S-3

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 6, 1997
DRAFT 01/02/97                                        REGISTRATION NO. 333-
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           --------------------------
 
                                    FORM S-3
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                           --------------------------
 
                                         
        JACOR COMMUNICATIONS, INC.                 JACOR COMMUNICATIONS COMPANY
(Exact name of registrant as specified in   (Exact name of registrant as specified in
               its charter)                                its charter)


 
                                                                      
          DELAWARE                31-0978313                FLORIDA               59-2054850
(STATE OR OTHER JURISDICTION   (I.R.S. EMPLOYER         (STATE OR OTHER        (I.R.S. EMPLOYER
              OF                IDENTIFICATION          JURISDICTION OF         IDENTIFICATION
      INCORPORATION OR               NO.)              INCORPORATION OR              NO.)
        ORGANIZATION)                                    ORGANIZATION)


                                                                                       
JACOR BROADCASTING CORPORATION                                                   OHIO              31-1363232
BROADCAST FINANCE, INC.                                                          OHIO              31-1390698
JACOR BROADCASTING OF FLORIDA, INC.                                           FLORIDA              31-1102108
JACOR BROADCASTING OF ATLANTA, INC.                                           GEORGIA              31-1133504
JACOR BROADCASTING OF COLORADO, INC.                                         COLORADO              31-1212116
JACOR BROADCASTING OF LEXINGTON, INC.                                        KENTUCKY              31-1466604
JACOR BROADCASTING OF KNOXVILLE, INC.                                        DELAWARE              31-1125479
JACOR BROADCASTING OF TAMPA BAY, INC.                                         FLORIDA              31-1234979
JACOR CABLE, INC.                                                            KENTUCKY              31-1273897
GEORGIA NETWORK EQUIPMENT, INC.                                               GEORGIA              31-0317907
JACOR BROADCASTING OF SAN DIEGO, INC.                                        DELAWARE              31-1440011
JACOR BROADCASTING OF ST. LOUIS, INC.                                        MISSOURI              43-1735433
JACOR BROADCASTING OF SARASOTA, INC.                                          FLORIDA              31-1468564
JACOR BROADCASTING OF IDAHO, INC.                                            DELAWARE                 PENDING
INMOBILIARIA RADIAL, S.A. DE C.V.                                              MEXICO          NOT APPLICABLE
JACOR BROADCASTING OF IOWA, INC.                                             DELAWARE                 PENDING
NOBLE BROADCAST GROUP, INC.                                                  DELAWARE              33-0215206
NOBLE BROADCAST OF COLORADO, INC.                                          CALIFORNIA              33-0250362
NOBLE BROADCAST OF SAN DIEGO, INC.                                         CALIFORNIA              95-3230874
NOBLE BROADCAST OF ST. LOUIS, INC.                                           DELAWARE              33-0294761
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 PRODUCTIONS, INC.                                CALIFORNIA              31-1019819
CINE GUARANTORS II, INC.                                                   CALIFORNIA              95-2960196
GREAT AMERICAN MERCHANDISING GROUP, INC.                                     NEW YORK              13-2658721
TAFT-TCI SATELLITE SERVICES, INC.                                            COLORADO              84-0863016
CINE FILMS, INC.                                                           CALIFORNIA              95-2945526
THE SY FISCHER COMPANY AGENCY, INC.                                        CALIFORNIA              95-2792659
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
 


                                                                       (STATE OR OTHER
                                                                       JURISDICTION OF        (I.R.S. EMPLOYER
                                                                       INCORPORATION OR        IDENTIFICATION
    (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)              ORGANIZATION)             NUMBER)
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                         50 EAST RIVERCENTER BOULEVARD
                                   12TH FLOOR
                           COVINGTON, KENTUCKY 41011
                                 (606) 655-2267
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANTS' PRINCIPAL EXECUTIVE OFFICES)
                           --------------------------
 
                              R. CHRISTOPHER WEBER
                           JACOR COMMUNICATIONS, INC.
                         50 EAST RIVERCENTER BOULEVARD
                                   12TH FLOOR
                           COVINGTON, KENTUCKY 41011
                                 (606) 655-2267
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)
                           --------------------------
 
                          COPIES OF COMMUNICATIONS TO:
                           RICHARD G. SCHMALZL, ESQ.
                            DOUGLAS D. ROBERTS, ESQ.
                            GRAYDON, HEAD & RITCHEY
                            1900 FIFTH THIRD CENTER
                             CINCINNATI, OHIO 45202
                                 (513) 621-6464
                           --------------------------
 
    Approximate date of commencement of proposed sale of the securities to the
public: From time to time after this Registration Statement becomes effective.
 
    If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
 
    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
investment reinvestment plans, check the following box. /X/
 
    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
 
    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
 
    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
                           --------------------------
                        CALCULATION OF REGISTRATION FEE
 


                                                                                          
                                                                                 PROPOSED MAXIMUM
                                                                                    AGGREGATE
                   TITLE OF EACH CLASS OF                         AMOUNT TO          OFFERING         AMOUNT OF
                 SECURITIES TO BE REGISTERED                   BE REGISTERED(1)    PRICE(1)(2)     REGISTRATION FEE
Debt Securities of Jacor Communications Company
Convertible Debt Securities of Jacor Communications Company
Preferred Stock of Jacor Communications, Inc.
Convertible Preferred Stock of Jacor Communications, Inc.
Depositary Shares of Jacor Communications, Inc.
Convertible Debt Securities of Jacor Communications, Inc.
Common Stock of Jacor Communications, Inc.
Guarantees of Jacor Communications Company Debt Securities
  and Convertible Debt Securities by Jacor Communications,
  Inc. and Subsidiary Guarantors
  Total                                                              (1)           $250,000,000       $75,757.58

 
(1) Not specified as to each class of securities to be registered hereunder
    pursuant to General Instruction II.D. of Form S-3.
 
(2) Estimated solely for purposes of calculating the registration fee, which is
    calculated in accordance with Rule 457(o) under the Securities Act of 1933.
 
    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.

                             SUBJECT TO COMPLETION
                  PRELIMINARY PROSPECTUS DATED JANUARY 6, 1997
PROSPECTUS
           , 1997
                                  $250,000,000
 
                                     [LOGO]
                          CONVERTIBLE DEBT SECURITIES
                                PREFERRED STOCK
                          CONVERTIBLE PREFERRED STOCK
                               DEPOSITARY SHARES
                                  COMMON STOCK
                          JACOR COMMUNICATIONS COMPANY
                                DEBT SECURITIES
                          CONVERTIBLE DEBT SECURITIES
                  GUARANTEED TO THE EXTENT SET FORTH HEREIN BY
                           JACOR COMMUNICATIONS, INC.
 
                         AND THE SUBSIDIARY GUARANTORS
 
    Jacor Communications, Inc. ("Jacor") may from time to time offer (i)
convertible debt securities consisting of debentures, notes or other evidences
of indebtedness representing unsecured obligations of Jacor, which may be either
subordinated or senior if Jacor's then-existing loan agreements and indentures
permit the issuance of Senior Debt (as defined herein), and which are
convertible or exchangeable into Jacor Common Stock (as defined below), Jacor
Preferred Stock (as defined below) or other debt securities issued hereunder
(the "Jacor Convertible Debt Securities"), (ii) shares of Preferred Stock, par
value $.01 per share (the "Jacor Preferred Stock"), which may be issued in the
form of depositary shares evidenced by depositary receipts (the "Jacor
Depositary Shares"); (iii) shares of Jacor Preferred Stock convertible or
exchangeable into Common Stock, par value $.01 per share (the "Jacor Common
Stock"), another series of Jacor Preferred Stock or other debt securities issued
hereunder (the "Jacor Convertible Preferred Stock"); and (iv) shares of Jacor
Common Stock, in each case, in amounts, at prices and on terms to be determined
at the time of the offering.
 
    Jacor Communications Company, a wholly-owned subsidiary of Jacor ("JCC"),
may also from time to time offer (i) debt securities consisting of debentures,
notes or other evidences of indebtedness representing unsecured obligations of
JCC, which may be either subordinated or senior if JCC's then-existing loan
agreements and indentures permit the issuance of Senior Debt (the "JCC Debt
Securities"); and (ii) convertible debt securities consisting of JCC Debt
Securities which are convertible or exchangeable into Jacor Common Stock or
Jacor Preferred Stock or other debt securities issued hereunder (the "JCC
Convertible Debt Securities"), in each case, in amounts, at prices and on terms
to be determined at the time of the offering. In connection therewith, Jacor and
the Subsidiary Guarantors (as defined herein) may offer guarantees
("Guarantees") with respect to the JCC Debt Securities and JCC Convertible Debt
Securities, as described herein under "Description of Convertible Debt
Securities and JCC Debt Securities." All subsidiaries of JCC (other than the
Excluded Subsidiaries, as defined herein) will become Subsidiary Guarantors if
required by the indenture governing the Convertible Debt Securities and/or the
JCC Debt Securities. The Jacor Convertible Debt Securities and the JCC
Convertible Debt Securities are sometimes collectively referred to as the
"Convertible Debt Securities." The Jacor Convertible Debt Securities, the Jacor
Preferred Stock, the Jacor Convertible Preferred Stock, the Jacor Common Stock,
the Jacor Depositary Shares, the JCC Debt Securities, the JCC Convertible Debt
Securities, and the Guarantees are collectively called the "Securities." See
"Description of Convertible Debt Securities and JCC Debt Securities -- Certain
Covenants -- Subsidiary Guarantees" and "Description of Other Indebtedness --
The Credit Facility," "-- The 1994 9 3/4% Notes," "-- The 1996 10 1/8% Notes,"
"-- The Liquid Yield Option-TM- Notes," and "-- The 1996 9 3/4% Notes."
 
    For each offering of Securities for which this Prospectus is being
delivered, there will be an accompanying Prospectus Supplement (the "Prospectus
Supplement"), which sets forth, where applicable, (i) in the case of Convertible
Debt Securities and JCC Debt Securities, the specific designation, aggregate
principal amount, the denomination, maturity, priority, premium, if any, the
rate (which may be fixed or variable), time and method of calculating payment of
interest, if any, on such Convertible Debt Securities or JCC Debt Securities,
any terms of redemption at the option of Jacor, JCC, or the holder, terms for
sinking fund payments, and with respect to Convertible Debt Securities, terms
for conversion or exchange into Jacor Common Stock, Jacor Preferred Stock or
other debt securities issued hereunder; (ii) in the case of Jacor Preferred
Stock or Jacor Convertible Preferred Stock, the specific title and stated value,
any dividend, liquidation, redemption, voting and other rights, and any other
special terms, including the terms for converting or exchanging Jacor
Convertible Preferred Stock into other Securities, and whether the Jacor
Preferred Stock or Jacor Convertible Preferred Stock will be offered in the form
of Jacor Depositary Shares and the terms thereof; and (iii) in the case of Jacor
Common Stock, the number of shares of Jacor Common Stock and the terms of
offering thereof. The Prospectus Supplement will also contain information, as
applicable, about certain United States Federal income tax considerations
relating to the particular Securities offered thereby.
 
    The aggregate initial offering price of the Securities offered by Jacor
and/or JCC hereby will not exceed $250,000,000.00.
 
    Jacor and/or JCC may sell the Securities to or through underwriters, through
dealers or agents or directly to purchasers. See "Plan of Distribution." The
accompanying Prospectus Supplement will set forth the names of any underwriters,
dealers or agents involved in the sale of the Securities in respect of which
this Prospectus is being delivered, the amounts proposed to be purchased by
them, any applicable fee, commission or discount arrangements with them, the
initial public offering price and the net proceeds to Jacor and/or JCC. Any
statement contained in this Prospectus will be deemed to be modified or
superseded by any inconsistent statement contained in the accompanying
Prospectus Supplement.
 
    The Jacor Common Stock is traded on the Nasdaq National Market under the
symbol "JCOR." Any Jacor Common Stock sold pursuant to a Prospectus Supplement
will be listed on the Nasdaq National Market, subject to official notice of
issuance. Warrants issued by Jacor in 1996 are listed on the Nasdaq National
Market under the symbol "JCORZ." Liquid Yield Option-TM- Notes issued by Jacor
in 1996 are listed on the Nasdaq Small Cap Market under the symbol "JCORL."
Jacor has not yet determined whether any of the JCC Debt Securities, JCC
Convertible Debt Securities, Jacor Convertible Debt Securities, Jacor Preferred
Stock, or Jacor Convertible Preferred Stock offered hereby will be listed on any
exchange or over-the-counter market. If Jacor decides to seek listing of any
such Securities, the Prospectus Supplement relating thereto will disclose such
exchange or market.
 
    SEE "RISK FACTORS" AT PAGE 4 FOR CERTAIN INFORMATION 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.
                            ------------------------
 
    This Prospectus may not be used to consummate sales of Securities unless
accompanied by the applicable Prospectus Supplement.

                             AVAILABLE INFORMATION
 
    Jacor is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and accordingly files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Jacor, JCC and the Subsidiary Guarantors have
filed a Registration Statement on Form S-3 together with all amendments and
exhibits thereto (the "Registration Statement") with the Commission under the
Securities Act of 1933, as amended (the "Securities Act") with respect to the
Securities offered hereby. 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.
 
                                       2

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
    The following documents previously filed by Jacor and Citicasters Inc. (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, as amended, November 6,
1996 and December 12, 1996;
 
    (d) Jacor's Form 8-B Registration Statement dated September 23, 1996;
 
    (e) Citicasters Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1995, as amended;
 
    (f) Citicasters Inc.'s Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996, as amended, June 30, 1996 and September 30, 1996;
 
    (g) Citicasters Inc.'s Current Report on Form 8-K dated February 14, 1996;
and
 
    (h) Citicasters Inc.'s 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
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 JCC 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., 50 East RiverCenter Boulevard, 12th
Floor, Covington, Kentucky 41011, Attention: Kirk Brewer, Director of Corporate
Communications and Investor Relations, Telephone Number (847) 256-9282, Fax
Number (847) 256-2980.
 
                                       3

                                  RISK FACTORS
 
    IN ADDITION TO THE OTHER INFORMATION CONTAINED OR INCORPORATED BY REFERENCE
IN THIS PROSPECTUS OR THE ACCOMPANYING PROSPECTUS SUPPLEMENT, PROSPECTIVE
INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING FACTORS BEFORE PURCHASING THE
SECURITIES OFFERED HEREBY.
 
    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. Jacor cannot predict whether it will be successful in pursuing
such acquisition opportunities or what the consequences of any such acquisition
would be.
 
    The receipt of certain federal and state governmental or regulatory
approvals is required in order to consummate the acquisitions, including
approvals or waivers from the Federal Communications Commission (the "FCC"),
and, if certain criteria are met, the expiration of or termination of the
applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended (the "HSR Act"), as enforced by the Antitrust Division
of the Department of Justice (the "Antitrust Division"). With regard to each
proposed acquisition, Jacor will use its reasonable best efforts to obtain such
approvals or waivers, but there can be no assurance that (i) the FCC will
approve the transfer of the broadcast licenses in connection with each proposed
transaction; (ii) the FCC or a court would affirm the FCC consent to the
proposed transaction if such review is undertaken; (iii) the HSR Act waiting
periods with respect to the various proposed transactions will expire without
objections being raised by either the Federal Trade Commission (the "FTC") or
the Antitrust Division that would not be eliminated without substantial changes
to the terms of the applicable proposed transactions; or (iv) Jacor will be
successful in consummating various proposed transactions in a timely manner or
on the terms originally agreed upon by the parties to the transactions.
 
    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.
 
    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
Telecommunications Act of 1996 (the "Telecom Act") on February 8, 1996, the
radio broadcast industry has been subject to an increased amount of scrutiny by
the Antitrust Division. Such scrutiny caused Jacor to experience delays and
increased costs in closing several transactions and also compelled changes in
the proposed terms of several acquisitions. Jacor could experience similar
delays, increased costs, and compelled changes in connection with future
transactions.
 
    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.
 
                                       4

    Jacor'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. 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 Jacor'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 Jacor'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 directly 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 Jacor believes that
each of its stations is able to compete effectively in its respective broadcast
area, there can be no assurance that any such stations will be able to maintain
or increase its current audience ratings and advertising revenues.
 
    SUBSTANTIAL LEVERAGE AND LIMITED FINANCIAL FLEXIBILITY.  Jacor's outstanding
indebtedness and its offering of any debt securities hereunder may have the
following important consequences: (i) significant interest expense and principal
repayment obligations resulting in substantial annual fixed charges; (ii)
significant limitations on Jacor's ability to obtain additional debt financing;
and (iii) increased vulnerability to adverse general economic and industry
conditions. In addition, Jacor's existing and anticipated credit facilities have
or will have 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")
holds approximately 13,349,720 shares of the outstanding Jacor Common Stock and
is Jacor's largest stockholder as of the date hereof. 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 Jacor Common Stock might
otherwise receive a premium for their shares over then-current market prices.
 
    Subject to certain restrictions under the Securities Act, Zell/Chilmark is
free to sell shares of Jacor Common Stock from time to time for any reason. By
virtue of its current control of Jacor, Zell/Chilmark could sell large amounts
of Jacor Common Stock by causing Jacor to file a registration statement with
respect to such stock. In addition, Zell/Chilmark could sell its shares of Jacor
Common Stock without registration pursuant to Rule 144 under the Securities Act.
Jacor can make no prediction as to the effect, if any, that such sales of shares
of Jacor Common Stock would have on the prevailing market price. Sales of
substantial amounts of Jacor Common Stock, or the availability of such shares
for sale, could adversely affect prevailing market prices. Sales or transfers of
Jacor Common Stock by Zell/Chilmark could result in another person or entity
becoming the controlling stockholder of Jacor.
 
    LACK OF DIVIDENDS; RESTRICTIONS ON PAYMENTS OF DIVIDENDS.  Jacor has not
paid any dividends to its stockholders. Jacor intends to retain all available
earnings, if any, generated by its operations for the development and growth of
its business and does not anticipate paying any dividends on Jacor Common Stock
in the foreseeable future. In addition, the payment of dividends on the Jacor
Common Stock is restricted under Jacor's credit facilities.
 
    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
 
                                       5

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.
 
    POTENTIAL NEGATIVE IMPACT OF OTHER SECURITIES ISSUANCES.  Jacor has
authorized for issuance up to 4,000,000 shares of undesignated preferred stock.
The Jacor Board of Directors has the authority, without further vote or action
by Jacor stockholders, to issue the undesignated shares of Jacor Preferred Stock
in one or more series and to fix all rights, qualifications, preferences,
privileges, limitations and restrictions of each such series, including dividend
rights, voting rights, terms of redemption, redemption prices, liquidation
preferences and the number of shares constituting any series or the designation
of such series. Although it currently has no plans to do so, the Jacor Board of
Directors, without stockholder approval, can issue Jacor Preferred Stock with
voting and conversion rights which would adversely affect the voting power of
the holders of Jacor Common Stock. In addition, the issuance of Jacor Preferred
Stock may have the effect of delaying, deferring or preventing a change in
control of Jacor and could therefore have a negative impact on the trading price
of the Jacor Common Stock. Jacor may also issue other types of securities in the
future that may have the same or similar negative effects as the undesignated
preferred stock. See "Description of Capital Stock."
 
    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 "Business of Jacor and JCC," 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.
 
                                       6

                                    BUSINESS
 
    Jacor and JCC, a direct wholly-owned subsidiary of Jacor, are holding
companies engaged primarily in the radio broadcasting business. Jacor's
strategic objective is to be a leading radio broadcaster by operating multiple
radio station platforms in each of its broadcast areas. Jacor and JCC also own
and operate, through their subsidiaries, one television station in Cincinnati,
Ohio and the Georgia Radio News Service, a radio news service which provides
news, sports and public affairs programming to more than 140 radio stations.
 
    Additional information concerning Jacor and JCC is incorporated by reference
in this Prospectus. See "Available Information" and "Incorporation of Certain
Documents by Reference."
 
                                USE OF PROCEEDS
 
    Jacor does not currently have specific plans for the use of the net proceeds
from the sale of Securities offered hereby. However, Jacor currently anticipates
that any such net proceeds would be used for general corporate purposes, which
may include but are not limited to working capital, capital expenditures,
repayment of indebtedness, investments and acquisitions. When a particular
series of Securities is offered, the Prospectus Supplement relating thereto will
set forth Jacor's intended use for the net proceeds received from the sale of
such Securities. Pending the application of the net proceeds, Jacor expects to
invest such proceeds in short-term, interest-bearing instruments or other
investment-grade securities.
 
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED FIXED
                     CHARGES AND PREFERRED STOCK DIVIDENDS
 
    The following table sets forth the unaudited consolidated ratio of earnings
to fixed charges and the unaudited consolidated ratio of earnings to combined
fixed charges and preferred stock dividends for Jacor for the periods shown
(dollars in thousands):
 


                                                                                                                NINE MONTHS ENDED
                                                                      YEAR ENDED DECEMBER 31,                     SEPTEMBER 30,
                                                       -----------------------------------------------------  ---------------------
                                                         1991       1992       1993       1994       1995             1996
                                                       ---------  ---------  ---------  ---------  ---------  ---------------------
                                                                                            
Ratio of earnings to fixed charges (1)...............        1.1     N/A           1.9        6.0        5.7              2.0
                                                             ---  ---------        ---        ---        ---              ---
                                                             ---  ---------        ---        ---        ---              ---
Ratio of earnings to combined fixed charges and
 preferred stock dividends (1)(2)....................        1.1     N/A           1.9        6.0        5.7              2.0
                                                             ---  ---------        ---        ---        ---              ---
                                                             ---  ---------        ---        ---        ---              ---
Coverage deficiency..................................        N/A  $  23,701        N/A        N/A        N/A              N/A
                                                             ---  ---------        ---        ---        ---              ---
                                                             ---  ---------        ---        ---        ---              ---

 
- - ------------------------
(1) 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.
 
(2) Jacor had no shares of Jacor Preferred Stock outstanding and no dividends
    were declared or paid on Jacor Preferred Stock during any of the periods
    indicated.
 
       DESCRIPTION OF CONVERTIBLE DEBT SECURITIES AND JCC DEBT SECURITIES
 
    The Jacor Convertible Debt Securities are to be issued under an Indenture
(the "Jacor Indenture") between Jacor and a trustee to be identified in the
applicable Prospectus Supplement (the "Jacor Trustee"). The JCC Debt Securities
and the JCC Convertible Debt Securities are to be issued under an Indenture (the
"JCC Indenture") between JCC and a trustee to be identified in the applicable
Prospectus Supplement (the "JCC Trustee"). The Jacor Trustee and the JCC Trustee
may be the same trustee. The Jacor Indenture and the JCC Indenture are sometimes
collectively called the "Indentures." The terms of the Indentures will also be
governed by certain provisions of the Trust Indenture Act of 1939, as amended.
The following summary statements with respect to the JCC Debt Securities and the
Convertible Debt Securities do not purport to be complete and are subject to,
and are qualified in their entirety by reference to, the detailed provisions of
the
 
                                       7

Indentures. Although some of the following summary statements collectively refer
to Jacor, JCC, the Subsidiary Guarantors and other parties, such statements
concerning each party shall apply to each such party respectively and the
applicable Indentures, unless otherwise noted. Capitalized terms are defined in
the Indentures unless otherwise defined herein. Whenever any particular section
of the Indentures or any term defined therein is referred to, such section or
definition is incorporated herein by reference. A copy of the form of Indentures
is available upon request.
 
GENERAL
 
    The JCC Debt Securities and the Convertible Debt Securities offered hereby
will be limited to an aggregate initial offering price not to exceed
$250,000,000. The Jacor Indenture will not limit the amount of Jacor Convertible
Debt Securities which can be issued thereunder and will provide that additional
Jacor Convertible Debt Securities may be issued in one or more series thereunder
up to the aggregate principal amount which may be authorized from time to time
by Jacor's Board of Directors. The JCC Indenture will not limit the amount of
JCC Debt Securities or JCC Convertible Debt Securities which can be issued
thereunder and will provide that additional JCC Debt Securities or JCC
Convertible Debt Securities may be issued in one or more series thereunder up to
the aggregate principal amount which may be authorized from time to time by
JCC's Board of Directors. The Jacor Convertible Debt Securities, the JCC
Convertible Debt Securities and the JCC Debt Securities will be unsecured
obligations of Jacor or JCC, respectively, and to the extent as may be permitted
under Jacor's and JCC's then-existing loan agreements and indentures, will rank
either senior to or equally and ratably with all other unsecured indebtedness of
JCC. The Jacor Convertible Debt Securities, the JCC Convertible Debt Securities
and the JCC Debt Securities also may be subordinate, and junior in right of
payment to all Senior Debt, to the extent and in the manner set forth in the
respective Indenture. See "Subordination."
 
    The JCC Debt Securities and JCC Convertible Debt Securities will be jointly
and severally irrevocably and unconditionally guaranteed on a senior
subordinated basis by Jacor and may be further guaranteed by certain
subsidiaries of JCC (the "Subsidiary Guarantors," and collectively with Jacor,
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.
 
    Reference is made to the Prospectus Supplement relating to the particular
Convertible Debt Securities or JCC Debt Securities offered thereby for the
following terms, where applicable, of the Convertible Debt Securities or JCC
Debt Securities: (i) the specific designation of the Convertible Debt Securities
or JCC Debt Securities; (ii) the denominations in which such Convertible Debt
Securities or JCC Debt Securities are authorized to be issued; (iii) the
aggregate principal amount of such Convertible Debt Securities or JCC Debt
Securities; (iv) the date or dates on which the principal of such Convertible
Debt Securities or JCC Debt Securities will mature or the method of determining
such date or dates; (v) the price or prices (expressed as a percentage of the
aggregate principal amount thereof) at which the Convertible Debt Securities or
JCC Debt Securities will be issued; (vi) the rate or rates (which may be fixed
or variable) at which such Convertible Debt Securities or JCC Debt Securities
will bear interest, if any, or the method of calculating such rate or rates;
(vii) the times and places where principal of, premium, if any, and interest, if
any, on such Convertible Debt Securities or JCC Debt Securities will be payable;
(viii) the date, if any, after which such Convertible Debt Securities or JCC
Debt Securities may be redeemed and the redemption prices; (ix) the date or
dates on which interest, if any, will be payable and the record date or dates
therefor or the method by which such date or dates will be determined; (x) the
period or periods within which, the price or prices at which, the currency or
currencies (including currency units) in which, and the terms and conditions
upon which, such Convertible Debt Securities or JCC Debt Securities may be
redeemed, in whole or in part, at the option of Jacor or JCC, as applicable;
(xi) the obligation, if any, of Jacor or JCC to redeem or purchase such
Convertible Debt Securities or JCC Debt Securities pursuant to any sinking fund
or analogous provisions, upon the happening of a specified event or at the
option of a holder thereof and the period or periods within which, the price or
prices at which and the terms and conditions upon which, such Convertible Debt
Securities or JCC Debt Securities shall be redeemed or purchased, in whole or in
part, pursuant to such obligations; (xii) the terms and conditions upon which
conversion or exchange of such Convertible Debt Securities will be effected,
including the exchange terms, the conversion price, the
 
                                       8

conversion period and other conversion or exchange provisions in addition to or
in lieu of those described below; (xiii) if other than the principal amount
thereof, the portion of the principal amount of such Convertible Debt Securities
or JCC Debt Securities which will be payable upon declaration of the
acceleration of the maturity thereof or the method by which such portion shall
be determined; (xiv) the person to whom any interest on any such Debt Security
or Convertible Debt Security shall be payable if other than the person in whose
name such Debt Security or Convertible Debt Security is registered on the
applicable record date; (xv) any addition to, or modification or deletion of,
any Event of Default or any covenant of Jacor or JCC specified in the Indenture
with respect to such Convertible Debt Securities or JCC Debt Securities; (xvi)
the application, if any, of such means of defeasance or covenant defeasance as
may be specified for such Convertible Debt Securities or JCC Debt Securities;
(xvii) whether such Convertible Debt Securities or JCC Debt Securities are to be
issued in whole or in part in the form of one or more temporary or permanent
global securities and, if so, the identity of the depositary for such global
security or securities; (xviii) whether such Convertible Debt Securities or JCC
Debt Securities shall be subordinated and subject to the right to prior payment
in full of all Senior Debt, including the then-existing credit facilities; and
(xix) any other special terms pertaining to such Convertible Debt Securities or
JCC Debt Securities. Unless otherwise specified in the applicable Prospectus
Supplement, the Convertible Debt Securities or JCC Debt Securities will not be
listed on any securities exchange. Unless otherwise provided in the applicable
Prospectus Supplement, principal and premium, if any, or interest, if any, will
be payable and the Convertible Debt Securities or JCC Debt Securities may be
surrendered for payment or transferred at the offices of the applicable Trustee
as paying and authenticating agent, provided that payment of interest on
Registered Securities may be made at the option of Jacor or JCC, as applicable,
by check mailed to the address of the person entitled thereto as it appears in
the Security Register. Payment of Convertible Debt Securities or JCC Debt
Securities in bearer form will be made at such paying agencies outside of the
United States as Jacor or JCC, as applicable, may appoint.
 
    Unless otherwise specified in the applicable Prospectus Supplement, the
Convertible Debt Securities and JCC Debt Securities will be issued in fully
registered form without coupons in denominations set forth in the Prospectus
Supplement. No service charge will be made for any transfer or exchange of such
Convertible Debt Securities or JCC Debt Securities, but Jacor or JCC, as
applicable, may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith. Where Convertible Debt
Securities and JCC Debt Securities of any series are issued in bearer form, the
special restrictions and considerations, including special offering restrictions
and special Federal income tax considerations, applicable to any such
Convertible Debt Securities or JCC Debt Securities and to payment on and
transfer and exchange of such Convertible Debt Securities or JCC Debt Securities
will be described in the Prospectus Supplement. Bearer Convertible Debt
Securities and JCC Debt Securities will be transferrable by delivery.
 
    Some of the Convertible Debt Securities and JCC Debt Securities may be
issued at a discount (bearing no interest or interest at below market rates) to
be sold at a substantial discount below their stated principal amount. Federal
income tax consequences and other special considerations applicable to any such
Convertible Debt Securities and JCC Debt Securities will be described in the
applicable Prospectus Supplement.
 
    The Prospectus Supplement for a particular series may indicate terms for
redemption at the option of a Holder. Unless otherwise indicated in the
applicable Prospectus Supplement, the covenants contained in the Indentures and
the Convertible Debt Securities or JCC Debt Securities (as the case may be)
would not provide for redemption at the option of a Holder nor necessarily
afford Holders thereof protection in the event of a highly leveraged or other
transaction that may adversely affect such Holders.
 
CONVERSION OF CONVERTIBLE DEBT SECURITIES
 
    The following provisions will further apply to Convertible Debt Securities,
unless otherwise provided in the applicable Prospectus Supplement for such
Convertible Debt Securities. The holder of any Convertible Debt Securities will
have the right exercisable at any time prior to maturity, or prior to such other
date as may be specified in the applicable Prospectus Supplement, unless
previously redeemed by Jacor or JCC, as applicable, to convert such Convertible
Debt Securities into shares of Jacor Common Stock or Jacor Preferred Stock at
the conversion price set forth in the applicable Prospectus Supplement, subject
to adjustment. In the case of Convertible Debt Securities called for redemption,
conversion rights will expire at the close of business on the date fixed for the
redemption unless Jacor or JCC, as applicable, shall default in
 
                                       9

payment of the redemption price, except that in the case of redemption at the
option of the Holder thereof, if applicable, the conversion right will terminate
upon receipt of written notice of the exercise of such option. In certain
events, the conversion price will be subject to adjustment as set forth in the
applicable Prospectus Supplement. Fractional shares of Jacor Common Stock or
Jacor Preferred Stock will not be issued upon conversion, but, in lieu thereof,
Jacor or JCC, as applicable, will pay a cash adjustment based on the then
current market price for the Jacor Common Stock or Jacor Preferred Stock.
 
EXCHANGEABILITY
 
    The Holders of Convertible Debt Securities of any series may be obligated at
any time or at maturity to exchange them for Jacor Common Stock, Jacor Preferred
Stock or other debt securities of Jacor issued hereunder. The terms of any such
exchange will be described in the Prospectus Supplement relating to such series
of Convertible Debt Securities.
 
SUBORDINATION
 
    The Convertible Debt Securities and JCC Debt Securities may be subordinated
and junior in right of payment, to the extent set forth in the applicable
Prospectus Supplement, to all "Senior Debt" of Jacor, JCC or the Guarantors, as
applicable, including the then-existing credit facilities, as set forth in the
applicable Prospectus Supplement.
 
    To the extent the JCC Debt Securities and/or the Convertible Debt Securities
are subordinated to Senior Debt, the Indentures will provide 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 Convertible Debt Securities and JCC Debt Securities) or distribution (by
set-off or otherwise) may be made by or on behalf of Jacor, JCC or a Guarantor,
as applicable, on account of the principal of, premium, if any, or interest on
the Convertible Debt Securities and JCC Debt Securities (including any
repurchases of Convertible Debt Securities and JCC Debt Securities) or any other
amounts with respect thereto, or on account of the redemption provisions of the
Convertible Debt Securities and JCC Debt Securities, for cash or property (other
than Junior Securities), (i) upon the maturity of any Senior Debt of Jacor, 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 Jacor,
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 Jacor, JCC or such Guarantor, as applicable, and the Trustee by
Representative under the then-existing credit facilities 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 Convertible Debt Securities and
JCC Debt Securities) or distribution (by set-off or otherwise) may be made by or
on behalf of Jacor, 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
Convertible Debt Securities and JCC Debt Securities (including any repurchases
of any of the Convertible Debt Securities and JCC Debt Securities), or any other
amount with respect thereto, or on account of the redemption provisions of the
Convertible Debt Securities and JCC Debt 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 (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), Jacor, JCC and
the Guarantors, as applicable, shall not be prohibited by the
 
                                       10

subordination provisions from paying all sums then due and not paid to the
Holders of the Convertible Debt Securities and JCC Debt Securities during the
Payment Blockage Period due to the foregoing prohibitions and to resume all
other payments as and when due on the Convertible Debt Securities and JCC Debt
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 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 Jacor, JCC or any Guarantor upon any
dissolution, winding up, total or partial liquidation or reorganization of
Jacor, 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 marshaling of assets or liabilities, (i) the holders
of all Senior Debt of Jacor, 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 Convertible Debt Securities and JCC Debt Securities) or
distribution on account of principal of, premium, if any, and interest on, or
any other amounts with respect to, the Convertible Debt Securities and JCC Debt
Securities (other than Junior Securities) and (ii) any payment or distribution
of assets of Jacor, 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 Indentures, 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 Jacor, 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 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 Indentures will
contain other customary subordination provisions, including rights of
subrogation and rights to file claims in bankruptcy.
 
    As among Jacor, JCC, the Guarantors and the Holders, no provision contained
in the Indentures or the Convertible Debt Securities and JCC Debt Securities
will affect the obligations of Jacor, JCC and the Guarantors, which are absolute
and unconditional, to pay, when due, principal of, premium, if any, and interest
on the Convertible Debt Securities and JCC Debt Securities. The subordination
provisions of the Indentures and the Convertible Debt Securities and JCC Debt
Securities will not prevent the occurrence of any Default or Event of Default
under the Indentures or limit the rights of the Trustee or any Holder to pursue
any other rights or remedies with respect to the Convertible Debt Securities and
JCC Debt Securities.
 
    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 Jacor, JCC or
any of the Guarantors or a marshaling of assets or liabilities of Jacor, JCC or
any of the Guarantors, holders of the Convertible Debt Securities and JCC Debt
Securities may receive ratably less than other creditors.
 
                                       11

    Jacor and JCC conduct operations through their subsidiaries. Accordingly,
Jacor's and JCC's ability to meet their cash obligations will be dependent upon
the ability of their subsidiaries to make cash distributions to Jacor and JCC,
respectively. Furthermore, any right of Jacor or 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 Jacor or JCC, as
applicable, is itself recognized as a creditor or preferred stockholder of such
subsidiary, in which case the claims of Jacor or JCC, as applicable, would still
be subordinate to any indebtedness or preferred stock of such subsidiary senior
in right of payment to that held by Jacor or JCC, as applicable.
 
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 JCC Debt Securities and/or the
Convertible Debt Securities 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 applicable Convertible Debt
Securities or JCC Debt Securities and (ii) at the time of the issuance of such
Convertible Debt Securities or JCC Debt Securities, the Guarantor (A) was
insolvent or became insolvent as a result of the incurrence of the obligations
represented by such Convertible Debt Securities or JCC Debt Securities, (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 of such Convertible Debt Securities or JCC Debt Securities. 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 will be
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 proceeds actually received by any given Guarantor from the offering of
such Convertible Debt Securities or JCC Debt Securities.
 
    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 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 Jacor's obligations under the Jacor
Convertible Debt Securities, JCC's obligations under the JCC Debt Securities
and/or JCC Convertible Debt Securities 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 such Convertible Debt Securities or JCC Debt
Securities or the Guarantees were incurred with actual intent to hinder, delay,
or defraud now existing or future creditors. If the obligations under such
Convertible Debt Securities or JCC Debt Securities 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 such Convertible Debt Securities
or JCC Debt Securities. 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 such Convertible Debt
Securities or JCC Debt Securities.
 
                                       12

CERTAIN COVENANTS
 
    REPURCHASE OF NOTES AT THE OPTION OF THE HOLDER UPON A CHANGE OF CONTROL
 
    The Indentures will provide that in the event that a Change of Control has
occurred, each Holder of Convertible Debt Securities or JCC Debt Securities will
have the right, at such Holder's option, pursuant to an irrevocable and
unconditional offer by Jacor or JCC , as applicable, (the "Change of Control
Offer"), to require Jacor or JCC, as applicable, to repurchase all or any part
of such Holder's Convertible Debt Securities or JCC Debt Securities (PROVIDED,
that the principal amount of such Convertible Debt Securities or JCC Debt
Securities 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 remain open for 20 Business Days
following its commencement (the "Change of Control Offer Period"). Upon
expiration of the Change of Control Offer Period, Jacor or JCC, as applicable,
promptly shall purchase all Convertible Debt Securities or JCC Debt Securities
properly tendered in response to the Change of Control Offer.
 
    As used herein, (a) prior to the earlier of (x) the maturity of the 1994
9 3/4% Notes (as defined herein), (y) the date upon which defeasance of the 1994
9 3/4% Notes becomes effective, and (z) the date on which there are no longer
any 1994 9 3/4% Notes outstanding under the terms of the governing indenture
(each a "1994 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 Jacor), 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 1994 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
 
                                       13

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, Jacor or JCC, as
applicable, will (i) accept for payment Convertible Debt Securities or JCC Debt
Securities 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 Convertible Debt Securities or JCC Debt Securities so tendered and (iii)
deliver to the Trustee Convertible Debt Securities or JCC Debt Securities so
accepted together with an Officers' Certificate listing the Convertible Debt
Securities or JCC Debt Securities or portions thereof being purchased by Jacor
or JCC, as applicable. The Paying Agent promptly will pay the Holders of
Convertible Debt Securities or JCC Debt Securities 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 Convertible Debt Security or JCC Debt Security equal in principal
amount to any unpurchased portion of the Convertible Debt Securities or JCC Debt
Securities surrendered. Any Convertible Debt Securities or JCC Debt Securities
not so accepted will be delivered promptly by Jacor or JCC, as applicable, to
the Holder thereof. Jacor or JCC, as applicable, publicly will announce the
results of the Change of Control Offer on or as soon as practicable after the
Change of Control Purchase Date.
 
    A change of control under the indenture which governs each of the
Convertible Debt Securities or JCC Debt Securities, the 1994 9 3/4% Notes, the
1996 10 1/8% Notes, the LYONs (as defined herein) and the 1996 9 3/4% Notes will
result in a default under the Credit Facility (as defined herein). Additionally,
unless Jacor and/or JCC, as applicable, is successful in seeking consents from
its lenders under the Credit Facility to permit change of control repurchase
offers for each of the Convertible Debt Securities or JCC Debt Securities, the
1994 9 3/4% Notes, the 1996 10 1/8% Notes, the LYONs or the 1996 9 3/4% Notes or
Jacor and/or JCC, as applicable, is successful in refinancing such borrowings,
such event of default under the Credit Facility would constitute an event of
default under each of the Convertible Debt Securities or JCC Debt Securities,
the 1994 9 3/4% Notes, the 1996 10 1/8% Notes, the LYONs and the 1996 9 3/4%
Notes. Such events of default could result in the immediate acceleration of all
then outstanding indebtedness under each of the Convertible Debt Securities or
JCC Debt Securities, the 1994 9 3/4% Notes, the 1996 10 1/8% Notes, the LYONs
and the 1996 9 3/4% Notes. As a result, differences in the definitions of change
of control under the indentures for the Convertible Debt Securities or JCC Debt
Securities, the 1994 9 3/4% Notes, the 1996 10 1/8% Notes, the LYONs and the
1996 9 3/4% Notes will not have a difference in the effect on Jacor or JCC , as
applicable, 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 Convertible Debt Securities or JCC
Debt Securities, the 1994 9 3/4% Notes, the 1996 10 1/8% Notes and the 1996
9 3/4% Notes which would not result in a change of control under the LYONs or
VICE VERSA. See "Description of Indebtedness."
 
    The Change of Control purchase feature of the Convertible Debt Securities or
JCC Debt Securities may make more difficult or discourage a takeover of Jacor or
JCC, and, thus, the removal of incumbent management.
 
    The phrase "all or substantially all" of the assets of Jacor or JCC, as
applicable, 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 Jacor or JCC, as applicable, has occurred.
In addition, no assurance can be given that Jacor or JCC, as applicable, will be
able to acquire Convertible Debt Securities or JCC Debt Securities 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 Indentures will provide that, except as set forth below in this
covenant, Jacor, JCC and any Subsidiary Guarantors will not, and will not permit
any of their Subsidiaries to, directly or indirectly, issue,
 
                                       14

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, Jacor or 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 the ratio specified in the Indentures.
 
    Indebtedness or Disqualified Capital Stock of any person which is
outstanding at the time such person becomes a Subsidiary of Jacor or JCC
(including upon designation of any subsidiary or other person as a Subsidiary)
or is merged with or into or consolidated with Jacor or JCC or a Subsidiary of
Jacor or JCC, respectively, shall be deemed to have been incurred at the time
such Person becomes such a Subsidiary of Jacor or JCC, respectively, or is
merged with or into or consolidated with Jacor or JCC, respectively, or a
Subsidiary of Jacor or JCC, as applicable.
 
    LIMITATION ON RESTRICTED PAYMENTS
 
    The Indentures will provide that Jacor and JCC and their 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) Jacor and JCC is not permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Leverage Ratio described in the covenant
"Limitation on Incurrence of Additional Indebtedness and Disqualified Capital
Stock," or (3) the aggregate amount of all Restricted Payments made by Jacor and
JCC and their Subsidiaries, including after giving effect to such proposed
Restricted Payment, from and after the Issue Date, would exceed the amount
specified in the Indentures.
 
    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 an amount
specified in the Indentures, (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.
 
    LIMITATION ON DIVIDENDS AND OTHER PAYMENT RESTRICTIONS AFFECTING
SUBSIDIARIES
 
    The Indentures will provide that Jacor, JCC and their 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 Jacor or
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, Jacor
or JCC or any Subsidiary of Jacor or JCC, respectively, except (a) restrictions
imposed by the JCC Debt Securities, the Convertible Debt Securities 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 Indentures or
any agreement relating to any property, asset, or business acquired by Jacor,
JCC or any of their 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
 
                                       15

restrictive than that imposed by Jacor's or JCC's, as applicable, credit
facilities in effect as of the Issue Date, (f) restrictions with respect solely
to a Subsidiary of Jacor or 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.
 
    LIMITATIONS ON LAYERING INDEBTEDNESS; LIENS
 
    The Indentures will provide that Jacor, JCC and their Subsidiaries will not,
and will not permit any of their Subsidiaries to, directly or indirectly, incur,
or, other than with respect to the 1996 10 1/8% Notes, suffer to exist (a) any
Indebtedness that is subordinate in right of payment to any other Indebtedness
of Jacor, JCC or a Guarantor unless, by its terms, such Indebtedness (i) has a
maturity date subsequent to the Stated Maturity of the respective Convertible
Debt Securities or JCC Debt Securities and an Average Life longer than that of
such Convertible Debt Securities or JCC Debt Securities and (ii) is subordinate
in right of payment to, or ranks PARI PASSU with, such JCC Debt Securities,
Convertible Debt Securities 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 Indentures will provide that Jacor, JCC and their 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 Jacor or JCC), and including any sale or other
transfer or issuance of any Equity Interests of any direct or indirect
Subsidiary of Jacor or JCC, whether by Jacor or 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 Convertible Debt
Securities and/or JCC Debt Securities in accordance with the terms of the
Indentures or to the repurchase of the Convertible Debt Securities and/or JCC
Debt Securities pursuant to an irrevocable, unconditional cash offer (the "Asset
Sale Offer") to repurchase Convertible Debt Securities and/or JCC Debt
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, obligations and securities) which
in the good faith reasonable judgment of the Board of Jacor or JCC, as
applicable, will immediately constitute or be a part of a Related Business of
Jacor or JCC, as applicable, 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
 
                                       16

amount of (A) any Indebtedness (other than the Convertible Debt Securities
and/or JCC Debt 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 Jacor or JCC, as applicable, 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 Jacor or JCC, as applicable, is exchanging
all or substantially all the assets of one or more Related Businesses operated
by Jacor or JCC, as applicable, 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 Jacor or JCC, as applicable, determines in good faith
that Jacor or JCC, as applicable, or such Subsidiary, as applicable, receives
fair market value for such Asset Sale.
 
    The Indentures 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, Jacor or JCC, as applicable, shall apply the Asset
Sale Offer Amount plus an amount equal to accrued interest to the purchase of
all Convertible Debt Securities and/or JCC Debt Securities properly tendered (on
a PRO RATA basis if the Asset Sale Offer Amount is insufficient to purchase all
Convertible Debt Securities and/or JCC Debt Securities so tendered) at the Asset
Sale Offer Price (together with accrued interest). To the extent that the
aggregate amount of Convertible Debt Securities and/or JCC Debt Securities
tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer
Amount, Jacor or JCC, as applicable, may use any remaining Net Cash Proceeds for
general corporate purposes as otherwise permitted by the Indentures 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 Convertible Debt Securities
and/or JCC Debt Securities are not purchased pursuant thereto.
 
    Notwithstanding the foregoing provisions of the first paragraph of this
covenant the Indentures will provide that with respect to an Asset Sale Offer,
Jacor or JCC, as applicable, will not be permitted to commence an Asset Sale
Offer for the Convertible Debt Securities and/or JCC Debt Securities until such
time as an Asset Sale Offer for the 1994 9 3/4% Notes, the 1996 10 1/8% Notes
and the 1996 9 3/4% 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 1994 9 3/4% Notes the 1996 10 1/8% Notes and the 1996 9 3/4%
Notes, Jacor or JCC, as applicable, may use the remaining Net Cash Proceeds to
commence an Asset Sale Offer for the Convertible Debt Securities and/or JCC Debt
Securities; PROVIDED, that the amount of Net Cash Proceeds used for such Asset
Sale Offer for the Convertible Debt Securities and/or JCC Debt Securities 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 1994 9 3/4% Notes and with respect to the 1996 10 1/8% Notes and
the 1996 9 3/4% Notes the amount required under the covenant Limitation on Sale
of Assets and Subsidiary Stock set forth in the governing indenture; PROVIDED,
HOWEVER, that with respect to the 1994 9 3/4% Notes this paragraph shall be of
no further force and effect upon the occurrence of a 1994 9 3/4% Note Event and
with respect to the 1996 10 1/8% Notes and the 1996 9 3/4% Notes this paragraph
shall be of no further force and effect upon the earlier of (w) the maturity of
the 1996 10 1/8% Notes or the 1996 9 3/4% Notes, as applicable, (x) the date
upon which defeasance of the 1996 10 1/8% Notes or the 1996 9 3/4% Notes, as
applicable, becomes effective, (y) the date on which there are no longer any
1996 10 1/8% Notes or 1996 9 3/4% Notes, as applicable, outstanding under the
terms of the governing indenture 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 1996 10 1/8% Notes or the 1996
9 3/4% Notes, as applicable.
 
                                       17

    Notwithstanding the foregoing provisions of the first paragraph of this
covenant and without complying with the foregoing provisions:
 
        (i) Jacor or JCC, as applicable, 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 Indentures;
 
        (ii) Jacor or JCC, as applicable, 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 Jacor or JCC, as applicable, or
    such Subsidiary, as applicable; and
 
       (iii) any of Jacor's or JCC's, as applicable, Subsidiaries may convey,
    sell, transfer, assign or otherwise dispose of assets to, or merge with or
    into, Jacor or JCC, as applicable, 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 Convertible Debt Securities
and/or JCC Debt Securities, 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, Jacor or JCC, as applicable, 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 Indentures will provide that Jacor, JCC and their 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)
Jacor or 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 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 Jacor, JCC or any of their
Subsidiaries (as determined in good faith) by the management of Jacor or JCC or,
if such Asset Swap includes consideration in excess of $2.5 million, by the
Board of Directors of Jacor or JCC, respectively, 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 Jacor, JCC
and their 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 Jacor, JCC or their Subsidiaries, calculated from the time
the agreement to swap assets was entered into.
 
    LIMITATION ON TRANSACTIONS WITH AFFILIATES
 
    The Indentures will provide that neither Jacor, JCC nor any of their
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 Jacor or JCC, as
applicable, and no less favorable to Jacor or JCC, as applicable, 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(s) has been approved by a majority of the members of the Board of
Directors of Jacor or JCC, as applicable, who are disinterested in
 
                                       18

such transaction or, (B) with regard to JCC, 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(s) have been approved by a majority of the members of the Board of
Directors of Jacor who are disinterested in such transaction and (iii) if
involving consideration to either party in excess of $10.0 million, unless in
addition Jacor or JCC, as applicable, prior to the consummation thereof, obtains
a written favorable opinion as to the fairness of such transaction to Jacor or
JCC, as applicable, from a financial point of view from an independent
investment banking firm of national reputation.
 
    LIMITATION ON MERGER, SALE OR CONSOLIDATION
 
    The Indentures will provide that Jacor and 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 their 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) Jacor or JCC, as applicable, 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 Jacor or JCC, as
applicable, in connection with the JCC Debt Securities, Convertible Debt
Securities and/or the Indentures; (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 Jacor or JCC or consummation of a Plan of Liquidation in
accordance with the foregoing, the successor corporation formed by such
consolidation or into which Jacor or JCC, as applicable, 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, Jacor or JCC
under the Indentures with the same effect as if such successor corporation had
been named therein as Jacor or JCC, and Jacor or JCC shall be released from the
obligations under the respective Convertible Debt Securities and/or JCC Debt
Securities and the Indentures except with respect to any obligations that arise
from, or are related to, such transaction.
 
    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, Jacor's or JCC's interest in which constitutes all or
substantially all of the properties and assets of Jacor or JCC, as applicable,
shall be deemed to be the transfer of all or substantially all of the properties
and assets of Jacor or JCC, as applicable.
 
    LIMITATION ON LINES OF BUSINESS
 
    The Indentures will provide that neither Jacor, JCC nor any of their
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 Indentures will provide that Jacor, 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 Jacor or JCC, as applicable, to any person other
than Jacor or JCC, as applicable, or a wholly owned Subsidiary of Jacor or JCC,
as applicable, except for Equity Interests with no preferences or special rights
or privileges and with no redemption or prepayment provisions.
 
    SUBSIDIARY GUARANTORS
 
    The Indentures will provide that (i) all present Subsidiaries of Jacor or
JCC, if any, and their Subsidiaries (other than Excluded Subsidiaries), and (ii)
all future Subsidiaries of Jacor or JCC and their Subsidiaries
 
                                       19

(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 Jacor, JCC or their
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 JCC Debt Securities and the Convertible Debt 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 Jacor or JCC from becoming
a Subsidiary Guarantor, such Subsidiary shall immediately thereafter become a
Subsidiary Guarantor; PROVIDED, FURTHER, in the event that any Subsidiary of
Jacor, JCC or their Subsidiaries becomes a guarantor of any other Indebtedness
of Jacor, JCC or any of their Subsidiaries or any of their Subsidiaries, such
Subsidiary shall immediately thereafter become a Subsidiary Guarantor.
 
    All subsidiaries of Jacor or JCC, as applicable, (other than the Excluded
Subsidiaries) will be Subsidiary Guarantors if required by the covenant
"Subsidiary Guarantors."
 
    RELEASE OF GUARANTORS
 
    The Indentures 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 Indentures, 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 Indentures on the
terms set forth in the Indentures; (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 Indentures, such Subsidiary Guarantor will be deemed released from its
obligations under its Guarantee of the Convertible Debt Securities and/or JCC
Debt Securities; 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 Jacor or JCC or any other Subsidiary
shall also terminate upon such release, sale or transfer.
 
    LIMITATION ON STATUS AS INVESTMENT COMPANY
 
    The Indentures will prohibit Jacor, JCC and their 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 JCC 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 JCC
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
 
                                       20

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 Indentures will define an Event of Default as (i) the failure by Jacor
or JCC, as applicable, to pay any installment of interest on the Convertible
Debt Securities and/or JCC Debt Securities as and when the same becomes due and
payable and the continuance of any such failure for 30 days, (ii) the failure by
Jacor or JCC, as applicable, to pay all or any part of the principal, or
premium, if any, on such Convertible Debt Securities or JCC Debt Securities when
and as the same becomes due and payable at maturity, redemption, by acceleration
or otherwise, (iii) the failure by Jacor, JCC or any Guarantor, as applicable,
to observe or perform any other covenant or agreement contained in the JCC Debt
Securities, Convertible Debt Securities and/or the Indentures and, subject to
certain exceptions, the continuance of such failure for a period of 60 days
after written notice is given to Jacor or JCC, as applicable, by the Trustee or
to Jacor or JCC, as applicable, and the Trustee by the Holders of at least 25%
in aggregate principal amount of the such Convertible Debt Securities or JCC
Debt Securities outstanding, as the case may be, (iv) certain events of
bankruptcy, insolvency or reorganization in respect of Jacor, JCC or any of
their Significant Subsidiaries, (v) a default in any issue of Indebtedness of
Jacor, 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 Jacor, JCC or any of their Subsidiaries and not stayed, bonded
or discharged within 60 days. The Indentures will provide 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 Jacor, JCC or any Significant
Subsidiary,) then in every such case, unless the principal of all of the
Convertible Debt Securities and JCC Debt Securities shall have already become
due and payable, either the Trustee or the Holders of 25% in aggregate principal
amount of such Convertible Debt Securities or JCC Debt Securities at the time
outstanding, by notice in writing to Jacor or 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 Jacor's or
JCC's credit facilities then in effect 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 Jacor or JCC, as applicable, 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 such credit facilities. In the event a declaration of acceleration
resulting from an Event of Default described in clause (v) 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, 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 Jacor, JCC or any Significant Subsidiary occurs, all
principal and accrued interest thereon will be immediately due and payable on
all outstanding Convertible Debt Securities and JCC Debt Securities without any
declaration or other act on the part of Trustee or the Holders. The Holders of a
majority in aggregate principal amount of such Convertible Debt Securities or
JCC Debt Securities at the time outstanding, as the case may be, 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 such
Convertible Debt Securities or JCC Debt Securities 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.
 
                                       21

    Prior to the declaration of acceleration of the maturity of any Convertible
Debt Securities or JCC Debt Securities, the Holders of a majority in aggregate
principal amount of such Convertible Debt Securities or JCC Debt Securities at
the time outstanding, as the case may be, 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 Debt Security or Convertible Debt Security 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 Debt Security or
Convertible Debt Security affected. Subject to the provisions of the Indentures
relating to the duties of the Trustee, the Trustee will be under no obligation
to exercise any of its rights or powers under the Indentures 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
Indentures and applicable law, the Holders of a majority in aggregate principal
amount of the Convertible Debt Securities or JCC Debt Securities at the time
outstanding, as the case may be, 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 Indentures will provide that Jacor or JCC may, at its option, elect to
have its obligations and the obligations of the Guarantors discharged with
respect to the outstanding Convertible Debt Securities and/or JCC Debt
Securities ("Legal Defeasance"). Such Legal Defeasance means that Jacor or JCC,
as applicable, shall be deemed to have paid and discharged the entire
indebtedness represented, and the Indentures shall cease to be of further effect
as to all such outstanding Convertible Debt Securities and JCC Debt Securities
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 Convertible
Debt Securities and JCC Debt Securities when such payments are due from the
trust funds; (ii) Jacor's or JCC's, as applicable, obligations with respect to
such Convertible Debt Securities and JCC Debt Securities concerning issuing
temporary Convertible Debt Securities and JCC Debt Securities, registration of
Convertible Debt Securities and JCC Debt Securities, mutilated, destroyed, lost
or stolen Convertible Debt Securities and JCC Debt Securities, 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 Jacor's or JCC's, as applicable, obligations in connection
therewith; and (iv) the Legal Defeasance provisions of the Indentures. In
addition, Jacor or JCC may, at its option and at any time, elect to have the
obligations of Jacor or JCC and the Guarantors released with respect to certain
covenants that are described in the Indentures ("Covenant Defeasance") and
thereafter any omission to comply with such obligations shall not constitute a
Default or Event of Default with respect to the Convertible Debt Securities and
JCC Debt Securities. 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 Convertible Debt Securities and JCC Debt
Securities.
 
    In order to exercise either Legal Defeasance or Covenant Defeasance, (i)
Jacor or JCC, as applicable, must irrevocably deposit with the Trustee, in
trust, for the benefit of the Holders of the Convertible Debt Securities and JCC
Debt Securities, 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 Convertible Debt Securities and JCC Debt
Securities 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 Convertible Debt Securities and JCC Debt Securities, and the Holders of
Convertible Debt Securities and JCC Debt Securities must have a valid,
perfected, exclusive security interest in such trust; (ii) in the case of the
Legal Defeasance, Jacor or JCC, as applicable, shall have delivered to the
Trustee an opinion of counsel in the United States reasonably acceptable to the
Trustee confirming that (A) Jacor or JCC, as applicable, has received from, or
there has been published by the Internal Revenue Service, a ruling or (B) since
the date of the Indentures, 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 Convertible Debt
Securities and JCC Debt Securities 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
 
                                       22

same times as would have been the case if such Legal Defeasance had not
occurred; (iii) in the case of Covenant Defeasance, Jacor or JCC, as applicable,
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
Convertible Debt Securities and JCC Debt 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 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 Jacor, JCC or any of their Subsidiaries is a party or by
which Jacor, JCC or any of their Subsidiaries is bound; (vi) Jacor or JCC, as
applicable, shall have delivered to the Trustee an Officers' Certificate stating
that the deposit was not made by Jacor or JCC, as applicable, with the intent of
preferring the holders of such Convertible Debt Securities and JCC Debt
Securities over any other creditors of Jacor or JCC, as applicable, or with the
intent of defeating, hindering, delaying or defrauding any other creditors of
Jacor or JCC, as applicable, or others; and (vii) Jacor or JCC, as applicable,
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.
 
    Jacor or JCC, as applicable, shall have delivered to the Trustee any
required consent of the lenders under its then-existing credit facilities to
such defeasance or covenant defeasance, as the case may be.
 
AMENDMENTS AND SUPPLEMENTS
 
    The Indentures will contain provisions permitting Jacor, 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 Convertible Debt
Securities and JCC Debt Securities at the time outstanding, as the case may be,
Jacor, JCC, the Guarantors and the Trustee are permitted to amend or supplement
the Indentures 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 such Convertible Debt
Securities and/or JCC Debt Securities at the time outstanding, provided, that no
such modification may, without the consent of each Holder affected thereby: (i)
change the Stated Maturity on any Debt Security or Convertible Debt 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 Debt
Security or Convertible Debt 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 alter the provisions (including the defined
terms used therein) regarding the right of Jacor or JCC, as applicable, to
redeem the Convertible Debt Securities and JCC Debt Securities in a manner
adverse to the Holders, or (ii) reduce the percentage in principal amount of the
outstanding Convertible Debt Securities and/or JCC Debt Securities, the consent
of whose Holders is required for any such amendment, supplemental indenture or
waiver provided for in the Indentures, or (iii) modify any of the waiver
provisions, except to increase any required percentage or to provide that
certain other provisions of the Indentures cannot be modified or waived without
the consent of the Holder of each outstanding Debt Security or Convertible Debt
Security affected thereby. The Indentures 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 lenders under the Jacor or JCC credit facilities
then in effect.
 
NO PERSONAL LIABILITY OF STOCKHOLDERS, OFFICERS OR DIRECTORS
 
    The Indentures will provide that no direct or indirect stockholder,
employee, officer or director, as such, past, present or future of Jacor, JCC,
the Guarantors or any successor entity shall have any personal liability
 
                                       23

in respect of the obligations of Jacor, JCC or the Guarantors under the
Indentures, the JCC Debt Securities and/or the Convertible Debt Securities by
reason of his or its status as such stockholder, employee, officer or director.
 
REGARDING THE TRUSTEE
 
    The Indentures will provide that, except during the continuance of an Event
of Default, the Trustee shall perform only such duties as are specifically set
forth in the Indentures. During the continuance of any Event of Default, the
Trustee shall exercise such of the rights and powers vested in it under the
Indenture and use the same degree of care and skill in their exercise as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.
 
    The Trustee may acquire and hold Convertible Debt Securities or JCC Debt
Securities and, subject to certain conditions, otherwise deal with Jacor or JCC
as if it were not the Trustee under the Indentures.
 
    Jacor and JCC may maintain deposit accounts and conduct other banking
transactions with the Trustee in the ordinary course of Jacor's and JCC's
business.
 
CERTAIN DEFINITIONS
 
    "ACQUIRED INDEBTEDNESS" means Indebtedness or Disqualified Capital Stock of
any person existing at the time such person becomes a Subsidiary of Jacor or
JCC, including by designation, or is merged or consolidated into or with either
of Jacor, JCC or one of their 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 Jacor or 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 Jacor or JCC, as
applicable. 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 Jacor or JCC,
as applicable, in good faith believes will be satisfied, for a substantially
concurrent purchase and sale, or exchange, of Productive Assets between Jacor or
JCC, as applicable, or any of their 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.
 
                                       24

    "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 at least A-2 or the
equivalent thereof by Standard & Poor's Corporation or at least A-2 or the
equivalent thereof by Moody's Investors Service, Inc. and in each case maturing
within one year after the date of acquisition.
 
    "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 Jacor or JCC, as applicable, 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 Jacor 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 Jacor or JCC, as applicable, 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
 
                                       25

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," as of the date hereof, means the Credit Agreement dated
as of June 12, 1996, as amended, by and among JCC (formerly JCAC, Inc.), The
Chase Manhattan Bank (as successor by merger to Chemical Bank), as
Administrative Agent, Banque Paribas, as Documentation Agent, Bank of America
Illinois, as Syndication Agent, and certain financial institutions which are
parties thereto from time to time, including any related notes, guarantees,
collateral documents, instruments, letters of credit, reimbursement obligations
and other agreements executed by Jacor, JCC and/or any of their Subsidiaries in
connection therewith (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, 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 Convertible Debt Securities and JCC
Debt Securities, and (b) with respect to any Subsidiary of such person
(including with respect to any Subsidiary of Jacor or 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 Jacor or JCC, as applicable, (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 Jacor Common Stock, (c) transactions solely between Jacor or
JCC, as applicable, and any of their wholly owned Subsidiaries or solely among
wholly owned Subsidiaries of Jacor or JCC, as applicable, and (d)
 
                                       26

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 any Tax Sharing Agreement.
 
    "FUTURE SUBSIDIARY GUARANTOR" means future Subsidiaries of Jacor or JCC and
their Subsidiaries, which are not prohibited form 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 Jacor or JCC or their Subsidiaries) to which
such Subsidiary is a party.
 
    "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
 
                                       27

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" with respect to each series of Convertible Debt Securities
and/or JCC Debt Securities issued under its respective Indenture, means the date
of first issuance of such series of Convertible Debt Securities and/or JCC Debt
Securities.
 
    "JUNIOR SECURITY" means any Qualified Capital Stock and any Indebtedness of
Jacor, JCC or a Guarantor, as applicable, that is subordinated in right of
payment to Senior Debt at least to the same extent as the Convertible Debt
Securities and JCC Debt 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 such Convertible Debt
Securities and/or JCC Debt Securities; PROVIDED, that in the case of
subordination in respect of Senior Debt under Jacor's or JCC's then-existing
credit facilities, "Junior Security" shall mean any Qualified Capital Stock and
any Indebtedness of Jacor, 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 such credit facilities 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 such credit facilities on the date
of issuance of such Qualified Capital Stock or Indebtedness at least to the same
extent as such Convertible Debt Securities and/or JCC Debt Securities.
 
    "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 Jacor and/ or JCC, as applicable, in the case of a sale of Qualified
Capital Stock and by Jacor and/or JCC, as applicable, and their Subsidiaries in
respect of an Asset Sale or an Event of Loss plus, in the case of an issuance of
Qualified Capital Stock of Jacor and/or JCC, as applicable, upon any exercise,
exchange or conversion of securities (including options, warrants, rights and
convertible or exchangeable debt) of Jacor and/or JCC, as applicable, that were
issued for cash on or after the Issue Date, the amount of cash originally
received by Jacor and/or JCC, as applicable, 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
 
                                       28

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 Jacor and/or JCC, as
applicable, or the amount actually incurred, if greater) of income, franchise,
sales and other applicable taxes required to be paid by Jacor and/or JCC, as
applicable, or any of their Subsidiaries in connection with such Asset Sale.
 
    "OBLIGATION" means any principal, premium or interest payment, or monetary
penalty, or damages, due by Jacor, JCC or any Guarantor under the terms of the
JCC Debt Securities, Convertible Debt Securities and/or the respective
Indenture.
 
    "PERMITTED INDEBTEDNESS" means any of the following:
 
    (a) Jacor, JCC and their 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 Jacor's or 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) Jacor and 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 Jacor or JCC; PROVIDED, that
in the case of Indebtedness of Jacor or JCC, such obligations shall be unsecured
and subordinated in all respects to Jacor's or JCC's obligations pursuant to the
Convertible Debt Securities and JCC Debt 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) Jacor, JCC and the Guarantors may incur Indebtedness evidenced by the
Convertible Debt Securities and JCC Debt Securities and the Guarantees and
represented by the respective Indenture up to the amounts specified therein as
of the date thereof;
 
    (d) Jacor, 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) Jacor, JCC and their 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) Jacor, JCC and the Guarantors may incur Indebtedness incurred pursuant
to Jacor's or JCC's then-existing credit facilities 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 the maximum
borrowing amount permitted by such credit facilities, 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 such lenders, minus the amount of any such
Indebtedness retired with Net Cash Proceeds from any Asset Sale;
 
    (g) Jacor, JCC and the Subsidiary Guarantors may incur Indebtedness under
Interest Swap and Hedging Obligations that do not increase the Indebtedness of
Jacor 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 respective 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 Jacor or 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
 
                                       29

    (i) Jacor, JCC and their Subsidiaries may incur Indebtedness existing on the
Issue Date.
 
    "PERMITTED INVESTMENT" means:
 
    (a) Investments in any of the Convertible Debt Securities and/or JCC Debt
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 Jacor, or (ii) the Acquired Person immediately thereupon either
(1) is merged or consolidated with or into Jacor or any of its Subsidiaries and
the surviving person is Jacor or a Subsidiary of Jacor or (2) transfers or
conveys all or substantially all of its assets, or is liquidated into, Jacor,
JCC or any of their Subsidiaries.
 
    (f) Investments in a person with whom Jacor, JCC or any of their
Subsidiaries have entered into, (i) local market agreements or time brokerage
agreements pursuant to which Jacor, JCC or any one of their 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 Jacor, JCC or
any of their 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 Jacor, JCC and their 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 Jacor or 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 Jacor or
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 Jacor, JCC or any of their Subsidiaries) or
interfere with the ordinary conduct of the business of Jacor, JCC or any of
their 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 Jacor, 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 Jacor, JCC or any of their Subsidiaries or materially detracting
from the value of the relative assets of Jacor, JCC or any of their
Subsidiaries; (j) Liens
 
                                       30

arising from precautionary Uniform Commercial Code financing statement filings
regarding operating leases entered into by Jacor, JCC or any of their
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
Convertible Debt Securities and JCC Debt 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 lenders pursuant to Jacor's or JCC's then- existing
credit facilities and (m) Liens on property of a Subsidiary of Jacor or JCC
provided that such Liens secure only obligations owing by such Subsidiary to
Jacor or JCC or another Subsidiary of Jacor or JCC.
 
    "PRODUCTIVE ASSETS" means assets of a kind used or usable by Jacor, JCC and
their 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 Jacor or 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 Jacor or JCC
issued on or after the Issue Date with the Net Cash Proceeds received by Jacor
or 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.
 
    "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 JCC Debt Securities, Convertible Debt Securities
and/or the respective 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 Jacor or
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 Convertible Debt Securities and JCC Debt 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 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 Jacor, JCC and their Subsidiaries as of the Issue Date and any and
all businesses that in the good faith judgment of the Board of Directors of
Jacor or JCC, as applicable, 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.
 
                                       31

    "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 Jacor, JCC or a Subsidiary
Guarantor shall not be deemed to be a Restricted Investment so long as the
surviving entity is Jacor, 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 Jacor or JCC, or to any of their wholly owned Subsidiary Guarantors,
by any of the Subsidiaries of Jacor or 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 Jacor, JCC or any Guarantor means Indebtedness (including
any monetary obligation in respect of Jacor's or JCC's then-existing credit
facilities, and interest, whether or not such interest is allowed or allowable,
accruing on Indebtedness incurred pursuant to such credit facilities at the
contracted-for rate after the commencement of any proceeding under any
bankruptcy, insolvency or similar law) of Jacor, JCC or such Guarantor arising
under such credit facilities or that, by the terms of the instrument creating or
evidencing such Indebtedness, is expressly designated Senior Debt and made
senior in right of payment to the Convertible Debt Securities and JCC Debt
Securities or the applicable Guarantee; provided, that in no event shall Senior
Debt include (a) Indebtedness to any Subsidiary of Jacor or JCC or any officer,
director or employee of Jacor or JCC or any Subsidiary of Jacor or JCC, (b)
Indebtedness incurred in violation of the terms of the respective Indenture, (c)
Indebtedness to trade creditors, (d) Disqualified Capital Stock and (e) any
liability for taxes owed or owing by Jacor, 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" with respect to each series of Convertible Debt Securities
and/or JCC Debt Securities issued under the respective Indenture, means the
maturity date of such series of Convertible Debt Securities and/or JCC Debt
Securities as set forth in such Indenture.
 
    "SUBORDINATED INDEBTEDNESS" means Indebtedness of Jacor, JCC or a Guarantor
that is subordinated in right of payment to the Convertible Debt Securities and
JCC Debt Securities 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 Indentures, but
excluding any Persons whose guarantees have been released pursuant to the terms
of the
 
                                       32

Indentures. 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 Jacor and JCC 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.
 
                          DESCRIPTION OF CAPITAL STOCK
 
    Jacor's Certificate of Incorporation authorizes 104,000,000 shares of
capital stock, of which 100,000,000 shares are Jacor Common Stock, 2,000,000
shares are Class A Preferred Stock, $.01 par value and 2,000,000 shares are
Class B Preferred Stock, $.01 par value (together with the Class A Preferred
Stock, the "Preferred Stock"). As of December 31, 1996, 31,385,724 shares of
Jacor Common Stock were issued and outstanding.
 
JACOR COMMON STOCK
 
    Under Jacor's Certificate of Incorporation and Delaware law, the holders of
Jacor Common Stock have no preemptive rights and the Jacor Common Stock has no
redemption, sinking fund, or conversion privileges. The holders of Jacor Common
Stock are entitled to one vote for each share held on any matter submitted to
the stockholders and do not have the right to cumulate their votes in the
election of directors. All corporate action requiring stockholder approval,
unless otherwise required by law, Jacor's Certificate of Incorporation or its
Bylaws, must be authorized by a majority of the votes cast. Approval of only a
majority of the outstanding voting shares is required to effect (i) an amendment
to Jacor's Certificate of Incorporation, (ii) a merger or consolidation, and
(iii) a disposition of all or substantially all of Jacor's assets. A majority of
the directors on the Jacor Board, as well as a majority of the outstanding
voting shares, have the ability to amend the Jacor Bylaws.
 
    In the event of liquidation, each share of Jacor Common Stock is entitled to
share ratably in the distribution of remaining assets after payment of all
debts, subject to the prior rights in liquidation of any share of Jacor
Preferred Stock issued. Holders of shares of Jacor Common Stock are entitled to
share ratably in such dividends as the Jacor Board of Directors, in its
discretion, may validly declare from funds legally available therefor, subject
to the prior rights of holders of shares of Jacor Preferred Stock as may be
outstanding from time to time. Certain restrictions on the payment of dividends
are imposed under the Credit Facility. See "Risk Factors--Lack of Dividends;
Restrictions on Payments of Dividends."
 
JACOR CLASS A AND CLASS B PREFERRED STOCK
 
    No shares of Jacor Preferred Stock have been issued. The Class A Preferred
Stock has full voting rights. The Class B Preferred Stock has no voting rights
except as otherwise provided by law or as lawfully fixed by the Jacor Board of
Directors with respect to a particular series.
 
    Jacor's Certificate of Incorporation authorizes the Jacor Board of Directors
to provide from time to time for the issuance of the shares of Jacor Preferred
Stock and by resolution to establish the terms of each
 
                                       33

such series, including (i) the number of shares of the series and the
designation thereof, (ii) the rights in respect of dividends on the shares,
(iii) liquidation rights, (iv) redemption rights, (v) the terms of any purchase,
retirement or sinking fund to be provided for the shares of the series, (vi)
terms of conversion, if any, (vii) restrictions, limitations and conditions, if
any, on issuance of indebtedness of Jacor, (viii) voting rights; and (ix) any
other preferences and other rights and limitations not inconsistent with law,
the Certificate of Incorporation, or any resolution of the Jacor Board of
Directors.
 
    The issuance of Jacor Preferred Stock, while providing flexibility in
connection with the possible acquisitions and other corporate purposes, could
among other things adversely affect the rights of holders of Jacor Common Stock,
and, under certain circumstances, make it more difficult for a third party to
gain control of Jacor. In the event that shares of Jacor Preferred Stock are
issued and convertible into shares of Jacor Common Stock the holders of Jacor
Common Stock may experience dilution.
 
    The Prospectus Supplement for any series of Jacor Preferred Stock will state
the terms, if any, on which shares of that series are convertible into shares of
another series of Jacor Preferred Stock or Jacor Common Stock or exchangeable
for another series of Jacor Preferred Stock, Jacor Common Stock or other debt
securities issued hereunder.
 
JACOR DEPOSITARY SHARES
 
    Jacor may, at its option, elect to offer fractional shares of Class A or
Class B Preferred Stock, rather than full shares of Class A or Class B Preferred
Stock. In the event such option is exercised, Jacor will issue receipts for
Jacor Depositary Shares, each of which will represent a fraction (to be set
forth in the Prospectus Supplement relating to the Class A or Class B Preferred
Stock) of a share of such Jacor Preferred Stock.
 
    The share of Class A or Class B Preferred Stock represented by Jacor
Depositary Shares will be deposited under a Deposit Agreement (the "Deposit
Agreement") between Jacor and a bank or trust company selected by Jacor having
its principal office in the United States and having a combined capital and
surplus of at least $50,000,000 (the "Depositary"). Subject to the terms of the
Deposit Agreement, each owner of a Depositary Share will be entitled, in
proportion to the applicable fraction of a share of Class A or Class B Preferred
Stock represented by such Depositary Share, to all the rights and preferences of
the Class A or Class B Preferred Stock represented thereby (including dividend,
voting, redemption, conversion and liquidation rights).
 
    The above summary description of the Jacor Depositary Shares does not
purport to be complete and is subject to, and qualified in its entirety by
reference to, the description in the applicable Prospectus Supplement and the
detailed provisions of the Deposit Agreement (which will contain the form of
Depositary Receipt). A copy of the form of Deposit Agreement is available upon
request.
 
CITICASTERS WARRANTS
 
    Jacor issued warrants (the "Citicasters Warrants") pursuant to the terms of
its February 1996 agreement to acquire Citicasters Inc. through a merger (the
"Citicasters Merger") of Citicasters Inc. ("Citicasters") with and into JCC
(formerly JCAC, Inc.). If all of the Citicasters Warrants are exercised,
4,400,000 shares of Jacor Common Stock would be issued. Each Citicasters Warrant
initially entitles the holder thereof to purchase .2035247 of a share of Jacor
Common Stock at a price of $28.00 per full share (the "Citicasters Price"). The
Citicasters Price and the number of shares of Jacor Common Stock issuable upon
the exercise of each Citicasters Warrant are subject to adjustment in certain
events described below. Each Citicasters Warrant may be exercised until 5:00
p.m., Eastern Time, on September 18, 2001 (the "Citicasters Expiration Date") in
accordance with the terms of the Citicasters Warrants and Citicasters Warrant
Agreement. To the extent that any Citicasters Warrant remains outstanding after
such time, such unexercised Citicasters Warrant will automatically terminate.
 
    Citicasters Warrants may be exercised by surrendering to the warrant agent a
signed Citicasters Warrant certificate together with the form of election to
purchase on the reverse thereof indicating the warrant holder's election to
exercise all or a portion of the Citicasters Warrants evidenced by such
certificate. Surrendered certificates must be accompanied by payment of the
aggregate Citicasters Price in respect of the Citicasters Warrant to be
exercised, which payment may be made in cash or by certified or bank cashier's
 
                                       34

check drawn on a banking institution chartered by the government of the United
States or any state thereof payable to the order of Jacor. No adjustments as to
cash dividends with respect to the Jacor Common Stock will be made upon any
exercise of Citicasters Warrants.
 
    If fewer than all of the Citicasters Warrants evidenced by any certificate
are exercised, the warrant agent will deliver to the exercising warrantholder a
new Citicasters Warrant certificate representing the unexercised Citicasters
Warrants. Jacor will not be required to issue fractional shares of Jacor Common
Stock upon exercise of any Citicasters Warrant and in lieu thereof will pay in
cash an amount equal to the same fraction of the closing price per share of the
Jacor Common Stock, determined as provided in the Citicasters Warrant Agreement.
Jacor has reserved for issuance a number of shares of Jacor Common Stock
sufficient to provide for the exercise of the rights of purchase represented by
the Citicasters Warrants.
 
    A Citicasters Warrant may not be exercised in whole or in part if in the
reasonable opinion of counsel to Jacor the issuance of Jacor Common Stock upon
such exercise would cause Jacor to be in violation of the Communications Act or
the rules and regulations in effect thereunder.
 
    The number of shares of Jacor Common Stock purchasable upon the exercise of
each Citicasters Warrant and the Citicasters Price are subject to the adjustment
in connection with (i) the issuance of a stock dividend to holders of Jacor
Common Stock, a combination or subdivision or issuance by reclassification of
Jacor Common Stock; (ii) the issuance of rights, options or warrants to all
holders of Jacor Common Stock without charge to such holders to subscribe for or
purchase shares of Jacor Common Stock at a price per share which is lower than
the current market price; and (iii) certain distributions by Jacor to the
holders of Jacor Common Stock of evidences of indebtedness or of its assets
(excluding cash dividends, or distributions out of earnings or out of surplus
legally available for dividends) or of convertible securities, all as set forth
in the Citicasters Warrant Agreement. Notwithstanding the foregoing, no
adjustment in the number of shares of Jacor Common Stock issuable upon the
exercise of Citicasters Warrants will be required until such adjustment would
require an increase or decrease of at least one percent (1%) in the number of
shares of Jacor Common Stock purchasable upon the exercise of each Citicasters
Warrant. In addition, Jacor may at its option reduce the Citicasters Price.
 
    In case of any consolidation or merger of Jacor with or into another
corporation, or any sale, transfer or lease to another corporation of all or
substantially all of the property of Jacor, the Citicasters Warrant Agreement
requires that effective provisions be made so that each holder of an outstanding
Citicasters Warrant will have the right thereafter to exercise the Citicasters
Warrant for the kind and amount of securities and property receivable in
connection with such consolidation, merger, sale, transfer or lease by a holder
of the number of shares of Jacor Common Stock for which such Citicasters Warrant
were exercisable immediately prior thereto. In addition, if Jacor takes any
action prior to the issuance of the Citicasters Warrants that would have
required an adjustment in the exercise price of the Citicasters Warrants or in
the number of shares purchasable upon exercise of the Citicasters Warrants, then
the exercise price of the Citicasters Warrants or such number of shares will be
adjusted upon issuance of the Citicasters Warrants to give effect to the
adjustment which would have been required as a result of such action.
 
    The Citicasters Warrant Agreement may be amended or supplemented without the
consent of the holders of Citicasters Warrants to cure any ambiguity or to
correct or supplement any defective or inconsistent provision contained therein,
or to make such other necessary or desirable changes which shall not adversely
affect interest of the warrant holders. Any other amendment to the Citicasters
Warrant Agreement requires the consent of warrant holders representing not less
than 50% of the Citicasters Warrants then outstanding provided that no change in
the number or nature of the securities purchasable upon the exercise of any
Citicasters Warrant, or the Citicasters Price therefor, or the acceleration of
the Citicasters Expiration Date, and no change in the antidilution provisions
which would adversely affect the interest of the holders of Citicasters
Warrants, shall be made without the consent of the holder of such Citicasters
Warrant, other than such changes as are specifically prescribed by the
Citicasters Warrant Agreement or are made in compliance with the applicable law.
 
    No holder of Citicasters Warrants is entitled to vote or receive dividends
or be deemed for any purpose the holder of Jacor Common Stock until the
Citicasters Warrants are properly exercised as provided in the Citicasters
Warrant Agreement.
 
                                       35

REGENT WARRANTS
 
    Pursuant to the terms of the October 1996 definitive merger agreement (the
"Regent Merger Agreement") entered into by Jacor and Regent Communications, Inc.
("Regent"), whereby Regent will merge with and into Jacor (the "Regent Merger"),
Jacor is obligated to issue one warrant to acquire a fractional share of Jacor
Common Stock (the "Regent Warrants") for each outstanding share of Regent common
stock. The Regent Warrants will be issued upon the consummation of the Regent
Merger. If all such Regent Warrants are exercised, 500,000 shares of Jacor
Common Stock would be issued. Each Regent Warrant will initially entitle the
holder thereof to purchase a fractional share of Jacor Common Stock (which
fraction is currently anticipated to be approximately .10877 (the "Fraction"))
at a price of $40.00 per full share of Jacor Common Stock (the "Regent Price").
The Regent Price and the number of shares of Jacor Common Stock issuable upon
the exercise of each Regent Warrant are subject to adjustment if certain events
described below occur. Each Regent Warrant may be exercised on or after the
issuance thereof and until 5:00 pm., Eastern Time, on the fifth anniversary of
the date that the Regent Merger becomes effective (the "Regent Expiration Date")
in accordance with the terms of the Regent Warrants and the Regent Warrant
Agreement; PROVIDED, HOWEVER, if any of the Regent Warrants are called for
redemption by Jacor, at a price per Regent Warrant equal to $12.00 multiplied by
the Fraction, as adjusted from time to time under the terms of the Regent
Warrant Agreement, on or after the third anniversary of the "Effective Time" (as
defined in the Regent Warrant Agreement), the right to so redeem the Regent
Warrants shall expire at the close of business, New York time, on such
redemption date. To the extent that any Regent Warrant remains outstanding after
such time, such unexercised Regent Warrant will automatically terminate.
 
    Regent Warrants may be exercised by surrendering to the warrant agent a
signed Regent Warrant certificate together with the form of election to purchase
on the reverse thereof indicating the warrant holder's election to exercise all
or a portion of the Regent Warrants evidenced by such certificate. Surrendered
certificates must be accompanied by payment of the aggregate Regent Price in
respect of the Regent Warrants to be exercised, which payment may be made in
cash or by certified or bank cashier's check drawn on a banking institution
chartered by the government of the United States or any state thereof payable to
the order of Jacor. No adjustments as to cash dividends with respect to the
Jacor Common Stock will be made upon any exercise of Regent Warrants.
 
    If fewer than all the Regent Warrants evidenced by any certificate are
exercised, the warrant agent will deliver to the exercising warrant holder a new
Regent Warrant certificate representing the unexercised Regent Warrants. Jacor
will not be required to issue fractional shares of Jacor Common Stock upon
exercise of any Regent Warrant and in lieu thereof will pay in cash an amount
equal to the same fraction of the closing price per share of Jacor Common Stock,
determined as provided in the Regent Warrant Agreement. Jacor has reserved for
issuance a number of shares of Jacor Common Stock sufficient to provide for the
exercise of the rights of purchase represented by the Regent Warrants.
 
    A Regent Warrant may not be exercised in whole or in part if in the
reasonable opinion of counsel to Jacor the issuance of Jacor Common Stock upon
such exercise would cause Jacor to be in violation of the Communications Act or
the rules and regulations in effect thereunder.
 
    The number of shares of Jacor Common Stock purchasable upon the exercise of
each Regent Warrant and the Regent Price are subject to adjustment in connection
with (i) the issuance of a stock dividend to holders of Jacor Common Stock, a
combination or subdivision or issuance by reclassification of Jacor Common
Stock; (ii) the issuance of rights, options or warrants to all holders of Jacor
Common Stock without charge to such holders to subscribe for or purchase shares
of Jacor Common Stock at a price per share which is lower than the current
market price; and (iii) certain distributions by Jacor to the holders of Jacor
Common Stock of evidences of indebtedness or of its assets (excluding cash
dividends or distributions pursuant to an announced policy of Jacor payable out
of earnings or out of surplus legally available for dividends) or of convertible
securities, all as set forth in the Regent Warrant Agreement. Notwithstanding
the foregoing, no adjustment in the number of shares of Jacor Common Stock
issuable upon the exercise of the Regent Warrants will be required until such
adjustment would require an increase or decrease of at least one percent (1%) in
the number of shares of Jacor Common Stock purchasable upon the exercise of each
Regent Warrant. In addition, Jacor may at its option reduce the Regent Price to
any amount deemed appropriate by the Jacor Board of Directors.
 
                                       36

    In case of any consolidation or merger of Jacor with or into another
corporation, or any sale, transfer or lease to another corporation of all or
substantially all the property of Jacor, the Regent Warrant Agreement requires
that effective provisions will be made so that each holder of an outstanding
Regent Warrant will have the right thereafter to exercise the Regent Warrant for
the kind and amount of securities and property receivable in connection with
such consolidation, merger, sale, transfer or lease by a holder of the number of
shares of Jacor Common Stock for which such Regent Warrant were exercisable
immediately prior thereto. In addition, pending execution of the Regent Warrant
Agreement, the Regent Merger Agreement provides that, if after the date of the
Regent Merger Agreement and prior to the issuance of the Regent Warrants, Jacor
takes any action which, if the Regent Warrants had been issued and outstanding
as of such date, would have required an adjustment in the exercise price of the
Regent Warrants or in the number of shares purchasable upon exercise of the
Regent Warrants, then the exercise price of the Regent Warrants or such number
of shares will be adjusted upon issuance of the Regent Warrants to give effect
to the adjustment which would have been required as a result of such action.
 
    The Regent Warrant Agreement may be amended or supplemented without the
consent of the holders of Regent Warrants to cure any ambiguity or to correct or
supplement any defective or inconsistent provision contained therein, or to make
such other necessary or desirable changes which shall not adversely affect the
interests of the warrant holders. Any other amendment to the Regent Warrant
Agreement shall require the consent of warrant holders representing not less
than 50% of the Regent Warrants then outstanding provided that no change in the
number or nature of the securities purchasable upon the exercise of any Regent
Warrant, or the Regent Price therefor, or the acceleration of the Regent
Expiration Date, and no change in the antidilution provisions which would
adversely affect the interests of the holders of Regent Warrants, shall be made
without the consent of the holder of such Regent Warrant, other than such
changes as are specifically prescribed by the Regent Warrant Agreement or are
made in compliance with applicable law.
 
    No holder of Regent Warrants shall be entitled to vote or receive dividends
or be deemed for any purpose the holder of Jacor Common Stock until the Regent
Warrants are properly exercised as provided in the Regent Warrant Agreement.
 
DELAWARE ANTITAKEOVER STATUTE
 
    Jacor is subject to the "business combination" statute of the Delaware
General Corporation Law (Section 203). In general, such statute prohibits a
publicly held Delaware corporation from engaging in various "business
combination" transactions with any "interested stockholder" for a period of
three years after the date of the transaction in which the person became an
"interested stockholder," unless (i) such transaction is approved by the Board
of Directors prior to the date the "interested stockholder" obtains such status,
(ii) upon consummation of the transaction the interested stockholder
beneficially owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced, excluding for purposes of
determining the number of shares outstanding those shares owned by (a) persons
who are directors and also officers and (b) employee stock plans in which
employee participants do not have the right to determine confidentially whether
shares held subject to the plan will be tendered in a tender or exchange offer,
or (iii) the "business combination" is approved by the Board of Directors and
authorized at an annual or special meeting of stockholders by the affirmative
vote of at least 66 2/3% of the outstanding voting stock which is not owned by
the "interested stockholder." A "business combination" includes mergers, asset
sales and other transactions resulting in a financial benefit to an "interested
stockholder." An "interested stockholder" is a person who, together with
affiliates and associates, owns (or within three years, did own) 15% or more of
the corporation's voting stock. The statute could prohibit or delay mergers or
other takeover or change in control attempts with respect to Jacor and,
accordingly, may discourage attempts to acquire Jacor.
 
REGISTRAR AND TRANSFER AGENT
 
    KeyCorp Shareholder Services, Inc. is the registrar and transfer agent for
the Jacor Common Stock and the warrant agent for the Citicasters Warrants.
 
                                       37

                          DESCRIPTION OF INDEBTEDNESS
 
    The summaries contained herein of certain of the indebtedness of Jacor and
JCC 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.
 
THE 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 December 31, 1996 this
rate was 8.0%. Jacor borrowed monies under the Credit Facility to (i) finance a
portion of the cash consideration paid in the Citicasters Merger, and (ii) fund
$100.0 million of the repurchase price of the 1994 9 3/4% Notes. The Citicasters
Merger constituted a change in control for the purposes of the indenture under
which the 1994 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
"Citicasters Put"). Under the Citicasters Put, the holders of $106.9 million in
principal amount of the 1994 9 3/4% Notes elected in October 1996 to sell their
1994 9 3/4 % Notes to Jacor pursuant to Jacor's repurchase offer.
 
    In November 1996, Jacor commenced discussions with the lenders 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 Jacor's direct
and indirect subsidiaries other than certain immaterial subsidiaries. Jacor'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 Jacor's subsidiaries, capital
stock. JCC's obligations under the Credit Facility are secured by a first
priority lien on the capital stock of the Jacor's and JCC's subsidiaries and by
the guarantee of JCC's parent, Jacor.
 
    The Credit Facility contains covenants and provisions that restrict, among
other things, Jacor's and JCC'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 Jacor's and JCC'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 1994 9 3/4% Notes, the
1996 10 1/8% Notes and the 1996 9 3/4% Notes) and certain events of bankruptcy,
insolvency and reorganization. In
 
                                       38

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.
 
    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
1994 9 3/4% Notes, the 1996 10 1/8% Notes or the 1996 9 3/4% 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 on terms acceptable to JCC.
 
THE 1994 9 3/4% NOTES
 
    The 9 3/4% Senior Subordinated Notes due 2004 (the "1994 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 1994 9 3/4% Note Indenture). The
1994 9 3/4% Notes were issued pursuant to an Indenture between Citicasters and
Shawmut Bank Connecticut, National Association, as Trustee (the "1994 9 3/4%
Note Indenture").
 
    Following the Citicasters Put and Jacor's repurchase of $15.0 million of
1994 9 3/4% Notes subsequent to the 1996 9 3/4% Notes Offering (as defined
herein), the December 31, 1996 aggregate outstanding principal amount of the
1994 9 3/4% Notes was $3.1 million. The 1994 9 3/4% Notes mature on February 15,
2004 and accrue interest at the rate of 9 3/4% per annum.
 
    The 1994 9 3/4% Notes are not redeemable at JCC's option before February 15,
1999 (other than in connection with certain public offerings of JCC Common
Stock, as described below). Thereafter, the 1994 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 1994 9 3/4%
Note Indenture), JCC or its successors must make an offer to purchase the 1994
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 "-- The Credit Facility," the Citicasters Merger constituted a Change of
Control. Any 1994 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 1994
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 1994
9 3/4% Notes, as such rule might apply to any such repurchase at the time
thereof.
 
    The 1994 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 1994 9 3/4% Note Indenture limits
JCC's Subsidiaries from incurring additional indebtedness.
 
    The Indenture for the 1994 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 1994 9 3/4% Notes, cross defaults on other indebtedness
and certain events of bankruptcy, insolvency and reorganization.
 
THE 1996 10 1/8% NOTES
 
    In June 1996, JCAC, Inc. (a predecessor to JCC) conducted an offering (the
"1996 10 1/8% Notes Offering") whereby JCAC, Inc. issued and sold 10 1/8% Senior
Subordinated Notes due 2006 (the "1996 10 1/8% Notes") in an aggregate principal
amount of $100.0 million. The 1996 10 1/8% Notes were issued pursuant to an
Indenture between JCAC, Inc. and First Trust of Illinois, National Association,
as Trustee (the "1996 10 1/8% Note Indenture"). JCAC, Inc. then lent the net
proceeds of the 1996 10 1/8% Notes Offering to Jacor. The 1996 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.
 
                                       39

    The 1996 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.
 
    If a change of control occurs, JCC will be required to offer to repurchase
all outstanding 1996 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 1996 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
1996 10 1/8% Notes, including pursuant to a change of control offer.
Furthermore, a change of control under the 1996 10 1/8% Note Indenture will
result in a default under the Credit Facility.
 
    As used herein, (a) prior to the earlier of a 1994 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 Jacor), 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 1994 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 1996 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 1996 10 1/8%
 
                                       40

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 and the 1996 9 3/4% Notes) and certain events of bankruptcy,
insolvency and reorganization.
 
THE LIQUID YIELD OPTION-TM- NOTES
 
    Also in June 1996, Jacor conducted an offering (the "LYONs Offering")
whereby Jacor issued and sold Senior Liquid Yield Option-TM- Notes 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. The LYONs were issued pursuant to an Indenture between Jacor
and The Bank of New York, as Trustee (the "LYONs Indenture").
 
    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 Jacor
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 Jacor 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 Jacor 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 Jacor 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 LYONs Indenture, 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 Jacor Common Stock or other
capital stock of Jacor into which such Jacor 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 Jacor Common Stock would be
converted into cash, securities or other property, in each case, other than a
consolidation or merger of Jacor in which the holders of Jacor Common Stock
immediately prior to the consolidation or merger own, directly or indirectly, at
least a majority of Jacor 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 "-- The Credit Facility."
 
    The LYONs Indenture 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 1996 9 3/4% Notes and the 1996 10 1/8% Notes) and
certain events of bankruptcy, insolvency and reorganization.
 
THE 1996 9 3/4% NOTES
 
    In December 1996, JCC conducted an offering (the "1996 9 3/4% Notes
Offering") whereby JCC issued and sold 9 3/4% Senior Subordinated Notes due 2006
(the "1996 9 3/4% Notes") in an aggregate principal amount of $170.0 million.
The 1996 9 3/4% Notes were issued pursuant to an Indenture between JCC and The
 
                                       41

Bank of New York, as Trustee (the "1996 9 3/4% Note Indenture"). JCC then lent
the net proceeds of the 1996 9 3/4% Notes Offering to Jacor. The 1996 9 3/4%
Notes have interest payment dates of June 15 and December 15, commencing on June
15, 1997, and mature on December 15, 2006.
 
    The 1996 9 3/4% 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.
 
    If a change of control occurs, JCC will be required to offer to repurchase
all outstanding 1996 9 3/4% 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 1996 9 3/4% 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
1996 9 3/4% Notes, including pursuant to a change of control offer. Furthermore,
a change of control under the 1996 9 3/4% Note Indenture will result in a
default under the Credit Facility.
 
    As used herein, (a) prior to the earlier of a 1994 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 Jacor), 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 1994 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.
 
                                       42

    The events of default under the 1996 9 3/4% 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 1996 9 3/4% 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 and the 1996
10 1/8% Notes) and certain events of bankruptcy, insolvency and reorganization.
 
                              PLAN OF DISTRIBUTION
 
    Jacor and/or JCC may sell the Securities to one or more underwriters for
public offering and sale in the United States or Canada by them or may sell the
Securities to investors directly or through agents. Any such underwriter or
agent involved in the offer and sale of Securities will be named in the
applicable Prospectus Supplement. Jacor and JCC have reserved the right to sell
Securities directly to investors on its own behalf in those jurisdictions where
and in such manner as it is authorized to do so.
 
    Underwriters may offer and sell Securities at a fixed price or prices, which
may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, or at negotiated prices. Jacor and/or
JCC also may, from time to time, authorize dealers, acting as Jacor's agents, to
offer and sell Securities upon the terms and conditions as are set forth in the
applicable Prospectus Supplement. In connection with the sale of Securities,
underwriters may receive compensation from Jacor and/or JCC in the form of
underwriting discounts or commissions and may also receive commissions from
purchasers of the Securities for whom they may act as agent. Underwriters may
sell Securities to or through dealers, and such dealers may receive compensation
in the form of discounts, concessions or commissions from the underwriters
and/or commissions from the purchasers for whom they may act as agent.
 
    Any underwriting compensation paid by Jacor and/or JCC to underwriters or
agents in connection with the offering of Securities, and any discounts,
concessions or commissions allowed by underwriters to participating dealers,
will be set forth in the applicable Prospectus Supplement. Dealers and agents
participating in the distribution of Securities may be deemed to be
underwriters, and any discounts and commissions received by them and any profit
realized by them on resale of the Securities may be deemed to be underwriting
discounts and commissions. Underwriters, dealers and agents may be entitled,
under agreements entered into with Jacor and/or JCC, to indemnification against
and contribution toward certain civil liabilities, including liabilities under
the Securities Act.
 
    If so indicated in the Prospectus Supplement, Jacor and/or JCC will
authorize dealers acting as Jacor's and/or JCC's agents to solicit offers by
certain institutions to purchase the Securities from Jacor and/or JCC at the
public offering price set forth in the applicable Prospectus Supplement pursuant
to delayed delivery contracts ("Contracts") providing for payment and delivery
on the date or dates stated in such Prospectus Supplement. Each Contract will be
for an amount not less than the amounts stated in the applicable Prospectus
Supplement. Institutions with whom Contracts, when authorized, may be made
include commercial and savings banks, insurance companies, pension funds,
investment companies, educational and charitable institutions, and other
institutions but will in all cases be subject to the approval of Jacor and/or
JCC. Contracts will not be subject to any conditions except (i) the purchase by
the institution of the Securities covered by its Contract shall not at the time
of delivery be prohibited under the laws of any jurisdiction in the United
States to which such institution is subject, and (ii) if the Securities are
being sold to underwriters, Jacor and/or JCC shall have sold to such
underwriters the total amount specified in the applicable Prospectus Supplement.
A commission indicated in the applicable Prospectus Supplement will be paid to
underwriters and agents soliciting purchases of Securities pursuant to Contracts
accepted by Jacor and/or JCC.
 
    The rules of the Commission generally prohibit underwriters and other
members of the selling group from making a market in Jacor Common Stock during
the "cooling off" period immediately preceding the commencement of sales in the
offering. The Commission has, however, adopted an exemption from these rules
that permits passive market making under certain conditions. These rules permit
an underwriter or other member of the selling group to continue to make a market
in Jacor Common Stock subject to the conditions, among others, that its bid not
exceed the highest bid by a market maker not connected with the
 
                                       43

offering and that its net purchases on any one trading day not exceed prescribed
limits. Pursuant to these exemptions, certain underwriters and other members of
the selling group may engage in passive market making in Jacor Common Stock
during the cooling off period.
 
                             VALIDITY OF SECURITIES
 
    Unless otherwise indicated in an applicable Prospectus Supplement relating
to the Securities, the validity of the Securities offered hereby will be passed
upon for Jacor and JCC by Graydon, Head & Ritchey, Cincinnati, Ohio.
 
                                    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, the combined balance sheets of the Selected
Gannett Radio Stations as of December 31, 1995 and September 29, 1996 and the
combined statements of operations, changes in Gannett's investment in radio
stations and cash flows for the years ended December 25, 1994 and December 31,
1995 and the nine month period ended September 29, 1996, and the consolidated
balance sheets of Regent Communications, Inc. and Subsidiaries as of December
31, 1995 and September 30, 1996 and the consolidated statements of operations,
shareholders' equity and cash flows for the years ended December 31, 1994 and
1995 and the nine month period ended September 30, 1996, each incorporated by
reference in this registration statement, have been included herein in reliance
on the reports 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 Inc. 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 appearing in Citicasters Inc.'s Annual Report (Form 10-K) for the year
ended December 31, 1995, 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 Inc.'s 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 herein by reference. Such consolidated financial
statements are incorporated herein 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 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.
 
                                       44

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    NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION 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 SO AUTHORIZED BY JACOR,
JCC OR ANY UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR
A SOLICITATION OF AN OFFER TO BUY BY ANYONE IN ANY JURISDICTION IN WHICH SUCH
OFFER TO SELL IS NOT AUTHORIZED, OR IN WHICH THE PERSON 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 HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF JACOR OR JCC SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
                              -------------------
 
                               TABLE OF CONTENTS
 


                                                         PAGE
 
                                                   
AVAILABLE INFORMATION...............................           2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.....           3
RISK FACTORS........................................           4
BUSINESS............................................           7
USE OF PROCEEDS.....................................           7
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES AND
  EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED
  STOCK DIVIDENDS...................................           7
DESCRIPTION OF CONVERTIBLE DEBT SECURITIES AND JCC
  DEBT SECURITIES...................................           7
  General...........................................           8
  Conversion of Convertible Debt Securities.........           9
  Exchangeability...................................          10
  Subordination.....................................          10
  Fraudulent Transfer Considerations................          12
  Certain Covenants.................................          13
  Reports...........................................          20
  Events of Default and Remedies....................          21
  Legal Defeasance and Covenant Defeasance..........          22
  Amendments and Supplements........................          23
  No Personal Liability of Stockholders, Officers or
    Directors.......................................          23
  Regarding the Trustee.............................          24
  Certain Definitions...............................          24
DESCRIPTION OF CAPITAL STOCK........................          33
  Jacor Common Stock................................          33
  Jacor Class A and Class B Preferred Stock.........          33
  Jacor Depositary Shares...........................          34
  Citicasters Warrants..............................          34
  Regent Warrants...................................          36
  Delaware Antitakeover Statute.....................          37
  Registrar and Transfer Agent......................          37
DESCRIPTION OF INDEBTEDNESS.........................          38
  The Credit Facility...............................          38
  The 1994 9 3/4% Notes.............................          39
  The 1996 10 1/8% Notes............................          39
  The Liquid Yield Option-TM- Notes.................          41
  The 1996 9 3/4% Notes.............................          41
PLAN OF DISTRIBUTION................................          43
VALIDITY OF SECURITIES..............................          44
EXPERTS.............................................          44

 
                                 $
 
                               -----------------
 
                                   PROSPECTUS
 
                               -----------------
 
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- - ----------------------------------------------
                                  ----------------------------------------------

                                    PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
 
    The following is an itemized statement of the fees and expenses (all but the
SEC fee are estimates) in connection with the issuance and distribution of the
shares of Jacor Common Stock being registered hereunder. All such fees and
expenses shall be borne by Jacor except for underwriting discounts and
commissions and transfer taxes, if any, with respect any shares being sold by
the selling security holders.
 
                                                                 
SEC Registration fees.............................................  $  75,758
NASD fee..........................................................  $  25,500
Nasdaq National Market Listing Fee................................  $  17,500
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.....................................................  $   1,242
                                                                    ---------
        Total.....................................................  $ 710,000
                                                                    ---------
                                                                    ---------


 
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 coverage
of $10,000,000 against liability incurred by any director or officer in his or
her capacity as such.
 
ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
    See Index to Exhibits.
 
ITEM 17.  UNDERTAKINGS.
 
    (a) The undersigned Registrants hereby undertake:
 
    (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
 
        (i) To include any prospectus required by Section 10(a)(3) of the
    Securities Act.
 
        (ii) To reflect in the prospectus any facts or events arising after the
    effective date of the Registration Statement (or the most recent
    post-effective amendment thereof) which, individually or in the aggregate,
    represent a fundamental change in the information set forth in the
    Registration Statement. Notwithstanding the foregoing, any increase or
    decrease in volume of securities offered (if the total dollar value of
    securities offered would not exceed that which was registered) and any
    deviation from the low or high end of the estimated maximum offering range
    may be reflected in the form of prospectus filed with the Commission
    pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
    price represent no more than a 20% change in the maximum aggregate offering
    price set forth in the "Calculation of Registration Fee" table in the
    effective Registration Statement.
 
       (iii) To include any material information with respect to the Plan of
    Distribution not previously disclosed in the Registration Statement or any
    material change to such information in the Registration Statement.
 
    PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
    the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
    information required to be included in a post-effective amendment by those
    paragraphs is contained in periodic reports filed by Jacor pursuant to
    Section 13 or Section 15(d) of the Exchange Act that are incorporated by
    reference in the Registration Statement.
 
    (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment 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) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
 
    (b) The undersigned Registrants hereby undertake that, for purposes of
determining any liability under the Securities Act, each filing of Jacor's
annual report pursuant to Section 13(a) or Section 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 the 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.
 
    (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrants pursuant to the foregoing provisions, or otherwise, the Registrants
have been advised that in the opinion of the 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 Registrants of expenses incurred or
paid by a director, officer or controlling person of the Registrants 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 Registrants 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.
 
                                      II-2

                                   SIGNATURES
 
    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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 6th day of
January, 1997.
 
                                JACOR COMMUNICATIONS, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     ASSISTANT SECRETARY
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement (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 such signatory 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
Registration Statement has been signed on January 6, 1997 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/ MARC LASRY
- - --------------------------------------    --------------------------------------
John W. Alexander                         Marc Lasry
DIRECTOR                                  DIRECTOR
 
                                      II-3

                                   SIGNATURES
 
    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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 6th day of
January, 1997.
 
                                JACOR COMMUNICATIONS COMPANY
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     ASSISTANT SECRETARY
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement (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 such signatory 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
Registration Statement has been signed on January 6, 1997 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
 
/s/ JON M. BERRY
- - --------------------------------------
Jon M. Berry
DIRECTOR
 
                                      II-4

                                   SIGNATURES
 
    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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 6th day of
January, 1997.
 
                                GREAT AMERICAN MERCHANDISING GROUP, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement (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 such signatory 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
Registration Statement has been signed on January 6, 1997 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

                                   SIGNATURES
 
    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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 6th day of
January, 1997.
 
                                CINE GUARANTORS II, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement (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 such signatory 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
Registration Statement has been signed on January 6, 1997 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

                                   SIGNATURES
 
    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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 6th day of
January, 1997.
 
                                GREAT AMERICAN TELEVISION PRODUCTIONS, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement (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 such signatory 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
Registration Statement has been signed on January 6, 1997 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

                                   SIGNATURES
 
    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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 6th day of
January, 1997.
 
                                CINE GUARANTORS, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement (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 such signatory 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
Registration Statement has been signed on January 6, 1997 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

                                   SIGNATURES
 
    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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 6th day of
January, 1997.
 
                                GACC-340, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement (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 such signatory 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
Registration Statement has been signed on January 6, 1997 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

                                   SIGNATURES
 
    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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 6th day of
January, 1997.
 
                                GACC-N26LB, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement (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 such signatory 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
Registration Statement has been signed on January 6, 1997 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

                                   SIGNATURES
 
    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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 6th day of
January, 1997.
 
                                CITICASTERS CO.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement (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 such signatory 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
Registration Statement has been signed on January 6, 1997 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

                                   SIGNATURES
 
    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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 6th day of
January, 1997.
 
                                SPORTS RADIO BROADCASTING, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement (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 such signatory 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
Registration Statement has been signed on January 6, 1997 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

                                   SIGNATURES
 
    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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 6th day of
January, 1997.
 
                                NOBRO, S.C.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SECRETARY
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement (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 such signatory 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
Registration Statement has been signed on January 6, 1997 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

                                   SIGNATURES
 
    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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 6th day of
January, 1997.
 
                                SPORTS RADIO, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement (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 such signatory 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
Registration Statement has been signed on January 6, 1997 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

                                   SIGNATURES
 
    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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 6th day of
January, 1997.
 
                                NOBLE BROADCAST CENTER, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement (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 such signatory 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
Registration Statement has been signed on January 6, 1997 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

                                   SIGNATURES
 
    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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 6th day of
January, 1997.
 
                                JACOR BROADCASTING CORPORATION
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement (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 such signatory 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
Registration Statement has been signed on January 6, 1997 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

                                   SIGNATURES
 
    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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 6th day of
January, 1997.
 
                                BROADCAST FINANCE, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement (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 such signatory 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
Registration Statement has been signed on January 6, 1997 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

                                   SIGNATURES
 
    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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 6th day of
January, 1997.
 
                                JACOR BROADCASTING OF FLORIDA, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement (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 such signatory 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
Registration Statement has been signed on January 6, 1997 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

                                   SIGNATURES
 
    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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 6th day of
January, 1997.
 
                                JACOR BROADCASTING OF ATLANTA, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement (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 such signatory 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
Registration Statement has been signed on January 6, 1997 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

                                   SIGNATURES
 
    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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 6th day of
January, 1997.
 
                                JACOR BROADCASTING OF COLORADO, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement (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 such signatory 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
Registration Statement has been signed on January 6, 1997 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

                                   SIGNATURES
 
    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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 6th day of
January, 1997.
 
                                JACOR BROADCASTING OF LEXINGTON, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement (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 such signatory 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
Registration Statement has been signed on January 6, 1997 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

                                   SIGNATURES
 
    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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 6th day of
January, 1997.
 
                                JACOR BROADCASTING OF KNOXVILLE, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement (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 such signatory 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
Registration Statement has been signed on January 6, 1997 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

                                   SIGNATURES
 
    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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 6th day of
January, 1997.
 
                                JACOR BROADCASTING OF TAMPA BAY, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement (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 such signatory 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
Registration Statement has been signed on January 6, 1997 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

                                   SIGNATURES
 
    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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 6th day of
January, 1997.
 
                                GEORGIA NETWORK EQUIPMENT, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement (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 such signatory 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
Registration Statement has been signed on January 6, 1997 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

                                   SIGNATURES
 
    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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 6th day of
January, 1997.
 
                                JACOR CABLE, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement (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 such signatory 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
Registration Statement has been signed on January 6, 1997 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

                                   SIGNATURES
 
    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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 6th day of
January, 1997.
 
                                JACOR BROADCASTING OF SAN DIEGO, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement (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 such signatory 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
Registration Statement has been signed on January 6, 1997 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

                                   SIGNATURES
 
    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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 6th day of
January, 1997.
 
                                JACOR BROADCASTING OF ST. LOUIS, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement (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 such signatory 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
Registration Statement has been signed on January 6, 1997 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

                                   SIGNATURES
 
    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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 6th day of
January, 1997.
 
                                JACOR BROADCASTING OF SARASOTA, INC.
 
                                By:  /s/ Jon M. Berry
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement (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 such signatory 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
Registration Statement has been signed on January 6, 1997 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

                                   SIGNATURES
 
    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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 6th day of
January, 1997.
 
                                JACOR BROADCASTING OF IDAHO, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement (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 such signatory 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
Registration Statement has been signed on January 6, 1997 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

                                   SIGNATURES
 
    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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 6th day of
January, 1997.
 
                                F.M.I. PENNSYLVANIA, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement (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 such signatory 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
Registration Statement has been signed on January 6, 1997 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

                                   SIGNATURES
 
    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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 6th day of
January, 1997.
 
                                INMOBILIARIA RADIAL, S.A. DE C.V.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SECRETARY
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement (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 such signatory 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
Registration Statement has been signed on January 6, 1997 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

                                   SIGNATURES
 
    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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 6th day of
January, 1997.
 
                                JACOR BROADCASTING OF IOWA, INC.
 
                                By:  /s/] JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement (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 such signatory 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
Registration Statement has been signed on January 6, 1997 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-32

                                   SIGNATURES
 
    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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 6th day of
January, 1997.
 
                                NOBLE BROADCAST GROUP, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement (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 such signatory 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
Registration Statement has been signed on January 6, 1997 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

                                   SIGNATURES
 
    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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 6th day of
January, 1997.
 
                                NOBLE BROADCAST OF COLORADO, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement (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 such signatory 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
Registration Statement has been signed on January 6, 1997 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

                                   SIGNATURES
 
    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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 6th day of
January, 1997.
 
                                NOBLE BROADCAST OF SAN DIEGO, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement (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 such signatory 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
Registration Statement has been signed on January 6, 1997 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

                                   SIGNATURES
 
    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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 6th day of
January, 1997.
 
                                NOBLE BROADCAST OF ST. LOUIS, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement (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 such signatory 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
Registration Statement has been signed on January 6, 1997 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

                                   SIGNATURES
 
    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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 6th day of
January, 1997.
 
                                NOBLE BROADCAST OF TOLEDO, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement (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 such signatory 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
Registration Statement has been signed on January 6, 1997 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

                                   SIGNATURES
 
    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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 6th day of
January, 1997.
 
                                NOVA MARKETING GROUP, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement (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 such signatory 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
Registration Statement has been signed on January 6, 1997 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

                                   SIGNATURES
 
    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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 6th day of
January, 1997.
 
                                NOBLE BROADCAST LICENSES, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement (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 such signatory 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
Registration Statement has been signed on January 6, 1997 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

                                   SIGNATURES
 
    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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 6th day of
January, 1997.
 
                                NOBLE BROADCAST HOLDINGS, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement (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 such signatory 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
Registration Statement has been signed on January 6, 1997 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

                                   SIGNATURES
 
    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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 6th day of
January, 1997.
 
                                CINE GUARANTORS II, LTD.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement (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 such signatory 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
Registration Statement has been signed on January 6, 1997 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

                                   SIGNATURES
 
    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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 6th day of
January, 1997.
 
                                THE SY FISCHER COMPANY AGENCY, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement (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 such signatory 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
Registration Statement has been signed on January 6, 1997 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

                                   SIGNATURES
 
    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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 6th day of
January, 1997.
 
                                CINE MOVIL S.A. DE C.V.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement (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 such signatory 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
Registration Statement has been signed on January 6, 1997 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

                                   SIGNATURES
 
    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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 6th day of
January, 1997.
 
                                CINE MOBILE SYSTEMS INT'L. N.V.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement (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 such signatory 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
Registration Statement has been signed on January 6, 1997 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

                                   SIGNATURES
 
    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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 6th day of
January, 1997.
 
                                WHOK, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement (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 such signatory 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
Registration Statement has been signed on January 6, 1997 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

                                   SIGNATURES
 
    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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 6th day of
January, 1997.
 
                                VTTV PRODUCTIONS
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement (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 such signatory 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
Registration Statement has been signed on January 6, 1997 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

                                   SIGNATURES
 
    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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 6th day of
January, 1997.
 
                                LOCATION PRODUCTIONS II, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement (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 such signatory 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
Registration Statement has been signed on January 6, 1997 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

                                   SIGNATURES
 
    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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 6th day of
January, 1997.
 
                                LOCATION PRODUCTIONS, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement (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 such signatory 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
Registration Statement has been signed on January 6, 1997 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

                                   SIGNATURES
 
    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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 6th day of
January, 1997.
 
                                CINE FILMS, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement (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 such signatory 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
Registration Statement has been signed on January 6, 1997 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

                                   SIGNATURES
 
    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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 6th day of
January, 1997.
 
                                TAFT-TCI SATELLITE SERVICES, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT, TREASURER AND
                                     SECRETARY
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber and Jon M. Berry, or
either of them, as such signatory's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such signatory
and in such signatory's name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement (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 such signatory 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
Registration Statement has been signed on January 6, 1997 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
- - ---------  -------------------------------------------------------------------------------------------  -----------------
                                                                                                  
      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 of 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 Stockholders"; Lynch, DeFrancesco, Jiminez and Arbenz
           as the "Class B Stockholders"; and CHIC 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
           Stockholders (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 escrow 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.                                                                                      **
      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.                          *
                                                                                                  
     4.11  Indenture dated as of December 17, 1996 among Jacor Communications Company ("JCC"), Jacor,
           the Subsidiary Guarantors named therein (the "Subsidiary Guarantors") and the Bank of New
           York for JCC's 9 3/4% Senior Subordinated Notes due 2006 and Jacor's and the Subsidiary
           Guarantors' Guaranty thereof.
     4.12  Form of Deposit Agreement.                                                                              **
      5.1  Form of Opinion of Graydon, Head & Ritchey.                                                             **
     12.1  Computation of Ratio 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  Form of Consent of Graydon, Head & Ritchey (included in opinion of counsel filed as Exhibit
           5.1).                                                                                                   **
     24.1  Powers of Attorney of directors and officers signing this Registration Statement are part
           of the Signature Pages.
     24.2  Power of Attorney of Randy Michaels.
     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.
 
(**) To be filed by amendment.

EX-4.11

                                                                    EXHIBIT 4.11

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

                             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 17, 1996


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







                                     $170,000,000
                       93/4% Senior Subordinated Notes due 2006

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




                                          2





                                  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........................ 32
         SECTION 2.3.   Registrar and Paying Agent.......................... 33
         SECTION 2.4.   Paying Agent to Hold Assets
                        in Trust............................................ 34
         SECTION 2.5.   Securityholder Lists................................ 34
         SECTION 2.6.   Transfer and Exchange............................... 35
         SECTION 2.7.   Replacement Securities.............................. 38
         SECTION 2.8.   Outstanding Securities.............................. 39
         SECTION 2.9.   Treasury Securities................................. 39
         SECTION 2.10.  Temporary Securities................................ 40
         SECTION 2.11.  Cancellation........................................ 40
         SECTION 2.12.  Defaulted Interest.................................. 40
         SECTION 2.13.  CUSIP Numbers....................................... 42

                                     ARTICLE III

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

         SECTION 3.1.   Right of Redemption................................. 42
         SECTION 3.2.   Notices to Trustee and
                          Paying Agent...................................... 43
         SECTION 3.3.   Selection of Securities to


                                          i





                                                                            PAGE
                                                                            ----

                          Be Redeemed....................................... 43
         SECTION 3.4.   Notice of Redemption................................ 44
         SECTION 3.5.   Effect of Notice of Redemption...................... 45
         SECTION 3.6.   Deposit of Redemption Price......................... 45
         SECTION 3.7.   Securities Redeemed in Part......................... 46


                                          ii





                                                                            PAGE
                                                                            ----

                                      ARTICLE IV

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

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


                                         iii





                                                                            PAGE
                                                                            ----

                          Transfers to Excluded Subsidiaries................ 63

                                      ARTICLE V

                           SUCCESSOR CORPORATION............................ 63

         SECTION 5.1.   Limitation on Merger, Sale or
                          Consolidation..................................... 63
         SECTION 5.2.   Successor Corporation Substituted................... 64

                                      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............................................. 69
         SECTION 6.5.   Trustee May Enforce Claims
                          Without Possession of
                          Securities........................................ 70
         SECTION 6.6.   Priorities.......................................... 71
         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...................... 73
         SECTION 6.10.  Delay or Omission Not Waiver........................ 73
         SECTION 6.11.  Control by Holders.................................. 73
         SECTION 6.12.  Waiver of Past Default.............................. 74
         SECTION 6.13.  Undertaking for Costs............................... 74
         SECTION 6.14.  Restoration of Rights and


                                          iv





                                                                            PAGE
                                                                            ----

                          Remedies.......................................... 75

                                     ARTICLE VII

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

         SECTION 7.1.   Duties of Trustee................................... 75
         SECTION 7.2.   Rights of Trustee................................... 77
         SECTION 7.3.   Individual Rights of Trustee........................ 78
         SECTION 7.4.   Trustee's Disclaimer................................ 78
         SECTION 7.5.   Notice of Default................................... 79
         SECTION 7.6.   Reports by Trustee to Holders....................... 79
         SECTION 7.7.   Compensation and Indemnity.......................... 79
         SECTION 7.8.   Replacement of Trustee.............................. 81
         SECTION 7.9.   Successor Trustee by Merger, Etc.................... 82
         SECTION 7.10.  Eligibility; Disqualification....................... 82
         SECTION 7.11.  Preferential Collection of
                          Claims Against the Company........................ 82

                                     ARTICLE VIII

            DISCHARGE; LEGAL DEFEASANCE AND COVENANT DEFEASANCE............. 83

         SECTION 8.1.   Discharge; Option to Effect
                          Legal Defeasance or Covenant
                          Defeasance........................................ 83
         SECTION 8.2.   Legal Defeasance and Discharge...................... 83
         SECTION 8.3.   Covenant Defeasance................................. 84
         SECTION 8.4.   Conditions to Legal or Covenant
                          Defeasance........................................ 85
         SECTION 8.5.   Deposited Cash and U.S.
                          Government Obligations to
                          be Held in Trust; Other
                          Miscellaneous Provisions.......................... 87
         SECTION 8.6.   Repayment to the Company............................ 87
         SECTION 8.7.   Reinstatement....................................... 88


                                          v






                                                                            PAGE
                                                                            ----

                                      ARTICLE IX

                    AMENDMENTS, SUPPLEMENTS AND WAIVERS..................... 89

         SECTION 9.1.   Supplemental Indentures
                          Without Consent of Holders........................ 89
         SECTION 9.2.   Amendments, Supplemental
                          Indentures and Waivers
                          with Consent of Holders........................... 90
         SECTION 9.3.   Compliance with TIA................................. 91
         SECTION 9.4.   Revocation and Effect of Consents....................92
         SECTION 9.5.   Notation on or Exchange of
                          Securities........................................ 93
         SECTION 9.6.   Trustee to Sign Amendments, Etc..................... 93

                                      ARTICLE X

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

         SECTION 10.1.  Securities Subordinated to
                          Senior Debt....................................... 93
         SECTION 10.2.  No Payment on Securities in
                          Certain Circumstances............................. 94
         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................................ 100
         SECTION 10.7.  Application by Trustee of


                                          vi





                                                                            PAGE
                                                                            ----

                          Assets Deposited with It......................... 100
         SECTION 10.8.  Subordination Rights Not
                          Impaired by Acts or Omissions
                          of the Company, the Guarantors
                          or Holders of Senior Debt........................ 100
         SECTION 10.9.  Securityholders Authorize
                          Trustee to Effectuate
                          Subordination of Securities...................... 101
         SECTION 10.10. Right of Trustee to Hold
                          Senior Debt...................................... 101
         SECTION 10.11. Article X Not to Prevent Events
                          of Default....................................... 102
         SECTION 10.12. No Fiduciary Duty of Trustee to
                          Holders of Senior Debt........................... 102

                                      ARTICLE XI

                        RIGHT TO REQUIRE REPURCHASE.........................102

         SECTION 11.1.  Repurchase of Securities at
                          Option of the Holder Upon
                          a Change of Control...............................102

                                     ARTICLE XII

                                 GUARANTY...................................106

         SECTION 12.1.  Guaranty............................................106
         SECTION 12.2.  Execution and Delivery of
                          Guaranty..........................................109
         SECTION 12.3.  Subsidiary Guarantors...............................109
         SECTION 12.4.  Guarantor May Consolidate, Etc.,
                          on Certain Terms..................................110
         SECTION 12.5.  Release of Guarantors...............................111
         SECTION 12.6.  Certain Bankruptcy Events...........................112


                                         vii





                                                                           PAGE
                                                                           ----

                                     ARTICLE XIII

                               MISCELLANEOUS................................112

         SECTION 13.1.  TIA Controls........................................112
         SECTION 13.2.  Notices.............................................112
         SECTION 13.3.  Communications by Holders with
                          Other Holders.....................................114
         SECTION 13.4.  Certificate and Opinion as to
                          Conditions Precedent..............................114
         SECTION 13.5.  Statements Required in
                          Certificate or Opinion............................114
         SECTION 13.6.  Rules by Trustee, Paying Agent,
                          Registrar.........................................115
         SECTION 13.7.  Non-Business Days...................................115
         SECTION 13.8.  Governing Law.......................................115
         SECTION 13.9.  No Adverse Interpretation of
                          Other Agreements..................................116
         SECTION 13.10. No Recourse against Others..........................116
         SECTION 13.11. Successors..........................................117
         SECTION 13.12. Duplicate Originals.................................117
         SECTION 13.13. Severability........................................117
         SECTION 13.14. Table of Contents, Headings, Etc....................117
         SIGNATURES.........................................................118

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


                                         viii





    INDENTURE, dated as of December 17, 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.  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


                                          2




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.

         "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.


                                          3




         "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.

         "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 equiva-


                                          4



lent 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 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


                                          5




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 begin-


                                          6




ning of any such 12-month period constituted the Board of 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 93/4% Senior Subordinated Notes due
February 15, 2004 issued by Citicasters pursuant to an indenture dated as of
February


                                          7




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.

         "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


                                          8




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) 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


                                          9




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


                                          10


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 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


                                          11





(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


                                          12





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.

         "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.


                                          13





         "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 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.


                                          14





         "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.

         "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.


                                          15





         "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 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.


                                          16





         "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 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 permit-


                                          17





ted 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.


                                          18





         "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 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.


                                          19





         "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).

         "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.


                                          20




         "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.

         "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

                                       21


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 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

                                       22


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 provid-

                                       23


ing 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 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;

                                       24


                 (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 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

                                       25


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 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

                                       26


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

                 (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

                                       27


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 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,

                                       28


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 re-

                                       29


demption pursuant to Article III of this Indenture and Paragraph 5 in the 
form of Security.

         "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 Disqualified 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), pursu-


                                          31




ant 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
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.


                                          32




          "SEC" means the Securities and Exchange Commission.

          "SECURITIES" means the 9 3/4% 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 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.


                                          33




          "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
December 15, 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 Guarantors pursuant to the terms of this Indenture, but
excluding any Persons whose guarantees have been released pursuant to the terms
of this Indenture.



                                          34




          "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


                                          35




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 guaranteed 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 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.



                                          36




          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 3.  RULES OF CONSTRUCTION.

          Unless the context otherwise requires:

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

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

          (3)  "or" is not exclusive;

          (4)  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 1.  FORM AND DATING.


     The Securities and the Trustee's certificate of authentication, in respect
thereof, shall be substantially


                                          37




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.

          SECTION 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.



                                          38




     The Trustee shall authenticate or cause to be authenticated Securities for
original issue in the aggregate principal amount of up to $170,000,000 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
$170,000,000, 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.

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

          SECTION 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


                                          39




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 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.


                                          40



          SECTION 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 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).



                                          41




          SECTION 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 accord-


                                          42




ingly.  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 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


                                          43




     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 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.



                                          44




               (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 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


                                          45



     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 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.

          Every replacement Security is an additional obligation of the Company.

          SECTION 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 de-


                                          46




scribed 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 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.



                                          47




          SECTION 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 Officers' 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 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 12.  DEFAULTED INTEREST.



                                          48




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

                    (1)  The Company may elect to make payment of any Defaulted
     Interest to the persons in whose names the Securities 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


                                          49




     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, 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 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 redemption as a convenience to Holders; PROVIDED that any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not


                                          50





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 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
December 15, 2001.  On or after December 15, 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.

          SECTION 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 Officers' Certificate, and


                                          51




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

          SECTION 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 Trust-


                                          52




ee, 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;



                                          53




                    (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 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


                                          54




Business Day and no interest shall accrue for the period from such Redemption
Date to such succeeding Business Day.

          SECTION 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, including
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 7.  SECURITIES REDEEMED IN PART.

          Upon surrender of a Security that is to be redeemed in part, the
Company shall execute and the Trustee


                                          55




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 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 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 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


                                          56




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.

          SECTION 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


                                          57




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 immediately 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.  CORPORATE EXISTENCE.

          Subject to Article V, the Company and the Guarantors shall do or cause
to be done all things necessary to


                                          58




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 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.




                                          59




          SECTION 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 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, 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 activ-


                                          60




ities 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 conditions 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 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 


                                          61



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 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 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 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 Affili-


                                          62




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

         SECTION 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 


                                          63




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 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 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 


                                          64




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 


                                          65




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

         SECTION 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 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 


                                          66




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,
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 


                                          67




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 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.


                                          68




         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 accumulated
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 


                                          69




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
    paragraph of this Section 4.14 or such payment is otherwise prevented, any 


                                          70


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


                                          71





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);

              (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


                                          72





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.

         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.


                                          73





         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 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


                                          74





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 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 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 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


                                          75





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

         SECTION 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 1.  LIMITATION ON MERGER, SALE OR CONSOLIDATION.

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


                                          76





(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
additional 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 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


                                          77





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 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 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;


                                          78





              (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)  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;

              (5)  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;


                                          79







              (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 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


                                          80




writing to the Company (and to the Trustee if given by Holders) (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: 

                                     81 


          (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 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 

                                     82 


     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 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 principal, 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 trust-

                                     83 


ee 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 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

          (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 

                                     84 


     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.


                                     85 


     SECTION 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 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.  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


                                     86 


     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 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 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 

                                     87 


     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 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.

     SECTION 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 

                                     88 


any right or remedy hereunder, or otherwise, shall not prevent the concurrent 
assertion or employment of any other appropriate right or remedy.

     SECTION 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 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.


                                     89 


     SECTION 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 13.  UNDERTAKING FOR COSTS.

     All parties to this Indenture agree, and each Holder of any Security by 
his acceptance thereof shall be 

                                      90 


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, 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 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.

                                     91 


                                 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 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.

         (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.


                                     92 


          (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 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.


                                      93 


     SECTION 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 of its selection 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.

          (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,


                                     94 


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 Trust 
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 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.


                                     95 


     SECTION 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 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 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 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).


                                     96 


     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.  COMPENSATION AND INDEMNITY.

     The Company and the Guarantors jointly and severally agree to pay to the 
Trustee from time to time such compensation as shall be agreed upon in 
writing between the Company and the Trustee for its services.  The Trustee's 
compensation shall not be limited by any law on compensation of a trustee of 
an express trust.  The Company 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 and all claim, demand, damage, 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 acceptance or 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 


                                     97 


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.

     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 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 

                                     98 


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.

     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 
out-

                                     99 


standing 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 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 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 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.


                                     100 

                                      
                               ARTICLE VIII 

           DISCHARGE; LEGAL DEFEASANCE AND COVENANT DEFEASANCE

     SECTION 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 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 acknowledg-

                                     101 


ing 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, 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 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 

                                     102 


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.

     SECTION 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 

                                     103 


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 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;

                                     104 


          (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 

          (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.

                                     105 


          (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 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.

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

    SECTION 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 

                                     106 


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 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 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 

                                     107 


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.
                                      
                                  ARTICLE IX 

                     AMENDMENTS, SUPPLEMENTS AND WAIVERS

     SECTION 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;

                                     108 


          (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

     SECTION 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 

                                     109 


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 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 provi-


                                     110 


sions 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 3.  COMPLIANCE WITH TIA.

         Every amendment, waiver or supplement of this Indenture or the
Securities shall comply with the TIA as then in effect.

         SECTION 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


                                         111




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 Securi-


                                         112




ty, or to bring suit for the enforcement of any such payment on or after such
respective dates.

         SECTION 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 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.


                                         113




                                      ARTICLE X
                                    SUBORDINATION

         SECTION 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 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 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


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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 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 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


                                         115




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 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


                                         116




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 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 pay-


                                         117




able 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 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 hold-


                                         118




ers 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 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 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.


                                         119




         SECTION 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 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


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claims of, or payments to, the Trustee under or pursuant to Section 7.7.

         Subject to the provisions of Section 7.1, the Trustee shall be 
entitled to rely on the delivery to it of a written notice by a person 
representing himself to be a holder of Senior Debt (or a trustee or agent on 
behalf of such holder) to establish that such notice has been given by a 
holder of Senior Debt (or a trustee or agent on behalf of any such holder).  
In the event that the Trustee determines in good faith that further evidence 
is required with respect to the right of a person as a holder of Senior Debt 
to participate in any payment or distribution pursuant to this Article X, the 
Trustee may request such person to furnish evidence to the reasonable 
satisfaction of the Trustee as to the amount of Senior Debt held by such 
person, the extent to which such person is entitled to participate in such 
payment or distribution and any other facts pertinent to the rights of such 
person under this Article X, and if such evidence is not furnished, the 
Trustee may defer any payment which it may be required to make for the 
benefit of such person pursuant to the terms of this Indenture pending 
judicial determination as to the rights of such person to receive such 
payment.

         SECTION 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.

                                      121



         SECTION 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 Facility 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 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.

                                      122



         SECTION 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 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.  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 

                                      123



of Senior Debt, and nothing in this Indenture shall be construed to deprive 
the Trustee of any of its rights as such holder.

         SECTION 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 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 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.  
With respect to the holders of Senior Debt, the Trustee undertakes to perform 
or to observe only such of its covenants or obligations as are specifically 
set forth in this Article X and no implied covenants or obligations with 
respect to holders of Senior Debt shall be read into this Indenture against 
the Trustee.

                                      124



                                    ARTICLE XI

                           RIGHT TO REQUIRE REPURCHASE

         SECTION 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 the properly tendered Securities at the Change 
of Control Purchase Price;

                                      125



         (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;

                                      126



              (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;

              (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 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.

                                      127



         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' Certificate 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.

                                      128



                                    ARTICLE XII

                                     GUARANTY

         SECTION 6.  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, 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 

                                      129



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.  Each Guarantor further agrees that, as between such 
Guaran-

                                      130



tor, 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.

                                       131



          (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 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 2.  EXECUTION AND DELIVERY OF GUARANTY.

     Each Guarantor shall 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.


                                       132



     SECTION 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 
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 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.


                                       133



          (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 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

                                       134



of the obligations of the Guarantor pursuant hereto and pursuant to the 
Securities, the Guarantor shall be released from such obligations.

     SECTION 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 releases 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 in-

                                       135



struments 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 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.



                                       136



                                  ARTICLE XIII

                                 MISCELLANEOUS

     SECTION 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.

     SECTION2.  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 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
     101 Barclay Street, Floor 21 West
     New York, New York  10286


                                       137



     Attention:  Corporate Trust Trustee 
                    Administration
     Telephone:  (212) 815-5741
     Telecopy:   (212) 815-5915
               
     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 delivered; 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 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).


                                       138



     SECTION 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 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 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:


                                       139



               (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 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.


                                       140



    SECTION 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 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.
 
                                       141


    SECTION 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.

    SECTION 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 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 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.

                                       142


    SECTION 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 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 no way
modify or restrict any of the terms or provisions hereof.

                                     143


                                      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: /s/ R. Christopher Weber
                           ------------------------------------------
                            Name: R. Christopher Weber
                            Title: Senior Vice President, Chief
                                   Financial Officer and Secretary

                        PARENT GUARANTOR
                        JACOR COMMUNICATIONS, INC.



                        By: /s/ R. Christopher Weber
                           ------------------------------------------
                            Name: R. Christopher Weber
                            Title: Senior Vice President, Chief
                                   Financial Officer and Secretary

                        SUBSIDIARY GUARANTORS:

                        BROADCAST FINANCE, INC.



                        By: /s/ R. Christopher Weber
                           ------------------------------------------
                            Name: R. Christopher Weber
                            Title: Senior Vice President and
                                   Assistant Secretary

                        CINE FILMS, INC.

                                       144

                        By: /s/ R. Christopher Weber
                           ------------------------------------------
                            Name: R. Christopher Weber
                            Title: Senior Vice President and
                                   Assistant Secretary


                        CINE GUARANTORS, INC.



                        By: /s/ R. Christopher Weber
                           ------------------------------------------
                            Name: R. Christopher Weber
                            Title: Senior Vice President and
                                   Assistant Secretary


                        CINE GUARANTORS II, INC.



                        By: /s/ R. Christopher Weber
                           ------------------------------------------
                            Name: R. Christopher Weber
                            Title: Senior Vice President and
                                   Assistant Secretary


                        CINE GUARANTORS II, LTD.



                        By: /s/ R. Christopher Weber
                           ------------------------------------------
                            Name: R. Christopher Weber
                            Title: Senior Vice President and
                                   Assistant Secretary


                        CINE MOBILE SYSTEMS INT'L N.V.

                                       145

                        By: /s/ R. Christopher Weber
                           ------------------------------------------
                            Name: R. Christopher Weber
                            Title: Senior Vice President and
                                   Assistant Secretary


                        CINE MOVIL S.A. DE C.V.



                        By: /s/ R. Christopher Weber
                           ------------------------------------------
                            Name: R. Christopher Weber
                            Title: Senior Vice President and
                                   Assistant Secretary


                        CITICASTERS CO.



                        By: /s/ R. Christopher Weber
                           ------------------------------------------
                            Name: R. Christopher Weber
                            Title: Senior Vice President and
                                   Assistant Secretary


                        F.M.I. PENNSYLVANIA, INC.



                        By: /s/ R. Christopher Weber
                           ------------------------------------------
                            Name: R. Christopher Weber
                            Title: Senior Vice President and
                                   Assistant Secretary


                        GACC-N26LB, INC.

                                       146

                        By: /s/ R. Christopher Weber
                           ------------------------------------------
                            Name: R. Christopher Weber
                            Title: Senior Vice President and
                                   Assistant Secretary


                        GACC-340, INC.



                        By: /s/ R. Christopher Weber 
                           ------------------------------------------
                            Name: R. Christopher Weber
                            Title: Senior Vice President and
                                   Assistant Secretary

                                       147

                        GEORGIA NETWORK EQUIPMENT, INC.



                        By: /s/ R. Christopher Weber
                           ------------------------------------------
                            Name: R. Christopher Weber
                            Title: Senior Vice President and
                                   Assistant Secretary


                        GREAT AMERICAN MERCHANDISING GROUP, INC.



                        By: /s/ R. Christopher Weber
                           ------------------------------------------
                            Name: R. Christopher Weber
                            Title: Senior Vice President and
                                   Assistant Secretary


                        GREAT AMERICAN TELEVISION PRODUCTIONS, INC.



                        By: /s/ R. Christopher Weber
                           ------------------------------------------
                            Name: R. Christopher Weber
                            Title: Senior Vice President and
                                   Assistant Secretary


                        INMOBILARIA RADIAL, S.A. DE C.V.



                        By: /s/ R. Christopher Weber
                           ------------------------------------------
                            Name: R. Christopher Weber
                            Title: Treasurer

                                       148

                        JACOR BROADCASTING CORPORATION



                        By: /s/ R. Christopher Weber
                           ------------------------------------------
                            Name: R. Christopher Weber
                            Title: Senior Vice President and
                                   Assistant Secretary


                        JACOR BROADCASTING OF ATLANTA, INC.



                        By: /s/ R. Christopher Weber
                           ------------------------------------------
                            Name: R. Christopher Weber
                            Title: Senior Vice President and
                                   Assistant Secretary


                        JACOR BROADCASTING OF COLORADO, INC.



                        By: /s/ R. Christopher Weber
                           ------------------------------------------
                            Name: R. Christopher Weber
                            Title: Senior Vice President and
                                   Assistant Secretary


                        JACOR BROADCASTING OF FLORIDA, INC.



                        By: /s/ R. Christopher Weber
                           ------------------------------------------
                            Name: R. Christopher Weber
                            Title: Senior Vice President and
                                   Assistant Secretary

                                       149

                        JACOR BROADCASTING OF IDAHO, INC.



                        By: /s/ R. Christopher Weber
                           ------------------------------------------
                            Name: R. Christopher Weber
                            Title: Senior Vice President and
                                   Assistant Secretary


                        JACOR BROADCASTING OF IOWA, INC.



                        By: /s/ R. Christopher Weber 
                           ------------------------------------------
                            Name: R. Christopher Weber
                            Title: Senior Vice President and
                                   Assistant Secretary


                        JACOR BROADCASTING OF KNOXVILLE, INC.



                        By: /s/ R. Christopher Weber 
                           ------------------------------------------
                            Name: R. Christopher Weber
                            Title: Senior Vice President and
                                   Assistant Secretary


                        JACOR BROADCASTING OF LEXINGTON, INC.



                        By: /s/ R. Christopher Weber
                           ------------------------------------------
                            Name: R. Christopher Weber
                            Title: Senior Vice President and
                                   Assistant Secretary

                                       150

                        JACOR BROADCASTING OF ST. LOUIS, INC.



                        By: /s/ R. Christopher Weber
                           ------------------------------------------
                            Name: R. Christopher Weber
                            Title: Senior Vice President and
                                   Assistant Secretary


                        JACOR BROADCASTING OF SAN DIEGO, INC.



                        By: /s/ R. Christopher Weber
                           ------------------------------------------
                            Name: R. Christopher Weber
                            Title: Senior Vice President and
                                   Assistant Secretary


                        JACOR BROADCASTING OF SARASOTA, INC.



                        By: /s/ R. Christopher Weber
                           ------------------------------------------
                            Name: R. Christopher Weber
                            Title: Senior Vice President and
                                   Assistant Secretary


                        JACOR BROADCASTING OF TAMPA BAY, INC.



                        By: /s/ R. Christopher Weber
                           ------------------------------------------
                            Name: R. Christopher Weber
                            Title: Senior Vice President and
                                   Assistant Secretary

                                       151

                        JACOR CABLE, INC.



                        By: /s/ R. Christopher Weber
                           ------------------------------------------
                            Name: R. Christopher Weber
                            Title: Senior Vice President and
                                   Assistant Secretary


                        LOCATION PRODUCTIONS, INC.



                        By: /s/ R. Christopher Weber
                           ------------------------------------------
                            Name: R. Christopher Weber
                            Title: Senior Vice President and
                                   Assistant Secretary


                        LOCATION PRODUCTIONS II, INC.



                        By: /s/ R. Christopher Weber
                           ------------------------------------------
                            Name: R. Christopher Weber
                            Title: Senior Vice President and
                                   Assistant Secretary


                        NOBLE BROADCAST CENTER, INC.



                        By: /s/ R. Christopher Weber 
                           ------------------------------------------
                            Name: R. Christopher Weber
                            Title: Senior Vice President and
                                   Assistant Secretary

                                       152



                        NOBLE BROADCAST GROUP, INC.



                        By: /s/ R. Christopher Weber 
                           ------------------------------------------
                            Name: R. Christopher Weber
                            Title: Senior Vice President and
                                   Assistant Secretary

                                       153


                        NOBLE BROADCAST HOLDINGS, INC.



                        By: /s/ R. Christopher Weber
                           ------------------------------------------
                            Name: R. Christopher Weber
                            Title: Senior Vice President and
                                   Assistant Secretary


                        NOBLE BROADCAST LICENSES, INC.



                        By: /s/  R. Christopher Weber
                           ------------------------------------------
                            Name: R. Christopher Weber
                            Title: Senior Vice President and
                                   Assistant Secretary


                        NOBLE BROADCAST OF COLORADO, INC.



                        By:  /s/ R. Christopher Weber
                           ------------------------------------------
                            Name: R. Christopher Weber
                            Title: Senior Vice President and
                                   Assistant Secretary


                        NOBLE BROADCAST OF ST. LOUIS, INC.



                        By: /s/ R. Christopher Weber
                           ------------------------------------------
                            Name: R. Christopher Weber
                            Title: Senior Vice President and
                                   Assistant Secretary

                                       154

                        NOBLE BROADCAST OF SAN DIEGO, INC.



                        By: /s/ R. Christopher Weber 
                           ------------------------------------------
                            Name: R. Christopher Weber
                            Title: Senior Vice President and
                                   Assistant Secretary

                                       155


                        NOBLE BROADCAST OF TOLEDO, INC.



                        By: /s/ R. Christopher Weber
                           ------------------------------------------
                            Name: R. Christopher Weber
                            Title: Senior Vice President and
                                   Assistant Secretary


                        NOBRO, S.C.



                        By: /s/ R. Christopher Weber
                           ------------------------------------------
                            Name: R. Christopher Weber
                            Title: Treasurer



                        NOVA MARKETING GROUP, INC.



                        By: /s/ R. Christopher Weber
                           ------------------------------------------
                            Name: R. Christopher Weber
                            Title: Senior Vice President and
                                   Assistant Secretary


                        SPORTS RADIO BROADCASTING, INC.



                        By: /s/ R. Christopher Weber
                           ------------------------------------------
                            Name: R. Christopher Weber
                            Title: Senior Vice President and
                                   Assistant Secretary

                                       156



                        SPORTS RADIO, INC.



                        By: /s/ R. Christopher Weber
                           ------------------------------------------
                            Name: R. Christopher Weber
                            Title: Senior Vice President and
                                   Assistant Secretary

                        TAFT-TCI SATELLITE SERVICES, INC.



                        By: /s/ R. Christopher Weber
                           ------------------------------------------
                            Name: R. Christopher Weber
                            Title: Senior Vice President and
                                   Assistant Secretary


                        THE SY FISCHER COMPANY AGENCY, INC.



                        By: /s/ R. Christopher Weber
                           ------------------------------------------
                            Name: R. Christopher Weber
                            Title: Senior Vice President and
                                   Assistant Secretary


                        WHOK, INC.



                        By: /s/ R. Christopher Weber
                           ------------------------------------------
                            Name: R. Christopher Weber
                            Title: Senior Vice President and
                                   Assistant Secretary


                        VTTV PRODUCTIONS

                                       157



                        By: /s/ R. Christopher Weber 
                           ------------------------------------------
                            Name: R. Christopher Weber
                            Title: Senior Vice President and
                                   Assistant Secretary


                        THE BANK OF NEW YORK, as Trustee



                        By: /s/ Paul J. Schmalzel
                           ------------------------------------------
                            Name: Paul J. Schmalzel
                            Title: Assistant Treasurer

                                       158


                                                                       Exhibit A

                               [FORM OF SECURITY]

                          JACOR COMMUNICATIONS COMPANY

                         9 3/4% 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 December 15, 2006.

          Interest Payment Dates:  June 15 and December 15; commencing June 15,
1997.

          Record Dates:  June 1 and December 1

          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:  December 17, 1996


                         Jacor Communications Company
                             a Florida corporation


                                         A-1




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



Attest:
       ---------------------------
          Secretary


                                         A-2




                 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



Dated:  December 17, 1996


                                         A-3




                          JACOR COMMUNICATIONS COMPANY


                         9 3/4% 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 9 3/4% 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

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

(1) This paragraph should only be added if the Security is issued in global
     form.


                                         A-4




unpaid on such principal amount at a rate of 9 3/4% per annum compounded
semi-annually.

          The Company will pay interest semi-annually on June 15 and December 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 June 15, 1997.
Interest on the Securities will accrue from the most recent date to which
interest has been paid or, if no interest has been paid 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 15 days prior to the
date for payment.

3.   PAYING AGENT AND REGISTRAR.


                                         A-5




          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 17, 1996 (the "Indenture"), among the Company, Jacor Communications,
Inc., a Delaware corporation (the "Parent Guarantor"), the Subsidiary Guarantors
named therein (the "Subsidiary Guarantors" together with the Parent Guarantor,
the "Guarantors"), 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 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 $170,000,000.  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 Guarantors.


                                         A-6




5.   REDEMPTION.

          The Securities may be redeemed, in whole or in part, at any time on or
after December 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 December 15, 2001.

         If redeemed during
         the 12-month period
         commencing                    Redemption Price
         -------------------           ----------------

         2001 . . . . . . . . .             104.875%
         2002 . . . . . . . . .             103.250%
         2003 . . . . . . . . .             101.625%
         2004 and thereafter. .             100.000%

          Any such redemption will comply with Article III of the Indenture.


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 depos-


                                         A-7




ited 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 (a) selected for redemption except the unredeemed
portion of any Security being redeemed in part or (b) for a period beginning 15
Business Days before the mailing of a notice of an offer to repurchase or
redemption and ending at the close of business on the day of such mailing.

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-8





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.


                                         A-9




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 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, (iii) to make an offer to
purchase the 10 1/8% Notes, or (iv) to make an offer to purchase a certain
amount of each Holder's


                                         A-10




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 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.


                                         A-11




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, 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.


                                         A-12




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-13




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
          50 East RiverCenter Boulevard
          12th Floor
          Covington, Kentucky  41011
          Attn:  Corporate Secretary


                                         A-14




                               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 (continued...)


                                         A-15




                       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(*)(*)

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

(...continued)
         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.

(*)(*)   NOTICE:  The  Signature must be  guaranteed by an  Institution which
         is  a member of one of  the following recog-  nized 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-16




               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
            Principal          Principal       Security             Signatory of
            Amount             Amount of       following            Trustee or
Date of     of this Global     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-17




CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF
SECURITIES

Re:  9 3/4% 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-18





                                     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


                                      Annex - 1




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 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,


                                      Annex - 2




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.

          "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.


                                      Annex - 3




          "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.

          "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 


                                      Annex - 4




          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 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


                                      Annex - 5




         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.

          "CITICASTERS SECURITIES ASSET SALE OFFER" means an offer to purchase
the Citicasters Securities in accordance with the following procedures:


                                      Annex - 6




               (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 Indebt-


                                      Annex - 7




edness 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, Section 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


                                      Annex - 8




$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 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


                                      Annex - 9




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 paragraph (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


                                      Annex - 10




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.

                                       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


                                      Annex - 11




         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).

               (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


                                      Annex - 12




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


                                      Annex - 13




accounting period) preceding the date of any proposed Restricted Payment.

          "CUMULATIVE TOTAL INTEREST EXPENSE" means the Total Interest Expense
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.

          "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 expens-


                                      Annex - 14




es 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 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


                                      Annex - 15




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.

          "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


                                      Annex - 16




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 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.


                                      Annex - 17




          "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 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


                                      Annex - 18




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


                                      Annex - 19




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 respect 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.


                                      Annex - 20





          "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 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.


                                      Annex - 21




          "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 - 22




                                   ARTICLE III
                       REDEMPTIONS AND OFFERS TO PURCHASE


          SECTION 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


                                      Annex - 23




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.

          SECTION 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


                                      Annex - 24




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 portions 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.  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


                                      Annex - 25




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.

               (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


                                      Annex - 26




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 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 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 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


                                      Annex - 27




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 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 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 - 28




          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


                                      Annex - 29




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, 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 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,


                                      Annex - 30





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 Purchase"
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.


                                      Annex - 31




               (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 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


                                      Annex - 32




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.

               (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.


                                      Annex - 33




                                   ARTICLE IV
                               SELECTED COVENANTS

                                    *   *   *

          SECTION 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


                                      Annex - 34




amount equal to the sum of (A) Cumulative Operating Cash Flow 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 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 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


                                      Annex - 35




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
Indebtedness 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


                                      Annex - 36




     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 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 re-


                                      Annex - 37




    demption 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

                    (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).

                                    *   *   *


                                      Annex - 38




                                   ARTICLE VI
                              DEFAULTS AND REMEDIES

          SECTION 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 $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

                                      Annex - 39




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 - 40

EX-12.1

                                                                    EXHIBIT 12.1
 
                           JACOR COMMUNICATIONS, INC.
               COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                             (DOLLARS IN THOUSANDS)
 


                                                                                                               PRO FORMA
                                                                                NINE MONTHS     PRO FORMA     NINE MONTHS
                                       YEAR ENDED DECEMBER 31,                     ENDED       YEAR ENDED        ENDED
                        -----------------------------------------------------  SEPTEMBER 30,  DECEMBER 31,   SEPTEMBER 30,
                          1991       1992       1993       1994       1995         1996           1995           1996
                        ---------  ---------  ---------  ---------  ---------  -------------  -------------  -------------
                                                                                     
EARNINGS:
  Income (loss) before
    income taxes and
    extraordinary
    loss..............  $   2,548  $ (23,701) $   4,138  $  14,165  $  18,265    $  14,988      $  (5,932)     $  (5,674)
  Fixed charges.......     18,830     15,578      4,768      2,860      3,853       14,973         65,856         47,783
                        ---------  ---------  ---------  ---------  ---------  -------------  -------------  -------------
      Total...........  $  21,378  $  (8,123) $   8,906  $  17,025  $  22,118    $  29,961      $  59,924      $  42,109
                        ---------  ---------  ---------  ---------  ---------  -------------  -------------  -------------
                        ---------  ---------  ---------  ---------  ---------  -------------  -------------  -------------
FIXED CHARGES:
  Interest expense....  $  16,775  $  13,701  $   2,735  $     534  $   1,444    $  12,820      $  60,438      $  43,288
  Amortization of debt
    expense...........        718        449        238        324        326          577          1,501          1,557
  Portion of rent
    expense deemed to
    be interest.......      1,337      1,428      1,795      2,002      2,083        1,576          3,917          2,938
                        ---------  ---------  ---------  ---------  ---------  -------------  -------------  -------------
      Total...........  $  18,830  $  15,578  $   4,768  $   2,860  $   3,853    $  14,973      $  65,856      $  47,783
                        ---------  ---------  ---------  ---------  ---------  -------------  -------------  -------------
                        ---------  ---------  ---------  ---------  ---------  -------------  -------------  -------------
Ratio of earnings to
 fixed charges........        1.1     N/A           1.9        6.0        5.7          2.0         --             --
                        ---------  ---------  ---------  ---------  ---------  -------------  -------------  -------------
                        ---------  ---------  ---------  ---------  ---------  -------------  -------------  -------------
Coverage deficiency...     N/A     $  23,701     N/A        N/A        N/A          N/A         $   5,932      $   5,674
                        ---------  ---------  ---------  ---------  ---------  -------------  -------------  -------------
                        ---------  ---------  ---------  ---------  ---------  -------------  -------------  -------------

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., Jacor Communications Company and Subsidiary
Guarantors on Form S-3 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,
which report is included in Jacor Communications, Inc's Annual Report on Form
10-K; and of our report dated November 15, 1996, on our audits of the combined
financial statements of the Selected Gannett Radio Stations as of December 31,
1995 and September 29, 1996, and for the years ended December 25, 1994 and
December 31, 1995 and for the nine month period ended September 29, 1996, which
report is included in Jacor Communications, Inc.'s Current Report on Form 8-K,
dated December 12, 1996; and of our report dated November 8, 1996, on our audits
of the consolidated financial statements of Regent Communications, Inc. as of
December 31, 1995 and September 30, 1996 and for the years ended December 31,
1994 and 1995 and for the nine month period ended September 30, 1996, which
report is included in Jacor Communications, Inc.'s Current Report on Form 8-K,
dated December 20, 1996. We also consent to the reference to our firm under the
caption "Experts."
 
                                          COOPERS & LYBRAND L.L.P.
 
Cincinnati, Ohio
January 2, 1997

EX-23.2

                                                                    EXHIBIT 23.2
 
                        CONSENT OF INDEPENDENT AUDITORS
 
    We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Jacor
Communications, Inc., Jacor Communications Company and Subsidiary Guarantors for
the shelf registration of $250.0 million of Jacor Communications, Inc.
Convertible Debt Securities, Preferred Stock, Convertible Preferred Stock,
Depositary Shares, and Common Stock; Jacor Communications Company Debt
Securities and Convertible Debt Securities; and the Guarantees of the Jacor
Communications Company Debt Securities and Convertible Debt Securities by Jacor
Communications, Inc. and Subsidiary Guarantors, 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
January 2, 1997

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., Jacor Communications Company, and Subsidiary Guarantors 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
January 2, 1997

EX-24.2

                                                                    EXHIBIT 24.2
 
                               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
capacitites, to sign the Form S-3 Registration Statement regarding the shelf
registration of certain securities and any or all amendments (including
post-effective amendments) thereto (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 virture
hereof.
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Power of Attorney has been signed on January 3, 1997 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.