are owned, directly or through
    Subsidiaries, by the Company and, upon completion of the transactions
    contemplated by the Transaction Documents, all of the shares of capital
    stock of, or other ownership interests in the assets of Regent will be
    owned directly or through Subsidiaries, by the Company.  All such shares of
    capital stock are fully paid and nonassessable, and are owned free and
    clear of any security interest, mortgage, pledge, claim, lien or
    encumbrance (each, a "Lien"), except for Liens arising under the Credit
    Agreement, dated as of June 12, 1996, as amended, by and among The Chase
    Manhattan Bank (as successor by merger to Chemical Bank), as Administrative
    Agent, Banque Paribas, as Documentation Agent, and Bank of America,
    Illinois, as Syndication Agent (the "Credit Facility".)  There are no
    outstanding subscriptions, rights, warrants, options, calls, convertible
    securities, commitments of sale or Liens related to or entitling any person
    to purchase or otherwise to acquire any shares of the capital stock of, or
    other ownership interest in, any Subsidiary and with respect to Regent
    except for the Regent Merger and stock options issued by Regent which 
    options will be cancelled in connection with the Regent Merger.

         (f)  The authorized, issued and outstanding capital stock of the
    Company is as set forth in the Prospectus under "Capitalization"; all the
    shares of issued and outstanding Common Stock have been duly authorized and
    validly issued and are fully paid, nonassessable and not subject to any
    preemptive or similar rights.


                                      12



         (g)  None of the Company, any of the Subsidiaries and Regent is in
    violation of their respective charters or bylaws or in default in the
    performance of any bond, debenture, note or any other evidence of
    indebtedness or any indenture, mortgage, deed of trust or other contract,
    lease or other instrument to which the Company or any of the Subsidiaries
    or Regent is a party or by which any of them is bound, or to which any of
    the property or assets of the Company or any of the Subsidiaries or Regent
    is subject, except, in the case of Regent, as could not have a Material
    Adverse Effect.

         (h)  The Transaction Documents have been duly authorized and validly
    executed and delivered by the Registrants, as applicable, and constitute
    valid and legally binding agreements of the Registrants, as applicable,
    enforceable against the Registrants, as applicable, in accordance with
    their terms (assuming, in the case of each of the Transaction Documents,
    the due execution and delivery thereof by each party thereto).

         (i)  The Indenture has been duly authorized by the Registrants and,
    when duly executed and delivered in accordance with its terms, will be a
    valid and legally binding agreement of the Registrants, enforceable against
    the Registrants in accordance with its terms, subject to applicable
    bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and
    other similar laws affecting creditors' rights and remedies generally and
    to general principles of equity (regardless of whether enforcement is
    sought in a proceeding at law or in equity) and except to the extent that a
    waiver of rights under any usury laws may be unenforceable.

         (j)  The execution and delivery of this Agreement, the Indenture and
    the Securities by the Registrants, the issuance and sale of the Securities,
    the performance of this Agreement and the Indenture and the consummation of
    the transactions contemplated by this Agreement and the Indenture and the
    execution and delivery of the Transaction Documents by each of the
    Registrants and Regent, as applicable, and the consummation of the Pending
    Transactions will not (1) conflict with or result in a breach or violation


                                      13



    of any of the respective charters or bylaws of the Company or any of the
    Subsidiaries or Regent or any of the terms or provisions of, except, in the
    case of Regent, as could not have a Material Adverse Effect or (2)
    constitute a default or cause an acceleration of any obligation under or
    result in the imposition or creation of (or the obligation to create or
    impose) a Lien with respect to, any bond, note, debenture or other evidence
    of indebtedness or any indenture, mortgage, deed of trust or other
    agreement or instrument to which the Company or any of the Subsidiaries or
    Regent is a party or by which it or any of them is bound, or to which any
    properties of the Company or any of the Subsidiaries or Regent is or may be
    subject, except, in the case of Regent, as could not have a Material
    Adverse Effect, or (3) contravene any order of any court or governmental
    agency or body having jurisdiction over the Company or any of the
    Subsidiaries or Regent or any of their properties, or violate or conflict
    with any statute, rule or regulation or administrative or court decree
    applicable to the Company or any of the Subsidiaries or Regent or any of
    their respective properties, except, in the case of Regent, as could not
    have a Material Adverse Effect.

         (k)  There is no action, suit or proceeding before or by any court or
    governmental agency or body, domestic or foreign, pending against or
    affecting the Company or any of the Subsidiaries or  Regent or any of their
    respective properties, which is required to be disclosed in the
    Registration Statement or the Prospectus, or which could reasonably be
    expected to result, singly or in the aggregate, in a Material Adverse
    Effect or which could reasonably be expected to materially and adversely
    affect the consummation of this Agreement or the transactions contemplated
    hereby or the consummation of the Transaction Documents or the Pending
    Transactions, and to the best of the Company's knowledge, no such
    proceedings are contemplated or threatened.  No contract or document of a
    character required to be described in the Registration Statement or the
    Prospectus or to be filed as an exhibit to the Registration Statement is
    not so described or filed.


                                      14



         (l)  No action has been taken and no statute, rule or regulation or
    order has been enacted, adopted or issued by any governmental agency or
    body which prevents the issuance of the Securities, suspends the
    effectiveness of the Registration Statement, prevents or suspends the use
    of any preliminary prospectus or suspends the sale of the Securities in any
    jurisdiction referred to in Section 4(g) hereof; no injunction, restraining
    order or order of any nature by a Federal or state court of competent
    jurisdiction has been issued with respect to the Company or any of the
    Subsidiaries which would prevent or suspend the issuance or sale of the
    Securities, the effectiveness of the Registration Statement, or the use of
    any preliminary prospectus in any jurisdiction referred to in Section 4(g)
    hereof; no action, suit or proceeding is pending against or, to the best of
    the Company's knowledge, threatened against or affecting the Company or any
    of the Subsidiaries before any court or arbitrator or any governmental
    body, agency or official, domestic or foreign, which, if adversely
    determined, would materially interfere with or adversely affect the
    issuance of the Securities or in any manner draw into question the validity
    of the Transaction Documents; and every request of the Commission or any
    securities authority or agency of any jurisdiction for additional
    information (to be included in the Registration Statement or the Prospectus
    or otherwise) has been complied with in all material respects.

         (m)  (i) None of the Company, any of the Subsidiaries and Regent is
    in violation of any Federal, state or local laws and regulations relating
    to pollution or protection of human health or the environment (including,
    without limitation, ambient air, surface water, ground water, land surface
    or subsurface strata), including, without limitation, laws and regulations
    relating to emissions, discharges, releases or threatened releases of toxic
    or hazardous substances, materials or wastes, or petroleum and petroleum
    products ("Materials of Environmental Concern"), or otherwise relating to
    the protection of human health and safety, or the storage, disposal,
    transport or handling of Materials of Environmental Concern (collectively,
    "Environmental


                                      15



    Laws"), which violation includes, but is not limited to, noncompliance with
    any permits or other governmental authorizations, except to the extent that
    any such violation could not have a Material Adverse Effect or otherwise
    require disclosure in the Prospectus; and (ii) to the best knowledge of the
    Company and any of the Subsidiaries, after due inquiry, (A) none of the
    Company, any of the Subsidiaries, Regent and any of the other parties to the
    Transaction Documents (the "Pending Transaction Parties") with respect to
    the properties and radio stations to be purchased or sold pursuant to the
    Transaction Documents (the "Pending Properties") has received any
    communication (written or oral), whether from a governmental authority or
    otherwise, alleging any such violation or noncompliance, and there are no
    circumstances, either past, present or that are reasonably foreseeable,
    that may lead to such violation in the future, (B) there is no pending or
    threatened claim, action, investigation or notice (written or oral) by any
    person or entity alleging potential liability for investigatory, cleanup,
    or governmental responses costs, or natural resources or property damages,
    or personal injuries, attorney's fees or penalties relating to (x) the
    presence, or release into the environment, of any Material of Environmental
    Concern at any location owned or operated by the Company, any of the
    Subsidiaries, Regent, and the Pending Transaction Parties with respect to
    the Pending Properties, now or in the past, or (y) circumstances forming
    the basis of any violation, or alleged violation, of any Environmental Law
    (collectively, "Environmental Claims") that could have a Material Adverse
    Effect or otherwise require disclosure in the Prospectus, and (C) there are
    no past or present actions, activities, circumstances, conditions, events
    or incidents, that could form the basis of any Environmental Claim against
    the Company, any of the Subsidiaries, Regent, and the Pending Transaction
    Parties with respect to the Pending Properties, or against any person or
    entity whose liability for any Environmental Claim the Company, any of the
    Subsidiaries, Regent, and the Pending Transaction Parties with respect to
    the Pending Properties, have retained or assumed either contractually or by
    operation of law.  In the ordinary course of its business, each of the


                                      16



    Company and the Subsidiaries and Regent conducts a periodic review of the
    effect of Environmental Laws on the business, operations and properties of
    the in the course of which it identifies and evaluates associated costs and
    liabilities (including, without limitation, any capital or operating
    expenditures required for clean-up, closure of properties or compliance
    with Environmental Laws or any permit, license or approval, any related
    constraints on operating activities and any potential liabilities to third
    parties); on the basis of such review, the Company and the Subsidiaries,
    have reasonably concluded that such associated costs and liabilities could
    not have a Material Adverse Effect.

         (n)  None of the Company, any of the Subsidiaries, Regent, and to
    the knowledge of the Company, the Pending Transaction Parties with respect
    to the Pending Properties, has violated any Federal, state or local law
    relating to discrimination in the hiring, promotion or pay of employees nor
    any applicable wage or hour laws, nor any provisions of the Employee
    Retirement Income Security Act of 1974 ("ERISA") or the rules and
    regulations promulgated thereunder, nor has the Company or any of the
    Subsidiaries or Regent or, to the knowledge of the Company, the Pending
    Transaction Parties with respect to the Pending Properties, engaged in any
    unfair labor practice, which in each case described in this sentence could
    reasonably be expected to result, singly or in the aggregate, in a Material
    Adverse Effect.  There is (i) no significant unfair labor practice
    complaint pending against the Company or any of the Subsidiaries or Regent
    or, to the knowledge of the Company, the Pending Transaction Parties with
    respect to the Pending Properties, or, to the best knowledge of the
    Company, threatened against any of them, before the National Labor
    Relations Board or any state or local labor relations board, and no
    significant grievance or significant arbitration proceeding arising out of
    or under any collective bargaining agreement is so pending against the
    Company or any of the Subsidiaries or  Regent or, to the knowledge of the
    Company, the Pending Transaction Parties with respect to the Pending
    Properties, or, to the best knowledge of the Company, threatened against
    any of them, (ii) no


                                      17



    significant strike, labor dispute, slowdown or stoppage pending against the
    Company or any of its Subsidiaries or Regent or, to the knowledge of the
    Company, the Pending Transaction Parties with respect to the Pending
    Properties, or, to the best knowledge of the Company, threatened against
    the Company or any of the Subsidiaries, Regent, or the Pending Transaction
    Parties with respect to the Pending Properties and (iii) to the best
    knowledge of the Company, no union representation question existing with
    respect to the employees of the Company or any of the Subsidiaries, or the
    Pending Transaction Parties with respect to the Pending Properties, and, to
    the best knowledge of the Company, no union organizing activities are
    taking place, except (with respect to any matter specified in clause (i),
    (ii) or (iii) above, singly or in the aggregate) such as could not have a
    Material Adverse Effect.

         (o)  The Company, each of its Subsidiaries and Regent each have good
    and marketable title, free and clear of all Liens, to all property and
    assets described in the Registration Statement as being owned by it, except
    for (i) Liens pursuant to the Credit Facility and (ii) Liens on general
    office equipment which are not material to the Company's operations.  All
    leases to which the Company, the Subsidiaries or Regent are a party are
    valid and binding and no default has occurred or is continuing thereunder
    and the Company, each of its Subsidiaries and Regent enjoy peaceful and
    undisturbed possession under all such leases to which any of them is a
    party as lessee with such exceptions as do not materially interfere with
    the use made by the Company or any such Subsidiary or Regent.

         (p)  The respective firm of accountants that has certified or shall
    certify the applicable consolidated financial statements and supporting
    schedules of the Company, Citicasters, Inc. ("Citicasters"), Noble
    Broadcast Group, Inc. ("Noble") and the operations of six radio stations,
    KIIS-FM and KIIS-AM in Los Angeles, KSDO-AM and KKBH-FM in San Diego and
    WDAE-AM and WUSA-FM in Tampa-St. Petersberg (the "Selected Gannett Radio
    Stations") owned and operated by Pacific and Southern Company, Inc., a
    subsidiary of Gannett Co., Inc.


                                      18



    ("Gannett") filed, to be filed or incorporated by reference with the
    Commission as part of the Registration Statement and the Prospectus are
    independent public accountants with respect to the Company, the
    Subsidiaries and the Selected Gannett Radio Stations, Citicasters or Noble,
    as required by the Act.  The consolidated historical and PRO FORMA
    financial statements, together with related schedules and notes, set forth
    in the Prospectus and the Registration Statement comply as to form in all
    material respects with the requirements of the Act.  Such historical
    financial statements fairly present the consolidated financial position of
    the Company, the Subsidiaries and the Selected Gannett Radio Stations,
    Citicasters and Noble at the respective dates indicated and the results of
    their operations and their cash flows for the respective periods indicated,
    in accordance with generally accepted accounting principles ("GAAP")
    consistently applied throughout such periods.  Such PRO FORMA financial
    statements have been prepared on a basis consistent with such historical
    statements, except for the PRO FORMA adjustments specified therein, and
    give effect to assumptions made on a reasonable basis and present fairly
    the historical and proposed transactions contemplated by the Prospectus and
    the Transaction Documents.  The other financial and statistical information
    and data included in the Prospectus and in the Registration Statement,
    historical and PRO FORMA, are, in all material respects, accurately
    presented and prepared on a basis consistent with such financial statements
    and the books and records of the Company and the Selected Gannett Radio
    Stations, Citicasters and Noble.

         (q)  Subsequent to the respective dates as of which information is
    given in the Registration Statement and the Prospectus and up to the
    Closing Date, none of the Company, any of the Subsidiaries or Regent have 
    incurred any liabilities or obligations, direct or contingent, which are 
    material to the Company and the Subsidiaries taken as a whole, nor entered 
    into any transaction not in the ordinary course of business and there has 
    not been, singly or in the aggregate, any material adverse change, or any 
    development which could reasonably be expected to involve a material adverse
    change, in the proper-


                                      19



    ties, business, results of operations, condition (financial or otherwise),
    affairs or prospects of the Company and the Subsidiaries taken as a whole
    (a "Material Adverse Change").

         (r)  All tax returns required to be filed by the Company, any of the
    Subsidiaries and Regent in any jurisdiction have been filed, other than
    those filings being contested in good faith, and all material taxes,
    including withholding taxes, penalties and interest, assessments, fees and
    other charges due or claimed to be due from such entities have been paid,
    other than those being contested in good faith and for which adequate
    reserves have been provided or those currently payable without penalty or
    interest.

         (s)  No authorization, approval or consent or order of, or filing
    with, any court or governmental body or agency is necessary in connection
    with the transactions contemplated by the Pending Transactions, except such
    as may be required by the NASD or have been obtained and made under the
    Act, the Exchange Act, the Trust Indenture Act of 1939, as amended (the
    "TIA") or state securities or "Blue Sky" laws or regulations.  Neither the
    Company nor any of its affiliates is presently doing business with the
    government of Cuba or with any person or affiliate located in Cuba.

         (t)  (i) Each of the Company, the Subsidiaries and Regent and, to
    the knowledge of the Company, any of the Pending Transaction Parties with
    respect to the Pending Properties, has all certificates, consents,
    exemptions, orders, permits, licenses, authorizations, or other approvals
    (each, an "Authorization") of and from, and has made all declarations and
    filings with, all Federal, state, local and other governmental authorities
    (including the Federal Communications Commission ("FCC")), all
    self-regulatory organizations and all courts and other tribunals, necessary
    or required to own, lease, license and use its properties and assets and to
    conduct its business in the manner described in the Prospectus, except to
    the extent that the failure to obtain or file could not, singly or in the
    aggregate, reasonably be expected to have a Material


                                      20



    Adverse Effect, (ii) all such Authorizations are valid and in full force
    and effect, (iii) each of the Company, the Subsidiaries and Regent and,
    to the knowledge of the Company, the Pending Transaction Parties with
    respect to the Pending Properties, is in compliance in all material
    respects with the terms and conditions of all such Authorizations and with
    the rules and regulations of the regulatory authorities and governing
    bodies having jurisdiction with respect thereto and (iv) each commercial
    radio broadcast station identified in the Prospectus as owned and operated
    by any of the Company, the Subsidiaries or Regent, or, to the knowledge of
    the Company, the Pending Transaction Parties with respect to the Pending
    Properties, as applicable, is operating with the maximum facilities
    specified by the Authorization pertaining thereto.

         (u)  Neither the Company nor any of the Subsidiaries is (a) an
    "investment company" or a company "controlled" by an investment company
    within the meaning of the Investment Company Act of 1940, as amended, or
    (b) a "holding company" or a "subsidiary company" of a holding company, or
    an "affiliate" thereof within the meaning of the Public Utility Holding
    Company Act of 1935, as amended.

         (v)  No holder of any security of the Company has or will have any
    right to require the registration of such security by virtue of any
    transaction contemplated by this Agreement.

         (w)  Each of the Company, the Subsidiaries and Regent and, to the
    knowledge of the Company, the Pending Transaction Parties with respect to
    the Pending Properties, possesses the patents, patent rights, licenses,
    inventions, copyrights, know-how (including trade secrets and other
    unpatented and/or unpatentable proprietary or confidential information,
    systems or procedures), trademarks, service marks and trade names
    (collectively, "Intellectual Property") presently employed by them in
    connection with the businesses now operated by them, and none of the
    Company, the Subsidiaries and Regent, and, to the knowledge of the
    Company, the Pending Transaction Parties with respect to the Pending
    Properties, has received any notice of infringement of or


                                      21



    conflict with asserted rights of others with respect to the foregoing
    which, singly or in the aggregate, could reasonably be expected to result
    in any Material Adverse Change.  The use of such Intellectual Property in
    connection with the business and operations of each of the Company, the
    Subsidiaries and Regent, and, to the knowledge of the Company, the Pending
    Transaction Parties with respect to the Pending Properties does not, to the
    Company's knowledge, infringe on the rights of any person except where any
    such infringement has not resulted in, or could not reasonably be expected
    to result in any Material Adverse Change.

         (x)  Each certificate signed by any officer of any Registrant and
    delivered to the Underwriters or counsel for the Underwriters shall be
    deemed to be a representation and warranty by the applicable Registrant to
    each Underwriter as to the matters covered thereby.

         (y)  Each of the Company, the Subsidiaries and Regent maintains a
    system of internal accounting controls sufficient to provide reasonable
    assurance that (1) transactions are executed in accordance with
    management's general or specific authorizations; (2) transactions are
    recorded as necessary to permit preparation of financial statements in
    conformity with GAAP and to maintain asset accountability; (3) access to
    assets is permitted only in accordance with management's general or
    specific authorization; and (4) the recorded accountability for assets is
    compared with the existing assets at reasonable intervals and appropriate
    action is taken with respect to any differences.

         (z)  The Company has not (i) taken, directly or indirectly, any action
    designed to cause or to result in, or that has constituted or which could
    reasonably be expected to constitute, the stabilization or manipulation of
    the price of any security of the Company to facilitate the sale or resale
    of the Securities or (ii) since the initial filing of the Registration
    Statement (A) sold, bid for, purchased, or paid anyone any compensation for
    soliciting purchases of, the Securities or (B) paid or agreed to pay to any 
    person any compensation for soliciting 


                                       22



    another to purchase any other securities of the Company.

         (aa) Each of the Company, the Subsidiaries and Regent and, to the
    knowledge of the Company, the Pending Transaction Parties with respect to
    the Pending Properties, maintains insurance covering their properties,
    operations, personnel and businesses.  Such insurance insures against such
    losses and risks as are adequate in accordance with customary industry
    practice to protect the Company and its Subsidiaries and their businesses.
    None of the Company, any Subsidiary and Regent, and, to the knowledge of
    the Company, the Pending Transaction Parties with respect to the Pending
    Properties, has received notice from any insurer or agent of such insurer
    that substantial capital improvements or other expenditures will have to be
    made in order to continue such insurance.  All such insurance is
    outstanding and duly in force on the date hereof and will be outstanding
    and duly in force on the Closing Date.

         (bb) Neither the Company nor Regent has, directly or indirectly, paid
    or delivered any fee, commission or other sum of money or item or property,
    however characterized, to any finder, agent, government official or other
    party, in the United States or any other country, which is in any manner
    related to the business or operations of the Company or Regent,
    respectively, which the Company knows or has reason to believe to have been
    illegal under any Federal, state or local laws of the United States or any
    other country having jurisdiction; and neither the Company nor Regent has
    participated, directly or indirectly, in any boycotts or other similar
    practices in contravention of law affecting any of its actual or potential
    customers.

         (cc) Neither the Company nor Regent owns any "margin securities" as
    that term is defined in Regulations G and U of the Board of Governors of
    the Federal Reserve System (the "Federal Reserve Board").

         (dd)  Each person described in the Prospectus as a person to whom the
    Company or any of the Sub-


                                      23




    sidiaries provides programming pursuant to a local marketing agreement or a
    joint sales agreement (a "Licensee") has been issued by the FCC an FCC
    license (which is in full force and effect) for the operation of the
    commercial radio broadcast station identified in the Prospectus as
    programmed by the Company or any of its Subsidiaries, which licenses expire
    on the dates set forth in the Prospectus.

         (ee)  Each person described in the Prospectus as a person to whom the
    Company or any of the Subsidiaries provides programming pursuant to an
    exclusive sales agency agreement (a "Mexican Licensee"), has been issued by
    the Mexican government all necessary Mexican licenses (which are in full
    force and effect) for the operation of the commercial radio broadcast
    station identified in the Prospectus as programmed by the Company or any of
    its Subsidiaries.  Each of the Company and its Subsidiaries have all
    Authorizations necessary to deliver programming to the Mexican Licensees.

         (ff)  Each of the Company, its Subsidiaries and Regent and, to the
    knowledge of the Company, the Pending Transaction Parties with respect to
    the Pending Properties, has filed with the FCC all material reports,
    documents, instruments, information and applications required to be filed
    pursuant to the FCC's rules, regulations and requests.  No notice has been
    issued by the FCC which could permit, or after notice or lapse of time or
    both could permit, revocation or termination of any FCC license of any of
    the Subsidiaries, Regent or, to the knowledge of the Company, the Pending
    Transaction Parties with respect to the Pending Properties, or to the
    knowledge of the Company, of any of the Licensees prior to the expiration
    dates thereof or which could reasonably be expected to result in any other
    material impairment of any of the Subsidiaries', or Regent or its
    subsidiaries, or, to the knowledge of the Company, the Pending Transaction
    Parties or their subsidiaries with respect to the Pending Properties, or,
    to the knowledge of the Company, of any of the Licensees' rights thereunder
    and which could reasonably be expected to, singly or in the aggregate, have
    a Material Adverse Effect.


                                      24



         (gg)  Each of the Stations is now operating, and has operated, in
    compliance in all material respects with the Communications Act of 1934, as
    amended (the "Communications Act"), and the published rules and regulations
    of the FCC.  There is not issued, outstanding or pending any Notice of
    Violation, Notice of Apparent Liability, Order to Show Cause, material
    complaint or investigation by or before the FCC which could materially
    threaten or materially adversely affect any of the Company's or any of its
    Subsidiaries', Regent or its subsidiaries', or, to the knowledge of the
    Company, the Pending Transaction Parties or their subsidiaries' with
    respect to the Pending Properties, or, to the knowledge of the Company, any
    Licensees' FCC licenses or which could reasonably be expected to result in
    any material adverse effect upon any of the Company's Subsidiaries, Regent
    or its subsidiaries, or, to the knowledge of the Company, the Pending
    Transaction Parties or their subsidiaries with respect to the Pending
    Properties, or, to the knowledge of the Company, any Licensees' operation
    of its respective stations and which could reasonably be expected to,
    singly or in the aggregate, have a Material Adverse Effect, nor does the
    Company have reason to believe that the FCC licenses with respect to the
    Stations will not be renewed for a full eight year term when such FCC
    licenses are due for renewal.

         (hh)  The execution, delivery and performance of the obligations by
    the Company under this Agreement are not and will not be contrary to the
    Communications Act, as amended, will not result in any violation of the
    FCC's published rules and regulations, will not cause any forfeiture or
    impairment of any FCC license of any of the Stations by or before the FCC,
    and will not require any consent, approval or authorization of the FCC.

         (ii)  The execution, delivery and performance of the obligations by
    each of the Registrants, as applicable, and Regent (each, a "Transaction
    Party" and, collectively, the "Transaction Parties") and, to the knowledge
    of the Company, by the Pending Transaction Parties with respect to the
    Pending Properties to the extent each is a party to the


                                      25



    Transaction Documents are not and will not be contrary to the
    Communications Act, will not result in any violation of the FCC's published
    rules and regulations, will not cause any forfeiture or impairment of any
    FCC license of any of the Stations by or before the FCC, and will not
    require any consent, approval or authorization of the FCC (other than
    approval for a transfer of control over the relevant Stations).  All
    necessary applications, exhibits or other filings required by the FCC for
    transfer of control of the Stations now controlled by Regent, and, to the
    knowledge of the Company, by the Pending Transaction Parties with respect
    to the Pending Properties pursuant to the applicable Transaction Documents
    have been filed with the FCC (the "Transfer Applications").  To the best of
    the Company's knowledge, there are no circumstances that would cause the
    FCC to reject the Transfer Applications.

         (jj)  The Transaction Parties and, to the knowledge of the Company,
    the Pending Transaction Parties, have, to the extent each is or will be a
    party thereto, all requisite corporate power and authority to execute,
    deliver and perform their respective obligations under each of the
    Transaction Documents; each of the Transaction Documents has been duly and
    validly authorized, executed and delivered by the Transaction Parties and,
    to the knowledge of the Company, the Pending Transaction Parties, to the
    extent each is a party thereto, and each constitutes a valid and legally
    binding agreement of the Transaction Party and, to the knowledge of the
    Company, the Pending Transaction Parties, enforceable against each
    Transaction Party or Pending Transaction Party, as applicable, in
    accordance with its terms; except as set forth in the Prospectus, no
    consent, approval, authorization or order of any court or governmental
    agency or body is required for the performance of any of the Transaction
    Documents by each of the Transaction Parties or, to the knowledge of the
    Company, each Pending Transaction Party, to the extent each is a party
    thereto, or the consummation by each of the Transaction Parties, or to the
    knowledge of the Company, each of the Pending Transaction Parties, of any
    of the transactions contemplated thereby, except such as may be required


                                      26



    and have been obtained, or upon effectiveness of the Registration
    Statement, will have been obtained, under the Act, the Exchange Act, the
    Trust Indenture Act of 1939, as amended (the "TIA"), or state securities or
    "Blue Sky" laws or regulations or such as may be required by the NASD in
    connection with the purchase and distribution of the Securities by the
    Underwriters; and none of the Transaction Parties, is (i) in violation of
    its charter or bylaws, (ii) in violation of any statute, judgment, decree,
    order, rule or regulation applicable to any of them or any of their
    respective properties or assets, which violation would have a Material
    Adverse Effect, or (iii) in default in the performance or observance of any
    obligation, agreement, covenant or condition contained in any of the
    Transaction Documents or any other contract, indenture, mortgage, deed of
    trust, loan agreement, note, lease, license, franchise agreement, permit,
    Authorizations, certificate or agreement or instrument to which any of them
    is a party or to which any of them is subject, which default would have a
    Material Adverse Effect.

         (kk)  The execution, delivery and performance by the Transaction
    Parties, to the extent each is a party thereto, of each of the Transaction
    Documents, and the consummation by the respective Transaction Parties of
    the transactions contemplated thereby, will not violate, conflict with or
    constitute or result in a breach of or a default under (or an event which,
    with notice or lapse of time, or both, would constitute a breach of or a
    default under) any of (i) the terms or provisions of any of the Transaction
    Documents or any other indenture, mortgage, deed of trust, loan agreement,
    note, lease, license, franchise agreement, or agreement or instrument to
    which a Transaction Party, is a party or to which any of their respective
    properties or assets are subject, which violation, conflict, breach or
    default would have a Material Adverse Effect, (ii) the charter or bylaws of
    the Transaction Party, or (iii) any statute, judgment, decree, order, rule
    or regulation of any court, governmental agency or other body or self
    regulatory organization applicable to each Transaction Party, or any of
    their respective properties or assets, which violation, conflict,


                                      27



    breach or default would have a Material Adverse Effect.

         (ll)  The Regent Merger has been duly authorized by the relevant
    Transaction Parties and the transactions contemplated by the Transaction
    Documents have been approved, to the extent required, by all appropriate
    corporate action; approval of the transactions contemplated by the
    Transaction Documents by the shareholders of the Company is not required.

         (mm)  The Company has delivered to the Underwriters a true and correct
    copy of each of the Transaction Documents that have been executed and
    delivered prior to the date of this Agreement and each other Transaction
    Document in the form substantially as it will be executed and delivered,
    together with all related agreements and all schedules and exhibits
    thereto, and there have been no amendments, alterations, modifications or
    waivers of any of the provisions of any of the Transaction Documents since
    their date of execution or from the form in which it has been delivered to
    the Underwriters; there exists as of the date hereof (after giving effect
    to the transactions contemplated by the Transaction Documents) no event or
    condition which would constitute a default or an event of default (in each
    case as defined in the Credit Facility) under the Credit Facility, and no
    event or condition which would constitute a default or an event of default
    (in each case as defined in each of the Transaction Documents) under any of
    the Transaction Documents other than the Credit Facility, which would
    result in a Material Adverse Effect or materially adversely effect the
    ability of each of the Company or Regent to consummate the transactions
    contemplated by the Transaction Documents.

         (nn)  No director, officer or substantial shareholder of the Company
    has a 5% or greater interest (or no such persons collectively have a 10% or
    greater interest), directly or indirectly, in Regent.

         (oo)  The shares of Common Stock to be issued pursuant to the Regent
    Merger Agreement, will not


                                      28




    have upon issuance, voting power equal to or in excess of 20% of the voting
    power outstanding before the issuance of the Common Stock or securities
    convertible into or exercisable for Common Stock.

         (pp)  The Company has filed with the Commission all filings that are
    required to be filed as of the date hereof with respect to the financial
    statements of each of the Transaction Parties (as defined herein) in
    filings made under the Act and under the Exchange Act, specifically as
    required by Rule 3-05 of Regulation S-X and General Instructions and Item 7
    of Form 8-K.

         (ss)  Each of the representations and warranties contained in each of
    the Transaction Documents are true and correct on and as of the date
    hereof, except as could not have a Material Adverse Effect.

         6.   INDEMNIFICATION.

         (a)  The Registrants, jointly and severally, agree to indemnify and 
    hold harmless (i) each of the Underwriters and (ii) each person, if any, 
    who controls (within the meaning of Section 15 of the Act or Section 20 of 
    the Exchange Act) any of the Underwriters (any of the persons referred to 
    in this clause (ii) being hereinafter referred to as a "controlling 
    person"), and (iii) the respective officers, directors, partners, employees,
    representatives and agents of any of the Underwriters or any controlling 
    person (any person referred to in clause (i), (ii) or (iii) may hereinafter
    be referred to as an "Indemnified Person") to the fullest extent lawful, 
    from and against any and all losses, claims, damages, liabilities, 
    judgments, actions and expenses (including without limitation and as 
    incurred, reimbursement of all reasonable costs of investigating, preparing,
    pursuing or defending any claim or action, or any investigation or 
    proceeding by any governmental agency or body, commenced or threatened, 
    including the reasonable fees and expenses of counsel to any Indemnified 
    Person) directly or indirectly caused by, related to, based upon, arising 
    out of or in connection with any untrue statement or alleged untrue 
    statement of a material fact contained in the Registration Statement (or 
    any amendment thereto), including the


                                      29



    information deemed to be a part of the Registration Statement or the
    Prospectus (including any amendment or supplement thereto) or any
    preliminary prospectus, or any omission or alleged omission to state
    therein a material fact required to be stated therein or necessary to make
    the statements therein (in the case of the Prospectus, in light of the
    circumstances under which they were made) not misleading, PROVIDED,
    HOWEVER, that (i) except insofar as such losses, claims, damages,
    liabilities, judgments, actions or expenses are caused by an untrue
    statement or omission or alleged untrue statement or omission that is made
    in reliance upon and in conformity with information relating to any of the
    Underwriters furnished in writing to the Company by DLJ expressly for 
    use in the Registration Statement (or any amendment thereto) or the 
    Prospectus (or any amendment or supplement thereto) or any preliminary 
    prospectus, (ii) the foregoing indemnity agreement with respect to any 
    untrue statement contained in or omission from a preliminary prospectus 
    shall not inure to the benefit of the Underwriter from whom the person 
    asserting any such losses, liabilities, claims, damages or expenses 
    purchased Securities, or any person controlling such Underwriter, if a copy
    of the Prospectus (as then amended or supplemented, if the Company shall
    have furnished any amendments or supplements thereto) was not sent or given
    by or on behalf of the Underwriters to such person, if such is required by 
    law, at or prior to the written confirmation of the sale of such Securities
    to such person and the untrue statement contained in or omission from such 
    preliminary prospectus was corrected in the Prospectus (or the Prospectus as
    amended or supplemented).  The Company shall notify you promptly of the
    institution, threat or assertion of any claim, proceeding (including any 
    governmental investigation) or litigation in connection with the matters 
    addressed by this Agreement which involves the Company or an Indemnified 
    Person.

         (b)  In case any action or proceeding (including any governmental
    investigation) shall be brought or asserted against any of the Indemnified
    Persons with respect to which indemnity may be sought against the 
    Registrants, such Underwriter (or the Underwriter controlled by such 
    controlling person) shall


                                      30



    promptly notify the Company in writing (provided, that the failure to 
    give such notice shall not relieve the Registrants of their obligations 
    pursuant to this Agreement).  Such Indemnified Person shall have the right
    to employ its own counsel in any such action and the fees and expenses of 
    such counsel shall be paid, as incurred, by the Registrants (regardless of
    whether it is ultimately determined that an Indemnified Party is not 
    entitled to indemnification hereunder).  The Registrants shall not, in 
    connection with any one such action or proceeding or separate but 
    substantially similar or related actions or proceedings in the same 
    jurisdiction arising out of the same general allegations or circumstances, 
    be liable for the reasonable fees and expenses of more than one separate 
    firm of attorneys (in addition to any local counsel) at any time for such 
    Indemnified Persons, which firm shall be designated by DLJ.  The Registrants
    shall be liable for any settlement of any such action or proceeding effected
    with the Company's prior written consent, which consent will not be 
    unreasonably withheld, and the Registrants, jointly and severally, agree to
    indemnify and hold harmless any Indemnified Person from and against any 
    loss, claim, damage, liability or expense by reason of any settlement of any
    action effected with the written consent of the Company. Notwithstanding 
    the foregoing sentence, if at any time an Indemnified Person shall have 
    requested the Registrants to reimburse the Indemnified Person for fees and
    expenses of counsel as contemplated by the second sentence of this 
    paragraph, the Registrants, jointly and severally, agree that they shall be
    liable for any settlement of any proceeding effected without the Company's 
    written consent if (i) such settlement is entered into more than 10 business
    days after receipt by the Company of the aforesaid request, and (ii) the 
    Registrants shall not have reimbursed the Indemnified Person in accordance 
    with such request prior to the date of such settlement.  The Registrants 
    shall not, without the prior written consent of each Indemnified Person, 
    settle or compromise or consent to the entry of judgment in or otherwise 
    seek to terminate any pending or threatened action, claim, litigation or 
    proceeding in respect of which indemnification or contribution may be 
    sought hereunder (whether or not any Indemnified Person is a party thereto),
    unless such settlement, compromise, consent or termination


                                      31



    includes an unconditional release of each Indemnified Person from all
    liability arising out of such action, claim, litigation or proceeding.

         (c)  Each of the Underwriters agrees, severally and not jointly, to
    indemnify and hold harmless the Registrants, their directors, their officers
    who sign the Registration Statement, any person controlling (within the 
    meaning of Section 15 of the Act or Section 20 of the Exchange Act) the 
    Registrants, and the officers, directors, partners, employees, 
    representatives and agents of each such person, to the same extent as the 
    foregoing indemnity from the Registrants to each of the Indemnified Persons,
    but only with respect to claims and actions based on information relating to
    such Underwriter furnished in writing by DLJ expressly for use in the 
    Prospectus.

         (d)  If the indemnification provided for in this Section 6 is
    unavailable to an indemnified party in respect of any losses, claims,
    damages, liabilities, judgments, actions or expenses referred to herein,
    then each indemnifying party, in lieu of indemnifying such indemnified
    party, shall contribute to the amount paid or payable by such indemnified
    party as a result of such losses, claims, damages, liabilities, judgments,
    actions and expenses (i) in such proportion as is appropriate to reflect
    the relative benefits received by the indemnifying party on the one hand
    and the indemnified party on the other hand from the offering of the
    Securities or (ii) if the allocation provided by clause (i) above is not
    permitted by applicable law, in such proportion as is appropriate to
    reflect not only the relative benefits referred to in clause (i) above but
    also the relative fault of the indemnifying parties and the indemnified
    party, as well as any other relevant equitable considerations.  The
    relative benefits received by the Registrants, on the one hand, and any of 
    the Underwriters, on the other hand, shall be deemed to be in the same
    proportion as the total proceeds from the offering (net of underwriting
    discounts and commissions but before deducting expenses) received by the
    Registrants bear to the total underwriting discounts and commissions 
    received by such Underwriter, in each case as set forth in the table on the
    cover page of the Prospec-


                                      32



    tus.  The relative fault of the Registrants and the Underwriters shall be
    determined by reference to, among other things, whether the untrue or
    alleged untrue statement of a material fact or the omission or alleged
    omission to state a material fact related to information supplied by the
    Registrants or the Underwriters and the parties' relative intent, knowledge,
    access to information and opportunity to correct or prevent such statement
    or omission.  The indemnity and contribution obligations of the 
    Registrants set forth herein shall be in addition to any liability or 
    obligation the Registrants may otherwise have to any Indemnified Person.

        The Registrants and the Underwriters agree that it would not be just and
    equitable if contribution pursuant to this Section 6(d) were determined by
    PRO RATA allocation (even if the Underwriters were treated as one entity
    for such purpose) or by any other method of allocation which does not take
    account of the equitable considerations referred to in the immediately
    preceding paragraph.  The amount paid or payable by an indemnified party as
    a result of the losses, claims, damages, liabilities, judgments, actions or
    expenses referred to in the immediately preceding paragraph shall be deemed
    to include, subject to the limitations set forth above, any legal or other
    expenses reasonably incurred by such indemnified party in connection with
    investigating or defending any such action or claim.  Notwithstanding the
    provisions of this Section 6, none of the Underwriters (and its related
    Indemnified Persons) shall be required to contribute, in the aggregate, any
    amount in excess of the amount by which the total underwriting discount
    applicable to the Securities purchased by such Underwriter exceeds the
    amount of any damages which such Underwriter has otherwise been required to
    pay by reason of such untrue or alleged untrue statement or omission or
    alleged omission.  No person guilty of fraudulent misrepresentation (within
    the meaning of Section 11(f) of the Act) shall be entitled to contribution
    from any person who was not guilty of such fraudulent misrepresentation.
    The Underwriters' obligations to contribute pursuant to this Section 6(d)
    are several in proportion to the respective number


                                      33



    of Securities purchased by each of the Underwriters hereunder and not
    joint.

         7.   CONDITIONS OF UNDERWRITERS' OBLIGATIONS.  The several obligations
of the Underwriters to purchase the Securities under this Agreement are subject
to the satisfaction of each of the following conditions:

         (a)  All the representations and warranties of the Registrants
    contained in this Agreement shall be true and correct on the Closing Date
    with the same force and effect as if made on and as of the Closing Date.
    The Company shall have performed or complied with all of its obligations
    and agreements herein contained and required to be performed or complied
    with by it at or prior to the Closing Date.

         (b)  (i) The Registration Statement shall have become effective (or,
    if a post-effective amendment is required to be filed pursuant to Rule 430A
    promulgated under the Act, such post-effective amendment shall have become
    effective) not later than 10:00 A.M. (and in the case of a Registration
    Statement filed under Rule 462(b) of the Act, not later than 10:00 P.M.),
    New York City time, on the date of this Agreement or at such later date and
    time as you may approve in writing, (ii) at the Closing Date, no stop order
    suspending the effectiveness of the Registration Statement shall have been
    issued and no proceedings for that purpose shall have been commenced or
    shall be pending before or contemplated by the Commission and every request
    for additional information on the part of the Commission shall have been
    complied with in all material respects, and (iii) no stop order suspending
    the sale of the Securities in any jurisdiction referred to in Section 4(g)
    shall have been issued and no proceeding for that purpose shall have been
    commenced or shall be pending or threatened.

         (c)  No action shall have been taken and no statute, rule, regulation
    or order shall have been enacted, adopted or issued by any governmental
    agency which would, as of the Closing Date, prevent the issuance of the
    Securities; and no injunction, restraining order or order of any nature by
    a Federal or state court of competent jurisdiction shall


                                      34



    have been issued as of the Closing Date which would prevent the issuance of
    the Securities or the consummation of the Pending Transactions.

         (d)  (i) Since the date hereof or since the dates as of which
    information is given in the Registration Statement and the Prospectus,
    there shall not have been any Material Adverse Change, (ii) since the date
    of the latest balance sheet included, or incorporated by reference, in the
    Registration Statement and the Prospectus, there shall not have been any
    material change in the capital stock or long-term debt, or material
    increase in short-term debt, of the Company or any of the Subsidiaries
    taken as a whole and (iii) the Company and the Subsidiaries taken as a
    whole, shall have no liability or obligation, direct or contingent, that is
    material to the Company and the Subsidiaries taken as a whole,
    respectively, and is required to be disclosed on a balance sheet in
    accordance with GAAP and is not disclosed on the latest applicable balance
    sheet included in the Registration Statement and the Prospectus.

         (e)  You shall have received a certificate of the Company, dated the
    Closing Date, executed on behalf of the Company, by the President or any
    Vice President and a principal financial or accounting officer of the
    Company confirming, as of the Closing Date, the matters set forth in
    paragraphs (a), (b), (c) and (d) of this Section 7.

         (f)  On the Closing Date, you shall have received:

              (1)  an opinion (satisfactory to you and your counsel), dated the
    Closing Date, of Graydon, Head & Ritchey, counsel for the Company, (which
    opinion shall, in regards to any matters covered by the law of the States
    of Colorado, Florida or Georgia, rely on the opinion of Colorado, Florida
    or Georgia counsel, respectively, reasonably acceptable to the
    Underwriters) to the effect that:

                   (i)   (A) the Company and each of the Subsidiaries is a duly
         organized and validly existing corporation in good stand-


                                      35




         ing under the laws of its jurisdiction of incorporation, has the
         requisite corporate power and authority to own, lease and operate its
         properties and to conduct its business as described in the
         Registration Statement and the Prospectus, and is duly qualified as a
         foreign corporation and in good standing in each jurisdiction where
         the ownership, leasing or operation of property or the conduct of its
         business requires such qualification, except where the failure to be
         so qualified could not be reasonably expected to have, singly or in
         the aggregate, a Material Adverse Effect; and (B) the Company has the
         requisite corporate power and authority to execute, deliver and
         perform this Agreement;

                   (ii)  the Transaction Documents have been duly authorized,
         executed and delivered by the Registrants, as applicable;

                   (iii) the authorized, issued and outstanding capital stock
         of the Company is as set forth in the Prospectus under
         "Capitalization";

                   (iv)  all of the issued and outstanding shares of capital
         stock of, or other ownership interests in, each Subsidiary have been
         duly and validly authorized and issued, and the shares of capital
         stock of, or other ownership interests in, each Subsidiary are owned,
         directly or through Subsidiaries, by the Company, are fully paid and
         nonassessable, and are owned free and clear of any Lien, except for
         Liens pursuant to the Credit Facility;

                   (v)   to the knowledge of such counsel (after due inquiry)
         there are no outstanding subscriptions, rights, warrants, options,
         calls, convertible securities, commitments of sale or Liens related to
         or entitling any person to purchase or otherwise to acquire any shares
         of the capital stock of, or other ownership interest in, any
         Subsidiary except as disclosed in the Prospectus;


                                      36



                   (vi)  neither the Company nor any of the Subsidiaries is (A)
         an "investment company" or a company "controlled" by an investment
         company within the meaning of the Investment Company Act of 1940, as
         amended, or (B) a "holding company" or a "subsidiary company" of a
         holding company, or an "affiliate" thereof within the meaning of the
         Public Utility Holding Company Act of 1935, as amended;

                   (vii) neither the consummation of the transactions
         contemplated by this Agreement nor the sale, issuance, execution or
         delivery of the Securities, will violate Regulation G, T, U or X of
         the Board of Governors of the Federal Reserve System;

                   (viii) when authenticated in accordance with the terms of
         the Indenture and delivered to and paid for in accordance with the
         terms of this Agreement, the Guarantee and the Securities will
         constitute valid and legally binding obligations of the Guarantors and
         JCC, respectively, enforceable against the Guarantors and JCC,
         respectively, in accordance with their respective terms and entitled
         to the benefits of the Indenture, subject to applicable bankruptcy,
         insolvency, fraudulent conveyance, reorganization, moratorium and
         similar laws affecting creditors' rights and remedies generally and to
         general principles of equity (regardless of whether enforcement is
         sought in a proceeding at law or in equity) and except to the extent
         that a waiver of rights under any usury laws may be unenforceable;

                   (ix)  the Indenture, assuming due authorization, execution
         and delivery thereof by the Trustee, constitutes a valid and legally
         binding agreement of the Registrants, respectively, enforceable
         against the Registrants, in accordance with its terms, subject to
         applicable bankruptcy, insolvency, fraudulent conveyance,
         reorganization, moratorium and similar laws affecting creditors'
         rights and remedies generally and to general principles of equity
         (regardless of whether enforcement is


                                      37



         sought in a proceeding at law or in equity) and except to the extent
         that a waiver of rights under any usury laws may be unenforceable;

                   (x)   the Securities and the Indenture conform in all
         material respects to the descriptions thereof contained in the
         Prospectus;

                   (xi)  to the best knowledge of such counsel, there is no
         current, pending or threatened action, suit or proceeding before any
         court or governmental agency, authority or body or any arbitrator
         involving the Company or any Subsidiary or to which any of their
         respective properties is subject of a character required to be
         disclosed in the Registration Statement which is not adequately
         disclosed in the Prospectus;

                   (xii) the descriptions in the Registration Statement and the
         Prospectus of statutes, legal and governmental proceedings and
         contracts and other documents are accurate in all material respects
         and fairly present the information required to be shown; and such
         counsel does not know of any legal or governmental proceedings
         required to be described in the Registration Statement or Prospectus
         which are not described as required or of any contracts or documents
         of a character required to be described in the Registration Statement
         or Prospectus or to be filed as exhibits to the Registration Statement
         which are not described and filed as required; it being understood
         that such counsel need express no opinion as to the financial
         statements, notes or schedules or other financial data included
         therein;

                   (xiii) the Registration Statement has become effective under
         the Act; any required filing of the Prospectus, and any supplements
         and term sheets thereto, pursuant to Rule 424(b) has been made in the
         manner and within the time period required by Rule 424(b); and to the
         knowledge of such counsel (after due inquiry) no stop order suspending
         the effec-


                                      38



         tiveness of the Registration Statement or any part thereof has been
         issued and no proceedings therefor have been instituted or are pending
         or contemplated under the Act; and the Indenture has been duly
         qualified under the TIA;

                   (xiv) no authorization, approval, consent or order of, or
         filing with, any court or governmental body or agency is required for
         the consummation by the Company of the transactions contemplated by
         the Agreement, except such as have been obtained and made under the
         Act, the Exchange Act, the TIA, state securities or "Blue Sky" laws or
         regulations or such as may be required by the NASD; no authorization,
         approval, consent or order of, or filing with, any court or
         governmental body or agency is required for the consummation by the
         Registrants, as applicable, or Regent, of the transactions
         contemplated by the applicable Transaction Documents, except as
         disclosed in the Prospectus; the execution and delivery of this
         Agreement and the Indenture, the issuance and sale of the Securities,
         the performance of this Agreement and the consummation of the
         transactions contemplated by this Agreement will not result in a
         breach or violation of any of (A) any of the respective charters or
         bylaws of the Company or any of the Subsidiaries or (B) to the
         knowledge of such counsel (after due inquiry), the terms or provisions
         of any agreement or instrument which is filed as an exhibit to the
         Registration Statement and to which the Company or any of the
         Subsidiaries is a party or by which any of them is bound, or to which
         any of the properties of the Company or any of the Subsidiaries is
         subject, or (C) to the knowledge of such counsel (after due inquiry)
         constitute a default under, any statute, rule or regulation to which
         the Company or any Subsidiary is bound or to which any of the
         properties of the Company or any Subsidiary is subject or (D) any
         order of any court or governmental agency or body having jurisdiction
         over the Company or any of the Subsidiaries or any of their properties
         which conflict, breach or default in each of the cases described in


                                      39



         clauses (B), (C) and (D) could reasonably be expected to have a
         Material Adverse Effect;

                   (xv)  at the time it became effective and on the Closing
         Date, the Registration Statement complied as to form in all material
         respects with the Act;

                   (xvi) to the knowledge of such counsel, neither the Company
         nor the Subsidiaries has received any notice of infringement of or
         conflict with asserted rights of others with respect to the
         Intellectual Property which, singly or in the aggregate, if the
         subject of an unfavorable decision, ruling or finding, could
         reasonably be expected to result in a Material Adverse Change.  The
         use of such Intellectual Property in connection with the business and
         operations of the Company and the Subsidiaries does not, to the
         knowledge of such counsel, infringe on the rights of any person;

                   (xvii) to the best knowledge of such counsel, (A) there are
         no franchises, contracts, indentures, mortgages, loan agreements,
         notes, leases or other instruments to which the Company, any of the
         Subsidiaries or Regent are a party or by which any of them may be
         bound that are required to be described in the Registration Statement
         or the Prospectus or to be filed as exhibits to the Registration
         Statement other than those described therein or filed as exhibits
         thereto and (B) no default exists in the due performance or observance
         of any obligation, agreement, covenant or condition contained in any
         contract, indenture, mortgage, loan agreement, note, lease or other
         instrument so described or filed in the Registration Statement or the
         Prospectus or to be filed as exhibits to the Registration Statement,
         or any agreement identified on a schedule attached to the opinion,
         except for defaults which could not reasonably be expected to have a
         Material Adverse Effect;

                   (xviii) the Company, the Subsidiaries and Regent, to the
         extent each is a


                                      40



         party thereto, have full corporate power and authority to execute,
         deliver and perform its respective obligations under the applicable
         Transaction Documents;

                   (xix) the Transaction Documents, assuming the authorization,
         execution and delivery thereof by the parties other than the
         Registrants, as applicable, and Regent, constitute valid and legally
         binding agreements of the respective parties thereto enforceable
         against each of the parties, to the extent each is a party thereto, in
         accordance with their respective terms subject to applicable
         bankruptcy, insolvency, reorganization, moratorium and similar laws
         affecting creditors' rights generally and to principles of equity
         (regardless of whether enforcement is sought in a proceeding at law or
         equity) and except to the extent that a waiver of rights under usury
         laws may be unenforceable; and

                   (xx)  the approval of the transactions contemplated by the
         Transaction Documents by the shareholders of the Company is not
         required.

              (2)  Such counsel shall additionally state that such counsel has
    participated in conferences with officers and other representatives of the
    Company, representatives of the independent public accountants for the
    Company, your representatives and your counsel in connection with the
    preparation of the Registration Statement and Prospectus and has considered
    the matters required to be stated therein and the statements contained
    therein, although such counsel has not independently verified the accuracy,
    completeness or fairness of such statements (except as indicated above);
    and such counsel advises you that, on the basis of the foregoing, no facts
    came to such counsel's attention that caused such counsel to believe that
    the Registration Statement (as amended or supplemented, if applicable), at
    the time such Registration Statement or any post-effective amendment became
    effective, contained an untrue statement of a material fact or omitted to
    state a material fact required to be stated therein or


                                      41



    necessary to make the statements therein not misleading (other than
    information omitted therefrom in reliance on Rule 430A under the Act), or
    the Prospectus (as amended or supplemented), as of its date and the Closing
    Date, contained an untrue statement of a material fact or omitted to state
    a material fact necessary in order to make the statements therein, in light
    of the circumstances under which they were made, not misleading.  Without
    limiting the foregoing, such counsel may further state that the firm
    assumes no responsibility for, and the firm has not independently verified,
    the accuracy, completeness or fairness of the financial statements, notes
    and schedules and other financial data included in the Registration
    Statement.

              (3)  An opinion (satisfactory to you and your counsel), dated the
    Closing Date of Hogan & Hartson, counsel for the Company with respect to
    FCC and related matters to the effect that:

                   (i)   those statements in the Prospectus, including the
         statements incorporated by reference in the Prospectus, under the
         caption "Business -- Federal Regulation of Radio Broadcasting" in the
         Company's Form 10-Q filed for the quarter ended September 30, 1996
         that describe provisions of the Communications Act of 1934, as amended
         (the "Communications Act"), and the FCC's published rules or
         regulations (for purposes of this opinion only, the "Rules") are
         accurate descriptions in all material respects.

                   (ii)  Schedule A to this opinion sets forth a complete list
         of the authorizations issued by the FCC to the Company and its
         Subsidiaries (for purposes of this opinion only, the "Licenses").  To
         such counsel's knowledge, the Licenses are the only licenses, permits
         or authorizations required under the Communications Act for the
         operation (as presently conducted) of the radio stations listed on
         Schedule B (for purposes of this opinion only, the "Jacor Stations").
         Except for the pending applications noted on Schedule A hereto, the
         Licenses are in full force and


                                      42



         effect (and the time within which any administrative or judicial
         appeal, reconsideration, rehearing or other review might be sought has
         lapsed with respect to the grant of the authorizations for the
         currently effective terms, and no such appeal, reconsideration,
         rehearing, or other review has been taken or instituted), and are held
         by the relevant Subsidiary, and the expiration date of each License is
         set forth in Schedule A hereto.  Except as indicated on Schedule C to
         this opinion, the Licenses are not subject to any conditions imposed
         by the FCC other than those that appear on the Licenses or are
         customarily imposed by the FCC on radio stations of the same class and
         type.

                   (iii) Except as listed in Schedule D hereto, there is no
         proceeding or other administrative action pending or, to such
         counsel's knowledge, threatened, before the FCC against the Company or
         any Subsidiary, which, if adversely determined, would materially and
         adversely affect the business or financial condition of the Company
         and its Subsidiaries, taken as a whole.  To such counsel's knowledge,
         except as listed on Schedule E to this opinion, the Company and the
         Subsidiaries have filed with the FCC during the current license term
         of each License all material reports and forms required to be filed by
         the Company and the Subsidiaries with the FCC with respect to the
         Jacor Stations.

                   (iv)  The execution, delivery and performance of the
         obligations as of the date hereof by the Company under the transaction
         documents described on Schedule F to this opinion (for purposes of the
         opinion only, collectively, the "Transaction Documents"), (i) do not
         violate the Communications Act, (ii) do not violate any of the Rules,
         (iii) do not violate the terms of any of the Licenses, (iv) do not
         cause any forfeiture or impairment of any license and (v) do not
         require any consent, approval or authorization of the FCC that has not
         been obtained; except that (A) prior FCC


                                      43



         approval is required for a transfer of control of the relevant
         Stations; (B) since we lack actual knowledge regarding the citizenship
         and other media interests of the purchasers of the Shares, we do not
         express any opinion with respect to compliance with multiple ownership
         and foreign ownership requirements under the Communications Act and
         the Rules with respect to the FCC's cross-interest policy (which such
         policy is summarized at 4 FCC Rcd. 2035).  All necessary applications
         required by the FCC as of the date hereof for the transfer of control
         of the stations described in Pending Transactions have been filed with
         the FCC.

              (4)  An opinion (satisfactory to you and your counsel), dated the
    Closing Date of Paul, Hastings, Janofsky & Walker, counsel for the Company,
    to the effect that:

                   (i)   when authenticated in accordance with the terms of the
         Indenture and delivered to and paid for in accordance with the terms
         of this Agreement, the Guarantee and the Securities will constitute
         valid and legally binding obligations of the Guarantors and JCC,
         respectively, enforceable against the Guarantors and JCC, in
         accordance with their respective terms and entitled to the benefits of
         the Indenture, subject to applicable bankruptcy, insolvency,
         fraudulent conveyance, reorganization, moratorium and similar laws
         affecting creditors' rights and remedies generally and to general
         principles of equity (regardless of whether enforcement is sought in a
         proceeding at law or in equity) and except to the extent that a waiver
         of rights under any usury laws may be unenforceable; and

                   (ii)  the Indenture, assuming due authorization, execution
         and delivery thereof by the Trustee, constitutes a valid and legally
         binding agreement of the Registrants, enforceable against each of the
         Registrants, in accordance with its terms, subject to applicable
         bankruptcy, insolvency, fraudulent conveyance, reorganization,
         moratorium and similar


                                      44



         laws affecting creditors' rights and remedies generally and to general
         principles of equity (regardless of whether enforcement is sought in a
         proceeding at law or in equity) and except to the extent that a waiver
         of rights. under any usury laws may be unenforceable

         (g)  You shall have received an opinion, dated the Closing Date, of
    Skadden, Arps, Slate, Meagher & Flom LLP ("Skadden Arps"), counsel for the
    Underwriters, in form and substance reasonably satisfactory to you.

         (h)  You shall have received letters on and as of the date hereof as
    well as on and as of the Closing Date (in the latter case constituting an
    affirmation of the statements set forth in the former, in form and
    substance satisfactory to you, from Coopers & Lybrand L.L.P., Ernst & Young
    LLP and Price Waterhouse LLP, independent public accountants, with respect
    to the financial statements and certain financial information contained in
    the Registration Statement and the Prospectus for each of the Company and
    Gannett, Citicasters and Noble, respectively.

         (i)  Prior to or concurrently with the purchase and sale of the
    Securities hereunder, the Company shall have obtained the consents of the
    lenders under the Credit Facility approving JCC's issuance of the Notes and
    the Guarantors' guarantee thereof.

         (j)  Skadden Arps shall have been furnished with such documents and
    opinions, in addition to those set forth above, as they may reasonably
    require for the purpose of enabling them to review or pass upon the matters
    referred to in this Section 7 and in order to evidence the accuracy,
    completeness or satisfaction in all material respects of any of the
    representations, warranties or conditions herein contained.

         (k)  Prior to the Closing Date, the Company shall have furnished to
    you such further information, certificates and documents as you may
    reasonably request.


                                      45



         (l)  There shall have been no amendments, alterations, modifications,
    or waivers of any provisions of the Transaction Documents since the date of
    the execution and delivery thereof by the parties thereto other than those
    which under the Act are not required to be disclosed in the Prospectus or
    any supplement thereto and which have been disclosed to the Underwriters
    prior to the date hereof.

         (m)  Each of the Registrants, as applicable, and Regent, shall, to the
    extent each is a party thereto, have complied in all respects with all
    agreements and covenants in the Transaction Documents and performed all
    conditions specified therein that the terms thereof require to be complied
    with or performed at or prior to the date hereof.

         (n)  Except as is disclosed to the Underwriters in writing, the
    representations and warranties of the Registrants, as applicable, and
    Regent set forth in the Transaction Documents shall be true, accurate and
    complete in all respects.

         8.   DEFAULTS.  If on the Closing Date any of the Underwriters shall
fail or refuse to purchase Securities, which it has agreed to purchase hereunder
on such date, and the aggregate amount of Securities that such defaulting
Underwriter(s) agreed but failed or refused to purchase does not exceed 10% of
the total aggregate principal amount of Securities to be purchased on such date
by all of the Underwriters, each non-defaulting Underwriter shall be obligated
severally, in the proportion which the amount of such Securities set forth
opposite its name in Schedule I hereto bears to the aggregate principal amount
of Securities which all the non-defaulting Underwriters, as the case may be,
have agreed to purchase, or in such other proportion as you may specify, to
purchase the Securities that such defaulting Underwriter or Underwriters, as the
case may be, agreed but failed or refused to purchase on such date; PROVIDED
that in no event shall the aggregate principal amount of Securities that any
Underwriter has agreed to purchase pursuant to Section 2 hereof be increased
pursuant to this Section 8 by an amount in excess of one-ninth of such principal
amount of Securities without the written consent of such Underwriter.  If, on
the Closing Date, any of the Underwriters shall fail or refuse to purchase the
Securities


                                      46



with respect to which such default exceeds 10% of the total aggregate principal
amount of Securities to be purchased on such date by all Underwriter(s) and
arrangements satisfactory to the other Underwriter(s) and the Registrants for
the purchase of such Securities are not made within 48 hours after such default,
this Agreement shall terminate without liability on the part of the
non-defaulting Underwriter(s) or the Registrants, except as otherwise provided
in this Section 8.  In any such case that does not result in termination of this
Agreement, the Underwriters or the Registrants may postpone the Closing Date for
not longer than seven (7) days, in order that the required changes, if any, in
the Registration Statement and the Prospectus or any other documents or
arrangements may be effected.  Any action taken under this paragraph shall not
relieve a defaulting Underwriter from liability in respect of any default by any
such Underwriter under this Agreement.

         9.   EFFECTIVE DATE OF AGREEMENT AND TERMINATION.  This Agreement
shall become effective upon the later of (i) the execution and delivery of this
Agreement by the parties hereto, (ii) the effectiveness of the Registration
Statement, and (iii) if a post-effective amendment is required to be filed
pursuant to Rule 430A under the Act, the effectiveness of such post-effective
amendment.

         This Agreement may be terminated at any time on or prior to the
Closing Date by you by notice to the Company if any of the following has
occurred:  (i) subsequent to the date the Registration Statement is declared
effective or the date of this Agreement, any Material Adverse Change occurs
which, in the judgment of any Underwriter, make it impracticable or inadvisable
to market the Securities or to enforce contracts for the sale of the Securities,
(ii) any outbreak or escalation of hostilities or other national or
international calamity or crisis or material adverse change in the financial
markets of the United States or elsewhere, or any other substantial national or
international calamity or emergency if the effect of such outbreak, escalation,
calamity, crisis or emergency would, in the judgment of any Underwriter, make it
impracticable or inadvisable to market the Securities or to enforce contracts
for the sale of the Securities, (iii) any suspension or limitation of trading
generally in securities on the New York


                                      47



Stock Exchange, the American Stock Exchange, the Nasdaq Stock Market or in the
over-the-counter markets or any setting of minimum prices for trading on such
exchanges or markets, (iv) any declaration of a general banking moratorium by
Federal, New York or Ohio authorities, (v) the taking of any action by any
Federal, state or local government or agency in respect of its monetary or
fiscal affairs that in your judgment has a material adverse effect on the
financial markets in the United States, and would, in your judgment, make it
impracticable or inadvisable to market the Securities or to enforce contracts
for the sale of the Securities, (vi) the enactment, publication, decree, or
other promulgation of any Federal or state statute, regulation, rule or order of
any court or other governmental authority which, in your judgment, materially
and adversely affects or will materially and adversely affect the business or
operations of the Company or any Subsidiary, or (vii) any securities of the
Company or any of the Subsidiaries shall have been downgraded or placed on any
"watch list" for possible downgrading by any nationally recognized statistical
rating organization, PROVIDED, that in the case of such "watch list" placement,
termination shall be permitted only if such placement would, in the judgment of
any Underwriter, make it impracticable or inadvisable to market the Securities
or to enforce contracts for the sale of the Securities or materially impair the
investment quality of the Securities.

         The indemnities and contribution provisions and the other agreements,
representations and warranties of the Company, its officers and directors and of
the Underwriters set forth in or made pursuant to this Agreement shall remain
operative and in full force and effect, and will survive delivery of and payment
for the Securities, regardless of (i) any investigation, or statement as to the
results thereof, made by or on behalf of any of the Underwriters or by or on
behalf of the Company, the officers or directors of the Company or any
controlling person of the Company, (ii) acceptance of the Securities and payment
for them hereunder and (iii) termination of this Agreement.

         If this Agreement shall be terminated by the Underwriters pursuant to
clauses (i) or (vii) of the second paragraph of this Section 10 or because of
the failure or refusal on the part of the Company to comply


                                      48



with the terms or to fulfill any of the conditions of this Agreement, the
Company agrees to reimburse you for all out-of-pocket expenses (including the
fees and disbursements of counsel) incurred by you.  Notwithstanding any
termination of this Agreement, the Company shall be liable for all expenses
which it has agreed to pay pursuant to Section 4(k) hereof.

         10.  NOTICES.  Notices given pursuant to any provision of this
Agreement shall be addressed as follows:  (a) if to the Company, prior to
December 14, 1996 to it at Jacor Communications, Inc. 1300 PNC Center, 201 East
Fifth Street, Cincinnati, Ohio 45202, Attention:  Randy Michaels, President, fax
(513) 621-0090, and on or after December 14, 1996 to Jacor Communications, Inc.,
50 East River Boulevard, 12th Floor, Covington, Kentucky 41011, Attention:
Randy Michaels, President, fax ______________, with a copy to Graydon, Head &
Ritchey, 1900 Fifth Third Center, 511 Walnut Street, Cincinnati, Ohio 45202,
Attention:  Richard G. Schmalzl, Esq., and (b) if to any Underwriter, to
Donaldson, Lufkin & Jenrette Securities Corporation, 277 Park Avenue, New York,
New York 10172 Attention:  Syndicate Department, and, in each case, with a copy
to Skadden, Arps, Slate, Meagher & Flom LLP at 300 South Grand Avenue, Suite
3400, Los Angeles, California 90071, Attention:  Gregg A. Noel, Esq., or in any
case to such other address as the person to be notified may have requested in
writing.

         11.  SEVERABILITY.  Any determination that any provision of this
Agreement may be, or is, unenforceable shall not affect the enforceability of
the remainder of this Agreement.

         12.  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK AS APPLIED TO
CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK,  WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW.  THE COMPANY, ON BEHALF OF ITSELF AND
ITS SUBSIDIARIES, HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF
THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE CITY OF NEW YORK IN
CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING RELATED TO THIS AGREEMENT OR ANY
OF THE MATTERS CONTEMPLATED HEREBY, IRREVOCABLY WAIVES ANY DEFENSE OF LACK OF
PERSONAL JURISDICTION AND IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY
SUIT, ACTION OR PROCEEDING


                                      49



MAY BE HEARD AND DETERMINED IN ANY SUCH COURT.  THE COMPANY, ON BEHALF OF ITSELF
AND THE SUBSIDIARIES,  IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY
EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

         13.  SUCCESSORS.  Except as otherwise provided, this Agreement has
been and is made solely for the benefit of and shall be binding upon the
Company, the Underwriters, any Indemnified Person referred to herein and their
respective successors and assigns, all as and to the extent provided in this
Agreement, and no other person shall acquire or have any right under or by
virtue of this Agreement.  The terms "successors and assigns" shall not include
a purchaser of any of the Securities from any of the Underwriters merely because
of such purchase.

         14.  COUNTERPARTS.  This Agreement may be executed in one or more
counterparts and, if executed in one or more counterpart, the executed
counterparts shall each be deemed to be an original, not all such counterparts
shall together constitute one and the same instrument.

         15.  HEADINGS.  The headings herein are inserted for convenience of
reference only and are not intended to be part of, or to effect the meaning or
interpretation of, this Agreement.

         16.  SURVIVAL.  The indemnities and contribution provisions and the
other agreements, representations and warranties of the Company, its officers
and directors and of the Underwriter set forth in or made pursuant to this
Agreement shall remain operative and in full force and effect, and will survive
delivery of and payment for the Securities, regardless of (i) any investigation,
or statement as to the results thereof, made by or on behalf of the Underwriter
or by or on behalf of the Company, the officers or directors of the Company or
any controlling person of the Company, (ii) acceptance of the Securities and
payment for them hereunder and (iii) termination of this Agreement.


                                      50



         This Agreement may be signed in various counterparts which together
shall constitute one and the same instrument.  Please confirm that the foregoing
correctly sets forth the agreement among the Company and you.

                        Very truly yours,

                        JACOR COMMUNICATIONS, INC.



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


                        JACOR COMMUNICATIONS
                        COMPANY



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


                        BROADCAST FINANCE, INC.; CINE FILMS,
                        INC.; CINE GUARANTORS, INC.; CINE
                        GUARANTORS II, INC.; CINE GUARANTORS II,
                        LTD.; CINE MOBILE SYSTEMS INT'L N.V.;
                        CINE MOVIL S.A. DE C.V.; CITICASTERS
                        CO.; F.M.I. PENNSYLVANIA, INC.; GACC-
                        N26LB, INC.; GACC-340, INC.; GEORGIA
                        NETWORK EQUIPMENT, INC.; GREAT AMERICAN
                        MERCHANDISING GROUP, INC.; GREAT
                        AMERICAN TELEVISION PRODUCTIONS, INC.;
                        INMOBILARIA RADIAL, S.A. DE C.V.; JACOR
                        BROADCASTING CORPORATION; JACOR
                        BROADCASTING OF ATLANTA, INC.; JACOR
                        BROADCASTING OF COLORADO, INC.; JACOR


                                      51



                        BROADCASTING OF FLORIDA, INC.; JACOR
                        BROADCASTING OF IDAHO, INC., A DELAWARE CORPORATION; 
                        JACOR BROADCASTING OF IOWA, INC.; JACOR
                        BROADCASTING OF KNOXVILLE, INC.; JACOR
                        BROADCASTING OF LEXINGTON, INC.; JACOR
                        BROADCASTING OF ST. LOUIS, INC.; JACOR
                        BROADCASTING OF SAN DIEGO, INC.; JACOR
                        BROADCASTING OF SARASOTA, INC.; JACOR
                        BROADCASTING OF TAMPA BAY, INC.; JACOR
                        CABLE, INC.; LOCATION PRODUCTIONS, INC.;
                        LOCATION PRODUCTIONS II, INC.; NOBLE
                        BROADCAST CENTER, INC.; NOBLE BROADCAST
                        GROUP, INC.; NOBLE BROADCAST HOLDINGS,
                        INC.; NOBLE BROADCAST LICENSES, INC.;
                        NOBLE BROADCAST OF COLORADO, INC.; NOBLE
                        BROADCAST OF ST. LOUIS, INC.; NOBLE
                        BROADCAST OF SAN DIEGO, INC.; NOBLE
                        BROADCAST OF TOLEDO, INC.; NOBRO, S.C.;
                        NOVA MARKETING GROUP, INC.; SPORTS RADIO
                        BROADCASTING, INC.; SPORTS RADIO, INC.;
                        TAFT-TCI SATELLITE SERVICES, INC.; THE
                        SY FISCHER COMPANY AGENCY, INC.; WHOK,
                        INC.; AND VTTV PRODUCTIONS




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


                                      52



The foregoing Underwriting Agreement
is hereby confirmed and accepted
as of the date first above written.

DONALDSON, LUFKIN & JENRETTE
  SECURITIES CORPORATION
MERRILL, LYNCH, PIERCE, FENNER
  & SMITH INCORPORATED

Acting on behalf of themselves


By:  DONALDSON, LUFKIN & JENRETTE
       SECURITIES CORPORATION


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


                                      53



                   SCHEDULE 1

                                                               Amount of
                                                              Securities to
Underwriters                                                  be Purchased
- ------------                                                  ------------

Donaldson, Lufkin & Jenrette
     Securities Corporation . . . . . . . . . . . . .       $    90,000,000
Merrill, Lynch, Pierce, Fenner
     & Smith Incorporated . . . . . . . . . . . . . .       $    60,000,000
                                                            ---------------
     Total                                                  $   150,000,000
                                                            ---------------
                                                            ---------------


                                      54

EX-4.1

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

                          JACOR COMMUNICATIONS COMPANY

                                     ISSUER,

                                       AND

                           JACOR COMMUNICATIONS, INC.,

                                PARENT GUARANTOR

                                       AND

                  UNCONDITIONALLY GUARANTEED BY THE SUBSIDIARY
                             GUARANTORS NAMED HEREIN

                                       AND

                              THE BANK OF NEW YORK

                                     TRUSTEE

                         ______________________________


                                    INDENTURE



                          Dated as of December ___, 1996


                         ______________________________



                                  $150,000,000
                     ___% Senior Subordinated Notes due 2006

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





                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE. . . . . . . .   1

          SECTION 1.1.   Definitions . . . . . . . . . . . . . . . . . . . .   1
          SECTION 1.2.   Incorporation by Reference of TIA . . . . . . . . .  30
          SECTION 1.3.   Rules of Construction . . . . . . . . . . . . . . .  30

                                   ARTICLE II

                                 THE SECURITIES. . . . . . . . . . . . . . .  31

          SECTION 2.1.   Form and Dating . . . . . . . . . . . . . . . . . .  31
          SECTION 2.2.   Execution and Authentication. . . . . . . . . . . .  31
          SECTION 2.3.   Registrar and Paying Agent. . . . . . . . . . . . .  32
          SECTION 2.4.   Paying Agent to Hold Assets 
                            in Trust . . . . . . . . . . . . . . . . . . . .  33
          SECTION 2.5.   Securityholder Lists. . . . . . . . . . . . . . . .  34
          SECTION 2.6.   Transfer and Exchange . . . . . . . . . . . . . . .  34
          SECTION 2.7.   Replacement Securities. . . . . . . . . . . . . . .  38
          SECTION 2.8.   Outstanding Securities. . . . . . . . . . . . . . .  38
          SECTION 2.9.   Treasury Securities . . . . . . . . . . . . . . . .  39
          SECTION 2.10.  Temporary Securities. . . . . . . . . . . . . . . .  39
          SECTION 2.11.  Cancellation. . . . . . . . . . . . . . . . . . . .  40
          SECTION 2.12.  Defaulted Interest. . . . . . . . . . . . . . . . .  40
          SECTION 2.13.  CUSIP Numbers . . . . . . . . . . . . . . . . . . .  40

                                   ARTICLE III

                                   REDEMPTION. . . . . . . . . . . . . . . . .42

          SECTION 3.1.   Right of Redemption . . . . . . . . . . . . . . . .  42
          SECTION 3.2.   Notices to Trustee and 
                            Paying Agent . . . . . . . . . . . . . . . . . .  42
          SECTION 3.3.   Selection of Securities to 
                            Be Redeemed. . . . . . . . . . . . . . . . . . .  43
          SECTION 3.4.   Notice of Redemption. . . . . . . . . . . . . . . .  43
          SECTION 3.5.   Effect of Notice of Redemption. . . . . . . . . . .  44
          SECTION 3.6.   Deposit of Redemption Price . . . . . . . . . . . .  45
          SECTION 3.7.   Securities Redeemed in Part . . . . . . . . . . . .  46


                                       i



                                                                            PAGE
                                                                            ----
                                   ARTICLE IV

                                    COVENANTS. . . . . . . . . . . . . . . .  46

          SECTION 4.1.   Payment of Securities . . . . . . . . . . . . . . .  46
          SECTION 4.2.   Maintenance of Office or Agency . . . . . . . . . .  46
          SECTION 4.3.   Limitation on Restricted Payments.. . . . . . . . .  47
          SECTION 4.4.   Corporate Existence . . . . . . . . . . . . . . . .  48
          SECTION 4.5.   Payment of Taxes and Other Claims . . . . . . . . .  49
          SECTION 4.6.   Maintenance of Properties 
                            and Insurance. . . . . . . . . . . . . . . . . .  49
          SECTION 4.7.   Compliance Certificate; Notice
                            of Default . . . . . . . . . . . . . . . . . . .  50
          SECTION 4.8.   Reports . . . . . . . . . . . . . . . . . . . . . .  50
          SECTION 4.9.   Limitation on Status as 
                            Investment Company . . . . . . . . . . . . . . .  51
          SECTION 4.10.  Limitation on Transactions 
                            with Affiliates. . . . . . . . . . . . . . . . .  51
          SECTION 4.11.  Limitation on Incurrence of 
                            Additional Indebtedness and 
                            Disqualified Capital Stock . . . . . . . . . . .  52
          SECTION 4.12   Limitations on Dividends 
                            and Other Payment Restrictions 
                            Affecting Subsidiaries . . . . . . . . . . . . .  53
          SECTION 4.13.  Limitations on Layering 
                            Indebtedness; Liens. . . . . . . . . . . . . . .  54
          SECTION 4.14.  Limitation on Sale of Assets 
                            and Subsidiary Stock . . . . . . . . . . . . . .  55
          SECTION 4.15.  Limitation on Asset Swaps . . . . . . . . . . . . .  60
          SECTION 4.16.  Limitation on Lines of Business . . . . . . . . . .  61
          SECTION 4.17.  Restriction on Sale and Issuance 
                            of Subsidiary Stock. . . . . . . . . . . . . . .  61
          SECTION 4.18.  Waiver of Stay, Extension or 
                            Usury Laws . . . . . . . . . . . . . . . . . . .  62
          SECTION 4.19.  Dissolution of Excluded 
                            Subsidiaries; Restriction on
                            Transfers to Excluded Subsidiaries . . . . . . .  62

                                    ARTICLE V

                              SUCCESSOR CORPORATION. . . . . . . . . . . . .  62

          SECTION 5.1.   Limitation on Merger, Sale or
                            Consolidation. . . . . . . . . . . . . . . . . .  62


                                      ii




                                                                            PAGE
                                                                            ----

          SECTION 5.2.   Successor Corporation Substituted . . . . . . . . .  63

                                   ARTICLE VI

                         EVENTS OF DEFAULT AND REMEDIES. . . . . . . . . . .  64

          SECTION 6.1.   Events of Default . . . . . . . . . . . . . . . . .  64
          SECTION 6.2.   Acceleration of Maturity Date;
                           Rescission and Annulment. . . . . . . . . . . . .  66
          SECTION 6.3.   Collection of Indebtedness
                           and Suits for Enforcement
                           by Trustee. . . . . . . . . . . . . . . . . . . .  68
          SECTION 6.4.   Trustee May File Proofs of
                           Claim . . . . . . . . . . . . . . . . . . . . . .  68
          SECTION 6.5.   Trustee May Enforce Claims 
                           Without Possession of 
                           Securities. . . . . . . . . . . . . . . . . . . .  70
          SECTION 6.6.   Priorities. . . . . . . . . . . . . . . . . . . . .  70
          SECTION 6.7.   Limitation on Suits . . . . . . . . . . . . . . . .  71
          SECTION 6.8.   Unconditional Right of Holders
                           to Receive Principal, Premium 
                           and Interest. . . . . . . . . . . . . . . . . . .  72
          SECTION 6.9.   Rights and Remedies Cumulative. . . . . . . . . . .  72
          SECTION 6.10.  Delay or Omission Not Waiver. . . . . . . . . . . .  72
          SECTION 6.11.  Control by Holders. . . . . . . . . . . . . . . . .  73
          SECTION 6.12.  Waiver of Past Default. . . . . . . . . . . . . . .  73
          SECTION 6.13.  Undertaking for Costs . . . . . . . . . . . . . . .  74
          SECTION 6.14.  Restoration of Rights and
                           Remedies. . . . . . . . . . . . . . . . . . . . .  74

                                   ARTICLE VII

                                     TRUSTEE . . . . . . . . . . . . . . . .  75

          SECTION 7.1.   Duties of Trustee . . . . . . . . . . . . . . . . .  75
          SECTION 7.2.   Rights of Trustee . . . . . . . . . . . . . . . . .  76
          SECTION 7.3.   Individual Rights of Trustee. . . . . . . . . . . .  78
          SECTION 7.4.   Trustee's Disclaimer. . . . . . . . . . . . . . . .  78
          SECTION 7.5.   Notice of Default . . . . . . . . . . . . . . . . .  78
          SECTION 7.6.   Reports by Trustee to Holders . . . . . . . . . . .  79
          SECTION 7.7.   Compensation and Indemnity. . . . . . . . . . . . .  79
          SECTION 7.8.   Replacement of Trustee. . . . . . . . . . . . . . .  80
          SECTION 7.9.   Successor Trustee by Merger, Etc. . . . . . . . . .  81
          SECTION 7.10.  Eligibility; Disqualification . . . . . . . . . . .  82


                                     iii




                                                                            PAGE
                                                                            ----
          SECTION 7.11.  Preferential Collection of 
                           Claims Against the Company. . . . . . . . . . . .  82

                                  ARTICLE VIII

               DISCHARGE; LEGAL DEFEASANCE AND COVENANT DEFEASANCE . . . . .  82

          SECTION 8.1.   Discharge; Option to Effect 
                           Legal Defeasance or Covenant 
                           Defeasance. . . . . . . . . . . . . . . . . . . .  82
          SECTION 8.2.   Legal Defeasance and Discharge. . . . . . . . . . .  83
          SECTION 8.3.   Covenant Defeasance . . . . . . . . . . . . . . . .  83
          SECTION 8.4.   Conditions to Legal or Covenant
                           Defeasance. . . . . . . . . . . . . . . . . . . .  84
          SECTION 8.5.   Deposited Cash and U.S. 
                           Government Obligations to 
                           be Held in Trust; Other 
                           Miscellaneous Provisions. . . . . . . . . . . . .  86
          SECTION 8.6.   Repayment to the Company. . . . . . . . . . . . . .  87
          SECTION 8.7.   Reinstatement . . . . . . . . . . . . . . . . . . .  88

                                   ARTICLE IX

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS . . . . . . . . .  88

          SECTION 9.1.   Supplemental Indentures 
                           Without Consent of Holders. . . . . . . . . . . .  88
          SECTION 9.2.   Amendments, Supplemental 
                           Indentures and Waivers 
                           with Consent of Holders . . . . . . . . . . . . .  89
          SECTION 9.3.   Compliance with TIA.. . . . . . . . . . . . . . . .  91
          SECTION 9.4.   Revocation and Effect of Consents . . . . . . . . . .91
          SECTION 9.5.   Notation on or Exchange of
                           Securities. . . . . . . . . . . . . . . . . . . .  92
          SECTION 9.6.   Trustee to Sign Amendments, Etc.. . . . . . . . . .  92

                                    ARTICLE X

                                  SUBORDINATION. . . . . . . . . . . . . . .  93

          SECTION 10.1.  Securities Subordinated to 
                           Senior Debt . . . . . . . . . . . . . . . . . . .  93


                                      iv




                                                                            PAGE
                                                                            ----
          SECTION 10.2.  No Payment on Securities in 
                           Certain Circumstances . . . . . . . . . . . . . .  93
          SECTION 10.3.  Securities Subordinated to Prior
                           Payment of All Senior Debt on
                           Dissolution, Liquidation or
                           Reorganization. . . . . . . . . . . . . . . . . .  96
          SECTION 10.4.  Securityholders to Be Subrogated 
                           to Rights of Holders of 
                           Senior Debt . . . . . . . . . . . . . . . . . . .  97
          SECTION 10.5.  Obligations of the Company and 
                           the Guarantors Unconditional. . . . . . . . . . .  98
          SECTION 10.6.  Trustee Entitled to Assume 
                           Payments Not Prohibited in 
                           Absence of Notice . . . . . . . . . . . . . . . .  99
          SECTION 10.7.  Application by Trustee of 
                           Assets Deposited with It. . . . . . . . . . . . .  99
          SECTION 10.8.  Subordination Rights Not 
                           Impaired by Acts or Omissions 
                           of the Company, the Guarantors 
                           or Holders of Senior Debt . . . . . . . . . . . .  99
          SECTION 10.9.  Securityholders Authorize 
                           Trustee to Effectuate 
                           Subordination of Securities . . . . . . . . . . . 100
          SECTION 10.10. Right of Trustee to Hold 
                           Senior Debt . . . . . . . . . . . . . . . . . . . 100
          SECTION 10.11. Article X Not to Prevent Events 
                           of Default. . . . . . . . . . . . . . . . . . . . 101
          SECTION 10.12. No Fiduciary Duty of Trustee to
                           Holders of Senior Debt. . . . . . . . . . . . . . 101

                                   ARTICLE XI

                           RIGHT TO REQUIRE REPURCHASE . . . . . . . . . . . 101

          SECTION 11.1.  Repurchase of Securities at 
                           Option of the Holder Upon 
                           a Change of Control . . . . . . . . . . . . . . . 101

                                   ARTICLE XII

                                    GUARANTY . . . . . . . . . . . . . . . . 105

          SECTION 12.1.  Guaranty. . . . . . . . . . . . . . . . . . . . . . 105


                                       v




                                                                            PAGE
                                                                            ----
          SECTION 12.2.  Execution and Delivery of 
                           Guaranty. . . . . . . . . . . . . . . . . . . . . 108
          SECTION 12.3.  Subsidiary Guarantors . . . . . . . . . . . . . . . 108
          SECTION 12.4.  Guarantor May Consolidate, Etc.,
                           on Certain Terms. . . . . . . . . . . . . . . . . 109
          SECTION 12.5.  Release of Guarantors.. . . . . . . . . . . . . . . 110
          SECTION 12.6.  Certain Bankruptcy Events . . . . . . . . . . . . . 111

                                  ARTICLE XIII

                                  MISCELLANEOUS. . . . . . . . . . . . . . . 111

          SECTION 13.1.  TIA Controls. . . . . . . . . . . . . . . . . . . . 111
          SECTION 13.2.  Notices . . . . . . . . . . . . . . . . . . . . . . 111
          SECTION 13.3.  Communications by Holders with
                           Other Holders . . . . . . . . . . . . . . . . . . 113
          SECTION 13.4.  Certificate and Opinion as to
                           Conditions Precedent. . . . . . . . . . . . . . . 113
          SECTION 13.5.  Statements Required in 
                           Certificate or Opinion. . . . . . . . . . . . . . 113
          SECTION 13.6.  Rules by Trustee, Paying Agent,
                           Registrar . . . . . . . . . . . . . . . . . . . . 114
          SECTION 13.7.  Non-Business Days . . . . . . . . . . . . . . . . . 114
          SECTION 13.8.  Governing Law . . . . . . . . . . . . . . . . . . . 114
          SECTION 13.9.  No Adverse Interpretation of
                           Other Agreements. . . . . . . . . . . . . . . . . 115
          SECTION 13.10. No Recourse against Others. . . . . . . . . . . . . 115
          SECTION 13.11. Successors. . . . . . . . . . . . . . . . . . . . . 116
          SECTION 13.12. Duplicate Originals . . . . . . . . . . . . . . . . 116
          SECTION 13.13. Severability. . . . . . . . . . . . . . . . . . . . 116
          SECTION 13.14. Table of Contents, Headings, Etc. . . . . . . . . . 116
          SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117

Exhibit A - Form of Security . . . . . . . . . . . . . . . . . . . . . . . . A-1
Annex I - SELECTED DEFINITIONS AND SECTIONS
          FROM THE CITICASTERS INDENTURE . . . . . . . . . . . . . . . Annex - 1


                                      vi





     INDENTURE, dated as of December __, 1996, by and among Jacor Communications
Company, a Florida corporation (the "Company"), Jacor Communications, Inc., a
Delaware corporation (the "Parent Guarantor"), the Subsidiary Guarantors
referred to below and The Bank of New York, a New York banking corporation, as
trustee (the "Trustee").


                                    ARTICLE I

     DEFINITIONS AND INCORPORATION BY REFERENCE

          SECTION 1.1.  DEFINITIONS.

          "ACCELERATION NOTICE" shall have the meaning specified in Section 
6.2.

          "ACCEPTANCE AMOUNT" shall have the meaning specified in Section 
4.14.

          "ACQUIRED INDEBTEDNESS" means Indebtedness or Disqualified Capital 
Stock of any person existing at the time such person becomes a Subsidiary of 
the Company, including by designation, or is merged or consolidated into or 
with either of the Company or one of its Subsidiaries; provided, that such 
Indebtedness was not incurred in anticipation of, or in connection with, and 
was outstanding prior to such person becoming a Subsidiary of the Company.

          "ACQUISITION" means the purchase or other acquisition of any person 
or substantially all the assets of any person by any other person, whether by 
purchase, merger, consolidation, or other transfer, and whether or not for 
consideration.

          "AFFILIATE" means any person directly or indirectly controlling or 
controlled by or under direct or indirect common control with the Company.  
For purposes of this definition, the term "control" means the power to direct 
the management and policies of a person, directly or through one or more 
intermediaries, whether through the ownership of voting securities, by 
contract, or otherwise, PROVIDED, that, a Beneficial Owner of 10% or more of 
the total voting power normally entitled to vote in the election of 
directors, managers or trustees, as applicable, shall for such purposes be 
deemed to constitute control.



          "AFFILIATE TRANSACTION" shall have the meaning specified in Section 
4.10.

          "AGENT" means any authenticating agent, Registrar, Paying Agent or 
transfer agent.

          "ASSET SALE" shall have the meaning specified in Section 4.14.

          "ASSET SALE DATE" shall have the meaning specified in Section 4.14.

          "ASSET SALE OFFER" shall have the meaning specified in Section 4.14.

          "ASSET SALE OFFER AMOUNT" shall have the meaning specified in 
Section 4.14.

          "ASSET SALE OFFER PERIOD" shall have the meaning specified in 
Section 4.14.

          "ASSET SALE OFFER PRICE" shall have the meaning specified in 
Section 4.14.

          "ASSET SWAP" means the execution of a definitive agreement, subject 
only to regulatory approval and other customary closing conditions, that the 
Company in good faith believes will be satisfied, for a substantially 
concurrent purchase and sale, or exchange, of Productive Assets between the 
Company or any of its 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.

          "AVERAGE LIFE" means, as of the date of determination, with respect 
to any security or instrument, the quotient obtained by dividing (i) the sum 
of (a) the product of the number of years from the date of determination to 
the date or dates of each successive scheduled principal (or redemption) 
payment of such security or instrument and (b) the amount of each such 
respective principal (or redemption) payment by (ii) the sum of all such 
principal (or redemption) payments.


                                      2





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

          "BENEFICIAL OWNER" or "BENEFICIAL OWNER" for purposes of the 
definition of Change of Control has the meaning attributed to it in Rules 
13d-3 and 13d-5 under the Exchange Act (as in effect on the Issue Date) 
whether or not applicable, except that a "person" shall be deemed to have 
"beneficial ownership" of all shares that any such person has the right to 
acquire, whether such right is exercisable immediately or only after the 
passage of time.

          "BOARD OF DIRECTORS" means, with respect to any person, the Board 
of Directors of such person or any committee of the Board of Directors of 
such person authorized, with respect to any particular matter, to exercise 
the power of the Board of Directors of such person.

          "BOARD RESOLUTION" means, with respect to any person, a duly 
adopted resolution of the Board of Directors of such or the executive 
committee of such Board of Directors of such person.

          "BUSINESS DAY" means each Monday, Tuesday, Wednesday, Thursday and 
Friday which is not a day on which banking institutions in New York, New York 
are authorized or obligated by law or executive order to close.

          "CAPITAL STOCK" means, with respect to any corporation, any and all 
shares, interests, rights to purchase (other than convertible or exchangeable 
Indebtedness), warrants, options, participations or other equivalents of or 
interests (however designated) in stock issued by that corporation.

          "CAPITAL LEASE" means a lease, the payments on which would be 
capitalized for financial reporting purposes in accordance with GAAP.

          "CAPITALIZED LEASE OBLIGATIONS" means rental obligations under a 
lease that are required to be capitalized for financial reporting purposes in 
accordance with GAAP, and the amount of Indebtedness represented by such 
obligations shall be the capitalized amount of such obligations, as 
determined in accordance with GAAP.


                                      3





          "CASH" or "CASH" means such coin or currency of the United States 
of America as at the time of payment shall be legal tender for the payment of 
public and private debts.

          "CASH EQUIVALENT" means (i) securities issued directly or fully 
guaranteed or insured by the United States of America or any agency or 
instrumentality thereof (provided that the full faith and credit of the 
United States of America is pledged in support thereof) or (ii) time deposits 
and certificates of deposit with, and commercial paper issued by the parent 
corporation of, any domestic commercial bank of recognized standing having 
capital and surplus in excess of $500.0 million and commercial paper issued 
by others rated at least A-2 or the equivalent thereof by Standard & Poor's 
Corporation or at least P-2 or the equivalent thereof by Moody's Investors 
Service, Inc. and in each case maturing within one year after the date of 
acquisition.

          "CITICO" means Citicasters Co., an Ohio corporation and a wholly 
owned subsidiary of the Company.

          "CHANGE OF CONTROL" means any transaction or series of transactions 
in which any of the following occurs:

          (a)  prior to a Citicasters Securities Event,

               (i) any person or group (within the meaning of Rule 13d-3 
under the Securities Exchange Act of 1934, as amended (the "Exchange Act") 
and Sections 13(d) and 14(d) of the Exchange Act), other than Zell/Chilmark 
Fund L.P. or any of its Affiliates, becomes the direct or indirect 
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) of (A) 
greater than 50% of the total voting power (on a fully diluted basis as if 
all convertible securities had been converted) entitled to vote in the 
election of directors of the Company or CitiCo, or the surviving person (if 
other than the Company), or (B) greater than 20% of the total voting power 
(on a fully diluted basis as if all convertible securities had been 
converted) entitled to vote in the election of directors of the Company or 
CitiCo, or the surviving person (if other than the Company), and such person 
or group has the ability to elect, directly or indirectly, a majority of the 
members of the Board of Directors of the Company; or

               (ii)  the Company or CitiCo consolidates with or merges into 
another person, another person consolidates


                                      4





with or merges into the Company or CitiCo, the Company or CitiCo issues 
shares of its Capital Stock or all or substantially all of the assets of the 
Company or CitiCo are sold, assigned, conveyed, transferred, leased or 
otherwise disposed of to any person as an entirety or substantially as an 
entirety in one transaction or a series of related transactions and the 
effect of such consolidation, merger, issuance or sale is as described in 
clause (i) above.  Notwithstanding the foregoing, no Change of Control shall 
be deemed to have occurred by virtue of (I) the Company or any of its 
employee benefit or stock plans filing (or being required to file after the 
lapse of time) a Schedule 13D or 14D-1 (or any successor or similar schedule, 
form or report under the Exchange Act) or (II) the purchase by one or more 
underwriters of Capital Stock of the Company in connection with a Public 
Offering; and,

          (b)  upon or following a Citicasters Securities Event, 

               (i)  any merger or consolidation of the Company with or into 
any person or any sale, transfer or other conveyance, whether direct or 
indirect, of all or substantially all of any of the assets of the Company, on 
a consolidated basis, in one transaction or a series of related transactions, 
if, immediately after giving effect to such transaction(s), any "person" or 
"group" (as such terms are used for purposes of Sections 13(d) and 14(d) of 
the Exchange Act, whether or not applicable) (other than an Excluded Person) 
is or becomes the "beneficial owner," directly or indirectly, of more than 
50% of the total voting power in the aggregate normally entitled to vote in 
election of directors, managers, or trustees, as applicable, of the 
transferee(s) or surviving entity or entities,

               (ii)  any "person" or "group" (as such terms are used for 
purposes of Sections 13(d) and 14(d) of the Exchange Act, whether or not 
applicable) (other than an Excluded Person) is or becomes the "beneficial 
owner," directly or indirectly, of more than 50% of the total voting power in 
the aggregate of all classes of Capital Stock of the Company then outstanding 
normally entitled to vote in elections of directors, or

               (iii)  during any period of 12 consecutive months after the 
Issue Date, individuals who at the beginning of any such 12-month period 
constituted the Board of


                                      5





Directors of the Company (together with any new directors whose election by 
such Board or whose nomination for election by the shareholders of JCC was 
approved by a vote of a majority of the directors then still in office who 
were either directors at the beginning of such period or whose election or 
nomination for election was previously so approved) cease for any reason to 
constitute a majority of the Board of Directors of the Company then in office.

          "CHANGE OF CONTROL OFFER" shall have the meaning specified in 
Section 11.1.

          "CHANGE OF CONTROL OFFER PERIOD" shall have the meaning specified 
in Section 11.1.

          "CHANGE OF CONTROL PURCHASE DATE" shall have the meaning specified 
in Section 11.1.

          "CHANGE OF CONTROL PURCHASE PRICE" shall have the meaning specified 
in Section 11.1.

          "CHANGE OF CONTROL PUT DATE" shall have the meaning specified in 
Section 11.1.

          "CITICASTERS" means Citicasters Inc., a Florida corporation and 
predecessor to the Company.

          "CITICASTERS ASSET SALE REPURCHASE AMOUNT" shall have the meaning 
set forth in Annex I hereto.

          "CITICASTERS INDENTURE" means the indenture which governs the terms 
and provisions of the Citicasters Securities, as amended or supplemented from 
time to time in accordance with the terms thereof.

          "CITICASTERS SECURITIES" means the 9 3/4% Senior Subordinated Notes 
due February 15, 2004 issued by Citicasters pursuant to an indenture dated as 
of February 18, 1994 between Great American Communications Company, a Florida 
corporation (and predecessor to Citicasters), and Shawmut Bank Connecticut, 
National Association as trustee; as amended by the First Supplemental 
Indenture dated as of August 22, 1994 between Citicasters and Shawmut Bank 
Connecticut, National Association as trustee; as amended by the Second 
Supplemental Indenture dated as of June 6, 1996 between Citicasters and Fleet 
National Bank (formerly Shawmut Bank Connecticut, National Association) as 
Trustee.


                                      6





          "CITICASTERS SECURITIES ASSET SALE OFFER" means an offer to 
purchase the Citicasters Securities in accordance with the procedures set 
forth in Annex I hereto.

          "CITICASTERS SECURITIES EVENT" means (x) the maturity of the 
Citicasters Securities, (y) the date upon which defeasance of the Citicasters 
Securities becomes effective or (z) the date on which there are no longer any 
Citicasters Securities outstanding under the terms of the governing indenture.

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

          "COMMISSION" means the SEC.

          "COMPANY" means the party named as the "Company" in the first 
paragraph of this Indenture until a successor replaces it pursuant to the 
applicable provisions of this Indenture and, thereafter, shall mean such 
successor.  The foregoing sentence shall likewise apply to any subsequent 
such successor or successors.

          "CONSOLIDATED" or "CONSOLIDATED" means determined on a consolidated 
basis in accordance with GAAP.

          "CONSOLIDATED EBITDA" means, with respect to any person, for any 
period, the Consolidated Net Income of such person for such period adjusted 
to add thereto (to the extent deducted from net revenues in determining 
Consolidated Net Income), without duplication, the sum of (i) Consolidated 
income tax expense, (ii) Consolidated depreciation and amortization expense, 
provided that consolidated depreciation and amortization of a Subsidiary that 
is a less than wholly owned Subsidiary shall only be added to the extent of 
the equity interest of the Company in such Subsidiary, (iii) other noncash 
charges (including amortization of goodwill and other intangibles), (iv) 
Consolidated Fixed Charges, and less the amount of all cash payments made by 
such person or any of its Subsidiaries during such period to the extent such 
payments relate to non-cash charges that were added back in determining 
Consolidated EBITDA for such period or any prior period.

          "CONSOLIDATED FIXED CHARGES" of any person means, for any period, 
the aggregate amount (without duplication and determined in each case in 
accordance with GAAP) of (a) 


                                      7





interest expensed or capitalized, paid, accrued, or scheduled to be paid or 
accrued (including, in accordance with the following sentence, interest 
attributable to Capitalized Lease Obligations) of such person and its 
Consolidated Subsidiaries during such period, including (i) original issue 
discount and non-cash interest payments or accruals on any Indebtedness, (ii) 
the interest portion of all deferred payment obligations, and (iii) all 
commissions, discounts and other fees and charges owed with respect to 
bankers' acceptances and letters of credit financings and currency and 
Interest Swap and Hedging Obligations, in each case to the extent 
attributable to such period, and (b) the amount of dividends accrued or 
payable (or guaranteed) by such person or any of its Consolidated 
Subsidiaries in respect of Preferred Stock (other than by Subsidiaries of 
such person to such person or such person's wholly owned Subsidiaries).  For 
purposes of this definition, (x) interest on a Capitalized Lease Obligation 
shall be deemed to accrue at an interest rate reasonably determined by the 
Company to be the rate of interest implicit in such Capitalized Lease 
Obligation in accordance with GAAP and (y) interest expense attributable to 
any Indebtedness represented by the guaranty by such person or a Subsidiary 
of such person of an obligation of another person shall be deemed to be the 
interest expense attributable to the Indebtedness guaranteed.

          "CONSOLIDATED NET INCOME" means, with respect to any person for any 
period, the net income (or loss) of such person and its Consolidated 
Subsidiaries (determined on a consolidated basis in accordance with GAAP) for 
such period, adjusted to exclude (only to the extent included in computing 
such net income (or loss) and without duplication): (a) all gains or losses 
which are either noncash or extraordinary (as determined in accordance with 
GAAP) or are either unusual or nonrecurring (including any gain from the sale 
or other disposition of assets outside the ordinary course of business or 
from the issuance or sale of any capital stock), (b) the net income, if 
positive, of any person, other than a wholly owned Consolidated Subsidiary, 
in which such person or any of its Consolidated Subsidiaries has an interest, 
except to the extent of the amount of any dividends or distributions actually 
paid in cash to such person or a wholly owned Consolidated Subsidiary of such 
person during such period, but in any case not in excess of such person's PRO 
RATA share of such person's net income for such period, (c) the net income or 
loss of any person acquired in a pooling of interests transaction for any 
period prior to the


                                      8





date of such acquisition, (d) the net income, if positive, of any of such 
person's Consolidated Subsidiaries to the extent that the declaration or 
payment of dividends or similar distributions is not at the time permitted by 
operation of the terms of its charter or bylaws or any other agreement, 
instrument, judgment, decree, order, statute, rule or governmental regulation 
applicable to such Consolidated Subsidiary.

          "CONSOLIDATED SUBSIDIARY" means, for any person, each Subsidiary of 
such person (whether now existing or hereafter created or acquired) the 
financial statements of which are consolidated for financial statement 
reporting purposes with the financial statements of such person in accordance 
with GAAP.

          "COVENANT DEFEASANCE" shall have the meaning specified in Section 
8.3.

          "CREDIT FACILITY" means the Credit Agreement dated as of June 12, 
1996 by and among Chemical Bank, as Administrative Agent, Banque Paribas, as 
Documentation Agent, and Bank of America, Illinois, as Syndication Agent, 
certain financial institutions from time to time party thereto, including any 
related notes, guarantees, collateral documents, instruments, letters of 
credit, reimbursement obligations and other agreements executed by or binding 
on the Company, any of its Subsidiaries and/or the Parent Guarantor (or any 
successors or assigns) in connection therewith (collectively, the "Related 
Documents"), as such Credit Agreement and/or Related Documents may be 
amended, restated, supplemented, renewed, replaced or otherwise modified from 
time to time whether or not with the same agent, trustee, representative 
lenders or holders, and, subject to the proviso to the next succeeding 
sentence, irrespective of any changes in the terms and conditions thereof.  
Without limiting the generality of the foregoing, the term "Credit Facility" 
shall include agreements in respect of Interest Swap and Hedging Obligations 
with lenders (or affiliates thereof) party to the Credit Facility and shall 
also include any amendment, amendment and restatement, renewal, extension, 
restructuring, supplement or modification in whole or in part to any Credit 
Facility and all refundings, refinancings and replacements in whole or in 
part of any Credit Facility, including, without limitation, any agreement or 
agreements (i) extending the maturity of any Indebtedness incurred thereunder 
or contemplated thereby, (ii) adding or deleting


                                      9





borrowers or guarantors thereunder, (iii) increasing the amount of 
Indebtedness incurred thereunder or available to be borrowed thereunder, 
provided that on the date such Indebtedness is incurred it would be permitted 
by paragraph (f) under the definition of Permitted Indebtedness, or (iv) 
otherwise altering the terms and conditions thereof.

          "CUSTODIAN" means any receiver, trustee, assignee, liquidator, 
sequestrator or similar official under any Bankruptcy Law.

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

          "DEFAULTED INTEREST" shall have the meaning specified in Section 
2.12.

          "DEFINITIVE SECURITIES" means Securities that are in the form of 
Security attached hereto as Exhibit A that does not include the paragraph and 
schedule referred to in footnotes 1 and 2, respectively.

          "DEPOSITARY" means, with respect to the Securities issuable or 
issued in whole or in part in global form, the person specified in Section 
2.3 as the Depositary with respect to the Securities, until a successor shall 
have been appointed and become such pursuant to the applicable provision of 
this Indenture, and, thereafter, "Depositary" shall mean or include such 
successor.

          "DISQUALIFIED CAPITAL STOCK" means (a) except as set forth in (b), 
with respect to any person, Equity Interests of such person that, by its 
terms or by the terms of any security into which it is convertible, 
exercisable or exchangeable, is, or upon the happening of an event or the 
passage of time would be, required to be redeemed or repurchased (including 
at the option of the holder thereof) by such person or any of its 
Subsidiaries, in whole or in part, on or prior to the Stated Maturity of the 
Securities, and (b) with respect to any Subsidiary of such person (including 
with respect to any Subsidiary of the Company), any Equity Interests other 
than any common equity with no preference, privileges, or redemption or 
repayment provisions.

          "DTC" shall have the meaning specified in Section 2.3.


                                     10





          "EQUITY INTEREST" of any person means any shares, interests, 
participations or other equivalents (however designated) in such person's 
equity, and shall in any event include any Capital Stock issued by, or 
partnership interests in, such person.

          "ERISA" means the Employee Retirement Income Security Act of 1974, 
as amended from time to time, and any successor statute.

          "EVENT OF DEFAULT" shall have the meaning specified in Section 6.1.

          "EVENT OF LOSS" means, with respect to any property or asset, any 
(i) loss, destruction or damage of such property or asset or (ii) any 
condemnation, seizure or taking, by exercise of the power of eminent domain 
or otherwise, of such property or asset, or confiscation or requisition of 
the use of such property or asset.

          "EXCESS PROCEEDS" shall have the meaning specified in Section 4.14.

          "EXCHANGE ACT" means the Securities Exchange Act of 1934, as 
amended, and the rules and regulations promulgated by the SEC thereunder.

          "EXCLUDED PERSON" means Zell/Chilmark Fund L.P. and all Related 
Persons of such person.

          "EXCLUDED SUBSIDIARY" means each of Jacor National Corp., WIBX 
Incorporated, Marathon Communications, Inc. and Jacor Broadcasting of Idaho, 
Inc., an Idaho corporation.

          "EXEMPTED AFFILIATE TRANSACTION" means (a) customary employee 
compensation arrangements approved by a majority of independent (as to such 
transactions) members of the Board of Directors of the Company, (b) dividends 
permitted under Section 4.3 of this Indenture payable, in form and amount, on 
a PRO RATA basis to all holders of Common Stock of the Parent Guarantor, (c) 
transactions solely between the Company and any of its Wholly owned 
Subsidiaries or solely among Wholly owned Subsidiaries of the Company, and 
(d) payments to Zell/Chilmark Fund L.P or its Affiliates for reasonable and 
customary fees and expenses for financial advisory and investment banking 
services provided to the Parent Guarantor and the Company, and (e) payments 
to the


                                     11





Parent Guarantor made in accordance with the Tax Sharing Agreement.

          "EXISTING ASSETS" means assets of the Company existing at the Issue 
Date (other than cash, Cash Equivalents or inventory held for resale in the 
ordinary course of business) and including proceeds of any sale of such 
assets and assets acquired in whole or in part with proceeds from the sale 
from any such assets.

          "EXISTING INDEBTEDNESS" means, with respect to the Company, 
Indebtedness existing or outstanding at the Issue Date.

          "FAIR MARKET VALUE" or "FAIR MARKET VALUE" means, with respect to 
any assets or properties, the amount at which such assets or properties would 
change hands between a willing buyer and a willing seller, within a 
commercially reasonable time, each having reasonable knowledge of the 
relevant facts, neither being under a compulsion to sell or buy, as such 
amount is determined by (i) the Board of Directors of either of the Company 
acting in good faith or (ii) an appraisal or valuation firm of national or 
regional standing selected by the Company, with experience in the appraisal 
or valuation of properties or assets of the type for which Fair Market Value 
is being determined.

          "FINAL PUT DATE" shall have the meaning specified in Section 4.14.

          "FUTURE SUBSIDIARY GUARANTOR" shall have the meaning specified in 
Section 12.3.

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

          "GLOBAL SECURITY" means a Security that contains the paragraph and 
schedule referred to in footnotes 1 and 2, respectively, in the form of 
Security attached hereto as Exhibit A.


                                     12





          "GUARANTOR" means (i) the Parent Guarantor identified in the 
following sentence and (ii) any Subsidiary Guarantors that are or become 
Guarantors pursuant to the terms of this Indenture, but excluding any Persons 
whose guarantees have been released pursuant to the terms of this Indenture.  
The Parent Guarantor is Jacor Communications, Inc., a Delaware corporation.

          "GUARANTY" shall have the meaning provided in Section 12.1.

          "HOLDER" or "SECURITYHOLDER" means the person in whose name a 
Security is registered on the Registrar's books.

          "INCUR" or "INCUR" shall have the meaning specified in Section 4.11.

          "INCURRENCE DATE" shall have the meaning specified in Section 4.11.

          "INDEBTEDNESS" of any person means, without duplication, (a) all 
liabilities and obligations, contingent or otherwise, of such any person, (i) 
in respect of borrowed money (whether or not the recourse of the lender is to 
the whole of the assets of such person or only to a portion thereof), (ii) 
evidenced by bonds, notes, debentures or similar instruments, (iii) 
representing the balance deferred and unpaid of the purchase price of any 
property or services, except those incurred in the ordinary course of its 
business that would constitute ordinarily a trade payable to trade creditors, 
(iv) evidenced by bankers' acceptances or similar instruments issued or 
accepted by banks, (v) relating to any Capitalized Lease Obligation, or (vi) 
evidenced by a letter of credit or a reimbursement obligation of such person 
with respect to any letter of credit; (b) all net obligations of such person 
under Interest Swap and Hedging Obligations; (c) all liabilities and 
obligations of others of the kind described in the preceding clause (a) or 
(b) that such person has guaranteed or that is otherwise its legal liability 
or which are secured by any assets or property of such person and all 
obligations to purchase, redeem or acquire any Equity Interests; and (d) all 
Disqualified Capital Stock of such person (valued at the greater of its 
voluntary or involuntary maximum fixed repurchase price plus accrued and 
unpaid dividends).  For purposes hereof, the "maximum fixed repurchase price" 
of any Disqualified Capital


                                     13





Stock which does not have a fixed repurchase price shall be calculated in 
accordance with the terms of such Disqualified Capital Stock as if such 
Disqualified Capital Stock were purchased on any date on which Indebtedness 
shall be required to be determined pursuant to the Indenture, and if such 
price is based upon, or measured by, the Fair Market Value of such 
Disqualified Capital Stock, such Fair Market Value to be determined in good 
faith by the board of directors of the issuer (or managing general partner of 
the issuer) of such Disqualified Capital Stock.

          "INDENTURE" means this Indenture, as amended or supplemented from 
time to time in accordance with the terms hereof.

          "INTEREST PAYMENT DATE" means the stated due date of an installment 
of interest on the Securities.

          "INTEREST SWAP AND HEDGING OBLIGATION" means any obligation of any 
person pursuant to any interest rate swap agreement, interest rate cap 
agreement, interest rate collar agreement, interest rate exchange agreement, 
currency exchange agreement or any other agreement or arrangement designed to 
protect against fluctuations in interest rates or currency values, including, 
without limitation, any arrangement whereby, directly or indirectly, such 
person is entitled to receive from time to time periodic payments calculated 
by applying either a fixed or floating rate of interest on a stated notional 
amount in exchange for periodic payments made by such person calculated by 
applying a fixed or floating rate of interest on the same notional amount.

          "INVESTMENT" by any person in any other person means (without 
duplication) (a) the acquisition (whether by purchase, merger, consolidation 
or otherwise) by such person (whether for cash, property, services, 
securities or otherwise) of capital stock, bonds, notes, debentures, 
partnership or other ownership interests or other securities, including any 
options or warrants, of such other person or any agreement to make any such 
acquisition; (b) the making by such person of any deposit with, or advance, 
loan or other extension of credit to, such other person (including the 
purchase of property from another person subject to an understanding or 
agreement, contingent or otherwise, to resell such property to such other 
person) or any commitment to make any such advance, loan or extension (but 
excluding


                                     14





accounts receivable or deposits arising in the ordinary course of business); 
(c) other than guarantees of Indebtedness of the Company or any Guarantors to 
the extent permitted by the covenant "Limitation on Incurrence of Additional 
Indebtedness and Disqualified Capital Stock" or the definition of Permitted 
Indebtedness, the entering into by such person of any guarantee of, or other 
credit support or contingent obligation with respect to, Indebtedness or 
other liability of such other person (other than the endorsement of 
instruments for deposit or collection in the ordinary course of business); 
and (d) the making of any capital contribution by such person to such other 
person.

          "ISSUE DATE" means the date of first issuance of the Securities 
under this Indenture.

          "JACOR" means Jacor Communications, Inc., a Delaware corporation.

          "JUNIOR SECURITY" means any Qualified Capital Stock and any 
Indebtedness of the Company or a Guarantor, as applicable, that is 
subordinated in right of payment to Senior Debt at least to the same extent 
as the Securities or the Guarantees, as applicable, and has no scheduled 
installment of principal due, by redemption, sinking fund payment or 
otherwise, on or prior to the Stated Maturity of the Securities; provided, 
that in the case of subordination in respect of Senior Debt under the Credit 
Facility, "Junior Security" shall mean any Qualified Capital Stock and any 
Indebtedness of the Company or the Guarantors, as applicable, that (i) has a 
final maturity date occurring after the final maturity date of, all Senior 
Debt outstanding under the Credit Facility on the date of issuance of such 
Qualified Capital Stock or Indebtedness, (ii) is unsecured, (iii) has an 
Average Life longer than the security for which such Qualified Capital Stock 
or Indebtedness is being exchanged, and (iv) by their terms or by law are 
subordinated to Senior Debt outstanding under the Credit Facility on the date 
of issuance of such Qualified Capital Stock or Indebtedness at least to the 
same extent as the Securities.

          "LEGAL DEFEASANCE" shall have the meaning specified in Section 8.2.

          "LEVERAGE RATIO" of any person on any date of determination (the 
"Transaction Date") means the ratio, on a PRO FORMA basis, of (a) the sum of 
the aggregate outstanding


                                     15





amount of Indebtedness and Disqualified Capital Stock of such person and its 
Subsidiaries as of the date of calculation on a consolidated basis in 
accordance with GAAP to (b) the aggregate amount of Consolidated EBITDA of 
such person attributable to continuing operations and business (exclusive of 
amounts attributable to operations and businesses permanently discontinued or 
disposed of) for the Reference Period; PROVIDED, that for purposes of such 
calculation, (i) Acquisitions which occurred during the Reference Period or 
subsequent to the Reference Period and on or prior to the Transaction Date 
shall be assumed to have occurred on the first day of the Reference Period, 
(ii) transactions giving rise to the need to calculate the Leverage Ratio 
shall be assumed to have occurred on the first day of the Reference Period, 
(iii) the incurrence of any Indebtedness or issuance of any Disqualified 
Capital Stock during the Reference Period or subsequent to the Reference 
Period and on or prior to the Transaction Date (and the application of the 
proceeds therefrom to the extent used to refinance or retire other 
Indebtedness) shall be assumed to have occurred on the first day of such 
Reference Period, and (iv) the Consolidated Fixed Charges of such person 
attributable to interest on any Indebtedness or dividends on any Disqualified 
Capital Stock bearing a floating interest (or dividend) rate shall be 
computed on a PRO FORMA basis as if the average rate in effect from the 
beginning of the Reference Period to the Transaction Date had been the 
applicable rate for the entire period, unless such person or any of its 
Subsidiaries is a party to an Interest Swap or Hedging Obligation (which 
shall remain in effect for the 12-month period immediately following the 
Transaction Date) that has the effect of fixing the interest rate on the date 
of computation, in which case such rate (whether higher or lower) shall be 
used.

          "LIEN" means any mortgage, charge, pledge, lien (statutory or 
otherwise), privilege, security interest, or other encumbrance upon or with 
respect to any property of any kind, real or personal, movable or immovable, 
now owned or hereafter acquired.

          "MATURITY DATE" means, when used with respect to the Securities, 
the date specified on such Security as the fixed date on which the final 
installment of principal of such Security is due and payable (in the absence 
of any acceleration thereof pursuant to the provisions of the Indenture 
regarding acceleration of Indebtedness or any Change of Control Offer or 
Asset Sale Offer).


                                     16





          "NET CASH PROCEEDS" means the aggregate amount of cash or Cash 
Equivalents received by the Company in the case of a sale of Qualified 
Capital Stock and by the Company and its Subsidiaries in respect of an Asset 
Sale or an Event of Loss plus, in the case of an issuance of Qualified 
Capital Stock of the Company upon any exercise, exchange or conversion of 
securities (including options, warrants, rights and convertible or 
exchangeable debt) of the Company that were issued for cash on or after the 
Issue Date, the amount of cash originally received by the Company upon the 
issuance of such securities (including options, warrants, rights and 
convertible or exchangeable debt) less, in each case, the sum of all 
payments, fees, commissions and (in the case of Asset Sales, reasonable and 
customary), expenses (including, without limitation, the fees and expenses of 
legal counsel and investment banking fees and expenses) incurred in 
connection with such Asset Sale, Event of Loss or sale of Qualified Capital 
Stock, and, in the case of an Asset Sale only, less an amount (estimated 
reasonably and in good faith by the Company or the amount actually incurred, 
if greater) of income, franchise, sales and other applicable taxes required 
to be paid by the Company or any of its Subsidiaries in connection with such 
Asset Sale.

          "NON-GUARANTOR SUBSIDIARY" means any Subsidiary that is not a 
Guarantor.

          "NOTICE OF DEFAULT" shall have the meaning specified in Section 
6.1(3).

          "OBLIGATION" means any principal, premium or interest payment, or 
monetary penalty, or damages, due by the Company or any Guarantor under the 
terms of the Securities or the Indenture.

          "OFFICER" means, with respect to the Company or the Guarantors, the 
Chief Executive Officer, the President, any Senior Vice President, the Chief 
Financial Officer, the Treasurer, the Controller, or the Secretary of the 
Company or Guarantor (as applicable).

          "OFFICERS' CERTIFICATE" means, with respect to the Company or the 
Guarantors, a certificate signed by two Officers or by an Officer and an 
Assistant Secretary of the Company or the Guarantors (as applicable) and 
otherwise complying with the requirements of Sections 13.4 and 13.5, and 
delivered to the Trustee or an Agent, as applicable.


                                     17





          "OPINION OF COUNSEL" means a written opinion from legal counsel who 
is reasonably acceptable to the Trustee (which may include counsel to the 
Trustee or the Company including an employee of the Company) or an Agent, as 
applicable, complying with the requirements of Sections 13.4 and 13.5, and 
delivered to the Trustee or an Agent, as applicable.

          "OUTSTANDING" as used with reference to the Securities shall have 
the meaning specified in Section 2.8 hereof.

          "PARENT" or "PARENT" of any person means a corporation which at the 
date of determination owns, directly or indirectly, a majority of the Voting 
Stock of such person or of a Parent of such person.

          "PARENT GUARANTOR" means Jacor Communications, Inc., a Delaware 
corporation.

          "PAYING AGENT" has the meaning specified in Section 2.3.

          "PAYMENT DEFAULT" has the meaning specified in Section 10.2.

          "PAYMENT NOTICE" shall have the meaning set out in Section 10.2.

          "PERMITTED INDEBTEDNESS" means any of the following:

               (a)  the Company and its Subsidiaries may incur Indebtedness 
solely in respect of bankers acceptances, letters of credit and performance 
bonds (to the extent that such incurrence does not result in the incurrence 
of any obligation to repay any obligation relating to borrowed money of 
others), all in the ordinary course of business in accordance with customary 
industry practices, in amounts and for the purposes customary in the 
Company's industry; provided, that the aggregate principal amount outstanding 
of such Indebtedness (including any Indebtedness issued to refinance, refund 
or replace such Indebtedness) shall at no time exceed $5.0 million;

               (b)  the Company may incur Indebtedness to any Wholly owned 
Subsidiary Guarantor, and any Wholly owned


                                     18





Subsidiary Guarantor may incur Indebtedness to any other Wholly owned 
Subsidiary Guarantor or to the Company; provided, that in the case of 
Indebtedness of the Company, such obligations shall be unsecured and 
subordinated in all respects to the Company's obligations pursuant to the 
Securities and the date of any event that causes such Subsidiary Guarantor to 
no longer be a Wholly owned Subsidiary shall be an Incurrence Date;

               (c)  the Company and the Guarantors may incur Indebtedness 
evidenced by the Securities and the Guarantees and represented by the 
Indenture up to the amounts specified therein as of the date hereof;

               (d)  the Company and the Guarantors, as applicable, may incur 
Refinancing Indebtedness with respect to any Indebtedness or Disqualified 
Capital Stock, as applicable, which Indebtedness was incurred pursuant to the 
Leverage Ratio in Section 4.11 hereof or clause (c) of this definition;

               (e)  the Company and its Subsidiaries may incur Indebtedness 
in an aggregate amount outstanding at any time (including any Indebtedness 
issued to refinance, replace, or refund such Indebtedness) of up to $5.0 
million;

               (f)  the Company and the Guarantors may incur Indebtedness 
incurred pursuant to the Credit Facility up to an aggregate principal amount 
outstanding (including any Indebtedness issued to refinance, refund or 
replace such Indebtedness in whole or in part) at any time of $600.0 million, 
plus accrued interest and additional expense and reimbursement obligations 
with respect thereto and such additional amounts as may be deemed to be 
outstanding in the form of Interest Swap and Hedging Obligations with lenders 
(or affiliates thereof) party to the Credit Facility, minus the amount of any 
such Indebtedness retired with Net Cash Proceeds from any Asset Sale;

               (g)  the Company and the Guarantors may incur Indebtedness 
under Interest Swap and Hedging Obligations that do not increase the 
Indebtedness of the Company other than as a result of fluctuations in 
interest or foreign currency exchange rates provided that such Interest Swap 
and Hedging Obligations are incurred for the purpose of providing interest 
rate protection with respect to Indebtedness permitted under the Indenture or 
to provide currency ex-


                                     19





change protection in connection with revenues generated in currencies other 
than U.S. dollars;

               (h)  Subsidiaries may incur Acquired Indebtedness if the 
Company at the time of such incurrence could incur such Indebtedness pursuant 
to the Leverage Ratio in Section 4.11; and

               (i)  the Company and its Subsidiaries may incur Indebtedness 
existing on the Issue Date.

          "PERMITTED INVESTMENT" means:

               (a)  Investments in any of the Securities;

               (b)  Cash Equivalents;

               (c)  intercompany loans to the extent permitted under clause 
(b) of the definition of "Permitted Indebtedness" and intercompany security 
agreements relating thereto;

               (d)  loans, advances or investments in existence on the Issue 
Date;

               (e)  Investments in a person substantially all of whose assets 
are of a type generally used in a Related Business (an "Acquired Person") if, 
as a result of such Investments, (i) the Acquired Person immediately 
thereupon is or becomes a Subsidiary of the Company, or (ii) the Acquired 
Person immediately thereupon either (1) is merged or consolidated with or 
into the Company or any of its Subsidiaries and the surviving person is the 
Company or a Subsidiary of the Company or (2) transfers or conveys all or 
substantially all of its assets, or is liquidated into, the Company or any of 
its Subsidiaries;

               (f)  Investments in a person with whom the Company or any of 
its Subsidiaries have entered into, (i) local market agreements or time 
brokerage agreements pursuant to which the Company or any one of its 
Subsidiaries programs substantial portions of the broadcast day on such 
person's radio broadcast station(s) and sells advertising time during such 
program segments for its own account or (ii) joint sales agreements pursuant 
to which the Company or any of its Subsidiaries sells substantially all of 
the


                                     20





advertising time for such person's radio broadcast station(s);

               (g)  Investments that are in persons which will have the 
purpose of furthering the operations of the Company and its Subsidiaries not 
to exceed $10.0 million; and

               (h)  demand deposit accounts maintained in the ordinary course 
of business.

          "PERMITTED LIEN" means:

               (a)  Liens existing on the Issue Date;

               (b)  Liens imposed by governmental authorities for taxes, 
assessments or other charges or levies not yet subject to penalty or which 
are being contested in good faith and by appropriate proceedings, if adequate 
reserves with respect thereto are maintained on the books of the Company in 
accordance with GAAP as of the date of determination;

               (c)  statutory liens of carriers, warehousemen, mechanics, 
materialmen, landlords, repairmen or other like Liens arising by operation of 
law in the ordinary course of business provided that (i) the underlying 
obligations are not overdue for a period of more than 60 days, or (ii) such 
Liens are being contested in good faith and by appropriate proceedings and 
adequate reserves with respect thereto are maintained on the books of the 
Company in accordance with GAAP as of the date of determination; 

               (d)  Liens securing the performance of bids, trade contracts 
(other than borrowed money), leases, statutory obligations, surety and appeal 
bonds, performance bonds and other obligations of a like nature incurred in 
the ordinary course of business and deposits made in the ordinary course of 
business to secure obligations of public utilities;

               (e)  easements, rights-of-way, zoning, building restrictions, 
reservations, encroachments, exceptions, covenants, similar restrictions and 
other similar encumbrances or title defects which, singly or in the 
aggregate, do not in any case materially detract from the value of the 
property, subject thereto (as such property is used by the


                                     21





Company or any of its Subsidiaries) or interfere with the ordinary conduct of 
the business of the Company or any of its Subsidiaries;

               (f)  Liens arising by operation of law in connection with 
judgments, provided, that the execution or other enforcement of such Liens is 
effectively stayed and that the claims secured thereby are being contested in 
good faith by appropriate proceedings;

               (g)  pledges or deposits made in the ordinary course of 
business in connection with workers' compensation, unemployment insurance and 
other types of social security legislation;

               (h)  Liens securing Indebtedness of a person existing at the 
time such person becomes a Subsidiary or is merged with or into the Company 
or a Subsidiary or Liens securing Indebtedness incurred in connection with an 
Acquisition, provided that such Liens were in existence prior to the date of 
such acquisition, merger or consolidation, were not incurred in anticipation 
thereof, and do not extend to any other assets;

               (i)  leases or subleases granted to other persons in the 
ordinary course of business not materially interfering with the conduct of 
the business of the Company or any of its Subsidiaries or materially 
detracting from the value of the relative assets of the Company or any of its 
Subsidiaries;

               (j)  Liens arising from precautionary Uniform Commercial Code 
financing statement filings regarding operating leases entered into by the 
Company or any of its Subsidiaries in the ordinary course of business;

               (k)  Liens securing Refinancing Indebtedness incurred to 
refinance any Indebtedness that was previously so secured in a manner no more 
adverse to the Holders of the Securities than the terms of the Liens securing 
such refinanced Indebtedness provided that the Indebtedness secured is not 
increased and the lien is not extended to any additional assets or property;

               (l)  Liens in favor of the Administrative Agent pursuant to 
the Credit Facility; and


                                     22





               (m)  Liens on property of a Subsidiary of the Company provided 
that such Liens secure only obligations owing by such Subsidiary to the 
Company or another Subsidiary of the Company.

          "PERSON" or "PERSON" means any corporation, individual, limited 
liability company, joint stock company, joint venture, partnership, 
unincorporated association, governmental regulatory entity, country, state or 
political subdivision thereof, trust, municipality or other entity.

          "PLAN OF LIQUIDATION" means a plan that provides for, contemplates 
or the effectuation of which is preceded or accompanied by (whether or not 
substantially contemporaneously) (i) the sale, lease, conveyance or other 
disposition of all or substantially all of the assets of the Company 
otherwise than as an entirety or substantially  as an entirety and (ii) the 
distribution of all or substantially all of the proceeds of such sale, lease, 
conveyance or other disposition and all or substantially all of the remaining 
assets of the Company to holders of Capital Stock of the Company.

          "PREFERRED STOCK" as applied to the Capital Stock of any 
corporation, means Capital Stock ranking prior to the shares of any other 
class of Capital Stock of said corporation as to the payment of dividends or 
the distribution of assets on any voluntary or involuntary liquidation.

          "PRESENT SUBSIDIARY GUARANTORS" means Broadcast Finance, Inc.; Cine 
Films, Inc.; Cine Guarantors, Inc.; Cine Guarantors II, Inc.; Cine Guarantors 
II, Ltd.; Cine Mobile Systems Int'l. N.V.; Cine Movil S.A. de C.V.; 
Citicasters Co.; F.M.I. Pennsylvania, Inc.; GACC-N26LB, Inc.; GACC-340, Inc.; 
Georgia Network Equipment, Inc.; Great American Merchandising Group, Inc.; 
Great American Television Productions, Inc.; Inmobilaria Radial, S.A. de 
C.V.; Jacor Broadcasting Corporation; Jacor Broadcasting of Atlanta, Inc.; 
Jacor Broadcasting of Colorado, Inc.; Jacor Broadcasting of Florida, Inc.; 
Jacor Broadcasting of Idaho, Inc.; Jacor Broadcasting of Iowa, Inc.;. Jacor 
Broadcasting of Knoxville, Inc.; Jacor Broadcasting of Lexington, Inc.; Jacor 
Broadcasting of St. Louis, Inc.; Jacor Broadcasting of San Diego, Inc.; Jacor 
Broadcasting of Sarasota, Inc.; Jacor Broadcasting of Tampa Bay, Inc.; Jacor 
Cable, Inc.; Location Productions, Inc.; Location Productions II, Inc.; Noble 
Broadcast Center, Inc.; Noble Broadcast Group, Inc.; Noble


                                     23





Broadcast Holdings, Inc.; Noble Broadcast Licenses,  Inc.; Noble Broadcast of 
Colorado, Inc.; Noble Broadcast of St. Louis, Inc.; Noble Broadcast of San 
Diego, Inc.; Noble Broadcast of Toledo, Inc.; Nobro, S.C.; Nova Marketing 
Group, Inc.; Sports Radio Broadcasting, Inc.; Sports Radio, Inc.; Taft-TCI 
Satellite Services, Inc.; The River Niger Pictures, Inc.; The Sy Fischer 
Company Agency, Inc.; WHOK, Inc.; and VTTV Productions, each a direct or 
indirect subsidiary of the Company or any successor entity, whether by 
merger, consolidation, change of name or otherwise.

          "PRO RATA PORTION" shall have the meaning specified in Section 12.1.

          "PRODUCTIVE ASSETS" means assets of a kind used or usable by the 
Company and its Subsidiaries in a Related Business.

          "PROPERTY" means any right or interest in or to property or assets 
of any kind whatsoever, whether real, personal or mixed and whether tangible 
or intangible.

          "PUBLIC OFFERING" means a firm commitment underwritten primary 
offering of Capital Stock of the Parent Guarantor or the Company.

          "QUALIFIED CAPITAL STOCK" means any Capital Stock of the Company 
that is not Disqualified Capital Stock.

          "QUALIFIED EXCHANGE" means any legal defeasance, redemption, 
retirement, repurchase or other acquisition of Capital Stock or Indebtedness 
of the Company issued on or after the Issue Date with the Net Cash Proceeds 
received by the Company from the substantially concurrent sale of Qualified 
Capital Stock or any exchange of Qualified Capital Stock for any Capital 
Stock or Indebtedness issued on or after the Issue Date.

          "RECORD DATE" means a Record Date specified in the Securities 
whether or not such Record Date is a Business Day.

          "REDEMPTION DATE," when used with respect to any Security to be 
redeemed, means the date fixed for such redemption pursuant to Article III of 
this Indenture and Paragraph 5 in the form of Security.


                                     24





          "REDEMPTION PRICE," when used with respect to any Security to be 
redeemed, means the redemption price for such redemption pursuant to 
Paragraph 5 in the form of Security, which shall include, without 
duplication, in each case, accrued and unpaid interest to the Redemption Date 
(subject to the provisions of Section 3.5).

          "REFERENCE PERIOD" with regard to any Person means the four full 
fiscal quarters (or such lesser period during which such person has been in 
existence) ended immediately preceding any date upon which any determination 
is to be made pursuant to the terms of the Securities or the Indenture.

          "REFINANCING INDEBTEDNESS" means Indebtedness or Disqualified 
Capital Stock (a) issued in exchange for, or the proceeds from the issuance 
and sale of which are used substantially concurrently to repay, redeem, 
defease, refund, refinance, discharge or otherwise retire for value, in whole 
or in part, or (b) constituting an amendment, modification or supplement to, 
or a deferral or renewal of ((a) and (b) above are, collectively, a 
"Refinancing"), any Indebtedness or Disqualified Capital Stock in a principal 
amount or, in the case of Disqualified Capital Stock, liquidation preference, 
not to exceed (after deduction of reasonable and customary fees and expenses 
incurred in connection with the Refinancing) the lesser of (i) the principal 
amount or, in the case of Disqualified Capital Stock, liquidation preference, 
of the Indebtedness or Disqualified Capital Stock so Refinanced and (ii) if 
such Indebtedness being Refinanced was issued with an original issue 
discount, the accredited value thereof (as determined in accordance with 
GAAP) at the time of such Refinancing; provided, that (A) such Refinancing 
Indebtedness of any Subsidiary of the Company shall only be used to Refinance 
outstanding Indebtedness or Disqualified Capital Stock of such Subsidiary, 
(B) such Refinancing Indebtedness shall (x) not have an Average Life shorter 
than the Indebtedness or Disqualified Capital Stock to be so refinanced at 
the time of such Refinancing and (y) in all respects, be no less subordinated 
or junior, if applicable, to the rights of Holders of the Securities than was 
the Indebtedness or Disqualified Capital Stock to be refinanced and (C) such 
Refinancing Indebtedness shall have no installment of principal (or 
redemption payment) scheduled to come due earlier than the scheduled maturity 
of any installment of principal of the Indebtedness or Disqual-


                                     25





ified Capital Stock to be so refinanced which was scheduled to come due prior 
to the Stated Maturity.

          "REGISTRAR" shall have the meaning specified in Section 2.3.

          "RELATED BUSINESS" means the business conducted (or proposed to be 
conducted) by the Company and its Subsidiaries as of the Issue Date and any 
and all businesses that in the good faith judgment of the Board of Directors 
of the Company are materially related businesses.  

          "RELATED PERSON" means any person who controls, is controlled by or 
is under common control with an Excluded Person; PROVIDED that for purposes 
of this definition "control" means the beneficial ownership of more than 50% 
of the total voting power of a person normally entitled to vote in the 
election of directors, managers or trustees, as applicable of a person.

          "REPRESENTATIVE" means Chemical Bank in its capacity as 
Administrative Agent for lenders pursuant to the New Credit Facility, and not 
in its individual capacity as a lender, and any successor Administrative 
Agent appointed pursuant to the Credit Facility.

          "REQUIRED LENDERS" means lenders under the Credit Facility whose 
PRO RATA shares (as defined therein), pursuant to the Credit Facility, are in 
the aggregate at least 66 2/3%.

          "RESTRICTED INVESTMENT"  means, in one or a series of related 
transactions any Investment other than investments in Permitted Investments; 
provided, however, that a merger of another person with or into the Company 
or a Subsidiary Guarantor shall not be deemed to be a Restricted Investment 
so long as the surviving entity is the Company or a direct Wholly owned 
Subsidiary Guarantor.

          "RESTRICTED PAYMENT" means with respect to any person, (a) the 
declaration or payment of any dividend or other distribution in respect of 
Equity Interests of such person or any parent or Subsidiary of such person, 
(b) any payment on account of the purchase, redemption or other acquisition 
or retirement for value of Equity Interests of such person or any Subsidiary 
or parent of such person, (c) other than with the proceeds from the 
substantially


                                     26





concurrent sale of, or in exchange for, Refinancing Indebtedness any 
purchase, redemption, or other acquisition or retirement for value of, any 
payment in respect of any amendment of the terms of or any defeasance of, any 
Subordinated Indebtedness, directly or indirectly, by such person or a parent 
or Subsidiary of such person prior to the scheduled maturity, any scheduled 
repayment of principal, or scheduled sinking fund payment, as the case may 
be, of such Indebtedness and (d) any Restricted Investment by such person; 
provided, however, that the term "Restricted Payment" does not include (i) 
any dividend, distribution or other payment on or with respect to Capital 
Stock of an issuer to the extent payable solely in shares of Qualified 
Capital Stock of such issuer; (ii) any dividend, distribution or other 
payment to the Company, or to any Wholly owned Subsidiary Guarantor, by any 
of the Subsidiaries of the Company; or (iii) loans or advances to any 
Guarantor the proceeds of which are used by such Subsidiary Guarantor in a 
Related Business activity of such Subsidiary Guarantor.

          "SEC" means the Securities and Exchange Commission.

          "SECURITIES" means the ___% Senior Subordinated Notes due 2006 
issued under this Indenture.

          "SECURITIES ACT" means the Securities Act of 1933, as amended, and 
the rules and regulations of the SEC promulgated thereunder.

          "SECURITIES CUSTODIAN" means the Registrar, as custodian with 
respect to the Securities in global form, or any successor entity thereto.

          "SECURITYHOLDER" or "HOLDER" means any person in whose name a 
Security is registered on the Registrar's books.

          "SENIOR DEBT" of the Company or any Guarantor means Indebtedness 
(including any monetary obligation in respect of the Credit Facility, and 
interest, whether or not such interest is allowed or allowable, accruing on 
Indebtedness incurred pursuant to the Credit Facility at the contracted-for 
rate whether accruing on, before or after the commencement of any proceeding 
under any bankruptcy, insolvency or similar law) of the Company or such 
Guarantor arising under the Credit Facility or that, by the terms of


                                     27





the instrument creating or evidencing such Indebtedness, is expressly 
designated Senior Debt and made senior in right of payment to the Securities 
or the applicable Guaranty; provided, that in no event shall Senior Debt 
include (a) Indebtedness to any Subsidiary of the Company or any officer, 
director or employee of the Company or any Subsidiary of the Company, (b) 
Indebtedness incurred in violation of the terms of the Indenture, (c) 
Indebtedness to trade creditors, (d) Disqualified Capital Stock and (e) any 
liability for taxes owed or owing by the Company or such Guarantor.

          "SIGNIFICANT SUBSIDIARY" shall have the meaning provided under 
Regulation S-X of the Securities Act, in effect on the Issue Date.

          "SPECIAL RECORD DATE" for payment of any Defaulted Interest means a 
date fixed by the Paying Agent pursuant to Section 2.12.

          "STATED MATURITY," when used with respect to any Security, means 
_____, 2006.

          "SUBORDINATED INDEBTEDNESS" means Indebtedness of the Company or a 
Guarantor that is subordinated in right of payment to the Securities or such 
Guaranty, as applicable, in any respect or has a stated maturity on or after 
the Stated Maturity.

          "SUBSIDIARY" with respect to any person, means (i) a corporation a 
majority of whose Capital Stock with voting power, under ordinary 
circumstances, to elect directors is at the time, directly or indirectly, 
owned by such person, by such person and one or more Subsidiaries of such 
person or by one or more Subsidiaries of such person, (ii) any other person 
(other than a corporation) in which such person, one or more Subsidiaries of 
such person, or such person and one or more Subsidiaries of such person, 
directly or indirectly, at the date of determination thereof has at least 
majority ownership interest, or (iii) a partnership in which such person or a 
Subsidiary of such person is, at the time, a general partner and in which 
such person, directly or indirectly, at the date of determination thereof has 
at least a majority ownership interest.

          "SUBSIDIARY GUARANTORS" means (i) the Present Subsidiary Guarantors 
and (ii) Future Subsidiary Guarantors (other than Excluded Subsidiaries)  
that become Subsidiary


                                     28





Guarantors pursuant to the terms of this Indenture, but excluding any Persons 
whose guarantees have been released pursuant to the terms of this Indenture.

          "TAX SHARING AGREEMENT" means any agreements between the Company 
and the Parent Guarantor pursuant to which the Company may make payments to 
the Parent Guarantor with respect to the Company's Federal, state, or local 
income or franchise tax liabilities where the Company is included in a 
consolidated, unitary or combined return filed by the Parent Guarantor; 
PROVIDED, HOWEVER, that the payment by the Company under such agreement may 
not exceed the liability of the Company for such taxes if it had filed its 
income tax returns as a separate company.

          "10 1/8% NOTES" means the 10 1/8% Senior Subordinated Notes due 
June 15, 2006 issued by JCAC, Inc. (predecessor to the Company) pursuant to 
an Indenture dated as of June 12, 1996 between JCAC, Inc., Jacor 
Communication Inc., as Initial Guarantor and First Trust of Illinois, 
National Association.

          "TIA" means the Trust Indenture Act of 1939, as amended, (15 U.S. 
Code Sections 77aaa-77bbbb) as in effect on the date of the execution of this 
Indenture, except as provided in Section 9.3.

          "TRANSFER INSTRUMENTS" shall have the meaning specified in Section 
12.2.

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

          "TRUST OFFICER" means any officer within the corporate trust 
department (or any successor group) of the Trustee or any other officer of 
the Trustee customarily performing functions similar to those performed by 
the Persons who at that time shall be such officers, and also means, with 
respect to a particular corporate trust matter, any other officer of the 
Trustee to whom such trust matter is referred because of his knowledge of and 
familiarity with the particular subject.

          "U.S. GOVERNMENT OBLIGATIONS" means direct non-callable obligations 
of, or noncallable obligations guaran-


                                     29





teed by, the United States of America for the payment of which obligation or 
guarantee the full faith and credit of the United States of America is 
pledged.

          "VOTING STOCK" means, with respect to any specified person, capital 
stock with voting power, under ordinary circumstances, to elect directors of 
such Person.

          "WHOLLY OWNED SUBSIDIARY" means a Subsidiary all the Equity 
Interests of which are owned by the Company or one or more Wholly owned 
Subsidiaries of the Company.

          SECTION 1.2.  INCORPORATION BY REFERENCE OF TIA.

          Whenever this Indenture refers to a provision of the TIA, such 
provision is incorporated by reference in and made a part of this Indenture. 
The following TIA terms used in this Indenture have the following meanings:

          "COMMISSION" means the SEC.

          "INDENTURE SECURITIES" means the Securities.

          "INDENTURE SECURITYHOLDER" means a Holder or a Securityholder.

          "INDENTURE TO BE QUALIFIED" means this Indenture.

          "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the Trustee.

          "OBLIGOR" on the indenture securities means the Company, each 
Guarantor and any other obligor on the Securities.

          All other TIA terms used in this Indenture that are defined by the 
TIA, defined by TIA reference to another statute or defined by SEC rule and 
not otherwise defined herein have the meanings assigned to them thereby.

          SECTION 1.3.  RULES OF CONSTRUCTION.

          Unless the context otherwise requires:

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


                                     30





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

          (3)  "or" is not exclusive;

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

          (5)  provisions apply to successive events and transactions;

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

          (7)  references to Sections or Articles means reference to such 
Section or Article in this Indenture, unless stated otherwise.

                                   ARTICLE II

                                 THE SECURITIES

          SECTION 2.1.  FORM AND DATING.

          The Securities and the Trustee's certificate of authentication, in 
respect thereof, shall be substantially in the form of Exhibit A hereto, 
which Exhibit is part of this Indenture.  The Securities may have notations, 
legends or endorsements required by law, stock exchange rule or usage.  The 
Company shall approve the form of the Securities and any notation, legend or 
endorsement on them.  Any such notations, legends or endorsements not 
contained in the form of Security attached as Exhibit A hereto shall be 
delivered in writing to the Trustee.  Each Security shall be dated the date 
of its authentication.

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


                                     31





          SECTION 2.2.  EXECUTION AND AUTHENTICATION.

          Two Officers shall sign, or one Officer shall sign and one Officer 
shall attest to, the Security for the Company by manual or facsimile 
signature. The Company's seal, if any, 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 was an Officer at 
the time of such execution but no longer holds that office at the time the 
Trustee authenticates the Security, the Security shall be valid nevertheless 
and the Company shall nevertheless be bound by the terms of the Securities 
and this Indenture.

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

          The Trustee shall authenticate or cause to be authenticated 
Securities for original issue in the aggregate principal amount of up to 
$125,000,000 upon a written order of the Company in the form of an Officers' 
Certificate.  The Officers' Certificate shall specify the amount of 
Securities to be authenticated and the date on which the Securities are to be 
authenticated.  The aggregate principal amount of Securities outstanding at 
any time may not exceed $125,000,000, except as provided in Section 2.7.  
Upon the written order of the Company in the form of an Officers' 
Certificate, the Trustee shall authenticate Securities in substitution of 
Securities originally issued to reflect any name changes of the Company.

          The Trustee may appoint an authenticating agent acceptable to the 
Company to authenticate Securities.  Unless otherwise provided in the 
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 an Agent to deal with the Company, any Affiliate of the 
Company, or any of its Subsidiaries.


                                     32





          Securities shall be issuable only in fully registered form, without 
coupons, in denominations of $1,000 and integral multiples thereof.

          SECTION 2.3.  REGISTRAR AND PAYING AGENT.

          The Company shall maintain an office or agency in the Borough of 
Manhattan, The City of New York, where Securities may be presented for 
registration of transfer or exchange ("Registrar") and an office or agency of 
the Company where Securities may be presented for payment ("Paying Agent") 
and where notices and demands to or upon the Company in respect of the 
Securities may be served.  The Company may act as Registrar or Paying Agent, 
except that, for the purposes of Articles III, VIII, XI, and Section 4.14 and 
as otherwise specified in this Indenture, neither the Company nor any 
Affiliate of the Company shall act as 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 "Registrar" includes any co-registrar and the term "Paying Agent" 
includes any additional Paying Agent.  The Company hereby initially appoints 
the Trustee as Registrar and Paying Agent, and by its acknowledgement and 
acceptance on the signature page hereto, the Trustee hereby agrees so to act.

          The Company shall enter into an appropriate written agency 
agreement with any Agent (including the Paying Agent) not a party to this 
Indenture, which agreement shall implement the provisions of this Indenture 
that relate to such Agent, and shall furnish a copy of each such agreement to 
the Trustee.  The Company shall promptly notify the Trustee in writing 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.

          The Company initially appoints The Depository Trust Company ("DTC") 
to act as Depositary with respect to the Global Securities.

          The Company initially appoints the Registrar to act as Securities 
Custodian with respect to the Global Securities.

          Upon the occurrence of an Event of Default described in Section 
6.1(4) or (6), the Trustee shall, or upon


                                     33





the occurrence of any other Event of Default by notice to the Company, the 
Registrar and the Paying Agent, the Trustee may, assume the duties and 
obligations of the Registrar and the Paying Agent hereunder.

          SECTION 2.4.  PAYING AGENT TO HOLD ASSETS IN TRUST.

          The Company shall require each Paying Agent other than the Trustee 
to agree in writing that such Paying Agent shall hold in trust for the 
benefit of Holders or the Trustee all assets held by the Paying Agent for the 
payment of principal of, premium, if any, or interest on, the Securities 
(whether such assets have been distributed to it by the Company or any other 
obligor on the Securities), and shall notify the Trustee in writing of any 
Default in making any such payment.  If a Subsidiary of the Company acts as 
Paying Agent, it shall segregate such assets and hold them as a separate 
trust fund for the benefit of the Holders or the Trustee.  The Company at any 
time may require a Paying Agent to distribute all assets held by it to the 
Trustee and account for any assets disbursed and the Trustee may at any time 
during the continuance of any payment Default or any Event of Default, upon 
written request to a Paying Agent, require such Paying Agent to distribute 
all assets held by it to the Trustee and to account for any assets 
distributed.  Upon distribution to the Trustee of all assets that shall have 
been delivered by the Company to the Paying Agent, the Paying Agent (if other 
than the Company) shall have no further liability for such assets.

          SECTION 2.5.  SECURITYHOLDER LISTS.

          The Registrar shall preserve in as current a form as is reasonably 
practicable the most recent list available to it of the names and addresses 
of Holders and shall otherwise comply with TIA Section 312(a).  If the 
Trustee or any Paying Agent is not the Registrar, the Company shall furnish 
to the Trustee on or before the third Business Day preceding each Interest 
Payment Date and at such other times as the Trustee or any such Paying Agent 
may request in writing a list in such form and as of such date as the Trustee 
or any such Paying Agent reasonably may require of the names and addresses of 
Holders and the Company shall otherwise comply with TIA Section 312(a).


                                     34





          SECTION 2.6.  TRANSFER AND EXCHANGE.

               (a)  TRANSFER AND EXCHANGE OF DEFINITIVE SECURITIES.  When 
Definitive Securities are presented to the Registrar with a request:

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

                              (y) to exchange such Definitive Securities for 
an equal principal amount of Definitive Securities of other authorized 
denominations; the 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 
registration of transfer or exchange shall be duly endorsed or accompanied by 
a written instrument of transfer in form reasonably satisfactory to the 
Company and the Registrar duly executed by the Holder thereof or his attorney 
duly authorized in writing.

               (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 
Registrar of a Definitive Security, duly endorsed or accompanied by 
appropriate instruments of transfer, in form satisfactory to the Registrar, 
together with written instructions of the Holder directing the Registrar to 
make, or to direct the Securities Custodian to make, an endorsement on the 
Global Security to reflect an increase in the aggregate principal amount of 
the Securities represented by the Global Security, then the Registrar 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 Depositary and the Securities Custodian, the aggregate 
principal amount of Securities represented by the Global Security to be 
increased accordingly.  If no Global Securities are then outstanding, the 
Company shall issue and the Trustee shall authenticate a new Global Security 
in the appropriate principal amount.

               (c)  TRANSFER AND EXCHANGE OF GLOBAL SECURITIES.  The transfer 
and exchange of Global Securities or beneficial interests therein shall be 
effected through the


                                     35





Depositary, in accordance with this Indenture and the procedures of the 
Depositary therefor. 

               (d)  TRANSFER OF A BENEFICIAL INTEREST IN A GLOBAL SECURITY FOR A
DEFINITIVE SECURITY.

                    (i)  Any Person having a beneficial interest in a Global
     Security may upon request exchange such beneficial interest for a
     Definitive Security.  Upon receipt by the Registrar of written instructions
     or such other form of instructions as is customary for the Depositary from
     the Depositary or its nominee on behalf of any Person having a beneficial
     interest in a Global Security, and, if such beneficial interest is being
     transferred to the Person designated by the Depositary as being the
     beneficial owner, a certification from such person to that effect (in
     substantially the form set forth on the reverse of the Security)(all of
     which may be submitted by facsimile), then the Registrar or the Securities
     Custodian, at the direction of the Trustee, will cause, in accordance with
     the standing instructions and procedures existing between the Depositary
     and the Securities Custodian, the aggregate principal amount of the Global
     Security to be reduced and, following such reduction, the Company will
     execute and the Trustee's authenticating agent will authenticate and
     deliver to the transferee a Definitive Security.

                    (ii)  Definitive Securities issued in exchange for a
     beneficial interest in a Global Security pursuant to this Section 2.6(d)
     shall be registered in such names and in such authorized denominations as
     the Depositary, pursuant to instructions from its direct or indirect
     participants or otherwise, shall instruct the Registrar.  The Registrar
     shall deliver such Definitive Securities to the persons in whose names such
     Securities are so registered.

               (e)  RESTRICTIONS ON TRANSFER AND EXCHANGE OF GLOBAL 
SECURITIES. Notwithstanding any other provisions of this Indenture (other 
than the provisions set forth in subsection (f) of this Section 2.6), a 
Global Security may not be transferred as a whole except by the Depositary to 
a nominee of the Depositary or by a nominee of the Depositary to the 
Depositary or another nominee of the Depositary or by


                                     36





the Depositary or any such nominee to a successor Depositary or a nominee of 
such successor Depositary.

               (f)  AUTHENTICATION OF DEFINITIVE SECURITIES IN ABSENCE OF 
DEPOSITARY.  If at any time:

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

                    (ii)  the Company, in its sole discretion, notifies the
     Trustee and the Registrar in writing that it elects to cause the issuance
     of Definitive Securities under this Indenture,

then the Company will execute, and the Trustee, upon receipt of an Officers' 
Certificate requesting the authentication and delivery of Definitive 
Securities, will, or its authenticating agent will, authenticate and deliver 
Definitive Securities, in an aggregate principal amount equal to the 
principal amount of the Global Securities, in exchange for such Global 
Securities.

               (g)  CANCELLATION AND/OR ADJUSTMENT OF GLOBAL SECURITY.  At 
such time as all beneficial interests in a Global Security have either been 
exchanged for Definitive Securities, redeemed, repurchased or cancelled, such 
Global Security shall be returned to or retained and cancelled by the 
Registrar.  At any time prior to such cancellation, if any beneficial 
interest in a Global Security is exchanged for Definitive Securities, 
redeemed, repurchased or cancelled, the principal amount of Securities 
represented by such Global Security shall be reduced and an endorsement shall 
be made on such Global Security, by the Registrar or the Securities 
Custodian, at the direction of the Registrar, to reflect such reduction.

               (h)  OBLIGATIONS WITH RESPECT TO TRANSFERS AND EXCHANGES OF 
SECURITIES.

                    (i)  To permit registrations of transfers and exchanges, the
     Company shall execute and the Trustee or any authenticating agent of the
     Trustee


                                     37





     shall authenticate Definitive Securities and Global Securities at
     the Registrar's request.

                    (ii)  No service charge shall be made to a Holder 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
     exchanges or transfers pursuant to Section 2.10, 3.7, 4.14(8), 9.5, or 11.1
     (final paragraph)).

                    (iii)  The Registrar shall not be required to register the
     transfer of or exchange (a) any Definitive Security selected for redemption
     in whole or in part pursuant to Article III, except the unredeemed portion
     of any 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 pursuant to Article XI or Section 4.14 hereof or
     redemption of Securities pursuant to Article III hereof and ending at the
     close of business on the day of such mailing.

          SECTION 2.7.  REPLACEMENT SECURITIES. 

          If a mutilated Security is surrendered to the Registrar or if the 
Holder of a Security claims and submits an affidavit or other evidence, 
satisfactory to the Registrar, to the Registrar to the effect that the 
Security has been lost, destroyed or wrongfully taken, the Company shall 
issue and the Trustee or any authenticating agent of the Trustee shall 
authenticate a replacement Security if the Registrar's requirements are met.  
If required by the Trustee, the Registrar or the Company, such Holder must 
provide an indemnity bond or other indemnity, sufficient in the judgment of 
both the Company and the Registrar, to protect the Company, the Trustee or 
any Agent from any loss which any of them may suffer if a Security is 
replaced.  In the case of any lost Security that will become due and payable 
within 30 days, the Company can choose to pay such Security rather than 
replacing such Security.  The Company may charge such Holder for its 
reasonable, out-of-pocket expenses in replacing a Security.


                                     38





          Every replacement Security is an additional obligation of the 
Company.

          SECTION 2.8.  OUTSTANDING SECURITIES.

          Securities outstanding at any time are all the Securities that have 
been authenticated by the Trustee (including any Security represented by a 
Global Security)  except those cancelled by the Registrar, those delivered to 
the Registrar for cancellation, those reductions in the interest in a Global 
Security effected by the Registrar hereunder, those paid pursuant to Section 
2.7 and those described in this Section 2.8 as not outstanding.  A Security 
does not cease to be outstanding because the Company or an Affiliate of the 
Company holds the Security, except as provided in Section 2.9.

          If a Security is replaced pursuant to Section 2.7 (other than a 
mutilated Security surrendered for replacement), it ceases to be outstanding 
unless the Registrar receives proof satisfactory to it that the replaced 
Security is held by a BONA FIDE purchaser.  A mutilated Security ceases to be 
outstanding upon surrender of such Security and replacement thereof pursuant 
to Section 2.7.

          If on a Redemption Date or the Maturity Date the Paying Agent 
(other than the Company or an Affiliate of the Company) holds Cash or U.S. 
Government Obligations sufficient to pay all of the principal and interest 
and premium, if any, due on the Securities payable on that date and payment 
of the Securities called for redemption is not otherwise prohibited, then on 
and after that date such Securities cease to be outstanding and interest on 
them ceases to accrue.

          SECTION 2.9.  TREASURY SECURITIES.

          In determining whether the Holders of the required principal amount 
of Securities have concurred in any direction, amendment, supplement, waiver 
or consent, Securities owned by the Company or Affiliates of the Company 
shall be disregarded, except that, for the purposes of determining whether 
the Trustee shall be protected in relying on any such direction, amendment, 
supplement, waiver or consent, only Securities that a Trust Officer of the 
Trustee actually knows are so owned shall be disregarded.


                                     39





          SECTION 2.10.  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 reasonably and in good faith consider 
appropriate for temporary Securities.  Without unreasonable delay, the 
Company shall prepare and the Trustee shall, upon receipt of a written order 
of the Company in the form of an Officer's Certificate, authenticate 
Definitive Securities in exchange for temporary Securities.  Until so 
exchanged, the temporary Securities shall in all respects be entitled to the 
same benefits under this Indenture as permanent Securities authenticated and 
delivered hereunder.

          SECTION 2.11.  CANCELLATION.

          The Company at any time may deliver Securities to the Registrar for 
cancellation.  The Trustee and the Paying Agent shall forward to the 
Registrar any Securities surrendered to them for registration of transfer, 
exchange or payment.  The Registrar, or at the direction of the Registrar, 
the Trustee or the Paying Agent (other than the Company or an Affiliate of 
the Company), and no one else, shall cancel and, return to the Company all 
Securities surrendered for registration of transfer, exchange, payment or 
cancellation.  Subject to Section 2.7, the Company may not issue new 
Securities to replace Securities that have been paid or delivered to the 
Registrar for cancellation.  No Securities shall be authenticated in lieu of 
or in exchange for any Securities cancelled as provided in this Section 2.11, 
except as expressly permitted in the form of Securities and as permitted by 
this Indenture.

          SECTION 2.12.  DEFAULTED INTEREST.

          Any interest on any Security which is payable, but is not 
punctually paid or duly provided for, on any Interest Payment Date plus, to 
the extent lawful, any interest payable on the defaulted interest at the rate 
and in the manner provided in Section 4.1 hereof and the Security (herein 
called "Defaulted Interest") shall forthwith cease to be payable to the 
registered holder on the relevant Record Date, and such Defaulted Interest 
may be paid by the Compa-


                                     40





ny, at its election in each case, as provided in clause (1) or (2) below:

                    (1)  The Company may elect to make payment of any Defaulted
     Interest to the persons in whose names the Securities are registered at the
     close of business on a Special Record Date for the payment of such
     Defaulted Interest, which shall be fixed in the following manner.  The
     Company shall notify the Trustee and the Paying Agent in writing of the
     amount of Defaulted Interest proposed to be paid on each Security and the
     date of the proposed payment, and at the same time the Company shall
     deposit with the Paying Agent an amount of Cash equal to the aggregate
     amount proposed to be paid in respect of such Defaulted Interest or shall
     make arrangements satisfactory to the Paying Agent for such deposit prior
     to the date of the proposed payment, such Cash when deposited to be held in
     trust for the benefit of the persons entitled to such Defaulted Interest as
     provided in this clause (1).  Thereupon the Paying Agent shall fix a
     Special Record Date for the payment of such Defaulted Interest which shall
     be not more than 15 days and not less than 10 days prior to the date of the
     proposed payment and not less than 10 days after the receipt by the Paying
     Agent of the notice of the proposed payment.  The Paying Agent shall
     promptly notify the Company and the Trustee of such Special Record Date
     and, in the name and at the expense of the Company, shall cause notice of
     the proposed payment of such Defaulted Interest and the Special Record Date
     therefor to be mailed, first-class postage prepaid, to each Holder at his
     address as it appears in the Security register not less than 10 days prior
     to such Special Record Date.  Notice of the proposed payment of such
     Defaulted Interest and the Special Record Date therefor having been mailed
     as aforesaid, such Defaulted Interest shall be paid to the persons in whose
     names the Securities (or their respective predecessor Securities) are
     registered on such Special Record Date and shall no longer be payable
     pursuant to the following clause (2).

                    (2)  The Company may make payment of any Defaulted Interest
     in any other lawful manner not inconsistent with the requirements of any
     securities exchange on which the Securities may be listed, and upon such
     notice as may be required by such exchange, if,


                                     41






     after notice given by the Company to the Trustee and the Paying Agent of 
     the proposed payment pursuant to this clause, such manner shall be deemed 
     practicable by the Trustee and the Paying Agent.

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

          SECTION 2.13.  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 sredemption as a convenience to Holders; PROVIDED that any such 
notice may state that no representation is made as to the correctness of such 
numbers either as printed on the Securities or as contained in any notice of 
a redemption and that reliance may be placed only on the other identification 
numbers printed on the Securities, and any such redemption shall not be 
affected by any defect in or omission of such numbers.  The Company will 
promptly notify the Trustee of any change in the CUSIP numbers.

                                   ARTICLE III

                                   REDEMPTION

          SECTION 3.1.  RIGHT OF REDEMPTION.

          Redemption of Securities, as permitted by the provisions of this 
Indenture, shall be made in accordance with such provisions and this Article 
III.  The Company will not have the right to redeem any Securities prior to 
_____, 2001.  On or after _____, 2001, the Company will have the right to 
redeem all or any part of the Securities pursuant to Paragraph 5 thereof, in 
each case (subject to the right of Holders of record on a Record Date to 
receive interest due on an Interest Payment Date that is on or prior to such 
Redemption Date, and subject to the provisions set forth in Section 3.5), 
including accrued and unpaid interest to the Redemption Date.


                                     42





          SECTION 3.2.  NOTICES TO TRUSTEE AND PAYING AGENT.

          If the Company elects to redeem Securities pursuant to Paragraph 5 
of the Securities, it shall notify the Trustee and the Paying Agent in 
writing of the Redemption Date and the principal amount of Securities to be 
redeemed and whether it wants the Paying Agent to give notice of redemption 
to the Holders.

          If the Company elects to reduce the principal amount of Securities 
to be redeemed pursuant to Paragraph 5 of the Securities by crediting against 
any such redemption Securities it has not previously delivered to the Trustee 
and the Paying Agent for cancellation, it shall so notify the Trustee, in the 
form of an Officer's Certificate, and the Paying Agent of the amount of the 
reduction and deliver such Securities with such notice.

          The Company shall give each notice to the Trustee and the Paying 
Agent provided for in this Section 3.2 at least 45 days before the Redemption 
Date (unless a shorter notice shall be satisfactory to the Trustee and the 
Paying Agent).  Any such notice may be cancelled at any time prior to notice 
of such redemption being mailed to any Holder and shall thereby be void and 
of no effect.

          SECTION 3.3.  SELECTION OF SECURITIES TO BE REDEEMED.

          If less than all of the Securities are to be redeemed pursuant to 
Paragraph 5 thereof, the Trustee shall select the Securities to be redeemed 
by lot or by such other method as the Trustee shall determine to be 
appropriate and fair.

          The Trustee shall make the selection from the Securities 
outstanding and not previously called for redemption and shall promptly 
notify the Company and the Paying Agent in writing of the Securities selected 
for redemption and, in the case of any Security selected for partial 
redemption, the principal amount thereof to be redeemed.  Securities in 
denominations of $1,000 may be redeemed only in whole.  The Trustee may 
select for redemption portions (equal to $1,000 or any integral multiple 
thereof) of the principal of Securities that have denominations larger than 
$1,000.  Provisions of this Indenture that apply to Securi-


                                     44





ties called for redemption also apply to portions of Securities called for 
redemption.

          SECTION 3.4.  NOTICE OF REDEMPTION.

          At least 30 days but not more than 60 days before a Redemption Date,
the Company shall mail a notice of redemption by first class mail, postage
prepaid, to the Trustee, the Paying Agent and each Holder whose Securities are
to be redeemed.  At the Company's request, the Paying Agent shall give the
notice of redemption in the Company's name and at the Company's expense.  Each
notice for redemption shall identify the Securities to be redeemed and shall
state:

                    (1)  the Redemption Date;

                    (2)  the Redemption Price, including the amount of accrued
     and unpaid interest to be paid upon such redemption;

                    (3)  the name, address and telephone number of the Paying
     Agent;

                    (4)  that Securities called for redemption must be
     surrendered to the Paying Agent at the address specified in such notice to
     collect the Redemption Price;

                    (5)  that, unless the Company defaults in its obligation to
     deposit with the Paying Agent Cash, or U.S. Government Obligations which
     through the scheduled payment of principal and interest in respect thereof
     in accordance with their terms will provide, not later than one day before
     the due date of any payment, Cash in an amount to fund the Redemption
     Price, in accordance with Section 3.6 hereof or such redemption payment is
     otherwise prohibited, interest on Securities called for redemption ceases
     to accrue on and after the Redemption Date and the only remaining right of
     the Holders of such Securities is to receive payment of the Redemption
     Price, including accrued and unpaid interest to the Redemption Date, upon
     surrender to the Paying Agent of the Securities called for redemption and
     to be redeemed;


                                     44





                    (6)  if any Security is being redeemed in part, the portion
     of the principal amount, equal to $1,000 or any integral multiple thereof,
     of such Security to be redeemed and that, after the Redemption Date, and
     upon surrender of such Security, a new Security or Securities in aggregate
     principal amount equal to the unredeemed portion thereof will be issued;

                    (7)  if less than all the Securities are to be redeemed, the
     identification of the particular Securities (or portion thereof) to be
     redeemed, as well as the aggregate principal amount of such Securities to
     be redeemed and the aggregate principal amount of Securities to be
     outstanding after such partial redemption;

                    (8)  the CUSIP number of the Securities to be redeemed; and

                    (9)  that the notice is being sent pursuant to this Section
     3.4 and pursuant to the optional redemption provisions of Paragraph 5 of
     the Securities.

          SECTION 3.5.  EFFECT OF NOTICE OF REDEMPTION.

          Once notice of redemption is mailed in accordance with Section 3.4, 
Securities called for redemption become due and payable on the Redemption 
Date and at the Redemption Price, including accrued and unpaid interest to 
the Redemption Date.  Upon surrender to the Paying Agent, such Securities 
called for redemption shall be paid at the Redemption Price, including 
interest, if any, accrued and unpaid to the Redemption Date; PROVIDED that if 
the Redemption Date is after a regular Record Date and on or prior to the 
Interest Payment Date to which such Record Date relates, the accrued interest 
shall be payable to the Holder of the redeemed Securities registered on the 
relevant Record Date; and PROVIDED, FURTHER, that if a Redemption Date is a 
non-Business Day, payment shall be made on the next succeeding Business Day 
and no interest shall accrue for the period from such Redemption Date to such 
succeeding Business Day.

          SECTION 3.6.  DEPOSIT OF REDEMPTION PRICE.

          On or prior to the Redemption Date, the Company shall deposit with 
the Paying Agent (other than the Company or an Affiliate of the Company) Cash 
or U.S. Government Obligations sufficient to pay the Redemption Price of, in-



                                     45





cluding accrued and unpaid interest on, all Securities to be redeemed on 
such Redemption Date (other than Securities or portions thereof called for 
redemption on that date that have been delivered by the Company to the 
Registrar for cancellation). The Paying Agent shall promptly return to the 
Company any Cash or U.S. Government Obligations so deposited which is not 
required for that purpose upon the written request of the Company.

          If the Company complies with the preceding paragraph and the other 
provisions of this Article III and payment of the Securities called for 
redemption is not otherwise prohibited, interest on the Securities to be 
redeemed will cease to accrue on the applicable Redemption Date, whether or 
not such Securities are presented for payment.  Notwithstanding anything 
herein to the contrary, if any Security surrendered for redemption in the 
manner provided in the Securities shall not be so paid upon surrender for 
redemption because of the failure of the Company to comply with the preceding 
paragraph, interest shall continue to accrue and be paid from the Redemption 
Date until such payment is made on the unpaid principal, and, to the extent 
lawful, on any interest not paid on such unpaid principal, in each case at 
the rate and in the manner provided in Section 4.1 hereof and the Security.

          SECTION 3.7.  SECURITIES REDEEMED IN PART.

          Upon surrender of a Security that is to be redeemed in part, the 
Company shall execute and the Trustee shall authenticate and deliver to the 
Holder, without service charge to the Holder, a new Security or Securities 
equal in principal amount to the unredeemed portion of the Security 
surrendered.

                                   ARTICLE IV

                                    COVENANTS

          SECTION 4.1.  PAYMENT OF SECURITIES.

          The Company shall pay the principal of and interest and premium, if 
applicable, on the Securities on the dates and in the manner provided herein 
and in the Securities.  An installment of principal of or interest and 
premium, if applicable, on the Securities shall be considered


                                     46





paid on the date it is due if the Trustee or Paying Agent (other than the 
Company, a Subsidiary of the Company or an Affiliate of the Company) holds 
for the benefit of the Holders, on or before 10:00 a.m. New York City time on 
that date, Cash deposited and designated for and sufficient to pay the 
installment.

          The Company shall pay interest on overdue principal and on overdue 
installments of interest at the rate specified in the Securities compounded 
semi-annually, to the extent lawful.

          SECTION 4.2.  MAINTENANCE OF OFFICE OR AGENCY.

          The Company shall maintain in the Borough of Manhattan, The City of 
New York, an office or agency where Securities may be presented or 
surrendered for payment, where Securities may be surrendered for registration 
of transfer or exchange and where notices and demands to or upon the Company 
in respect of the Securities and this Indenture may be served.  The Company 
shall give prompt written notice to the Trustee and the Paying Agent of the 
location, and any change in the location, of such office or agency.  If at 
any time the Company shall fail to maintain any such required office or 
agency or shall fail to furnish the Trustee and the Paying Agent with the 
address thereof, such presentations, surrenders, notices and demands may be 
made or served at the address of the Trustee set forth in Section 13.2.

          The Company may also from time to time designate one or more other 
offices or agencies where the Securities may be presented or surrendered for 
any or all such purposes and may from time to time rescind such designations; 
PROVIDED, HOWEVER, that no such designation or rescission shall in any manner 
relieve the Company of its obligation to maintain an office or agency in the 
Borough of Manhattan, The City of New York, for such purposes.  The Company 
shall give prompt written notice to the Trustee and the Paying Agent of any 
such designation or rescission and of any change in the location of any such 
other office or agency.  The Company hereby initially designates the 
principal corporate trust office of the Paying Agent as such office.


                                     47





          SECTION 4.3.  LIMITATION ON RESTRICTED PAYMENTS.

          On and after the Issue Date the Company shall not, and shall not 
permit any of its Subsidiaries to, directly or indirectly, make any 
Restricted Payment, if, after giving effect to such Restricted Payment on a 
PRO FORMA basis, (1) a Default or an Event of Default shall have occurred and 
be continuing, (2) the Company is not permitted to incur at least $1.00 of 
additional Indebtedness pursuant to the Leverage Ratio in Section 4.11, or 
(3) the aggregate amount of all Restricted Payments made by the Company and 
its Subsidiaries, including after giving effect to such proposed Restricted 
Payment, from and after the Issue Date, would exceed the sum of (a)(x) 100% 
of the aggregate Consolidated EBITDA of the Company and its Consolidated 
Subsidiaries for the period (taken as one accounting period), commencing on 
the first day of the first full fiscal quarter commencing after the Issue 
Date, to and including the last day of the fiscal quarter ended immediately 
prior to the date of each such calculation (or, in the event Consolidated 
EBITDA for such period is a deficit, then minus 100% of such deficit) less 
(y) 1.4 times Consolidated Fixed Charges for the same period plus (b) the 
aggregate Net Cash Proceeds received by the Company from the sale of its 
Qualified Capital Stock (other than (i) to a Subsidiary of the Company and 
(ii) to the extent applied in connection with a Qualified Exchange), after 
the Issue Date.

          The foregoing clauses (2) and (3) of the immediately preceding 
paragraph, however, will not prohibit (w) payments to the Parent Guarantor to 
reimburse the Parent Guarantor for reasonable and necessary corporate and 
administrative expenses, (x) Restricted Investments, PROVIDED, that, after 
giving PRO FORMA effect to such Restricted Investment, the aggregate amount 
of all such Restricted Investments made on or after the Issue Date that are 
outstanding (after giving effect to any such Restricted Investments that are 
returned to the Company or the Subsidiary Guarantor that made such prior 
Restricted Investment, without restriction, in cash on or prior to the date 
of any such calculation) at any time does not exceed $5.0 million, (y) a 
Qualified Exchange and (z) the payment of any dividend on Qualified Capital 
Stock within 60 days after the date of its declaration if such dividend could 
have been made on the date of such declaration in compliance with the 
foregoing provisions. The full amount of any Restricted Payment made pursuant 
to the foregoing clauses (x) and (z) of the immedi-


                                     48





ately preceding sentence, however, will be deducted in the calculation of the 
aggregate amount of Restricted Payments available to be made pursuant to 
clause (3) of the immediately preceding paragraph.

          SECTION 4.4.  CORPORATE EXISTENCE.

          Subject to Article V, the Company and the Guarantors shall do or 
cause to be done all things necessary to preserve and keep in full force and 
effect their respective corporate existence in accordance with the respective 
organizational documents of each of them (as the same may be amended from 
time to time) and the rights (charter and statutory) and corporate franchises 
of the Company and the Guarantors; PROVIDED, HOWEVER, nothing in this Section 
will prohibit the Company or any Guarantor from engaging in any transaction 
permitted under Section 12.4 or Section 12.5 hereof and PROVIDED FURTHER that 
neither the Company nor any Guarantor shall be required to preserve any right 
or franchise if (a) the Board of Directors of the Company shall determine 
that the preservation thereof is no longer desirable in the conduct of the 
business of such entity and (b) the loss thereof is not disadvantageous in 
any material respect to the Holders.

          SECTION 4.5.  PAYMENT OF TAXES AND OTHER CLAIMS.

          Except with respect to immaterial items, the Company and the 
Guarantors shall, and shall cause each of their Subsidiaries to, pay or 
discharge or cause to be paid or discharged, before the same shall become 
delinquent, (i) all taxes, assessments and governmental charges (including 
withholding taxes and any penalties, interest and additions to taxes) levied 
or imposed upon the Company and the Guarantors or any of their Subsidiaries 
or any of their respective properties and assets; and (ii) all lawful claims, 
whether for labor, materials, supplies, services or anything else, which have 
become due and payable and which by law have or may become a Lien upon the 
property and assets of the Company and the Guarantors or any of their 
Subsidiaries; PROVIDED, HOWEVER, that neither the Company nor any of the 
Guarantors shall be required to pay or discharge or cause to be paid or 
discharged any such tax, assessment, charge or claim whose amount, 
applicability or validity is being contested in good faith by appropriate 
proceedings and for which disputed amounts adequate reserves have been 
established in accordance with GAAP.


                                     49





          SECTION 4.6.  MAINTENANCE OF PROPERTIES AND INSURANCE.

          The Company and the Guarantors shall cause all material properties 
used or useful to the conduct of their business and the business of each of 
their Subsidiaries to be maintained and kept in good condition, repair and 
working order (reasonable wear and tear excepted) and supplied with all 
necessary equipment and shall cause to be made all necessary repairs, 
renewals, replacements, betterments and improvements thereof, all as in their 
reasonable judgment may be necessary, so that the business carried on in 
connection therewith may be properly conducted at all times; PROVIDED, 
HOWEVER, that nothing in this Section 4.6 shall prevent the Company or any 
Guarantor from discontinuing any operation or maintenance of any of such 
properties, or disposing of any of them, if such discontinuance or disposal 
is (a), in the judgment of the Board of Directors of the Company, desirable 
in the conduct of the business of such entity and (b) not disadvantageous in 
any material respect to the Holders.

          The Company and the Guarantors shall provide, or cause to be 
provided, for themselves and each of their Subsidiaries, insurance (including 
appropriate self-insurance) against loss or damage of the kinds that, in the 
reasonable, good faith opinion of the Company is adequate and appropriate for 
the conduct of the business of the Company, the Guarantors and such 
Subsidiaries.

          SECTION 4.7.  COMPLIANCE CERTIFICATE; NOTICE OF DEFAULT.

               (a)  The Company shall deliver to the Trustee within 120 days 
after the end of its fiscal year an Officers' Certificate, one of the signers 
of which shall be the principal executive officer, principal financial or 
principal accounting officer of the Company complying with Section 314(a)(4) 
of the TIA and stating that a review of its activities and the activities of 
its Subsidiaries, if any, during the preceding fiscal year has been made 
under the supervision of the signing Officers with a view to determining 
whether the Company has kept, observed, performed and fulfilled its 
obligations under this Indenture and further stating, as to each such Officer 
signing such certificate, whether or not the signer knows of any failure by 
the Company or any Guarantor to comply with any condi-


                                     50





tions or covenants in this Indenture and, if such signer does know of such a 
failure to comply, the certificate shall describe such failure with 
particularity.  The Officers' Certificate shall also notify the Trustee 
should the relevant fiscal year end on any date other than the current fiscal 
year end date.

               (b)  The Company shall, so long as any of the Securities are 
outstanding, deliver to the Trustee, promptly upon becoming aware of any 
Default or Event of Default, an Officers' Certificate specifying such Default 
or Event of Default and what action the Company is taking or proposes to take 
with respect thereto.  The Trustee shall not be deemed to have knowledge of 
any Default or any Event of Default unless one of its Trust Officers receives 
written notice thereof from the Company or any of the Holders.

          SECTION 4.8.  REPORTS.

          For so long as the Parent Guarantor or any successor thereto is 
subject to the reporting requirements of Section 13 or 15(d) of the Exchange 
Act and the Company is a wholly owned Subsidiary of the Parent Guarantor, the 
Company shall deliver to the Trustee, and to each Holder, the Parent 
Guarantor's annual and quarterly reports pursuant to  Section 13 or 15(d) of 
the Exchange Act, within 15 days after such reports have been filed with the 
Commission; PROVIDED, HOWEVER; in the event either (i) the Parent Guarantor 
or a successor as set forth above is no longer subject to the reporting 
requirements of Section 13 or 15(d) of the Exchange Act or (ii) the Company 
is no longer a wholly owned Subsidiary of the Parent Guarantor or a successor 
as set forth above, then whether or not the Company is subject to the 
reporting requirements of Section 13 or 15(d) of the Exchange Act, the 
Company shall deliver to the Trustee and, to each Holder, within 15 days 
after it is or would have been (if it were subject to such reporting 
obligations) required to file such with the Commission, annual and quarterly 
financial statements substantially equivalent to financial statements that 
would have been included in reports filed with the Commission, if the Company 
were subject to the requirements of Section 13 or 15(d) of the Exchange Act, 
including, with respect to annual information only, a report thereon by the 
Company's certified independent accountants as such would be required in such 
reports to the Commission, and, in each case, together with a management's 
discussion and analysis of financial condition and results


                                     51





of operations which would be so required and, to the extent permitted by the 
Exchange Act or the Commission (if it were subject to such reporting 
obligations), file with the Commission the annual, quarterly and other 
reports which it is or would have been required to file with the Commission. 

          SECTION 4.9.  LIMITATION ON STATUS AS INVESTMENT COMPANY.

          Neither the Company nor any Subsidiary shall become an "investment 
company" (as that term is defined in the Investment Company Act of 1940, as 
amended), or otherwise become subject to regulation under the Investment 
Company Act.

          SECTION 4.10.  LIMITATION ON TRANSACTIONS WITH AFFILIATES.

          After the Issue Date, the Company shall not, and shall not permit 
any of its Subsidiaries to, enter into any contract, agreement, arrangement 
or transaction with any Affiliate (an "Affiliate Transaction") or any series 
of related Affiliate Transactions (other than Exempted Affiliate 
Transactions) (i) unless it is determined that the terms of such Affiliate 
Transaction are fair and reasonable to the Company, and no less favorable to 
the Company than could have been obtained in an arm's length transaction with 
a non-Affiliate and, (ii) if involving consideration to either party in 
excess of $5.0 million, unless such Affiliate Transaction(s) is evidenced by 
(A) an Officers' Certificate addressed and delivered to the Trustee 
certifying that such Affiliate Transaction (or Transactions) has been 
approved by a majority of the members of the Board of Directors of the 
Company that are disinterested in such transaction or, (B) in the event there 
are no members of the Board of Directors of the Company who are disinterested 
in such transaction, then so long as the Company is a wholly owned Subsidiary 
of the Parent Guarantor, an Officers' Certificate addressed and delivered to 
the Trustee certifying that such Affiliate Transaction (or Transactions) have 
been approved by a majority of the members of the Board of Directors of the 
Parent Guarantor that are disinterested in such transaction and (iii) if 
involving consideration to either party in excess of $10.0 million, unless in 
addition the Company, prior to the consummation thereof, obtains a written 
favorable opinion as to the fairness of such transaction to the Company


                                     52





from a financial point of view from an independent investment banking firm of 
national reputation.

          SECTION 4.11.  LIMITATION ON INCURRENCE OF ADDITIONAL INDEBTEDNESS 
AND DISQUALIFIED CAPITAL STOCK.

          Except as set forth below, neither the Company nor any of the 
Company's Subsidiaries shall, directly or indirectly, issue, assume, 
guaranty, incur, become directly or indirectly liable with respect to 
(including as a result of an Acquisition), or otherwise become responsible 
for, contingently or otherwise (individually and collectively, to "incur" or, 
as appropriate, an "incurrence"), any Indebtedness or any Disqualified 
Capital Stock (including Acquired Indebtedness) other than Permitted 
Indebtedness.  Notwithstanding the foregoing limitations, the Company may 
incur Indebtedness and Disqualified Capital Stock in addition to Permitted 
Indebtedness:  if (i) no Default or Event of Default shall have occurred and 
be continuing at the time of, or would occur after giving effect on a PRO 
FORMA basis to, such incurrence of Indebtedness or Disqualified Capital Stock 
and (ii) on the date of such incurrence (the "Incurrence Date"), the Leverage 
Ratio of the Company for the Reference Period immediately preceding the 
Incurrence Date, after giving effect on a PRO FORMA basis to such incurrence 
of such Indebtedness or Disqualified Capital Stock and, to the extent set 
forth in the definition of Leverage Ratio, the use of proceeds thereof, would 
be less than 7.0 to 1.

          Indebtedness or Disqualified Capital Stock of any person which is 
outstanding at the time such person becomes a Subsidiary of the Company 
(including upon designation of any subsidiary or other person as a 
Subsidiary) or is merged with or into or consolidated with the Company or a 
Subsidiary of the Company shall be deemed to have been Incurred at the time 
such Person becomes such a Subsidiary of the Company or is merged with or 
into or consolidated with the Company or a Subsidiary of the Company, as 
applicable.

          SECTION 4.12.  LIMITATIONS ON DIVIDENDS AND OTHER PAYMENT 
RESTRICTIONS AFFECTING SUBSIDIARIES.

          Neither the Company nor any of its Subsidiaries shall permit any of 
their Subsidiaries to, create, assume or suffer to exist any consensual 
restriction on the ability of any Subsidiary of the Company to pay dividends 
or make other


                                     53





distributions to or on behalf of, or to pay any obligation to or on behalf 
of, or otherwise to transfer assets or property to or on behalf of, or make 
or pay loans or advances to or on behalf of, the Company or any Subsidiary of 
the Company, except (a) restrictions imposed by the Securities or the 
Indenture, (b) restrictions imposed by applicable law, (c) existing 
restrictions under Indebtedness outstanding on the Issue Date, (d) 
restrictions under any Acquired Indebtedness not incurred in violation of the 
Indenture or any agreement relating to any property, asset, or business 
acquired by the Company or any of its Subsidiaries, which restrictions in 
each case existed at the time of acquisition, were not put in place in 
connection with or in anticipation of such acquisition and are not applicable 
to any person, other than the person acquired, or to any property, asset or 
business, other than the property, assets and business so acquired, (e) any 
such restriction or requirement imposed by Indebtedness incurred under 
paragraph (f) under the definition of Permitted Indebtedness, provided such 
restriction or requirement is no more restrictive than that imposed by the 
Credit Facility as of the Issue Date, (f) restrictions with respect solely to 
a Subsidiary of the Company imposed pursuant to a binding agreement which has 
been entered into for the sale or disposition of all or substantially all of 
the Equity Interests or assets of such Subsidiary, provided such restrictions 
apply solely to the Equity Interests or assets of such Subsidiary which are 
being sold, and (g) in connection with and pursuant to permitted 
Refinancings, replacements of restrictions imposed pursuant to clauses (a), 
(c) or (d) of this paragraph that are not more restrictive than those being 
replaced and do not apply to any other person or assets than those that would 
have been covered by the restrictions in the Indebtedness so refinanced. 
Notwithstanding the foregoing, neither (a) customary provisions restricting 
subletting or assignment of any lease entered into in the ordinary course of 
business, consistent with industry practice, or other standard non-assignment 
clauses in contracts entered into in the ordinary course of business, (b) 
Capital Leases or agreements governing purchase money Indebtedness which 
contain restrictions of the type referred to above with respect to the 
property covered thereby, nor (c) Liens permitted under the terms hereof on 
assets securing Senior Debt incurred pursuant to the Leverage Ratio in 
Section 4.11 or permitted pursuant to the definition of Permitted 
Indebtedness, shall in and of themselves be considered a restriction on the 


                                     54





ability of the applicable Subsidiary to transfer such agreement or assets, as 
the case may be.

          SECTION 4.13.  LIMITATIONS ON LAYERING INDEBTEDNESS; LIENS.

          The Company and its Subsidiaries shall not, and shall not permit 
any of their Subsidiaries to, directly or indirectly, incur, or, other than 
with respect to the 10 1/8% Notes, suffer to exist (a) any Indebtedness that is 
subordinate in right of payment to any other Indebtedness of the Company or a 
Guarantor unless, by its terms, such Indebtedness (i) has a maturity date 
subsequent to the Stated Maturity of the Securities and an Average Life 
longer than that of the Securities and (ii) is subordinate in right of 
payment to, or ranks PARI PASSU with, the Securities or the Guarantees, as 
applicable, or (b) other than Permitted Liens, any Lien upon any of 
properties or assets, whether now owned or hereafter acquired, or upon any 
income or profits therefrom securing Indebtedness other than (1) Liens 
securing Senior Debt incurred pursuant to the Leverage Ratio in accordance 
with Section 4.11 and (2) Liens securing Senior Debt incurred as permitted 
pursuant to the definition of Permitted Indebtedness.

          SECTION 4.14.  LIMITATION ON SALE OF ASSETS AND SUBSIDIARY STOCK.

          The Company and its Subsidiaries shall not, and shall not permit 
any of their Subsidiaries to, in one or a series of related transactions, 
sell, transfer, or otherwise dispose of, any of its property, business or 
assets, including by merger or consolidation (in the case of a Guarantor or a 
Subsidiary of the Company), and including any sale or other transfer or 
issuance of any Equity Interests of any direct or indirect Subsidiary of the 
Company, whether by the Company or a direct or indirect Subsidiary thereof 
(an "Asset Sale"), unless (1) within 450 days after the date of such Asset 
Sale, the Net Cash Proceeds therefrom (the "Asset Sale Offer Amount") are (a) 
applied to the optional redemption of the Securities in accordance with the 
terms hereof and the Securities or to the repurchase of the Securities 
pursuant to an irrevocable, unconditional cash offer (the "Asset Sale Offer") 
to repurchase Securities at a purchase price (the "Asset Sale Offer Price") 
of 100% of principal amount, plus accrued interest to the date of payment, 
(b) invested in assets and property (other than notes, bonds,


                                     55





obligations and securities) which in the good faith reasonable judgment of 
the Board of the Company will immediately constitute or be a part of a 
Related Business of the Company or a Subsidiary (if it continues to be a 
Subsidiary) immediately following such transaction or (c) used to permanently 
retire or reduce Senior Debt or Indebtedness permitted pursuant to paragraphs 
(d), (e) or (f) under the definition of Permitted Indebtedness (including 
that in the case of a revolver or similar arrangement that makes credit 
available, such commitment is so permanently reduced by such amount), (2) 
with respect to any Asset Sale or related series of Asset Sales involving 
securities, property or assets with an aggregate fair market value in excess 
of $2.5 million, at least 75% of the consideration for such Asset Sale or 
series of related Asset Sales (excluding the amount of (A) any Indebtedness 
(other than the Securities) that is required to be repaid or assumed (and is 
either repaid or assumed by the transferee of the related assets) by virtue 
of such Asset Sale and which is secured by a Lien on the property or asset 
sold and (B) property received by the Company or any such Subsidiary from the 
transferee that within 90 days of such Asset Sale is converted into cash or 
Cash Equivalents) consists of cash or Cash Equivalents (other than in the 
case of an Asset Swap or where the Company is exchanging all or substantially 
all the assets of one or more Related Businesses operated by the Company or 
its Subsidiaries (including by way of the transfer of capital stock) for all 
or substantially all the assets (including by way of the transfer of capital 
stock) constituting one or more Related Businesses operated by another 
person, in which event the foregoing requirement with respect to the receipt 
of cash or Cash Equivalents shall not apply), (3) no Default or Event of 
Default shall have occurred and be continuing at the time of, or would occur 
after giving effect, on a PRO FORMA basis, to, such Asset Sale, and (4) the 
Board of the Company determines in good faith that the Company or such 
Subsidiary, as applicable, receives fair market value for such Asset Sale.

          Notwithstanding the foregoing provisions of the first paragraph of 
this covenant, with respect to an Asset Sale Offer, the Company shall not 
commence an Asset Sale Offer for the Securities until such time as a 
Citicasters Securities Asset Sale Offer for the Citicasters Securities and 
the 10 1/8% Notes in each case if required, has been completed.  To the extent 
that any Excess Proceeds remain after expiration of an Asset Sale Offer 
Period for the Citicasters


                                     56





Securities and the 10 1/8% Notes, the Company shall use the remaining Net 
Cash Proceeds, to the extent "Excess Proceeds" (as defined herein) exceeds 
$5,000,000, to commence an Asset Sale Offer for the Securities; PROVIDED, 
that the amount of Net Cash Proceeds used for such Asset Sale Offer for the 
Securities shall not exceed the Citicasters Asset Sale Repurchase Amount and 
with respect to the 10 1/8% Notes, the amount required under the covenant 
Limitation on Sale of Assets and Subsidiary Stock as set forth in the 
indenture governing the 10 1/8% Notes PROVIDED, HOWEVER, that with respect to 
the Citicasters Securities this paragraph shall be of no further force and 
effect upon a Citicasters Securities Event and with respect to the 10 1/8% 
Notes this paragraph shall be of no further force and effect upon the earlier 
of (w) the maturity of the 10 1/8% Notes, (x) the date upon which defeasance 
of the 10 1/8% Notes becomes effective, (y) the date on which there are no 
longer any 10 1/8% Notes outstanding in accordance with the terms of the 
indenture governing the 10 1/8% Notes and (z) the date on which the 
Limitation on Sale of Assets and Subsidiary Stock covenant no longer applies 
in accordance with the terms of the Indenture governing the 10 1/8% Notes.

          In addition, notwithstanding the foregoing provisions of the first 
paragraph of this covenant:

                    (i)  the Company and its Subsidiaries may convey, sell,
     lease, transfer, assign or otherwise dispose of assets pursuant to an in
     accordance with the provisions of Section 5.1;

                    (ii)  the Company and its Subsidiaries may sell or dispose
     of inventory or damaged, worn out or other obsolete property in the
     ordinary course of business so long as such property is no longer necessary
     for the proper conduct of the business of the Company or such Subsidiary,
     as applicable; and

                    (iii)  any of the Company's Subsidiaries may convey, sell,
     transfer, assign or otherwise dispose of assets to, or merge with or into,
     the Company or any of its Wholly owned Subsidiary Guarantors.

          The Company shall accumulate all Net Cash Proceeds (including any 
cash as and when received from the proceeds of any property which itself was 
acquired in consideration of an Asset Sale), and the aggregate amount of such 
accumu-


                                     57





lated Net Cash Proceeds not used for the purposes permitted and within the 
time provided by this Section 4.14 is referred to as the "Excess Proceeds."

          For purposes of this Section 4.14, "Excess Proceeds Date" means 
each date on which the Excess Proceeds exceeds $5,000,000.  Not later than 
ten Business Days after each Excess Proceeds Date, the Company will commence 
an Asset Sale Offer, to the Holders to purchase, on a PRO RATA basis, for 
Cash, Securities having a principal amount equal to the Excess Proceeds 
Amount at the Asset Sale Offer Price, equal to 100% of principal amount, plus 
accrued but unpaid interest to, and including, the date (the "Purchase 
Date"), the Securities tendered are purchased and paid for in accordance with 
this Section 4.14.  The Asset Sale Offer shall remain open for twenty 
Business Days, except to the extent that a longer period is required by 
applicable law, but in any case not more than sixty Business Days after such 
Excess Proceeds Date.  Notice of an Asset Sale Offer will be sent on or 
before the commencement of any Asset Sale Offer, by first-class mail, by the 
Company to each Holder at its registered address, with a copy to the Trustee. 
The notice to the Holders will contain all information, instructions and 
materials required by applicable law or otherwise material to such Holders' 
decision to tender Securities pursuant to the Asset Sale Offer.  The notice, 
which (to the extent consistent with this Indenture) shall govern the terms 
of the Asset Sale Offer, shall state:

                    (1)  that the Asset Sale Offer is being made pursuant
     to such notice and this Section 4.14;

                    (2)  the Asset Sale Offer Amount, the Asset Sale Offer
     Price (including the amount of accrued and unpaid interest), the Final
     Put Date (as defined below), and the Purchase Date, which Purchase
     Date shall be on or prior to 60 Business Days following the Excess
     Proceeds Date;

                    (3)  that any Security or portion thereof not tendered
     or accepted for payment will continue to accrue interest;

                    (4)  that, unless the Company defaults in depositing
     Cash with the Paying Agent in accordance with the immediately
     following para-


                                     58





     graph of this Section 4.14 or such payment is otherwise
     prevented, any Security, or portion thereof, accepted for payment
     pursuant to the Asset Sale Offer shall cease to accrue interest after
     the Purchase Date;

                    (5)  that Holders electing to have a Security, or
     portion thereof, purchased pursuant to an Asset Sale Offer will be
     required to surrender the Security, with the form entitled "Option of
     Holder to Elect Purchase" on the reverse of the Security completed, to
     the Paying Agent (which may not for purposes of this Section 4.14,
     notwithstanding anything in this Indenture to the contrary, be the
     Company or any Affiliate of the Company) at the address specified in
     the notice prior to the close of business on the earlier of (a) the
     third Business Day prior to the Purchase Date and (b) the third
     Business Day following the expiration of the Asset Sale Offer (such
     earlier date being the "Final Put Date");

                    (6)  that Holders will be entitled to withdraw their
     elections, in whole or in part, if the Paying Agent (which may not for
     purposes of this Section 4.14, notwithstanding any other provision of
     this Indenture, be the Company or any Affiliate of the Company)
     receives, up to the close of business on the Final Put Date, a
     facsimile transmission or letter setting forth the name of the Holder,
     the principal amount of the Securities the Holder is withdrawing and a
     statement that such Holder is withdrawing his election to have such
     principal amount of Securities purchased;

                    (7)  that if Securities in a principal amount in excess
     of the principal amount of Securities to be acquired pursuant to the
     Asset Sale Offer are tendered and not withdrawn, the Trustee shall
     select the Securities to be purchased on a PRO RATA basis (with such
     adjustments as may be deemed appropriate by the Company so that only
     Securities in denominations of $1,000 or integral multiples of $1,000
     shall be acquired);


                                     59





                    (8)  that Holders whose Securities were purchased only
     in part will be issued new Securities equal in principal amount to the
     unpurchased portion of the Securities surrendered; and

                    (9)  a brief description of the circumstances and
     relevant facts regarding such Asset Sales.

          On or before a Purchase Date, the Company shall, to the extent 
lawful, (i) accept for payment Securities or portions thereof properly 
tendered pursuant to the Asset Sale Offer on or before the Final Put Date (on 
a PRO RATA basis if required pursuant to paragraph (7) of this Section 4.14), 
(ii) deposit with the Paying Agent Cash sufficient to pay the Asset Sale 
Offer Price for all Securities or portions thereof so tendered and accepted 
and (iii) deliver to the Paying Agent Securities so accepted together with an 
Officers' Certificate stating the Securities or portions thereof being 
purchased by the Company.  The Paying Agent shall on each Purchase Date mail 
or deliver to Holders of Securities so accepted payment in an amount equal to 
the Asset Sale Offer Price for such Securities, and the Trustee shall 
promptly authenticate and mail or deliver to such Holders a new Security 
equal in principal amount to any unpurchased portion of the Security 
surrendered; PROVIDED that if the Purchase Date is after a regular Record 
Date and on or prior to the Interest Payment Date to which such Record Date 
relates, the accrued interest shall be payable to the Holder of the purchased 
Securities registered on the relevant Record Date.  Any Security not so 
accepted shall be promptly mailed or delivered by the Company to the Holder 
thereof.

          All Net Cash Proceeds from an Event of Loss shall be applied to the 
restoration, repair or replacement of the asset so affected or invested, used 
for prepayment of Senior Debt, or used to repurchase Securities, all within 
the period and as otherwise provided above in clauses 1(a), 1(b) or 1(c) of 
the first paragraph of this covenant.

          In addition to the foregoing, the Company will not, and will not 
permit any of its Subsidiaries to, directly or indirectly make any Asset Sale 
of any of the Equity Interests of any Subsidiary except pursuant to an Asset 
Sale of all the Equity Interests of such Subsidiary.


                                     60





          Any such Asset Sale Offer shall comply with all applicable laws, 
rules and regulations, including Regulation 14E of the Exchange Act and the 
rules and regulations thereunder and all other applicable Federal and State 
securities laws, if applicable, and any provisions of this Indenture that 
conflict with such laws shall be deemed to be superseded by the provisions of 
such laws.

          If the amount required to be paid by the Company in order to 
acquire all Securities duly tendered by Holders (and not withdrawn) pursuant 
to an Asset Sale Offer (the "Acceptance Amount"), made pursuant to the second 
paragraph of this Section 4.14 is less than the Asset Sale Offer Amount, the 
excess of the Asset Sale Offer Amount over the Acceptance Amount may be used 
by the Company for general corporate purposes without restriction, unless 
otherwise restricted by the other provisions of this Indenture.  Upon 
consummation of any Asset Sale Offer made in accordance with the terms of 
this Indenture, the Accumulated Amount will be reduced to zero irrespective 
of the amount of Securities tendered pursuant to the Asset Sale Offer.

          Notwithstanding the foregoing provisions of clause (1)(b) in the 
first paragraph of this Section 4.14, the Company may invest in a controlling 
interest in the Capital Stock of an entity engaged in a Related Business; 
PROVIDED, that concurrently with such an Investment, such entity becomes a 
Subsidiary Guarantor.

          SECTION 4.15.  LIMITATION ON ASSET SWAPS.

          Neither the Company nor any of its Subsidiaries shall, and shall 
not permit any of their Subsidiaries to, in one or a series of related 
transactions, directly or indirectly, engage in any Asset Swaps, unless:  (i) 
at the time of entering into the agreement to swap assets and immediately 
after giving effect to the proposed Asset Swap, no Default or Event of 
Default shall have occurred and be continuing or would occur as a consequence 
thereof; (ii) the Company would, after giving PRO FORMA effect to the 
proposed Asset Swap, have been permitted to incur at least $1.00 of 
additional Indebtedness pursuant to the Leverage Ratio; (iii) the respective 
fair market values of the assets being purchased and sold by the Company or 
any of its Subsidiaries (as determined in good faith by the management of the 
Company or, if such Asset Swap includes consideration in excess of $2.5 
million by the Board of Directors of the Company, as


                                     61





evidenced by a Board Resolution) are substantially the same at the time of 
entering into the agreement to swap assets; and (iv) at the time of the 
consummation of the proposed Asset Swap, the percentage of any decline in the 
fair market value (determined as aforesaid) of the asset or assets being 
acquired by the Company and its Subsidiaries shall not be significantly 
greater than the percentage of any decline in the fair market value 
(determined as aforesaid) of the assets being disposed of by the Company or 
its Subsidiaries, calculated from the time the agreement to swap assets was 
entered into.

          SECTION 4.16.  LIMITATION ON LINES OF BUSINESS.

          The Company and its Subsidiaries shall not, and shall not permit 
any of their Subsidiaries to, directly or indirectly, engage to any 
substantial extent in any line or lines of business activity other than that 
which, in the reasonable good faith judgment of the Board of Directors of the 
Company is a Related Business.

          SECTION 4.17.  RESTRICTION ON SALE AND ISSUANCE OF SUBSIDIARY STOCK.

          Neither the Company nor the Guarantors shall sell, or permit any of 
their Subsidiaries to issue or sell, any Equity Interests of any Subsidiary 
of the Company to any person other than the Company or a Wholly owned 
Subsidiary of the Company, except for Equity Interests with no preferences or 
special rights or privileges and with no redemption or prepayment provisions.

          SECTION 4.18.  WAIVER OF STAY, EXTENSION OR USURY LAWS.

          Each of the Company and the Guarantors covenants (to the extent 
that it may lawfully do so) that it will not at any time insist upon, plead, 
or in any manner whatsoever claim or take the benefit or advantage of, any 
stay or extension law or any usury law or other law which would prohibit or 
forgive the Company or any Guarantor from paying all or any portion of the 
principal of, premium of, or interest on the Securities as contemplated 
herein, wherever enacted, now or at any time hereafter in force, or which may 
affect the covenants or the performance of this Indenture; and (to the extent 
that it may lawfully do so) each of the Company and the Guarantors hereby 
expressly waives all bene-


                                     62





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

          SECTION 4.19.  DISSOLUTION OF EXCLUDED SUBSIDIARIES; RESTRICTION ON 
TRANSFER TO EXCLUDED SUBSIDIARIES.

          The Company and the Guarantors shall cause all Excluded 
Subsidiaries to be dissolved or merged with and into a Subsidiary Guarantor 
on or prior to the date three months from the date of this Indenture.  The 
Company and its Subsidiaries shall not, and shall not permit any of their 
subsidiaries to, transfer any assets or make any payments outside of the 
ordinary course to an Excluded Subsidiary.

                                    ARTICLE V

                              SUCCESSOR CORPORATION

          SECTION 5.1.  LIMITATION ON MERGER, SALE OR CONSOLIDATION.

               (a)  The Company will not, directly or indirectly, consolidate 
with or merge with or into another person or sell, lease, convey or transfer 
all or substantially all of its assets (computed on a consolidated basis), 
whether in a single transaction or a series of related transactions, to 
another person or group of affiliated persons or adopt a Plan of Liquidation, 
unless (i) either (a) the Company is the continuing entity or (b) the 
resulting, surviving or transferee entity or in the case of a Plan of 
Liquidation, the entity which receives the greatest value from such Plan of 
Liquidation is a corporation organized under the laws of the United States, 
any state thereof or the District of Columbia and expressly assumes by 
supplemental indenture all of the obligations of the Company in connection 
with the Securities and this Indenture; (ii) no Default or Event of Default 
shall exist or shall occur immediately after giving effect on a PRO FORMA 
basis to such transaction; and (iii) immediately after giving effect to such 
transaction on a PRO FORMA basis, the consolidated resulting, surviving or 
transferee entity or, in the case of a Plan of Liquidation, the entity which 
receives the greatest value from such Plan of Liquidation would immediately 
thereafter be permitted to incur at least $1.00 of addition-



                                     63





al Indebtedness pursuant to the Leverage Ratio set forth in Section 4.11.

               (b)  For purposes of clause (a), the sale, lease, conveyance,
assignment, transfer, or other disposition of all or substantially all of the
properties and assets of one or more Subsidiaries of the Company, which
properties and assets, if held by the Company instead of such Subsidiaries,
would constitute all or substantially all of the properties and assets of the
Company on a consolidated basis, shall be deemed to be the transfer of all or
substantially all of the properties and assets of the Company.

          SECTION 5.2.  SUCCESSOR CORPORATION SUBSTITUTED.

          Upon any consolidation or merger or any transfer of all or 
substantially all of the assets of the Company or consummation of a Plan of 
Liquidation in accordance with Section 5.1 hereof, the successor corporation 
formed by such consolidation or into which the Company is merged or to which 
such transfer is made or, in the case of a Plan of Liquidation, the entity 
which receives the greatest value from such Plan of Liquidation shall succeed 
to, and be substituted for, and may exercise every right and power of, the 
Company under this Indenture with the same effect as if such successor 
corporation had been named herein as the Company, and when a successor 
corporation duly assumes all of the obligations of the Company pursuant 
hereto and pursuant to the Securities, the Company shall be released from 
such obligations under the Securities and this Indenture except with respect 
to any obligations that arise from or are related to, such transaction.

                                   ARTICLE VI

                         EVENTS OF DEFAULT AND REMEDIES

          SECTION 6.1.  EVENTS OF DEFAULT.

          "Event of Default," wherever used herein, means any one of the 
following events (whatever the reason for such Event of Default and whether 
it shall be caused voluntarily or involuntarily or effected, without 
limitation, by operation of law or pursuant to any judgment, decree or


                                     64





order of any court or any order, rule or regulation of any administrative or 
governmental body):

               (1)  failure by the Company to pay any installment of interest
     upon the Securities as and when the same becomes due and payable, and the
     continuance of any such failure for a period of 30 days; 

               (2)  failure by the Company to pay all or any part of the
     principal of or premium, if any, on the Securities when and as the same
     becomes due and payable at maturity, upon redemption, by acceleration, or
     otherwise, including, without limitation, default in the payment of the
     Change of Control Purchase Price in accordance with Article XI or the Asset
     Sale Offer Price in accordance with Section 4.14, or otherwise;

               (3)  failure by the Company or any Guarantor to observe or
     perform any other covenant or agreement contained in the Securities or this
     Indenture and, subject to certain exceptions, the continuance of such
     failure for a period of 60 days after written notice is given to the
     Company by the Trustee or to the Company and the Trustee by the Holders of
     at least 25% in aggregate principal amount of the Securities outstanding,
     specifying such default or breach, requiring it to be remedied and stating
     that such notice is a "Notice of Default" hereunder;

               (4)  a decree, judgment, or order by a court of competent
     jurisdiction shall have been entered adjudicating the Company or any of its
     Significant Subsidiaries as bankrupt or insolvent, or approving as properly
     filed a petition seeking reorganization of the Company or any of its
     Significant Subsidiaries under any bankruptcy or similar law, and such
     decree or order shall have continued undischarged and unstayed for a period
     of 60 consecutive days; or a decree, judgment or order of a court of
     competent jurisdiction appointing a receiver, liquidator, trustee, or
     assignee in bankruptcy or insolvency for the Company, any of its
     Significant Subsidiaries, or any substantial part of the property of any
     such Person, or for the winding up or liquidation of the affairs of any
     such Person, shall have been entered, and such decree, judgment, or order
     shall have remained in force undischarged and unstayed for a period of 60
     days; 


                                     65





               (5)  a default in any issue of Indebtedness of the Company or 
     any of its Subsidiaries with an aggregate principal amount in excess of 
     $5.0 million, in either case (a) resulting from the failure to pay 
     principal at final maturity, or (b) as a result of which the maturity of 
     such Indebtedness has been accelerated prior to its stated maturity; 

               (6)  the Company or any of its Significant Subsidiaries shall
     institute proceedings to be adjudicated a voluntary bankrupt, or shall
     consent to the filing of a bankruptcy proceeding against it, or shall file
     a petition or answer or consent seeking reorganization under any 
     bankruptcy or similar law or similar statute, or shall consent to the 
     filing of any such petition, or shall consent to the appointment of a 
     Custodian, receiver, liquidator, trustee, or assignee in bankruptcy or 
     insolvency of it or any substantial part of its assets or property, or 
     shall make a general assignment for the benefit of creditors, or shall 
     admit in writing its inability to pay its debts generally as they become 
     due, fail generally to pay its debts as they become due, or take any 
     corporate action in furtherance of any of the foregoing; or

               (7)  final unsatisfied judgments not covered by insurance
     aggregating in excess of $5.0 million at any one time shall be rendered
     against the Company or any of its Subsidiaries and not stayed, bonded or
     discharged for a period (during which execution shall not be effectively
     stayed) of 60 days (or, in the case of any such final judgment which 
     provides for payment over time, which shall so remain unstayed, unbonded 
     or undischarged beyond any applicable payment date provided therein).

          SECTION 6.2.  ACCELERATION OF MATURITY DATE; RESCISSION AND 
ANNULMENT.

          If an Event of Default occurs and is continuing (other than an 
Event of Default specified in Section 6.1(4) or (6) relating to the Company 
or its Significant Subsidiaries) then in every such case, unless the 
principal of all of the Securities shall have already become due and payable, 
either the Trustee or the Holders of 25% in aggregate principal amount of the 
Securities outstanding, by a notice in writing to the Company (and to the 
Trustee if given by Hold-


                                      66




ers) (an "Acceleration Notice"), may declare all of the principal and accrued 
interest thereon to be due and payable immediately; provided, however, that 
if any Senior Debt is outstanding pursuant to the New Credit Facility upon a 
declaration of such acceleration, such principal and interest shall be due 
and payable upon the earlier of (x) the third Business Day after the sending 
to the Company and the Representative of such written notice, unless such 
Event of Default is cured or waived prior to such date and (y) the date of 
acceleration of any Senior Debt under the New Credit Facility.  In the event 
a declaration of acceleration resulting from an Event of Default described in 
Section 6.1(5) above has occurred and is continuing, such declaration of 
acceleration shall be automatically annulled if such default is cured or 
waived or the holders of the Indebtedness which is the subject of such 
default have rescinded their declaration of acceleration in respect of such 
Indebtedness within five days thereof and the Trustee has received written 
notice or such cure, wavier or rescission and no other Event of Default 
described in Section 6.1(5) above has occurred that has not been cured or 
waived within five days of the declaration of such acceleration in respect of 
such Indebtedness.  If an Event of Default specified in Section 6.1(4) or (6) 
above, relating to the Company or any Significant Subsidiary occurs, all 
principal and accrued interest thereon will be immediately due and payable on 
all outstanding Securities without any declaration or other act on the part 
of Trustee or the Holders.

          At any time after such a declaration of acceleration being made and 
before a judgment or decree for payment of the money due has been obtained by 
the Trustee as hereinafter provided in this Article VI, the Holders of not 
less than a majority in aggregate principal amount of then outstanding 
Securities, by written notice to the Company and the Trustee, may rescind, on 
behalf of all Holders, any such declaration of acceleration if: 

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

                              (A)  all overdue interest on all
          Securities,

                              (B)  the principal of (and premium, if
          any, applicable to) any Securities which would become due


                                     67




          other than by reason of such declaration of acceleration,
          and interest thereon at the rate borne by the Securities,

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

                              (D)  all sums paid or advanced by the
          Trustee hereunder and the compensation, expenses,
          disbursements and advances of the Trustee and its agents and
          counsel, and any other amounts due the Trustee under Section
          7.7, and

               (2)  all Events of Default, other than the non-payment of the
     principal of, premium, if any, and interest on Securities which have 
     become due solely by such declaration of acceleration, have been cured or
     waived as provided in Section 6.12, including, if applicable, any Event 
     of Default relating to the covenants contained in Section 11.1.

Notwithstanding the previous sentence of this Section 6.2, no waiver shall be 
effective against any Holder for any Event of Default or event which with 
notice or lapse of time or both would be an Event of Default with respect to 
(i) any covenant or provision which cannot be modified or amended without the 
consent of the Holder of each outstanding Security affected thereby, unless 
all such affected Holders agree, in writing, to waive such Event of Default 
or other event and (ii) any provision requiring supermajority approval to 
amend, unless such default has been waived by such a supermajority.  No such 
waiver shall cure or waive any subsequent default or impair any right 
consequent thereon.

          SECTION 6.3.  COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE.

          The Company covenants that if an Event of Default in payment of 
principal, premium, or interest specified in clause (1) or (2) of Section 6.1 
occurs and is continuing, the Company shall, upon demand of the Trustee, pay 
to it, for the benefit of the Holders of such Securities, the whole amount 
then due and payable on such Securities for princi-


                                     68




pal, premium (if any) and interest, and, to the extent that payment of such 
interest shall be legally enforceable, interest on any overdue principal (and 
premium, if any) and on any overdue interest, at the rate borne by the 
Securities, and, in addition thereto, such further amount as shall be 
sufficient to cover the costs and expenses of collection, including 
compensation to, and expenses, disbursements and advances of the Trustee and 
its agents and counsel and all other amounts due the Trustee under Section 
7.7.

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

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

          SECTION 6.4.  TRUSTEE MAY FILE PROOFS OF CLAIM.

          In case of the pendency of any receivership, insolvency, 
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition 
or other judicial proceeding relative to the Company or any other obligor 
upon the Securities or the property of the Company or of such other obligor 
or their creditors, the Trustee (irrespective of whether the principal of the 
Securities shall then be due and payable as therein expressed or by 
declaration or otherwise and irrespective of whether the Trustee shall have 
made any demand on the Company for the payment of overdue principal and 
premium, if any, or interest) shall be entitled and empowered, by 
intervention in such proceeding or otherwise to take any and all actions 
under the TIA, including


                                     69




                    (1)  to file and prove a claim for the whole amount of
     principal (and premium, if any) and interest owing and unpaid in
     respect of the Securities and to file such other papers or documents
     as may be necessary or advisable in order to have the claims of the
     Trustee (including any claim for the reasonable compensation,
     expenses, disbursements and advances of the Trustee and its agent and
     counsel and all other amounts due the Trustee under Section 7.7) and
     of the Holders allowed in such judicial proceeding, and

                    (2)  to collect and receive any moneys or other
     property payable or deliverable on any such claims and to distribute
     the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or 
other similar official in any such judicial proceeding is hereby authorized 
by each Holder to make such payments to the Trustee and, in the event that 
the Trustee shall consent to the making of such payments directly to the 
Holders, to pay to the Trustee any amount due it for the reasonable 
compensation, expenses, disbursements and advances of the Trustee and its 
agents and counsel, and any other amounts due the Trustee under Section 7.7.

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

          SECTION 6.5.  TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
SECURITIES.

          All rights of action and claims under this Indenture or the 
Securities may be prosecuted and enforced by the Trustee without the 
possession of any of the Securities or the production thereof in any 
proceeding relating thereto, and any such proceeding instituted by the 
Trustee shall be brought in its own name as trustee of an express trust in 
favor of the Holders, and any recovery of judgment shall, after provision for 
the payment of compensation to, and expenses, disbursements and advances of 
the Trustee, its agents and counsel and all other amounts due the Trustee 


                                     70




under Section 7.7, be for the ratable benefit of the Holders of the 
Securities in respect of which such judgment has been recovered.

          SECTION 6.6.  PRIORITIES.

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

          FIRST:  To the Trustee in payment of all amounts due pursuant to 
Section 7.7;

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

          THIRD:  To the Company or such other Person as may be lawfully 
entitled thereto, the remainder, if any.

          The Trustee may, but shall not be obligated to, fix a record date 
and payment date for any payment to the Holders under this Section 6.6.

          SECTION 6.7.  LIMITATION ON SUITS.

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

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

                    (B)  the Holders of not less than 25% in aggregate 
     principal amount of then outstanding Securities shall have made written 
     request to the Trustee to


                                     71





     institute proceedings in respect of such Event of Default in
     its own name as Trustee hereunder;

                    (C)  such Holder or Holders have offered to the Trustee
     reasonable security or indemnity against the costs, expenses and
     liabilities to be incurred or reasonably probable to be incurred in
     compliance with such request;

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

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

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

          SECTION 6.8.  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
PREMIUM AND INTEREST.

          Notwithstanding any other provision of this Indenture, the Holder 
of any Security shall have the right, which is absolute and unconditional, to 
receive payment of the principal of, and premium (if any) and interest on, 
such Security on the Maturity Dates of such payments as expressed in such 
Security (in the case of redemption, the Redemption Price on the applicable 
Redemption Date, in the case of the Change of Control Payment, on the 
applicable Change of Control Payment Date, and in the case of the Asset Sale 
Offer Price, on the Purchase Date) and to institute suit for the enforcement 
of any such payment after such respective dates, and such rights shall not be 
impaired without the consent of such Holder.


                                     72





          SECTION 6.9.  RIGHTS AND REMEDIES CUMULATIVE.

          Except as otherwise provided with respect to the replacement or 
payment of mutilated, destroyed, lost or stolen Securities in Section 2.7, no 
right or remedy herein conferred upon or reserved to the Trustee or to the 
Holders is intended to be exclusive of any other right or remedy, and every 
right and remedy shall, to the extent permitted by law, be cumulative and in 
addition to every other right and remedy given hereunder or now or hereafter 
existing at law or in equity or otherwise.  The assertion or employment of 
any right or remedy hereunder, or otherwise, shall not prevent the concurrent 
assertion or employment of any other appropriate right or remedy.

          SECTION 6.10.  DELAY OR OMISSION NOT WAIVER.

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

          SECTION 6.11.  CONTROL BY HOLDERS.

          The Holder or Holders of a majority in aggregate principal amount 
of then outstanding Securities shall have the right to direct the time, 
method and place of conducting any proceeding for any remedy available to the 
Trustee or exercising any trust or power conferred upon the Trustee, 
PROVIDED, that

               (1)  such direction shall not be in conflict with any rule of 
     law or with this Indenture or involve the Trustee in personal liability,

               (2)  the Trustee shall not determine that the action so directed
     would be unjustly prejudicial to the Holders not taking part in such
     direction, and

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


                                     73





          SECTION 6.12.  WAIVER OF PAST DEFAULT.

          Subject to Section 6.8, and prior to the declaration of 
acceleration of the maturity of the Securities, the Holder or Holders of not 
less than a majority in aggregate principal amount of the outstanding 
Securities may, on behalf of all Holders,  waive any past default hereunder 
and its consequences, except a default

                    (A)  in the payment of the principal of, premium, if any, 
     or interest on, any Security as specified in clauses (1) and (2) of 
     Section 6.1 and not yet cured, 

                    (B)  in respect of a covenant or provision hereof which,
     under Article IX, cannot be modified or amended without the consent of the
     Holder of each outstanding Security affected, or

                    (C)  in respect of any provision hereof which, under 
     Article IX, cannot be modified, amended or waived without the consent of 
     the Holders of a supermajority of the aggregate principal amount of the
     Securities at the time outstanding; PROVIDED, that any such waiver may be
     effected with the consent of the Holders of a supermajority of the
     aggregate principal amount of the Securities then outstanding.

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

          SECTION 6.13.  UNDERTAKING FOR COSTS.

          All parties to this Indenture agree, and each Holder of any 
Security by his acceptance thereof shall be deemed to have agreed, that in 
any suit for the enforcement of any right or remedy under this Indenture, or 
in any suit against the Trustee for any action taken, suffered or omitted to 
be taken by it as Trustee, any court may in its discretion require the filing 
by any party litigant in such suit of an undertaking to pay the costs of such 
suit, and that such court may in its discretion assess reasonable costs, 
including reasonable attorneys' fees and expenses,


                                     74





against any party litigant in such suit, having due regard to the merits and 
good faith of the claims or defenses made by such party litigant; but the 
provisions of this Section 6.13 shall not apply to any suit instituted by the 
Company, to any suit instituted by the Trustee, to any suit instituted by any 
Holder, or group of Holders, holding in the aggregate more than 10% in 
aggregate principal amount of the outstanding Securities, or to any suit 
instituted by any Holder for enforcement of the payment of principal of, or 
premium (if any) or interest on, any Security on or after the respective 
Maturity Date expressed in such Security (including, in the case of 
redemption, on or after the Redemption Date).

          SECTION 6.14.  RESTORATION OF RIGHTS AND REMEDIES.

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

                                   ARTICLE VII

                                     TRUSTEE

          The Trustee hereby accepts the trust imposed upon it by this 
Indenture and covenants and agrees to perform the same, as herein expressed, 
subject to the terms hereof.

          SECTION 7.1.  DUTIES OF TRUSTEE.

               (a)  If an Event of Default has occurred and is continuing, 
the Trustee shall exercise such of the rights and powers vested in it 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 his own affairs.


                                     75





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

               (1)  The Trustee need perform only those duties as are
     specifically set forth in this Indenture and no others, and no covenants 
     or obligations shall be implied in or read into this Indenture which are
     adverse to the Trustee, and

               (2)  In the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness 
     of the opinions expressed therein, upon certificates or opinions furnished
     to the Trustee and conforming to the requirements of this Indenture.  
     However, in the case of any such certificates or opinions which by any 
     provision hereof are specifically required to be furnished to the Trustee,
     the Trustee shall examine the certificates and opinions to determine 
     whether or not they conform to the requirements of this Indenture.

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

               (1)  This paragraph does not limit the effect of paragraph (b) 
     of this Section 7.1,

               (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 6.11.

               (d)  No provision of this Indenture shall require the Trustee 
to expend or risk its own funds or otherwise incur any financial liability in 
the performance of any of its duties hereunder or to take or omit to take any 
action under this Indenture or at the request, order or direction of the 
Holders or in the exercise of any of its rights or powers if it shall have 
reasonable grounds for believing that repayment of such funds or adequate 
indemnity


                                     76





against such risk or liability is not reasonably assured to it.

               (e)  Every provision of this Indenture that in any way relates 
to the Trustee is subject to paragraphs (a), (b), (c), (d) and (f) of this 
Section 7.1.

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

          SECTION 7.2.  RIGHTS OF TRUSTEE.

          Subject to Section 7.1:

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

               (b)  Before the Trustee acts or refrains from acting, it may 
consult with counsel and may require an Officers' Certificate or an Opinion 
of Counsel, which shall conform to Sections 13.4 and 13.5.  The Trustee shall 
not be liable for any action it takes or omits to take in good faith in 
reliance on such certificate or advice of counsel.

               (c)  The Trustee may act through its attorneys and 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 conferred upon it by this Indenture, nor for any action 
permitted to be taken or omitted hereunder by any Agent.

               (e)  The Trustee shall not be bound to make any investigation 
into the facts or matters stated in any resolution, certificate, statement, 
instrument, opinion, notice, request, direction, consent, order, bond, 
debenture, or other paper or document, but the Trustee, in its discretion, 
may make such further inquiry or investigation into such facts or matters as 
it may see fit.


                                     77





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

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

               (h)  The Trustee shall have no duty to inquire as to the 
performance of the Company's or any Guarantor's covenants in Article IV 
hereof or as to the performance by any Agent of its duties hereunder.  In 
addition, the Trustee shall not be deemed to have knowledge of any Default or 
Event of Default except any Default or Event of Default of which the Trustee 
shall have received written notification or with respect to which a Trustee 
Officer shall have actual knowledge.

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

          SECTION 7.3.  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, any 
Guarantor, any of their Subsidiaries, or their respective Affiliates with the 
same rights it would have if it were not Trustee.  Any Agent may do the same 
with like rights.  However, the Trustee must comply with Sections 7.10 and 
7.11.

          SECTION 7.4.  TRUSTEE'S DISCLAIMER.

          The Trustee makes no representation as to the validity or adequacy 
of this Indenture or the Securities and it shall not be accountable for the 
Company's use of the


                                     78





proceeds from the Securities, and it shall not be responsible for any 
statement in the Securities, other than the Trustee's certificate of 
authentication (if executed by the Trustee), or the use or application of any 
funds received by a Paying Agent other than the Trustee.

          SECTION 7.5.  NOTICE OF DEFAULT.

          If a Default or an Event of Default occurs and is continuing and if 
it is known to the Trustee, the Trustee shall mail to each Securityholder 
notice of the uncured Default or Event of Default within 90 days after such 
Default or Event of Default occurs.  Except in the case of a Default or an 
Event of Default in payment of principal (or premium, if any) of, or interest 
on, any Security (including the payment of the Change of Control Purchase 
Price on the Change of Control Payment Date, the payment of the Redemption 
Price on the Redemption Date and the payment of the Offer Price on the 
Purchase Date), the Trustee may withhold the notice if and so long as a Trust 
Officer in good faith determines that withholding the notice is in the 
interest of the Securityholders.

          SECTION 7.6.  REPORTS BY TRUSTEE TO HOLDERS.

          Within 60 days after each May 15 beginning with the May 15, 1997 
following the date of this Indenture, the Trustee shall, if required by law, 
mail to each Securityholder a brief report dated as of such May 15 that 
complies with TIA Section 313(a).  The Trustee also shall comply with TIA 
Sections 313(b) and 313(c).

          The Company shall promptly notify the Trustee in writing if the 
Securities become listed on any stock exchange or automatic quotation system.

          A copy of each report at the time of its mailing to Securityholders 
shall be mailed to the Company and filed with the SEC and each stock 
exchange, if any, on which the Securities are listed.

          SECTION 7.7.  COMPENSATION AND INDEMNITY.

          The Company and the Guarantors jointly and severally agree to pay 
to the Trustee from time to time reasonable compensation for its services.  
The Trustee's compensation shall not be limited by any law on compensation of 
a


                                     79





trustee of an express trust.  The Company and the Guarantors shall reimburse 
the Trustee upon request for all reasonable disbursements, expenses and 
advances incurred or made by it in accordance with this Indenture.  Such 
expenses shall include the reasonable compensation, disbursements and 
expenses of the Trustee's agents, accountants, experts and counsel.

          The Company and the Guarantors jointly and severally agree to 
indemnify the Trustee (in its capacity as Trustee) and each of its officers 
and each of them, directors, attorneys-in-fact and agents for, and hold it 
harmless against, any claim, demand, expense (including but not limited to 
reasonable compensation, disbursements and expenses of the Trustee's agents 
and counsel), loss or liability incurred by it without negligence or bad 
faith on the part of the Trustee, arising out of or in connection with the 
administration of this trust and its rights or duties hereunder including the 
reasonable costs and expenses of defending itself against any claim or 
liability in connection with the exercise or performance of any of its powers 
or duties hereunder.  The Trustee shall notify the Company promptly of any 
claim asserted against the Trustee for which it may seek indemnity.  The 
Company and the Guarantors shall defend the claim and the Trustee shall 
provide reasonable cooperation at the Company's and the Guarantors' expense 
in the defense.  The Trustee may have separate counsel and the Company and 
the Guarantors shall pay the reasonable fees and expenses of such counsel.  
The Company and the Guarantors need not pay for any settlement made without 
their written consent.  The Company and the Guarantors need not reimburse any 
expense or indemnify against any loss or liability to the extent incurred by 
the Trustee through its negligence, bad faith or willful misconduct.

          To secure the Company's and the Guarantors' payment obligations in 
this Section 7.7, the Trustee shall have a lien prior to the Securities on 
all assets held or collected by the Trustee, in its capacity as Trustee, 
except assets held in trust to pay principal and premium, if any, of or 
interest on particular Securities.

          When the Trustee incurs expenses or renders services after an Event 
of Default specified in Section 6.1(4) or (6) occurs, the expenses and the 
compensation for the services are intended to constitute expenses of 
administration under any Bankruptcy Law.


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          The Company's and the Guarantors' obligations under this Section 
7.7 and any lien arising hereunder shall survive the resignation or removal 
of the Trustee, the discharge of the Company's and the Guarantors' 
obligations pursuant to Article VIII of this Indenture and any rejection or 
termination of this Indenture under any Bankruptcy Law.

          SECTION 7.8.  REPLACEMENT OF TRUSTEE.

          The Trustee may resign by so notifying the Company in writing.  The 
Holder or Holders of a majority in aggregate principal amount of the 
outstanding Securities may remove the Trustee by so notifying the Company and 
the Trustee in writing and may appoint a successor trustee with the Company's 
consent.  The Company may remove the Trustee if:

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

               (b)  the Trustee is adjudged bankrupt or insolvent;

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

               (d)  the Trustee becomes incapable of acting.

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

          A successor Trustee shall deliver a written acceptance of its 
appointment to the retiring Trustee and to the Company.  Immediately after 
that and provided that all sums owing to the retiring Trustee provided for in 
Section 7.7 have been paid, the retiring Trustee shall transfer all property 
held by it as trustee to the successor Trustee, subject to the lien provided 
in Section 7.7, 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.  A successor Trustee shall 
mail notice of its succession to each Holder.


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          If a successor Trustee does not take office within 60 days after 
the retiring Trustee resigns or is removed, the retiring Trustee, the Company 
or the Holder or Holders of at least 10% in aggregate principal amount of the 
outstanding 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 replacement of the Trustee pursuant to this Section 
7.8, the Company and the Guarantors' obligations under Section 7.7 shall 
continue for the benefit of the retiring Trustee.

          SECTION 7.9.  SUCCESSOR TRUSTEE BY MERGER, ETC.

          If the Trustee consolidates with, merges or converts into, or 
transfers all or substantially all of its corporate trust business to, 
another corporation, the resulting, surviving or transferee corporation 
without any further act shall, if such resulting, surviving or transferee 
corporation is otherwise eligible hereunder, be the successor Trustee.

          SECTION 7.10.  ELIGIBILITY; DISQUALIFICATION.

          The Trustee shall at all times satisfy the requirements of TIA 
Section 310(a)(1), (2) and (5).  The Trustee shall have a combined capital 
and surplus of at least $25,000,000 as set forth in its most recent published 
annual report of condition.  The Trustee shall comply with TIA Section 310(b).

          SECTION 7.11.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE COMPANY.

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


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                                  ARTICLE VIII

               DISCHARGE; LEGAL DEFEASANCE AND COVENANT DEFEASANCE

          SECTION 8.1.  DISCHARGE; OPTION TO EFFECT LEGAL DEFEASANCE OR 
COVENANT DEFEASANCE.

          This Indenture shall cease to be of further effect (except that the 
Company's and the Guarantors' obligations under Section 7.7 and the Trustee's 
and the Paying Agent's obligations under Sections 8.6 and 8.7 shall survive) 
when all outstanding Securities theretofore authenticated and issued have 
been delivered (other than destroyed, lost or stolen Securities that have 
been replaced or paid) to the Trustee for cancellation and the Company or the 
Guarantors have paid all sums payable hereunder.  In addition, the Company 
may, at its option and at any time, elect to have Section 8.2 or may, at any 
time, elect to have Section 8.3 applied to all outstanding Securities upon 
compliance with the conditions set forth below in this Article VIII.

          SECTION 8.2.  LEGAL DEFEASANCE AND DISCHARGE.

          Upon the Company's exercise under Section 8.1 of the option 
applicable to this Section 8.2, the Company and the Guarantors shall be 
deemed to have been discharged from their respective obligations with respect 
to all outstanding Securities on the date the conditions set forth below are 
satisfied (hereinafter, "Legal Defeasance").  For this purpose, such Legal 
Defeasance means that the Company shall be deemed to have paid and discharged 
the entire Indebtedness represented by the outstanding Securities, which 
shall thereafter be deemed to be "outstanding" only for the purposes of 
Section 8.5 and the other Sections of this Indenture referred to in (a) and 
(b) below, and to have satisfied all its other obligations under such 
Securities and this Indenture (and the Trustee, on demand of and at the 
expense of the Company, shall execute proper instruments acknowledging the 
same), except for the following which shall survive until otherwise 
terminated or discharged hereunder:  (a) the rights of Holders of outstanding 
Securities to receive solely from the trust fund described in Section 8.4, 
and as more fully set forth in such section, payments in respect of the 
principal of, premium, if any, and interest on such Securities when such 
payments are due, (b) the Company's obligations with respect to such 
Securities under Sections 2.4, 2.6, 2.7, 2.10 and 4.2, (c) the rights, 
powers, trusts,


                                     83




duties and immunities of the Trustee hereunder and the Company's and the 
Guarantors' obligation in connection therewith and (d) this Article VIII.  
Upon Legal Defeasance as provided herein, the Guaranty of each Guarantor 
shall be fully released and discharged and the Trustee shall promptly execute 
and deliver to the Company any documents reasonably requested by the Company 
to evidence or effect the foregoing.  Subject to compliance with this Article 
VIII, the Company may exercise its option under this Section 8.2 
notwithstanding the prior exercise of its option under Section 8.3 with 
respect to the Securities.

          SECTION 8.3.  COVENANT DEFEASANCE.

          Upon the Company's exercise under Section 8.1 of the option 
applicable to this Section 8.3, the Company and the Guarantors shall be 
released from their respective obligations under the covenants contained in 
Sections 4.3, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 
4.16 and 4.17, Article V, Article XI and Article XII with respect to the 
outstanding Securities on and after the date the conditions set forth below 
are satisfied (hereinafter, "Covenant Defeasance"), and the Securities shall 
thereafter be deemed not "outstanding" for the purposes of any direction, 
waiver, consent or declaration or act of Holders (and the consequences of any 
thereof) in connection with such covenants, but shall continue to be deemed 
"outstanding" for all other purposes hereunder.  For this purpose, such 
Covenant Defeasance means that, with respect to the outstanding Securities, 
the Company need not comply with and shall have no liability in respect of 
any term, condition or limitation set forth in any such covenant, whether 
directly or indirectly, by reason of any reference elsewhere herein to any 
such covenant or by reason of any reference in any such covenant to any other 
provision herein or in any other document (and Section 6.1(3) shall not apply 
to any such covenant), but, except as specified above, the remainder of this 
Indenture and such Securities shall be unaffected thereby. In addition, upon 
the Company's exercise under Section 8.1 of the option applicable to this 
Section 8.3, Sections 6.1(3) through 6.1(7) shall not constitute Events of 
Default.  Upon Covenant Defeasance, as provided herein, the Guaranty of each 
Guarantor shall be fully released and discharged and the Trustee shall 
promptly execute and deliver to the Company any documents reasonably 
requested by the Company to evidence or effect the foregoing.


                                     84





          SECTION 8.4.  CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

          The following shall be the conditions to the application of either 
Section 8.2 or Section 8.3 to the outstanding Securities:

               (a)  The Company shall irrevocably have deposited or caused to 
be deposited with the Trustee (or another trustee satisfactory to the Trustee 
satisfying the requirements of Section 7.10 who shall agree to comply with 
the provisions of this Article VIII applicable to it) as trust funds in trust 
for the purpose of making the following payments, specifically pledged as 
security for, and dedicated solely to, the benefit of the Holders of such 
Securities, (a) Cash in an amount, or (b) U.S. Government Obligations which 
through the scheduled payment of principal and interest in respect thereof in 
accordance with their terms will provide, not later than one day before the 
due date of any payment, Cash in an amount, or (c) a combination thereof, in 
such amounts, as in each case will be sufficient, in the opinion of a 
nationally recognized firm of independent public accountants expressed in a 
written certification thereof delivered to the Trustee, to pay and discharge 
and which shall be applied by the Paying Agent (or other qualifying trustee) 
to pay and discharge the principal of, premium, if any, and interest on the 
outstanding Securities on the Stated Maturity or on the applicable Redemption 
Date, as the case may be, of such principal or installment of principal, 
premium, if any, or interest; PROVIDED that the Paying Agent shall have been 
irrevocably instructed to apply such Cash and the proceeds of such U.S. 
Government Obligations to said payments with respect to the Securities.  The 
Paying Agent shall promptly advise the Trustee in writing of any Cash or 
Securities deposited pursuant to this Section 8.4;

               (b)  In the case of an election under Section 8.2, the Company 
shall have delivered to the Trustee an Opinion of Counsel in the United 
States reasonably acceptable to the Trustee confirming that (i) the Company 
have 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 shall confirm that, the Holders of the 
outstanding Securities will not recognize income, gain or loss for Federal 
income tax purposes as a result of such


                                     85




Legal Defeasance and will be subject to Federal income tax on the same 
amounts, in the same manner and at the same times as would have been the case 
if such Legal Defeasance had not occurred;

               (c)  In the case of an election under Section 8.3, the Company 
shall have delivered to the Trustee an Opinion of Counsel in the United 
States to the effect that the Holders of the outstanding Securities will not 
recognize income, gain or loss for Federal income tax purposes as a result of 
such Covenant Defeasance and will be subject to Federal income tax in the 
same amount, in the same manner and at the same times as would have been the 
case if such Covenant Defeasance had not occurred;

               (d)  No Default or Event of Default with respect to the 
Securities shall have occurred and be continuing on the date of such deposit 
or, in so far as Section 6.1(4) or Section 6.1(6) is concerned, at any time 
in the period ending on the 91st day after the date of such deposit (it being 
understood that this condition is a condition subsequent which shall not be 
deemed satisfied until the expiration of such period, but in the case of 
Covenant Defeasance, the covenants which are defeased under Section 8.3 will 
cease to be in effect unless an Event of Default under Section 6.1(4) or 
Section 6.1(6) occurs during such period); 

               (e)  Such Legal Defeasance or Covenant Defeasance shall not 
result in a breach or violation of, or constitute a default under, this 
Indenture or any other material agreement or instrument to which the Company, 
the Guarantors, or any of their Subsidiaries is a party or by which any of 
them is bound;

               (f)  In the case of an election under either Section 8.2 or 
8.3, the Company shall have delivered to the Trustee an Officers' Certificate 
stating that the deposit made by the Company pursuant to its election under 
Section 8.2 or 8.3 was not made by the Company with the intent of preferring 
the Holders over other creditors of the Company or with the intent of 
defeating, hindering, delaying or defrauding creditors of the Company or 
others; 

               (g)  The Company shall have delivered to the Trustee an 
Officers' Certificate stating that the conditions precedent provided for have 
been complied with; and 


                                     86




               (h)  The Company shall have delivered to the Trustee an 
Opinion of Counsel stating that the conditions set out in Section 8.4(a) 
(with respect to the validity and perfection of the security interest), (b), 
(c) and (e) above.

               (i)  The Company or the Parent Guarantor shall have delivered 
to the Trustee any required consent of the lenders under the Credit Facility 
to such defeasance or covenant defeasance, as the case may be.

          SECTION 8.5.  DEPOSITED CASH AND U.S. GOVERNMENT OBLIGATIONS TO BE 
HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.

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

          SECTION 8.6.  REPAYMENT TO THE COMPANY.

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

          Any Cash and U.S. Government Obligations (including the proceeds 
thereof) deposited with the Trustee or any Paying Agent, or then held by the 
Company, in trust for the


                                     87




payment of the principal of, premium, if any, or interest on any Security and 
remaining unclaimed for two years after such principal, and premium, if any, 
or interest has become due and payable shall be paid to the Company on its 
request; and the Holder of such Security shall thereafter look only to the 
Company for payment thereof, and all liability of the Trustee or such Paying 
Agent with respect to such trust money shall thereupon cease; PROVIDED, 
HOWEVER, that the Trustee or such Paying Agent, before being required to make 
any such repayment, may at the expense of the Company cause to (i) be 
published once, in the NEW YORK TIMES and THE WALL STREET JOURNAL (national 
edition), or (ii) mail to each such Holder, notice that such money remains 
unclaimed and that, after a date specified therein, which shall not be less 
than 30 days from the date of such notification or publication, any unclaimed 
balance of such money then remaining will be repaid to the Company.

          SECTION 8.7.  REINSTATEMENT.

          If the Trustee or Paying Agent is unable to apply any Cash or U.S. 
Government Obligations in accordance with Section 8.2 or 8.3, as the case may 
be, by reason of any order or judgment of any court or governmental authority 
enjoining, restraining or otherwise prohibiting such application, then the 
Company's and the Guarantors' obligations under this Indenture and the 
Securities shall be revived and reinstated as though no deposit had occurred 
pursuant to Section 8.2 or 8.3 until such time as the Trustee or Paying Agent 
is permitted to apply such money in accordance with Section 8.2 and 8.3, as 
the case may be; PROVIDED, HOWEVER, that, if the Company makes any payment of 
principal of, premium, if any, or interest on any Security following 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 
Cash and U.S. Government Obligations held by the Trustee or Paying Agent.


                                     88




                                   ARTICLE IX

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

          SECTION 9.1.  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

          Without the consent of any Holder, the Company or any Guarantor, 
when authorized by Board Resolutions, and the Trustee, at any time and from 
time to time, may enter into one or more indentures supplemental hereto, in 
form satisfactory to the Trustee, for any of the following purposes:

               (1)  to cure any ambiguity, defect, or inconsistency, or make 
any other provisions with respect to matters or questions arising under this 
Indenture which shall not be inconsistent with the provisions of this 
Indenture, provided such action pursuant to this clause shall not adversely 
affect the interests of any Holder in any respect;
 
               (2)  to add to the covenants of the Company or the Guarantors 
for the benefit of the Holders, or to surrender any right or power herein 
conferred upon the Company or the Guarantors; 

               (3)  to provide for additional collateral for or additional 
Guarantors of the Securities;

               (4)  to evidence the succession of another Person to the 
Company, and the assumption by any such successor of the obligations of the 
Company, herein and in the Securities in accordance with Article V; 

               (5)  to comply with the TIA; 

               (6)  to evidence the succession of another corporation to any 
Guarantor and assumption by any such successor of the Guaranty of such 
Guarantor (as set forth in Section 12.4) in accordance with Article XIII; 

               (7)  to evidence the release of any Guarantor in accordance 
with Article XII; 

               (8)  to evidence and provide for the acceptance of appointment 
hereunder by a successor Trustee with respect to the Securities; or


                                     89





          SECTION 9.2.  AMENDMENTS, SUPPLEMENTAL INDENTURES AND WAIVERS WITH
CONSENT OF HOLDERS.

          Subject to Section 6.8, with the consent of the Holders of not less 
than a majority in aggregate principal amount of then outstanding Securities, 
by written act of said Holders delivered to the Company and the Trustee, the 
Company or any Guarantor, when authorized by Board Resolutions, and the 
Trustee may amend or supplement this Indenture or the Securities or enter 
into an indenture or indentures supplemental hereto for the purpose of adding 
any provisions to or changing in any manner or eliminating any of the 
provisions of this Indenture or the Securities or of modifying in any manner 
the rights of the Holders under this Indenture or the Securities.  Subject to 
Section 6.8, the Holder or Holders of not less than a majority in aggregate 
principal amount of then outstanding Securities may waive compliance by the 
Company or any Guarantor with any provision of this Indenture or the 
Securities.  Notwithstanding any of the above, however, no such amendment, 
supplemental indenture or waiver shall without the consent of the Holders of 
not less than 75% of the aggregate principal amounts of Securities at the 
time outstanding alter the terms or provisions of Section 11.1 or Section 
11.2 in a manner adverse to the Holders; and no such amendment, supplemental 
indenture or waiver shall, without the consent of the Holder of each 
outstanding Security affected thereby:

          (1)  change the Stated Maturity on any Security, or reduce the 
principal amount thereof or the rate (or extend the time for payment) of 
interest thereon or any premium payable upon the redemption thereof, or 
change the place of payment where, or the coin or currency in which, any 
Security or any premium or the interest thereon is payable, or impair the 
right to institute suit for the enforcement of any such payment on or after 
the Stated Maturity thereof (or in the case of redemption, on or after the 
Redemption Date), or reduce the Change of Control Purchase Price, the 
Citicasters Purchase Price or the Asset Sale Offer Price or alter the 
provisions (including the defined terms used herein) regarding the right of 
the Company to redeem the Securities in a manner adverse the Holders; or

          (2)  reduce the percentage in principal amount of the outstanding 
Securities, the consent of whose Holders is


                                     90





required for any such amendment, supplemental indenture or wavier provided 
for in this Indenture; or 

          (3)  modify any of the waiver provisions, except to increase any 
required percentage or to provide that certain other provision of this 
Indenture cannot be modified or waived without the consent of the Holder of 
each outstanding Note affected thereby.

          Notwithstanding any of the above, however, no such amendment, 
supplemental indenture or waiver shall without the consent of the 
Representative on behalf of the Required Lenders amend, waive or otherwise 
modify the terms or provisions of Article X in a manner adverse to the 
Lenders (as defined in the New Credit Facility).

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

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

          After an amendment, supplement or waiver under this Section 9.2 or 
Section 9.4 becomes effective, it shall bind each Holder.

          In connection with any amendment, supplement or waiver under this 
Article IX, the Company may, but shall not be obligated to, offer to any 
Holder who consents to such amendment, supplement or waiver, or to all 
Holders, consideration for such Holder's consent to such amendment, 
supplement or waiver.

          SECTION 9.3.  COMPLIANCE WITH TIA.

          Every amendment, waiver or supplement of this Indenture or the 
Securities shall comply with the TIA as then in effect.


                                     91





          SECTION 9.4.  REVOCATION AND EFFECT OF CONSENTS.

          Until an amendment, waiver or supplement becomes effective, a 
consent to it by a Holder is a continuing consent by the Holder and every 
subsequent Holder of a Security or portion of a Security that evidences the 
same debt as the consenting Holder's Security, even if notation of the 
consent is not made on any Security.  However, any such Holder or subsequent 
Holder may revoke the consent as to his Security or portion of his Security 
by written notice to the Company or the Person designated by the Company as 
the Person to whom consents should be sent if such revocation is received by 
the Company or such Person before the date on which the Trustee receives an 
Officers' Certificate certifying that the Holders of the requisite principal 
amount of Securities have consented (and not theretofore revoked such 
consent) to the amendment, supplement or waiver.

          The Company may, but shall not be obligated to, fix a record date 
for the purpose of determining the Holders entitled to consent to any 
amendment, supplement or waiver, which record date shall be the date so fixed 
by the Company notwithstanding the provisions of the TIA.  If a record date 
is fixed, then notwithstanding the last sentence of the immediately preceding 
paragraph, those Persons who were Holders at such record date, and only those 
Persons (or their duly designated proxies), shall be entitled to revoke any 
consent previously given, whether or not such Persons continue to be Holders 
after such record date.  No such consent shall be valid or effective for more 
than 90 days after such record date.

          After an amendment, supplement or waiver becomes effective, it 
shall bind every Securityholder, unless it makes a change described in any of 
clauses (1) through (3) of Section 9.2, in which case, the amendment, 
supplement or waiver shall bind only each Holder of a Security who has 
consented to it and every subsequent Holder of a Security or portion of a 
Security that evidences the same debt as the consenting Holder's Security; 
PROVIDED, that any such waiver shall not impair or affect the right of any 
Holder to receive payment of principal and premium of and interest on a 
Security, on or after the respective dates set for such amounts to become due 
and payable expressed in such Security, or to bring suit for the enforcement 
of any such payment on or after such respective dates.


                                     92





          SECTION 9.5.  NOTATION ON OR EXCHANGE OF SECURITIES.

          If an amendment, supplement or waiver changes the terms of a 
Security, the Trustee may require the Holder of the Security to deliver it to 
the Registrar or require the Holder to put an appropriate notation on the 
Security. The Trustee may place an appropriate notation on the Security about 
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.  Any failure to make the appropriate notation or to issue a 
new Security shall not affect the validity of such amendment, supplement or 
waiver.

          SECTION 9.6.  TRUSTEE TO SIGN AMENDMENTS, ETC.

          The Trustee shall execute any amendment, supplement or waiver 
authorized pursuant to this Article IX; PROVIDED, that the Trustee may, but 
shall not be obligated to, execute any such amendment, supplement or waiver 
which affects the Trustee's own rights, duties or immunities under this 
Indenture.  The Trustee shall be entitled to receive, and shall be fully 
protected in relying upon, an Opinion of Counsel stating that the execution 
of any amendment, supplement or waiver authorized pursuant to this Article IX 
is authorized or permitted by this Indenture.

                                    ARTICLE X
                                  SUBORDINATION

          SECTION 10.1.  SECURITIES SUBORDINATED TO SENIOR DEBT.

          The Company and the Guarantors and each Holder, by its acceptance 
of Securities, agree that (a) the payment of the principal of and interest on 
the Securities and (b) any other payment in respect of the Securities, 
including on account of the acquisition or redemption of the Securities by 
the Company or the Guarantors (including, without limitation, pursuant to 
Article III or Section 4.1, 4.14, 11.1, 11.2 or Article XII is expressly made 
and shall be subordinated in right of payment, to the extent and in the 
manner provided in this Article X, to the prior payment in full in Cash of 
all existing and future Senior Debt of the Company


                                     93





and the Guarantors and that these subordination provisions are for the 
benefit of the holders of Senior Debt.

          This Article X shall constitute a continuing offer to all Persons 
who, in reliance upon such provisions, become holders of, or continue to 
hold, Senior Debt, and such provisions are made for the benefit of the 
holders of Senior Debt, and such holders are made obligees hereunder and any 
one or more of them may enforce such provisions.

          SECTION 10.2.  NO PAYMENT ON SECURITIES IN CERTAIN CIRCUMSTANCES.

               (a)  No payment (including any payment which may be payable to 
any Holder by reason of the subordination of any other indebtedness or other 
obligations to, or guarantee of, the Securities) or distribution (by set-off 
or otherwise) shall be made by or on behalf of the Company or a Guarantor, as 
applicable, on account of the Securities, including the principal of, 
premium, if any, or interest on the Securities (including any repurchases of 
Securities) or any other amounts with respect thereto or on account of the 
redemption provisions of the Securities for cash or property (other than 
Junior Securities), (i) upon the maturity of any Senior Debt of the Company 
or such Guarantor by lapse of time, acceleration (unless waived) or 
otherwise, unless and until all principal of, premium, if any, and the 
interest on, and all other amounts with respect to, such Senior Debt shall 
first be paid in full in Cash or otherwise to the extent each of the holders 
of Senior Debt accept satisfaction of amounts due to such holder by 
settlement in other than Cash, or (ii) in the event of default in payment of 
any principal of, or premium, if any, or interest on, or any other amounts 
with respect to, Senior Debt of the Company or such Guarantor when the same 
becomes due and payable, whether at maturity or at a date fixed for 
prepayment or by declaration or otherwise (each of the foregoing, a "Payment 
Default") unless and until such Payment Default has been cured or waived or 
otherwise has ceased to exist.

               (b)  Upon (i) the happening of a default (other than a Payment 
Default) that permits the holders of Senior Debt (or a percentage thereof) to 
declare such Senior Debt to be due and payable and (ii) written notice of 
such default given to the Company and the Trustee by the Representative under 
the Credit Facility or by the holders of an aggregate of at least $25.0 
million principal amount out-


                                     94





standing of any other Senior Debt or their representative at such holders' 
direction (a "Payment Notice"), then, unless and until such default has been 
cured or waived or otherwise has ceased to exist, no payment (including any 
payment which may be payable to any Holder by reason of the subordination of 
any other indebtedness or other obligations to, or guarantee of, the 
Securities) or distribution (by set-off or otherwise) may be made by or on 
behalf of the Company or any Guarantor which is an obligor under such Senior 
Debt on account of the principal of, premium, if any, or interest on the 
Securities (including any repurchases of any of the Securities), or any other 
amount with respect thereto, or on account of the redemption provision of the 
Securities, in any such case, other than payments made with Junior 
Securities. Notwithstanding the foregoing, unless the Senior Debt in respect 
of which such default exists has been declared due and payable in its 
entirety within 179 days after the Payment Notice is delivered as set forth 
above (such period being hereinafter referred to as the "Payment Blockage 
Period") (and such declaration has not been rescinded or waived), at the end 
of the Payment Blockage Period (and assuming that no Payment Default Exists), 
unless Section 10.3 shall be applicable the Company and the Guarantors shall 
not be prohibited by the subordination provisions from paying all sums then 
due and not paid to the Holders of the Securities during the Payment Blockage 
Period due to the foregoing prohibitions and to resume all other payments as 
and when due on the Securities.  Any number of Payment Notices may be given; 
PROVIDED, HOWEVER; that (i) not more than one Payment Notice shall be given 
within a period of any 360 consecutive days, and (ii) no default that existed 
upon the date of delivery of such Payment Notice (whether or not such event 
of default is on the same issue of Senior Debt) shall be made the basis for 
the commencement of any other Payment Blockage Period.

               (c)  In furtherance of the provisions of Section 10.1, in the 
event that, notwithstanding the foregoing provisions of this Section 10.2, 
any payment or distribution of assets in respect of the Securities, including 
principal of or interest on the Securities or to defease or acquire any of 
the Securities (including repurchases of Securities pursuant to Section 4.14, 
11.1 or 11.2) for Cash, property or securities (excluding payments made with 
Junior Securities), or on account of the redemption provisions of the 
Securities, shall be made by the Company or any of the Guarantors and 
received by the Trustee, by any Holder or by any


                                     95





Paying Agent (or, if the Company is acting as the Paying Agent, money for any 
such payment shall be segregated and held in trust), at a time when such 
payment or distribution was prohibited by the provisions of this Section 
10.2, then, unless such payment or distribution is no longer prohibited by 
this Section 10.2, such payment or distribution (subject to the provisions of 
Section 10.7) shall be received and held in trust by the Trustee or such 
Holder or Paying Agent for the benefit of the holders of Senior Debt of the 
Company or such Guarantor, and shall be paid or delivered by the Trustee or 
such Holders or such Paying Agent, as the case may be, to the holders of 
Senior Debt of the Company or such Guarantor remaining unpaid or their 
representative or representatives, or to the trustee or trustees under any 
indenture pursuant to which any instruments evidencing such Senior Debt of 
the Company or such Guarantor may have been issued, ratably according to the 
aggregate amounts unpaid on account of such Senior Debt held or represented 
by each, for application to the payment of all Senior Debt in full in Cash or 
otherwise to the extent each of the holders of such Senior Debt accept 
satisfaction of amounts due by settlement in other than Cash after giving 
effect to all concurrent payments and distributions to or for the holders of 
such Senior Debt.

          SECTION 10.3.  SECURITIES SUBORDINATED TO PRIOR PAYMENT OF ALL SENIOR
DEBT ON DISSOLUTION, LIQUIDATION OR REORGANIZATION.

          Upon any distribution of assets of the Company or any Guarantor or 
upon any dissolution, winding up, total or partial liquidation or 
reorganization of the Company or any Guarantor, whether voluntary or 
involuntary, in bankruptcy, insolvency, receivership or a similar proceeding 
or upon assignment for the benefit of creditors or any marshalling of assets 
or liabilities:

               (a)  the holders of all Senior Debt of the Company or such 
Guarantor, as applicable, shall first be entitled to receive payments in full 
of all amounts of Senior Debt in Cash or otherwise to the extent each of such 
holders accepts satisfaction of amounts due by settlement in other than Cash 
or before the Holders are entitled to receive any payment (including any 
payment which may be payable to any Holder by reason of the subordination of 
any other indebtedness or other obligations to, or guarantee of, the 
Securities) or distribution on account of the principal


                                     96





of, premium, if any, and any interest on, or other amounts with respect to, 
the Securities (other than Junior Securities); 

               (b)  any payment or distribution of assets of the Company or 
such Guarantor of any kind or character from any source, whether in cash, 
property or securities (other than Junior Securities), to which the Holders 
or the Trustee on behalf of the Holders would be entitled (by set-off or 
otherwise) except for the provisions of this Article X, shall be paid by the 
liquidating Trustee or agent or other person making such a payment or 
distribution, directly to the holders of such Senior Debt or their 
representative to the extent necessary to make payment in full on all such 
Senior Debt remaining unpaid, after giving effect to all concurrent payments 
or distributions to the holders of such Senior Debt; and

               (c)  in the event that, notwithstanding the foregoing, any 
payment or distribution of assets of the Company or any Guarantor (other than 
the Junior Securities), shall be received by the Trustee or the Holders at a 
time when such payment or distribution shall be prohibited by the foregoing 
provisions, such payment or distribution shall be held in trust for the  
benefit of the holders of such Senior Debt, and shall be paid or delivered by 
the Trustee or such Holders, as the case may be, to the holders of such 
Senior Debt remaining unpaid or to their representative or representatives, 
or to the trustee or trustees under any indenture pursuant to which any 
instruments evidencing any of such Senior Debt held or represented by each, 
for application to the payment of all such Senior Debt may have been issued, 
ratably according to the aggregate principal amounts remaining unpaid on 
account of such Senior Debt remaining unpaid, to the extent necessary to pay 
all such Senior Debt in full in Cash or otherwise to the extent each of the 
holders of such Senior Debt accept satisfaction of amounts due by settlement 
in other than Cash after giving effect to any concurrent payment or 
distribution to the holders of such Senior Debt.  

          SECTION 10.4.  SECURITYHOLDERS TO BE SUBROGATED TO RIGHTS OF 
HOLDERS OF SENIOR DEBT.

          Subject to the payment in full in Cash of all Senior Debt of the 
Company or any Guarantor as provided herein, the Holders of Securities shall 
be subrogated to the


                                     97





rights of the holders of such Senior Debt to receive payments or 
distributions of assets of the Company applicable to the Senior Debt until 
all amounts owing on the Securities shall be paid in full, and for the 
purpose of such subrogation no such payments or distributions to the holders 
of such Senior Debt by or on behalf of the Company or any Guarantor, or by or 
on behalf of the Holders by virtue of this Article X, which otherwise would 
have been made to the Holders shall, as between the Company or any Guarantor 
and the Holders, be deemed to be payment by the Company or any Guarantor or 
on account of such Senior Debt, it being understood that the provisions of 
this Article X are and are intended solely for the purpose of defining the 
relative rights of the Holders, on the one hand, and the holders of such 
Senior Debt, on the other hand.

          If any payment or distribution to which the Holders would otherwise 
have been entitled but for the provisions of this Article X shall have been 
applied, pursuant to the provisions of this Article X, to the payment of 
amounts payable under Senior Debt of the Company or any Guarantor, then the 
Holders shall be entitled to receive from the holders of such Senior Debt any 
payments or distributions received by such holders of Senior Debt in excess 
of the amount sufficient to pay all amounts payable under or in respect of 
such Senior Debt in full in Cash or otherwise to the extent each of such 
holders accepts satisfaction of amounts due by settlement in other than Cash.

          SECTION 10.5.  OBLIGATIONS OF THE COMPANY AND THE GUARANTORS
UNCONDITIONAL.

          Nothing contained in this Article X or elsewhere in this Indenture 
or in the Securities is intended to or shall impair, as between the Company 
and any Guarantors and the Holders, the obligation of each such Person, which 
is absolute and unconditional, to pay to the Holders the principal of, 
premium, if any, and interest on the Securities as and when the same shall 
become due and payable in accordance with their terms, or is intended to or 
shall affect the relative rights of the Holders and creditors of the Company 
and the Guarantors other than the holders of the Senior Debt, nor shall 
anything herein or therein prevent the Trustee or any Holder from exercising 
all remedies otherwise permitted by applicable law upon default under this 
Indenture, subject to the rights, if any, under this Article X, of the 
holders of Senior Debt in respect of Cash, property


                                     98





or securities of the Company and the Guarantors received upon the exercise of 
any such remedy.  Notwithstanding anything to the contrary in this Article X 
or elsewhere in this Indenture or in the Securities, upon any distribution of 
assets of the Company and the Guarantors referred to in this Article X, the 
Trustee, subject to the provisions of Sections 7.1 and 7.2, and the Holders 
shall be entitled to rely upon any order or decree made by any court of 
competent jurisdiction in which such dissolution, winding up, liquidation or 
reorganization proceedings are pending, or a certificate of the liquidating 
Trustee or agent or other Person making any distribution to the Trustee or to 
the Holders for the purpose of ascertaining the Persons entitled to 
participate in such distribution, the holders of the Senior Debt and other 
Indebtedness of the Company or any 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 X so long as such court has been 
apprised of the provisions of, or the order, decree or certificate makes 
reference to, the provisions of this Article X.  Nothing in this Section 10.5 
shall apply to the claims of, or payments to, the Trustee under or pursuant 
to Section 7.7.

          SECTION 10.6.  TRUSTEE ENTITLED TO ASSUME PAYMENTS NOT PROHIBITED 
IN ABSENCE OF NOTICE.

          The Trustee shall not at any time be charged with knowledge of the 
existence of any facts which would prohibit the making of any payment to or 
by the Trustee unless and until the Trustee or any Paying Agent shall have 
received, no later than one Business Day prior to such payment, written 
notice thereof from the Company or from one or more holders of Senior Debt or 
from any representative therefor and, prior to the receipt of any such 
written notice, the Trustee, subject to the provisions of Sections 7.1 and 
7.2, shall be entitled in all respects conclusively to assume that no such 
fact exists.

          SECTION 10.7.  APPLICATION BY TRUSTEE OF ASSETS DEPOSITED WITH IT.

          Amounts deposited in trust with the Trustee pursuant to and in 
accordance with Article VIII shall be for the sole benefit of Securityholders 
and, to the extent (i) the making of such deposit by the Company shall not be 
in contravention of any term or provision of the New Credit Facil-


                                     99





ity and (ii) allocated for the payment of Securities, shall not be subject to 
the subordination provisions of this Article X.  Otherwise, any deposit of 
assets with the Trustee or the Agent (whether or not in trust) for the 
payment of principal of or interest on any Securities shall be subject to the 
provisions of Sections 10.1, 10.2, 10.3 and 10.4.

          SECTION 10.8.  SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR 
OMISSIONS OF THE COMPANY, THE GUARANTORS OR HOLDERS OF SENIOR DEBT.

          No right of any present or future holders of any Senior Debt to 
enforce subordination provisions contained in this Article X shall at any 
time in any way be prejudiced or impaired by any act or failure to act on the 
part of the Company or any Guarantor or by any act or failure to act, in good 
faith, by any such holder, or by any noncompliance by the Company or any 
Guarantor with the terms of this Indenture, regardless of any knowledge 
thereof which any such holder may have or be otherwise charged with.  The 
holders of Senior Debt may at any time and from time to time without the 
consent of or notice to the Trustee or the Holders of the Securities without 
incurring any responsibility to the Holders extend, renew, modify or amend 
the terms of the Senior Debt or any security therefor and release, sell or 
exchange such security and otherwise deal freely with the Company and the 
Guarantors and any person liable in any manner for the collection of Senior 
Debt, all without affecting the subordination provisions or liabilities or 
obligations of the parties to this Indenture or the Holders or to the holders 
of the Senior Debt.

          SECTION 10.9.  SECURITYHOLDERS AUTHORIZE TRUSTEE TO EFFECTUATE 
SUBORDINATION OF SECURITIES.

          Each Holder of the Securities by his acceptance thereof authorizes 
and expressly directs the Trustee on his behalf to take such action as may be 
necessary or appropriate to effectuate the subordination provisions contained 
in this Article X and to protect the rights of the Holders pursuant to this 
Indenture, and appoints the Trustee his attorney-in-fact for such purpose, 
including, in the event of any dissolution, winding up, liquidation or 
reorganization of the Company or any Guarantor (whether in bankruptcy, 
insolvency or receivership proceedings or upon an assignment for the benefit 
of creditors or any other marshalling of assets and liabilities of the 
Company or any Guarantor), the


                                    100





immediate filing of a claim for the unpaid balance of his Securities in the 
form required in said proceedings and cause said claim to be approved.  If 
the Trustee does not file a proper claim or proof of debt in the form 
required in such proceeding prior to 30 days before the expiration of the 
time to file such claim or claims, then the holders of the Senior Debt or 
their representative are or is hereby authorized to have the right to file 
and are or is hereby authorized to file an appropriate claim for and on 
behalf of the Holders of said Securities.  Nothing herein contained shall be 
deemed to authorize the Trustee or the holders of Senior Debt or their 
representative 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 Holder thereof, or 
to authorize the Trustee or the holders of Senior Debt or their 
representative to vote in respect of the claim of any Securityholder in any 
such proceeding.

          SECTION 10.10.  RIGHT OF TRUSTEE TO HOLD SENIOR DEBT.

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

          SECTION 10.11.  ARTICLE X NOT TO PREVENT EVENTS OF DEFAULT.

          The failure to make a payment on account of principal of, premium, 
if any, or interest on the Securities by reason of any provision of this 
Article X shall not be construed as preventing the occurrence of a Default or 
an Event of Default under Section 6.1 or in any way prevent the Holders from 
exercising any right hereunder other than the right to receive payment on the 
Securities.

          SECTION 10.12.  NO FIDUCIARY DUTY OF TRUSTEE TO 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 (other 
than for its willful misconduct or negligence) if it shall in good faith 
mistakenly


                                    101





pay over or distribute to the Holders of Securities or the Company, any 
Guarantor or any other Person, cash, property or securities to which any 
holders of Senior Debt shall be entitled by virtue of this Article X or 
otherwise. Nothing in this Section 10.12 shall affect the obligation of any 
other such Person to hold such payment for the benefit of, and to pay such 
payment over to, the holders of Senior Debt or their representative.

                                   ARTICLE XI

                           RIGHT TO REQUIRE REPURCHASE

          SECTION 11.1.  REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER 
UPON A CHANGE OF CONTROL.

               (a)  In the event that a Change of Control has occurred, each 
Holder shall have the right, at such Holder's option, pursuant to an 
irrevocable and unconditional offer by the Company (the "Change of Control 
Offer"), to require the Company to repurchase all or any part of such 
Holder's Securities (PROVIDED, that the principal amount of such Securities 
at maturity must be $1,000 or an integral multiple thereof) on a date (the 
"Change of Control Purchase Date") that is no later than 35 Business Days 
after the Occurrence of such Change of Control, at a cash price (the "Change 
of Control Purchase Price") equal to 101% of the principal amount thereof, 
together with accrued and unpaid interest, if any, to the Change of Control 
Purchase Date.

               (b)  In the event of a Change of Control, the Company shall be 
required to commence a Change of Control Offer as follows:

               (1)  the Change of Control Offer shall commence within 10
     Business Days following the occurrence of the Change of Control; 

               (2)  the Change of Control Offer shall remain open for 20
     Business Days, except to the extent that a longer period is required by
     applicable law, but in any case not more than 35 Business Days following
     commencement (the "Change of Control Offer Period");

               (3)  upon the expiration of a Change of Control Offer, the
     Company shall promptly purchase all of


                                    102





     the properly tendered Securities at the Change of Control Purchase Price;

               (4)  if the Change of Control Payment Date is on or after a
     Record Date and on or before the related interest payment date, any 
     accrued interest will be paid to the Person in whose name a Security is 
     registered at the close of business on such Record Date, and no additional
     interest will be payable to Securityholders who tender Securities pursuant
     to the Change of Control Offer;

               (5)  the Company shall provide the Trustee and the Paying Agent
     with notice of the Change of Control Offer at least three Business Days
     before the commencement of any Change of Control Offer; and

               (6)  on or before the commencement of any Change of Control
     Offer, the Company or the Registrar (upon the request and at the expense 
     of the Company) shall send, by first-class mail, a notice to each of the
     Securityholders, which (to the extent consistent with this Indenture) 
     shall govern the terms of the Change of Control Offer and shall state:

                    (i)  that the Change of Control Offer is being made 
     pursuant to such notice and this Section 11.1 and that all Securities, or 
     portions thereof, tendered will be accepted for payment;

                    (ii)  the Change of Control Purchase Price (including the
     amount of accrued and unpaid interest, subject to clause (b)(4) above), 
     the Change of Control Purchase Date and the Change of Control Put Date (as
     defined below);

                    (iii)  that any Security, or portion thereof, not tendered
     or accepted for payment will continue to accrue interest; 

                    (iv)  that, unless the Company defaults in depositing Cash
     with the Paying Agent in accordance with the last paragraph of this 
     Section 11.1 or such payment is prevented, any Security, or portion 
     thereof, accepted for payment pursuant to the Change of Control Offer 
     shall cease to accrue interest after the Change of Control Purchase Date;


                                    103




                    (v)  that Holders electing to have a Security, or portion
     thereof, purchased pursuant to a Change of Control Offer will be required
     to surrender the Security, with the form entitled "Option of Holder to
     Elect Purchase" on the reverse of the Security completed, to the Paying
     Agent (which may not for purposes of this Section 11.1, notwithstanding
     anything in this Indenture to the contrary, be the Company or any Affiliate
     of the Company) at the address specified in the notice prior to the close
     of business on the earlier of (a) the third Business Day prior to the
     Change of Control Payment Date and (b) the third Business Day following the
     expiration of the Change of Control Offer (such earlier date being the
     "Change of Control Put Date");

                    (vi)  that Holders will be entitled to withdraw their
     election, in whole or in part, if the Paying Agent (which may not for
     purposes of this Section 11.1, notwithstanding anything in this Indenture
     to the contrary, be the Company or any Affiliate of the Company) receives,
     up to the close of business on the Change of Control Put Date, a telegram,
     telex, facsimile transmission or letter setting forth the name of the
     Holder, the principal amount of the Securities the Holder is withdrawing
     and a statement that such Holder is withdrawing his election to have such
     principal amount of Securities purchased; and

                    (vii)  a brief description of the events resulting in such
     Change of Control.

          Any such Change of Control Offer shall comply with all applicable 
provisions of Federal and state laws, including those regulating tender 
offers, if applicable, and any provisions of this Indenture which conflict 
with such laws shall be deemed to be superseded by the provisions of such 
laws.  

          On or before the Change of Control Purchase Date, the Company shall 
(i) accept for payment Securities or portions thereof properly tendered 
pursuant to the Change of Control Offer on or before the Change of Control 
Put Date, (ii) deposit with the Paying Agent Cash sufficient to pay the 
Change of Control Purchase Price for all Securities or portions thereof so 
tendered and (iii) deliver to the Registrar Securities so accepted together 
with an Officers' Cer-


                                    104





tificate listing the aggregate principal amount of the Securities or portions 
thereof being purchased by the Company.  The Paying Agent shall on the Change 
of Control Purchase Date or promptly thereafter mail to Holders of Securities 
so accepted payment in an amount equal to the Change of Control Purchase 
Price for such Securities, and the Trustee or its authenticating agent shall 
promptly authenticate and the Registrar shall mail or deliver (or cause to be 
transferred by book entry) to such Holders a new Security equal in principal 
amount to any unpurchased portion of the Security surrendered; provided, 
however, that each such new Security will be in a principal amount of $1,000 
or an integral multiple thereof.  Any Securities not so accepted shall be 
promptly mailed or delivered by the Company to the Holder thereof.  The 
Company will publicly announce the results of the Change of Control Offer on 
or as soon as practicable after the consummation thereof.

                                   ARTICLE XII

                                    GUARANTY

          SECTION 12.1.  GUARANTY.

               (a)  In consideration of good and valuable consideration, the 
receipt and sufficiency of which is hereby acknowledged, each of the 
Guarantors hereby irrevocably and unconditionally guarantees (the 
"Guaranty"), jointly and severally, to each Holder of a Security 
authenticated and delivered by the Trustee and to the Trustee and its 
successors and assigns, irrespective of the validity and enforceability of 
this Indenture, the Securities or the obligations of the Company under this 
Indenture or the Securities, that:  (w) the principal and premium (if any) of 
and interest on the Securities will be paid in full when due, whether at the 
Maturity Date or Interest Payment Date, by acceleration, call for redemption, 
upon a Change of Control Offer, upon an Asset Sale Offer or otherwise; (x) 
all other obligations of the Company to the Holders or the Trustee under this 
Indenture or the Securities will be promptly paid in full or performed, all 
in accordance with the terms of this Indenture and the Securities; and (y) in 
case of any extension of time of payment or renewal of any Securities or any 
of such other obligations, they will be paid in full when due or performed in 
accordance with the terms of the extension or renewal, whether at maturity, 
by acceleration,


                                    105





call for redemption, upon a Change of Control Offer, upon an Asset Sale Offer 
or otherwise.  Failing payment when due of any amount so guaranteed for 
whatever reason, each Guarantor shall be jointly and severally obligated to 
pay the same before failure so to pay becomes an Event of Default.  If the 
Company or a Guarantor defaults in the payment of the principal of, premium, 
if any, or interest on, the Securities when and as the same shall become due, 
whether upon maturity, acceleration, call for redemption, upon a Change of 
Control Offer, upon an Asset Sale Offer or otherwise, without the necessity 
of action by the Trustee or any Holder, each Guarantor shall be required, 
jointly and severally, to promptly make such payment in full. 

               (b)  Each Guarantor hereby agrees that its obligations with 
regard to this Guaranty shall be unconditional, irrespective of the validity, 
regularity or enforceability of the Securities or this Indenture, the absence 
of any action to enforce the same, any delays in obtaining or realizing upon 
or failures to obtain or realize upon collateral, the recovery of any 
judgment against the Company, any action to enforce the same or any other 
circumstances that might otherwise constitute a legal or equitable discharge 
or defense of a guarantor (except as provided in Sections 12.4 and 12.5).  
Each Guarantor hereby waives diligence, presentment, demand of payment, 
filing of claims with a court in the event of insolvency or bankruptcy of the 
Company, any right to require a proceeding first against the Company or right 
to require the prior disposition of the assets of the Company to meet its 
obligations, protest, notice and all demands whatsoever and covenants that 
this Guaranty will not be discharged (except to the extent released pursuant 
to Section 12.4 or 12.5) except by complete performance of the obligations 
contained in the Securities and this Indenture.

               (c)  If any Holder or the Trustee is required by any court or 
otherwise to return to either the Company or any Guarantor, or any Custodian, 
trustee, or similar official acting in relation to the Company or such 
Guarantor, any amount paid by either the Company or such Guarantor to the 
Trustee or such Holder, this Guaranty, to the extent theretofore discharged, 
shall be reinstated in full force and effect (except to the extent released 
pursuant to Section 12.4 or 12.5).  Each Guarantor agrees that it will not be 
entitled to any right of subrogation in relation to the Holders in respect of 
any obligations guaranteed hereby until payment in full of all obligations 
guaranteed hereby.


                                    106





Each Guarantor further agrees that, as between such Guarantor, on the one 
hand, and the Holders and the Trustee, on the other hand, (i) the maturity of 
the obligations guaranteed hereby may be accelerated as provided in Section 
6.2 for the purposes of this Guaranty, notwithstanding any stay, injunction 
or other prohibition preventing such acceleration as to the Company of the 
obligations guaranteed hereby, and (ii) in the event of any declaration of 
acceleration of those obligations as provided in Section 6.2, those 
obligations (whether or not due and payable) will forthwith become due and 
payable by each of the Guarantors for the purpose of this Guaranty.

               (d)  Each Guarantor and by its acceptance of a Security issued 
hereunder each Holder hereby confirms that it is the intention of all such 
parties that the guarantee by such Guarantor set forth in Section 12.1(a) not 
constitute a fraudulent transfer or conveyance for purpose of any Bankruptcy 
Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer 
Act or any similar Federal or state law.  To effectuate the foregoing 
intention, the Holders and such Guarantor hereby irrevocably agree that the 
obligations of such Guarantor under its guarantee set forth in Section 
12.1(a) shall be limited to the maximum amount as will, after giving effect 
to all other contingent and fixed liabilities of such Guarantor and after 
giving effect to any collections from or payments made by or on behalf of any 
other Guarantor in respect of the obligations of such other Guarantor under 
its guarantee or pursuant to the following paragraph of this Section 12.1(d), 
result in the obligations of such Guarantor under such guarantee not 
constituting such a fraudulent transfer or conveyance.

          Each Guarantor that makes any payment or distribution under Section 
12.1(a) shall be entitled to a contribution from each other Guarantor equal 
to its Pro Rata Portion of such payment or distribution.  For purposes of the 
foregoing, the "Pro Rata Portion" of any Guarantor means the percentage of 
the net assets of all Guarantors held by such Guarantor, determined in 
accordance with GAAP.

               (e)  It is the intention of each Guarantor and the Company 
that the obligations of each Guarantor hereunder shall be joint and several 
and in, but not in excess of, the maximum amount permitted by applicable law. 
Accordingly, if the obligations in respect of the Guaranty would be annulled, 
avoided or subordinated to the creditors


                                    107





of any Guarantor by a court of competent jurisdiction in a proceeding 
actually pending before such court as a result of a determination both that 
such Guaranty was made without fair consideration and, immediately after 
giving effect thereto, such Guarantor was insolvent or unable to pay its 
debts as they mature or left with an unreasonably small capital, then the 
obligations of such Guarantor under such Guaranty shall be reduced by such 
court if and to the extent such reduction would result in the avoidance of 
such annulment, avoidance or subordination; PROVIDED, HOWEVER, that any 
reduction pursuant to this paragraph shall be made in the smallest amount as 
is strictly necessary to reach such result.  For purposes of this paragraph, 
"fair consideration", "insolvency", "unable to pay its debts as they mature", 
"unreasonably small capital" and the effective times of reductions, if any, 
required by this paragraph shall be determined in accordance with applicable 
law.

          SECTION 12.2.  EXECUTION AND DELIVERY OF GUARANTY.

          Each Guarantor shall, by virtue of such Guarantor's execution and 
delivery of a Guarantee substantially in the form annexed hereto as Exhibit 
B, be deemed to have signed on each Security issued hereunder the notation of 
guarantee set forth on the form of the Securities attached hereto as Exhibit 
A to the same extent as if the signature of such Guarantor appeared on such 
Security.  The delivery of any Security by the Trustee, after the 
authentication thereof hereunder, shall constitute due delivery of the 
guaranty set forth in Section 12.1 on behalf of each Guarantor.  The notation 
of a guaranty set forth on any Security shall be null and void and of no 
further effect with respect to the guaranty of any Guarantor which, pursuant 
to Section 12.4 or Section 12.5, is released from such guaranty.

          SECTION 12.3.  SUBSIDIARY GUARANTORS.

          (i)  All present Subsidiaries of the Company and their Subsidiaries 
(other than the Excluded Subsidiaries), and (ii) all future Subsidiaries of 
the Company and their Subsidiaries (other than Excluded Subsidiaries), which 
are not prohibited from becoming guarantors by law or by the terms of any 
Acquired Indebtedness or any agreement (other than an agreement entered into 
in connection with the transaction resulting in such person becoming a 
Subsidiary of the Company or its Subsidiaries) to which such Subsidiary is a 


                                    108





party ("Future Subsidiary Guarantors"), jointly and severally, will guaranty 
irrevocably and unconditionally all principal, premium, if any, and interest 
on the Securities on a senior subordinated basis; PROVIDED, HOWEVER, that 
upon any change in the law, Acquired Indebtedness or any agreement (whether 
by expiration, termination or otherwise) which no longer prohibits a 
Subsidiary of the Company from becoming a Subsidiary Guarantor, such 
Subsidiary shall immediately thereafter become a Subsidiary Guarantor; 
PROVIDED, FURTHER, in the event that any Subsidiary of the Company or their 
Subsidiaries becomes a guarantor of any other Indebtedness of the Company or 
any of its Subsidiaries or any of their Subsidiaries, such Subsidiary shall 
immediately thereafter become a Subsidiary Guarantor.

          SECTION 12.4.  GUARANTOR MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.

               (a)  Nothing contained in this Indenture or in any of the 
Securities shall prevent any consolidation or merger of a Guarantor with or 
into the Company or any other Guarantor.  Upon any such consolidation or 
merger, the guarantees (as set forth in Section 12.1) of the Guarantor which 
is not the survivor of the merger or consolidation, and of any Subsidiary of 
such Guarantor that is also a Guarantor, shall be released and shall no 
longer have any force or effect.

               (b)  Nothing contained in this Indenture shall prevent any 
sale or conveyance of assets of any Guarantor (whether or not constituting 
all or substantially all of the assets of such Guarantor) to any Person, 
provided that the Company shall comply with the provisions of Section 4.14 
and 4.17, and provided further that, in the event that all or substantially 
all of the assets of a Guarantor are sold or conveyed, the guarantees of such 
Guarantor (as set forth in Section 12.1) shall be released and shall no 
longer have any force or effect.

               (c)  Except as provided in Section 12.4(a) or Section 12.5, 
each Guarantor shall not, directly or indirectly, consolidate with or merge 
with or into another Person, unless (i) either (a) the Guarantor is the 
continuing entity or (b) the resulting or surviving entity is a corporation 
organized under the laws of the United States, any state thereof or the 
District of Columbia and expressly assumes by supplemental indenture all of 
the obligations of


                                    109





the Guarantor in connection with the Securities and this Indenture; (ii) no 
Default or Event of Default would occur as a consequence of (after giving 
effect, on a PRO FORMA basis, to) such transaction; and (iii) the Guarantor 
has delivered to the Trustee an Officers' Certificate and an Opinion of 
Counsel, each stating that such consolidation or merger and if a supplemental 
indenture is required, such supplemental indenture comply with this Indenture 
and that all conditions precedent herein relating to such transaction have 
been satisfied.

               (d)  Upon any consolidation or merger of a Guarantor in 
accordance with Section 12.4 hereof, the successor corporation formed by such 
consolidation or into which the Guarantor is merged shall succeed to, and be 
substituted for, and may exercise every right and power of, the Guarantor 
under this Indenture with the same effect as if such successor corporation 
had been named herein as the Guarantor, and when a successor corporation duly 
assumes all of the obligations of the Guarantor pursuant hereto and pursuant 
to the Securities, the Guarantor shall be released from such obligations.

          SECTION 12.5.  RELEASE OF GUARANTORS.

               (a)  Without any further notice or action being required by 
any Person, any Guarantor, and each Subsidiary of such Guarantor that is also 
a Guarantor, shall be fully and conditionally released and discharged from 
all obligations under its guarantee and this Indenture, upon (i) the sale or 
other disposition of all or substantially all of the assets or properties of 
such Guarantor, or 50% or more of the Equity Interests of any such Guarantor 
to Persons other than the Company and their Subsidiaries or (ii) the 
consolidation or merger of any such Guarantor with any Person other than the 
Company or a Subsidiary of the Company, if, as a result of such consolidation 
or merger, Persons other than the Company and their Subsidiaries beneficially 
own more than 50% of the capital stock of such Guarantor, PROVIDED that, in 
either such case, the Net Cash Proceeds of such sale, disposition, merger or 
consolidation are applied in accordance with Section 4.14 of this Indenture; 
or (iii) a Legal Defeasance or Covenant Defeasance, as set forth in Article 
VIII.  

               (b)  The releases and discharges set forth in Section 12.5(a)
shall be effective (i) in the case of re-


                                    110





leases and discharges effected pursuant to clause (i) or (ii) of Section 
12.5(a) by virtue of a sale, disposition, consolidation or merger, on the 
date of consummation thereof and (ii) in the case of releases and discharges 
effected pursuant to clause (iii) of Section 12.5(a), upon the date of 
Covenant Defeasance or Legal Defeasance, as applicable.  At the written 
request of the Company, the Trustee shall promptly execute and deliver 
appropriate instruments in forms reasonably acceptable to the Company 
evidencing and further implementing any releases and discharges pursuant to 
the foregoing provisions.  If the Company desires the instruments evidencing 
or implementing any releases or discharges to be executed prior to the 
effectiveness of such releases and discharges as set forth above, such 
instruments may be made conditional upon the occurrence of the events 
necessary to cause the effectiveness of such releases and discharges, as 
specified in the first sentence of this Section 12.5.

               (c)  Notwithstanding the foregoing provisions of this Article 
XII, (i) any Guarantor whose guarantee would otherwise be released pursuant 
to the provisions of this Section 12.5 may elect, by written notice to the 
Trustee, to maintain such guarantee in effect notwithstanding the event or 
events that otherwise would cause the release of such guarantee (which 
election to maintain such guarantee in effect may be conditional or for a 
limited period of time), and (ii) any Subsidiary of the Company which is not 
a Guarantor may elect, by written notice to the Trustee, to become a 
Guarantor (which election may be conditional or for a limited period of time).

          SECTION 12.6.  CERTAIN BANKRUPTCY EVENTS.

          Each Guarantor hereby covenants and agrees, to the fullest extent 
that it may do so under applicable law, that in the event of the insolvency, 
bankruptcy, dissolution, liquidation or reorganization of the Company, such 
Guarantor shall not file (or join in any filing of), or otherwise seek to 
participate in the filing of, any motion or request seeking to stay or to 
prohibit (even temporarily) execution on the Guaranty and hereby waives and 
agrees not to take the benefit of any such stay of execution, whether under 
Section 362 or 105 of the Bankruptcy Law or otherwise.


                                    111





                                  ARTICLE XIII

                                  MISCELLANEOUS

          SECTION 13.1.  TIA CONTROLS.

          If any provision of this Indenture limits, qualifies, or conflicts 
with the duties imposed by operation of the TIA, the imposed duties, upon 
qualification of this Indenture under the TIA, shall control.

          SECTION 13.2.  NOTICES.

          Any notices or other communications to the Company or any 
Guarantor, Paying Agent, Registrar, Securities Custodian, transfer agent or 
the Trustee required or permitted hereunder shall be in writing, and shall be 
sufficiently given if made by hand delivery, by telex, by telecopier or 
registered or certified mail, postage prepaid, return receipt requested, 
addressed as follows:

          if to the Company or any Guarantor:

          Jacor Communications Company
          1300 PNC Center
          201 East Fifth Street
          Cincinnati, Ohio  45202

          Attention:  Treasurer
          Telephone:  (513) 621-1300
          Telecopy:   (513) 621-6087

          if to the Trustee:

          The Bank of New York



          Attention:  
          Telephone:  
          Telecopy:   

          Any party by notice to each other party may designate additional or 
different addresses as shall be furnished in writing by such party.  Any 
notice or communication to any party shall be deemed to have been given or 
made as of the date so delivered, if personally deliv-


                                    112





ered; when answered back, if telexed; when receipt is acknowledged, if 
telecopied; and five Business Days after mailing if sent by registered or 
certified mail, postage prepaid (except that a notice of change of address 
shall not be deemed to have been given until actually received by the 
addressee).

          Any notice or communication mailed to a Securityholder shall be 
mailed to him by first class mail or other equivalent means at his address as 
it appears on the registration books of the Registrar and shall be 
sufficiently given to him 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 13.3.  COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS.

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

          SECTION 13.4.  CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

          Upon any request or application by the Company or any Guarantor to 
the Trustee to take any action under this Indenture, such Person 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 met; and

                    (2)  an Opinion of Counsel (in form and substance
     reasonably satisfactory to the Trustee), stating that, in the opinion
     of


                                    113





     such counsel, all such conditions precedent have been met;
     PROVIDED, HOWEVER, that in the case of any such request or application
     as to which the furnishing of particular documents is specifically
     required by any provision of this Indenture, no additional certificate
     or opinion need be furnished under this Section 13.4. 

          SECTION 13.5.  STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

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

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

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

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

                    (4)  a statement as to whether or not, in the opinion
     of each such Person, such condition or covenant has been met;
     PROVIDED, HOWEVER, that with respect to matters of fact an Opinion of
     Counsel may rely on an Officers' Certificate or certificates of public
     officials.

          SECTION 13.6.  RULES BY TRUSTEE, PAYING AGENT, REGISTRAR.

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


                                    114





          SECTION 13.7.  NON-BUSINESS DAYS.

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

          SECTION 13.8.  GOVERNING LAW.

          THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND 
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO 
CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK.  EACH OF THE 
COMPANY AND THE GUARANTORS HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF 
ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF 
NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY 
OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR 
RELATING TO THIS INDENTURE AND THE SECURITIES, AND IRREVOCABLY ACCEPTS FOR 
ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, 
JURISDICTION OF THE AFORESAID COURTS. EACH OF THE COMPANY AND THE GUARANTORS 
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER 
APPLICABLE LAW, ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE 
LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY 
SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN 
ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING HEREIN 
SHALL AFFECT THE RIGHT OF THE TRUSTEE OR ANY SECURITYHOLDER TO SERVE PROCESS 
IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR 
OTHERWISE PROCEED AGAINST THE COMPANY AND THE GUARANTORS IN ANY OTHER 
JURISDICTION.

          SECTION 13.9.  NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

          This Indenture may not be used to interpret another indenture, loan 
or debt agreement of the Company or any Guarantor or any of their respective 
Subsidiaries.  Any such indenture, loan or debt agreement may not be used to 
interpret this Indenture.


                                    115





          SECTION 13.10.  NO RECOURSE AGAINST OTHERS.

          No direct or indirect stockholder, partner, employee, officer or 
director, as such, past, present or future of the Company, the Guarantors or 
any successor entity, shall have any personal liability in respect of the 
obligations of the Company or the Guarantors under the Securities or this 
Indenture by reason of his or its status as such stockholder, partner, 
employee, officer or director.  Each Securityholder by accepting a Security 
waives and releases all such liability.  Such waiver and release are part of 
the consideration for the issuance of the Securities.

          SECTION 13.11.  SUCCESSORS.

          All agreements of the Company and the Guarantors in this Indenture 
and the Securities shall bind its successor.  All agreements of the Trustee 
in this Indenture shall bind its successor.

          SECTION 13.12.  DUPLICATE ORIGINALS.

          All parties may sign any number of copies or counterparts of this 
Indenture.  Each signed copy or counterpart shall be an original, but all of 
them together shall represent the same agreement.

          SECTION 13.13.  SEVERABILITY.

          In case any one or more of the provisions in this Indenture or in 
the Securities shall be held invalid, illegal or unenforceable, in any 
respect for any reason, the validity, legality and enforceability of any such 
provision in every other respect and of the remaining provisions shall not in 
any way be affected or impaired thereby, it being intended that all of the 
provisions hereof shall be enforceable to the full extent permitted by law.

          SECTION 13.14.  TABLE OF CONTENTS, HEADINGS, ETC.

          The Table of Contents, Cross-Reference Table and headings of the 
Articles and the Sections of this Indenture have been inserted for 
convenience of reference only, are not to be considered a part hereof and 
shall in


                                    116





no way modify or restrict any of the terms or provisions hereof.



                                    117





                                 SIGNATURES

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

                         JACOR COMMUNICATIONS COMPANY



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


Attest:
        ---------------
          Secretary

                         PARENT GUARANTOR
                         JACOR COMMUNICATIONS, INC.



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

Attest: ---------------
          Secretary


                         SUBSIDIARY GUARANTORS:

                         ACES HIGH PICTURES, INC.



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

Attest: ---------------
          Secretary




                                    118




                         BROADCAST FINANCE, INC.



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

Attest: ---------------
          Secretary


                         CINE ARTISTS PICTURES CORP.



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

Attest:
       ----------------
          Secretary


                         CINE FILMS, INC.



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

Attest:
        ---------------
          Secretary


                         CINE GUARANTORS, INC.



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

Attest:
        ---------------
          Secretary




                                    119




                         CINE GUARANTORS II, INC.



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

Attest:
        ---------------
          Secretary


                         CINE GUARANTORS II, LTD.



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

Attest:
        ---------------
          Secretary


                         CINE MOBILE SYSTEMS INT'L N.V.



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

Attest:
        ---------------
          Secretary


                         CINE MOVIL S.A. DE C.V.



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

Attest:
        ---------------
          Secretary



                                    120




                         CITICASTERS CO.



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

Attest:
        ---------------
          Secretary


                         ECHOES OF SUMMER CO., INC.



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

Attest:
        ---------------
          Secretary


                         FMI PENNSYLVANIA, INC.



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

Attest:
        ---------------
          Secretary


                         GACC-N26LB, INC.



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

Attest:
        ---------------
          Secretary



                                    121





                         GACC-340, INC.



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

Attest:
        ---------------
          Secretary


                         GEORGIA NETWORK EQUIPMENT, INC.



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

Attest:
        ---------------
          Secretary


                         GREAT AMERICAN MERCHANDISING GROUP, INC.



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

Attest:
        ---------------
          Secretary



                                    122





                         GREAT AMERICAN TELEVISION PRODUCTIONS, INC.



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

Attest:
        ---------------
          Secretary


                         IMMOBILARIA RADIAL, S.A. DE C.V.



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

Attest:
        ---------------
          Secretary


                         JACOR BROADCASTING CORP.



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

Attest:
        ---------------
          Secretary


                         JACOR BROADCASTING OF ATLANTA, INC.



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

Attest:
        ---------------
          Secretary



                                    123





                         JACOR BROADCASTING OF COLORADO, INC.



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

Attest:
        ---------------
          Secretary


                         JACOR BROADCASTING OF FLORIDA, INC.



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

Attest:
        ---------------
          Secretary


                         JACOR BROADCASTING OF IDAHO, INC.



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

Attest:
        ---------------
          Secretary



                                    124





                         JACOR BROADCASTING OF IOWA, INC.



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

Attest:
        ---------------
          Secretary


                         JACOR BROADCASTING OF KNOXVILLE, INC.



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

Attest:
        ---------------
          Secretary


                         JACOR BROADCASTING OF LEXINGTON, INC.



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

Attest:
        ---------------
          Secretary



                                    125





                         JACOR BROADCASTING OF ST. LOUIS, INC.



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

Attest:
        ---------------
          Secretary


                         JACOR BROADCASTING OF SAN DIEGO, INC.



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

Attest:
        ---------------
          Secretary


                         JACOR BROADCASTING OF SARASOTA, INC.



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

Attest:
        ---------------
          Secretary



                                    126





                         JACOR BROADCASTING OF TAMPA BAY, INC.



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

Attest:
        ---------------
          Secretary


                         JACOR CABLE, INC.



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

Attest:
        ---------------
          Secretary


                         LOCATION PRODUCTIONS, INC.



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

Attest:
        ---------------
          Secretary


                         LOCATION PRODUCTIONS II, INC.



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

Attest:
        ---------------
          Secretary



                                    127





                         NOBLE BROADCAST CENTER, INC.



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

Attest:
        ---------------
          Secretary


                         NOBLE BROADCAST GROUP, INC.



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

Attest:
        ---------------
          Secretary


                         NOBLE BROADCAST HOLDINGS, INC.



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

Attest:
        ---------------
          Secretary


                         NOBLE BROADCAST LICENSES, INC.



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

Attest:
        ---------------
          Secretary



                                    128





                         NOBLE BROADCAST OF COLORADO, INC.



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

Attest:
        ---------------
          Secretary


                         NOBLE BROADCAST OF ST. LOUIS, INC.



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

Attest:
        ---------------
          Secretary


                         NOBLE BROADCAST OF SAN DIEGO, INC.



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

Attest:
        ---------------
          Secretary


                         NOBLE BROADCAST OF TOLEDO, INC.



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

Attest:
        ---------------
          Secretary



                                    129






                         NOBRO, S.C.



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

Attest:
        ---------------
          Secretary


                         NOVA MARKETING GROUP, INC.



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

Attest:
        ---------------
          Secretary


                         SETTLEMENT DEVELOPMENT, INC.



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

Attest:
        ---------------
          Secretary


                         SPORTS RADIO BROADCASTING, INC.



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

Attest:
        ---------------
          Secretary



                                    130






                         SPORTS RADIO, INC.



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

Attest:
        ---------------
          Secretary


                         TAFT-TCI SATELLITE SERVICES, INC.



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

Attest:
        ---------------
          Secretary


                         THE RIVER NIGER PICTURES, INC.



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

Attest:
        ---------------
          Secretary


                         THE SY FISCHER COMPANY AGENCY, INC.



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

Attest:
        ---------------
          Secretary



                                    131





                         TURP CO.



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

Attest:
        ---------------
          Secretary


                         TO THE DEVIL A DAUGHTER PICTURE CORP.



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

Attest:
        ---------------
          Secretary


                         VTTV PRODUCTIONS



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

Attest:
        -----------------
          Secretary



                         THE BANK OF NEW YORK, as Trustee



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



                                    132





                                                                       Exhibit A

                               [FORM OF SECURITY]

                          JACOR COMMUNICATIONS COMPANY

                          ___% SENIOR SUBORDINATED NOTE
                                    DUE 2006

                                             CUSIP: 
No.                                          $ _________


          Jacor Communications Company, a Florida corporation (hereinafter
called the "Company" which term includes any successors under the Indenture
hereinafter referred to), for value received, hereby promises to pay to _______,
or registered assigns, the principal sum of _____ Dollars, on _____, 2006.

          Interest Payment Dates:  _____ and December 15; commencing ______,
1996.

          Record Dates:  _____ and ______

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

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

Dated: 

                         Jacor Communications Company
                             a Florida corporation



                         By:________________________________________
                             Name:
                             Title:



Attest: __________________________
          Secretary


                                       A-1




                 FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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


THE BANK OF NEW YORK
as Trustee and
Authenticating Agent





By:______________________________
   Authorized Signatory

                                       A-2




                          JACOR COMMUNICATIONS COMPANY


                          ___% SENIOR SUBORDINATED NOTE
                                    DUE 2006

          Unless and until it is exchanged in whole or in part for Securities in
definitive form, this Security may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary.  Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) ("DTC"), to the Company or their 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 requested by an authorized representative of
DTC (and any payment is made to Cede & Co. or such other entity as is requested
by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co. , has an interest herein.(1)


1.   INTEREST.

          Jacor Communications Company, a Florida corporation (hereinafter
called the "Company," which term includes any successors under the Indenture
hereinafter referred to), promises to pay interest on the principal amount of
this Security at the rate of ___% per annum from the date of issuance until
maturity.  To the extent it is lawful, the Company promises to pay interest on
any interest payment due but unpaid on such principal amount at a rate of ___%
per annum compounded semi-annually.

          The Company will pay interest semi-annually on ____ 15 and _____ 15 of
each year or, if any such day is not a Business Day, on the next succeeding
Business Day (each, an "Interest Payment Date"), commencing ________, 1997. 
Interest on the Securities will accrue from the most recent date to which
interest has been paid or, if no


- --------------------------
1.  This paragraph should only be added if the Security is issued in global
    form.

                                       A-3



interest has been paid on the Securities, from the date of issuance.  
Interest will be computed on the basis of a 360-day year consisting of twelve 
30-day months.

2.   METHOD OF PAYMENT.

          The Company shall pay interest on the Securities (except defaulted
interest) to the Persons who are the registered Holders at the close of business
on June 1 and December 1 immediately preceding the Interest Payment Date. 
Holders must surrender Securities to a Paying Agent to collect principal
payments.  Except as provided below, the Company shall pay principal and
interest in such coin or currency of the United States of America as at the time
of payment shall be legal tender for payment of public and private debts
("Cash").  The Securities will be payable as to principal, premium and interest
at the office or agency of the Company maintained for such purpose within or
without the City and State of New York or, at the option of the Company, payment
of principal, premium and interest may be made by check mailed to the Holders at
their addresses set forth in the register of Holders, and provided that payment
by wire transfer of immediately available funds will be required with respect to
principal of and interest and premium on all Global Securities and all other
Securities the Holders of which shall have provided written wire transfer
instructions to the Company or the Paying Agent at least five days prior to the
date for payment.

3.   PAYING AGENT AND REGISTRAR.

          Initially, The Bank of New York will act as Paying Agent and
Registrar.  The Company may change any Paying Agent, Registrar or co-Registrar
without notice to the Holders.  The Company or any of its Subsidiaries may,
subject to certain exceptions, act as Paying Agent, Registrar or co-Registrar.

4.   INDENTURE.

          The Company issued the Securities under an Indenture, dated as of
December __, 1996 (the "Indenture"), among the Company, Jacor Communications,
Inc., a Delaware corporation (the "Parent Guarantor") and The Bank of New York
(the "Trustee" which term includes any successor Trustee under the Indenture). 
Capitalized terms herein are used as defined in the Indenture unless otherwise
defined herein.  The 

                                       A-4


terms of the Securities include those stated in the Indenture and those made 
part of the Indenture by reference to the Trust Indenture Act, as in effect 
on the date of the Indenture.  The Securities are subject to all such terms, 
and Holders of Securities are referred to the Indenture and said Act for a 
statement of them.  The Securities are senior subordinated obligations of the 
Company limited in aggregate principal amount to $125,000,000.  The 
Securities are, to the extent and in the manner provided in the Indenture, 
subordinate and subject in right of payment to the prior payment in full of 
all Senior Debt of the Company, whether outstanding on the date of the 
Indenture or thereafter created, incurred, assumed or guaranteed.  Each 
Holder of this Security, by accepting the same, (a) agrees to and shall be 
bound by such provisions, (b) authorizes and directs the Trustee on his 
behalf to take such action as may be provided in the Indenture and (c) 
appoints the Trustee his attorney-in-fact for such purpose.  The Securities 
are guaranteed on a senior subordinated basis by the Parent Guarantor and 
each of the Company's future Subsidiaries (the "Guarantors").

5.   REDEMPTION.

          The Securities may be redeemed, in whole or in part, at any time on or
after ____ 15, 2001, at the option of the Company, at the Redemption Price
(expressed as a percentage of principal amount) set forth below with respect to
the indicated Redemption Date, in each case (subject to the right of Holders of
record on a Record Date that is on or prior to such Redemption Date to receive
interest due on the Interest Payment Date to which such Record Date relates),
plus any accrued but unpaid interest to the Redemption Date.  The Securities may
not be so redeemed prior to _____ 15, 2001.

      If redeemed during
      the 12-month period
      commencing                        Redemption Price
      --------------------              ----------------
      2001 . . . . . . . . . . . . . .     
      2002 . . . . . . . . . . . . . .     
      2003 . . . . . . . . . . . . . .     
      2004 and thereafter. . . . . . .     

          Any such redemption will comply with Article III of the Indenture.

                                       A-5


6.   NOTICE OF REDEMPTION.

          Notice of redemption will be sent by first class mail, at least 30
days and not more than 60 days prior to the Redemption Date to the Holder of
each Security to be redeemed at such Holder's last address as then shown upon
the registry books of the Registrar.  Securities may be redeemed in part in
multiples of $1,000 only.

          Except as set forth in the Indenture, from and after any Redemption
Date, if monies for the redemption of the Securities called for redemption shall
have been deposited with the Paying Agent on such Redemption Date and payment of
the Securities called for redemption is not otherwise prohibited, the Securities
called for redemption will cease to bear interest and the only right of the
Holders of such Securities will be to receive payment of the Redemption Price.

7.   DENOMINATIONS; TRANSFER; EXCHANGE.

          The Securities are in registered form, without coupons, in
denominations of $1,000 and integral multiples of $1,000.  A Holder may register
the transfer of, or exchange Securities in accordance with, the Indenture.  The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture.  The Registrar need not register the transfer
of or exchange any Securities selected for redemption.

8.   PERSONS DEEMED OWNERS.

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

9.   UNCLAIMED MONEY.

          If money for the payment of principal or interest remains unclaimed
for two years, the Trustee and the Paying Agent(s) will pay the money back to
the Company at their written request.  After that, all liability of the Trustee
and such Paying Agent(s) with respect to such money shall cease.

                                       A-6


10.  DISCHARGE PRIOR TO REDEMPTION OR MATURITY.

          Except as set forth in the Indenture, if the Company irrevocably
deposits with the Trustee, in trust, for the benefit of the Holders, Cash, U.S.
Government Obligations or a combination thereof, in such amounts as will be
sufficient in the opinion of a nationally recognized firm of independent public
accountants, to pay the principal of, premium, if any, and interest on the
Securities to redemption or maturity and comply with the other provisions of the
Indenture relating thereto, the Company will be discharged from certain
provisions of the Indenture and the Securities (including the restrictive
covenants described in paragraph 12 below, but excluding their obligation to pay
the principal of and interest on the Securities).  Upon satisfaction of certain
additional conditions set forth in the Indenture, the Company may elect to have
its obligations discharged with respect to outstanding Securities.

11.  AMENDMENT; SUPPLEMENT; WAIVER.

          Subject to certain exceptions, the Indenture or the Securities may be
amended or supplemented with the written consent of the Holders of at least a
majority in aggregate principal amount of the Securities then outstanding, and
any existing Default or Event of Default or compliance with any provision may be
waived with the consent of the Holders of a majority in aggregate principal
amount of the Securities then outstanding.  An amendment, supplement or waiver
with respect to Section 11.1 (Change of Control Offer) in a manner adverse to
the Holders, requires not less than 75% of the aggregate principal amount of the
Securities then outstanding.  Without notice to or consent of any Holder, the
parties thereto may under certain circumstances amend or supplement the
Indenture or the Securities to, among other things, cure any ambiguity, defect
or inconsistency, or make any other change that does not adversely affect the
rights of any Holder of a Security.

12.  RESTRICTIVE COVENANTS.

          The Indenture imposes certain limitations on the ability of the 
Company and the Guarantors to, among other things, incur additional 
Indebtedness and Disqualified Equity Interests, pay dividends or make certain 
other restricted payments, enter into certain transactions with Affiliates, 
incur Liens, sell assets, merge or consolidate


                                       A-7


with any other Person or transfer (by lease, assignment or otherwise) 
substantially all of the properties and assets of the Company.  The 
limitations are subject to a number of important qualifications and 
exceptions.  The Company must periodically report to the Trustee on 
compliance with such limitations.

13.  REPURCHASE AT OPTION OF HOLDER.

          (a)  If there is a Change of Control, the Company shall be required 
to offer to purchase on the Change of Control Purchase Date all outstanding 
Securities at a purchase price equal to 101% of the principal amount thereof, 
together with accrued interest to the Change of Control Purchase Date.  
Holders of Securities will receive a Change of Control Offer from the Company 
prior to any related Change of Control Purchase Date and may elect to have 
such Securities purchased by completing the form entitled "Option of Holder 
to Elect Purchase" appearing below.

          (b)  The Indenture imposes certain limitations on the ability of 
the Company, the Guarantors or any of their respective Subsidiaries to sell 
assets. In the event the proceeds from a permitted Asset Sale exceed certain 
amounts, as specified in the Indenture, the Company will be required to use 
the proceeds of such Asset Sale in the manner required by the Indenture, 
including (i) to reinvest such proceeds in its business, (ii) to repay Senior 
Debt, (iii) to make an offer to purchase the Citicasters Securities, or (iv) 
to make an offer to purchase a certain amount of each Holder's Securities at 
100% of the principal amount thereof, plus accrued interest, if any, to the 
purchase date. 

14.  NOTATION OF GUARANTY.

          As set forth more fully in the Indenture, the Persons constituting 
Guarantors from time to time, in accordance with the provisions of the 
Indenture, unconditionally and jointly and severally guarantee, in accordance 
with Section 12.1 of the Indenture, to the Holder and to the Trustee and its 
successors and assigns, that (i) the principal of and interest on the 
Security will be paid, whether at the Maturity Date or Interest Payment 
Dates, by acceleration, call for redemption upon a Change of Control Offer, 
upon an Asset Sale Offer or otherwise, and all other obligations of the 
Company to the Holder or the Trustee under the Indenture or this Security 
will be promptly paid in full or

                                       A-8



performed, all in accordance with the terms of the Indenture and this
Security, and (ii) in the case of any extension of payment or renewal of this
Security or any of such other obligations, they will be paid in full when due or
performed in accordance with the terms of such extension or renewal, whether at
the Maturity Date, as so extended, by acceleration, call for redemption, upon a
Change of Control Offer, upon an Asset Sale Offer or otherwise.  Such guarantees
shall cease to apply, and shall be null and void, with respect to any Guarantor
who, pursuant to Article XII of the Indenture, is released from its guarantees,
or whose guarantees otherwise cease to be applicable pursuant to the terms of
the Indenture.

15.  SUCCESSORS.

          When a successor assumes all the obligations of its predecessor under
the Securities and the Indenture, the predecessor will be released from those
obligations.

16.  DEFAULTS AND REMEDIES.

          If an Event of Default occurs and is continuing (other than an Event
of Default relating to certain events of bankruptcy, insolvency or
reorganization), then in every such case, unless the principal of all of the
Securities shall have already become due and payable, either the Trustee or the
Holders of 25% in aggregate principal amount of Securities then outstanding may
declare all the Securities to be due and payable immediately in the manner and
with the effect provided in the Indenture.  Holders of Securities may not
enforce the Indenture or the Securities except as provided in the Indenture. 
The Trustee may require indemnity satisfactory to it before it enforces the
Indenture or the Securities.  Subject to certain limitations, Holders of a
majority in aggregate principal amount of the Securities then outstanding may
direct the Trustee in its exercise of any trust or power.  The Trustee may
withhold from Holders of Securities notice of any continuing Default or Event of
Default (except a Default in payment of principal or interest), if it determines
that withholding notice is in their interest.

17.  TRUSTEE OR AGENT DEALINGS WITH THE COMPANY.

          The Trustee and each Agent under the Indenture, in its individual or
any other capacity, may make loans to,

                                       A-9


accept deposits from, and perform services for the Company or its Affiliates, 
and may otherwise deal with the Company or its Affiliates as if it were not 
the Trustee and such Agent.

18.  NO RECOURSE AGAINST OTHERS.

          No direct or indirect stockholder, partner, employee, officer or
director, as such, past, present or future, of the Company, the Guarantors or
any successor entity shall have any personal liability in respect of the
obligations of the Company or the Guarantors under the Securities or the
Indenture by reason of his or its status as such stockholder, partner, employee,
officer or director.  Each Holder of a Security by accepting a Security waives
and releases all such liability.  The waiver and release are part of the
consideration for the issuance of the Securities.

19.  AUTHENTICATION.

          This Security shall not be valid until the Trustee or authenticating
agent signs the certificate of authentication on the other side of this
Security.

20.  ABBREVIATIONS AND DEFINED TERMS.

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

21.  CUSIP NUMBERS.

          Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company will cause CUSIP numbers to be
printed on the Securities as a convenience to the Holders of the Securities.  No
representation is made as to the accuracy of such numbers as printed on the
Securities and reliance may be placed only on the other identification numbers
printed hereon.

                                       A-10


22.  ADDITIONAL RIGHTS OF HOLDERS OF SECURITIES.

          The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture.  Requests may be made to:

          Jacor Communications Company
          1300 PNC Center
          201 East Fifth Street
          Cincinnati, Ohio  45202
          Attn:  Corporate Secretary

                                       A-11


                               FORM OF ASSIGNMENT




          I or we assign this Security to

__________________________________________________________
                                                             
__________________________________________________________

__________________________________________________________
(Print or type name, address and zip code of assignee)


          Please insert Social Security or other identifying 
number of assignee

_________________________

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


Dated:  __________ Signed:  ______________________________

__________________________________________________________

           (Sign exactly as name appears on
           the other side of this Security)

                       Signature Guaranty*


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

*  NOTICE:  The Signature must be guaranteed by an Institution which is a 
   member of one of the following recognized signature Guarantee Programs: (I)
   The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York
   Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion
   Program (SEMP) or (iv) in such other guarantee program acceptable to be 
   Trustee.

                                       A-12


                        OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have this Security purchased by the Company
pursuant to Section 4.14 or Article XI of the Indenture, check the appropriate
box: /  / Section 4.14   /  /Section 11.1

          If you want to elect to have only part of this Security purchased by
the Company pursuant to Section 4.14 or Article XI of the Indenture, as the case
may be, state the amount you want to be purchased: $________



Date:  ________________ Signature: ________________________
(Sign exactly as your name appears on the other side of this Security)

                      Signature Guaranty**










- ---------------------
** NOTICE:  The Signature must be guaranteed by an Institution which is a member
   of one of the following recognized signature Guarantee Programs: (I) The 
   Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock 
   Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program
   (SEMP) or (iv) in such other guarantee program acceptable to be Trustee.

                                       A-13



        SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES***

          The following exchanges of a part of this Global Security for
Definitive Securities have been made:



                 Amount of          Amount of          Principal Amount    Signature of
                 decrease in        increase in        of this Global      authorized officer
                 Principal Amount   Principal Amount   Security following  of Trustee or
Date of          of this Global     of this Global     such decrease (or   Securities
Exchange         Security           Security           increase)           Custodian
- ---------------------------------------------------------------------------------------------
                                                               






















- ---------------------
*** This schedule should only be added if the Security is issued in global 
    form.


                                       A-14


CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF
SECURITIES

Re:  % SENIOR SUBORDINATED NOTES DUE 2006 OF JACOR COMMUNICATIONS COMPANY

     This Certificate relates to $______ principal amount of Securities held in
(check applicable box) _____ book-entry or  ______ definitive form by _____ (the
"Transferor").

The Transferor (check applicable box):

     / /  has requested the Registrar by written order to deliver in exchange
for its beneficial interest in the Global Security held by the Depositary a
Security or Securities in definitive, registered form of authorized
denominations and an aggregate principal amount equal to its beneficial interest
in such Global Security (or the portion thereof indicated above); or

     / /  has requested the Registrar by written order to exchange or register
the transfer of a Security or Securities.

                                       ____________________________________
                                       [INSERT NAME OF TRANSFEROR]


                                       By: ________________________________


Date: _________________________________

                                       A-15

                                     Annex I

                        SELECTED DEFINITIONS AND SECTIONS
                         FROM THE CITICASTERS INDENTURE

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

          "APPLICABLE DOCUMENTS" means collectively the Purchase Agreement, the
Registration Rights Agreement, this Indenture and the Citicasters Securities.

          "APPLICABLE PREMIUM" means, with respect to any Note called for
redemption by Citicasters after a Change of Control, the greater of (i) 1.0% of
the then outstanding principal amount of such Note, and (ii) the total, if
greater than zero, of (A) the present value of all required interest and
principal payments due on such Note, computed using a discount rate equal to the
Treasury Rate plus 75 basis points, minus (B) the then outstanding principal
amount of such Note, minus (C) any accrued and unpaid interest paid on such Note
on the Redemption Date.

          "ASSET SALE" by any Person means any transfer, conveyance, sale, lease
or other disposition by such Person or any of its Subsidiaries (including a
consolidation or merger or other sale of any such Subsidiaries with, into or to
another Person in a transaction in which such Subsidiary ceases to be a
Subsidiary, but excluding a disposition by a Subsidiary of such Person to such
Person or a Wholly-Owned Subsidiary of such Person) of (i) shares of Capital
Stock (other than directors' qualifying shares) or other ownership interests of
a Subsidiary of such Person, (ii) substantially all of the assets of such Person
or any of its Subsidiaries or (iii) other assets or rights of such Person or any
of its Subsidiaries, whether owned on the date of this Indenture or thereafter
acquired, in one or more related transactions.  The term "Asset Sale" shall not
include (i) any Permitted 

                                   Annex - 1



Disposition or (ii) any sale or issuance by Citicasters of Qualified Capital 
Stock of Citicasters.

          "BANK AGENT CONSENT" means, with respect to any Asset Sale Payment (as
defined in the Citicasters Securities Asset Sale Offer), the written consent of
the Representative or Representatives of holders of at least a majority in
outstanding principal amount of Indebtedness under the Bank Credit Agreements
(including unused commitments which, if funded, would constitute Senior Bank
Debt) delivered by such Representative or Representatives to Citicasters, with a
copy to the Trustee, prior to such Asset Sale Payment, pursuant to which such
Representative or Representatives consent to such Asset Sale Payment and,
consequently, the related permanent reduction (in the amount of such Asset Sale
Payment) of the amount of Designated Senior Debt available to be Incurred
pursuant to Section 4.7(c)(i).  As of the Issue Date, The First National Bank of
Boston would be the Representative entitled to give the Bank Agent Consent.

          "BANK CREDIT AGREEMENTS" means (i) the Loan Agreement, dated as of
August 20, 1993, and amended and restated as of November 30, 1993, among the
Company, Citicasters Co. (formerly known as Great American Broadcasting
Company), Continental Bank, N.A., and The First National Bank of Boston, as
managing agents, and the lenders party thereto (such Loan Agreement shall be
referred to herein as the "1993 Credit Agreement"), (ii) the loan documents
relating to a $25,000,000 Senior Secured Seven-Year Revolving Credit and a
$125,000,000 Senior Secured Seven-Year Reducing Revolver under which Citicasters
Co. is the borrower, Citicasters Corp. and the Company are Guarantors, The First
National Bank of Boston is the Administrative Agent and Continental Bank, N.A.
is the Collateral Agent (such facilities shall be referred to herein as the "New
Bank Credit Facility"), (iii) each instrument pursuant to which Obligations
under the Bank Credit Agreements described in (i) and (ii) above, or any
subsequent Bank Credit Agreements, are amended, deferred, extended, renewed,
replaced, refunded or refinanced, in whole or in part, and (iv) each instrument
now or hereafter evidencing, governing, guarantying or securing any Indebtedness
under any Bank Credit Agreements, in each case, as modified, amended, restated
or supplemented from time to time.

                                   Annex - 2


          "BANKRUPTCY LAW" means Title 11, United States Code or any similar
Federal or State law for the relief of debtors.

          "BOARD OF DIRECTORS" means, with respect to any Person, the Board of
Directors of such Person or any committee of the Board of Directors of such
Person duly authorized, with respect to any particular matter, to exercise the
power of the Board of Directors of such Person.

          "BOARD RESOLUTION" means, with respect to any Person, a duly adopted
resolution of the Board of Directors of such Person.

          "BROADCASTING STATION" means all related licenses, franchises and
permits issued under federal, state or local laws from time to time which
authorize a Person to receive or distribute, or both, over the airwaves, audio,
visual, or microwave signals within a geographic area for the purpose of
providing commercial broadcasting television or radio, together with all
Property owned or used in connection with the programming PROVIDED pursuant to,
and all interest of such Person to receive revenues from any other Person which
derives revenues from or pursuant to, said licenses, franchises and permits.

          "CAPITAL EXPENDITURE" means any amount paid in connection with the
purchase or construction of any assets acquired (other than from an
Affiliate) or constructed after the date hereof (a) to the extent the purchase
or construction prices for such assets are or should be included in "addition to
property, plant or equipment" in accordance with GAAP and (b) if the acquisition
or construction of such assets is not part of any acquisition of a Person.

          "CAPITAL LEASE OBLIGATION" of any Person means the obligation to pay
rent or other payment amounts under a lease of (or other Indebtedness
arrangements conveying the right to use) real or personal property of such
Person which is required to be classified and accounted for as a capital lease
or a liability on the face of a balance sheet of such Person in accordance with
GAAP.  The stated maturity of such obligation shall be the date of the last
payment of rent or any other amount due under such lease prior to the first date
upon which such lease may be terminated by the lessee without payment of a
penalty.  Capital Lease Obligations shall not include payments due under any
Film Contracts.

                                   Annex - 3


          "CAPITAL STOCK" of any Person means any and all shares, interests,
rights, participations, each class of common stock and preferred stock of such
Person and/or other equivalents (however designated) of corporate stock or
equity participations, including each class of common stock and preferred stock
of such Person and partnership interests, whether general or limited, of such
Person.
 .
          "CASH EQUIVALENTS" means:

                    (1)       marketable obligations issued or unconditionally
          guaranteed by the United States government, in each case maturing
          within 360 days after the date of acquisition thereof;

                    (2)       marketable direct obligations issued by any state
          of the United States or any political subdivision of any such state or
          any public instrumentality thereof maturing within 360 days after the
          date of acquisition thereof and, at the time of acquisition, having
          the highest rating obtainable from either Standard & Poor's
          Corporation or Moody's Investors Service, Inc.;

                    (3)       commercial paper maturing no more than 360 days
          after the date of acquisition thereof, issued by a corporation
          organized under the laws of any state of the United States or of the
          District of Columbia and, at the time of acquisition, having a rating
          in one of the two highest rating categories obtainable from either
          Standard & Poor's Corporation or Moody's Investors Service, Inc.;

                    (4)       money market funds whose investments are made
          solely in securities described in clause (1) maturing within one
          (1) year after the date of acquisition thereof; 

                    (5)       certificates of deposit maturing within 360 days
          after the date of acquisition thereof, issued by any commercial bank
          that is a member of the Federal Reserve System that has capital,
          surplus and undivided profits (as shown on its most recent statement
          of condition) aggregating not less than $100,000,000 and 

                                   Annex - 4


          is rated A or better by Moody's Investors Service, Inc. or Standard 
          & Poor's Corporation; and

                    (6)       repurchase agreements entered into with any
          commercial bank of the nature referred to in clause (5), secured by a
          fully perfected Lien in any obligation of the type described in any of
          clauses (1) through (5), having a fair market value at the time such
          repurchase agreement is entered into of not less than 100% of the
          repurchase obligation thereunder of such commercial bank.

          "CITICASTERS ASSET SALE REPURCHASE AMOUNT" means the sum of
(A) Cumulative Operating Cash Flow (as defined herein) of Citicasters and its
Subsidiaries less 1.4 times Cumulative Total Interest Expense of Citicasters and
its Subsidiaries, plus (B) an amount equal to 100% of the aggregate Qualified
Capital Stock Proceeds received by Citicasters from the issuance and sale (other
than to a Subsidiary of Citicasters) of Qualified Capital Stock to the extent
that such proceeds are not used to redeem, repurchase, return or otherwise
acquire Capital Stock or any Indebtedness of Citicasters or any Subsidiary
pursuant to clause (ii) of the immediately following paragraph and
(C) $5,000,000, less the aggregate amount of all Restricted Payments (excluding
all payments, investments, redemptions, repurchase, retirements and other
acquisitions described in clause (ii) of the immediately following
paragraph) declared or made after February 18, 1994.

          Notwithstanding the foregoing definition, the following Restricted
Payments may be made:  (i) the payment of any dividend within 60 days after the
date of declaration thereof, if at said date of declaration such payment would
have complied with the provisions of this Indenture; (ii) the redemption,
repurchase, retirement or other acquisition for value of any Capital Stock or
any Indebtedness of Citicasters or any Subsidiary in exchange for, or out of the
Qualified Capital Stock Proceeds of, the substantially concurrent sale (other
than to Citicasters or a Subsidiary of Citicasters) of Qualified Capital Stock
of Citicasters; and (iii) the redemption of Citicasters Securities under the
circumstances PROVIDED in Article 3 and in Sections 11.2 and 4.14 of this
Indenture.

                                   Annex - 5


          "CITICASTERS SECURITIES ASSET SALE OFFER" means an offer to purchase
the Citicasters Securities in accordance with the following procedures:

               (a)  Citicasters will not, and will not permit any of its
Subsidiaries to make any Asset Sale, whether in a single transaction or a series
of related transactions, unless: (i) Citicasters or the applicable Subsidiary
receives consideration at the time of such Asset Sale at least equal to the fair
market value of the Property or securities sold or otherwise disposed of (as
determined in good faith by the Board of Directors of Citicasters evidenced by a
Board Resolution); (ii) at least 75% of such consideration is in the form of
cash; PROVIDED, HOWEVER, that the following shall be deemed to be cash for
purposes of this definition:  (A) the amount of any liabilities (as shown on
Citicasters' or such Subsidiary's most recent balance sheet or in the notes
thereto) of Citicasters or such Subsidiary (other than liabilities that are by
their terms subordinated to the Citicasters Securities) that are assumed by the
transferee of any such assets, and (B) any notes or other obligations received
by Citicasters or any such Subsidiary from a transferee that are converted by
Citicasters or such Subsidiary into cash within six months of such Asset Sale;
PROVIDED FURTHER, that the 75% limitation referred to in clause (ii) above shall
not apply (AA) to any sale, transfer or other disposition of assets constituting
one or more Broadcasting Stations in which the cash portion of such
consideration received therefor, determined in accordance with the foregoing
proviso, is equal to or greater than what the after-tax net proceeds would have
been had such transaction complied with the aforementioned 75% limitation or
(BB) to a so-called "like-kind" exchange of assets, so long as (1) the assets so
received consist principally of cash or Cash Equivalents, the assumption of
liabilities and the acquisition of assets to be used for or in connection with
the business of owning and operating Broadcasting Stations, and (2) at the time
of and after giving effect to such exchange, and treating any Indebtedness
Incurred as a result of such exchange as having been Incurred at the time of
such exchange, no Default or Event of Default shall have occurred and be
continuing and Citicasters could Incur at least $1.00 of additional Indebtedness
pursuant to Section 4.7(b); PROVIDED YET FURTHER that the 75% limitation
referred to in clause (ii) above shall be deemed to have been satisfied if
(AAA) at the date of the Asset Sale and after giving effect thereto,
Sec-

                                   Annex - 6


tion 4.5(a) would permit Citicasters to make a Restricted Payment in an
amount equal to the difference between the actual cash consideration received by
Citicasters or the applicable Subsidiary with respect to such Asset Sale and 75%
of the fair market value of the Property or securities sold or otherwise
disposed of in such Asset Sale (determined as provided above) and
(BBB) Citicasters treats the receipt of non-cash consideration in an amount
equal to the amount set forth in the foregoing clause (AAA) as a Restricted
Payment under Section 4.5(a), whether or not such receipt would otherwise be
classified as an Investment or a Permitted Investment; and (iii) the Excess
Proceeds received by Citicasters or such Subsidiary, as the case may be, from
such Asset Sale are applied in accordance with this definition.

               (b)  The Company shall use the Excess Proceeds from New World
Station Sales (i) first to repay amounts outstanding under the 1993 Credit
Agreement that is a part of the Bank Credit Agreements and the WGHP Notes and
(ii) then to redeem $75,000,000 principal amount of Notes at a redemption price
of $976.75 per $1,000 principal amount, plus accrued and unpaid interest through
the date of redemption.  The mandatory redemption of Notes described in the
foregoing clause (ii) shall be made in accordance with the applicable provisions
of Article 3 hereof and the Redemption Date with respect to the full $75,000,000
principal amount of Notes to be redeemed shall be no later than the 15th day
after the date on which an aggregate of $230,000,000 of Excess Proceeds
(calculated for purposes of this Section 4.13(b) without regard to the deduction
described in clause (iv) of the definition of "Excess Proceeds") from the New
World Station Sales have been received by the Company, it being understood that
the Company may Incur Indebtedness under the New Bank Credit Facility in an
amount up to $75,000,000 to fund such redemption so long as the total amount of
Designated Senior Debt outstanding after giving effect to such redemption and
any related transactions does not exceed $150,000,000.  Following the
application of the New World Station Sale Excess Proceeds as set forth above,
any additional Excess Proceeds from any New World Station Sale may be used to
further reduce Senior Indebtedness, to make Related Business Investment or
Capital Expenditures on one or more of the Company's or its Subsidiaries'
Broadcasting Stations, to acquire one or more Broadcasting Stations or to make a
Television Station Sale Payment as permitted by Section 4.13(d).  The Company
shall use the Excess Proceeds

                                   Annex - 7


from the Other Television Station Sales to reduce Designated Senior Debt, 
either permanently or temporarily to make Related Business Investments or 
Capital Expenditures on one or more of the Company's or its Subsidiaries' 
Broadcasting Stations, to acquire one or more Broadcasting Stations or, to 
make a Television Station Sale Payment as permitted by paragraph (d) hereof.

               (c)  Immediately following receipt by the Company of Excess
Proceeds from an Asset Sale, other than a Permitted Television Station Sale, the
Company may use such Excess Proceeds to temporarily reduce Designated Senior
Debt.  Within 360 days following the Company's receipt of such Excess Proceeds,
such Excess Proceeds may (i) be applied to permanently reduce Designated Senior
Debt, (ii) be used to enter into a contract to make Related Business Investments
or Capital Expenditures on one or more of the Company's or its Subsidiaries'
Broadcasting  Stations or to enter into a contract to acquire one or more
Broadcasting Stations, or (iii) be used to make a payment permitted by Section
4.13(e), which payment shall be counted as a permanent reduction of the amount
of Designated Senior Debt available to be Incurred pursuant to Section
4.7(c)(i).  Any Excess Proceeds from an Asset Sale not applied or invested
within 360 days as provided in clauses (i), (ii) or (iii) hereof will be deemed
to constitute "Available Proceeds" and shall be applied as provided in paragraph
(f) hereof unless the  Company gives notice to the Trustee within 10 days
following such 360 day period that Excess Proceeds previously used to
temporarily reduce Designated Senior Debt will be applied to permanently reduce
Designated Senior Debt in which case such Excess Proceeds shall not constitute
Available Proceeds.

               (d)  The Company may use up to $40,000,000 of the Excess Proceeds
from the New World Station Sales, following application of such Excess Proceeds
as set forth in paragraph (b) hereof, and up to the lesser of 25% of Excess
Proceeds or $40,000,000 from any Other Television Station Sale to pay dividends
on the Company's Capital Stock or redeem, repurchase or retire shares of the
Company's Capital Stock or warrants, rights or options to purchase or acquire
shares of the Company's Capital Stock (any such dividend, redemption, repurchase
or retirement out of Excess Proceeds from any Permitted Television Station Sales
is herein referred to as a "Television Station Sale Payment"), subject to the
conditions and limitations set forth in this para-

                                   Annex - 8


graph (d).  A Television Station Sale Payment may be made by the Company only 
if, and to the extent that, each of the following conditions is satisfied as 
of the time of the proposed Television Station Sale Payment:  (i) the Company 
shall have obtained a Bank Agent Consent if required; and (ii) no Default or 
Event of Default shall have occurred and be continuing at the time of such 
sale or as a consequence of such Television Station Sale Payment.

               (e)  Citicasters may use a portion of the Excess Proceeds from an
Asset Sale which is not a Permitted Television Sale to pay dividends on its
Capital Stock or redeem, repurchase or retire shares of its Capital Stock or
warrants, rights or options to purchase or acquire shares of its Capital Stock
(any such dividend, redemption, repurchase or retirement out of Excess Proceeds
from a single Asset Sale an "Asset Sale Payment"), subject to the conditions and
limitations set forth in this paragraph (c).  An Asset Sale Payment may be made
by Citicasters only if, and to the extent that, each of the following conditions
is satisfied as of the time of the proposed Asset Sale Payment (the
"Determination Time"): (i) Citicasters shall have obtained a Bank Agent Consent;
(ii) such Asset Sale Payment (as well as all prior Asset Sale Payments, if
any) shall be counted as a permanent reduction of the amount of Designated
Senior Debt available to be Incurred pursuant to Section 4.7(c)(i);  (iii) the
Determination Time occurs on or prior to December 31, 1996; (iv) only two Asset
Sale Payments will be permitted under this definition; (v) no Default or Event
of Default shall have occurred and be continuing at the Determination Time or as
a consequence of such Asset Sale Payment; and (vi) after giving effect to
(A) the application of any Excess Proceeds from the applicable Asset Sale in
accordance with clauses (i) and (ii) of paragraph (c) above prior to the
Determination Time, (B) any Asset Sale Redemption of Citicasters Securities
pursuant to Section 3.7(c) out of any Excess Proceeds from the applicable Asset
Sale, (C) any Asset Sale Payment out of any Excess Proceeds from the applicable
Asset Sale and (D) the payment of the maximum amount of Television Station Sale
payments which Citicasters may make pursuant to paragraph (d) hereof regardless
of whether any Permitted Television Station Sales have in fact been made as of
the Determination Time, the ratio set forth below is equal to (but not more or
less than) 4.5:1.

                                   Annex - 9


                                       D-X
                                 ______________
                             OCF + [(.065)(REP-X-Y)]
where:

D    =    the aggregate amount of all outstanding Indebtedness of Citicasters
          and its Subsidiaries on a consolidated basis as of the Determination
          Time, without giving effect to the Asset Sale Redemption (if
          any) represented by "X" in the formula.

X    =    the principal amount of Citicasters Securities (if any) to be redeemed
          in an Asset Sale Redemption pursuant to Section 3.7(c) out of Excess
          Proceeds from the applicable Asset Sale in order to satisfy the
          conditions set forth in this paragraph (c).

OCF  =    the Operating Cash Flow of Citicasters and its Subsidiaries on a
          consolidated basis for the four most recent full fiscal quarters
          ending immediately prior to the Determination Time, determined on a
          pro forma basis after giving effect to (i) the applicable Asset Sale
          and any other Asset Sales consummated during such four-quarter period
          as if they had occurred at the beginning of such four-quarter period
          and (ii) all acquisitions or other dispositions (whether by merger,
          consolidation, purchase or sale of securities or assets or
          otherwise) of any business or assets, made by Citicasters and its
          Subsidiaries from the beginning of such four-quarter period through
          the Determination Time as if such acquisition or disposition had
          occurred at the beginning of such four-quarter period.

REP  =    the total amount of Excess Proceeds from the applicable Asset Sale
          remaining after deducting therefrom all portions thereof applied prior
          to the Determination Time pursuant to this definition, but without
          giving effect to the Asset Sale Redemption (if any) represented by "X"
          in the formula or to the Asset Sale Payment represented by "Y" in the
          formula.

Y    =    the amount of the proposed Asset Sale Payment to be made at the
          Determination Time pursuant to this paragraph (d).

                                   Annex - 10


               (f)  As soon as practicable, but in no event later than 10
Business Days after any date (an "Asset Sale Trigger Date") that the aggregate
amount of Available Proceeds exceeds $15,000,000, Citicasters shall, if and to
the extent permitted by the agreements governing any Senior Indebtedness of
Citicasters, subject to the provisions of Article 10, commence an offer to
purchase the maximum principal amount of Citicasters Securities that may be
purchased out of such Available Proceeds, at an offer price in cash equal to
100% of the principal amount thereof, plus accrued and unpaid interest to the
date of purchase.  The Asset Sale Offer shall be effected in accordance with
Section 3.8 and Article 3 (to the extent applicable) and the provisions of this
definition.  To the extent that any Available Proceeds remain after completion
of an Asset Sale Offer, Citicasters may use the remaining amount for any purpose
permitted by this Indenture, but not, unless otherwise permitted by Section 4.5,
to offer to repurchase or otherwise redeem, repurchase, retire or acquire for
value any Pari Passu Indebtedness or Subordinated Indebtedness.  In the event
that Citicasters is prohibited under the terms of any agreement governing
outstanding Senior Indebtedness of Citicasters from repurchasing Citicasters
Securities with Available Proceeds pursuant to an Asset Sale Offer as required
by the first sentence of this paragraph (d), Citicasters shall promptly use all
Available Proceeds to permanently reduce outstanding Senior Indebtedness of
Citicasters.

               (g)  If, at any time, any funds are received by or for the
account of Citicasters or any of its Subsidiaries upon the sale, conversion,
collection or other liquidation of any non-cash consideration received in
respect of an Asset Sale, other than the Permitted Television Station Sales such
funds shall, when received, constitute Excess Proceeds and shall, within 360
days after the receipt of such funds be applied as provided in this definition.

          "CUMULATIVE OPERATING CASH FLOW" means the Operating Cash Flow of
Citicasters and its Subsidiaries for the period beginning January 1, 1994,
through and including the end of the most recently ended fiscal quarter (taken
as one accounting period) preceding the date of any proposed Restricted Payment.

          "CUMULATIVE TOTAL INTEREST EXPENSE" means the Total Interest Expense
of Citicasters and its Subsidiaries

                                   Annex - 11


for the period beginning January 1, 1994, through and including the end of 
the most recently ended fiscal quarter (taken as one accounting period) 
preceding the date of any proposed Restricted Payment.

          "CUSTODIAN" means any receiver, trustee, assignee, liquidator,
sequestrator or similar official under any Bankruptcy Law.

          "DESIGNATED SENIOR DEBT" means:  (a) up to an aggregate maximum of
$150,000,000 principal amount of any combination of (i) Indebtedness outstanding
under the Bank Credit  Agreements and (ii) Senior Indebtedness (without
duplication with clause (i) above), outstanding at any one time; provided,
however, that such maximum amount shall be decreased by (A) the aggregate amount
of Asset Sale Payments made by the Company, PROVIDED that a reduction described
in this clause (A) that would otherwise be caused by a particular Asset Sale
Payment will not be effective without a Bank Agent Consent with respect to such
Asset Sale Payment if the effect of such reduction would be to reduce the amount
of Designated Senior Debt available to be Incurred pursuant to Section 4.7(c)(i)
to an amount lower than the amount of Indebtedness outstanding under the Bank
Credit Agreements as of the applicable Determination Time (including unused
commitments which the Bank Lenders are unconditionally obligated to fund at the 
Determination Time and which, if funded, would constitute Designated Senior
Debt) and (B) the aggregate amount of Excess Proceeds from Asset Sales applied
to permanently reduce Designated Senior Debt pursuant to paragraphs (b) and (c)
under the Citicasters Securities Asset Sale Offer; and (b) any interest,
penalties, fees, indemnifications, reimbursements, damages and other similar
charges (including, but not limited to, all fees and expenses of counsel and all
other charges, fees and expenses) payable under the Bank Credit Agreements.

          "EXCESS PROCEEDS" means with respect to any Asset Sale by any Person,
the proceeds thereof in the form of cash (including any cash received by way of
deferred payment pursuant to, or amortization of, a note or installment
receivable or otherwise, but only if, as and when received, and cash received
upon sale of securities or other Property or assets received as consideration
with respect to such Asset Sale, except to the extent that any of the foregoing
are financed or sold with recourse to Citicasters or any Subsidiary) net of
(i) brokerage commissions and other

                                   Annex - 12


reasonable fees and expenses (including fees and expenses of counsel and 
investment bankers) related to such Asset Sale, (ii) provisions for all taxes 
payable as a result of such Asset Sale, (iii) payments made to retire Senior 
Indebtedness where such payments are required by the instrument governing 
such Indebtedness, (iv) amounts required to be paid to any Person (other than 
Citicasters or any Subsidiary) owning a beneficial interest in the Property 
or assets the subject of such Asset Sale and (v) appropriate amounts to be 
provided by Citicasters or any Subsidiary, as the case may be, as a reserve, 
in accordance with GAAP, against any liabilities associated with such Asset 
Sale and retained by Citicasters or any Subsidiary, as the case may be, after 
such Asset Sale, including, without limitation, pension and other 
post-employment benefit liabilities, liabilities related to environmental 
matters and liabilities under any indemnification obligations associated with 
such Asset Sale, all as reflected in an Officers' Certificate delivered to 
the Trustee.

          "INVESTMENT" by any Person in any other Person means any investment by
such Person in such other Person, whether by a purchase of assets, in any
transaction or series of related transactions, individually or in the aggregate,
purchase of Capital Stock, capital contribution, loan, advance (other than
reasonable loans and advances to employees for moving and travel expenses, as
salary advances, and other similar customary expenses incurred, in each case in
the ordinary course of business consistent with past practice) or similar credit
extension constituting Indebtedness of such other Person, and any Guarantee of
Indebtedness of such other Person.

          "NEW WORLD STATION SALE" means Asset Sales involving the sale of four
television stations currently owned by Citicasters or its Subsidiaries located
in Phoenix, Arizona, Birmingham, Alabama, Kansas City, Missouri and
Greensboro/High Point, North Carolina pursuant to the terms of that certain
Asset Purchase Agreement dated as of May 4, 1994 between Citicasters Co.
(formerly known as Great American Television and Radio Company, Inc.) and New
World Communications Group Incorporated as the same is in effect on August 22,
1994 or as the same may be amended or modified; provided that such amendment or
modification does not decrease the consideration payable to the Company or have
materially adverse effect on the Holders.

                                   Annex - 13


          "OTHER TELEVISION STATION SALES" means Asset Sales Involving the sale
at any time and from time to time of two television stations owned by the
Company or its Subsidiaries in Tampa, Florida and Cincinnati, Ohio.

          "PARI PASSU INDEBTEDNESS" means any Indebtedness of Citicasters
whether outstanding at the Issue Date or Incurred thereafter, which (a) ranks
pari passu with the Citicasters Securities and (b) by its terms, or by the terms
of any agreement or instrument pursuant to which such Indebtedness is Incurred,
(i) does not provide for payments of principal of such Indebtedness at the final
stated maturity thereof or by way of a sinking fund applicable thereto or by way
of any mandatory redemption, retirement or repurchase thereof by Citicasters
(including any redemption, retirement or repurchase which is contingent upon
events or circumstances, but excluding any retirement required by virtue of
acceleration of such Indebtedness upon an event of default thereunder), in each
case prior to the final stated maturity of the Citicasters Securities and
(ii) does not permit redemption or other retirement (including pursuant to an
offer to purchase made by the issuer) of such other Indebtedness at the option
of the holder thereof prior to the final stated maturity of the Citicasters
Securities, other than a redemption or other retirement at the option of the
holder of such Indebtedness (including pursuant to an offer to purchase made by
the Issuer) which is conditioned upon the change of control of Citicasters
pursuant to provisions substantially similar to those contained in Section 11.1
of this Indenture.

          "PERMITTED INVESTMENT" by any Person means (i) any Related Business
Investment, (ii) Investments in securities or other Property not constituting
cash or Cash Equivalents and received in connection with an Asset Sale, to the
extent permitted by the definition of Citicasters Securities Asset Sale Offer,
or any other disposition of assets not constituting an Asset Sale, (iii) cash
and Cash Equivalents, (iv) Investments existing on the Issue Date,
(v) Investments by any Subsidiary in other Subsidiaries, (vi) Investments by
Citicasters in any of its Subsidiaries required by any instrument or agreement
governing Senior Indebtedness to the extent that such Investments consist of
(A) performance under Guarantees Incurred by Citicasters in compliance with this
Indenture with respect to Indebtedness of its Subsidiaries not Incurred in
violation of this Indenture or (B) Liens securing Citicasters's Obligations with
respect to

                                   Annex - 14


any Guarantee described in the foregoing clause (A), (vii) Investments in the 
form of accounts receivable arising from sales of goods or services in the 
ordinary course of business, PROVIDED that for any accounts receivable that 
are more than 120 days overdue, appropriate reserves or allowances have been 
established in accordance with GAAP and (viii) Investments in the form of 
advances or prepayments to suppliers or employees in the ordinary course of 
business.

          "PERMITTED TELEVISION STATION SALES" means the New World Station Sales
and the Other Television Station Sale.

          "PROPERTY" means all types of real, personal, tangible, intangible or
mixed property.

          "RELATED BUSINESS INVESTMENTS" means (i) any Investment by a Person in
any other Person substantially all of whose revenues are derived from the
operation of one or more Broadcasting Stations or from the sale of advertising
time or the delivery, transmission or dissemination of entertainment or
information to public viewers or subscribers, so long that, as a result of such
Investment, (A) such Person becomes a Wholly-Owned Subsidiary, or (B) such
Person either (1) is merged, consolidated or amalgamated with or into
Citicasters or one of its Wholly-Owned Subsidiaries and Citicasters or such
Wholly-Owned Subsidiary is the surviving Person, or (2) transfers or conveys
substantially all of its assets to, or is liquidated into, Citicasters or one of
its Wholly-Owned Subsidiaries; (ii) the acquisition of all or substantially all
the assets of any Broadcasting Station; and (iii) any Capital Expenditure or
Investment, in each case reasonably related to the business of selling
advertising time or delivering, transmitting or disseminating entertainment or
information to public viewers or subscribers.

          "RESTRICTED PAYMENT" means, with respect to any Person, without
duplication:  (i) any dividend or other distribution, whether in cash or in
Property or securities, declared or paid on any shares of such Person's Capital
Stock (other than (A) in the case of Citicasters, dividends or distributions
payable solely in shares of Qualified Capital Stock of Citicasters or options,
warrants or other rights to acquire Qualified Capital Stock of Citicasters and
(B) any dividends, distributions or other payments made to Citicasters or a
Wholly-Owned Subsidiary by a Subsidiary), or the making by such Person or any of
its subsidiaries of

                                   Annex - 15



any other distribution in respect of, such Person's Capital Stock or any 
warrants, rights or options to purchase or acquire shares of any class of 
such Capital Stock (other than exchangeable or convertible Indebtedness of 
such person); (ii) the redemption, repurchase, retirement or other 
acquisition for value by such Person or any of its subsidiaries, directly or 
indirectly, of such person's Capital Stock (and, in the case of a Subsidiary, 
Capital Stock of Citicasters) other than Capital Stock owned by Citicasters 
or a Wholly-Owned Subsidiary or any warrants, rights or options to purchase 
or acquire shares of any class of such Capital Stock (other than exchangeable 
or convertible Indebtedness of such Person), and other than, in the case of 
Citicasters, through the issuance in exchange therefor solely of Qualified 
Capital Stock of Citicasters; (iii) any payment to purchase, redeem, defease 
or otherwise acquire or retire for value any Pari Passu Indebtedness or 
Subordinated Indebtedness (other than with the proceeds of Refinancing 
Indebtedness permitted under this Indenture), except in accordance with the 
mandatory redemption or repayment provisions set forth in the original 
documentation governing such Indebtedness, and (iv) any Investment other than 
Permitted Investments.

          "SENIOR INDEBTEDNESS" means and includes all principal of, premium and
interest (including Post-Petition Interest) on and other Obligations with
respect to (i) Indebtedness outstanding under the Bank Credit Agreements and
(ii) any other Indebtedness of Citicasters (other than as otherwise provided in
this definition), whether outstanding on the Issue Date or thereafter Incurred,
other than the Citicasters Securities; PROVIDED, HOWEVER, that the following
shall not constitute Senior Indebtedness:  (A) any Indebtedness which by the
terms of the instrument creating or evidencing the same is PARI PASSU,
subordinated or junior in right of payment to the Citicasters Securities in any
respect, (B) that portion of any Indebtedness Incurred in violation of this
Indenture, (C) any Preferred Stock, or (D) any Indebtedness of Citicasters
(other than Indebtedness outstanding under the Bank Credit Agreements which
qualifies as Designated Senior Debt) which is subordinated to or junior in right
of payment in any respect to any other Indebtedness of Citicasters.  Without
limiting the generality of the foregoing, "Senior Indebtedness" shall include
the principal of, premium, if any, and interest (including Post-Petition
Interest) and all other Obligations of every nature of Citicasters and its
Subsidiaries from time to time in re-

                                   Annex - 16


spect of Indebtedness outstanding under the Bank Credit Agreements which 
qualifies as Designated Senior Debt; PROVIDED, HOWEVER, that any Indebtedness 
under any refinancing, refunding or replacement of the Indebtedness 
outstanding under the Bank Credit Agreements shall not constitute Senior 
Indebtedness to the extent that the Indebtedness thereunder is by it express 
terms subordinate to any other Indebtedness of Citicasters (other than 
Indebtedness outstanding under the Bank Credit Agreements). Notwithstanding 
the foregoing, "Senior Indebtedness" shall not include (1) Indebtedness 
evidenced by Citicasters Securities, (2) Indebtedness which when incurred and 
without respect to any election under Section 1111(b) of Title 11, United 
States Code, is without recourse to Citicasters, (3) any liability for 
foreign, federal, state, local or other taxes owed or owing by Citicasters, 
(4) Indebtedness of Citicasters to the extent such liability constitutes 
Indebtedness to a Subsidiary or any other Affiliate of Citicasters or any of 
such Affiliate's subsidiaries, (5) Indebtedness for the purchase of goods or 
materials in the ordinary course of business or (6) Indebtedness owed by 
Citicasters for compensation to employees or for services.

          "SIGNIFICANT SUBSIDIARY" means, with respect to any Person, any
Subsidiary of such Person that would be (i) a "significant subsidiary" as
defined in (a) or (b) of the definition of that term in Article 1, Rule 1-02 of
Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation
is in effect on the Issue Date or (ii) material to the business, condition
(financial or other), business, operations or prospects of Citicasters and its
Subsidiaries taken as a whole.

          "SUBORDINATED INDEBTEDNESS" means Indebtedness of Citicasters which is
subordinated or junior in right of payment to the Citicasters Securities.

          "SUBSIDIARY" means any corporation, association, partnership, joint
venture or other business entity of which Citicasters and/or any Subsidiary of
Citicasters, directly or indirectly, either (a) in respect of a corporation,
owns or controls more than 50% of the outstanding Capital Stock having ordinary
voting power to elect a majority of the board of directors or similar managing
body, irrespective of whether or not a class or classes shall or might have
voting power by reason of the happening of any contingency, or (b) in respect of
an association, partnership, joint venture

                                   Annex - 17


or other business entity, exercises sufficient control over and/or has a 
sufficiently large interest in, such association, partnership, joint venture 
or other business entity that the operations thereof are, in accordance with 
GAAP, consolidated with those of Citicasters or any Subsidiary.

          "TOTAL INTEREST EXPENSE" of a Person means (i) the total amount of
interest expense (including amortization of original issue discount and noncash
interest payments or accruals and the interest component of any Capital Lease
Obligations but, excluding any intercompany interest owed by any Subsidiary to
any other Subsidiary of such Person), (ii) all fees, commissions, discounts and
other charges of Citicasters and its Subsidiaries with respect to letters of
credit and bankers' acceptances, determined on a consolidated basis in
accordance with GAAP and (iii) the product of (a) the total amount of dividends
declared on Disqualified Capital Stock other than common stock (whether accrued
or paid) of such Person and its consolidated Subsidiaries, times (b) a fraction,
the numerator of which is one and the denominator of which is one minus the then
current combined federal, state and local statutory tax rate of such Person,
expressed as a decimal, in each case, on a consolidated basis and in accordance
with GAAP.

          "WHOLLY-OWNED SUBSIDIARY" means a Subsidiary 100% of the equity
interests in which (however measured) are owned by Citicasters or a Wholly-Owned
Subsidiary of Citicasters or Citicasters and one or more Wholly-Owned
Subsidiaries of Citicasters taken together, except in any case for the minimum
equity interest required to be held by directors, if any, to satisfy the
requirements of any applicable statute requiring that directors own qualifying
shares.

                                   Annex - 18


                                   ARTICLE III
                       REDEMPTIONS AND OFFERS TO PURCHASE


          SECTION 3.1.  NOTICES TO TRUSTEE.

          If Citicasters elects to redeem Citicasters Securities pursuant to
Section 3.7 it shall furnish to the Trustee, at least 10 but not more than 15
days before notice of any redemption is to be mailed to Holders (or such shorter
time as may be satisfactory to the Trustee), an Officers' Certificate stating
that Citicasters has elected to redeem Citicasters Securities pursuant to
Section 3.7, the date notice of redemption is to be mailed to Holders, the
Redemption Date, the aggregate principal amount of Citicasters Securities to be
redeemed, the Redemption Price for such Citicasters Securities, the amount of
accrued and unpaid interest on such Citicasters Securities as of the Redemption
Date and the manner in which Citicasters Securities are to be selected for
redemption if less than all outstanding Citicasters Securities are to be
redeemed.  If the Trustee is not the Registrar, Citicasters shall, concurrently
with delivery of its notice to the Trustee of a redemption, cause the Registrar
to deliver to the Trustee a certificate (upon which the Trustee may rely)
setting forth the name of, and the aggregate principal amount of Citicasters
Securities held by each Holder.

          If Citicasters is required to offer to purchase Citicasters Securities
pursuant to Section 4.12 or 4.13, it shall furnish to the Trustee, at least 5
Business Days before notice of the Offer is to be mailed to Holders, an
Officers' Certificate setting forth that the Offer is being made pursuant to
Section 4.12 or 4.13, as the case may be, the Purchase Date, the maximum
principal amount of Citicasters Securities Citicasters is offering to purchase
pursuant to the Offer, the purchase price for such Citicasters Securities, and
the amount of accrued and unpaid interest on such Citicasters Securities as of
the Purchase Date.

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

                                   Annex - 19



          SECTION 3.2.  SELECTION OF CITICASTERS SECURITIES TO BE REDEEMED OR
PURCHASED.

          If less than all outstanding Citicasters Securities are to be redeemed
or if less than all Citicasters Securities tendered pursuant to an Offer are to
be accepted for payment, Citicasters shall select the outstanding Citicasters
Securities to be redeemed or accepted for payment in compliance with the
requirements of the principal national securities exchange, if any, on which the
Citicasters Securities are listed or, if the Citicasters Securities are not
listed on a securities exchange, on a pro rata basis, by lot or by any other
method that the Trustee deems fair and appropriate; PROVIDED, HOWEVER, that if
any Additional Citicasters Securities are outstanding, such selection shall be
effected in such a manner as to ensure that the ratio of the outstanding
principal amount of the Initial Citicasters Securities and the ratio of the
outstanding principal amount of Additional Citicasters Securities, respectively,
to the sum of the outstanding principal amount of the Initial Citicasters
Securities and Additional Citicasters Securities prior to such selection is
equal to such ratios after such selection.  If Citicasters elects to mail notice
of a redemption to Holders, the Trustee shall, at least 5 days prior to the date
notice of redemption is to be mailed, (i) select the Citicasters Securities to
be redeemed from Citicasters Securities outstanding not previously called for
redemption, and (ii) promptly notify Citicasters of the names of each Holder of
Citicasters Securities selected for redemption, the principal amount of
Citicasters Securities held by each such Holder and the principal amount of such
Holder's Citicasters Securities that are to be redeemed.  If less than all
Citicasters Securities tendered pursuant to an Offer are to be accepted for
payment, the Trustee shall select on or prior to the Purchase Date for such
Offer the Citicasters Securities to be accepted for payment; PROVIDED, HOWEVER,
that if any Additional Citicasters Securities are outstanding, such selection
shall be effected in such a manner as to ensure that the ratio of the
outstanding principal amount of the Initial Citicasters Securities and the ratio
of the outstanding principal amount of Additional Citicasters Securities,
respectively, to the sum of the outstanding principal amount of the Initial
Citicasters Securities and Additional Citicasters Securities prior to such
selection is equal to such ratios after such selection.  The Trustee shall
select for redemption or purchase Citicasters Securities or por-

                                   Annex - 20



tions of Citicasters Securities in principal amounts of $1,000 or integral 
multiples of $1,000; except that if all of the Citicasters Securities of a 
Holder are selected for redemption or purchase, the aggregate principal 
amount of the Citicasters Securities held by such Holder, even if not a 
multiple of $1,000, may be redeemed or purchased.  Except as provided in the 
preceding sentence, provisions of this Indenture that apply to Citicasters 
Securities called for redemption or tendered pursuant to an Offer also apply 
to portions of Citicasters Securities called for redemption or tendered 
pursuant to an Offer.

          SECTION 3.3.  NOTICE OF REDEMPTION.

               (a)  At least 30 days but not more than 60 days before any
Redemption Date, Citicasters shall mail by first class mail to each such
Holder's registered address a notice of redemption to each Holder of Citicasters
Securities or portions thereof that are to be redeemed.  With respect to any
redemption of Citicasters Securities, the notice shall identify the Citicasters
Securities or portions thereof to be redeemed and shall state:  (1) the
Redemption Date; (2) the Redemption Price for the Citicasters Securities and the
amount of unpaid and accrued interest on such Citicasters Securities as of the
date of redemption; (3) if any Note is being redeemed in part, the portion of
the principal amount of such Note to be redeemed and that, after the Redemption
Date, upon surrender of such Note, a new Note or Citicasters Securities in
principal amount equal to the unredeemed portion will be issued; (4) the name
and address of the Paying Agent; (5) that Citicasters Securities called for
redemption must be surrendered to the Paying Agent to collect the Redemption
Price for, and any accrued and unpaid interest on, such Citicasters Securities;
(6) that, unless Citicasters defaults in making such redemption payment,
interest on Citicasters Securities called for redemption ceases to accrue on and
after the Redemption Date and the only remaining right of the Holders of such
Citicasters Securities is to receive payment of the Redemption Price upon
surrender to the Paying Agent of the Citicasters Securities redeemed; and (7) if
fewer than all the Citicasters Securities are to be redeemed, the identification
of the particular Citicasters Securities (or portion thereof) to be redeemed, as
well as the aggregate principal amount of Citicasters Securities to be redeemed
and the aggregate principal amount of Citicasters Securities to be outstanding
after such partial redemption.

                                   Annex - 21


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

          SECTION 3.4.  EFFECT OF NOTICE OF REDEMPTION.

          Once notice of redemption is mailed to the Holders, Citicasters
Securities called for redemption become due and payable on the Redemption Date
at the Redemption Price.  Upon surrender to the Trustee or the Paying Agent, the
Citicasters Securities called for redemption shall be paid at the Redemption
Price.

          SECTION 3.5.  DEPOSIT OF REDEMPTION PRICE.

               (a)  On or prior to any Redemption Date, Citicasters shall
deposit with the Paying Agent money sufficient to pay the Redemption Price of,
and accrued interest on, all Citicasters Securities to be redeemed on that date.
After any Redemption Date, the Trustee or the Paying Agent shall promptly return
to Citicasters any money that Citicasters deposited with the Trustee or the
Paying Agent in excess of the amounts necessary to pay the Redemption Price of,
and accrued interest on, all Citicasters Securities to be redeemed.

               (b)  If Citicasters complies with the preceding paragraph, unless
Citicasters defaults in the payment of such Redemption Price interest on the
Citicasters Securities

                                   Annex - 22


to be redeemed will cease to accrue on such Citicasters Securities on the 
applicable Redemption Date, whether or not such Citicasters Securities are 
presented for payment. If a Note is redeemed on or after an interest record 
date but on or prior to the related interest payment date, then any accrued 
and unpaid interest shall be paid to the Person in whose name such Note was 
registered at the close of business on such record date.  If any Note called 
for redemption shall not be so paid upon surrender for redemption because of 
the failure of Citicasters to comply with the preceding paragraph, interest 
will be paid on the unpaid principal, premium, if any, and interest from the 
redemption date until such principal, premium and interest is paid, at the 
rate of interest provided in the Citicasters Securities and Section 4.1.

          SECTION 3.6.  CITICASTERS SECURITIES REDEEMED IN PART.

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

          SECTION 3.7.  OPTIONAL REDEMPTION.

               (a)  Except as otherwise provided in this Section 3.7 or in
paragraph (b) of the Citicasters Securities Asset Sale Offer with respect to the
New World Station Sale, the Citicasters Securities may not be redeemed at the
option of Citicasters prior to February 15, 1999.  Thereafter, the Citicasters
Securities will be subject to redemption at the option of Citicasters, in whole
or in part, at the Redemption Prices (expressed as percentages of the principal
amount of the Citicasters Securities) set forth below, plus any accrued and
unpaid interest to the Redemption Date, if redeemed during the twelve-month
period beginning on February 15 of the years indicated below:

     Year                                         Percentage
     ----                                         ----------
     1999 . . . . . . . . . . . . . . . . . . .    104.875%
     2000 . . . . . . . . . . . . . . . . . . .    103.250%
     2001 . . . . . . . . . . . . . . . . . . .    101.625%
     2002 and thereafter. . . . . . . . . . . .    100.000%

                                   Annex - 23


          Notwithstanding the foregoing, up to 25% in aggregate principal amount
of Citicasters Securities originally issued under this Indenture will be
redeemable from time to time prior to December 31, 1996, at the option of
Citicasters, from the Net Proceeds of one or more Public Offerings of
Citicasters at a Redemption Price equal to 108.75% of the principal amount
thereof, together with accrued and unpaid interest to the date of redemption;
provided, however, that any such redemption shall be permitted only if and to
the extent that, after giving effect thereto and to any simultaneous redemptions
pursuant to Section 3.7(b) or Section 3.7(c), at least $75,000,000 in principal
amount of Initial Citicasters Securities will remain outstanding.

               (b)  Prior to February 15, 1999, the Citicasters Securities will
be subject to redemption (a "Change of Control Redemption") at the option of
Citicasters, in whole or in part, at any tune within 180 days after the later of
(i) a Change of Control Trigger Date, and (ii) the completion of an Offer made
as a result of a Change of Control, at a redemption price equal to the sum of
(A) the principal amount thereof, plus (B) accrued and unpaid interest to the
redemption date, plus (C) the Applicable Premium; PROVIDED, HOWEVER, that a
Change of Control Redemption shall be permitted only if and to the extent that,
after giving effect thereto and to any simultaneous redemptions pursuant to the
last sentence of Section 3.7(a) or Section 3.7(c), at least $75,000,000 in
principal amount of Citicasters Securities will remain outstanding, unless such
Change of Control Redemption is for all outstanding Citicasters Securities.

               (c)  Prior to December 31, 1996 the Citicasters Securities will
be subject to redemption (an "Asset Sale Redemption") at the option of
Citicasters, in whole or in part, following an Asset Sale, other than a
Permitted Television Station Sale, in connection with an Asset Sale Payment;
provided that an Asset Sale Redemption may be made by Citicasters only if, and
to the extent that, each of the following conditions is satisfied; (i) only two
Asset Sale Redemptions will be permitted under this Indenture; (ii) the maximum
aggregate principal amount of Citicasters Securities to be redeemed pursuant to
an Asset Sale Redemption will be limited to that amount which is necessary to
make the ratio set forth in paragraph (c) under the definition of Citicasters
Securities Asset Sale Offer,

                                   Annex - 24


given the amount of the proposed Asset Sale Payment, equal to (but not more 
or less than) 4.5:1; and (iii) after giving effect to the proposed Asset Sale 
Redemption and to any simultaneous redemptions pursuant to the last sentence 
of Section 3.7(a) or Section 3.7(b), at least $75,000,000 in principal amount 
of Initial Citicasters Securities will remain outstanding. In the event of an 
Asset Sale Redemption, the Citicasters Securities will be redeemable at the 
Redemption Prices (expressed as percentages of the principal amount of the 
Citicasters Securities) set forth below, plus any accrued and unpaid interest 
to the date of redemption, if redeemed during the periods indicated below.

     Period                                        Percentage
     ------                                        ----------
     February 15, 1994 to July 31, 1994 . . . . .    102.00%
     August 1, 1994 to February 14, 1995  . . . .    103.00%
     February 15, 1995 to December 31, 1996 . . .    108.75%

          SECTION 3.8.  MANDATORY OFFERS.

               (a)  Within 60 days after any Change of Control Trigger Date, or
within 10 Business Days after any Asset Sale Trigger Date, Citicasters shall
mail a notice to each Holder (with a copy to the Trustee) containing all
instructions and materials necessary to enable such Holders to tender
Citicasters Securities pursuant to the Offer and stating:  (1) that an Offer is
being made pursuant to a Change of Control Offer or pursuant to the definition
of Citicasters Securities Asset Sale Offer, as the case may be, the length of
time the Offer shall remain open, and the maximum aggregate principal amount of
Citicasters Securities that Citicasters is required to purchase pursuant to such
Offer (2) the purchase price for the Citicasters Securities, the amount of
accrued and unpaid interest on such Citicasters Securities as of the purchase
date, and the purchase date (which shall be no earlier than 30 days nor later
than 40 days from the date such notice is mailed (the "Purchase Date"); (3) that
any Note not tendered will continue to accrue interest if interest is then
accruing; (4) that, unless Citicasters fails to deposit with the Paying Agent on
the Purchase Date an amount sufficient to purchase all Citicasters Securities
accepted for payment, interest shall cease to accrue on such Citicasters
Securities after the Purchase Date; (5) that Holders electing to tender any Note
or portion thereof will be required to surrender their Note, with a form
entitled "Option of Holder to Elect Pur-

                                   Annex - 25


chase" completed, to the Paying Agent at the address specified in the notice 
prior to the close of business on the Business Day preceding the Purchase 
Date, PROVIDED that Holders electing to tender only a portion of any Note 
must tender a principal amount of $1,000 or integral multiples thereof; (6) 
that Holders will be entitled to withdraw their election to tender 
Citicasters Securities if the Paying Agent receives, not later than the close 
of business on the second Business Day preceding the Purchase Date, a 
telegram, telex, facsimile transmission or letter setting forth the name of 
the Holder, the principal amount of Citicasters Securities delivered for 
purchase, and a statement that such Holder is withdrawing his election to 
have such Note purchased; (7) that Holders whose Citicasters Securities are 
accepted for payment in part will be issued new Citicasters Securities equal 
in principal amount to the unpurchased portion of Citicasters Securities 
surrendered, PROVIDED that only Citicasters Securities in a principal amount 
of $1,000 or integral multiples thereof will be accepted for payment in part 
and (8) if the Offer is made with respect to a Change of Control, the 
circumstances and relevant facts regarding such Change of Control.

               (b)  Notwithstanding anything in this Section 3.8 to the
contrary, Citicasters shall not be required to commence an Offer as a result of
a Change of Control if, within thirty (30) days of the Change of Control Trigger
Date, Citicasters notifies the Holders that all outstanding Citicasters
Securities will be redeemed pursuant to a Change of Control Redemption.

               (c)  Subject to the provisions of Article 10, on the Purchase
Date for any Offer, Citicasters will (i) in the case of an Offer resulting from
a Change of Control, accept for payment all Citicasters Securities or portions
thereof tendered pursuant to such Offer and, in the case of an Offer resulting
from one or more Asset Sales, accept for payment the maximum principal amount of
Citicasters Securities or portions thereof tendered pursuant to such Offer that
can be purchased out of Excess Proceeds from such Asset Sales, (ii) deposit with
the Paying Agent the aggregate purchase price of all Citicasters Securities or
portions thereof accepted for payment and any accrued and unpaid interest on
such Citicasters Securities as of the Purchase Date, and (iii) deliver, or cause
to be delivered, to the Trustee all Citicasters Securities tendered pursuant to
the Offer, together with an Officers' Certificate setting forth

                                   Annex - 26


the name of each Holder of the tendered Citicasters Securities and the 
principal amount of the Citicasters Securities or portions thereof tendered 
by each such Holder. For purposes of this Section 3.8, the Trustee shall act 
as the Paying Agent.

               (d)  With respect to any Offer, (i) if less than all of the
Citicasters Securities tendered pursuant to an Offer are to be accepted for
payment by Citicasters for any reason, Citicasters and the Trustee shall select
on or prior to the Purchase Date the Citicasters Securities or portions thereof
to be accepted for payment pursuant to Section 3.2; PROVIDED, HOWEVER, that if
any Additional Citicasters Securities are outstanding, such selection shall be
effected in such a manner as to ensure that the ratio of the outstanding
principal amount of the Initial Citicasters Securities and the ratio of the
outstanding principal amount of Additional Citicasters Securities, respectively,
to the sum of the outstanding principal amount of the Initial Citicasters
Securities and Additional Citicasters Securities prior to such selection is
equal to such ratios after such selection, and (ii) if Citicasters deposits with
the Paying Agent on or prior to the Purchase Date an amount sufficient to
purchase all Citicasters Securities accepted for payment, interest shall cease
to accrue on such Citicasters Securities on the Purchase Date; PROVIDED,
HOWEVER, that if Citicasters fails to deposit an amount sufficient to purchase
all Citicasters Securities -accepted for payment, the deposited funds shall be
used to purchase on a pro rata basis all Citicasters Securities accepted for
payment and interest shall continue to accrue on all Citicasters Securities not
purchased.

               (e)  Subject to the provisions of Article 10, promptly after the
Purchase Date with respect to an Offer, (i) the Paying Agent shall mail to each
Holder of Citicasters Securities or portions thereof accepted for payment an
amount equal to the purchase price for, plus any accrued and unpaid interest on,
such Citicasters Securities, (ii) with respect to any tendered Note not accepted
for payment in whole or in part, the Trustee shall return such Note to the
Holder thereof, and (iii) with respect to any Note accepted for payment in part,
the Trustee shall authenticate and mail to each such Holder a new Note equal in
principal amount to the unpurchased portion of the tendered Note.

                                   Annex - 27


               (f)  Citicasters will (i) publicly announce the results of the
Offer on or as soon as practicable after the Purchase Date, and (ii) comply with
Rule 14e-1 under the Exchange Act and any other securities laws and regulations
to the extent such laws and regulations are applicable to any Offer.


                                   ARTICLE IV
                               SELECTED COVENANTS

                                    *   *   *

          SECTION 4.5.  LIMITATION ON RESTRICTED PAYMENTS.

               (a)  Citicasters shall not, and shall not permit any Subsidiary
to, directly or indirectly, make any Restricted Payment, except (1) dividends,
payments or other distributions with respect of any Capital Stock by any
Subsidiary to Citicasters or any Wholly owned Subsidiary of Citicasters, (2)
repurchases, redemptions, retirements or acquisitions of Capital Stock by a
Wholly owned Subsidiary of Citicasters from Citicasters or another Wholly owned
Subsidiary of Citicasters, (3) payments, prepayments, repurchases, redemptions
and acquisitions permitted under Section 4.7 with respect to Indebtedness not
incurred in violation of Section, 4.7, and (4) Restricted Payments by
Citicasters if (i) at the time of and after giving effect to the proposed
Restricted Payment no Default or Event of Default shall have occurred and be
continuing or would occur as a consequence thereof, (ii) at the time of and
immediately after giving effect to the proposed Restricted Payment, Citicasters
could Incur at least $1.00 of additional Indebtedness pursuant to Section 4.7(b)
and (iii) at the time of and immediately after giving effect to the proposed
Restricted Payment (the value of any such payment if other than cash, as
determined by the Board of Directors, whose determination shall be conclusive
and evidenced by a Board Resolution, PROVIDED that in the event such value
exceeds $3 million such determination shall be supported by a fairness opinion
of an Independent Financial Advisor) the aggregate amount of all Restricted
Payments (excluding all payments, investments, redemptions, repurchases,
retirements and other acquisitions described in clause (ii) of Section 4.5(b))
declared or made after the Issue Date does not exceed an amount equal to the sum
of (A) Cumulative Operating Cash Flow of Citicasters and its Subsidiaries less
1.4 times

                                   Annex - 28


Cumulative Total Interest Expense of Citicasters and its Subsidiaries,
plus (B) an amount equal to 100% of the aggregate Qualified Capital Stock
Proceeds received by Citicasters from the issuance and sale (other than to a
Subsidiary of Citicasters) of Qualified Capital Stock to the extent that such
proceeds are not used to redeem, repurchase, return or otherwise acquire Capital
Stock or any Indebtedness of Citicasters or any Subsidiary pursuant to clause
(ii) of Section 4.5(b) and (C) $5,000,000.

               (b)  Notwithstanding Section 4.5(a), the following Restricted
Payments may be made:  (i) the payment of any dividend within 60 days after the
date of declaration thereof, if at said date of declaration such payment would
have complied with the provisions of this Indenture; (ii) the redemption,
repurchase, retirement or other acquisition for value of any Capital Stock or
any Indebtedness of Citicasters or any Subsidiary in exchange for, or out of the
Qualified Capital Stock Proceeds of, the substantially concurrent sale (other
than to Citicasters or a Subsidiary of Citicasters) of Qualified Capital Stock
of Citicasters; and (iii) the redemption of Citicasters Securities under the
circumstances provided in Article 3 and pursuant to a Change of Control Offer
and a Citicaster Securities Asset Sale Offer.

                                    *   *   *

          SECTION 4.7.  LIMITATION ON INDEBTEDNESS.

               (a)  Except as set forth in this Section 4.7, Citicasters shall
not, and shall not permit any Subsidiary, after the Issue Date, directly or
indirectly, to Incur any Indebtedness (including Acquired Indebtedness and under
any Additional Note).  For purposes of this Indenture, Indebtedness of any
Acquired Person that is not a Subsidiary, which Indebtedness is outstanding at
the time such Person is acquired by Citicasters or a Subsidiary or becomes, or
is merged into or consolidated with, a Subsidiary, shall be deemed to have been
Incurred by Citicasters at the time such Acquired Person becomes, or is merged
into or consolidated with, a Subsidiary.

               (b)  Notwithstanding Section 4.7(a) and in addition to
Indebtedness permitted to be Incurred under Section 4.7(c), Citicasters (subject
to the limitations set forth in Section 4.15) or any Subsidiary may Incur
Indebted-

                                   Annex - 29


ness if (i) no Default or Event of Default shall have occurred and be
continuing at the time or as a consequence of the Incurrence of such
Indebtedness and (ii) on the date of the Incurrence of such Indebtedness, the
Debt to Operating Cash Flow Ratio of Citicasters and its Subsidiaries at the
time of such Incurrence, after giving pro forma effect thereto, is 7.0:1 or
less.

               (c)  Notwithstanding Section 4.7(a) and in addition to
Indebtedness permitted to be Incurred under Section 4.7(b), Citicasters and its
Subsidiaries may Incur any of the following Indebtedness:

                    (i)  Designated Senior Debt;

                    (ii)  Indebtedness evidenced by the Initial Citicasters
     Securities;

                    (iii)  Indebtedness to any Wholly owned Subsidiary of
     Citicasters or Indebtedness of any Subsidiary to Citicasters (provided that
     such Indebtedness is at all times held by Citicasters or a Wholly owned
     Subsidiary of Citicasters); PROVIDED, HOWEVER, that for purposes of this
     Section 4.7, upon either (A) the transfer or other disposition by any such
     Wholly owned Subsidiary of any Indebtedness so permitted to a Person other
     than Citicasters or another Wholly owned Subsidiary of Citicasters or (B)
     the issuance, sale, lease, transfer or other disposition of shares of
     Capital Stock (including by consolidation or merger) of such Wholly owned
     Subsidiary to a Person other than Citicasters or another such Wholly owned
     Subsidiary, the provisions of this clause (iii) shall no longer be
     applicable to such Indebtedness and such Indebtedness shall be deemed to
     have been Incurred by Citicasters at the time of such transfer or other
     disposition;

                    (iv)  Refinancing Indebtedness with respect to Indebtedness
     that was Incurred prior to the Issue Date or, if incurred after the Issue
     Date, was Incurred in compliance with the provisions of this Indenture;
     PROVIDED, HOWEVER, that (A) the principal amount of such Refinancing
     Indebtedness shall not exceed the principal amount (or accreted value, in
     the case of Indebtedness issued at a discount) of the Indebtedness so
     extended, refinanced, renewed, replaced, substituted, defeased or refunded
     (plus the amount of

                                   Annex - 30


     fees, costs and expenses incurred and the amount of any premium, 
     penalties, breakage costs and other similar amounts required to be
     paid in connection with such refinancing pursuant to the terms of the
     instrument governing the Indebtedness so extended, refinanced, renewed,
     replaced, substituted, defeased or refunded or the amount of any premium
     reasonably determined by Citicasters as necessary to accomplish a
     refinancing by means of a tender offer or privately negotiated repurchase,
     which determination shall be supported by a fairness opinion from an
     Independent Financial Advisor, plus the fees, costs and expenses of such
     tender offer or repurchase); and (B) the Refinancing Indebtedness shall (1)
     have 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; (2) not
     have a final scheduled maturity earlier than the final scheduled maturity
     of the Indebtedness being extended, refinanced, replaced, renewed,
     substituted, defeased or refunded; (3) not permit redemption at the option
     of the holder earlier than the earliest date of redemption at the option of
     the holder of the Indebtedness being extended, refinanced, replaced,
     renewed, substituted, defeased or refunded; and (4) rank no more senior or
     be at least as subordinated, as the case may be, in right of payment to the
     Citicasters Securities as the Indebtedness being extended, refinanced,
     replaced, renewed, substituted, defeased or refunded; PROVIDED, FURTHER,
     that the limitations contained in this clause (iv) shall not preclude
     Citicasters or any of its Subsidiaries from Incurring additional
     Indebtedness permitted to be Incurred at the time under Section 4.7(b) or
     any other clause of this Section 4.7(c), notwithstanding that such
     additional Indebtedness would fall within the definition of "Refinancing
     Indebtedness";

                    (v)  With respect to Citicasters, Guarantees of obligations
     under existing Investments in The Theme Park Partnership, an Australian
     partnership, up to an aggregate amount not exceeding 4,033,125 Dollars
     (Australian);

                    (vi)  Indebtedness with respect to Interest Rate or Currency
     Protection Agreements; and

                                   Annex - 31


                    (vii)  Indebtedness not otherwise permitted to be Incurred
     pursuant to clauses (i) through (vi) above which, together with any other
     outstanding Indebtedness Incurred pursuant to this clause (vii), has an
     aggregate principal amount not in excess of $25,000,000 at any one time
     outstanding (plus Obligations for related payments for early termination,
     interest, fees, expenses and indemnities and other similar amounts payable
     thereunder or in connection therewith).

                                    *   *   *

                                   ARTICLE VI
                              DEFAULTS AND REMEDIES

          SECTION 6.1.   EVENTS OF DEFAULT

               (a)  Each of the following constitutes an "Event of Default":
(i) default for 30 days in the payment when due of interest on any Citicasters
Securities (whether or not prohibited by the subordination provisions of this
Indenture); (ii) default in the payment when due, whether at maturity,upon
acceleration, redemption or otherwise, of principal on any Citicasters
Securities (whether or not prohibited by the subordination provisions of this
Indenture); (iii) failure by Citicasters for 30 days after receipt of notice
from the Trustee or Holders of at least 25% of the principal amount of the
outstanding Citicasters Securities to comply with any other provisions of this
Indenture or any Citicasters Securities; (iv) default under any mortgage,
indenture or instrument under which there may be Incurred or by which there may
be secured or evidenced any Indebtedness for money borrowed by Citicasters or
any of its Subsidiaries (or the payment of which is guaranteed by Citicasters or
any of its Subsidiaries) whether such Indebtedness now exists, or is created
after the Issue Date if (A) such default results in the acceleration of such
Indebtedness prior to its express maturity or shall constitute a default in the
payment of such Indebtedness at final maturity of such Indebtedness, and (B) the
principal amount of any such Indebtedness that has been accelerated or not paid
at maturity, when added to the aggregate principal amount of all other such
Indebtedness that has been accelerated or not paid at maturity, exceeds
$10,000,000; (v) failure by Citicasters or any of its Significant Subsidiaries
to pay final judgments, the uninsured portion of which exceeds 

                                   Annex - 32


$10,000,000, which judgments are not paid, discharged, bonded or stayed for a 
period of 60 days after the date of entry thereof, (vi) if under any 
Bankruptcy Law, (A) Citicasters or any Significant Subsidiary commences a 
voluntary case, consents to the entry of an order for relief against it in an 
involuntary case, consents to the appointment of a Custodian of it or for all 
or substantially all of its property, or makes a general assignment for the 
benefit of its creditors, or (B) a court of competent jurisdiction enters an 
order or decree, and such order or decree remains unstated and in effect for 
60 days, that is for relief against Citicasters or any Significant Subsidiary 
in an involuntary case, appoints a Custodian of Citicasters or any 
Significant Subsidiary, or orders the liquidation of Citicasters or any 
Significant Subsidiary; and (vii) any of the Applicable Documents shall 
cease, for any reason, to be in full force and effect in any material 
respect, except as a result of an amendment, waiver or termination thereof as 
contemplated or permitted hereby or Citicasters shall so assert in writing.

                                   Annex - 33

EX-5.1

                                                                    EXHIBIT 5.1

                     [GRAYDON, HEAD & RITCHEY LETTERHEAD]


                                December 12, 1996


Jacor Communications, Inc.
1300 PNC Center
201 East Fifth Street
Cincinnati, Ohio 45202

     Re:  Offering of $150,000,000 Aggregate Principal Amount of
          Senior Subordinated Notes due 2006 by Jacor Communications
          Company Pursuant to Registration Statement on Form S-3, 
          File No. 333-16469, Filed with the Securities and 
          Exchange Commission
          ----------------------------------------------------------

Ladies and Gentlemen:

     We have acted as counsel to Jacor Communications, Inc. ("Company"), a 
Delaware corporation, Jacor Communications Company, a Florida corporation and 
wholly-owned subsidiary of the Company ("JCC") and the Subsidiary Guarantors 
(as defined in the Registration Statement) in connection with the offering by 
JCC of its $150,000,000 Aggregate Principal Amount Senior Subordinated Notes 
due 2006 (the "Notes"), as fully and unconditionally guaranteed by the 
Company and the Subsidiary Guarantors on a senior subordinated basis (the 
"Guarantees"), all of which Notes are being sold by JCC as set forth on the 
Form S-3 Registration Statement, File No. 333-16469, as amended, as filed by 
JCC, the Company and the Subsidiary Guarantors with the Securities and 
Exchange Commission.

     As counsel for the Company, JCC and the Subsidiary Guarantors we have 
made such legal and factual examinations and inquiries as we deem advisable 
for the purpose of rendering this opinion. In addition, we have examined such 
documents and materials, including the Company's Certificate of 
Incorporation, as amended, the Company's Bylaws, as amended, JCC's Articles 
of Incorporation, JCC's Bylaws, the Subsidiary Guarantors' Articles or 
Certificates of Incorporation, the Subsidiary Guarantors' Bylaws or Codes of 
Regulations, and other corporate records of the Company, JCC and the 
Subsidiary Guarantors, as we have deemed necessary for the purpose of this 
opinion.

     On the basis of the foregoing, we express the following opinions:

     (i) the Notes, when authenticated in accordance with the terms of the 
indenture (the "Indenture") to be entered into among JCC, the Company,
the Subsidiary Guarantors and The Bank of New York, as trustee, a copy of which
is filed as an exhibit to



Jacor Communications, Inc.
December 12, 1996
Page 2


the Registration Statement, and delivered and paid for as contemplated by the 
Registration Statement, will constitute a valid and binding obligation of 
JCC, enforceable against JCC in accordance with its terms and entitled to the 
benefits of the Indenture, subject to applicable bankruptcy, insolvency, 
fraudulent conveyance, reorganization, moratorium and similar laws affecting 
creditors' rights and remedies generally and to general principles of equity 
(regardless of whether enforcement is sought in a proceeding at law or in 
equity) and except to the extent that a waiver of rights under any usury laws 
may be unenforceable; and

     (ii) the Guarantees, when issued by the Company and the Subsidiary
Guarantors upon the authentication and delivery of the Notes, will constitute
a valid and binding obligation of the Company and the Subsidiary Guarantors,
enforceable against the Company and the Subsidiary Guarantors in accordance
with their terms, subject to applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and similar laws affecting creditors'
rights and remedies generally and to general principles of equity (regardless
of whether enforcement is sought in a proceeding at law or in equity) and
except to the extent that a waiver of rights under any usury laws may be
unenforceable.

     We hereby consent to the filing of this opinion as part of the 
above-referenced Registration Statement and amendments thereto and to the 
reference to our firm in both the preliminary and final Prospectus under the 
caption "Legal Matters."

                                       Very truly yours,

                                       GRAYDON, HEAD & RITCHEY


                                       By: /s/ Richard G. Schmalzl
                                           ___________________________________
                                           Richard G. Schmalzl

EX-23.1

                                                                    EXHIBIT 23.1
 
                       CONSENT OF INDEPENDENT ACCOUNTANTS
 
   
    We  consent to the incorporation by reference in this registration statement
of Jacor Communications,  Inc. on Form  S-3 (File No.  333-16469) of our  report
dated  February 12, 1996, except for Note 14,  as to which the date is March 13,
1996,  on  our  audits  of  the  consolidated  financial  statements  of   Jacor
Communications,  Inc. as of December 31, 1995 and 1994 and for each of the three
years in the period ended December 31, 1995. We also consent to the reference to
our firm under the caption "Experts."
    
 
                                          COOPERS & LYBRAND L.L.P.
 
Cincinnati, Ohio
   
December 11, 1996
    

EX-23.2

                                                                    EXHIBIT 23.2
 
                        CONSENT OF INDEPENDENT AUDITORS
 
   
    We  consent to  the reference  to our  firm under  the caption  "Experts" in
Amendment No.  2  to the  Registration  Statement (Form  S-3,  Registration  No.
333-16469)  and  related  Prospectus  of  Jacor  Communications,  Inc.  for  the
registration of $150.0 million of its      % Senior Subordinated Notes due  2006
and  to the incorporation  by reference of  our report dated  February 23, 1996,
with respect  to  the  consolidated financial  statements  of  Citicasters  Inc.
included  in its Annual Report (Form 10-K) for the year ended December 31, 1995,
filed with the Securities and Exchange Commission.
    
 
                                          ERNST & YOUNG LLP
 
Cincinnati, Ohio
   
December 11, 1996
    

EX-23.3

                                                                    EXHIBIT 23.3
 
                       CONSENT OF INDEPENDENT ACCOUNTANTS
 
    We  hereby  consent  to the  incorporation  by reference  in  the Prospectus
constituting  part  of  this  Registration  Statement  on  Form  S-3  of   Jacor
Communications,  Inc.  of  our  report  dated March  21,  1996  relating  to the
consolidated financial statements of Noble  Broadcast Group, Inc. (which  report
includes   an  explanatory  paragraph  regarding  Jacor  Communications,  Inc.'s
agreement to purchase Noble  Broadcast Group, Inc.) which  appears on page 3  of
Jacor  Communications, Inc.'s Current Report on Form 8-K dated March 6, 1996, as
amended on  May 23,  1996. We  also consent  to the  reference to  us under  the
heading "Experts" in such Prospectus.
 
PRICE WATERHOUSE LLP
 
San Diego, California
   
December 11, 1996
    

EX-24.2

                                  POWER OF ATTORNEY

    KNOW ALL PERSONS BY THESE PRESENTS, that John W. Alexander hereby
constitutes and appoints R. Christopher Weber and Jon M. Berry, or either of
them, as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments (including post-effective
amendments) to Registration Statement No. 333-16469 (and to any Registration
Statement filed pursuant to Rule 462 under the Securities Act), and to file the
same, with all exhibits thereto, and all documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the foregoing, as fully as to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

    Pursuant to the requirements of the Securities Act of 1933, as amended,
this Power of Attorney has been signed on December 12, 1996 by John W.
Alexander in the capacity and for the entity indicated.




                                    /s/ John W. Alexander
                                  --------------------------------
                                  John W. Alexander
                                  DIRECTOR
                                  of Jacor Communications, Inc.

EX-24.3

                                  POWER OF ATTORNEY

    KNOW ALL PERSONS BY THESE PRESENTS, that Marc Lasry hereby constitutes and
appoints R. Christopher Weber and Jon M. Berry, or either of them, as his true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to Registration Statement No. 333-16469 (and to any Registration Statement filed
pursuant to Rule 462 under the Securities Act), and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the foregoing, as fully as to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933, as amended,
this Power of Attorney has been signed on December 10, 1996 by Marc Lasry in
the capacity and for the entity indicated.



                                    /s/ Marc Lasry
                                  ------------------------------------
                                  Marc Lasry
                                  DIRECTOR
                                  of Jacor Communications, Inc.

EX-24.5

                                  POWER OF ATTORNEY

    KNOW ALL PERSONS BY THESE PRESENTS, that Randy Michaels hereby constitutes
and appoints R. Christopher Weber and Jon M. Berry, or either of them, as his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to Registration Statement No. 333-16469 (and to any Registration Statement filed
pursuant to Rule 462 under the Securities Act), and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the foregoing, as fully as to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933, as amended,
this Power of Attorney has been signed on December 12, 1996 by Randy Michaels
in the capacities and for the entities indicated.




                                    /s/ Randy Michaels
                                  -------------------------------------------
                                  Randy Michaels
                                  PRESIDENT
                                  of the entities set forth on the attached
                                  Schedule 1
                                  and
                                  DIRECTOR
                                  of the entities set forth on the attached
                                  Schedule 2



                                      SCHEDULE 1

                            Jacor Broadcasting Corporation
                               Broadcast Finance, Inc.
                         Jacor Broadcasting of Florida, Inc.
                         Jacor Broadcasting of Atlanta, Inc.
                         Jacor Broadcasting of Colorado, Inc.
                        Jacor Broadcasting of Lexington, Inc.
                        Jacor Broadcasting of Knoxville, Inc.
                        Jacor Broadcasting of Tampa Bay, Inc.
                                  Jacor Cable, Inc.
                           Georgia Network Equipment, Inc.
                        Jacor Broadcasting of San Diego, Inc.
                        Jacor Broadcasting of St. Louis, Inc.
                         Jacor Broadcasting of Sarasota, Inc.
                          Jacor Broadcasting of Idaho, Inc.
                          Inmobiliaria Radial, S.A. de C.V.
                           Jacor Broadcasting of Iowa, Inc.
                             Noble Broadcast Group, Inc.
                          Noble Broadcast of Colorado, Inc.
                          Noble Broadcast of San Diego, Inc.
                          Noble Broadcast of St. Louis, Inc.
                           Noble Broadcast of Toledo, Inc.
                              Nova Marketing Group, Inc.
                            Noble Broadcast Licenses, Inc.
                            Noble Broadcast Holdings, Inc.
                           Sports Radio Broadcasting, Inc.
                                     Nobro, S.C.
                                  Sports Radio, Inc.
                             Noble Broadcast Center, Inc.
                                   Citicasters Co.
                                   GACC-N26LB, Inc.
                                    GACC-340, Inc.
                                Cine Guarantors, Inc.
                     Great American Television Productions, Inc.
                               Cine Guarantors II, Inc.
                       Great American Merchandising Group, Inc.
                          Taft-TCI Satellite Services, Inc.
                                   Cine Films, Inc.
                         The Sy Fischer Company Agency, Inc.
                              Location Productions, Inc.
                            Location Productions II, Inc.
                                   VTTV Productions
                                      WHOK, Inc.
                           Cine Mobile Systems Int'l. N.V.
                               Cine Movil S.A. de C.V.
                              F.M.I. Pennsylvania, Inc.
                               Cine Guarantors II, Ltd.



                                      SCHEDULE 2

                         Jacor Broadcasting of Florida, Inc.
                          Inmobiliaria Radial, S.A. de C.V.
                                     Nobro, S.C.

EX-24.6

                        POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that Jon M. Berry hereby constitutes
and appoints R. Christopher Weber as his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to Registration Statement No. 333-16469
(and to any Registration Statement filed pursuant to Rule 462 under the
Securities Act), and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully as to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Power of Attorney has been signed on December 12, 1996 by Jon M. Berry
in the capacities and for the entities indicated.



                                   /s/   Jon M. Berry
                                   ------------------------------------------
                                   Jon M. Berry
                                   SENIOR VICE PRESIDENT AND TREASURER
                                   of the entities set forth on the attached
                                   Schedule 1,
                                   SECRETARY
                                   of the entities set forth on the attached
                                   Schedule 2
                                   and
                                   DIRECTOR
                                   of the entities set forth on the attached
                                   Schedule 3




                            SCHEDULE 1

                  Jacor Broadcasting Corporation
                     Broadcast Finance, Inc.
               Jacor Broadcasting of Florida, Inc.
               Jacor Broadcasting of Atlanta, Inc.
               Jacor Broadcasting of Colorado, Inc.
              Jacor Broadcasting of Lexington, Inc.
              Jacor Broadcasting of Knoxville, Inc.
              Jacor Broadcasting of Tampa Bay, Inc.
                        Jacor Cable, Inc.
                 Georgia Network Equipment, Inc.
              Jacor Broadcasting of San Diego, Inc.
              Jacor Broadcasting of St. Louis, Inc.
               Jacor Broadcasting of Sarasota, Inc.
                Jacor Broadcasting of Idaho, Inc.
                 Jacor Broadcasting of Iowa, Inc.
                   Noble Broadcast Group, Inc.
                Noble Broadcast of Colorado, Inc.
                Noble Broadcast of San Diego, Inc.
                Noble Broadcast of St. Louis, Inc.
                 Noble Broadcast of Toledo, Inc.
                    Nova Marketing Group, Inc.
                  Noble Broadcast Licenses, Inc.
                  Noble Broadcast Holdings, Inc.
                 Sports Radio Broadcasting, Inc.
                        Sports Radio, Inc.
                   Noble Broadcast Center, Inc.
                         Citicasters Co.
                         GACC-N26LB, Inc.
                          GACC-340, Inc.
                      Cine Guarantors, Inc.
           Great American Television Productions, Inc.
                     Cine Guarantors II, Inc.
             Great American Merchandising Group, Inc.
                Taft-TCI Satellite Services, Inc.
                         Cine Films, Inc.
               The Sy Fischer Company Agency, Inc.
                    Location Productions, Inc.
                  Location Productions II, Inc.
                         VTTV Productions
                            WHOK, Inc.
                 Cine Mobile Systems Int'l. N.V.
                     Cine Movil S.A. de C.V.
                    F.M.I. Pennsylvania, Inc.
                     Cine Guarantors II, Ltd.






                            SCHEDULE 2

                  Jacor Broadcasting Corporation
                     Broadcast Finance, Inc.
               Jacor Broadcasting of Florida, Inc.
               Jacor Broadcasting of Atlanta, Inc.
               Jacor Broadcasting of Colorado, Inc.
              Jacor Broadcasting of Lexington, Inc.
              Jacor Broadcasting of Knoxville, Inc.
              Jacor Broadcasting of Tampa Bay, Inc.
                        Jacor Cable, Inc.
                 Georgia Network Equipment, Inc.
              Jacor Broadcasting of San Diego, Inc.
              Jacor Broadcasting of St. Louis, Inc.
               Jacor Broadcasting of Sarasota, Inc.
                Jacor Broadcasting of Idaho, Inc.
                Inmobiliaria Radial, S.A. de C.V.
                 Jacor Broadcasting of Iowa, Inc.
                   Noble Broadcast Group, Inc.
                Noble Broadcast of Colorado, Inc.
                Noble Broadcast of San Diego, Inc.
                Noble Broadcast of St. Louis, Inc.
                 Noble Broadcast of Toledo, Inc.
                    Nova Marketing Group, Inc.
                  Noble Broadcast Licenses, Inc.
                  Noble Broadcast Holdings, Inc.
                 Sports Radio Broadcasting, Inc.
                           Nobro, S.C.
                        Sports Radio, Inc.
                   Noble Broadcast Center, Inc.
                         Citicasters Co.
                         GACC-N26LB, Inc.
                          GACC-340, Inc.
                      Cine Guarantors, Inc.
           Great American Television Productions, Inc.
                     Cine Guarantors II, Inc.
             Great American Merchandising Group, Inc.
                Taft-TCI Satellite Services, Inc.
                         Cine Films, Inc.
               The Sy Fischer Company Agency, Inc.
                    Location Productions, Inc.
                  Location Productions II, Inc.
                         VTTV Productions
                            WHOK, Inc.
                 Cine Mobile Systems Int'l. N.V.
                     Cine Movil S.A. de C.V.
                    F.M.I. Pennsylvania, Inc.
                     Cine Guarantors II, Ltd.




                            SCHEDULE 3
                                 
                  Jacor Broadcasting Corporation
                     Broadcast Finance, Inc.
               Jacor Broadcasting of Florida, Inc.
               Jacor Broadcasting of Atlanta, Inc.
               Jacor Broadcasting of Colorado, Inc.
              Jacor Broadcasting of Lexington, Inc.
              Jacor Broadcasting of Knoxville, Inc.
              Jacor Broadcasting of Tampa Bay, Inc.
                        Jacor Cable, Inc.
                 Georgia Network Equipment, Inc.
              Jacor Broadcasting of San Diego, Inc.
              Jacor Broadcasting of St. Louis, Inc.
                Jacor Broadcasting of Idaho, Inc.
                Inmobiliaria Radial, S.A. de C.V.
                   Noble Broadcast Group, Inc.
                Noble Broadcast of Colorado, Inc.
                Noble Broadcast of San Diego, Inc.
                Noble Broadcast of St. Louis, Inc.
                 Noble Broadcast of Toledo, Inc.
                    Nova Marketing Group, Inc.
                  Noble Broadcast Licenses, Inc.
                  Noble Broadcast Holdings, Inc.
                 Sports Radio Broadcasting, Inc.
                           Nobro, S.C.
                        Sports Radio, Inc.
                   Noble Broadcast Center, Inc.
                         Citicasters Co.
                         GACC-N26LB, Inc.
                          GACC-340, Inc.
                      Cine Guarantors, Inc.
           Great American Television Productions, Inc.
                     Cine Guarantors II, Inc.
             Great American Merchandising Group, Inc.
                Taft-TCI Satellite Services, Inc.
                         Cine Films, Inc.
               The Sy Fischer Company Agency, Inc.
                    Location Productions, Inc.
                  Location Productions II, Inc.
                         VTTV Productions
                            WHOK, Inc.
                 Cine Mobile Systems Int'l. N.V.
                     Cine Movil S.A. de C.V.
                    F.M.I. Pennsylvania, Inc.
                     Cine Guarantors II, Ltd.

EX-24.7

                                  POWER OF ATTORNEY

    KNOW ALL PERSONS BY THESE PRESENTS, that R. Christopher Weber hereby 
constitutes and appoints Jon M. Berry as his true and lawful attorney-in-fact 
and agent, with full power of substitution and resubstitution, for him and in 
his name, place and stead, in any and all capacities, to sign any or all 
amendments (including post-effective amendments) to Registration Statement 
No. 333-16469 (and to any Registration Statement filed pursuant to Rule 462 
under the Securities Act), and to file the same, with all exhibits thereto, 
and all documents in connection therewith, with the Securities and Exchange 
Commission, granting unto said attorney-in-fact and agent, full power and 
authority to do and perform each and every act and thing requisite and 
necessary to be done in and about the foregoing, as fully as to all intents 
and purposes as he might or could do in person, hereby ratifying and 
confirming all that said attorney-in-fact and agent, or his substitute, may 
lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933, as amended,
this Power of Attorney has been signed on December 12, 1996 by R. Christopher
Weber in the capacities and for the entities indicated.



                                  /s/  R. Christopher Weber
                                  ---------------------------------------------
                                  R. Christopher Weber
                                  SENIOR VICE PRESIDENT AND ASSISTANT
                                  SECRETARY
                                  of the entities set forth on the attached
                                  Schedule 1,
                                  TREASURER
                                  of the entities set forth on the attached
                                  Schedule 2
                                  and
                                  DIRECTOR
                                  of the entities set forth on the attached
                                  Schedule 3




                                      SCHEDULE 1

                            Jacor Broadcasting Corporation
                               Broadcast Finance, Inc.
                         Jacor Broadcasting of Florida, Inc.
                         Jacor Broadcasting of Atlanta, Inc.
                         Jacor Broadcasting of Colorado, Inc.
                        Jacor Broadcasting of Lexington, Inc.
                        Jacor Broadcasting of Knoxville, Inc.
                        Jacor Broadcasting of Tampa Bay, Inc.
                                  Jacor Cable, Inc.
                           Georgia Network Equipment, Inc.
                        Jacor Broadcasting of San Diego, Inc.
                        Jacor Broadcasting of St. Louis, Inc.
                         Jacor Broadcasting of Sarasota, Inc.
                          Jacor Broadcasting of Idaho, Inc.
                           Jacor Broadcasting of Iowa, Inc.
                             Noble Broadcast Group, Inc.
                          Noble Broadcast of Colorado, Inc.
                          Noble Broadcast of San Diego, Inc.
                          Noble Broadcast of St. Louis, Inc.
                           Noble Broadcast of Toledo, Inc.
                              Nova Marketing Group, Inc.
                            Noble Broadcast Licenses, Inc.
                            Noble Broadcast Holdings, Inc.
                           Sports Radio Broadcasting, Inc.
                                  Sports Radio, Inc.
                             Noble Broadcast Center, Inc.
                                   Citicasters Co.
                                   GACC-N26LB, Inc.
                                    GACC-340, Inc.
                                Cine Guarantors, Inc.
                     Great American Television Productions, Inc.
                               Cine Guarantors II, Inc.
                       Great American Merchandising Group, Inc.
                          Taft-TCI Satellite Services, Inc.
                                   Cine Films, Inc.
                         The Sy Fischer Company Agency, Inc.
                              Location Productions, Inc.
                            Location Productions II, Inc.
                                   VTTV Productions
                                      WHOK, Inc.
                           Cine Mobile Systems Int'l. N.V.
                               Cine Movil S.A. de C.V.
                              F.M.I. Pennsylvania, Inc.
                               Cine Guarantors II, Ltd.




                                      SCHEDULE 2

                          Inmobiliaria Radial, S.A. de C.V.
                                     Nobro, S.C.




                                      SCHEDULE 3

                            Jacor Broadcasting Corporation
                               Broadcast Finance, Inc.
                        Jacor Broadcasting of San Diego, Inc.
                        Jacor Broadcasting of St. Louis, Inc.
                         Jacor Broadcasting of Sarasota, Inc.
                          Inmobiliaria Radial, S.A. de C.V.
                           Jacor Broadcasting of Iowa, Inc.
                                     Nobro, S.C.
                                   Citicasters Co.
                                      WHOK, Inc.

EX-25

             THIS CONFORMING PAPER FORMAT DOCUMENT IS BEING SUBMITTED PURSUANT
TO RULE 901(D) OF REGULATION S-T
================================================================================
                                 FORM T-1

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                         STATEMENT OF ELIGIBILITY
                UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                 CORPORATION DESIGNATED TO ACT AS TRUSTEE

                   CHECK IF AN APPLICATION TO DETERMINE
                   ELIGIBILITY OF A TRUSTEE PURSUANT TO
                     SECTION 305(b)(2)           |__|

                          ----------------------
                           THE BANK OF NEW YORK
            (Exact name of trustee as specified in its charter)

New York                                               13-5160382
(State of incorporation                                (I.R.S. employer
if not a U.S. national bank)                           identification no.)

48 Wall Street, New York, N.Y.                         10286
(Address of principal executive offices)               (Zip code)

                          ----------------------
                       JACOR COMMUNICATIONS COMPANY
            (Exact name of obligor as specified in its charter)

Florida                                                59-2054850
(State or other jurisdiction of                        (I.R.S. employer
incorporation or organization)                         identification no.)

1300 PNC Center
201 East Fifth Street
Cincinnati, Ohio                                       45202
(Address of principal executive offices)               (Zip code)

                          ----------------------
                        JACOR COMMUNICATIONS, INC.
            (Exact name of obligor as specified in its charter)

Delaware                                               31-0978313
(State or other jurisdiction of                        (I.R.S. employer
incorporation or organization)                         identification no.)

1300 PNC Center
201 East Fifth Street
Cincinnati, Ohio                                       45202
(Address of principal executive offices)               (Zip code)

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



                      TABLE OF ADDITIONAL REGISTRANTS

                               State or Other                I.R.S.
                               Jurisdiction of              Employer
                               Incorporation             Identification
     Name                      or Organization               Number
     ----                      ---------------               ------

JACOR BROADCASTING CORPORATION     Ohio                    31-1363232
BROADCAST FINANCE, INC.            Ohio                    31-1390698
JACOR BROADCASTING OF FLORIDA,     Florida                 31-1102108
INC.
JACOR BROADCASTING OF ATLANTA,     Georgia                 31-1133504
INC.
JACOR BROADCASTING OF COLORADO,    Colorado                31-1212116
INC.
JACOR BROADCASTING OF LEXINGTON,   Kentucky                31-1466604
INC.
JACOR BROADCASTING OF KNOXVILLE,   Delaware                31-1125479
INC.
JACOR BROADCASTING OF TAMPA        Florida                 31-1234979
BAY, INC.
JACOR CABLE, INC.                  Kentucky                31-1273897
GEORGIA NETWORK EQUIPMENT, INC.    Georgia                 31-0317907
JACOR BROADCASTING OF SAN DIEGO,   Delaware                31-1440011
INC.
JACOR BROADCASTING OF ST. LOUIS,   Missouri                43-1735433
INC.
JACOR BROADCASTING OF SARASOTA,    Florida                 31-1468564
INC.
JACOR BROADCASTING OF IDAHO,       Delaware                Pending
INC.
INMOBILIARIA RADIAL, S.A. de       Mexico                  Not Applicable
C.V.
JACOR BROADCASTING OF IOWA,        Delaware                Pending
INC.
NOBLE BROADCAST GROUP, INC.        Delaware                33-0215206
NOBLE BROADCAST OF COLORADO,       California              33-0250362
INC.
NOBLE BROADCAST OF SAN DIEGO,      California              95-3230874
INC.
NOBLE BROADCAST OF ST. LOUIS,      Delaware                33-0294761
INC.
NOBLE BROADCAST OF TOLEDO, INC.    California              30-0200806
NOVA MARKETING GROUP, INC.         California              33-0578898
NOBLE BROADCAST LICENSES, INC.     California              34-1794221
NOBLE BROADCAST HOLDINGS, INC.     Delaware                33-0492627
SPORTS RADIO BROADCASTING, INC.    California              33-0525378
NOBRO, S.C.                        Mexico                  Not Applicable
SPORTS RADIO, INC.                 California              95-4350343
NOBLE BROADCAST CENTER, INC.       California              33-0189045
CITICASTERS CO.                    Ohio                    31-1081002
GACC-N26LB, INC.                   Delaware                31-1231527
GACC-340, INC.                     Delaware                31-1251968
CINE GUARANTORS, INC.              California              95-2677644
GREAT AMERICAN TELEVISION          California              31-1019819
PRODUCTIONS, INC.
CINE GUARANTORS II, INC.           California              95-2960196

                                      -2-


GREAT AMERICAN MERCHANDISING       New York                13-2658721
GROUP, INC.
TAFT-TCI SATELLITE SERVICES,       Colorado                84-0863016
INC.
CINE FILMS, INC.                   California              95-2945526
THE SY FISCHER COMPANY AGENCY,     California              95-2792659
INC.
LOCATION PRODUCTIONS, INC.         California              95-2556702
LOCATION PRODUCTIONS II, INC.      California              95-2945537
VTTV PRODUCTIONS                   California              31-0924795
F.M.I PENNSYLVANIA, INC.           Pennsylvania            59-1648738
WHOK, INC.                         Ohio                    34-1092716
CINE MOBILE SYSTEMS INT'L. N.V.    Antille                 Not Applicable
CINE MOVIL S.A. de C.V.            Mexico                  Not Applicable
CINE GUARANTORS II, LTD.           Canada                  Not Applicable

The principal executive office of each of the above registrants is 1300 PNC 
Center, 201 East Fifth Street, Cincinnati, Ohio, 45202.

                          ______________________

                   % Senior Subordinated Notes due 2006
                    (Title of the indenture securities)

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

                                      -3-



1.   General information.  Furnish the following information as to the Trustee:

     (a)  Name and address of each examining or supervising authority to which 
          it is subject.
          
- --------------------------------------------------------------------------------
                  Name                                        Address
- --------------------------------------------------------------------------------

     Superintendent of Banks of the State of      2 Rector Street, New York,
     New York                                     N.Y.  10006, and Albany, N.Y.
                                                  12203

     Federal Reserve Bank of New York             33 Liberty Plaza, New York,
                                                  N.Y.  10045

     Federal Deposit Insurance Corporation        Washington, D.C.  20429

     New York Clearing House Association          New York, New York   10004

     (b)  Whether it is authorized to exercise corporate trust powers.

     Yes.

2.   Affiliations with Obligor.
     
     If the obligor is an affiliate of the trustee, describe each such 
     affiliation. 

     None.  (See Note on page 5.)

16.  List of Exhibits. 

     Exhibits identified in parentheses below, on file with the Commission, are
     incorporated herein by reference as an exhibit hereto, pursuant to Rule
     7a-29 under the Trust Indenture Act of 1939 (the "Act") and Rule 24 of the
     Commission's Rules of Practice.

     1.   A copy of the Organization Certificate of The Bank of New York 
          (formerly Irving Trust Company) as now in effect, which contains the
          authority to commence business and a grant of powers to exercise 
          corporate trust powers.  (Exhibit 1 to Amendment No. 1 to Form T-1 
          filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
          Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
          to Form T-1 filed with Registration Statement No. 33-29637.)

     4.   A copy of the existing By-laws of the Trustee.  (Exhibit 4 to Form T-1
          filed with Registration Statement No. 33-31019.)

     6.   The consent of the Trustee required by Section 321(b) of the Act.  
          (Exhibit 6 to Form T-1 filed with Registration Statement 
          No. 33-44051.)

     7.   A copy of the latest report of condition of the Trustee published 
          pursuant to law or to the requirements of its supervising or examining
          authority.

                                      -4-



                                   NOTE


     Inasmuch as this Form T-1 is filed prior to the ascertainment by the 
Trustee of all facts on which to base a responsive answer to Item 2, the 
answer to said Item is based on incomplete information.

     Item 2 may, however, be considered as correct unless amended by an 
amendment to this Form T-1.


                                      -5-



                                 SIGNATURE



     Pursuant to the requirements of the Act, the Trustee, The Bank of New 
York, a corporation organized and existing under the laws of the State of New 
York, has duly caused this statement of eligibility to be signed on its 
behalf by the undersigned, thereunto duly authorized, all in The City of New 
York, and State of New York, on the 11th day of December, 1996.


                                        THE BANK OF NEW YORK



                                        By:      /s/ Walter N. Gitlin
                                            ----------------------------
                                            Name:  Walter N. Gitlin
                                            Title: Vice President


                                      -6-



               Consolidated Report of Condition of

                      THE BANK OF NEW YORK

             of 48 Wall Street, New York, N.Y. 10286
             And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business
June 30, 1996, published in accordance with a call made by the
Federal Reserve Bank of this District pursuant to the provisions
of the Federal Reserve Act.

                                               Dollar Amounts
ASSETS                                           in Thousands
Cash and balances due from depos-
  itory institutions:
  Noninterest-bearing balances and
  currency and coin ..................            $ 3,650,068
  Interest-bearing balances ..........                738,260
Securities:
  Held-to-maturity securities ........                784,969
  Available-for-sale securities ......              2,033,407
Federal funds sold and securities
purchased under agreements to
resell in domestic offices of the bank:
Federal funds sold ...................              3,699,232
Securities purchased under
agreements to resell .................                 20,000
Loans and lease financing
  receivables:
  Loans and leases, net of unearned
    income .................28,109,045
  LESS: Allowance for loan and
    lease losses ..............586,658
  LESS: Allocated transfer risk
    reserve........................429
    Loans and leases, net of unearned
    income, allowance, and reserve                 27,521,958
Assets held in trading accounts ......                678,844
Premises and fixed assets (including
  capitalized leases) ................                608,217
Other real estate owned ..............                 50,599
Investments in unconsolidated
  subsidiaries and associated
  companies ..........................                235,670
Customers' liability to this bank on
  acceptances outstanding ............                904,948
Intangible assets ....................                450,230
Other assets .........................              1,299,464
                                                  -----------
Total assets .........................            $42,675,866
                                                  -----------
                                                  -----------
LIABILITIES
Deposits:
  In domestic offices ................            $19,223,050
  Noninterest-bearing .......7,675,758
  Interest-bearing .........11,547,292
  In foreign offices, Edge and
  Agreement subsidiaries, and IBFs ...             11,527,685
  Noninterest-bearing ..........48,502
   Interest-bearing .........11,479,183
Federal funds purchased and secu-
  rities sold under agreements to re-
  purchase in domestic offices of
  the bank and of its Edge and
  Agreement subsidiaries, and in
  IBFs:
  Federal funds purchased ............              1,498,351
  Securities sold under agreements
    to repurchase ....................                126,974
Demand notes issued to the U.S.
  Treasury ...........................                231,865
Trading liabilities ..................                479,390
Other borrowed money:
  With original maturity of one year
    or less ..........................              2,521,578
  With original maturity of more than
    one year .........................                 20,780
Bank's liability on acceptances exe-
  cuted and outstanding ..............                905,850
Subordinated notes and debentures ....              1,020,400
Other liabilities ....................              1,543,657
Total liabilities ....................             39,099,580

EQUITY CAPITAL
Common stock ........................                 942,284
Surplus .............................                 525,666
Undivided profits and capital
  reserves ..........................               2,124,231
Net unrealized holding gains
  (losses) on available-for-sale
  securities ........................             (    8,063)
Cumulative foreign currency transla-
  tion adjustments ..................             (    7,832)
                                                  -----------
Total equity capital ................               3,576,286
                                                  -----------
                                                  -----------
Total liabilities and equity
  capital ...........................              $42,675,866
                                                  -----------
                                                  -----------

   I, Robert E. Keilman, Senior Vice President and Comptroller of
the above-named bank do hereby declare that this Report of
Condition has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and
is true to the best of my knowledge and belief.

                                            Robert E. Keilman

   We, the undersigned directors, attest to the correctness of
this Report of Condition and declare that it has been examined by
us and to the best of our knowledge and belief has been prepared
in conformance with the instructions issued by the Board of
Governors of the Federal Reserve System and is true and correct.

                       }
   J. Carter Bacot     }
   Alan R. Griffith    }     Directors
   Thomas A. Renyi     }
                       }
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