S-3

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 1998
                                                      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 JURISDICTION  (I.R.S. EMPLOYER
             OF                IDENTIFICATION                 OF                IDENTIFICATION
      INCORPORATION OR              NO.)               INCORPORATION OR              NO.)
       ORGANIZATION)                                    ORGANIZATION)


 
                                                                                                   
BROADCAST FINANCE, INC.                                                            OHIO                     31-1390698
CHANCELLOR BROADCASTING CO., INC.                                                  OREGON                   98-1114370
CINE FILMS, INC.                                                                   CALIFORNIA               95-2945526
CINE GUARANTORS, INC.                                                              CALIFORNIA               95-2677644
CINE GUARANTORS II, INC.                                                           CALIFORNIA               95-2960196
CINE GUARANTORS II, LTD.                                                           CANADA                   NOT APPLICABLE
CINE MOBILE SYSTEMS INT'L. N.V.                                                    ANTILLE                  NOT APPLICABLE
CINE MOVIL S.A. DE C.V.                                                            MEXICO                   NOT APPLICABLE
CITICASTERS CO.                                                                    OHIO                     31-1081002
GACC-N26LB, INC.                                                                   DELAWARE                 31-1231527
GREAT AMERICAN MERCHANDISING GROUP, INC.                                           NEW YORK                 13-2658721
GREAT AMERICAN TELEVISION PRODUCTIONS, INC.                                        CALIFORNIA               31-1019819
INMOBILIARIA RADIAL, S.A. DE C.V.                                                  MEXICO                   NOT APPLICABLE
JACOR BROADCASTING CORPORATION                                                     OHIO                     31-1363232
JACOR BROADCASTING OF ATLANTA, INC.                                                GEORGIA                  31-1133504
JACOR BROADCASTING OF CHARLESTON, INC.                                             DELAWARE                 57-1030503
JACOR BROADCASTING OF COLORADO, INC.                                               COLORADO                 31-1212116
JACOR BROADCASTING OF DENVER, INC.                                                 CALIFORNIA               33-0250362
JACOR BROADCASTING OF FLORIDA, INC.                                                FLORIDA                  31-1102108
JACOR BROADCASTING OF KANSAS CITY, INC.                                            DELAWARE                 43-1722735
JACOR BROADCASTING OF LAS VEGAS, INC.                                              DELAWARE                 61-1263208
JACOR BROADCASTING OF LAS VEGAS II, INC.                                           DELAWARE                 31-1506631
JACOR BROADCASTING OF LOUISVILLE, INC.                                             DELAWARE                 61-1257881
JACOR BROADCASTING OF LOUISVILLE II, INC.                                          DELAWARE                 31-1506626
JACOR BROADCASTING OF SALT LAKE CITY, INC.                                         DELAWARE                 87-0546502
JACOR BROADCASTING OF SALT LAKE CITY II, INC.                                      DELAWARE                 31-1506618
JACOR BROADCASTING OF SAN DIEGO, INC.                                              DELAWARE                 31-1440011
JACOR BROADCASTING OF SARASOTA, INC.                                               FLORIDA                  31-1468564
JACOR BROADCASTING OF ST. LOUIS, INC.                                              DELAWARE                 33-0294761
JACOR BROADCASTING OF TAMPA BAY, INC.                                              FLORIDA                  31-1234979
JACOR BROADCASTING OF TOLEDO, INC.                                                 CALIFORNIA               30-0200806
JACOR BROADCASTING OF YOUNGSTOWN, INC.                                             OHIO                     34-1308506
JACOR CABLE, INC.                                                                  KENTUCKY                 31-1273897
JACOR LICENSEE OF CHARLESTON, INC.                                                 DELAWARE                 57-1031405
JACOR LICENSEE OF KANSAS CITY, INC.                                                DELAWARE                 43-1724459
JACOR LICENSEE OF LAS VEGAS, INC.                                                  DELAWARE                 88-0345737
JACOR LICENSEE OF LAS VEGAS II, INC.                                               DELAWARE                 31-1506613
JACOR LICENSEE OF LOUISVILLE, INC.                                                 DELAWARE                 61-1289758
JACOR LICENSEE OF LOUISVILLE II, INC.                                              DELAWARE                 31-1506609
JACOR LICENSEE OF SALT LAKE CITY, INC.                                             DELAWARE                 87-0546823
JACOR LICENSEE OF SALT LAKE CITY II, INC.                                          DELAWARE                 31-1506621
JACOR/PREMIERE HOLDING, INC.                                                       DELAWARE                 95-4523968
JBSL, INC.                                                                         MISSOURI                 43-1735433
LOCATION PRODUCTIONS, INC.                                                         CALIFORNIA               95-2556702
LOCATION PRODUCTIONS II, INC.                                                      CALIFORNIA               95-2945537
MULTIVERSE ACQUISITION CORP.                                                       DELAWARE                 61-1316387
NOBLE BROADCAST CENTER, INC.                                                       CALIFORNIA               33-0189045
NOBLE BROADCAST GROUP, INC.                                                        DELAWARE                 33-0215206
NOBLE BROADCAST HOLDINGS, INC.                                                     DELAWARE                 33-0492627
NOBLE BROADCAST LICENSES, INC.                                                     CALIFORNIA               34-1794221
NOBLE BROADCAST OF SAN DIEGO, INC.                                                 CALIFORNIA               95-3230874
NOBRO, S.C.                                                                        MEXICO                   NOT APPLICABLE
NOVA MARKETING GROUP, INC.                                                         CALIFORNIA               33-0578898
NSN NETWORK SERVICES, LTD.                                                         DELAWARE                 31-1125479
PREMIERE RADIO NETWORKS, INC.                                                      DELAWARE                 95-4083971
RADIO-ACTIVE MEDIA, INC.                                                           DELAWARE                 31-1511358
SPORTS RADIO BROADCASTING, INC.                                                    CALIFORNIA               33-0525378
SPORTS RADIO, INC.                                                                 CALIFORNIA               95-4350343
THE SY FISCHER COMPANY AGENCY, INC.                                                CALIFORNIA               95-2792659
TALK RADIO NETWORK, INC.                                                           OREGON                   93-1114406
VTTV PRODUCTIONS                                                                   CALIFORNIA               31-0924795
WHOK, INC.                                                                         OHIO                     34-1092716


 
                                                                      
    (EXACT NAME OF REGISTRANT AS SPECIFIED       (STATE OR OTHER JURISDICTION  (I.R.S. EMPLOYER
                IN ITS CHARTER)                               OF                IDENTIFICATION
                                                       INCORPORATION OR              NO.)
                                                        ORGANIZATION)


 
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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)
                           --------------------------
 
                             PAUL F. SOLOMON, ESQ.
                           JACOR COMMUNICATIONS, INC.
                         50 EAST RIVERCENTER BOULEVARD
                                   12TH FLOOR
                           COVINGTON, KENTUCKY 41011
                                 (606) 655-2267
                              (606) 655-9356 (FAX)
 (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
                              (513) 651-3836 (FAX)
                           --------------------------
 
    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(1)                  BE REGISTERED(2)    PRICE(2)(3)     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.............................
Guarantees of Jacor Communications, Inc. Convertible Debt
  Securities by Jacor Communications Company and Subsidiary
  Guarantors.................................................
    Total....................................................        (2)           $500,000,000      $147,500.00

 
(1) This Registration Statement also covers delayed delivery contracts which may
    be issued by the registrants under which the party purchasing such contracts
    may be required to purchase the securities registered hereunder. Such
    contracts may be issued together with the specific securities to which they
    relate. In addition, the securities registered hereunder may be sold
    separately, together, or as units with other securities registered
    hereunder.
 
(2) Not specified as to each class of securities to be registered hereunder
    pursuant to General Instruction II.D. of Form S-3.
 
(3) 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 APRIL 30, 1998
PROSPECTUS
        , 1998
                                  $500,000,000
 
                                     [LOGO]
                                PREFERRED STOCK
                          CONVERTIBLE PREFERRED STOCK
                               DEPOSITARY SHARES
                                  COMMON STOCK
                          CONVERTIBLE DEBT SECURITIES
                  GUARANTEED TO THE EXTENT SET FORTH HEREIN BY
                          JACOR COMMUNICATIONS COMPANY
                         AND THE SUBSIDIARY GUARANTORS
                          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, on a joint and several basis,
offer full and unconditional 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 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 Indebtedness -- Credit Facility," "--
10 1/8% Notes," "-- 9 3/4% Notes," "-- 8 3/4% Notes," "-- 8% Notes," "-- Liquid
Yield Option-TM- Notes due 2011," and "-- Liquid Yield Option-TM- Notes due
2018."
 
    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 $500,000,000.00.
 
    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 due 2011 issued
by Jacor in 1996 are listed on the Nasdaq Small Cap Market under the symbol
"JCORL." Warrants issued by Jacor in 1997 are listed on the Nasdaq National
Market under the symbol "JCORM." Liquid Yield Option-TM- Notes due 2018 issued
by Jacor in 1998 are listed on the Nasdaq Small Cap Market under the symbol
"JCORH." 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 with 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, 1997;
 
    (b) Jacor's Current Reports on Form 8-K dated January 5, 1998, as amended,
and February 4, 1998, as amended; and
 
    (c) Jacor's Form 8-B Registration Statement dated September 23, 1996.
 
    All documents filed by Jacor 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 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: Corporate Communications and Investor
Relations, Telephone Number (606) 655-2267, Fax Number (606) 655-9345.
 
                                       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 programming and 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, although it may be more difficult to find
suitable transactions on terms acceptable to Jacor given the substantial
consolidation that has occurred in the radio broadcast industry since the
passage of the Telecommunications Act of 1996 (the "Telecom Act") on February 8,
1996. 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 businesses. There can be no assurance that Jacor's management will
be able to manage effectively the resulting business or that such acquisitions
will benefit Jacor.
 
    In addition to the expenditure of capital relating to the Pending
Transactions, future acquisitions also may involve the expenditure of
significant funds, including the issuance of additional debt or equity.
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 at the time
desired.
 
    NEED TO DEVELOP "STICK" PROPERTIES.  Jacor's business strategy relies, in
part, on improving the broadcast cash flow and ratings of its "stick" properties
(i.e. properties with insignificant broadcast cash flow and/or insignificant
ratings). In evaluating acquisition opportunities, Jacor seeks out "stick"
properties because Jacor believes that such radio stations provide the potential
for the greatest improvement in broadcast cash flow. Typically, Jacor will make
a substantial investment in a "stick" property to improve its programming
operations and/or signal. Approximately one-half of the Company's portfolio of
radio stations currently represent "stick" properties. There can be no assurance
that Jacor will be successful in improving the performance of its "stick"
properties, notwithstanding that substantial costs may be incurred by Jacor in
implementing this aspect of its business strategy.
 
    INCREASED ANTITRUST SCRUTINY.  Subsequent to the passage of the Telecom Act,
the radio broadcast industry has been subject to an increased amount of scrutiny
by the Antitrust Division. Such scrutiny caused
 
                                       4

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. Jacor's Certificate of
Incorporation permits the redemption of Common Stock from stockholders where
necessary to protect Jacor's regulatory licenses. See "Description of Capital
Stock." 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.
 
    Jacor's business will be dependent upon maintaining its broadcasting
licenses issued by the FCC, which are issued currently for a maximum term of
eight years. 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 and syndicated radio programming compete
for audiences and advertising revenues directly with other radio and television
stations and other syndicated programs, 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 and that its
syndicated radio programs will continue to attract listeners and advertisers,
there can be no assurance that any such stations will be able to maintain or
increase its current audience ratings and advertising revenues.
 
    JACOR STRUCTURE.  A significant percentage of the assets and revenues of
Jacor are held by or derived from the operations of Jacor's subsidiaries. As a
result, trade creditors and other creditors of these subsidiaries may have a
claim directly against the assets and revenues of those subsidiaries. Because
the holders of indebtedness at Jacor have recourse to the assets and revenues of
these subsidiaries almost entirely through Jacor's equity interest in its
subsidiaries, the claims of the creditors of Jacor's subsidiaries are superior
to claims of Jacor's debt holders.
 
                                       5

    The ability of Jacor and its subsidiaries to incur certain obligations is
limited by certain of the restrictive covenants contained in the Credit Facility
(as defined herein). Additionally, borrowings under the Credit Facility are
secured by a first priority pledge of and lien on the capital stock of Jacor's
subsidiaries and all intercompany indebtedness owed to Jacor by the subsidiaries
and have priority as to such collateral.
 
    In addition, Jacor's ability to make required principal and interest
payments with respect to Jacor's indebtedness depends on the earnings of its
subsidiaries. Because indebtedness of Jacor is an obligation of Jacor only
(unless otherwise guaranteed or agreed), Jacor's subsidiaries are not obligated
or required to pay any amounts due pursuant to such indebtedness or to make
funds available therefor in the form of dividends or advances to Jacor. In
addition, the payment of dividends and the making of loans, advances and other
payments to Jacor by its subsidiaries may be subject to statutory restrictions,
are subject to contractual restrictions in the Credit Facility and JCC's senior
subordinated indebtedness, are contingent upon the earnings of those
subsidiaries and are subject to various business and other considerations.
 
    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 leverage ratios,
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 13,349,720 (approximately 26.2%) of the outstanding shares of 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.
 
    By the terms of its partnership agreement, Zell/Chilmark is to terminate on
or before July 1, 2000, subject to two one-year extensions in certain
circumstances. Accordingly, Zell/Chilmark will be required to sell its shares of
Jacor Common Stock or distribute its shares of Jacor Common Stock to its
partners prior to the termination of Zell/Chilmark. 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 also employs or independently contracts with several
 
                                       6

on-air personalities and hosts of syndicated radio programs with significant
loyal audiences in their respective broadcast areas. Jacor generally enters into
long-term agreements with its key on-air talent and program hosts to protect its
interests in those relationships, but there can be no assurance that all such
on-air personalities will remain with Jacor or will retain their audiences.
 
    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 and the accompanying Prospectus
Supplement set forth or incorporate 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" in the accompanying Prospectus Supplement, as well as within this
Prospectus and the accompanying Prospectus Supplement generally. In addition,
when used in this Prospectus and the accompanying Prospectus Supplement, 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 and the accompanying Prospectus Supplement 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.
 
                                       7

                                    BUSINESS
 
    Jacor and JCC, a direct wholly-owned subsidiary of Jacor, are holding
companies engaged primarily in the radio broadcasting business. Through their
subsidiaries, Jacor and JCC also distribute nationally syndicated talk
programming for radio broadcasting, provide support services to other
broadcasting companies and own and operate one television station in Cincinnati,
Ohio.
 
    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):
 


                                                                                          YEAR ENDED DECEMBER 31,
                                                                           -----------------------------------------------------
                                                                             1993       1994       1995       1996       1997
                                                                           ---------  ---------  ---------  ---------  ---------
                                                                                                        
Ratio of earnings to fixed charges (1)...................................        1.9        6.0        5.7        1.4        1.1
                                                                           ---------        ---        ---        ---        ---
                                                                           ---------        ---        ---        ---        ---
Ratio of earnings to combined fixed charges and preferred stock dividends
 (1)(2)..................................................................        1.9        6.0        5.7        1.4        1.1
                                                                           ---------        ---        ---        ---        ---
                                                                           ---------        ---        ---        ---        ---

 
- ------------------------
(1) For the purpose of computing the ratio of earnings to fixed charges as
    prescribed by the rules and regulations of the 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.
 
                                       8

       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 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
$500,000,000. 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 Jacor Convertible Debt Securities will be fully and unconditionally
guaranteed by JCC and may be further guaranteed fully and unconditionally,
jointly and severally with JCC by certain subsidiaries of JCC (the "Subsidiary
Guarantors"). The JCC Debt Securities and JCC Convertible Debt Securities may be
fully and unconditionally guaranteed on a senior subordinated basis by Jacor and
may be further guaranteed fully and unconditionally, jointly and severally with
Jacor by the Subsidiary Guarantors (collectively with JCC and 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
 
                                       9

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 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.
 
                                       10

    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 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. Unless otherwise provided in the applicable
Indenture or applicable Prospectus Supplement, the subordination provisions of
the Indentures will be as set forth below.
 
    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
 
                                       11

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 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
 
                                       12

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.
 
    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
 
                                       13

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.
 
CERTAIN COVENANTS
 
    REPURCHASE OF NOTES AT THE OPTION OF THE HOLDER UPON A CHANGE OF CONTROL
 
    Unless otherwise provided in the applicable Indenture or applicable
Prospectus Supplement, the covenants relating to repurchase upon a change of
control will be as set forth below. 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 "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
 
                                       14

an Excluded Person) is or becomes the "beneficial owner," directly or
indirectly, of more than 50% of the total voting power in the aggregate of all
classes of Capital Stock of JCC then outstanding normally entitled to vote in
elections of directors, or (iii) during any period of 12 consecutive months
after the Issue Date, individuals who at the beginning of any such 12-month
period constituted the Board of Directors of JCC (together with any new
directors whose election by such Board or whose nomination for election by the
shareholders of JCC was approved by a vote of a majority of the directors then
still in office who were either directors at the beginning of such period or
whose election or nomination for election was previously so approved) cease for
any reason to constitute a majority of the Board of Directors of JCC then in
office.
 
    On or before the Change of Control Purchase Date, 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, JCC Debt Securities, 10 1/8% Notes (as defined
herein), 9 3/4% Notes (as defined herein), 8 3/4% Notes (as defined herein), 8%
Notes (as defined herein), LYONs due 2011 (as defined herein) and LYONs due 2018
(as defined herein) will result in a default under the Credit Facility.
Additionally, unless Jacor and/or JCC, as applicable, is successful in (i)
seeking consents from its lenders under the Credit Facility to permit change of
control repurchase offers for each of the Convertible Debt Securities, JCC Debt
Securities, 10 1/8% Notes, 9 3/4% Notes, 8 3/4% Notes, 8% Notes, LYONs due 2011
and LYONs due 2018, or (ii) refinancing such borrowings, such event of default
under the Credit Facility would constitute an event of default under each of the
Convertible Debt Securities, JCC Debt Securities, 10 1/8% Notes, 9 3/4% Notes,
8 3/4% Notes, 8% Notes, LYONs due 2011 and LYONs due 2018. Such events of
default could result in the immediate acceleration of all then outstanding
indebtedness under each of the Convertible Debt Securities, JCC Debt Securities,
10 1/8% Notes, LYONs due 2011, 9 3/4% Notes, 8 3/4% Notes, 8% Notes and LYONs
due 2018. As a result, differences in the definitions of change of control under
the indentures for the Convertible Debt Securities, JCC Debt Securities, 10 1/8%
Notes, 9 3/4% Notes, 8 3/4% Notes, 8% Notes, LYONs due 2011 and LYONs due 2018
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, JCC Debt Securities,
10 1/8% Notes, 9 3/4% Notes, 8 3/4% Notes and 8% Notes which would not result in
a change of control under the LYONs due 2011 or LYONs due 2018 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
 
                                       15

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
 
    Unless otherwise provided in the applicable Indenture or applicable
Prospectus Supplement, the covenants relating to limitations on incurring
additional indebtedness and disqualified capital stock will be as set forth
below. 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, 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 and the Subsidiary Guarantors may
guarantee 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
 
    Unless otherwise provided in the applicable Indenture or applicable
Prospectus Supplement, 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.
 
                                       16

    LIMITATION ON DIVIDENDS AND OTHER PAYMENT RESTRICTIONS AFFECTING
SUBSIDIARIES
 
    Unless otherwise provided in the applicable Indenture or applicable
Prospectus Supplement, 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 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
 
    Unless otherwise provided in the applicable Indenture or applicable
Prospectus Supplement, 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 10 1/8% Notes,
9 3/4% Notes, 8 3/4% Notes and 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.
 
                                       17

    LIMITATION ON SALE OF ASSETS AND SUBSIDIARY STOCK
 
    Unless otherwise provided in the applicable Indenture or applicable
Prospectus Supplement, the covenants relating to limitations on sales of assets
and Subsidiary stock will be as set forth below. 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 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
 
                                       18

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 10 1/8% Notes, 9 3/4% Notes, 8 3/4% Notes
and 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 10 1/8% Notes, 9 3/4% Notes, 8 3/4% Notes and 8% 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 with respect to the 10 1/8% Notes, 9 3/4% Notes, 8 3/4% Notes and 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, 9 3/4% Notes, 8 3/4% Notes or 8% Notes, as
applicable, (x) the date upon which defeasance of the 10 1/8% Notes, 9 3/4%
Notes, 8 3/4% Notes or 8% Notes, as applicable, becomes effective, (y) the date
on which there are no longer any 10 1/8% Notes, 9 3/4% Notes, 8 3/4% Notes or 8%
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 10 1/8% Notes, 9 3/4% Notes, 8 3/4% Notes or 8% Notes, as
applicable.
 
    Notwithstanding the foregoing provisions of the first paragraph of this
covenant and without complying with the foregoing provisions:
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), 1(b) or 1(c) 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
 
    Unless otherwise provided in the applicable Indenture or applicable
Prospectus Supplement, 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
 
                                       19

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
 
    Unless otherwise provided in the applicable Indenture or applicable
Prospectus Supplement, 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 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
 
    Unless otherwise provided in the applicable Indenture or applicable
Prospectus Supplement, the covenants on mergers, sales and consolidations will
be as set forth below. 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
 
                                       20

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
 
    Unless otherwise provided in the applicable Indenture or applicable
Prospectus Supplement, 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
 
    Unless otherwise provided in the applicable Indenture or applicable
Prospectus Supplement, 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
 
    Unless otherwise provided in the applicable Indenture or applicable
Prospectus Supplement, the Indentures will provide that (i) all present
Subsidiaries of Jacor or JCC, if any, and their Subsidiaries, and (ii) all
future Subsidiaries of Jacor or JCC and their 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 fully 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, will be Subsidiary
Guarantors if required by the covenant "Subsidiary Guarantors."
 
    RELEASE OF GUARANTORS
 
    Unless otherwise provided in the applicable Indenture or applicable
Prospectus Supplement, 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
 
                                       21

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
 
    Unless otherwise provided in the applicable Indenture or applicable
Prospectus Supplement, 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 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
 
    Unless otherwise provided in the applicable Indenture or applicable
Prospectus Supplement, the events of default and remedies will be as set forth
below. 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
 
                                       22

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.
 
    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.
 
                                       23

LEGAL DEFEASANCE AND COVENANT DEFEASANCE
 
    Unless otherwise provided in the applicable Indenture or applicable
Prospectus Supplement, the provisions regarding legal defeasance and covenant
defeasance will be as set forth below. 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
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
 
                                       24

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
 
    Unless otherwise provided in the applicable Indenture or applicable
Prospectus Supplement, 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 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.
 
                                       25

    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.
 
    "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,
 
                                       26

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
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.
 
                                       27

    "CREDIT FACILITY," as of the date hereof, means the Amended and Restated
Credit Agreement dated as of September 16, 1997, by and among JCC, The Chase
Manhattan Bank, as Administrative Agent, Banque Paribas, as Documentation Agent,
Bank of America National Trust and Savings Association (as successor by merger
to 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 and all Related Persons of such
person.
 
    "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) payments to
Zell/Chilmark 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 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 or JCC or their Subsidiaries) to which
such Subsidiary is a party.
 
                                       28

    "GAAP" means United States generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as approved by a significant segment of the
accounting profession as in effect on the Issue Date unless otherwise specified.
 
    "INDEBTEDNESS" of any person means, without duplication, (a) all liabilities
and obligations, contingent or otherwise, of such any person, (i) in respect of
borrowed money (whether or not the recourse of the lender is to the whole of the
assets of such person or only to a portion thereof), (ii) evidenced by bonds,
notes, debentures or similar instruments, (iii) representing the balance
deferred and unpaid of the purchase price of any property or services, except
those incurred in the ordinary course of its business that would constitute
ordinarily a trade payable to trade creditors, (iv) evidenced by bankers'
acceptances or similar instruments issued or accepted by banks, (v) relating to
any Capitalized Lease Obligation, or (vi) evidenced by a letter of credit or a
reimbursement obligation of such person with respect to any letter of credit;
(b) all net obligations of such person under Interest Swap and Hedging
Obligations; (c) all liabilities and obligations of others of the kind described
in the preceding clause (a) or (b) that such person has guaranteed or that is
otherwise its legal liability or which are secured by any assets or property of
such person and all obligations to purchase, redeem or acquire any Equity
Interests; and (d) all Disqualified Capital Stock of such person (valued at the
greater of its voluntary or involuntary maximum fixed repurchase price plus
accrued and unpaid dividends). For purposes hereof, the "maximum fixed
repurchase price" of any Disqualified Capital Stock which does not have a fixed
repurchase price shall be calculated in accordance with the terms of such
Disqualified Capital Stock as if such Disqualified Capital Stock were purchased
on any date on which Indebtedness shall be required to be determined pursuant to
the Indenture, and if such price is based upon, or measured by, the Fair Market
Value of such Disqualified Capital Stock, such Fair Market Value to be
determined in good faith by the board of directors of the issuer (or managing
general partner of the issuer) of such Disqualified Capital Stock.
 
    "INTEREST SWAP AND HEDGING OBLIGATION" means any obligation of any person
pursuant to any interest rate swap agreement, interest rate cap agreement,
interest rate collar agreement, interest rate exchange agreement, currency
exchange agreement or any other agreement or arrangement designed to protect
against fluctuations in interest rates or currency values, including, without
limitation, any arrangement whereby, directly or indirectly, such person is
entitled to receive from time to time periodic payments calculated by applying
either a fixed or floating rate of interest on a stated notional amount in
exchange for periodic payments made by such person calculated by applying a
fixed or floating rate of interest on the same notional amount.
 
    "INVESTMENT" by any person in any other person means, without duplication,
(a) the acquisition (whether by purchase, merger, consolidation or otherwise) by
such person (whether for cash, property, services, securities or otherwise) of
capital stock, bonds, notes, debentures, partnership or other ownership
interests or other securities, including any options or warrants, of such other
person or any agreement to make any such acquisition; (b) the making by such
person of any deposit with, or advance, loan or other extension of credit to,
such other person (including the purchase of property from another person
subject to an understanding or agreement, contingent or otherwise, to resell
such property to such other person) or any commitment to make any such advance,
loan or extension (but excluding accounts receivable or deposits arising in the
ordinary course of business); (c) other than guarantees of Indebtedness of JCC
or any Guarantor to the extent permitted by the covenant "Limitation on
Incurrence of Additional Indebtedness and Disqualified Capital Stock" or the
definition of Permitted Indebtedness, the entering into by such person of any
guarantee of, or other credit support or contingent obligation with respect to,
Indebtedness or other liability of such other person (other than the endorsement
of instruments for deposit or collection in the ordinary course of business);
and (d) the making of any capital contribution by such person to such other
person.
 
                                       29

    "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
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
 
                                       30

(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
 
                                       31

    (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 marketing 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
 
                                       32

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 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.
 
                                       33

    "RELATED PERSON" means any person who controls, is controlled by or is under
common control with an Excluded Person; PROVIDED that for purposes of this
definition "control" means the beneficial ownership of more than 50% of the
total voting power of a person normally entitled to vote in the election of
directors, managers or trustees, as applicable of a person.
 
    "RESTRICTED INVESTMENT" means, in one or a series of related transactions,
any Investment, other than investments in Permitted Investments; PROVIDED,
HOWEVER, that a merger of another person with or into 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," when used with respect to each series of Convertible Debt
Securities and/or JCC Debt Securities issued under the respective Indenture or
any installment of principal thereof or premium thereon or interest thereon,
means the date specified in such series of Convertible Debt Securities and/or
JCC Debt Securities or a coupon, if any, representing such installment of
interest, as the date on which the principal of such series of Convertible Debt
Securities and/or JCC Debt Securities or such installment of principal, premium,
or interest is due and payable.
 
    "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
 
                                       34

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 Indentures. The "PRESENT SUBSIDIARY GUARANTORS" means Broadcast Finance,
Inc; Chancellor Broadcasting Co., 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.; GACC-N26LB, Inc.; Great American
Merchandising Group, Inc.; Great American Television Productions, Inc.;
Inmobiliaria Radial, S.A. de C.V.; Jacor Broadcasting Corporation; Jacor
Broadcasting of Atlanta, Inc.; Jacor Broadcasting of Charleston, Inc.; Jacor
Broadcasting of Colorado, Inc.; Jacor Broadcasting of Denver, Inc.; Jacor
Broadcasting of Florida, Inc.; Jacor Broadcasting of Kansas City, Inc.; Jacor
Broadcasting of Las Vegas, Inc.; Jacor Broadcasting of Las Vegas II, Inc.; Jacor
Broadcasting of Louisville, Inc.; Jacor Broadcasting of Louisville II, Inc.;
Jacor Broadcasting of Salt Lake City, Inc.; Jacor Broadcasting of Salt Lake City
II, Inc.; Jacor Broadcasting of San Diego, Inc.; Jacor Broadcasting of Sarasota,
Inc.; Jacor Broadcasting of St. Louis, Inc.; Jacor Broadcasting of Tampa Bay,
Inc.; Jacor Broadcasting of Toledo, Inc.; Jacor Broadcasting of Youngstown,
Inc.; Jacor Cable,Inc.; Jacor Licensee of Charleston, Inc.; Jacor Licensee of
Kansas City, Inc.; Jacor Licensee of Las Vegas, Inc.; Jacor Licensee of Las
Vegas II, Inc.; Jacor Licensee of Louisville, Inc.; Jacor Licensee of Louisville
II, Inc.; Jacor Licensee of Salt Lake City, Inc.; Jacor Licensee of Salt Lake
City II, Inc.; Jacor/ Premiere Holding, Inc.; JBSL, Inc.; Location Productions,
Inc.; Location Productions II, Inc.; MultiVerse Acquisition Corp.; Noble
Broadcast Center, Inc.; Noble Broadcast Group, Inc.; Noble Broadcast Holdings,
Inc.; Noble Broadcast Licenses, Inc.; Noble Broadcast of San Diego, Inc.; Nobro,
S.C.; Nova Marketing Group, Inc.; NSN Network Services, Ltd.; Premiere Radio
Networks, Inc.; Radio-Active Media, Inc.; Sports Radio Broadcasting, Inc.;
Sports Radio, Inc.; The Sy Fischer Company Agency, Inc.; Talk Radio Network,
Inc.; VTTV Productions; and WHOK, Inc., 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 April 28, 1998, 50,908,227 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,
 
                                       35

(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's Certificate of Incorporation provides that outstanding shares of
Common Stock held by a Disqualified Holder (as defined below) are subject to
redemption by the Company, by action of the Jacor Board of Directors to the
extent necessary to prevent the loss or secure the reinstatement of any license
or franchise from any governmental agency held by the Company or any of its
subsidiaries, which license or franchise is conditioned upon some or all of the
holders of the Company's stock possessing prescribed qualifications and/or
restrictions. The Certificate of Incorporation prescribes the following terms
and conditions for such redemption: (a) the redemption price of the shares to be
redeemed shall be equal to the lesser of (i) the Fair Market Value (as defined
below) of such shares or (ii) if such stock was purchased by such Disqualified
Holder within one year of the redemption date, such Disqualified Holder's
purchase price for such shares; (b) the redemption price of such shares may be
paid in cash, securities (valued according to a specified method) or any
combination thereof; (c) if less than all the shares held by Disqualified
Holders are to be redeemed, the shares to be redeemed will be selected in such
manner as is determined by the Jacor Board of Directors, which may include
selection first of the most recently purchased shares thereof, selection by lot
or selection in any other manner determined by the Jacor Board of Directors; (d)
at least 30 days written notice of the redemption date must be given to the
record holders of the shares selected to be redeemed (unless waived in writing
by such holder), provided that the redemption date may be the date on which
written notice is given to such record holders if the cash or securities
necessary to effect the redemption shall have been deposited in trust for the
benefit of such record holders and subject to immediate withdrawal by them upon
surrender of the stock certificates for their shares to be redeemed; (e) from
and after the redemption date, any and all rights of whatever nature, which may
be held by the owners of shares called for redemption (including without
limitation any rights to vote or participate in dividends declared on stock of
the same class or series as such shares), shall cease and terminate and they
shall thenceforth be entitled only to receive the cash or securities payable in
respect of such redemption; and (f) such other terms and conditions as the Jacor
Board of Directors may determine.
 
    For purposes of the foregoing provisions of the Certificate of
Incorporation, the following meanings are assigned to certain terms:
"Disqualified Holder" means any holder of shares of capital stock of the Company
whose holding of such stock, either individually or when taken together with the
holding of shares of stock of the Company by any other holders, may result, in
the judgment of the Jacor Board of Directors, in the loss of, or the failure to
secure the reinstatement of, any license or franchise from any governmental
agency held by the Company or any of its subsidiaries to conduct any portion of
the business of the Company or its subsidiaries. "Fair Market Value" of the
Company's stock of any class or series of stock means the average closing price
for such a share for each of the 45 most recent days on which the shares of
stock of such class or series were traded preceding the day on which notice of
redemption was given, except that if such shares of stock of such class or
series are not traded on any securities exchange or in the over-the-counter
market, "Fair Market Value" is any value determined by the Jacor Board of
Directors in good faith. See "Risk Factors -- FCC Regulation of Broadcasting
Industry."
 
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.
 
                                       36

    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 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 JCC (formerly JCAC, Inc.) with and into Citicasters
Inc. ("Citicasters"). 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.
 
                                       37

    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
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 warrant holder 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 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.
 
    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 the interests 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.
 
                                       38

    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.
 
REGENT WARRANTS
 
    Jacor issued warrants (the "Regent Warrants") pursuant to the terms of its
October 1996 merger agreement (the "Regent Merger Agreement") with Regent
Communications, Inc. ("Regent"), whereby Regent merged with and into Jacor. If
all such Regent Warrants are exercised, 500,000 shares of Jacor Common Stock
would be issued. Each Regent Warrant initially entitles the holder thereof to
purchase .11271 (the "Fraction") of a share of Jacor Common Stock at a price of
$40.00 per full share (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 in certain events described below. Each Regent Warrant
may be exercised until 5:00 pm., Eastern Time, on February 27, 2002 (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 February 27, 2000, 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
 
                                       39

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.
 
    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 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.
 
    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 is 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
 
    ChaseMellon Shareholder Services LLC is the registrar and transfer agent for
the Jacor Common Stock and the warrant agent for the Citicasters Warrants and
the Regent Warrants.
 
                                       40

                          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.
 
CREDIT FACILITY
 
    JCC amended and restated its credit facility with a syndicate of banks and
other financial institutions on September 16, 1997 (the "Credit Facility"). The
Credit Facility provides availability of up to $1.15 billion of loans to JCC in
two components: (i) a revolving credit facility of up to $750.0 million with
mandatory semi-annual commitment reductions beginning June 30, 2000 and a final
maturity date of December 31, 2004; and (ii) a term loan of $400.0 million with
scheduled semi-annual reductions beginning December 31, 1999 and a final
maturity date of December 31, 2004. The Credit Facility bears interest at a rate
that fluctuates with an applicable margin based on Jacor's leverage ratio plus a
bank base rate and/or the Eurodollar rate per annum.
 
    The loans under the Credit Facility are guaranteed by each of Jacor's direct
and indirect subsidiaries other than certain immaterial subsidiaries. JCC's
obligations under the Credit Facility are secured by a first priority lien on
the capital stock of Jacor's and JCC's subsidiaries, an assignment of all
intercompany debt and of certain time brokerage agreements, and by the guarantee
of JCC's parent, Jacor.
 
    The Credit Facility contains covenants and provisions that restrict, among
other things, 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) engage in certain transactions with affiliates;
and (viii) make restricted junior payments. The Credit Facility also requires
the satisfaction of certain financial performance criteria (including a
consolidated interest coverage ratio, a debt-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.
 
    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 10 1/8% Notes, 9 3/4% Notes,
8 3/4% Notes, 8% Notes, LYONs due 2011 and LYONs due 2018) and certain events of
bankruptcy, insolvency and reorganization. In addition, the Credit Facility
includes events of default for JCC relating to 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 designees 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 10 1/8%
Notes, 9 3/4% Notes, 8 3/4% Notes, 8% Notes, LYONs due 2011 or LYONs due 2018.
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.
 
10 1/8% NOTES
 
    In June 1996, JCAC, Inc. (a predecessor to JCC) conducted an offering (the
"10 1/8% Notes Offering") whereby JCAC, Inc. issued and sold 10 1/8% Senior
Subordinated Notes due 2006 (the "10 1/8% Notes") in an aggregate principal
amount of $100.0 million. The 10 1/8% Notes were issued pursuant to an Indenture
between JCAC, Inc. and First Trust of Illinois, National Association, as Trustee
(the "10 1/8% Note Indenture"). The 10 1/8% Notes have interest payment dates of
June 15 and December 15, commencing on December 15, 1996, and mature on June 15,
2006.
 
                                       41

    The 10 1/8% Note Indenture contains certain covenants which impose certain
limitations and restrictions on the ability of JCC and the Subsidiary Guarantors
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 10 1/8% Notes at a price equal to 101% of their principal
amount, plus accrued and unpaid interest, if any, to the date of repurchase.
There can be no assurance that JCC will have sufficient funds to purchase all of
the 10 1/8% Notes in the event of a change of control offer or that JCC would be
able to obtain financing for such purpose on favorable terms, if at all. In
addition, the Credit Facility restricts JCC's ability to repurchase the 10 1/8%
Notes, including pursuant to a change of control offer. Furthermore, a change of
control under the 10 1/8% Note Indenture will result in a default under the
Credit Facility.
 
    As used herein, a "Change of Control" will mean (i) any merger or
consolidation of JCC with or into any person or any sale, transfer or other
conveyance, whether direct or indirect, of all or substantially all of any of
the assets of JCC, on a consolidated basis, in one transaction or a series of
related transactions, if, immediately after giving effect to such
transaction(s), any "person" or "group" (as such terms are used for purposes of
Sections 13(d) and 14(d) of the Exchange Act, whether or not applicable) (other
than an Excluded Person) is or becomes the "beneficial owner," directly or
indirectly, of more than 50% of the total voting power in the aggregate normally
entitled to vote in the election of directors, managers, or trustees, as
applicable, of the transferee(s) or surviving entity or entities, (ii) any
"person" or "group" (as such terms are used for purposes of Sections 13(d) and
14(d) of the Exchange Act, whether or not applicable) (other than an Excluded
Person) is or becomes the "beneficial owner," directly or indirectly, of more
than 50% of the total voting power in the aggregate of all classes of Capital
Stock of JCC then outstanding normally entitled to vote in elections of
directors, or (iii) during any period of 12 consecutive months after the Issue
Date, individuals who at the beginning of any such 12-month period constituted
the Board of Directors of JCC (together with any new directors whose election by
such Board or whose nomination for election by the shareholders of JCC was
approved by a vote of a majority of the directors then still in office who were
either directors at the beginning of such period or whose election or nomination
for election was previously so approved) cease for any reason to constitute a
majority of the Board of Directors of JCC then in office.
 
    The events of default under the 10 1/8% Note Indenture include various
events of default customary for such type of agreement, including the failure to
pay principal and interest when due on the 10 1/8% Notes, cross defaults on
other indebtedness for borrowed monies in excess of $5.0 million (which
indebtedness would therefore include the Credit Facility, 9 3/4% Notes, 8 3/4%
Notes, 8% Notes, LYONs due 2011 and LYONs due 2018) and certain events of
bankruptcy, insolvency and reorganization.
 
9 3/4% NOTES
 
    In December 1996, JCC conducted an offering (the "9 3/4% Notes Offering")
whereby JCC issued and sold 9 3/4% Senior Subordinated Notes due 2006 (the
"9 3/4% Notes") in an aggregate principal amount of $170.0 million. The 9 3/4%
Notes were issued pursuant to an Indenture between JCC and The Bank of New York,
as Trustee (the "9 3/4% Note Indenture"). The 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 9 3/4% Note Indenture contains certain covenants which impose certain
limitations and restrictions on the ability of JCC and the Subsidiary Guarantors
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 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
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
 
                                       42

favorable terms, if at all. In addition, the Credit Facility restricts JCC's
ability to repurchase the 9 3/4% Notes, including pursuant to a change of
control offer. Furthermore, a change of control under the 9 3/4% Note Indenture
will result in a default under the Credit Facility.
 
    As used herein, 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 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 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, 10 1/8% Notes, 8 3/4% Notes, 8%
Notes, LYONs due 2011 and LYONs due 2018) and certain events of bankruptcy,
insolvency and reorganization.
 
8 3/4% NOTES
 
    In June 1997, JCC conducted an offering (the "8 3/4% Notes Offering")
whereby JCC issued and sold 8 3/4% Senior Subordinated Notes due 2007 (the
"8 3/4% Notes") in an aggregate principal amount of $150.0 million. The 8 3/4%
Notes were issued pursuant to an Indenture between JCC and The Bank of New York,
as Trustee (the "8 3/4% Note Indenture"). The 8 3/4% Notes have interest payment
dates of June 15 and December 15, commencing on December 15, 1997, and mature on
June 15, 2007.
 
    Upon initial issuance, the 8 3/4% Notes were subject to certain trading
restrictions. In January 1998, JCC and the Subsidiary Guarantors completed a
registered exchange offer whereby the 8 3/4% Notes were exchanged for new 8 3/4%
Notes with substantially identical terms except that the new 8 3/4% Notes do not
contain terms with respect to transfer restrictions.
 
    The 8 3/4% Note Indenture contains certain covenants which impose certain
limitations and restrictions on the ability of JCC and the Subsidiary Guarantors
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 8 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
8 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 8 3/4% Notes,
including pursuant to a change of control offer. Furthermore, a change of
control under the 8 3/4% Note Indenture will result in a default under the
Credit Facility.
 
                                       43

    As used herein, 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 or 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 8 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 8 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, 10 1/8% Notes, 9 3/4% Notes, 8%
Notes, LYONs due 2011 and LYONs due 2018) and certain events of bankruptcy,
insolvency and reorganization.
 
8% NOTES
 
    In February 1998, JCC conducted an offering (the "8% Notes Offering")
whereby JCC issued and sold 8% Senior Subordinated Notes due 2010 (the "8%
Notes") in an aggregate principal amount of $120.0 million. The 8% Notes were
issued pursuant to an Indenture between JCC and The Bank of New York, as Trustee
(the "8% Note Indenture"). The 8% Notes have interest payment dates of February
15 and August 15, commencing on August 15, 1998, and mature on February 15,
2010.
 
    The 8% Note Indenture contains certain covenants which impose certain
limitations and restrictions on the ability of JCC and the Subsidiary Guarantors
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 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 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 8% Notes,
including pursuant to a change of control offer. Furthermore, a change of
control under the 8% Note Indenture will result in a default under the Credit
Facility.
 
    As used herein, 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
 
                                       44

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 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 8% Notes, cross defaults on other
indebtedness for borrowed monies in excess of $5.0 million (which indebtedness
would therefore include the Credit Facility, 10 1/8% Notes, 9 3/4% Notes, 8 3/4%
Notes, LYONs due 2011 and LYONs due 2018) and certain events of bankruptcy,
insolvency and reorganization.
 
LIQUID YIELD OPTION-TM- NOTES DUE 2011
 
    Also in June 1996, Jacor conducted an offering (the "LYONs due 2011
Offering") whereby Jacor issued and sold Senior Liquid Yield Option-TM- Notes
due June 12, 2011 (the "LYONs due 2011") in the aggregate principal amount at
maturity of $259.9 million. Each LYON due 2011 had an Issue Price of $443.14 and
a principal amount at maturity of $1,000. The LYONs due 2011 were issued
pursuant to an Indenture between Jacor and The Bank of New York, as Trustee (the
"LYONs due 2011 Indenture").
 
    Each LYON due 2011 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 due 2011. 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 due 2011 are not redeemable by Jacor prior to June 12, 2001.
Thereafter, the LYONs due 2011 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 due 2011 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 due 2011 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 due 2011 may
in certain circumstances have an antitakeover effect.
 
    Under the LYONs due 2011 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
 
                                       45

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 due 2011
Indenture constitutes an event of default under the Credit Facility. See "-- The
Credit Facility."
 
    The LYONs due 2011 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, 9 3/4% Notes, 10 1/8% Notes, 8 3/4% Notes, 8% Notes
and LYONs due 2018) and certain events of bankruptcy, insolvency and
reorganization.
 
LIQUID YIELD OPTION-TM- NOTES DUE 2018
 
    Also in February 1998, Jacor conducted an offering (the "LYONs due 2018
Offering") whereby Jacor issued and sold Senior Liquid Yield Option-TM- Notes
due February 9, 2018 (the "LYONs due 2018") in the aggregate principal amount at
maturity of $426.9 million. Each LYON due 2018 had an Issue Price of $391.06 and
a principal amount at maturity of $1,000. The LYONs due 2018 were issued
pursuant to an Indenture between Jacor and The Bank of New York, as Trustee (the
"LYONs due 2018 Indenture").
 
    Each LYON due 2018 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 6.245 shares per LYON due 2018. 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 due 2018 are not redeemable by Jacor prior to February 9, 2003.
Thereafter, the LYONs due 2018 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 due 2018 will be purchased by Jacor, at the option of the Holder,
on February 9, 2003, February 9, 2008 and February 9, 2013, for a Purchase Price
of $494.52, $625.35 and $790.79 (representing issue price plus accrued original
issue discount to each date), respectively, representing a 4.75% 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 February 9, 2003, each LYON due 2018 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 due 2018 may in certain circumstances have an
antitakeover effect.
 
    Under the LYONs due 2018 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 due 2018 Indenture constitutes an event of default under
the Credit Facility. See "-- The Credit Facility."
 
                                       46

    The LYONs due 2018 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, 9 3/4% Notes, 10 1/8% Notes, 8 3/4% Notes, 8% Notes
and LYONs due 2011) 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 eligible foreign jurisdictions
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.
 
    Underwriters and dealers may engage in passive market making transactions in
Jacor Common Stock in accordance with Rule 103 of Regulation M promulgated by
the Commission. In general, a passive market maker may not bid for or purchase
Jacor Common Stock at a price that exceeds the highest independent bid. In
addition, the net daily purchases made by any passive market maker generally may
not exceed 30% of its average daily trading volume in Jacor Common Stock during
a specified two month prior period, or 200 shares, whichever is greater. A
passive market maker must identify passive market making bids on the
 
                                       47

Nasdaq electronic inter-dealer reporting system. Passive market making may
stabilize or maintain the market price of Jacor Common Stock above independent
market levels. Underwriters and dealers are not required to engage in passive
market making and may end passive market making activities at any time.
 
                             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, JCC and the Subsidiary Guarantors by Graydon, Head & Ritchey,
Cincinnati, Ohio.
 
                                    EXPERTS
 
    The consolidated balance sheets of Jacor Communications, Inc. and
Subsidiaries as of December 31, 1997 and 1996 and the related consolidated
statements of operations, shareholders' equity and cash flows for each of the
three years in the period ended December 31, 1997; and the combined balance
sheets of Talk Radio Network, Inc. and Chancellor Broadcasting Co., Inc. as of
September 30, 1997, the combined balance sheets of Talk Radio Network, Inc.,
Chancellor Broadcasting Co., Inc. and Broadcast Communications, Inc. as of
December 31, 1996 and 1995 and the related combined statements of income,
shareholders' equity and cash flows for the nine months ended September 30, 1997
and for the years ended December 31, 1996 and 1995 have been incorporated by
reference 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 combined financial statements of Nationwide Communications as of
December 31, 1997 and December 31, 1996, and each of the years in the three year
period ended December 31, 1997, appearing in Jacor Communications, Inc.'s
Current Report on Form 8-K(A) dated April 30, 1998, have been audited by KPMG
Peat Marwick LLP, independent certified public accountants, as set forth in
their report thereon included therein and incorporated herein by reference. Such
combined financial statements are incorporated herein by reference in reliance
upon such report given upon the authority of said firm as experts in accounting
and auditing.
 
                                       48

- -------------------------------------------
                                     -------------------------------------------
- -------------------------------------------
                                     -------------------------------------------
 
    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.......................................           8
USE OF PROCEEDS................................           8
CONSOLIDATED RATIOS OF EARNINGS TO FIXED
  CHARGES AND EARNINGS TO COMBINED FIXED
  CHARGES AND PREFERRED STOCK DIVIDENDS........           8
DESCRIPTION OF CONVERTIBLE DEBT SECURITIES AND
  JCC DEBT SECURITIES..........................           9
  General......................................           9
  Conversion of Convertible Debt Securities....          11
  Exchangeability..............................          11
  Subordination................................          11
  Fraudulent Transfer Considerations...........          13
  Certain Covenants............................          14
  Reports......................................          22
  Events of Default and Remedies...............          22
  Legal Defeasance and Covenant Defeasance.....          24
  Amendments and Supplements...................          25
  No Personal Liability of Stockholders,
    Officers or Directors......................          25
  Regarding the Trustee........................          25
  Certain Definitions..........................          26
DESCRIPTION OF CAPITAL STOCK...................          35
  Jacor Common Stock...........................          35
  Jacor Class A and Class B Preferred Stock....          36
  Jacor Depositary Shares......................          37
  Citicasters Warrants.........................          37
  Regent Warrants..............................          39
  Delaware Antitakeover Statute................          40
  Registrar and Transfer Agent.................          40
DESCRIPTION OF INDEBTEDNESS....................          41
  Credit Facility..............................          41
  10 1/8% Notes................................          41
  9 3/4% Notes.................................          42
  8 3/4% Notes.................................          43
  8% Notes.....................................          44
  Liquid Yield Option-TM- Notes due 2011.......          45
  Liquid Yield Option-TM- Notes due 2018.......          46
PLAN OF DISTRIBUTION...........................          47
VALIDITY OF SECURITIES.........................          48
EXPERTS........................................          48

 
                                     [LOGO]
                                PREFERRED STOCK
                          CONVERTIBLE PREFERRED STOCK
                               DEPOSITARY SHARES
                                  COMMON STOCK
                          CONVERTIBLE DEBT SECURITIES
                  GUARANTEED TO THE EXTENT SET FORTH HEREIN BY
                          JACOR COMMUNICATIONS COMPANY
                         AND THE SUBSIDIARY GUARANTORS
 
                          JACOR COMMUNICATIONS COMPANY
                                DEBT SECURITIES
                          CONVERTIBLE DEBT SECURITIES
                  GUARANTEED TO THE EXTENT SET FORTH HEREIN BY
                           JACOR COMMUNICATIONS, INC.
 
                         AND THE SUBSIDIARY GUARANTORS
 
                               -----------------
 
                                   PROSPECTUS
 
                               -----------------
 
                                         , 1998
 
- -------------------------------------------
                                     -------------------------------------------
- -------------------------------------------
                                     -------------------------------------------

                                    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
securities being registered hereunder. All such fees and expenses shall be borne
by Jacor.
 
                                                               
SEC Registration fees...........................................  $ 147,500
NASD fee........................................................  $  50,500
Nasdaq National Market Listing Fee..............................  $  35,000
Blue Sky fees and expenses......................................  $  30,000
Printing and engraving expenses.................................  $ 375,000
Transfer agent and registrar fee and expenses...................  $  20,000
Attorneys' fees and expenses....................................  $ 500,000
Accounting fees and expenses....................................  $ 200,000
Miscellaneous...................................................  $  17,000
                                                                  ---------
        Total...................................................  $1,375,000
                                                                  ---------
                                                                  ---------


 
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
 
                                      II-1

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.
 
    Pursuant to authority contained in its Bylaws, Jacor maintains in force a
standard directors' and officers' liability insurance policy providing coverage
of $40,000,000 against liability incurred by any director or officer in his or
her capacity as such.
 
    The preceding discussion of the Statute and Jacor's Certificate of
Incorporation and Bylaws is not intended to be exhaustive and is qualified in
its entirety by reference to the complete texts of the Statute and Jacor's
Certificate of Incorporation and Bylaws.
 
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.
 
                                      II-2

    (c) The undersigned Registrants hereby undertake to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act ("Act") in accordance
with the rules and regulations prescribed by the Commission under section
305(b)(2) of the Act.
 
    (d) 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-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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                JACOR COMMUNICATIONS, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT AND TREASURER
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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 ASSISTANT SECRETARY
 
/s/ ROBERT L. LAWRENCE                    /s/ ROD F. DAMMEYER
- --------------------------------------    --------------------------------------
 
Robert L. Lawrence                        Rod F. Dammeyer
PRESIDENT, CHIEF OPERATING OFFICER AND    DIRECTOR
DIRECTOR
 
/s/ SAMUEL ZELL                           /s/ F. PHILIP HANDY
- --------------------------------------    --------------------------------------
 
Samuel Zell                               F. Philip Handy
CHAIRMAN OF THE BOARD AND DIRECTOR        DIRECTOR
 
/s/ SHELI Z. ROSENBERG                    /s/ MARC LASRY
- --------------------------------------    --------------------------------------
 
Sheli Z. Rosenberg                        Marc Lasry
VICE CHAIRMAN AND DIRECTOR                DIRECTOR
 
/s/ JOHN W. ALEXANDER                     /s/ MARY AGNES WILDEROTTER
- --------------------------------------    --------------------------------------
 
John W. Alexander                         Mary Agnes Wilderotter
DIRECTOR                                  DIRECTOR
 
/s/ PETER C. B. BYNOE
- --------------------------------------
 
Peter C. B. Bynoe
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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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-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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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-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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                CHANCELLOR BROADCASTING CO., INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber, Jon M. Berry and
Paul F. Solomon, or any 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 April 30, 1998 by the following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ STEPHEN C. LEHMAN                     /s/ DANIEL M. YUKELSON
- --------------------------------------    --------------------------------------
Stephen C. Lehman                         Daniel M. Yukelson
PRESIDENT AND CHIEF EXECUTIVE OFFICER     SECRETARY, SENIOR VICE PRESIDENT OF
                                          FINANCE AND CHIEF FINANCIAL OFFICER
 
/s/ JON M. BERRY
- ------------------------------------
 
Jon M. Berry
DIRECTOR
 
                                      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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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-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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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-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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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-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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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-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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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-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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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-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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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-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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                JACOR BROADCASTING OF CHARLESTON, 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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                JACOR BROADCASTING OF DENVER, 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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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-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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                JACOR BROADCASTING OF KANSAS CITY, 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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                JACOR BROADCASTING OF LAS VEGAS, 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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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-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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                JACOR BROADCASTING OF LAS VEGAS 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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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-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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                JACOR BROADCASTING OF LOUISVILLE, 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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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-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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                JACOR BROADCASTING OF LOUISVILLE 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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                JACOR BROADCASTING OF SALT LAKE CITY, 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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                JACOR BROADCASTING OF SALT LAKE CITY 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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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-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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 by the following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ RANDY MICHAELS*                       /s/ JON M. BERRY
- --------------------------------------    --------------------------------------
Randy Michaels                            Jon M. Berry
PRESIDENT                                 TREASURER
 
/s/ R. CHRISTOPHER WEBER
- --------------------------------------
R. Christopher Weber
DIRECTOR
 
*By: /s/ JON M. BERRY
    ----------------------------------------
Jon M. Berry
    AS ATTORNEY-IN-FACT, PURSUANT TO
    A POWER OF ATTORNEY FILED HEREWITH.
 
                                     II-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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                JACOR BROADCASTING 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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                JACOR BROADCASTING OF YOUNGSTOWN, 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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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-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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                JACOR LICENSEE OF CHARLESTON, 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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                JACOR LICENSEE OF KANSAS CITY, 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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                JACOR LICENSEE OF LAS VEGAS, 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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                JACOR LICENSEE OF LAS VEGAS 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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                JACOR LICENSEE OF LOUISVILLE, 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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                JACOR LICENSEE OF LOUISVILLE 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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                JACOR LICENSEE OF SALT LAKE CITY, 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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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-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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                JACOR LICENSEE OF SALT LAKE CITY 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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                JACOR/PREMIERE HOLDING, 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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                JBSL, 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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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-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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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

                                   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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                MULTIVERSE ACQUISITION CORP.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber, Jon M. Berry and
Paul F. Solomon, or any 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 April 30, 1998 by the following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ STEPHEN C. LEHMAN                     /s/ DANIEL M. YUKELSON
- --------------------------------------    --------------------------------------
Stephen C. Lehman                         Daniel M. Yukelson
PRESIDENT AND CHIEF EXECUTIVE OFFICER     SECRETARY, SENIOR VICE PRESIDENT OF
                                          FINANCE AND CHIEF FINANCIAL OFFICER
 
/s/ JON M. BERRY
- ------------------------------------
Jon M. Berry
DIRECTOR
 
                                     II-51

                                   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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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-52

                                   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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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-53

                                   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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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-54

                                   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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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-55

                                   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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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-56

                                   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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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-57

                                   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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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-58

                                   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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                NSN NETWORK SERVICES, 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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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-59

                                   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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                PREMIERE RADIO NETWORKS, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 by the following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ STEPHEN C. LEHMAN                     /s/ DANIEL M. YUKELSON
- --------------------------------------    --------------------------------------
Stephen C. Lehman                         Daniel M. Yukelson
PRESIDENT AND CHIEF EXECUTIVE OFFICER     SECRETARY, SENIOR VICE PRESIDENT OF
                                          FINANCE AND
                                          CHIEF FINANCIAL OFFICER
 
/s/ JON M. BERRY
- --------------------------------------
Jon M. Berry
DIRECTOR
 
                                     II-60

                                   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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                RADIO-ACTIVE MEDIA, 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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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-61

                                   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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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-62

                                   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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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-63

                                   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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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-64

                                   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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                TALK RADIO NETWORK, INC.
 
                                By:  /s/ JON M. BERRY
                                     ------------------------------------------
                                     Jon M. Berry
                                     SENIOR VICE PRESIDENT
 
                               POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints R. Christopher Weber, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 by the following
persons in the capacities indicated.
 
Principal Executive Officer:              Principal Financial and Accounting
                                          Officer:
 
/s/ STEPHEN C. LEHMAN                     /s/ DANIEL M. YUKELSON
- --------------------------------------    --------------------------------------
Stephen C. Lehman                         Daniel M. Yukelson
PRESIDENT AND CHIEF EXECUTIVE OFFICER     SECRETARY, SENIOR VICE PRESIDENT OF
                                          FINANCE AND
                                          CHIEF FINANCIAL OFFICER
 
/s/ JON M. BERRY
- --------------------------------------
Jon M. Berry
DIRECTOR
 
                                     II-65

                                   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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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-66

                                   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 Covington, Commonwealth of Kentucky, on this 30th day
of April, 1998.
 
                                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, Jon M. Berry and
Paul F. Solomon, or any of them, as such signatory's true and lawful
attorneys-in-fact and agents, with full power of substitution and resolution,
for such signatory and in such signatory's name, place and stead, in any and all
capacities, to sign any and 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, 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 April 30, 1998 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-67

                               INDEX TO EXHIBITS
 


 EXHIBIT
 NUMBER                                             DESCRIPTION OF EXHIBIT
- ---------  --------------------------------------------------------------------------------------------------------
        
      1.1  Underwriting Agreement.*
      2.1  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.**
      2.2  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.**
      2.3  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).**
      2.4  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.**
      2.5  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, as amended.**
      2.6  Warrant Agreement dated as of February 27, 1997 between Jacor and KeyCorp Shareholder Services, Inc., as
           warrant agent (included as Exhibit B to Regent Merger Agreement). Incorporated by reference to Exhibit
           4.1 to Jacor's Current Report on Form 8-K dated May 5, 1997.**
      2.7  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, as amended.**
      2.8  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).**
      2.9  Asset Purchase Agreement dated as of March 17, 1997 among JCC, EFM Programming, Inc., EFM Media
           Management, Inc., EFM Publishing, Inc. and PAM Media, Inc. Incorporated by reference to Exhibit 2.1 to
           Jacor's Current Report on Form 8-K dated March 21, 1997, as amended.**
     2.10  Agreement and Plan of Merger dated as of April 7, 1997 among Jacor, Jacor Communications Company
           ("JCC"), PRN Holding Acquisition Corp. and Premiere Radio Networks, 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 April 8, 1997, as amended.**
     2.11  Shareholders' Agreement dated as of April 7, 1997 by and among Jacor, JCC, Archon Communications, Inc.
           ("Archon"), the stockholders of Archon and certain shareholders of Premiere (omitting schedules and
           exhibits not deemed material). Incorporated by reference to Exhibit 2.2 to Jacor's Current Report on
           Form 8-K dated April 8, 1997, as amended.**
     2.12  Stock Purchase Agreement dated as of April 7, 1997 among Jacor, JCC, Archon Communications Partners LLC
           and News America Holdings Incorporated (omitting schedules and exhibits not deemed material).
           Incorporated by reference to Exhibit 2.3 to Jacor's Current Report on Form 8-K dated April 8, 1997, as
           amended.**




 EXHIBIT
 NUMBER                                             DESCRIPTION OF EXHIBIT
- ---------  --------------------------------------------------------------------------------------------------------
     2.13  Purchase Agreement dated June 11, 1997, by and among JCC, Jacor, the Subsidiary Guarantors named therein
           (the "Subsidiary Guarantors"), Donaldson, Lufkin & Jenrette Securities Corporation, Chase Securities,
           Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated. Incorporated by reference to Exhibit 2.1 to
           Jacor's Current Report on Form 8-K dated June 26, 1997, as amended.**
        
     2.14  Registration Rights Agreement dated June 17, 1997 among JCC, Jacor, the Subsidiary Guarantors,
           Donaldson, Lufkin & Jenrette Securities Corporation, Chase Securities, Inc. and Merrill Lynch, Pierce,
           Fenner & Smith Incorporated. Incorporated by reference to Exhibit 4.2 to Jacor's Current Report on Form
           8-K dated June 26, 1997, as amended.**
     2.15  Agreement of Sale dated December 19, 1997 by and between Nationwide Mutual Insurance Company, Employers
           Insurance of Wausau, Nationwide Communications, Inc., San Diego Lotus Corp., The Beak and Wire
           Corporation, Citicasters Co. and Jacor Communications Company (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, 1997, as amended.**
      4.1  Form of Indenture. Incorporated by reference to Exhibit 4.1 to Jacor's Form S-3 Registration Statement
           (File No. 333-19291).**
      4.2  Indenture dated as of June 12, 1996 between Jacor and The Bank of New York for Jacor's Liquid Yield
           Option-TM- 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  Effectiveness Agreement dated as of September 16, 1997 among JCC, the Lenders named therein (the
           "Lenders"), The Chase Manhattan Bank, as Adminstrative Agent, Banque Paribas, as Documentation Agent,
           and Bank of America National Trust and Savings Association (as successor by merger to Bank of America,
           Illinois), as Syndication Agent (omitting schedules and exhibits not deemed material). Incorporated by
           reference to Exhibit 4.1 to Jacor's Current Report on Form 8-K dated September 30, 1997.**
      4.5  Amended and Restated Credit Agreement dated as of September 16, 1997 ("Credit Agreement") among JCC, the
           Lenders, Bank of America National Trust and Savings Association (as successor by merger to Bank of
           America, Illinois), as Syndication Agent, Banque Paribas, as Documentation Agent, and The Chase
           Manhattan Bank, as Administrative Agent (omitting schedules and exhibits not deemed material) (included
           as Exhibit A to Effectiveness Agreement). Incorporated by reference to Exhibit 4.2 to Jacor's Current
           Report on Form 8-K dated September 30, 1997.**
      4.6  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).**
      4.7  Parent Guaranty dated as of June 12, 1996 and as amended and restated as of September 16, 1997 by Jacor
           in favor of The Chase Manhattan Bank (as successor by merger to 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 4.3 to Jacor's Current Report on Form 8-K dated September 30, 1997.**
      4.8  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).**




 EXHIBIT
 NUMBER                                             DESCRIPTION OF EXHIBIT
- ---------  --------------------------------------------------------------------------------------------------------
      4.9  Indenture dated as of December 17, 1996 among 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' Guarantees thereof. Incorporated by reference to Exhibit 4.9
           to Jacor's Form S-3 Registration Statement (File No. 333-19291).**
        
     4.10  Form of Deposit Agreement. Incorporated by reference to Exhibit 4.10 to Jacor's Form S-3 Registration
           Statement (File No. 333-19291).**
     4.11  Stock Option Agreement dated as of June 23, 1993 between Jacor and Rod F. Dammeyer covering 10,000
           shares of Jacor's common stock. (1) Incorporated by reference to Exhibit 4.3 to Jacor's Quarterly Report
           on Form 10-Q dated August 13, 1993.**
     4.12  Stock Option Agreement dated as of December 15, 1994 between Jacor and Rod F. Dammeyer covering 5,000
           shares of Jacor's common stock. (2) Incorporated by reference to Exhibit 4.23 to Jacor's Quarterly
           Report on Form 10-Q dated August 13, 1993.**
     4.13  Indenture dated as of June 17, 1997 among JCC, Jacor, the Subsidiary Guarantors and The Bank of New York
           for JCC's 8 3/4% Senior Subordinated Notes due 2007 and Jacor's and the Subsidiary Guarantors'
           Guarantees thereof. Incorporated by reference to Exhibit 4.1 to Jacor's Current Report on Form 8-K dated
           June 26, 1997, as amended.**
     4.14  Form of 8 3/4% Series A Senior Subordinated Note due 2007 (included as part of Indenture listed as
           Exhibit 4.13 which is incorporated by reference to Exhibit 4.1 to Jacor's Current Report on Form 8-K
           dated June 26, 1997, as amended).**
     4.15  Form of 8 3/4% Series B Senior Subordinated Note due 2007 (included as part of Indenture listed as
           Exhibit 4.13 which is incorporated by reference to Exhibit 4.1 to Jacor's Current Report on Form 8-K
           dated June 26, 1997, as amended).**
     4.16  Reaffirmation Agreement dated as of September 16, 1997 among The Chase Manhattan Bank, as Administrative
           Agent for the benefit of the Agents, the Issuing Banks, the Lenders and any Interest Rate Hedge
           Providers (each as defined in the Credit Agreement), Jacor, JCC and each subsidiary of JCC. Incorporated
           by reference to Exhibit 4.4 to Jacor's Current Report on Form 8-K dated September 30, 1997.**
     4.17  First Supplemental Indenture dated as of September 16, 1997 (Supplemental to Indenture dated as of June
           12, 1996) between JCC, Jacor and First Trust National Association for JCC's 10 1/8% Senior Subordinated
           Notes due 2006 and Jacor's and the Subsidiary Guarantors' Guarantees thereof. Incorporated by reference
           to Exhibit 4.5 to Jacor's Current Report on Form 8-K dated September 30, 1997.**
     4.18  First Supplemental Indenture dated as of September 16, 1997 (Supplemental to Indenture dated as of
           December 17, 1996) between JCC, Jacor, the Subsidiary Guarantors named therein, and The Bank of New York
           for JCC's 9 3/4% Senior Subordinated Notes due 2006 and Jacor's and the Subsidiary Guarantors'
           Guarantees thereof. Incorporated by reference to Exhibit 4.6 to Jacor's Current Report on Form 8-K dated
           September 30, 1997.**
     4.19  First Supplemental Indenture dated as of September 16, 1997 (Supplemental to Indenture dated as of June
           17, 1997) between JCC, Jacor, the Subsidiary Guarantors named therein, and The Bank of New York for
           JCC's 8 3/4% Senior Subordinated Notes due 2007 and Jacor's and the Subsidiary Guarantors' Guarantees
           thereof. Incorporated by reference to Exhibit 4.7 to Jacor's Current Report on Form 8-K dated September
           30, 1997.**
     4.20  Indenture dated as of February 9, 1998 among JCC, Jacor, the Subsidiary Guarantors and the Bank of New
           York for JCC's 8% Senior Subordinated Notes due 2010 and Jacor's and the Subsidiary Guarantors' Guaranty
           thereof.
     4.21  Indenture dated as of February 9, 1998 between Jacor and the Bank of New York for Jacor's Liquid Yield
           Option-TM- Notes due 2018.




 EXHIBIT
 NUMBER                                             DESCRIPTION OF EXHIBIT
- ---------  --------------------------------------------------------------------------------------------------------
      5.1  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 KPMG Peat Marwick LLP.
     23.3  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.
     25.1  Statement of Eligibility of Trustee on Form T-1.****
     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, 1997, as amended.**

 
- ------------------------
   (*) To be filed, as applicable to a particular offering of Securities, as an
       exhibit to a Current Report on Form 8-K and incorporated herein by
       reference thereto.
 
  (**) Incorporated by reference.
 
 (***) To be filed by amendment.
 
(****) To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act of
1939.
 
    (1) Identical documents were entered into with John W. Alexander, F. Philip
        Handy and Marc Lasry.
 
    (2) Identical documents were entered into with John W. Alexander, F. Philip
        Handy, Marc Lasry and Sheli Z. Rosenberg. Pursuant to substantially
        identical documents, (a) a grant of 5,000 stock options was made to each
        of these five individuals in February 1996, and (b) a grant of 5,000
        stock options was made to each of these five individuals and to Samuel
        Zell, Peter C. B. Bynoe and Mary Agnes Wilderotter in April 1997.

EX-4.20

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


                          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 February 9, 1998


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



                                  $120,000,000
                      8% Senior Subordinated Notes due 2010


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


                                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 . . . . . . . . . . . . . . .23
SECTION 1.3.   Rules of Construction . . . . . . . . . . . . . . . . . . . . .24

                           ARTICLE II
                         THE SECURITIES. . . . . . . . . . . . . . . . . . . .24
SECTION 2.1.   Form and Dating . . . . . . . . . . . . . . . . . . . . . . . .24
SECTION 2.2.   Execution and Authentication. . . . . . . . . . . . . . . . . .25
SECTION 2.3.   Registrar and Paying Agent. . . . . . . . . . . . . . . . . . .26
SECTION 2.4.   Paying Agent to Hold Assets in Trust. . . . . . . . . . . . . .27
SECTION 2.5.   Securityholder Lists. . . . . . . . . . . . . . . . . . . . . .27
SECTION 2.6.   Transfer and Exchange . . . . . . . . . . . . . . . . . . . . .27
SECTION 2.7.   Replacement Securities. . . . . . . . . . . . . . . . . . . . .30
SECTION 2.8.   Outstanding Securities. . . . . . . . . . . . . . . . . . . . .30
SECTION 2.9.   Treasury Securities . . . . . . . . . . . . . . . . . . . . . .31
SECTION 2.10.  Temporary Securities. . . . . . . . . . . . . . . . . . . . . .31
SECTION 2.11.  Cancellation. . . . . . . . . . . . . . . . . . . . . . . . . .31
SECTION 2.12.  Defaulted Interest. . . . . . . . . . . . . . . . . . . . . . .32
SECTION 2.13.  CUSIP Numbers . . . . . . . . . . . . . . . . . . . . . . . . .33

                              ARTICLE III
                              REDEMPTION . . . . . . . . . . . . . . . . . . .33
SECTION 3.1.   Right of Redemption . . . . . . . . . . . . . . . . . . . . . .34
SECTION 3.2.   Notices to Trustee and Paying Agent . . . . . . . . . . . . . .34
SECTION 3.3.   Selection of Securities to Be Redeemed. . . . . . . . . . . . .34
SECTION 3.4.   Notice of Redemption. . . . . . . . . . . . . . . . . . . . . .34
SECTION 3.5.   Effect of Notice of Redemption. . . . . . . . . . . . . . . . .36
SECTION 3.6.   Deposit of Redemption Price . . . . . . . . . . . . . . . . . .36
SECTION 3.7.   Securities Redeemed in Part . . . . . . . . . . . . . . . . . .36

                               ARTICLE IV
                               COVENANTS . . . . . . . . . . . . . . . . . . .37
SECTION 4.1.   Payment of Securities . . . . . . . . . . . . . . . . . . . . .37
SECTION 4.2.   Maintenance of Office or Agency . . . . . . . . . . . . . . . .37
SECTION 4.3.   Limitation on Restricted Payments . . . . . . . . . . . . . . .38


                                       i





                                                                      

SECTION 4.4.   Corporate Existence . . . . . . . . . . . . . . . . . . . . . .38
SECTION 4.5.   Payment of Taxes and Other Claims . . . . . . . . . . . . . . .39
SECTION 4.6.   Maintenance of Properties and Insurance . . . . . . . . . . . .39
SECTION 4.7.   Compliance Certificate; Notice of Default . . . . . . . . . . .40
SECTION 4.8.   Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . .40
SECTION 4.9.   Limitation on Status as Investment Company. . . . . . . . . . .41
SECTION 4.10.  Limitation on Transactions with Affiliates. . . . . . . . . . .41
SECTION 4.11.  Limitation on Incurrence of Additional Indebtedness and
               Disqualified Capital Stock. . . . . . . . . . . . . . . . . . .42
SECTION 4.12.  Limitations on Dividends and Other Payment Restrictions
               Affecting Subsidiaries. . . . . . . . . . . . . . . . . . . . .42
SECTION 4.13.  Limitations on Layering Indebtedness; Liens . . . . . . . . . .43
SECTION 4.14.  Limitation on Sale of Assets and Subsidiary Stock . . . . . . .44
SECTION 4.15.  Limitation on Asset Swaps . . . . . . . . . . . . . . . . . . .49
SECTION 4.16.  Limitation on Lines of Business . . . . . . . . . . . . . . . .49
SECTION 4.17.  Restriction on Sale and Issuance of Subsidiary Stock. . . . . .49
SECTION 4.18.  Waiver of Stay, Extension or Usury Laws . . . . . . . . . . . .49

                            ARTICLE V
                         SUCCESSOR CORPORATION . . . . . . . . . . . . . . . .50
SECTION 5.1.   Limitation on Merger, Sale or Consolidation . . . . . . . . . .50
SECTION 5.2.   Successor Corporation Substituted . . . . . . . . . . . . . . .50

                            ARTICLE VI
               EVENTS OF DEFAULT AND REMEDIES. . . . . . . . . . . . . . . . .51
SECTION 6.1.   Events of Default . . . . . . . . . . . . . . . . . . . . . . .51
SECTION 6.2.   Acceleration of Maturity Date; Rescission and Annulment . . . .52
SECTION 6.3.   Collection of Indebtedness and Suits for Enforcement by
               Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . .54
SECTION 6.4.   Trustee May File Proofs of Claim. . . . . . . . . . . . . . . .55
SECTION 6.5.   Trustee May Enforce Claims Without Possession of
               Securities. . . . . . . . . . . . . . . . . . . . . . . . . . .56
SECTION 6.6.   Priorities. . . . . . . . . . . . . . . . . . . . . . . . . . .56
SECTION 6.7.   Limitation on Suits . . . . . . . . . . . . . . . . . . . . . .57
SECTION 6.8.   Unconditional Right of Holders to Receive Principal,
               Premium and Interest. . . . . . . . . . . . . . . . . . . . . .57
SECTION 6.9.   Rights and Remedies Cumulative. . . . . . . . . . . . . . . . .58
SECTION 6.10.  Delay or Omission Not Waiver. . . . . . . . . . . . . . . . . .58
SECTION 6.11.  Control by Holders. . . . . . . . . . . . . . . . . . . . . . .58
SECTION 6.12.  Waiver of Past Default. . . . . . . . . . . . . . . . . . . . .59


 
                                       ii





                                                                      
SECTION 6.13.  Undertaking for Costs . . . . . . . . . . . . . . . . . . . . .59
SECTION 6.14.  Restoration of Rights and Remedies. . . . . . . . . . . . . . .60

                              ARTICLE VII
                               TRUSTEE . . . . . . . . . . . . . . . . . . . .60
SECTION 7.1.   Duties of Trustee . . . . . . . . . . . . . . . . . . . . . . .60
SECTION 7.2.   Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . .61
SECTION 7.3.   Individual Rights of Trustee. . . . . . . . . . . . . . . . . .62
SECTION 7.4.   Trustee's Disclaimer. . . . . . . . . . . . . . . . . . . . . .62
SECTION 7.5.   Notice of Default . . . . . . . . . . . . . . . . . . . . . . .62
SECTION 7.6.   Reports by Trustee to Holders . . . . . . . . . . . . . . . . .62
SECTION 7.7.   Compensation and Indemnity. . . . . . . . . . . . . . . . . . .62
SECTION 7.8.   Replacement of Trustee. . . . . . . . . . . . . . . . . . . . .65
SECTION 7.9.   Successor Trustee by Merger, Etc. . . . . . . . . . . . . . . .66
SECTION 7.10.  Eligibility; Disqualification . . . . . . . . . . . . . . . . .66
SECTION 7.11.  Preferential Collection of Claims Against the Company . . . . .66
SECTION 8.1.   Discharge; Option to Effect Legal Defeasance or
               Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . .66
SECTION 8.2.   Legal Defeasance and Discharge. . . . . . . . . . . . . . . . .67
SECTION 8.3.   Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . .67
SECTION 8.4.   Conditions to Legal or Covenant Defeasance. . . . . . . . . . .68
SECTION 8.5.   Deposited Cash and U.S. Government Obligations to be
               Held in Trust; Other Miscellaneous Provisions . . . . . . . . .70
SECTION 8.6.   Repayment to the Company. . . . . . . . . . . . . . . . . . . .70
SECTION 8.7.   Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . .71

                           ARTICLE IX
             AMENDMENTS, SUPPLEMENTS AND WAIVERS . . . . . . . . . . . . . . .71
SECTION 9.1.   Supplemental Indentures Without Consent of Holders. . . . . . .71
SECTION 9.2.   Amendments, Supplemental Indentures and Waivers with
               Consent of Holders. . . . . . . . . . . . . . . . . . . . . . .72
SECTION 9.3.   Compliance with TIA.. . . . . . . . . . . . . . . . . . . . . .73
SECTION 9.4.   Revocation and Effect of Consents . . . . . . . . . . . . . . .74
SECTION 9.5.   Notation on or Exchange of Securities . . . . . . . . . . . . .74
SECTION 9.6.   Trustee to Sign Amendments, Etc.. . . . . . . . . . . . . . . .75

                               ARTICLE X
                             SUBORDINATION . . . . . . . . . . . . . . . . . .75
SECTION 10.1.  Securities Subordinated to Senior Debt. . . . . . . . . . . . .75
SECTION 10.2.  No Payment on Securities in Certain Circumstances . . . . . . .75



                                       iii





                                                                      

SECTION 10.3.  Securities Subordinated to Prior Payment of All Senior Debt on
               Dissolution, Liquidation or Reorganization. . . . . . . . . . .77
SECTION 10.4.  Securityholders to Be Subrogated to Rights of Holders of
               Senior Debt . . . . . . . . . . . . . . . . . . . . . . . . . .78
SECTION 10.5.  Obligations of the Company and the Guarantors
               Unconditional . . . . . . . . . . . . . . . . . . . . . . . . .79
SECTION 10.6.  Trustee Entitled to Assume Payments Not Prohibited in Absence
               of Notice . . . . . . . . . . . . . . . . . . . . . . . . . . .80
SECTION 10.7.  Application by Trustee of Assets Deposited with It. . . . . . .80
SECTION 10.8.  Subordination Rights Not Impaired by Acts or Omissions of the
               Company, the Guarantors or Holders of Senior Debt . . . . . . .80
SECTION 10.9.  Securityholders Authorize Trustee to Effectuate Subordination
               of Securities . . . . . . . . . . . . . . . . . . . . . . . . .81
SECTION 10.10. Right of Trustee to Hold Senior Debt. . . . . . . . . . . . . .81
SECTION 10.11. Article X Not to Prevent Events of Default. . . . . . . . . . .81
SECTION 10.12. No Fiduciary Duty of Trustee to Holders of Senior Debt. . . . .82

                               ARTICLE XI
                      RIGHT TO REQUIRE REPURCHASE. . . . . . . . . . . . . . .82
SECTION 11.1.  Repurchase of Securities at Option of the Holder Upon a Change
               of Control. . . . . . . . . . . . . . . . . . . . . . . . . . .82

                               ARTICLE XII
                               GUARANTY. . . . . . . . . . . . . . . . . . . .85
SECTION 12.1.  Guaranty. . . . . . . . . . . . . . . . . . . . . . . . . . . .85
SECTION 12.2.  Execution and Delivery of Guaranty. . . . . . . . . . . . . . .87
SECTION 12.3.  Subsidiary Guarantors . . . . . . . . . . . . . . . . . . . . .87
SECTION 12.4.  Guarantor May Consolidate, Etc., on Certain Terms.. . . . . . .88
SECTION 12.5.  Release of Guarantors.. . . . . . . . . . . . . . . . . . . . .89
SECTION 12.6.  Certain Bankruptcy Events . . . . . . . . . . . . . . . . . . .90

                             ARTICLE XIII
                            MISCELLANEOUS. . . . . . . . . . . . . . . . . . .90
SECTION 13.1.  TIA Controls. . . . . . . . . . . . . . . . . . . . . . . . . .91
SECTION 13.2.  Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . .91
SECTION 13.3.  Communications by Holders with Other Holders. . . . . . . . . .91
SECTION 13.4.  Certificate and Opinion as to Conditions Precedent. . . . . . .91
SECTION 13.5.  Statements Required in Certificate or Opinion . . . . . . . . .92
SECTION 13.6.  Rules by Trustee, Paying Agent, Registrar . . . . . . . . . . .92
SECTION 13.7.  Non-Business Days . . . . . . . . . . . . . . . . . . . . . . .92



                                       iv





                                                                      

SECTION 13.8.  Governing Law . . . . . . . . . . . . . . . . . . . . . . . . .93
SECTION 13.9.  No Adverse Interpretation of Other Agreements . . . . . . . . .93
SECTION 13.10. No Recourse against Others. . . . . . . . . . . . . . . . . . .93
SECTION 13.11. Successors. . . . . . . . . . . . . . . . . . . . . . . . . . .94
SECTION 13.12. Duplicate Originals . . . . . . . . . . . . . . . . . . . . . .94
SECTION 13.13. Severability. . . . . . . . . . . . . . . . . . . . . . . . . .94
SECTION 13.14. Table of Contents, Headings, Etc. . . . . . . . . . . . . . . .94
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .95
Exhibit A

[FORM OF SECURITY] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-1



                                       v


          INDENTURE, dated as of February 9, 1998, by and among Jacor
Communications Company, a Florida corporation (the "Company"), Jacor
Communications, Inc., a Delaware corporation (the "Parent Guarantor"), the
Subsidiary Guarantors referred to below and The Bank of New York, a New York
banking corporation, as trustee (the "Trustee").


                                    ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

          SECTION 1.1.      DEFINITIONS.

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

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

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

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

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

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

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

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

                                       1


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

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

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

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

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

          "ASSET SWAP" means the execution of a definitive agreement, subject
only to regulatory approval and other customary closing conditions, that the
Company in good faith believes will be satisfied, for a substantially concurrent
purchase and sale, or exchange, of Productive Assets between the Company or any
of its Subsidiaries and another person or group of affiliated persons; provided
that any amendment to or waiver of any closing condition which individually or
in the aggregate is material to the Asset Swap shall be deemed to be a new Asset
Swap.

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

          "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 

                                       2


Directors of such or the executive committee of such Board of Directors of 
such person.

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

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

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

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

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

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

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

               (a)    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 

                                       3


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,

               (b)    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

               (c)    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 the Company (together with any new directors whose
election by such Board or whose nomination for election by the shareholders of
the Company 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.

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

          "COMMISSION" means the SEC.

          "COMMON STOCK OFFERING" means the offering by the Parent Guarantor of
its Common Stock par value $.01, on February 9, 1998.

          "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 

                                       4


apply to any subsequent such successor or successors.

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

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

          "CONSOLIDATED FIXED CHARGES" of any person means, for any period, the
aggregate amount (without duplication and determined in each case in accordance
with GAAP) of (a) interest expensed or capitalized, paid, accrued, or scheduled
to be paid or accrued (including, in accordance with the following sentence,
interest attributable to Capitalized Lease Obligations) of such person and its
Consolidated Subsidiaries during such period, including (i) original issue
discount and non-cash interest payments or accruals on any Indebtedness, (ii)
the interest portion of all deferred payment obligations, and (iii) all
commissions, discounts and other fees and charges owed with respect to bankers'
acceptances and letters of credit financings and currency and Interest Swap and
Hedging Obligations, in each case to the extent attributable to such period, and
(b) the amount of dividends accrued or payable (or guaranteed) by such person or
any of its Consolidated Subsidiaries in respect of Preferred Stock (other than
by Subsidiaries of such person to such person or such person's wholly owned
Subsidiaries).  For purposes of this definition, (x) interest on a Capitalized
Lease Obligation shall be deemed to accrue at an interest rate reasonably
determined by the Company to be the rate of interest implicit in such
Capitalized Lease Obligation in accordance with GAAP and (y) interest expense
attributable to any Indebtedness represented by the guaranty by such person or a
Subsidiary of such person of an obligation of another person shall be deemed to
be the interest expense attributable to the Indebtedness guaranteed.

          "CONSOLIDATED NET INCOME" means, with respect to any person for any
period, the net income (or loss) of such person and its Consolidated
Subsidiaries (determined on a consolidated basis in accordance with GAAP) for
such period, adjusted to exclude (only to the extent included in computing such
net income (or loss) and without duplication): (a) all gains or losses which are
either noncash or extraordinary (as determined in accordance with GAAP) or are
either unusual or nonrecurring (including any gain from the sale or other

                                       5


disposition of assets outside the ordinary course of business or from the
issuance or sale of any capital stock), (b) the net income, if positive, of any
person, other than a wholly owned Consolidated Subsidiary, in which such person
or any of its Consolidated Subsidiaries has an interest, except to the extent of
the amount of any dividends or distributions actually paid in cash to such
person or a wholly owned Consolidated Subsidiary of such person during such
period, but in any case not in excess of such person's PRO RATA share of such
person's net income for such period, (c) the net income or loss of any person
acquired in a pooling of interests transaction for any period prior to the date
of such acquisition, (d) the net income, if positive, of any of such person's
Consolidated Subsidiaries to the extent that the declaration or payment of
dividends or similar distributions is not at the time permitted by operation of
the terms of its charter or bylaws or any other agreement, instrument, judgment,
decree, order, statute, rule or governmental regulation applicable to such
Consolidated Subsidiary.

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

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

          "CREDIT FACILITY" means the Credit Agreement dated as of June 12,
1996, as amended and restated as of February 14, 1996, and as further amended
and restated as of September 16, 1997, by and among The Chase Manhattan Bank (as
successor by Merger to Chemical Bank), as Administrative Agent, Banque Paribas,
as Documentation Agent, and Bank of America, Illinois, as Syndication Agent,
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 

                                       6


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

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

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

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

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

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

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

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

          "8 3/4% NOTES" means the 8 3/4% Senior Subordinated Notes due June 15,
2007 issued by the Company pursuant to an Indenture, dated as of June 11, 1997,
by and among Jacor Communications Company, Jacor Communications, Inc., as Parent
Guarantor, the Subsidiary Guarantors named therein and The Bank of New York, as
Trustee.

          "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.

                                       7


          "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.

          "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 

                                       8


in good faith or (ii) an appraisal or valuation firm of national or regional 
standing selected by the Company, with experience in the appraisal or 
valuation of properties or assets of the type for which Fair Market Value is 
being determined.

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

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

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

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

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

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

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

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

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

          "INDEBTEDNESS" of any person means, without duplication, (a) all
liabilities and obligations, contingent or otherwise, of such any person, (i) in
respect of borrowed money (whether or not the recourse of the lender is to the
whole of the assets of such person or only to a portion thereof), (ii) evidenced
by bonds, notes, debentures or similar instruments, (iii) representing the
balance deferred and unpaid of the purchase price of any property or services,
except those incurred in the ordinary course of its business that would
constitute ordinarily a trade payable to trade creditors, (iv) evidenced by
bankers' acceptances or similar 

                                       9


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 this Indenture, and if such price is based upon, or 
measured by, the Fair Market Value of such Disqualified Capital Stock, such 
Fair Market Value to be determined in good faith by the board of directors of 
the issuer (or managing general partner of the issuer) of such Disqualified 
Capital Stock.

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

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

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

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

                                       10


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

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

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

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

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

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

                                       11


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.

          LYONS OFFERING" means the offering of Liquid-TM- Yield Option Notes
due 2018 by the Parent Guarantor pursuant to an Indenture, dated as of February
9, 1998, by and between Jacor Communications, Inc. and the Bank of New York, as
trustee.

          "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 this 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 

                                       12


by the Company or any of its Subsidiaries in connection with such Asset Sale.

          "9 3/4% NOTES" means the 9 3/4% Senior Subordinated Notes due December
15, 2006 issued by the Company pursuant to an Indenture, dated as of December
17, 1996, by and among Jacor Communications Company, Jacor Communications, Inc.,
as Parent Guarantor, the Subsidiary Guarantors named therein and The Bank of New
York, as Trustee.

          "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 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.

                                       13


          "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 $25.0 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
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 this 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 $10.0 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 $1.15 billion, 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 


                                      14


(or affiliates thereof) party to the Credit Facility, minus the amount of any 
such Indebtedness retired with Net Cash Proceeds from any Asset Sale;

               (g)    the Company and the Guarantors may incur Indebtedness
under Interest Swap and Hedging Obligations that do not increase the
Indebtedness of the Company other than as a result of fluctuations in interest
or foreign currency exchange rates provided that such Interest Swap and Hedging
Obligations are incurred for the purpose of providing interest rate protection
with respect to Indebtedness permitted under this 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, the 10 1/8% Notes, 
the 9 3/4% Notes and the 8 3/4% Notes;

               (b)    Cash Equivalents;

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

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

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

               (f)    Investments in a person with whom the Company or any of
its Subsidiaries have entered into, (i) local marketing agreements or time
brokerage agreements pursuant to which the Company or any one of its
Subsidiaries will program substantial 


                                      15


portions of the broadcast day on such person's radio broadcast station(s) and 
will sell advertising time during such program segments for its own account 
provided, that, the Company or a Subsidiary must commence such programming 
within 60 days of entering into such agreement or (ii) joint sales agreements 
pursuant to which the Company or any of its Subsidiaries will sell 
substantially all of the advertising time for such person's radio broadcast 
station(s) provided, that, the Company or a Subsidiary must commence such 
programing within 60 days of entering into such agreement;

               (g)    Investments that are in persons which will have the
purpose of furthering the operations of the Company and its Subsidiaries not to
exceed $25.0 million; and

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

          "PERMITTED LIEN" means:

               (a)    Liens existing on the Issue Date;

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

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

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

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


                                      16


of the Company or any of its Subsidiaries;

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

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

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

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

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

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

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

               (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.


                                      17


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

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

          "PRESENT SUBSIDIARY GUARANTORS" means Broadcast Finance, Inc.; Cine
Films, Inc.; Cine Guarantors, Inc.; Cine Guarantors II, Inc.; Cine Guarantors
II, Ltd.; Cine Mobile Systems Int'l. N.V.; Cine Movil S.A. de C.V.; Citicasters
Co.; GACC-N26LB, 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 Charleston, Inc.; Jacor Broadcasting of Colorado, Inc.; Jacor
Broadcasting of Florida, Inc.; Jacor Broadcasting of Denver, Inc.; Jacor
Broadcasting of Kansas City, Inc.; Jacor Broadcasting of Las Vegas, Inc.; Jacor
Broadcasting of Las Vegas II; Jacor Broadcasting of Louisville, Inc.; Jacor
Broadcasting of Louisville II, Inc.; Jacor Broadcasting of Salt Lake City, Inc.;
Jacor Broadcasting of Salt Lake City II, 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 Broadcasting of Toledo, Inc.;
Jacor Broadcasting of Youngstown, Inc.; Jacor Cable, Inc., Jacor Licensee of
Charleston, Inc.; Jacor Licensee of Kansas City, Inc., Jacor Licensee of Las
Vegas, Inc.; Jacor Licensee of Las Vegas II, Inc.; Jacor Licensee of Louisville,
Inc.; Jacor Licensee of Louisville II, Inc.; Jacor Licensee of Salt Lake City,
Inc.; Jacor Licensee of Salt Lake City II, Inc.; Jacor/Premiere Holding, Inc.;
JBSL, Inc.; Location Productions, Inc.; Location Productions II, Inc.;
Multiverse Acquisition Corp.; Noble Broadcast Center, Inc.; Noble Broadcast
Group, Inc.; Noble Broadcast Holdings, Inc.; Noble Broadcast Licenses,  Inc.;
Noble Broadcast of San Diego, Inc.; Nobro, S.C.; Nova Marketing Group, Inc.; NSN
Network Services, Ltd.; Premiere Radio Networks, Inc.; Radio-Active Media, Inc.;
Sports Radio Broadcasting, Inc.; Sports Radio, Inc.; The Sy Fischer Company
Agency, Inc.;VTTV Productions; and WHOK, Inc. 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.


                                      18


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

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

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

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

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

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

          "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 this 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 


                                      19


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

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

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

          "RESTRICTED PAYMENT" means with respect to any person, (a) the
declaration 


                                      20


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.

          "SEC" means the Securities and Exchange Commission.

          "SECURITIES" means the 8% Senior Subordinated Notes due 2010 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) 


                                      21


Indebtedness incurred in violation of the terms of this Indenture, (c) 
Indebtedness to trade creditors, (d) Disqualified Capital Stock and (e) any 
liability for taxes owed or owing by the Company or such Guarantor.

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

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

          "STATED MATURITY," when used with respect to any Security, means
February 15, 2010.

          "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 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.

          "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,


                                      22


2006 issued by JCAC, Inc. (predecessor to the Company) pursuant to an Indenture,
dated as of June 12, 1996, by and among JCAC, Inc., Jacor Communications Inc.,
as Initial Guarantor, and First Trust of Illinois, National Association, as
Trustee

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

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

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

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

          "U.S. GOVERNMENT OBLIGATIONS" means direct non-callable obligations
of, or noncallable obligations 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 1.2.    INCORPORATION BY REFERENCE OF TIA.

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

          "COMMISSION" means the SEC.

          "INDENTURE SECURITIES" means the Securities.


                                      23


          "INDENTURE SECURITYHOLDER" means a Holder or a Securityholder.

          "INDENTURE TO BE QUALIFIED" means this Indenture.

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

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

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

          SECTION 1.3.     RULES OF CONSTRUCTION.

          Unless the context otherwise requires:

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

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

               (3)  "or" is not exclusive;

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

               (5)  provisions apply to successive events and transactions;

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

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


                                   ARTICLE II
                                 THE SECURITIES

          SECTION 2.1.    FORM AND DATING.

          The Securities and the Trustee's certificate of authentication, in
respect 


                                      24


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

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

          SECTION 2.2.    EXECUTION AND AUTHENTICATION.

          Two Officers shall sign, or one Officer shall sign and one Officer
shall attest to, the Security for the Company by manual or facsimile signature. 
The Company's seal, if any, shall be impressed, affixed, imprinted or reproduced
on the Securities and may be in facsimile form.

          If an Officer whose signature is on a Security was an Officer at the
time of such execution but no longer holds that office at the time the Trustee
authenticates the Security, the Security shall be valid nevertheless and the
Company shall nevertheless be bound by the terms of the Securities and this
Indenture.

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

          The Trustee shall authenticate or cause to be authenticated Securities
for original issue in the aggregate principal amount of up to $120,000,000 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
$120,000,000, 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 


                                      25


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 2.3.    REGISTRAR AND PAYING AGENT.

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


                                      26


          SECTION 2.4.    PAYING AGENT TO HOLD ASSETS IN TRUST.

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

          SECTION 2.5.    SECURITYHOLDER LISTS.

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

          SECTION 2.6.    TRANSFER AND EXCHANGE.

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

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

                    (y) to exchange such Definitive Securities for an equal
principal amount of Definitive Securities of other authorized denominations; the
Registrar shall register the transfer or make the exchange as requested if its
reasonable requirements for such transaction are met; PROVIDED, HOWEVER, that
the Definitive Securities surrendered for registration of transfer or exchange
shall be duly endorsed or accompanied by a written instrument of transfer in
form reasonably satisfactory to the Company and the Registrar duly 


                                      27


executed by the Holder thereof or his attorney duly authorized in writing.

               (b)    RESTRICTIONS ON TRANSFER OF A DEFINITIVE SECURITY FOR A
BENEFICIAL INTEREST IN A GLOBAL SECURITY.  A Definitive Security may not be
exchanged for a beneficial interest in a Global Security except upon
satisfaction of the requirements set forth below.  Upon receipt by the Registrar
of a Definitive Security, duly endorsed or accompanied by appropriate
instruments of transfer, in form satisfactory to the Registrar, together with
written instructions of the Holder directing the Registrar to make, or to direct
the Securities Custodian to make, an endorsement on the Global Security to
reflect an increase in the aggregate principal amount of the Securities
represented by the Global Security, then the Registrar shall cancel such
Definitive Security and cause, or direct the Securities Custodian to cause, in
accordance with the standing instructions and procedures existing between the
Depositary and the Securities Custodian, the aggregate principal amount of
Securities represented by the Global Security to be increased accordingly.  If
no Global Securities are then outstanding, the Company shall issue and the
Trustee shall authenticate a new Global Security in the appropriate principal
amount.

               (c)    TRANSFER AND EXCHANGE OF GLOBAL SECURITIES.  The transfer
and exchange of Global Securities or beneficial interests therein shall be
effected through the Depositary, in accordance with this Indenture and the
procedures of the Depositary therefor. 

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

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

                         (ii)    Definitive Securities issued in exchange for a
     beneficial interest in a Global Security pursuant to this Section 2.6(d)
     shall be registered in such names and in such authorized denominations as
     the Depositary, 


                                      28


     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.

               (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.


                                      29


                         (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 Business Days before the mailing
     of a notice of an offer to repurchase pursuant to Article XI or Section
     4.14 hereof or redemption of Securities pursuant to Article III hereof and
     ending at the close of business on the day of such mailing.

          SECTION 2.7.    REPLACEMENT SECURITIES.

          If a mutilated Security is surrendered to the Registrar or if the
Holder of a Security claims and submits an affidavit or other evidence,
satisfactory to the Registrar, to the Registrar to the effect that the Security
has been lost, destroyed or wrongfully taken, the Company shall issue and the
Trustee or any authenticating agent of the Trustee shall authenticate a
replacement Security if the Registrar's requirements are met.  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 2.8.    OUTSTANDING SECURITIES.

          Securities outstanding at any time are all the Securities that have
been authenticated by the Trustee (including any Security represented by a
Global Security) except those cancelled by the Registrar, those delivered to
the Registrar for cancellation, those reductions in the interest in a Global
Security effected by the Registrar hereunder, those 


                                      30


paid pursuant to Section 2.7 and those described in this Section 2.8 as not 
outstanding.  A Security does not cease to be outstanding because the Company 
or an Affiliate of the Company holds the Security, except as provided in 
Section 2.9.

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

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

          SECTION 2.9.    TREASURY SECURITIES.

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

          SECTION 2.10.    TEMPORARY SECURITIES.

          Until Definitive Securities are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Securities.  Temporary
Securities shall be substantially in the form of Definitive Securities but may
have variations that the Company reasonably and in good faith consider
appropriate for temporary Securities.  Without unreasonable delay, the Company
shall prepare and the Trustee shall, upon receipt of a written order of the
Company in the form of an 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 2.11.    CANCELLATION.

          The Company at any time may deliver Securities to the Registrar for
cancellation.  The Trustee and the Paying Agent shall forward to the Registrar
any Securities 


                                      31


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

          SECTION 2.12.    DEFAULTED INTEREST.

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


                                      32


     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 2.13.    CUSIP NUMBERS.

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


                                   ARTICLE III
                                   REDEMPTION

          SECTION 3.1.    RIGHT OF REDEMPTION.

          Redemption of Securities, as permitted by the provisions of this
Indenture, shall be made in accordance with such provisions and this Article
III.  The Company will not have the right to redeem any Securities prior to
February 15, 2003.  On or after February 15, 2003, 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.


                                      33



          SECTION 3.2.    NOTICES TO TRUSTEE AND PAYING AGENT.

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

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

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

          SECTION 3.3.    SELECTION OF SECURITIES TO BE REDEEMED.

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

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

          SECTION 3.4.    NOTICE OF REDEMPTION.

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


                                      34



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;

               (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.


                                       35



          SECTION 3.5.    EFFECT OF NOTICE OF REDEMPTION.

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

          SECTION 3.6.    DEPOSIT OF REDEMPTION PRICE.

          On or prior to 10:00 a.m., New York City time, on 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 3.7.    SECURITIES REDEEMED IN PART.

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


                                       36



                                   ARTICLE IV
                                    COVENANTS


          SECTION 4.1.    PAYMENT OF SECURITIES.

          The Company shall pay the principal of and interest and premium, if
applicable, on the Securities on the dates and in the manner provided herein and
in the Securities.  An installment of principal of or interest and premium, if
applicable, on the Securities shall be considered paid on the date it is due if
the Trustee or Paying Agent (other than the Company, a Subsidiary of the Company
or an Affiliate of the Company) holds for the benefit of the Holders, on or
before 10:00 a.m. New York City time on that date, Cash deposited and designated
for and sufficient to pay the installment.

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

          SECTION 4.2.    MAINTENANCE OF OFFICE OR AGENCY.

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

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


                                       37




          SECTION 4.3.    LIMITATION ON RESTRICTED PAYMENTS.

          On and after the Issue Date the Company shall not, and shall not
permit any of its Subsidiaries to, directly or indirectly, make any Restricted
Payment, if, after giving effect to such Restricted Payment on a PRO FORMA
basis, (1) a Default or an Event of Default shall have occurred and be
continuing, (2) the Company is not permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Leverage Ratio in Section 4.11, or (3)
the aggregate amount of all Restricted Payments made by the Company and its
Subsidiaries, including after giving effect to such proposed Restricted Payment,
from and after the Issue Date, would exceed the sum of (a)(x) 100% of the
aggregate Consolidated EBITDA of the Company and its Consolidated Subsidiaries
for the period (taken as one accounting period), commencing on the first day of
the first full fiscal quarter commencing after the Issue Date, to and including
the last day of the fiscal quarter ended immediately prior to the date of each
such calculation (or, in the event Consolidated EBITDA for such period is a
deficit, then minus 100% of such deficit) less (y) 1.4 times Consolidated Fixed
Charges for the same period plus (b) the aggregate Net Cash Proceeds received by
the Company from the Common Stock Offering and the LYONs Offering, plus (c) 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 $25.0 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 4.4.    CORPORATE EXISTENCE.

          Subject to Article V, the Company and the Guarantors shall do or cause
to be done all things necessary to preserve and keep in full force and effect
their respective corporate existence in accordance with the respective
organizational documents of each of 


                                       38



them (as the same may be amended from time to time) and the rights (charter 
and statutory) and corporate franchises of the Company and the Guarantors; 
PROVIDED, HOWEVER, nothing in this Section will prohibit the Company or any 
Guarantor from engaging in any transaction permitted under Section 12.4 or 
Section 12.5 hereof and PROVIDED FURTHER that neither the Company nor any 
Guarantor shall be required to preserve any right or franchise if (a) the 
Board of Directors of the Company shall determine that the preservation 
thereof is no longer desirable in the conduct of the business of such entity 
and (b) the loss thereof is not disadvantageous in any material respect to 
the Holders.

          SECTION 4.5.    PAYMENT OF TAXES AND OTHER CLAIMS.

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

          SECTION 4.6.    MAINTENANCE OF PROPERTIES AND INSURANCE.

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

          The Company and the Guarantors shall provide, or cause to be provided,
for themselves and each of their Subsidiaries, insurance (including appropriate
self-insurance) 


                                       39




against loss or damage of the kinds that, in the reasonable, good faith 
opinion of the Company is adequate and appropriate for the conduct of the 
business of the Company, the Guarantors and such Subsidiaries.

          SECTION 4.7.    COMPLIANCE CERTIFICATE; NOTICE OF DEFAULT.

               (a)    The Company shall deliver to the Trustee within 120 days
after the end of each fiscal year (beginning with the fiscal year ending
December 31, 1997) 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 activities and the activities of its Subsidiaries, if any, during
the preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether the Company has kept, observed,
performed and fulfilled its obligations under this Indenture (without regard to
notice requirements or grace periods) 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 4.8.    REPORTS.

          For so long as the Parent Guarantor or any successor thereto is
subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act
and the Company is a wholly owned Subsidiary of the Parent Guarantor, the
Company shall deliver to the Trustee, and to each Holder, the Parent Guarantor's
annual and quarterly reports pursuant to  Section 13 or 15(d) of the Exchange
Act, within 15 days after such reports have been filed with the Commission;
PROVIDED, HOWEVER; in the event either (i) the Parent Guarantor or a successor
as set forth above is no longer subject to the reporting requirements of 
Section 13 or 15(d) of the Exchange Act or (ii) the Company is no longer a 
wholly owned Subsidiary of the Parent Guarantor or a successor as set forth 
above, then whether or not the Company is subject to the reporting 
requirements of Section 13 or 15(d) of the Exchange Act, the Company shall 
deliver to the Trustee and, to each Holder, within 15 days after it is or 
would have been (if it were subject to such reporting obligations) required 
to file such with the 


                                       40




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. 

          Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

          SECTION 4.9.    LIMITATION ON STATUS AS INVESTMENT COMPANY.

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

          SECTION 4.10.    LIMITATION ON TRANSACTIONS WITH AFFILIATES.

          After the Issue Date, the Company shall not, and shall not permit any
of its Subsidiaries to, enter into any contract, agreement, arrangement or
transaction with any Affiliate (an "Affiliate Transaction") or any series of
related Affiliate Transactions (other than Exempted Affiliate Transactions)
(i) unless it is determined that the terms of such Affiliate Transaction are
fair and reasonable to the Company, and no less favorable to the Company than
could have been obtained in an arm's length transaction with a non-Affiliate
and, (ii) if involving consideration to either party in excess of $10.0 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 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(s) 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 $25.0 million,
unless in addition the Company, prior to the consummation thereof, obtains a
written 


                                       41



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

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

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

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

          Neither the Company nor any of its Wholly Owned Subsidiaries shall
permit any of their Subsidiaries that are Wholly Owned Subsidiaries to, create,
assume or suffer to exist any consensual restriction on the ability of any such
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 Wholly Owned Subsidiary of the Company, except (a)
restrictions imposed by the Securities or this Indenture, (b) restrictions
imposed by applicable law, (c) existing restrictions under Indebtedness
outstanding on the Issue Date, (d) restrictions under any Acquired Indebtedness
not incurred in violation of this Indenture or any agreement relating to any
property, asset, or business acquired by the 


                                       42



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

          SECTION 4.13.    LIMITATIONS ON LAYERING INDEBTEDNESS; LIENS.

          The Company and its Subsidiaries shall not, and shall not permit any
of their Subsidiaries to, directly or indirectly, incur, or, other than with
respect to the 8 3/4% Notes, the 9 3/4% Notes and 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.


                                       43




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

          The Company and its Subsidiaries shall not, and shall not permit any
of their Subsidiaries to, in one or a series of related transactions, sell,
transfer, or otherwise dispose of, any of its property, business or assets,
including by merger or consolidation (in the case of a Guarantor or a Subsidiary
of the Company), and including any sale or other transfer or issuance of any
Equity Interests of any direct or indirect Subsidiary of the Company, whether by
the Company or a direct or indirect Subsidiary thereof (an "Asset Sale"), unless
(1) within 450 days after the date of such Asset Sale, the Net Cash Proceeds
therefrom (the "Asset Sale Offer Amount") are (a) applied to the optional
redemption of the Securities in accordance with the terms hereof and the
Securities or to the repurchase of the Securities pursuant to an irrevocable,
unconditional cash offer (the "Asset Sale Offer") to repurchase Securities at a
purchase price (the "Asset Sale Offer Price") of 100% of principal amount, plus
accrued interest to the date of payment, (b) invested in assets and property
(other than notes, bonds, obligations and securities) which in the good faith
reasonable judgment of the Board of the Company will immediately constitute or
be a part of a Related Business of the Company or a Subsidiary (if it continues
to be a Subsidiary) immediately following such transaction or (c) used to
permanently retire or reduce Senior Debt or Indebtedness permitted pursuant to
paragraphs (d), (e) or (f) under the definition of Permitted Indebtedness
(including that in the case of a revolver or similar arrangement that makes
credit available, such commitment is so permanently reduced by such amount), 
(2) with respect to any Asset Sale or related series of Asset Sales involving
securities, property or assets with an aggregate fair market value in excess of
$2.5 million, at least 75% of the consideration for such Asset Sale or series of
related Asset Sales (excluding the amount of (A) any Indebtedness (other than
the Securities) that is required to be repaid or assumed (and is either repaid
or assumed by the transferee of the related assets) by virtue of such Asset Sale
and which is secured by a Lien on the property or asset sold and (B) property
received by the Company or any such Subsidiary from the transferee that within
90 days of such Asset Sale is converted into cash or Cash Equivalents) consists
of cash or Cash Equivalents (other than in the case of an Asset Swap or where
the Company is exchanging all or substantially all the assets of one or more
Related Businesses operated by the Company or its Subsidiaries (including by way
of the transfer of capital stock) for all or substantially all the assets
(including by way of the transfer of capital stock) constituting one or more
Related Businesses operated by another person, in which event the foregoing
requirement with respect to the receipt of cash or Cash Equivalents shall not
apply), (3) no Default or Event of Default shall have occurred and be continuing
at the time of, or would occur after giving effect, on a PRO FORMA basis, to,
such Asset Sale, and (4) the Board of the Company determines in good faith that
the Company or such Subsidiary, as applicable, receives fair market value for
such Asset Sale.

          Notwithstanding the foregoing provisions of the first paragraph of
this covenant, with respect to an Asset Sale Offer, the Company shall not
commence an Asset 


                                       44



Sale Offer for the Securities until such time as an Asset Sale Offer for the 
10 1/8% Notes, the 9 3/4% Notes and the 8 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 10 1/8% Notes and the 
9 3/4% Notes and the 8 3/4% 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 this paragraph shall be of no further force and effect (i) with respect 
to the 10 1/8 Notes, 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, (ii) with respect to the 9 3/4% Notes, upon the 
earlier of (w) the maturity of the 9 3/4% Notes, (x) the date upon which 
defeasance of the 9 3/4% Notes becomes effective, (y) the date on which there 
are no longer any 9 3/4% Notes outstanding in accordance with the terms of 
the indenture governing the 9 3/4% Notes and (z) the date on which the 
Limitation of Sale of Assets and Subsidiary Stock covenant no longer applies 
in accordance with the terms of the indenture governing the 9 3/4% Notes and 
(iii) with respect to the 8 3/4% Notes, upon the earlier of (w) the maturity 
of the 8 3/4% Notes, (x) the date upon which defeasance of the 8 3/4% Notes 
becomes effective, (y) the date on which there are no longer any 8 3/4% Notes 
outstanding in accordance with the terms of the indenture governing the 8 3/4% 
Notes and (z) the date on which the Limitation of Sale of Assets and 
Subsidiary Stock covenant no longer applies in accordance with the terms of 
the indenture governing the 8 3/4% Notes.

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

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

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

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

          The Company shall accumulate all Net Cash Proceeds (including any cash
as and when received from the proceeds of any property which itself was acquired
in 


                                       45




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 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 Security, or portion thereof, accepted
          for payment pursuant to the 


                                       46




          Asset Sale Offer shall cease to accrue interest after the Purchase 
          Date;

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

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

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


                                       47



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

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

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

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

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

          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.


                                       48




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

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

          SECTION 4.15.    LIMITATION ON ASSET SWAPS.

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

          SECTION 4.16.    LIMITATION ON LINES OF BUSINESS.

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


                                       49




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

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

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

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


                                    ARTICLE V
                              SUCCESSOR CORPORATION

          SECTION 5.1.    LIMITATION ON MERGER, SALE OR CONSOLIDATION.

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


                                       50




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 5.2.    SUCCESSOR CORPORATION SUBSTITUTED.

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


                                   ARTICLE VI
                         EVENTS OF DEFAULT AND REMEDIES

          SECTION 6.1.    EVENTS OF DEFAULT.

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


                                       51



     at maturity, upon redemption, by acceleration, or otherwise, including, 
     without limitation, default in the payment of the Change of Control 
     Purchase Price in accordance with Article XI or the Asset Sale Offer 
     Price in accordance with Section 4.14, or otherwise;

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

               (4)    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; 

               (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


                                       52




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

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

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


                                       53


 




               (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 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.


                                      54


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

          The Company covenants that if an Event of Default in payment of
principal, premium, or interest specified in clause (1) or (2) of Section 6.1
occurs and is continuing, the Company shall, upon demand of the Trustee, pay to
it, for the benefit of the Holders of such Securities, the whole amount then due
and payable on such Securities for 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 trustee of an express trust in favor of the
Holders, may institute a judicial proceeding for the collection of the sums so
due and unpaid, may prosecute such proceeding to judgment or final decree and
may enforce the same against the Company or any other obligor upon the
Securities and collect the moneys adjudged or decreed to be payable in the
manner provided by law out of the property of the Company or any other obligor
upon the Securities, wherever situated.

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

          SECTION 6.4.    TRUSTEE MAY FILE PROOFS OF CLAIM.

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


                                      55


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

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

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

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

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

          All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust in favor of the Holders, and any recovery of
judgment shall, after provision for the payment of compensation to, and
expenses, disbursements and advances of the Trustee, its agents and counsel and
all other amounts due the Trustee under Section 7.7, be for the ratable benefit
of the Holders of the Securities in respect of which such judgment has been
recovered.

          SECTION 6.6.    PRIORITIES.

          Any money collected by the Trustee pursuant to this Article VI shall
be applied in the following order, at the date or dates fixed by the Trustee
and, in case of the distribution of such money on account of principal, premium
(if any) or interest, upon 


                                      56


presentation of the Securities and the notation thereon of the payment if 
only partially paid and upon surrender thereof if fully paid:

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

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

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

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


                                      57


          SECTION 6.7.    LIMITATION ON SUITS.

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

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

                    (B)  the Holders of not less than 25% in aggregate principal
     amount of then outstanding Securities shall have made written request to
     the Trustee to institute proceedings in respect of such Event of Default in
     its own name as Trustee hereunder;

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

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

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

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

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

          Notwithstanding any other provision of this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of, and premium (if any) and interest on, such
Security on the Maturity Dates of such payments as expressed in such Security
(in the case of redemption, the Redemption Price on the applicable Redemption
Date, in the case of the Change of Control Payment, on the applicable Change of
Control Payment Date, and in the case of the Asset Sale Offer Price, on the
Purchase Date) and to institute suit for the enforcement of any such payment


                                      58


after such respective dates, and such rights shall not be impaired without the
consent of such Holder.

          SECTION 6.9.    RIGHTS AND REMEDIES CUMULATIVE.

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

          SECTION 6.10.    DELAY OR OMISSION NOT WAIVER.

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

          SECTION 6.11.    CONTROL BY HOLDERS.

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

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

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

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


                                      59


          SECTION 6.12.    WAIVER OF PAST DEFAULT.

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

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

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

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

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

          SECTION 6.13.    UNDERTAKING FOR COSTS.

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


                                      60


(if any) or interest on, any Security on or after the respective Maturity 
Date expressed in such Security (including, in the case of redemption, on or 
after the Redemption Date).

          SECTION 6.14.    RESTORATION OF RIGHTS AND REMEDIES.

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


                                   ARTICLE VII
                                     TRUSTEE

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

          SECTION 7.1.    DUTIES OF TRUSTEE.

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

               (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.


                                      61


               (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.

          SECTION 7.2.    RIGHTS OF TRUSTEE.

          Subject to Section 7.1:

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

               (b)    Before the Trustee acts or refrains from acting, it may
consult with counsel 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.


                                      62


               (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,
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 7.3.    INDIVIDUAL RIGHTS OF TRUSTEE.

          The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company, any
Guarantor, any of their Subsidiaries, or their respective Affiliates with the
same rights it would have if it were not 


                                      63


Trustee.  Any Agent may do the same with like rights.  However, the Trustee 
must comply with Sections 7.10 and 7.11.

          SECTION 7.4.    TRUSTEE'S DISCLAIMER.

          The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Securities and it shall not be accountable for the
Company's use of the proceeds from the Securities, and it shall not be
responsible for any statement in the Securities, other than the Trustee's
certificate of authentication (if executed by the Trustee), or the use or
application of any funds received by a Paying Agent other than the Trustee.

          SECTION 7.5.    NOTICE OF DEFAULT.

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

          SECTION 7.6.    REPORTS BY TRUSTEE TO HOLDERS.

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

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

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

          SECTION 7.7.    COMPENSATION AND INDEMNITY.

          The Company and the Guarantors jointly and severally agree to pay to
the Trustee from time to time such compensation as shall be agreed upon in
writing between the 


                                      64


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 out-of-pocket 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 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.


                                      65


          SECTION 7.8.    REPLACEMENT OF TRUSTEE.

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

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

               (b)    the Trustee is adjudged bankrupt or insolvent;

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

               (d)    the Trustee becomes incapable of acting.

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

          A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company.  Immediately after that
and provided that all sums owing to the retiring Trustee provided for in Section
7.7 have been paid, the retiring Trustee shall transfer all property held by it
as trustee to the successor Trustee, subject to the lien provided in Section
7.7, the resignation or removal of the retiring Trustee shall become effective,
and the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture.  A successor Trustee shall mail notice of its
succession to each Holder.

          If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holder or Holders of at least 10% in aggregate principal amount of the
outstanding Securities may petition, at the expense of the Company, 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.


                                      66


          Notwithstanding replacement of the Trustee pursuant to this Section
7.8, the Company and the Guarantors' obligations under Section 7.7 shall
continue for the benefit of the retiring Trustee.

          SECTION 7.9.    SUCCESSOR TRUSTEE BY MERGER, ETC.

          If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation, the resulting, surviving or transferee corporation without any
further act shall, if such resulting, surviving or transferee corporation is
otherwise eligible hereunder, be the successor Trustee.

          SECTION 7.10.    ELIGIBILITY; DISQUALIFICATION.

          The Trustee shall at all times satisfy the requirements of TIA Section
310(a)(1), (2) and (5).  The Trustee shall have a combined capital and surplus
of at least $25,000,000 as set forth in its most recent published annual report
of condition.  The Trustee shall comply with TIA Section 310(b).

          SECTION 7.11.    PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE
COMPANY.

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


                                  ARTICLE VIII
               DISCHARGE; LEGAL DEFEASANCE AND COVENANT DEFEASANCE

          SECTION 8.1.    DISCHARGE; OPTION TO EFFECT LEGAL DEFEASANCE OR
COVENANT DEFEASANCE.

          This Indenture shall cease to be of further effect (except that the
Company's and the Guarantors' obligations under Section 7.7 and the Trustee's
and the Paying Agent's obligations under Sections 8.6 and 8.7 shall survive)
when all outstanding Securities theretofore authenticated and issued have been
delivered (other than destroyed, lost or stolen Securities that have been
replaced or paid) to the Trustee for cancellation and the Company or the
Guarantors have paid all sums payable hereunder.  In addition, the Company may,
at its option and at any time, elect to have Section 8.2 or may, at any time,
elect to have Section 8.3 applied to all outstanding Securities upon compliance
with the conditions set forth below in this Article VIII.


                                      67


          SECTION 8.2.    LEGAL DEFEASANCE AND DISCHARGE.

          Upon the Company's exercise under Section 8.1 of the option applicable
to this Section 8.2, the Company and the Guarantors shall be deemed to have been
discharged from their respective obligations with respect to all outstanding
Securities on the date the conditions set forth below are satisfied
(hereinafter, "Legal Defeasance").  For this purpose, such Legal Defeasance
means that the Company shall be deemed to have paid and discharged the entire
Indebtedness represented by the outstanding Securities, which shall thereafter
be deemed to be "outstanding" only for the purposes of Section 8.5 and the other
Sections of this Indenture referred to in (a) and (b) below, and to have
satisfied all its other obligations under such Securities and this Indenture
(and the Trustee, on demand of and at the expense of the Company, shall execute
proper instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder:  (a) the rights of
Holders of outstanding Securities to receive solely from the trust fund
described in Section 8.4, and as more fully set forth in such section, payments
in respect of the principal of, premium, if any, and interest on such Securities
when such payments are due, (b) the Company's obligations with respect to such
Securities under Sections 2.4, 2.6, 2.7, 2.10 and 4.2, (c) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and the Company's and the
Guarantors' obligation in connection therewith and (d) this Article VIII.  Upon
Legal Defeasance as provided herein, the Guaranty of each Guarantor shall be
fully released and discharged and the Trustee shall promptly execute and deliver
to the Company any documents reasonably requested by the Company to evidence or
effect the foregoing.  Subject to compliance with this Article VIII, the Company
may exercise its option under this Section 8.2 notwithstanding the prior
exercise of its option under Section 8.3 with respect to the Securities.

          SECTION 8.3.    COVENANT DEFEASANCE.

          Upon the Company's exercise under Section 8.1 of the option applicable
to this Section 8.3, the Company and the Guarantors shall be released from their
respective obligations under the covenants contained in Sections 4.3, 4.5, 4.6,
4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16 and 4.17, Article V,
Article XI and Article XII with respect to the outstanding Securities on and
after the date the conditions set forth below are satisfied (hereinafter,
"Covenant Defeasance"), and the Securities shall thereafter be deemed not
"outstanding" for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed "outstanding" for all other purposes
hereunder.  For this purpose, such Covenant Defeasance means that, with respect
to the outstanding Securities, the Company need not comply with and shall have
no liability in respect of any term, condition or limitation set forth in any
such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such


                                      68


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 8.4.    CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

          The following shall be the conditions to the application of either
Section 8.2 or Section 8.3 to the outstanding Securities:

               (a)    The Company shall irrevocably have deposited or caused to
be deposited with the Trustee (or another trustee satisfactory to the Trustee
satisfying the requirements of Section 7.10 who shall agree to comply with the
provisions of this Article VIII applicable to it) as trust funds in trust for
the purpose of making the following payments, specifically pledged as security
for, and dedicated solely to, the benefit of the Holders of such Securities, (a)
Cash in an amount, or (b) U.S. Government Obligations which through the
scheduled payment of principal and interest in respect thereof in accordance
with their terms will provide, not later than one day before the due date of any
payment, Cash in an amount, or (c) a combination thereof, in such amounts, as in
each case will be sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge and which shall be applied by the
Paying Agent (or other qualifying trustee) to pay and discharge the principal
of, premium, if any, and interest on the outstanding Securities on the Stated
Maturity or on the applicable Redemption Date, as the case may be, of such
principal or installment of principal, premium, if any, or interest; PROVIDED
that the Paying Agent shall have been irrevocably instructed to apply such Cash
and the proceeds of such U.S. Government Obligations to said payments with
respect to the Securities.  The Paying Agent shall promptly advise the Trustee
in writing of any Cash or U.S. Government Obligations 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 


                                      69


the same amounts, in the same manner and at the same times as would have been 
the case if such Legal Defeasance had not occurred;

               (c)    In the case of an election under Section 8.3, the Company
shall have delivered to the Trustee an Opinion of Counsel in the United States
to the effect that the Holders of the outstanding Securities will not recognize
income, gain or loss for Federal income tax purposes as a result of such
Covenant Defeasance and will be subject to Federal income tax in the same
amount, in the same manner and at the same times as would have been the case if
such Covenant Defeasance had not occurred;

               (d)    No Default or Event of Default with respect to the
Securities shall have occurred and be continuing on the date of such deposit or,
in so far as Section 6.1(4) or Section 6.1(6) is concerned, at any time in the
period ending on the 91st day after the date of such deposit (it being
understood that this condition is a condition subsequent which shall not be
deemed satisfied until the expiration of such period, but in the case of
Covenant Defeasance, the covenants which are defeased under Section 8.3 will
cease to be in effect unless an Event of Default under Section 6.1(4) or Section
6.1(6) occurs during such period); 

               (e)    Such Legal Defeasance or Covenant Defeasance shall not
result in a breach or violation of, or constitute a default under, this
Indenture or any other material agreement or instrument to which the Company,
the Guarantors, or any of their Subsidiaries is a party or by which any of them
is bound;

               (f)    In the case of an election under either Section 8.2 or
8.3, the Company shall have delivered to the Trustee an Officers' Certificate
stating that the deposit made by the Company pursuant to its election under
Section 8.2 or 8.3 was not made by the Company with the intent of preferring the
Holders over other creditors of the Company or with the intent of defeating,
hindering, delaying or defrauding creditors of the Company or others; 

               (g)    The Company shall have delivered to the Trustee an
Officers' Certificate stating that the conditions precedent provided for have
been complied with; and 

               (h)    The Company shall have delivered to the Trustee an Opinion
of Counsel stating that the conditions set out in Section 8.4(a)(with respect to
the validity and perfection of the security interest), (b), (c) and (e) above.

               (i)    The Company or the Parent Guarantor shall have delivered
to the Trustee any required consent of the lenders under the Credit Facility to
such defeasance or covenant defeasance, as the case may be.


                                      70


          SECTION 8.5.    DEPOSITED CASH AND U.S. GOVERNMENT OBLIGATIONS TO BE
HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.

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

          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 8.6.    REPAYMENT TO THE COMPANY.

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

          Any Cash and U.S. Government Obligations (including the proceeds
thereof) deposited with the Trustee or any Paying Agent, or then held by the
Company, in trust for the 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 


                                      71


not be less than 30 days from the date of such notification or publication, 
any unclaimed balance of such money then remaining will be repaid to the 
Company.

          SECTION 8.7.    REINSTATEMENT.

          If the Trustee or Paying Agent is unable to apply any Cash or U.S.
Government Obligations in accordance with Section 8.2 or 8.3, as the case may
be, by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the
Company's and the Guarantors' obligations under this Indenture and the
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to Section 8.2 or 8.3 until such time as the Trustee or Paying Agent is
permitted to apply such money in accordance with Section 8.2 and 8.3, as the
case may be; PROVIDED, HOWEVER, that, if the Company makes any payment of
principal of, premium, if any, or interest on any Security following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Securities to receive such payment from the Cash and U.S.
Government Obligations held by the Trustee or Paying Agent.


                                   ARTICLE IX
                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

          SECTION 9.1.    SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

          Without the consent of any Holder, the Company or any Guarantor, when
authorized by Board Resolutions, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

               (1)    to cure any ambiguity, defect, or inconsistency, or make
     any other provisions with respect to matters or questions arising under
     this Indenture which shall not be inconsistent with the provisions of this
     Indenture, provided such action pursuant to this clause shall not adversely
     affect the interests of any Holder in any respect;
 
               (2)    to add to the covenants of the Company or the Guarantors
     for the benefit of the Holders, or to surrender any right or power herein
     conferred upon the Company or the Guarantors; 

               (3)    to provide for additional collateral for or additional
     Guarantors of the Securities;


                                      72



               (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 9.2.    AMENDMENTS, SUPPLEMENTAL INDENTURES AND WAIVERS WITH
CONSENT OF HOLDERS.

          Subject to Section 6.8, with the consent of the Holders of not less 
than a majority in aggregate principal amount of then outstanding Securities, 
by written act of said Holders delivered to the Company and the Trustee, the 
Company or any Guarantor, when authorized by Board Resolutions, and the 
Trustee may amend or supplement this Indenture or the Securities or enter 
into an indenture or indentures supplemental hereto for the purpose of adding 
any provisions to or changing in any manner or eliminating any of the 
provisions of this Indenture or the Securities or of modifying in any manner 
the rights of the Holders under this Indenture or the Securities.  Subject to 
Section 6.8, the Holder or Holders of not less than a majority in aggregate 
principal amount of then outstanding Securities may waive compliance by the 
Company or any Guarantor with any provision of this Indenture or the 
Securities.  Notwithstanding any of the above, however, no such amendment, 
supplemental indenture or waiver shall without the consent of the Holders of 
not less than 75% of the aggregate principal amounts of Securities at the 
time outstanding alter the terms or provisions of Section 11.1 or Section 
11.2 in a manner adverse to the Holders; and no such amendment, supplemental 
indenture or waiver shall, without the consent of the Holder of each 
outstanding Security affected thereby:

               (1)    change the Stated Maturity on any Security, or reduce the
     principal amount thereof or the rate (or extend the time for payment) of
     interest thereon or any premium payable upon the redemption thereof, or
     change the place of payment where, or the coin or currency in which, any
     Security or any premium or the interest thereon is payable, or impair the
     right to institute suit for the enforcement of any such payment on or after
     the Stated Maturity thereof (or in the case of 

                                      73



     redemption, on or after the Redemption Date), or reduce the Change of
     Control 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
provisions of Article X in a manner adverse to the Lenders (as defined in the
New Credit Facility).

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

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

          After an amendment, supplement or waiver under this Section 9.2 or
Section 9.4 becomes effective, it shall bind each Holder.

          In connection with any amendment, supplement or waiver under this
Article IX, the Company may, but shall not be obligated to, offer to any Holder
who consents to such amendment, supplement or waiver, or to all Holders,
consideration for such Holder's consent to such amendment, supplement or waiver.

          SECTION 9.3.    COMPLIANCE WITH TIA.

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

                                      74



          SECTION 9.4.    REVOCATION AND EFFECT OF CONSENTS.

          Until an amendment, waiver or supplement becomes effective, a consent
to it by a Holder is a continuing consent by the Holder and every subsequent
Holder of a Security or portion of a Security that evidences the same debt as
the consenting Holder's Security, even if notation of the consent is not made on
any Security.  However, any such Holder or subsequent Holder may revoke the
consent as to his Security or portion of his Security by written notice to the
Company or the Person designated by the Company as the Person to whom consents
should be sent if such revocation is received by the Company or such Person
before the date on which the Trustee receives an Officers' Certificate
certifying that the Holders of the requisite principal amount of Securities have
consented (and not theretofore revoked such consent) to the amendment,
supplement or waiver.

          The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver, which record date shall be the date so fixed by the
Company notwithstanding the provisions of the TIA.  If a record date is fixed,
then notwithstanding the last sentence of the immediately preceding paragraph,
those Persons who were Holders at such record date, and only those Persons (or
their duly designated proxies), shall be entitled to revoke any consent
previously given, whether or not such Persons continue to be Holders after such
record date.  No such consent shall be valid or effective for more than 90 days
after such record date.

          After an amendment, supplement or waiver becomes effective, it shall
bind every Securityholder, unless it makes a change described in any of clauses
(1) through (3) of Section 9.2, in which case, the amendment, supplement or
waiver shall bind only each Holder of a Security who has consented to it and
every subsequent Holder of a Security or portion of a Security that evidences
the same debt as the consenting Holder's Security; PROVIDED, that any such
waiver shall not impair or affect the right of any Holder to receive payment of
principal and premium of and interest on a Security, on or after the respective
dates set for such amounts to become due and payable expressed in such Security,
or to bring suit for the enforcement of any such payment on or after such
respective dates.

          SECTION 9.5.    NOTATION ON OR EXCHANGE OF SECURITIES.

          If an amendment, supplement or waiver changes the terms of a Security,
the Trustee may require the Holder of the Security to deliver it to the
Registrar or require the Holder to put an appropriate notation on the Security. 
The Trustee may place an appropriate notation on the Security about the changed
terms and return it to the Holder.  Alternatively, if the Company or the Trustee
so determines, the Company in exchange for the Security shall issue and the
Trustee shall authenticate a new Security that reflects the changed terms.  Any

                                      75



failure to make the appropriate notation or to issue a new Security shall not 
affect the validity of such amendment, supplement or waiver.

          SECTION 9.6.    TRUSTEE TO SIGN AMENDMENTS, ETC.

          The Trustee shall execute any amendment, supplement or waiver
authorized pursuant to this Article IX; PROVIDED, that the Trustee may, but
shall not be obligated to, execute any such amendment, supplement or waiver
which affects the Trustee's own rights, duties or immunities under this
Indenture.  The Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
any amendment, supplement or waiver authorized pursuant to this Article IX is
authorized or permitted by this Indenture.


                                    ARTICLE X
                                  SUBORDINATION

          SECTION 10.1.    SECURITIES SUBORDINATED TO SENIOR DEBT.

          The Company and the Guarantors and each Holder, by its acceptance of
Securities, agree that (a) the payment of the principal of and interest on the
Securities and (b) any other payment in respect of the Securities, including on
account of the acquisition or redemption of the Securities by the Company or the
Guarantors (including, without limitation, pursuant to Article III or Section
4.1, 4.14, 11.1, 11.2 or Article XII is expressly made and shall be subordinated
in right of payment, to the extent and in the manner provided in this Article X,
to the prior payment in full in Cash of all existing and future Senior Debt of
the Company and the Guarantors and that these subordination provisions are for
the benefit of the holders of Senior Debt.

          This Article X shall constitute a continuing offer to all Persons who,
in reliance upon such provisions, become holders of, or continue to hold, Senior
Debt, and such provisions are made for the benefit of the holders of Senior
Debt, and such holders are made obligees hereunder and any one or more of them
may enforce such provisions.

          SECTION 10.2.    NO PAYMENT ON SECURITIES IN CERTAIN CIRCUMSTANCES.

               (a)    No payment (including any payment which may be payable to
any Holder by reason of the subordination of any other indebtedness or other
obligations to, or guarantee of, the Securities) or distribution (by set-off or
otherwise) shall be made by or on behalf of the Company or a Guarantor, as
applicable, on account of the Securities, including the principal of, premium,
if any, or interest on the Securities (including any repurchases of Securities)
or any other amounts with respect thereto or on account of the 

                                      76



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 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.

                                      77



               (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 by this Section 
10.2, such payment or distribution (subject to the provisions of Section 
10.7) shall be received and held in trust by the Trustee or such Holder or 
Paying Agent for the benefit of the holders of Senior Debt of the Company or 
such Guarantor, and shall be paid or delivered by the Trustee or such Holders 
or such Paying Agent, as the case may be, to the holders of Senior Debt of 
the Company or such Guarantor remaining unpaid or their representative or 
representatives, or to the trustee or trustees under any indenture pursuant 
to which any instruments evidencing such Senior Debt of the Company or such 
Guarantor may have been issued, ratably according to the aggregate amounts 
unpaid on account of such Senior Debt held or represented by each, for 
application to the payment of all Senior Debt in full in Cash or otherwise to 
the extent each of the holders of such Senior Debt accept satisfaction of 
amounts due by settlement in other than Cash after giving effect to all 
concurrent payments and distributions to or for the holders of such Senior 
Debt.

          SECTION 10.3.    SECURITIES SUBORDINATED TO PRIOR PAYMENT OF ALL
SENIOR DEBT ON DISSOLUTION, LIQUIDATION OR REORGANIZATION.

          Upon any distribution of assets of the Company or any Guarantor or 
upon any dissolution, winding up, total or partial liquidation or 
reorganization of the Company or any Guarantor, whether voluntary or 
involuntary, in bankruptcy, insolvency, receivership or a similar proceeding 
or upon assignment for the benefit of creditors or any marshalling of assets 
or liabilities:

               (a)    the holders of all Senior Debt of the Company or such 
Guarantor, as applicable, shall first be entitled to receive payments in full 
of all amounts of Senior Debt in Cash or otherwise to the extent each of such 
holders accepts satisfaction of amounts due by settlement in other than Cash 
or before the Holders are entitled to receive any payment (including any 
payment which may be payable to any Holder by reason of the subordination of 
any other indebtedness or other obligations to, or guarantee of, the 
Securities) or distribution on account of the principal of, premium, if any, 
and any interest on, or other amounts with respect to, the Securities (other 
than Junior Securities); 

                                      78



               (b)    any payment or distribution of assets of the Company or 
such Guarantor of any kind or character from any source, whether in cash, 
property or securities (other than Junior Securities), to which the Holders 
or the Trustee on behalf of the Holders would be entitled (by set-off or 
otherwise) except for the provisions of this Article X, shall be paid by the 
liquidating Trustee or agent or other person making such a payment or 
distribution, directly to the holders of such Senior Debt or their 
representative to the extent necessary to make payment in full on all such 
Senior Debt remaining unpaid, after giving effect to all concurrent payments 
or distributions to the holders of such Senior Debt; and

               (c)    in the event that, notwithstanding the foregoing, any 
payment or distribution of assets of the Company or any Guarantor (other than 
the Junior Securities), shall be received by the Trustee or the Holders at a 
time when such payment or distribution shall be prohibited by the foregoing 
provisions, such payment or distribution shall be held in trust for the  
benefit of the holders of such Senior Debt, and shall be paid or delivered by 
the Trustee or such Holders, as the case may be, to the holders of such 
Senior Debt remaining unpaid or to their representative or representatives, 
or to the trustee or trustees under any indenture pursuant to which any 
instruments evidencing any of such Senior Debt held or represented by each, 
for application to the payment of all such Senior Debt may have been issued, 
ratably according to the aggregate principal amounts remaining unpaid on 
account of such Senior Debt remaining unpaid, to the extent necessary to pay 
all such Senior Debt in full in Cash or otherwise to the extent each of the 
holders of such Senior Debt accept satisfaction of amounts due by settlement 
in other than Cash after giving effect to any concurrent payment or 
distribution to the holders of such Senior Debt.  

          SECTION 10.4.    SECURITYHOLDERS TO BE SUBROGATED TO RIGHTS OF HOLDERS
OF SENIOR DEBT.

          Subject to the payment in full in Cash of all Senior Debt of the 
Company or any Guarantor as provided herein, the Holders of Securities shall 
be subrogated to the 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 

                                      79



provisions of this Article X, to the payment of amounts payable under Senior 
Debt of the Company or any Guarantor, then the Holders shall be entitled to 
receive from the holders of such Senior Debt any payments or distributions 
received by such holders of Senior Debt in excess of the amount sufficient to 
pay all amounts payable under or in respect of such Senior Debt in full in 
Cash or otherwise to the extent each of such holders accepts satisfaction of 
amounts due by settlement in other than Cash.

          SECTION 10.5.    OBLIGATIONS OF THE COMPANY AND THE GUARANTORS 
UNCONDITIONAL.

          Nothing contained in this Article X or elsewhere in this Indenture 
or in the Securities is intended to or shall impair, as between the Company 
and any Guarantors and the Holders, the obligation of each such Person, which 
is absolute and unconditional, to pay to the Holders the principal of, 
premium, if any, and interest on the Securities as and when the same shall 
become due and payable in accordance with their terms, or is intended to or 
shall affect the relative rights of the Holders and creditors of the Company 
and the Guarantors other than the holders of the Senior Debt, nor shall 
anything herein or therein prevent the Trustee or any Holder from exercising 
all remedies otherwise permitted by applicable law upon default under this 
Indenture, subject to the rights, if any, under this Article X, of the 
holders of Senior Debt in respect of Cash, property or securities of the 
Company and the Guarantors received upon the exercise of any such remedy.  
Notwithstanding anything to the contrary in this Article X or elsewhere in 
this Indenture or in the Securities, upon any distribution of assets of the 
Company and the Guarantors referred to in this Article X, the Trustee, 
subject to the provisions of Sections 7.1 and 7.2, and the Holders shall be 
entitled to rely upon any order or decree made by any court of competent 
jurisdiction in which such dissolution, winding up, liquidation or 
reorganization proceedings are pending, or a certificate of the liquidating 
Trustee or agent or other Person making any distribution to the Trustee or to 
the Holders for the purpose of ascertaining the Persons entitled to 
participate in such distribution, the holders of the Senior Debt and other 
Indebtedness of the Company or any Guarantor, the amount thereof or payable 
thereon, the amount or amounts paid or distributed thereon and all other 
facts pertinent thereto or to this Article X so long as such court has been 
apprised of the provisions of, or the order, decree or certificate makes 
reference to, the provisions of this Article X.  Nothing in this Section 10.5 
shall apply to the claims of, or payments to, the Trustee under or pursuant 
to Section 7.7.  

          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 

                                      80



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 10.6.    TRUSTEE ENTITLED TO ASSUME PAYMENTS NOT PROHIBITED 
IN ABSENCE OF NOTICE.

          The Trustee shall not at any time be charged with knowledge of the 
existence of any facts which would prohibit the making of any payment to or 
by the Trustee unless and until the Trustee or any Paying Agent shall have 
received, no later than one Business Day prior to such payment, written 
notice thereof from the Company or from one or more holders of Senior Debt or 
from any representative therefor and, prior to the receipt of any such 
written notice, the Trustee, subject to the provisions of Sections 7.1 and 
7.2, shall be entitled in all respects conclusively to assume that no such 
fact exists.

          SECTION 10.7.    APPLICATION BY TRUSTEE OF ASSETS DEPOSITED WITH IT.

          Amounts deposited in trust with the Trustee pursuant to and in 
accordance with Article VIII shall be for the sole benefit of Securityholders 
and, to the extent (i) the making of such deposit by the Company shall not be 
in contravention of any term or provision of the 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 10.8.    SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR 
OMISSIONS OF THE COMPANY, THE GUARANTORS OR HOLDERS OF SENIOR DEBT.

          No right of any present or future holders of any Senior Debt to 
enforce subordination provisions contained in this Article X shall at any 
time in any way be prejudiced or impaired by any act or failure to act on the 
part of the Company or any Guarantor or by any act or failure to act, in good 
faith, by any such holder, or by any noncompliance by the Company or any 
Guarantor with the terms of this Indenture, regardless of any knowledge 
thereof which any such holder may have or be otherwise charged with.  The 
holders of Senior Debt may at any time and from time to time without the 
consent of or notice to the Trustee or the Holders of the Securities without 
incurring any responsibility to the Holders extend, renew, modify or amend 
the terms of the Senior Debt or any security 

                                      81



therefor and release, sell or exchange such security and otherwise deal 
freely with the Company and the Guarantors and any person liable in any 
manner for the collection of Senior Debt, all without affecting the 
subordination provisions or liabilities or obligations of the parties to this 
Indenture or the Holders or to the holders of the Senior Debt.

          SECTION 10.9.    SECURITYHOLDERS AUTHORIZE TRUSTEE TO EFFECTUATE 
SUBORDINATION OF SECURITIES.

          Each Holder of the Securities by his acceptance thereof authorizes 
and expressly directs the Trustee on his behalf to take such action as may be 
necessary or appropriate to effectuate the subordination provisions contained 
in this Article X and to protect the rights of the Holders pursuant to this 
Indenture, and appoints the Trustee his attorney-in-fact for such purpose, 
including, in the event of any dissolution, winding up, liquidation or 
reorganization of the Company or any Guarantor (whether in bankruptcy, 
insolvency or receivership proceedings or upon an assignment for the benefit 
of creditors or any other marshalling of assets and liabilities of the 
Company or any Guarantor), the immediate filing of a claim for the unpaid 
balance of his Securities in the form required in said proceedings and cause 
said claim to be approved.  If the Trustee does not file a proper claim or 
proof of debt in the form required in such proceeding prior to 30 days before 
the expiration of the time to file such claim or claims, then the holders of 
the Senior Debt or their representative are or is hereby authorized to have 
the right to file and are or is hereby authorized to file an appropriate 
claim for and on behalf of the Holders of said Securities.  Nothing herein 
contained shall be deemed to authorize the Trustee or the holders of Senior 
Debt or their representative to authorize or consent to or accept or adopt on 
behalf of any Securityholder any plan of reorganization, arrangement, 
adjustment or composition affecting the Securities or the rights of any 
Holder thereof, or to authorize the Trustee or the holders of Senior Debt or 
their representative to vote in respect of the claim of any Securityholder in 
any such proceeding.

          SECTION 10.10.    RIGHT OF TRUSTEE TO HOLD SENIOR DEBT.

          The Trustee shall be entitled to all of the rights set forth in 
this Article X in respect of any Senior Debt at any time held by it to the 
same extent as any other holder of Senior Debt, and nothing in this Indenture 
shall be construed to deprive the Trustee of any of its rights as such holder.

          SECTION 10.11.    ARTICLE X NOT TO PREVENT EVENTS OF DEFAULT.

          The failure to make a payment on account of principal of, premium, 
if any, or interest on the Securities by reason of any provision of this 
Article X shall not be construed as preventing the occurrence of a Default or 
an Event of Default under Section 6.1 

                                      82



or in any way prevent the Holders from exercising any right hereunder other 
than the right to receive payment on the Securities.

          SECTION 10.12.    NO FIDUCIARY DUTY OF TRUSTEE TO HOLDERS OF SENIOR
DEBT.

          The Trustee shall not be deemed to owe any fiduciary duty to the 
holders of Senior Debt, and shall not be liable to any such holders (other 
than for its willful misconduct or negligence) if it shall in good faith 
mistakenly 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.

                                   ARTICLE XI
68                         RIGHT TO REQUIRE REPURCHASE

          SECTION 11.1.    REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON
A CHANGE OF CONTROL.

               (a)    In the event that a Change of Control has occurred, each
Holder shall have the right, at such Holder's option, pursuant to an irrevocable
and unconditional offer by the Company (the "Change of Control Offer"), to
require the Company to repurchase all or any part of such Holder's Securities
(PROVIDED, that the principal amount of such Securities at maturity must be
$1,000 or an integral multiple thereof) on a date (the "Change of Control
Purchase Date") that is no later than 35 Business Days after the Occurrence of
such Change of Control, at a cash price (the "Change of Control Purchase Price")
equal to 101% of the principal amount thereof, together with accrued and unpaid
interest, if any, to the Change of Control Purchase Date.

               (b)    In the event of a Change of Control, the Company shall be
required to commence a Change of Control Offer as follows:

               (1)    the Change of Control Offer shall commence within 10
     Business Days following the occurrence of the Change of Control; 

               (2)    the Change of Control Offer shall remain open for 20
     Business Days, except to the extent that a longer period is required by
     applicable law, but in 

                                      83



     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;

               (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)    the Change of Control Offer is being made
     pursuant to such notice and this Section 11.1 and that all Securities, or
     portions thereof, tendered will be accepted for payment;

                         (ii)   the Change of Control Purchase Price (including
     the amount of accrued and unpaid interest, subject to clause (b)(4) above),
     the Change of Control Purchase Date and the Change of Control Put Date (as
     defined below);

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

                         (iv)   that, unless the Company defaults in depositing
     Cash with the Paying Agent in accordance with the last paragraph of this
     Section 11.1 or such payment is prevented, any Security, or portion
     thereof, accepted for payment pursuant to the Change of Control Offer shall
     cease to accrue interest after the Change of Control Purchase Date;

                                      84



                         (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.

          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 

                                      85



the Company to the Holder thereof.  The Company will publicly announce the 
results of the Change of Control Offer on or as soon as practicable after the 
consummation thereof.

                                   ARTICLE XII
                                    GUARANTY

          SECTION 12.1.    GUARANTY.

               (a)    In consideration of good and valuable consideration, 
the receipt and sufficiency of which is hereby acknowledged, each of the 
Guarantors hereby irrevocably and unconditionally guarantees (the 
"Guaranty"), jointly and severally, to each Holder of a Security 
authenticated and delivered by the Trustee and to the Trustee and its 
successors and assigns, irrespective of the validity and enforceability of 
this Indenture, the Securities or the obligations of the Company under this 
Indenture or the Securities, that:  (w) the principal and premium (if any) of 
and interest on the Securities will be paid in full when due, whether at the 
Maturity Date or Interest Payment Date, by acceleration, call for redemption, 
upon a Change of Control Offer, upon an Asset Sale Offer or otherwise; (x) 
all other obligations of the Company to the Holders or the Trustee under this 
Indenture or the Securities will be promptly paid in full or performed, all 
in accordance with the terms of this Indenture and the Securities; and (y) in 
case of any extension of time of payment or renewal of any Securities or any 
of such other obligations, they will be paid in full when due or performed in 
accordance with the terms of the extension or renewal, whether at maturity, 
by acceleration, call for redemption, upon a Change of Control Offer, upon an 
Asset Sale Offer or otherwise.  Failing payment when due of any amount so 
guaranteed for whatever reason, each Guarantor shall be jointly and severally 
obligated to pay the same before failure so to pay becomes an Event of 
Default.  If the Company or a Guarantor defaults in the payment of the 
principal of, premium, if any, or interest on, the Securities when and as the 
same shall become due, whether upon maturity, acceleration, call for 
redemption, upon a Change of Control Offer, upon an Asset Sale Offer or 
otherwise, without the necessity of action by the Trustee or any Holder, each 
Guarantor shall be required, jointly and severally, to promptly make such 
payment in full. 

               (b)    Each Guarantor hereby agrees that its obligations with 
regard to this Guaranty shall be unconditional, irrespective of the validity, 
regularity or enforceability of the Securities or this Indenture, the absence 
of any action to enforce the same, any delays in obtaining or realizing upon 
or failures to obtain or realize upon collateral, the recovery of any 
judgment against the Company, any action to enforce the same or any other 
circumstances that might otherwise constitute a legal or equitable discharge 
or defense of a guarantor (except as provided in Sections 12.4 and 12.5).  
Each Guarantor hereby waives diligence, presentment, demand of payment, 
filing of claims with a court in the event of insolvency or bankruptcy of the 
Company, any right to require a proceeding first against the 

                                      86



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 Guarantor, on the one hand, and the Holders and the Trustee, on 
the other hand, (i) the maturity of the obligations guaranteed hereby may be 
accelerated as provided in Section 6.2 for the purposes of this Guaranty, 
notwithstanding any stay, injunction or other prohibition preventing such 
acceleration as to the Company of the obligations guaranteed hereby, and (ii) 
in the event of any declaration of acceleration of those obligations as 
provided in Section 6.2, those obligations (whether or not due and payable) 
will forthwith become due and payable by each of the Guarantors for the 
purpose of this Guaranty.

               (d)    Each Guarantor and by its acceptance of a Security 
issued hereunder each Holder hereby confirms that it is the intention of all 
such parties that the guarantee by such Guarantor set forth in Section 
12.1(a) not constitute a fraudulent transfer or conveyance for purpose of any 
Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent 
Transfer Act or any similar Federal or state law.  To effectuate the 
foregoing intention, the Holders and such Guarantor hereby irrevocably agree 
that the obligations of such Guarantor under its guarantee set forth in 
Section 12.1(a) shall be limited to the maximum amount as will, after giving 
effect to all other contingent and fixed liabilities of such Guarantor and 
after giving effect to any collections from or payments made by or on behalf 
of any other Guarantor in respect of the obligations of such other Guarantor 
under its guarantee or pursuant to the following paragraph of this Section 
12.1(d), result in the obligations of such Guarantor under such guarantee not 
constituting such a fraudulent transfer or conveyance.

          Each Guarantor that makes any payment or distribution under Section 
12.1(a) shall be entitled to a contribution from each other Guarantor equal 
to its Pro Rata Portion of such payment or distribution.  For purposes of the 
foregoing, the "Pro Rata Portion" of any Guarantor means the percentage of 
the net assets of all Guarantors held by such Guarantor, determined in 
accordance with GAAP.

                                      87



               (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 12.2.    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.

          SECTION 12.3.    SUBSIDIARY GUARANTORS.

          (i)  All present Subsidiaries of the Company and their Subsidiaries 
and (ii) all future Subsidiaries of the Company and their 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 

                                      88



of any other Indebtedness of the Company or any of its Subsidiaries or any of 
their Subsidiaries, such Subsidiary shall immediately thereafter become a 
Subsidiary Guarantor.

          SECTION 12.4.    GUARANTOR MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.

               (a)    Nothing contained in this Indenture or in any of the
Securities shall prevent any consolidation or merger of a Guarantor with or into
the Company or any other Guarantor.  Upon any such consolidation or merger, the
guarantees (as set forth in Section 12.1) of the Guarantor which is not the
survivor of the merger or consolidation, and of any Subsidiary of such Guarantor
that is also a Guarantor, shall be released and shall no longer have any force
or effect.

               (b)    Nothing contained in this Indenture shall prevent any sale
or conveyance of assets of any Guarantor (whether or not constituting all or
substantially all of the assets of such Guarantor) to any Person, provided that
the Company shall comply with the provisions of Section 4.14 and 4.17, and
provided further that, in the event that all or substantially all of the assets
of a Guarantor are sold or conveyed, the guarantees of such Guarantor (as set
forth in Section 12.1) shall be released and shall no longer have any force or
effect.

               (c)    Except as provided in Section 12.4(a) or Section 12.5,
each Guarantor shall not, directly or indirectly, consolidate with or merge with
or into another Person, unless (i) either (a) the Guarantor is the continuing
entity or (b) the resulting or surviving entity is a corporation organized under
the laws of the United States, any state thereof or the District of Columbia and
expressly assumes by supplemental indenture all of the obligations of the
Guarantor in connection with the Securities and this Indenture; (ii) no Default
or Event of Default would occur as a consequence of (after giving effect, on a
PRO FORMA basis, to) such transaction; and (iii) the Guarantor has delivered to
the Trustee an Officers' Certificate and an Opinion of Counsel, each stating
that such consolidation or merger and if a supplemental indenture is required,
such supplemental indenture comply with this Indenture and that all conditions
precedent herein relating to such transaction have been satisfied.

               (d)    Upon any consolidation or merger of a Guarantor in
accordance with Section 12.4 hereof, the successor corporation formed by such
consolidation or into which the Guarantor is merged shall succeed to, and be
substituted for, and may exercise every right and power of, the Guarantor under
this Indenture with the same effect as if such successor corporation had been
named herein as the Guarantor, and when a successor corporation duly assumes all
of the obligations of the Guarantor pursuant hereto and pursuant to the
Securities, the Guarantor shall be released from such obligations.

                                      89



          SECTION 12.5.    RELEASE OF GUARANTORS.

               (a)    Without any further notice or action being required by 
any Person, any Guarantor, and each Subsidiary of such Guarantor that is also 
a Guarantor, shall be fully and conditionally released and discharged from 
all obligations under its guarantee and this Indenture, upon (i) the sale or 
other disposition of all or substantially all of the assets or properties of 
such Guarantor, or 50% or more of the Equity Interests of any such Guarantor 
to Persons other than the Company and their Subsidiaries or (ii) the 
consolidation or merger of any such Guarantor with any Person other than the 
Company or a Subsidiary of the Company, if, as a result of such consolidation 
or merger, Persons other than the Company and their Subsidiaries beneficially 
own more than 50% of the capital stock of such Guarantor, PROVIDED that, in 
either such case, the Net Cash Proceeds of such sale, disposition, merger or 
consolidation are applied in accordance with Section 4.14 of this Indenture; 
or (iii) a Legal Defeasance or Covenant Defeasance, as set forth in Article 
VIII.  

               (b)    The releases and discharges set forth in Section 
12.5(a) shall be effective (i) in the case of 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 instruments evidencing or implementing any releases or discharges 
to be executed prior to the effectiveness of such releases and discharges as 
set forth above, such instruments may be made conditional upon the occurrence 
of the events necessary to cause the effectiveness of such releases and 
discharges, as specified in the first sentence of this Section 12.5.

               (c)    Notwithstanding the foregoing provisions of this 
Article XII, (i) any Guarantor whose guarantee would otherwise be released 
pursuant to the provisions of this Section 12.5 may elect, by written notice 
to the Trustee, to maintain such guarantee in effect notwithstanding the 
event or events that otherwise would cause the release of such guarantee 
(which election to maintain such guarantee in effect may be conditional or 
for a limited period of time), and (ii) any Subsidiary of the Company which 
is not a Guarantor may elect, by written notice to the Trustee, to become a 
Guarantor (which election may be conditional or for a limited period of 
time).

                                      90



          SECTION 12.6.    CERTAIN BANKRUPTCY EVENTS.

          Each Guarantor hereby covenants and agrees, to the fullest extent that
it may do so under applicable law, that in the event of the insolvency,
bankruptcy, dissolution, liquidation or reorganization of the Company, such
Guarantor shall not file (or join in any filing of), or otherwise seek to
participate in the filing of, any motion or request seeking to stay or to
prohibit (even temporarily) execution on the Guaranty and hereby waives and
agrees not to take the benefit of any such stay of execution, whether under
Section 362 or 105 of the Bankruptcy Law or otherwise.


                                  ARTICLE XIII
                                  MISCELLANEOUS

          SECTION 13.1.    TIA CONTROLS.

          If any provision of this Indenture limits, qualifies, or conflicts
with the duties imposed by operation of the TIA, the imposed duties, upon
qualification of this Indenture under the TIA, shall control.

          SECTION 13.2.    NOTICES.

          Any notices or other communications to the Company or any Guarantor,
Paying Agent, Registrar, Securities Custodian, transfer agent or the Trustee
required or permitted hereunder shall be in writing, and shall be sufficiently
given if made by hand delivery, by telecopier or registered or certified mail,
postage prepaid, return receipt requested, addressed as follows:

          if to the Company or any Guarantor:

          Jacor Communications Company
          50 East RiverCenter Boulevard, 12th Floor
          Covington, KY  41011

          Attention:  Treasurer
          Telephone:  (606) 655-2267
          Telecopy:   (606) 655-9345

          if to the Trustee:

          The Bank of New York

                                      91



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

          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 13.3.    COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS.

          Securityholders may communicate pursuant to TIA Section 312(b) with
other Securityholders with respect to their rights under this Indenture or the
Securities.  The Company, the Trustee, the Registrar and any other Person shall
have the protection of TIA Section 312(c).

          SECTION 13.4.    CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

          Upon any request or application by the Company or any Guarantor to the
Trustee to take any action under this Indenture, such Person shall furnish to
the Trustee:

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

                                      92


               (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 13.5.    STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

          Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

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

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

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

               (4)    a statement as to whether or not, in the opinion of each
     such Person, such condition or covenant has been met; PROVIDED, HOWEVER,
     that with respect to matters of fact an Opinion of Counsel may rely on an
     Officers' Certificate or certificates of public officials.

          SECTION 13.6.    RULES BY TRUSTEE, PAYING AGENT, REGISTRAR.

          The Trustee may make reasonable rules for action by or at a meeting of
Securityholders.  The Paying Agent or Registrar may make reasonable rules for
its functions.

          SECTION 13.7.    NON-BUSINESS DAYS.

          If a payment date is not a Business Day at such place, payment may be
made at such place on the next succeeding day that is a Business Day, and no
interest shall accrue for the intervening period.


                                      93


          SECTION 13.8.    GOVERNING LAW.

          THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS
MADE AND PERFORMED WITHIN THE STATE OF NEW YORK.  EACH OF THE COMPANY AND THE
GUARANTORS HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE
COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL
COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF
ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE AND
THE SECURITIES, AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS. 
EACH OF THE COMPANY AND THE GUARANTORS IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION WHICH THEY MAY NOW
OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. 
NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE OR ANY SECURITYHOLDER TO
SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL
PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY AND THE GUARANTORS IN ANY
OTHER JURISDICTION.

          SECTION 13.9.    NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

          This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company or any Guarantor or any of their respective
Subsidiaries.  Any such indenture, loan or debt agreement may not be used to
interpret this Indenture.

          SECTION 13.10.    NO RECOURSE AGAINST OTHERS.

          No direct or indirect stockholder, partner, employee, officer or
director, as such, past, present or future of the Company, the Guarantors or any
successor entity, shall have any personal liability in respect of the
obligations of the Company or the Guarantors under the Securities or this
Indenture by reason of his or its status as such stockholder, partner, employee,
officer or director.  Each Securityholder by accepting a Security waives and
releases all such liability.  Such waiver and release are part of the
consideration for the issuance of the Securities.


                                      94


          SECTION 13.11.    SUCCESSORS.

          All agreements of the Company and the Guarantors in this Indenture and
the Securities shall bind its successor.  All agreements of the Trustee in this
Indenture shall bind its successor.

          SECTION 13.12.    DUPLICATE ORIGINALS.

          All parties may sign any number of copies or counterparts of this
Indenture.  Each signed copy or counterpart shall be an original, but all of
them together shall represent the same agreement.

          SECTION 13.13.    SEVERABILITY.

          In case any one or more of the provisions in this Indenture or in the
Securities shall be held invalid, illegal or unenforceable, in any respect for
any reason, the validity, legality and enforceability of any such provision in
every other respect and of the remaining provisions shall not in any way be
affected or impaired thereby, it being intended that all of the provisions
hereof shall be enforceable to the full extent permitted by law.

          SECTION 13.14.    TABLE OF CONTENTS, HEADINGS, ETC.

          The Table of Contents, Cross-Reference Table and headings of the
Articles and the Sections of this Indenture have been inserted for convenience
of reference only, are not to be considered a part hereof and shall in no way
modify or restrict any of the terms or provisions hereof.


                                      95


                                   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
                                                  and Chief Financial Officer

                                       PARENT GUARANTOR
                                       JACOR COMMUNICATIONS, INC.


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

                                       SUBSIDIARY GUARANTORS:


                                       BROADCAST FINANCE, INC.


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


                                       CINE FILMS, INC.


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



                                       CINE GUARANTORS, INC.


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


                                       CINE GUARANTORS II, INC.


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


                                       CINE GUARANTORS II, LTD.


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


                                       CINE MOBILE SYSTEMS INT'L N.V.


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


                                       CINE MOVIL S.A. DE C.V.


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



                                       CITICASTERS CO.


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


                                       GACC-N26LB, INC.


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


                                       GREAT AMERICAN MERCHANDISING GROUP, INC.


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


                                       GREAT AMERICAN TELEVISION PRODUCTIONS, 
                                       INC.


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


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


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




                                       JACOR BROADCASTING CORPORATION


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


                                       JACOR BROADCASTING OF ATLANTA, INC.


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


                                       JACOR BROADCASTING OF CHARLESTON, INC.


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


                                       JACOR BROADCASTING OF COLORADO, INC.


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


                                       JACOR BROADCASTING OF DENVER, INC.


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





                                       JACOR BROADCASTING OF FLORIDA, INC.


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


                                       JACOR BROADCASTING OF KANSAS CITY, INC.


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


                                       JACOR BROADCASTING OF LAS VEGAS, INC.


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


                                       JACOR BROADCASTING OF LAS VEGAS II


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


                                       JACOR BROADCASTING OF LOUISVILLE, INC.


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





                                       JACOR BROADCASTING OF LOUISVILLE II, INC.

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


                                       JACOR BROADCASTING OF SALT LAKE CITY, 
                                       INC.


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


                                       JACOR BROADCASTING OF SALT LAKE CITY II, 
                                       INC.


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


                                       JACOR BROADCASTING OF ST. LOUIS, INC.


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


                                       JACOR BROADCASTING OF SAN DIEGO, INC.


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





                                       JACOR BROADCASTING OF SARASOTA, INC.


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


                                       JACOR BROADCASTING OF TAMPA BAY, INC.


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


                                       JACOR BROADCASTING OF TOLEDO, INC.


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


                                       JACOR BROADCASTING OF YOUNGSTOWN, INC.


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



                                       JACOR CABLE, INC.


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





                                       JACOR LICENSEE OF CHARLESTON, INC.


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


                                       JACOR LICENSEE OF KANSAS CITY, INC.


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


                                       JACOR LICENSEE OF LAS VEGAS, INC.


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


                                       JACOR LICENSEE OF LAS VEGAS II, INC.


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


                                       JACOR LICENSEE OF LOUISVILLE, INC.


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






                                       JACOR LICENSEE OF LOUISVILLE II, INC.


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


                                       JACOR LICENSEE OF SALT LAKE CITY, INC.


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


                                       JACOR LICENSEE OF SALT LAKE CITY II, INC.


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


                                       JACOR/PREMIERE HOLDING, INC.


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


                                       JBSL, INC.


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





                                       LOCATION PRODUCTIONS, INC.


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


                                       LOCATION PRODUCTIONS II, INC.


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


                                       MULTIVENSE ACQUISITION CORP.

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


                                       NOBLE BROADCAST CENTER, INC.


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


                                       NOBLE BROADCAST GROUP, INC.


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





                                       NOBLE BROADCAST HOLDINGS, INC.


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


                                       NOBLE BROADCAST LICENSES, INC.


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


                                       NOBLE BROADCAST OF SAN DIEGO, INC.


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


                                       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





                                       NSN NETWORK SERVICES, LTD.


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


                                       PREMIERE RADIO NETWORKS, INC.


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


                                       RADIO-ACTIVE MEDIA, INC.


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


                                       SPORTS RADIO BROADCASTING, INC.


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


                                       SPORTS RADIO, INC.


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





                                       THE SY FISCHER COMPANY AGENCY, INC.


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


                                       VTTV PRODUCTIONS


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


                                       WHOK, INC.


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



                                       THE BANK OF NEW YORK, as Trustee


                                       By:    /s/ Lucille Firrincieli
                                           -----------------------------------
                                           Name:  Lucille Firrincieli
                                           Title: Assistant Vice President






                                                                       Exhibit A

                               [FORM OF SECURITY]

                          JACOR COMMUNICATIONS COMPANY

                           8% SENIOR SUBORDINATED NOTE
                                    DUE 2010

                                                             CUSIP:  469856 AE 8
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 February 15, 2010.

          Interest Payment February 15 and August 15; commencing August 15,
1998.

          Record Dates: February 1 and August 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: 

                         Jacor Communications Company,
                             a Florida corporation


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


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

                                       A-1


                 FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This is one of the Securities described in the within-mentioned
Indenture.


THE BANK OF NEW YORK
as Trustee 





By:                      
   ---------------------------------
      Authorized Signatory



Dated: 



                                       A-2


                          JACOR COMMUNICATIONS COMPANY


                           8% SENIOR SUBORDINATED NOTE
                                    DUE 2010

          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 8% per annum from the date of issuance until
maturity.  To the extent it is lawful, the Company promises to pay interest on
any interest payment due but unpaid on such principal amount at a rate of 8% per
annum compounded semi-annually.

          The Company will pay interest semi-annually on February 15 and
February 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 February
15, 1998.  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.

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

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

                                       A-3



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.

          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
February 9, 1998 (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 $120,000,000.  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, 

                                       A-4


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.

5.   REDEMPTION.

          The Securities may be redeemed, in whole or in part, at any time on or
after February 15, 2003, 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 February 15, 2003.




          If redeemed during
          the 12-month period
          commencing February 15,              Redemption Price
          -----------------------              ----------------
                                            

          2003  . . . . . . . . . . . .           104.000%
          2004  . . . . . . . . . . . .           103.200%
          2005  . . . . . . . . . . . .           102.400%
          2006  . . . . . . . . . . . .           101.600%
          2007  . . . . . . . . . . . .           100.800%
          2008  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 deposited with the Paying Agent on such Redemption Date and payment of the
Securities called for redemption is not otherwise prohibited, the Securities
called for 

                                       A-5


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.

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.

                                       A-6


11. AMENDMENT; SUPPLEMENT; WAIVER.

      Subject to certain exceptions, the Indenture or the Securities may be
amended or supplemented with the written consent of the Holders of at least a
majority in aggregate principal amount of the Securities then outstanding, and
any existing Default or Event of Default or compliance with any provision may be
waived with the consent of the Holders of a majority in aggregate principal
amount of the Securities then outstanding.  An amendment, supplement or waiver
with respect to Section 11.1 (Change of Control Offer) in a manner adverse to
the Holders, requires not less than 75% of the aggregate principal amount of the
Securities then outstanding.  Without notice to or consent of any Holder, the
parties thereto may under certain circumstances amend or supplement the
Indenture or the Securities to, among other things, cure any ambiguity, defect
or inconsistency, or make any other change that does not adversely affect the
rights of any Holder of a Security.

12. RESTRICTIVE COVENANTS.

      The Indenture imposes certain limitations on the ability of the Company
and the Guarantors to, among other things, incur additional Indebtedness and
Disqualified Equity Interests, pay dividends or make certain other restricted
payments, enter into certain transactions with Affiliates, incur Liens, sell
assets, merge or consolidate 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 

                                       A-7


business, (ii) to repay Senior Debt, (iii) to make an offer to purchase the 
10 1/8% Notes, (iv) to make an offer to purchase the 9 3/4% Notes, (v) to make 
an offer to purchase the 8 3/4% Notes, or (vi) to make an offer to purchase a 
certain amount of each Holder's Securities at 100% of the principal amount 
thereof, plus accrued interest, if any, to the purchase date.

14. NOTATION OF GUARANTY.

      As set forth more fully in the Indenture, the Persons constituting
Guarantors from time to time, in accordance with the provisions of the
Indenture, unconditionally and jointly and severally guarantee, in accordance
with Section 12.1 of the Indenture, to the Holder and to the Trustee and its
successors and assigns, that (i) the principal of and interest on the Security
will be paid, whether at the Maturity Date or Interest Payment Dates, by
acceleration, call for redemption upon a Change of Control Offer, upon an Asset
Sale Offer or otherwise, and all other obligations of the Company to the Holder
or the Trustee under the Indenture or this Security will be promptly paid in
full or performed, all in accordance with the terms of the Indenture and this
Security, and (ii) in the case of any extension of payment or renewal of this
Security or any of such other obligations, they will be paid in full when due or
performed in accordance with the terms of such extension or renewal, whether at
the Maturity Date, as so extended, by acceleration, call for redemption, upon a
Change of Control Offer, upon an Asset Sale Offer or otherwise.  Such guarantees
shall cease to apply, and shall be null and void, with respect to any Guarantor
who, pursuant to Article XII of the Indenture, is released from its guarantees,
or whose guarantees otherwise cease to be applicable pursuant to the terms of
the Indenture.

15. SUCCESSORS.

      When a successor assumes all the obligations of its predecessor under the
Securities and the Indenture, the predecessor will be released from those
obligations.

16. DEFAULTS AND REMEDIES.

      If an Event of Default occurs and is continuing (other than an Event of
Default relating to certain events of bankruptcy, insolvency or reorganization),
then in every such case, unless the principal of all of the Securities shall
have already become due and payable, either the Trustee or the Holders of 25% in
aggregate principal amount of Securities then outstanding may declare all the
Securities to be due and payable immediately in the manner and with the effect
provided in the Indenture.  Holders of Securities may not enforce the Indenture
or the Securities except as provided in the Indenture.  The Trustee may require
indemnity satisfactory to it before it enforces the Indenture or the Securities.
Subject to certain limitations, Holders of a 

                                       A-8


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.

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-9


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

23. GOVERNING LAW

      The Indenture and the Securities shall be governed by and construed in
accordance with the internal laws of the State of New York.


                                       A-10


                               FORM OF ASSIGNMENT




      I or we assign this Security to

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

- ----------------------------------------------------------
(Print or type name, address and zip code of assignee)


      Please insert Social Security or other identifying number of assignee

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

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


Dated:              Signed:  
        ----------           ------------------------------

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

                        (Sign exactly as name appears on
                        the other side of this Security)

                       Signature Guaranty*                                     

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

     *NOTICE:  The Signature must be guaranteed by an Institution which is a 
     member of one of the following recognized signature Guarantee Programs:
     (I) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New 
     York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange
     Medallion Program (SEMP) or (iv) in such other guarantee program acceptable
     to the Trustee.

                                       A-11


                      OPTION OF HOLDER TO ELECT PURCHASE

      If you want to elect to have this Security purchased by the Company
pursuant to Section 4.14 or Article XI of the Indenture, check the appropriate
box: /  / Section 4.14 /  /Section 11.1

      If you want to elect to have only part of this Security purchased by the
Company pursuant to Section 4.14 or Article XI of the Indenture, as the case may
be, state the amount you want to be purchased: $________


                       
Date:                   Signature: 
       ----------------            ------------------------
                                                    (Sign exactly as your name 
                                                    appears on the other side of
                                                    this Security)

                      Signature Guaranty**




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

     **NOTICE:  The Signature must be guaranteed by an Institution which is a 
     member of one of the following recognized signature Guarantee Programs:  
     (I) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New 
     York Stock Exchange Medallion Program (MNSP); (iii) The Stock Exchange
     Medallion Program (SEMP) or (iv) in such other guarantee program acceptable
     to the Trustee.


                                       A-12


      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 Signatory of 
                         Principal Amount          Principal Amount of     Security 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-13


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

Re:  8% SENIOR SUBORDINATED NOTES DUE 2010 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-14

EX-4.21

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

                           JACOR COMMUNICATIONS, INC.
                                        
                                        
                      LIQUID YIELD OPTIONTM NOTES DUE 2018
                             (ZERO COUPON - SENIOR)





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


                                    INDENTURE
                                        
                          Dated as of February 9, 1998


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



                              The Bank of New York,
                                     Trustee


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




- -TM- Trademark of Merrill Lynch & Co., Inc.


                                       
                                TABLE OF CONTENTS


NOTE:  This Table of Contents shall not, for any purpose, be deemed to be
       part of the Indenture.



                                                                               PAGE
                                    ARTICLE 1                                  ----
                   DEFINITIONS AND INCORPORATION BY REFERENCE
                                                                         
     SECTION 1.01.  Definitions. . . . . . . . . . . . . . . . . . . . . . . .  1
     SECTION 1.02.  Other Definitions. . . . . . . . . . . . . . . . . . . . .  6
     SECTION 1.03.  Incorporation by Reference of Trust Indenture Act. . . . .  7
     SECTION 1.04.  Rules of Construction. . . . . . . . . . . . . . . . . . .  7

                                    ARTICLE 2
                                 THE SECURITIES

     SECTION 2.01.  Form and Dating. . . . . . . . . . . . . . . . . . . . . .  8
     SECTION 2.02.  Execution and Authentication . . . . . . . . . . . . . . .  8
     SECTION 2.03.  Registrar, Paying Agent and Conversion Agent . . . . . . .  9
     SECTION 2.04.  Paying Agent to Hold Money and Securities in Trust . . . .  9
     SECTION 2.05.  Securityholder Lists . . . . . . . . . . . . . . . . . . . 10
     SECTION 2.06.  Transfer and Exchange. . . . . . . . . . . . . . . . . . . 10
     SECTION 2.07.  Replacement Securities . . . . . . . . . . . . . . . . . . 13
     SECTION 2.08.  Outstanding Securities; Determinations of Holders' Action. 14
     SECTION 2.09.  Temporary Securities . . . . . . . . . . . . . . . . . . . 14
     SECTION 2.10.  Cancellation . . . . . . . . . . . . . . . . . . . . . . . 15
     SECTION 2.11.  CUSIP Numbers. . . . . . . . . . . . . . . . . . . . . . . 15

                                    ARTICLE 3
                            REDEMPTION AND PURCHASES

     SECTION 3.01.  Right to Redeem; Notices to Trustee. . . . . . . . . . . . 16
     SECTION 3.02.  Selection of Securities to Be Redeemed . . . . . . . . . . 16
     SECTION 3.03.  Notice of Redemption . . . . . . . . . . . . . . . . . . . 17
     SECTION 3.04.  Effect of Notice of Redemption . . . . . . . . . . . . . . 18
     SECTION 3.05.  Deposit of Redemption Price. . . . . . . . . . . . . . . . 18
     SECTION 3.06.  Securities Redeemed in Part. . . . . . . . . . . . . . . . 18
     SECTION 3.07.  Conversion Arrangement on Call for Redemption. . . . . . . 18
     SECTION 3.08.  Purchase of Securities at the Option of the Holder . . . . 19
     SECTION 3.09.  Purchase of Securities at Option of the Holder
                    upon Change in Control . . . . . . . . . . . . . . . . . . 25
     SECTION 3.10.  Effect of Purchase Notice or Change in Control
                    Purchase Notice. . . . . . . . . . . . . . . . . . . . . . 29

                                       i


     SECTION 3.11.  Deposit of Purchase Price or Change in Control
                    Purchase Price . . . . . . . . . . . . . . . . . . . . . . 30
     SECTION 3.12.  Securities Purchased in Part . . . . . . . . . . . . . . . 30
     SECTION 3.13.  Covenant to Comply with Securities Laws upon Purchase
                    of Securities. . . . . . . . . . . . . . . . . . . . . . . 31
     SECTION 3.14.  Repayment to the Company . . . . . . . . . . . . . . . . . 31

                                    ARTICLE 4
                                    COVENANTS

     SECTION 4.01.  Payment of Securities. . . . . . . . . . . . . . . . . . . 31
     SECTION 4.02.  SEC Reports. . . . . . . . . . . . . . . . . . . . . . . . 32
     SECTION 4.03.  Compliance Certificate; Notice of Defaults . . . . . . . . 32
     SECTION 4.04.  Further Instruments and Acts . . . . . . . . . . . . . . . 33
     SECTION 4.05.  Maintenance of Office or Agency. . . . . . . . . . . . . . 33
     SECTION 4.06.  Calculation of Original Issue Discount.. . . . . . . . . . 33

                                    ARTICLE 5
                              SUCCESSOR CORPORATION

     SECTION 5.01.  When Company May Merge or Transfer Assets. . . . . . . . . 34
     SECTION 5.02.  Successor Company Substituted. . . . . . . . . . . . . . . 34

                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

     SECTION 6.01.  Events of Default. . . . . . . . . . . . . . . . . . . . . 35
     SECTION 6.02.  Acceleration . . . . . . . . . . . . . . . . . . . . . . . 37
     SECTION 6.03.  Other Remedies . . . . . . . . . . . . . . . . . . . . . . 37
     SECTION 6.04.  Waiver of Past Defaults. . . . . . . . . . . . . . . . . . 37
     SECTION 6.05.  Control by Majority. . . . . . . . . . . . . . . . . . . . 38
     SECTION 6.06.  Limitation on Suits. . . . . . . . . . . . . . . . . . . . 38
     SECTION 6.07.  Rights of Holders to Receive Payment . . . . . . . . . . . 38
     SECTION 6.08.  Collection Suit by Trustee . . . . . . . . . . . . . . . . 39
     SECTION 6.09.  Trustee May File Proofs of Claim . . . . . . . . . . . . . 39
     SECTION 6.10.  Priorities . . . . . . . . . . . . . . . . . . . . . . . . 40
     SECTION 6.11.  Undertaking for Costs. . . . . . . . . . . . . . . . . . . 40
     SECTION 6.12.  Notice of Defaults . . . . . . . . . . . . . . . . . . . . 40
     SECTION 6.13.  Waiver of Stay, Extension or Usury Laws. . . . . . . . . . 40

                                       ii


                                    ARTICLE 7
                                     TRUSTEE

     SECTION 7.01.  Rights of Trustee. . . . . . . . . . . . . . . . . . . . . 41
     SECTION 7.02.  Individual Rights of Trustee . . . . . . . . . . . . . . . 43
     SECTION 7.03.  Trustee's Disclaimer . . . . . . . . . . . . . . . . . . . 43
     SECTION 7.04.  Notice of Defaults . . . . . . . . . . . . . . . . . . . . 43
     SECTION 7.05.  Reports by Trustee to Holders. . . . . . . . . . . . . . . 43
     SECTION 7.06.  Compensation and Indemnity . . . . . . . . . . . . . . . . 43
     SECTION 7.07.  Replacement of Trustee . . . . . . . . . . . . . . . . . . 44
     SECTION 7.08.  Successor Trustee by Merger. . . . . . . . . . . . . . . . 45
     SECTION 7.09.  Eligibility; Disqualification. . . . . . . . . . . . . . . 45
     SECTION 7.10.  Preferential Collection of Claims Against Company. . . . . 45
     SECTION 7.11.  Money Held in Trust. . . . . . . . . . . . . . . . . . . . 46

                                    ARTICLE 8
                             DISCHARGE OF INDENTURE

     SECTION 8.01.  Discharge of Liability on Securities . . . . . . . . . . . 46
     SECTION 8.02.  Repayment to the Company . . . . . . . . . . . . . . . . . 46

                                    ARTICLE 9
                                   AMENDMENTS

     SECTION 9.01.  Without Consent of Holders . . . . . . . . . . . . . . . . 47
     SECTION 9.02.  With Consent of Holders. . . . . . . . . . . . . . . . . . 47
     SECTION 9.03.  Compliance with Trust Indenture Act. . . . . . . . . . . . 48
     SECTION 9.04.  Revocation and Effect of Consents, Waivers and Actions . . 49
     SECTION 9.05.  Notation on or Exchange of Securities. . . . . . . . . . . 49
     SECTION 9.06.  Trustee to Sign Supplemental Indentures. . . . . . . . . . 49
     SECTION 9.07.  Effect of Supplemental Indentures. . . . . . . . . . . . . 49

                                   ARTICLE 10
                                   CONVERSION

     SECTION 10.01. Conversion Privilege . . . . . . . . . . . . . . . . . . . 49
     SECTION 10.02. Conversion Procedure . . . . . . . . . . . . . . . . . . . 51
     SECTION 10.03. Fractional Shares. . . . . . . . . . . . . . . . . . . . . 52
     SECTION 10.04. Taxes on Conversion. . . . . . . . . . . . . . . . . . . . 52
     SECTION 10.05. Company to Provide Stock . . . . . . . . . . . . . . . . . 52
     SECTION 10.06. Adjustment for Change in Capital Stock . . . . . . . . . . 53
     SECTION 10.07. Adjustment for Rights Issue. . . . . . . . . . . . . . . . 53
     SECTION 10.08. Adjustment for Other Distributions . . . . . . . . . . . . 55
     SECTION 10.09. When Adjustment May Be Deferred. . . . . . . . . . . . . . 57

                                      iii


     SECTION 10.10. When No Adjustment Required. . . . . . . . . . . . . . . . 57
     SECTION 10.11. Notice of Adjustment . . . . . . . . . . . . . . . . . . . 58
     SECTION 10.12. Voluntary Increase . . . . . . . . . . . . . . . . . . . . 58
     SECTION 10.13. Notice of Certain Transactions . . . . . . . . . . . . . . 58
     SECTION 10.14. Reorganization of Company; Special Distributions . . . . . 59
     SECTION 10.15. Company Determination Final. . . . . . . . . . . . . . . . 60
     SECTION 10.16. Trustee's Adjustment Disclaimer. . . . . . . . . . . . . . 60
     SECTION 10.17. Simultaneous Adjustments . . . . . . . . . . . . . . . . . 60
     SECTION 10.18. Successive Adjustments . . . . . . . . . . . . . . . . . . 60

                                   ARTICLE 11
                                  MISCELLANEOUS

     SECTION 11.01  Trust Indenture Act Controls . . . . . . . . . . . . . . . 60
     SECTION 11.02  Notices. . . . . . . . . . . . . . . . . . . . . . . . . . 61
     SECTION 11.03  Communication by Holders with Other Holders. . . . . . . . 61
     SECTION 11.04  Certificate and Opinion as to Conditions Precedent . . . . 62
     SECTION 11.05  Statements Required in Certificate or Opinion. . . . . . . 62
     SECTION 11.06  Separability Clause. . . . . . . . . . . . . . . . . . . . 62
     SECTION 11.07  Rules By Trustee, Paying Agent, Conversion Agent
                    and Registrar. . . . . . . . . . . . . . . . . . . . . . . 62
     SECTION 11.08  Legal Holiday. . . . . . . . . . . . . . . . . . . . . . . 62
     SECTION 11.09  GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . . . 63
     SECTION 11.10  No Recourse Against Others . . . . . . . . . . . . . . . . 63
     SECTION 11.11  Successors . . . . . . . . . . . . . . . . . . . . . . . . 63
     SECTION 11.12  Multiple Originals . . . . . . . . . . . . . . . . . . . . 63

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64

EXHIBIT A  FORM OF FACE OF LYON. . . . . . . . . . . . . . . . . . . . . . .  A-1

                                       iv


                             CROSS-REFERENCE TABLE


   TIA                                                                   Indenture
 Section                                                                  Section
 -------                                                                  -------
                                                                      
310(a)(1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.09
   (a)(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.09
   (a)(3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
   (a)(4). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
   (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7.07;  7.09
   (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
311(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.10
   (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.10
   (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
312(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.05
   (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11.03
   (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11.03
313(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.05
   (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.05
   (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11.02
   (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.05
314(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.02;  11.02
   (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
   (c)(1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11.04
   (c)(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11.04
   (c)(3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
   (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
   (e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11.05
   (f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
315(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.01
   (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.04;  11.02
  [(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7.01]
  [(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7.01]
   (e) . . . . . . . . . . . . . . . . . . . . . 6.11 316(a)(last sentence)  2.08
   (a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.05
   (a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.04
   (a)(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
   (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.07
317(a)(1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.08
   (a)(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.09
   (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.04
318(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11.01


    Note:  This Cross Reference Table shall not, for any purpose, be deemed to 
           be part of the Indenture.
                          N.A. means Not Applicable



     INDENTURE, dated as of February 9, 1998, between JACOR COMMUNICATIONS, 
INC., a Delaware corporation ("COMPANY"), and The Bank of New York, a New 
York banking corporation, as trustee (the "TRUSTEE").

     Each party agrees as follows for the benefit of the other party and for 
the equal and ratable benefit of the Holders of the Company's Liquid Yield 
OptionTM Notes due 2018 (Zero Coupon -- Senior) (the "SECURITIES"):

                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE


     SECTION 1.01.  DEFINITIONS.

     "AFFILIATE" of any specified person means any other person directly or 
indirectly controlling or controlled by or under direct or indirect common 
control with such specified person.  For the purposes of this definition, 
"CONTROL", when used with respect to any specified person, means the power to 
direct or cause the direction of the management and policies of such person, 
directly or indirectly, whether through the ownership of voting securities, 
by contract or otherwise; and the terms "CONTROLLING" and "CONTROLLED" have 
meanings correlative to the foregoing.

     "AUTHORIZED NEWSPAPER" means a newspaper, printed in the English 
language or in an official language of the country of publication, 
customarily published on each Business Day, whether or not published on 
Saturdays, Sundays or holidays, and of general circulation in each place in 
connection with which the term is used or in the financial community of each 
such place.  Whenever successive publications are required to be made in 
Authorized Newspapers, the successive publications may be made in the same or 
in different Authorized Newspapers in the same city meeting the foregoing 
requirements and in each case on any Business Day.

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

     "BOARD OF DIRECTORS" or "BOARD" means, with respect to any matter, 
either the board of directors of the Company or any committee of such board 
duly authorized, with respect to such matter, to exercise the powers of such 
board.

     "BUSINESS DAY" means each day of the year on which banking institutions 
in The City of New York are not required or authorized to close.

                                       1


     "CAPITALIZED LEASE OBLIGATIONS" of any person means the obligations of 
such person to pay rent or other amounts under a lease that is required to be 
capitalized for financial reporting purposes in accordance with GAAP, and the 
amount of such obligation shall be the capitalized amount thereof determined 
in accordance with GAAP.

     "CAPITAL STOCK" for any corporation means any and all shares, interests, 
rights to purchase, warrants, options, participations or other equivalents of 
or interests in (however designated) capital stock issued by that corporation.

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

     "COMMON STOCK" means the Common Stock, no par value per share, of the 
Company as it exists on the date of this Indenture or any other shares of 
capital stock of the Company into which such common stock shall be 
reclassified or changed.

     "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.

     "COMPANY REQUEST" or "COMPANY ORDER" means a written request or order 
signed in the name of the Company by either of its Chairman or Vice Chairman 
of the Board, its President, any Vice President, its Treasurer, or any 
Assistant Treasurer, and by its Secretary or an Assistant Secretary, and 
delivered to the Trustee.

     "CONSOLIDATED NET ASSETS" means the total amount of assets of the 
Company and its Subsidiaries (less applicable depreciation, amortization and 
other valuation reserves), after deducting therefrom all current liabilities 
of the Company and its Subsidiaries (other than intercompany liabilities and 
the current portion of long-term debt and Capitalized Lease Obligations), all 
as set forth on the latest consolidated balance sheet of the Company prepared 
in accordance with GAAP.

     "CONSOLIDATED SUBSIDIARY" means, at any date, any Subsidiary the 
accounts of which are consolidated with those of the Company as of such date 
for public financial reporting purposes.

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

- -TM- Trademark of Merrill Lynch & Co., Inc.


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

     "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.

     "GAAP" means generally accepted accounting principles in the United 
States as in effect on the date hereof.

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

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

     "INDENTURE" means this Indenture as amended or supplemented from time to 
time in accordance with the terms hereof, including the provisions of the TIA 
that are deemed to be a part hereof.

     "ISSUE DATE" of any Security means the date on which the Security was 
originally issued or deemed issued as set forth on the face of the Security.

     "ISSUE PRICE" of any Security means, in connection with the original 
issuance of such Security, the initial issue price at which the Security is 
sold as set forth on the face of the Security.

     "OFFICER" means either Chairman or Vice Chairman of the Board, the 
President, any Vice President, the Treasurer, the Secretary, any Assistant 
Treasurer or Assistant Secretary of the Company.

     "OFFICERS' CERTIFICATE" means a written certificate containing the 
information specified in Sections 11.04 and 11.05, (i) signed in the name of 
the Company by either its Chairman of the Board, Vice Chairman of the Board, 
President, any Vice President, Treasurer, any Assistant Treasurer, 
Controller, or any Assistant Controller, and (ii) attested to by its 
Secretary or any Assistant Secretary, and delivered to the Trustee.

                                       3


     "OPINION OF COUNSEL" means a written opinion containing the information 
specified in Sections 11.04 and 11.05, if applicable, rendered by legal 
counsel who may be (i) an employee of, or counsel to, the Company or (ii) 
other counsel designated by the Company and reasonably acceptable to the 
Trustee.

     "ORIGINAL ISSUE DISCOUNT" of any Security means the difference between 
the Issue Price and the Principal Amount of the Security as set forth on the 
face of the Security.

     "PERSON" means any individual, corporation, partnership, joint venture, 
association, joint-stock company, trust, unincorporated organization or 
government or any agency or political subdivision thereof.

     "PRINCIPAL" or "PRINCIPAL AMOUNT" of a Security means the principal 
amount due at the Stated Maturity of the Security as set forth on the face of 
the Security.

     "PRINCIPAL PROPERTY" means (i) a parcel of improved or unimproved real 
estate or other physical facility or depreciable asset of the Company or a 
Subsidiary, the net book value of which on the date of determination exceeds 
2% of Consolidated Net Assets and (ii) any group of parcels of real estate, 
other physical facilities, and/or depreciable assets of the Company and/or 
its Subsidiaries, the net book value of which, when sold in one or a series 
of related Sale and Lease-Back Transactions or securing debt issued in 
respect of such Principal Properties, on the date of determination exceeds 2% 
of the Consolidated Net Assets.  For purposes of the foregoing, "related Sale 
and Lease-back Transactions" refers to any two or more such contemporaneous 
transactions which are on substantially similar terms with substantially the 
same parties.

     "REDEMPTION DATE" or "REDEMPTION DATE" shall mean the date specified for 
redemption of any of the Securities in accordance with the terms of the 
Securities and this Indenture.

     "REDEMPTION PRICE" or "REDEMPTION PRICE" shall have the meaning set 
forth in paragraph 5 of the Securities.

     "SALE AND LEASE-BACK TRANSACTIONS" means any arrangement with any lessor 
(other than the Company), providing for the leasing to the Company for a 
period of more than three years (including renewals at the option of the 
lessee) of any Principal Property that has been or is to be sold or 
transferred by the Company to such lessor or to any other person, to which 
funds have been or are to be advanced by such lessor or other person on the 
security of the leased property.

     "SALE PRICE" of a single share of Common Stock on any date means the 
closing per share sale price (or if no closing sale price is reported, the 
average of the bid and ask prices or, if more than one in either case the 
average of the average bid and the average ask prices) on such date as 
reported in composite transactions for the principal United States securities 
exchange on which 

                                       4


the Common Stock is traded or, if the Common Stock is not listed on a United 
States national or regional stock exchange, as reported by the National 
Association of Securities Dealers Automated Quotation System.

     "SEC" means the Securities and Exchange Commission.

     "SECURITIES" or "SECURITY" means any of the Company's Liquid Yield 
OptionTM Notes due 2018 (Zero Coupon -- Senior), as amended or supplemented 
from time to time in accordance with the terms hereof, issued under this 
Indenture.

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

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

     "STATED MATURITY", when used with respect to any Security, means the 
date specified in such Security as the fixed date on which the Principal of 
such Security is due and payable.

     "SUBSIDIARY" means (i) a corporation, a majority of whose Capital Stock 
with voting power, under ordinary circumstances, to elect directors is, at 
the date of determination, directly or indirectly owned by the Company, by 
one or more subsidiaries of the Company or by the Company and one or more 
subsidiaries of the Company, (ii) a partnership in which the Company or a 
subsidiary of the Company holds a majority interest in the equity capital or 
profits of such partnership, or (iii) any other person (other than a 
corporation) in which the Company, a subsidiary of the Company or the Company 
and one or more subsidiaries of the Company, directly or indirectly, at the 
date of determination, has (x) at least a majority ownership interest or (y) 
the power to elect or direct the election of a majority of the directors or 
other governing body of such person.

     "TIA" means the Trust Indenture Act of 1939, as amended by the Trust 
Indenture Reform Act of 1990, and as in effect on the date of this Indenture, 
except as provided in Section 9.03.

     "TRADING DAY" means each day on which the securities exchange or 
quotation system which is used to determine the Sale Price is open for 
trading or quotation.

     "TRUST OFFICER" means any officer of the Trustee assigned by the Trustee 
to administer its corporate trust matters.

                                       5


     "TRUSTEE" means the party named as the "Trustee" 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.      
"ZELL/CHILMARK" means Zell/Chilmark Fund L.P. and any person who controls, is 
controlled by or is under common control with Zell/Chilmark; 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.

     SECTION 1.02.  OTHER DEFINITIONS.



                                                                      Defined in
     TERM                                                               Section 
     ----                                                               -------
                                                                   
"AGENT MEMBERS". . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.01(a)
"ASSOCIATE". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.09(a)
"AVERAGE SALE PRICE" . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.01
"BENEFICIAL OWNER" . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.09(a)
"CHANGE IN CONTROL". . . . . . . . . . . . . . . . . . . . . . . . . . . 3.09(a)
"CHANGE IN CONTROL PURCHASE DATE". . . . . . . . . . . . . . . . . . . . 3.09(a)
"CHANGE IN CONTROL PURCHASE NOTICE". . . . . . . . . . . . . . . . . . . 3.09(c)
"CHANGE IN CONTROL PURCHASE PRICE" . . . . . . . . . . . . . . . . . . . 3.09(a)
"COMPANY NOTICE" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.08(e)
"COMPANY NOTICE DATE". . . . . . . . . . . . . . . . . . . . . . . . . . 3.08(e)
"CONVERSION AGENT" . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2.03
"CONVERSION DATE". . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.02
"CONVERSION RATE". . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.01
"DTC". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2.03
"EVENT OF DEFAULT" . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6.01
"EXCHANGE ACT" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.08(d)
"EX-DIVIDEND TIME" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.01
"EXTRAORDINARY CASH DIVIDEND". . . . . . . . . . . . . . . . . . . . . . . 10.08
"LEGAL HOLIDAY". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.08
"MARKET PRICE" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.08(d)
"NOTICE OF DEFAULT". . . . . . . . . . . . . . . . . . . . . . . . . . . . .6.01
"OPTION" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2.02
"PAYING AGENT" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2.03
"PURCHASE DATE". . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.08(a)
"PURCHASE NOTICE". . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.08(a)
"PURCHASE PRICE" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.08(a)
"REGISTRAR". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2.03
"SECURITIES ACT" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.08(d)

                                       6


"TIME OF DETERMINATION". . . . . . . . . . . . . . . . . . . . . . . . . . 10.01


     SECTION 1.03.  INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.  
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 SECURITY HOLDER" means 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.

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

     SECTION 1.04.  RULES OF CONSTRUCTION.  Unless the context otherwise 
requires:

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

          (2)  an accounting term not otherwise defined has the meaning 
     assigned to it in accordance with generally accepted accounting 
     principles as in effect from time to time in The United States of 
     America;

          (3)  "or" is not exclusive;

          (4)  "including" means including, without limitation; and

          (5)  words in the singular include the plural, and words in the 
     plural include the singular.

                                       7

                                       
                                    ARTICLE 2
                                        
                                 THE SECURITIES


     SECTION 2.01.  FORM AND DATING.  The Securities and the Trustee's 
certificate of authentication shall be substantially in the form of Exhibit 
A, which is a part of this Indenture.  The Securities may have notations, 
legends or endorsements required by law, stock exchange rule or usage 
(provided that any such notation, legend or endorsement required by usage is 
in a form acceptable to the Company and the Trustee).  Each Security shall be 
dated the date of its authentication.

     The Securities are being offered and sold by the Company pursuant to a 
Purchase Agreement, dated February 3, 1998, between the Company and Merrill 
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (the 
"Purchase Agreement").

     SECTION 2.02.  EXECUTION AND AUTHENTICATION.  The Securities shall be 
executed by the Company by either of its Chairman or Vice Chairman of the 
Board, its President or one of its Vice Presidents, under its corporate seal 
reproduced thereon attested by its Secretary or one of its Assistant 
Secretaries.  The signature of any of these officers on the Securities may be 
manual or facsimile.

     Securities bearing the manual or facsimile signatures of individuals who 
were at any time the proper Officers of the Company shall bind the Company, 
notwithstanding that such individuals or any of them have ceased to hold such 
offices prior to the authentication and delivery of such Securities or did 
not hold such offices at the Issue Date of such Securities.

     No Security shall be entitled to any benefit under this Indenture or be 
valid or obligatory for any purpose unless there appears on such Security a 
certificate of authentication substantially in the form provided for herein 
duly executed by the Trustee by manual signature of an authorized signatory, 
and such certificate upon any Security shall be conclusive evidence, and the 
only evidence, that such Security has been duly authenticated and delivered 
hereunder.

     The Trustee shall authenticate and deliver Securities for original issue 
in an aggregate Principal Amount of up to $383,573,000 upon a Company Order 
without any further action by the Company; PROVIDED, HOWEVER, that in the 
event that the Company sells any Securities pursuant to the option (the 
"OPTION") granted pursuant to Section 2 of the Purchase Agreement, then the 
Trustee shall authenticate and deliver Securities for original issue in an 
aggregate Principal Amount of up to $383,573,000 plus up to $43,344,000 
aggregate Principal Amount of 

                                       8


Securities sold pursuant to the Option upon a Company Order.  The aggregate 
Principal Amount of Securities outstanding at any time may not exceed the 
amount set forth in the foregoing sentence, subject to the proviso set forth 
therein, except as provided in Section 2.07.

     The Securities shall be issued only in registered form without coupons 
and only in denominations of $1,000 Principal Amount and only integral 
multiples thereof.

     SECTION 2.03.  REGISTRAR, PAYING AGENT AND CONVERSION AGENT.  The 
Company shall maintain an office or agency where Securities may be presented 
for registration of transfer or for exchange ("REGISTRAR"), an office or 
agency where Securities may be presented for purchase or payment ("PAYING 
AGENT") and an office or agency where Securities may be presented for 
conversion ("CONVERSION 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, one or more additional paying agents and one or more 
additional conversion agents.  The term Paying Agent includes any additional 
paying agent.  The term Conversion Agent includes any additional conversion 
agent.

     The Company shall enter into an appropriate agency agreement with any 
Registrar, Paying Agent, Conversion Agent or co-registrar other than the 
Trustee.  The agreement shall implement the provisions of this Indenture that 
relate to such agent.  The Company shall notify the Trustee and the Holders 
of the name and address of any such agent and of any change in the office or 
agency referred to in Section 4.05.  If the Company fails to maintain a 
Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such 
and shall be entitled to appropriate compensation therefor pursuant to 
Section 7.06.  The Company or any Subsidiary or an Affiliate of either of 
them may act as Paying Agent, Registrar, Conversion Agent or co-registrar.

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

     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.

     SECTION 2.04.  PAYING AGENT TO HOLD MONEY AND SECURITIES IN TRUST.  In 
accordance with Section 4.05 and except as otherwise provided herein, prior 
to 12:00 noon, New York City time, or on each due date of payments in respect 
of any Security, the Company shall deposit with the Paying Agent a sum of 
money or, if permitted by the terms hereof, securities sufficient to make 
such payments when so becoming due.  The Company shall require each Paying 
Agent (other than the Trustee) to agree in writing that the Paying Agent 
shall hold in trust for the benefit of Securityholders or the Trustee all 
money and securities held by the Paying Agent for the 

                                       9


making of payments in respect of the Securities and shall notify the Trustee 
of any default by the Company in making any such payment.  At any time during 
the continuance of any default by the Company in making any payments in 
respect of the Securities, the Paying Agent shall, upon the written request 
of the Trustee, forthwith pay to the Trustee all money and securities so held 
in trust.  If the Company, a Subsidiary or an Affiliate of any of them acts 
as Paying Agent, it shall segregate the money and securities held by it as 
Paying Agent and hold it as a separate trust fund.  The Company at any time 
may require a Paying Agent to pay all money and securities held by it to the 
Trustee and to account for any money and securities disbursed by it. Upon 
doing so, the Paying Agent shall have no further liability for the money and 
securities.

     SECTION 2.05.  SECURITYHOLDER LISTS.  The Trustee shall preserve in as 
current a form as is reasonably practicable the most recent list available to 
it of the names and addresses of Securityholders.  If the Trustee is not the 
Registrar, the Company shall furnish or cause to be furnished to the Trustee 
(i) at least semiannually on June 1 and December 1 a list of the names and 
addresses of Securityholders dated within 15 days of the date on which the 
list is furnished and (ii) at such other times as the Trustee may request in 
writing a list, in such form and as of such date as the Trustee may 
reasonably require, of the names and addresses of Securityholders.

     SECTION 2.06.  TRANSFER AND EXCHANGE.

     (a)  TRANSFER AND EXCHANGE OF DEFINITIVE SECURITIES.  Upon surrender for 
registration of transfer of any Definitive Security, together with a written 
instrument of transfer satisfactory to the Trustee duly executed by the 
Securityholder or such Securityholder's attorney duly authorized in writing, 
at the office or agency of the Company designated as Registrar or 
co-registrar pursuant to Section 2.03 or at the office or agency referred to 
in Section 4.05, the Company shall execute, and the Trustee shall 
authenticate and deliver, in the name of the designated transferee or 
transferees, one or more new Definitive Securities of any authorized 
denomination or denominations, of a like aggregate Principal Amount.  The 
Company shall not charge a service charge for any registration of transfer or 
exchange, but the Company may require payment of a sum sufficient to pay all 
taxes, assessments or other governmental charges that may be imposed in 
connection with the transfer or exchange of the Definitive Securities from 
the Securityholder requesting such transfer or exchange (other than any 
exchange of a temporary Security for a Definitive Security not involving any 
change in ownership).

     (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 repre-

                                       10


sented by the Global Security, then the Registrar shall cancel such 
Definitive Security and cause, or direct the Securities Custodian to cause, 
in accordance with the standing instructions and procedures existing between 
the Depositary and the Securities Custodian, the aggregate principal amount 
of Securities represented by the Global Security to be increased accordingly. 
If no Global Securities are then outstanding, the Company shall issue and the 
Trustee shall authenticate a new Global Security in the appropriate principal 
amount.

     (c)  TRANSFER AND EXCHANGE OF GLOBAL SECURITIES.  The transfer and 
exchange of Global Securities or beneficial interests therein shall be 
effected through the 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, upon receipt of an 
     authentication order in the form of an Officers' Certificate, the 
     Trustee or the Trustee's authenticating agent will authenticate and 
     deliver to the transferee a Definitive Security.

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

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

                                       11


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

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

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

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

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

     (h)  OBLIGATIONS WITH RESPECT TO TRANSFERS AND EXCHANGES.  At the option 
of the Holder, Securities may be exchanged for other Securities of any 
authorized denomination or denominations, of a like aggregate Principal 
Amount, upon surrender of the Securities to be exchanged, together with a 
written instrument of transfer satisfactory to the Registrar duly executed by 
the Securityholder or such Securityholder's attorney duly authorized in 
writing, at such office or agency.  Whenever any Securities are so 
surrendered for exchange, the Company shall execute, and the Trustee shall 
authenticate and deliver, the Securities which the Holder making the exchange 
is entitled to receive.

     The Company shall not be required to make, and the Registrar need not 
register, transfers or exchanges of (a) Definitive Securities selected for 
redemption (except, in the case of Securities to be redeemed in part, the 
portion thereof not to be redeemed), (b) any Securities in respect of which a 
Purchase Notice or a Change in Control Purchase Notice has been given and not 
withdrawn by the Holder thereof in accordance with the terms of this 
Indenture (except, in the case of Securities to be purchased in part, the 
portion thereof not to be purchased) or (c) any Securities for a period of 15 
days before the mailing of a notice of redemption.

                                       12


     Successive registrations and registrations of transfers and exchanges as 
aforesaid may be made from time to time as desired, and each such 
registration shall be noted on the register for the Securities.

     Any Registrar appointed pursuant to Section 2.03 hereof shall provide to 
the Trustee such information as the Trustee may reasonably require in 
connection with the delivery by such Registrar of Securities upon transfer or 
exchange of Securities.

     No Registrar shall be required to make registrations of transfer or 
exchange of Securities during any periods designated in the text of the 
Securities or in this Indenture as periods during which such registration of 
transfers and exchanges need not be made.

     SECTION 2.07.  REPLACEMENT SECURITIES.  If (a) any mutilated Security is 
surrendered to the Company or the Trustee, or (b) the Company and the Trustee 
receive evidence to their satisfaction of the destruction, loss or theft of 
any Security, and there is delivered to the Company and the Trustee such 
security or indemnity as may be required by them to save each of them 
harmless, then, in the absence of notice to the Company or the Trustee that 
such Security has been acquired by a BONA FIDE purchaser, the Company shall 
execute, and upon its written request the Trustee shall authenticate and 
deliver, in exchange for any such mutilated Security or in lieu of any such 
destroyed, lost or stolen Security, a new Security of like tenor and 
Principal Amount, bearing a number not contemporaneously outstanding.

     In case any such mutilated, destroyed, lost or stolen Security has 
become or is about to become due and payable, or is about to be purchased by 
the Company pursuant to Article 3 hereof, the Company in its discretion may, 
instead of issuing a new Security, pay or purchase such Security, as the case 
may be.

     Upon the issuance of any new Securities under this Section, the Company 
may require the payment of a sum sufficient to cover any tax or other 
governmental charge that may be imposed in relation thereto and any other 
expenses (including the fees and expenses of the Trustee) in connection 
therewith.

     Every new Security issued pursuant to this Section in lieu of any 
mutilated, destroyed, lost or stolen Security shall constitute an original 
additional contractual obligation of the Company, whether or not the 
destroyed, lost or stolen Security shall be at any time enforceable by 
anyone, and shall be entitled to all benefits of this Indenture equally and 
proportionately with any and all other Securities duly issued hereunder.

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

                                       13


     SECTION 2.08.  OUTSTANDING SECURITIES; DETERMINATIONS OF HOLDERS' ACTION. 
Securities outstanding at any time are all the Securities authenticated by the
Trustee (including any Security represented by a Global Security) except for
those cancelled by it, those delivered to it for cancellation, mutilated,
destroyed, lost or stolen Securities for which the Trustee has authenticated and
delivered a new Security in lieu therefor pursuant to Section 2.07, those paid
pursuant to Section 2.07, those reductions in the interest in a Global Security
effected by the Registrar hereunder and those described in this Section 2.08 as
not outstanding.  A Security does not cease to be outstanding because the
Company or an Affiliate thereof holds the Security; PROVIDED, HOWEVER, that in
determining whether the Holders of the requisite Principal Amount of Securities
have given or concurred in any request, demand, authorization, direction,
notice, consent or waiver hereunder, Securities owned by the Company or any
other obligor upon the Securities or any Affiliate of the Company or such other
obligor shall be disregarded and deemed not to be outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Securities which a Trust Officer of the Trustee actually knows to be so owned
shall be so disregarded.  Subject to the foregoing, only Securities outstanding
at the time of such determination shall be considered in any such determination
(including, without limitation, determinations pursuant to Articles 6 and 9).

     If a Security is replaced pursuant to Section 2.07, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

     If the Paying Agent holds, in accordance with this Indenture, on a
Redemption Date, or on the Business Day following a Purchase Date or a Change in
Control Purchase Date, or on Stated Maturity, money or, if permitted by the
terms hereof including, without limitation, Section 3.08, securities sufficient
to pay the Securities payable on that date, then on and after that date such
Securities shall cease to be outstanding and Original Issue Discount and
interest, if any, on such Securities shall cease to accrue and all other rights
of the Holder shall terminate (other than the right to receive the applicable
Redemption Price, Purchase Price or Change in Control Purchase Price, as the
case may be, upon delivery of the Security in accordance with the terms of this
Indenture); PROVIDED, that if such Securities are to be redeemed, notice of such
redemption has been duly given pursuant to this Indenture or provision therefor
satisfactory to the Trustee has been made.

     If a Security is converted in accordance with Article 10, then from and
after the Conversion Date such Security shall cease to be outstanding and
Original Issue Discount and interest, if any, shall cease to accrue on such
Security.

     SECTION 2.09.  TEMPORARY SECURITIES.  Pending the preparation of definitive
Securities, the Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Securities which are printed, lithographed,
typewritten, mimeographed


                                      14




or otherwise produced, in any authorized denomination, substantially of the 
tenor of the definitive Securities in lieu of which they are issued and with 
such appropriate insertions, omissions, substitutions and other variations as 
the Officers executing such Securities may determine, as conclusively 
evidenced by their execution of such Securities.

     If temporary Securities are issued, the Company will cause definitive
Securities to be prepared without unreasonable delay.  After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities at the office
or agency of the Company designated for such purpose pursuant to Section 2.03 or
4.05, without charge to the Holder.  Upon surrender for cancellation of any one
or more temporary Securities the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like Principal Amount of
definitive Securities of authorized denominations.  Until so exchanged the
temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities.

     SECTION 2.10.  CANCELLATION.  All Securities surrendered for payment,
redemption or purchase by the Company pursuant to Article 3, conversion pursuant
to Article 10, registration of transfer or exchange shall, if surrendered to any
person other than the Trustee, be delivered to the Trustee and shall be promptly
cancelled by it.  The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and all Securities
so delivered shall be promptly cancelled by the Trustee.  The Company may not
issue new Securities to replace Securities it has paid or delivered to the
Trustee for cancellation or that any Holder has converted pursuant to Article
10.  No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section, except as expressly permitted
by this Indenture.  All cancelled Securities held by the Trustee shall be
delivered to the Company.

     SECTION 2.11.  CUSIP NUMBERS.  The Company in issuing the Securities may
use "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall
use "CUSIP" numbers in notices of redemption as a convenience to Holders;
PROVIDED that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers.  The Company will
promptly notify the Trustee of any change in the "CUSIP" numbers.


                                      15





                                    ARTICLE 3
                                        
                            REDEMPTION AND PURCHASES


     SECTION 3.01.  RIGHT TO REDEEM; NOTICES TO TRUSTEE.  The Company, at its
option, may redeem the Securities for cash in accordance with the provisions set
forth in paragraphs 5 and 7 of the Securities.  If the Company elects to redeem
Securities pursuant to paragraph 5 of the Securities, it shall notify the
Trustee in writing of the Redemption Date, the Principal Amount of Securities to
be redeemed and the Redemption Price.

     The Company shall give the notice to the Trustee provided for in this
Section 3.01 at least 45 days but not more than 60 days before the Redemption
Date (unless a shorter notice shall be satisfactory to the Trustee).  If fewer
than all the Securities are to be redeemed, the record date relating to such
redemption shall be selected by the Company and given to the Trustee, which
record date shall not be less than ten days after the date of notice to the
Trustee.

     SECTION 3.02.  SELECTION OF SECURITIES TO BE REDEEMED.  If less than all
the Securities are to be redeemed, the Trustee shall select the Securities to be
redeemed by lot or by any other method the Trustee considers fair and
appropriate (so long as such method is not prohibited by the rules of any stock
exchange on which the Securities are then listed).  The Trustee shall make the
selection at least 30 but not more than 60 days before the Redemption Date from
outstanding Securities not previously called for redemption.  The Trustee may
select for redemption portions of the Principal Amount of Securities that have
denominations larger than $1,000.  Securities and portions of them the Trustee
selects shall be in Principal Amounts of $1,000 or an integral multiple of
$1,000.  Provisions of this Indenture that apply to Securities called for
redemption also apply to portions of Securities called for redemption.  The
Trustee shall notify the Company promptly of the Securities or portions of
Securities to be redeemed.

     If any Security selected for partial redemption is thereafter surrendered
for conversion in part before termination of the conversion right with respect
to the portion of the Security so selected, the converted portion of such
Security shall be deemed (so far as may be), solely for purposes of determining
the aggregate Principal Amount of Securities to be redeemed by the Company, to
be the portion selected for redemption.  Securities that have been converted
during a selection of Securities to be redeemed may be treated by the Trustee as
outstanding for the purpose of such selection.  Nothing in this Section 3.02
shall affect the right of any Holder to convert any Security pursuant to Article
10 before the termination of the conversion right with respect thereto.


                                      16




     SECTION 3.03.  NOTICE OF REDEMPTION.  At least 30 days but not more than 60
days before a Redemption Date, the Trustee, in the name and at the expense of
the Company, shall cause notice of redemption to be mailed, first-class postage
prepaid, to each Holder of Securities to be redeemed at his address as it
appears on the list of Securityholders maintained pursuant to Section 2.05.  At
the Company's written request, the Trustee shall, in the name and at the expense
of the Company, cause a similar notice to be published at least once in an
Authorized Newspaper in each place of payment. 

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

          (1)  the Redemption Date (upon which the Redemption Price shall be
     paid);

          (2)  the Redemption Price;

          (3)  the Conversion Rate;

          (4)  the name and address of the Paying Agent and Conversion Agent and
     of the office or agency referred to in Section 4.05;

          (5)  that Securities called for redemption may be converted at any
     time before the close of business on the Redemption Date;

          (6)  that Holders who want to convert Securities must satisfy the
     requirements set forth in paragraph 8 of the Securities;

          (7)  that Securities called for redemption must be surrendered to the
     Paying Agent or at the office or agency referred to in Section 4.05 to
     collect the Redemption Price;

          (8)  the CUSIP number of the Securities;

          (9)  if fewer than all the outstanding Securities are to be redeemed,
     the certificate numbers and Principal Amounts of the particular Securities
     to be redeemed; and

         (10)  that, unless the Company defaults in payment of the Redemption
     Price, Original Issue Discount on Securities called for redemption and
     interest, if any, will cease to accrue on and after the Redemption Date.

     At the Company's written request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense, provided that the
Company makes such request at least three Business Days prior to such notice of
redemption.


                                      17




     SECTION 3.04.  EFFECT OF NOTICE OF REDEMPTION.  Once notice of redemption
is given, Securities called for redemption become due and payable on the
Redemption Date stated in the notice and at the Redemption Price therefor except
for Securities that are converted in accordance with the terms of this
Indenture.  Upon the later of the Redemption Date and the date such Securities
are surrendered to the Paying Agent or at the office or agency referred to in
Section 4.05, such Securities called for redemption shall be paid at the
Redemption Price therefor.

     SECTION 3.05.  DEPOSIT OF REDEMPTION PRICE.  On or prior to 10:00 a.m. on
the Redemption Date, the Company shall deposit with the Paying Agent (or if the
Company or a Subsidiary or an Affiliate of either of them is the Paying Agent,
shall segregate and hold in trust) money sufficient to pay the Redemption Price
of all Securities to be redeemed on that date other than Securities or portions
of Securities called for redemption which prior thereto have been delivered by
the Company to the Trustee for cancellation.  The Paying Agent shall as promptly
as practicable return to the Company any money, with interest, if any, thereon
(subject to the provisions of Section 7.01(f)), not required for that purpose
because of conversion of Securities pursuant to Article 10.  If such money is
then held by the Company or a Subsidiary or an Affiliate of the Company in trust
and is not required for such purpose it shall be discharged from such trust.

     SECTION 3.06.  SECURITIES REDEEMED IN PART.  Upon surrender of a Security
that is redeemed in part, the Company shall execute, and the Trustee shall
authenticate and deliver to the Holder, a new Security in an authorized
denomination equal in Principal Amount to the unredeemed portion of the Security
surrendered.

     SECTION 3.07.  CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION.  In
connection with any redemption of Securities, the Company may arrange, in lieu
of redemption, for the purchase and conversion of any Securities called for
redemption by an agreement with one or more investment bankers or other
purchasers to purchase all or a portion of such Securities by paying to the
Trustee in trust for the Securityholders whose Securities are to be so
purchased, on or before the close of business on the Redemption Date, an amount
that, together with any amounts deposited with the Trustee by the Company for
redemption of such Securities, is not less than the Redemption Price, together
with interest, if any, accrued to the Redemption Date, of such Securities. 
Notwithstanding anything to the contrary contained in this Article 3, the
obligation of the Company to pay the Redemption Price of such Securities,
including all accrued interest, if any, shall be deemed to be satisfied and
discharged to the extent such amount is so paid by such purchasers, but no such
agreement shall relieve the Company of its obligation to pay such Redemption
Price and interest, if any.  If such an agreement is entered into, any
Securities not duly surrendered for conversion by the Holders thereof may, at
the option of the Company, be deemed, to the fullest extent permitted by law,
acquired by such purchasers from such Holders and (notwithstanding anything to
the contrary contained in Article 10) surrendered by such purchasers for
conversion, all as of immediately prior to the close of business on the
Redemption Date, subject to payment of the above amount as aforesaid.  The
Trustee shall hold and pay to the 


                                      18




Holders whose Securities are selected for redemption any such amount paid to 
it for purchase and conversion in the same manner as it would moneys 
deposited with it by the Company for the redemption of Securities.  Without 
the Trustee's prior written consent, no arrangement between the Company and 
such purchasers for the purchase and conversion of any Securities shall 
increase or otherwise affect any of the powers, duties, responsibilities or 
obligations of the Trustee as set forth in this Indenture, and the Company 
agrees to indemnify the Trustee from, and hold it harmless against, any loss, 
liability or expense arising out of or in connection with any such 
arrangement for the purchase and conversion of any Securities between the 
Company and such purchasers, including the costs and expenses incurred by the 
Trustee in the defense of any claim or liability arising out of or in 
connection with the exercise or performance of any of its powers, duties, 
responsibilities or obligations under this Indenture.

     SECTION 3.08.  PURCHASE OF SECURITIES AT THE OPTION OF THE HOLDER.

     (a)  GENERAL.  Securities shall be purchased by the Company pursuant to
paragraph 6 of the Securities as of February 9, 2003, February 9, 2008 and
February 9, 2013 (each, a "PURCHASE DATE"), at the purchase price specified
therein (each, a "PURCHASE PRICE"), at the option of the Holder thereof, upon:

          (1)  delivery to the Paying Agent or to the office or agency referred
     to in Section 4.05 by the Holder of a written notice of purchase (a
     "PURCHASE NOTICE") at any time from the opening of business on the date
     that is 20 Business Days prior to a Purchase Date until the close of
     business on such Purchase Date stating:

               (A)  the certificate number of the Security that the Holder will
          deliver to be purchased;

               (B)  the portion of the Principal Amount of the Security which
          the Holder will deliver to be purchased, which portion must be $1,000
          or an integral multiple thereof;

               (C)  that such Security shall be purchased on the Purchase Date
          pursuant to the terms and conditions specified in this Indenture and
          in paragraph 6 of the Securities; and

               (D)  if the Company elects pursuant to Section 3.08(b) to pay the
          Purchase Price on such Purchase Date, in whole or in part, in shares
          of Common Stock, but such portion of the Purchase Price to be paid in
          Common Stock is ultimately to be paid in cash because any condition in
          Section 3.08(d) is not satisfied, such Holder elects (i) to withdraw
          such Purchase Notice as to some or all of the Securities to which it
          relates (stating the Principal Amount and certificate numbers 


                                      19




          of the Securities as to which such withdrawal shall relate), or 
          (ii) to receive cash in respect of the Purchase Price for all 
          Securities subject to such Purchase Notice; and

          (2)  delivery of such Security prior to, on or after the Purchase Date
     (together with all necessary endorsements) to the Paying Agent at the
     offices of the Paying Agent or to the office or agency referred to in
     Section 4.05, such delivery being a condition to receipt by the Holder of
     the Purchase Price therefor; PROVIDED, HOWEVER, that such Purchase Price
     shall be so paid pursuant to this Section 3.08 only if the Security so
     delivered conforms in all respects to the description thereof in the
     related Purchase Notice.

     If a Holder, in such Holder's Purchase Notice and in any written notice of
withdrawal delivered by such Holder pursuant to the terms of Section 3.10, fails
to indicate such Holder's choice with respect to the election set forth in
clause (D) of Section 3.08(a)(1) above, such Holder shall be deemed to have
elected to receive cash in respect of the Purchase Price otherwise payable in
Common Stock.

     The Company shall purchase from the Holder thereof, pursuant to this
Section 3.08, a portion of a Security if the Principal Amount of such portion is
$1,000 or an integral multiple of $1,000.  Provisions of this Indenture that
apply to the purchase of all of a Security also apply to the purchase of such
portion of such Security.

     Any purchase by the Company contemplated pursuant to the provisions hereof
shall be consummated by the delivery of the consideration to be received by the
Holder promptly following the later of the Purchase Date and the time of
delivery of the Security.

     Notwithstanding anything herein to the contrary, any Holder delivering to
the Paying Agent or the office or agency referred to in Section 4.05 the
Purchase Notice contemplated by this Section 3.08(a) shall have the right to
withdraw at any time prior to the close of business on the Purchase Date such
Purchase Notice by delivery of a written notice of withdrawal to the Paying
Agent or such office or agency in accordance with Section 3.10.

     The Paying Agent shall promptly notify the Company of the receipt by it of
any Purchase Notice or written notice of withdrawal thereof.

     (b)  COMPANY'S RIGHT TO ELECT MANNER OF PAYMENT OF PURCHASE PRICE.  The
Securities to be purchased pursuant to Section 3.08(a) may be paid for, at the
election of the Company, in cash or Common Stock, or in any combination of cash
and Common Stock, subject to the conditions set forth in this Section 3.08.  The
Company shall designate, in the notice from the Company delivered pursuant to
Section 3.08(e), whether the Company will purchase the Securities for cash or
Common Stock, and, if a combination thereof, the percentages of the 


                                      20



Purchase Price of Securities in respect of which it will pay in cash or 
Common Stock; PROVIDED that the Company will pay cash for fractional 
interests in Common Stock.  For purposes of determining the existence of 
potential fractional interests, all Securities subject to purchase by the 
Company held by a Holder shall be considered together (no matter how many 
separate certificates are to be presented).  Each Holder whose Securities are 
purchased pursuant to this Section 3.08 shall receive the same percentage of 
cash or Common Stock in payment of the Purchase Price for such Securities, 
except (i) as provided in Section 3.08(d) with regard to the payment of cash 
in lieu of fractional shares of Common Stock and (ii) in the event that the 
Company is unable to purchase the Securities of a Holder or Holders for 
Common Stock because any necessary qualifications or registrations of the 
Common Stock under applicable state securities laws cannot be obtained, the 
Company may purchase the Securities of such Holder or Holders for cash.  The 
Company may not change its election with respect to the consideration (or 
components or percentages of components thereof) to be paid once the Company 
has given notice thereof to Securityholders except pursuant to this Section 
3.08(b) or Section 3.08(d).

     At least five Business Days before the Company Notice Date (as defined
below), the Company shall deliver an Officers' Certificate to the Trustee
specifying:

          (i)  the manner of payment selected by the Company;

          (ii)  the information required by Section 3.08(e);

          (iii)  that the conditions to such manner of payment set forth in
          Section 3.08(d) have or will be complied with; and

          (iv)  whether the Company desires the Trustee to give the notice
          required by Section 3.08(e).


     (c)  PURCHASE WITH CASH.  On each Purchase Date, at the option of the
Company, the Principal Amount of the Securities in respect of which a Purchase
Notice pursuant to Section 3.08(a) has been given, or a specified percentage
thereof, may be purchased by the Company with cash equal to the aggregate
Purchase Price of such Securities.

     (d)  PAYMENT BY COMMON STOCK.  On each Purchase Date, at the option of the
Company, the Principal Amount of the Securities in respect of which a Purchase
Notice pursuant to Section 3.08(a) has been given, or a specified percentage
thereof, may be purchased by the Company by the issuance of a number of shares
of Common Stock equal to the quotient obtained by dividing (i) the amount of
cash to which the Securityholders would have been entitled had the Company
elected to pay all or such specified percentage, as the case may be, of the
Purchase Price of such Securities in cash by (ii) the Market Price (as defined
below) of a share of Common Stock, subject to the next succeeding paragraph.


                                      21




     The Company will not issue a fractional share of Common Stock in payment 
of the Purchase Price.  Instead the Company will pay cash for the current 
market value of the fractional share.  The current market value of a fraction 
of a share shall be determined by multiplying the Market Price by such 
fraction and rounding the product to the nearest whole cent, with one-half 
cent being rounded upward.  It is understood that if a Holder elects to have 
more than one Security purchased, the number of shares of Common Stock shall 
be based on the aggregate amount of Securities to be purchased.

     The Company's right to exercise its election to purchase the Securities
pursuant to this Section through the issuance of shares of Common Stock shall be
conditioned upon:

          (i)  the Company's not having given notice of an election to pay
          entirely in cash and its giving of timely notice of election to
          purchase all or a specified percentage of the Securities with Common
          Stock as provided herein;

          (ii)  the registration of the shares of Common Stock to be issued in
          respect of the payment of the Purchase Price under the Securities Act
          of 1933, as amended (the "SECURITIES ACT") and the Securities Exchange
          Act of 1934, as amended (the "EXCHANGE ACT"), in each case if required
          for the initial issuance thereof;

          (iii) any necessary qualification or registration under applicable
          state securities laws or the availability of an exemption from such
          qualification and registration; and

          (iv)  the receipt by the Trustee of an Officers' Certificate and an
          Opinion of Counsel each stating that (A) the terms of the issuance of
          the Common Stock are in conformity with this Indenture and (B) the
          shares of Common Stock to be issued by the Company in payment of the
          Purchase Price in respect of Securities have been duly authorized and,
          when issued and delivered pursuant to the terms of this Indenture in
          payment of the Purchase Price in respect of the Securities, will be
          validly issued, fully paid and nonassessable and shall be free of any
          preemptive rights and any lien or adverse claim (provided that such
          Opinion of Counsel may state that, insofar as it relates to the
          absence of such preemptive rights, liens and adverse claims, it is
          given upon the best knowledge of such counsel), and, in the case of
          such Officers' Certificate, that conditions (i), (ii) and (iii) above
          have been satisfied and, in the case of such Opinion of Counsel, that
          conditions (ii) and (iii) above have been satisfied.


                                      22




     Such Officers' Certificate shall also set forth the number of shares of
Common Stock to be issued for each $1,000 Principal Amount of Securities and the
Sale Price of a share of Common Stock on each of the seven Business Days prior
to the Purchase Date.  The Company may elect to pay in Common Stock only if the
information necessary to calculate the Market Price is reported in THE WALL
STREET JOURNAL or another daily newspaper of national circulation.  If such
conditions are not satisfied prior to or on the Purchase Date and the Company
elected to purchase the Securities pursuant to this Section 3.08 through the
issuance of shares of Common Stock, the Company shall pay, without further
notice, the Purchase Price in cash.

     The "MARKET PRICE" means the average of the Sale Price of the Common Stock
for the five Trading Day period ending on the third Trading Day prior to the
related Purchase Date, appropriately adjusted to take into account the actual
occurrence, during the seven Trading Days preceding such Purchase Date, of any
event described in Section 10.06, 10.07 or 10.08; SUBJECT, HOWEVER, to the
conditions set forth in Sections 10.09 and 10.10.

     (e)  NOTICE OF ELECTION.  The Company shall send notices of its election
(the "COMPANY NOTICE") to purchase with cash or Common Stock or any combination
thereof to the Holders (and to beneficial owners as required by applicable law)
in the manner provided in Section 3.03.  The Company Notice shall be sent to
Holders (and to beneficial owners as required by applicable law) on a date not
less than 20 Business Days prior to the Purchase Date (such date not less than
20 Business Days prior to the Purchase Date being herein referred to as the
"COMPANY NOTICE DATE").  Such notices shall state the manner of payment elected
and shall contain the following information:

     In the event the Company has elected to pay the Purchase Price (or any
specified percentage thereof) with Common Stock, the notice shall:

          (1)  state that each Holder will receive Common Stock with a Market
     Price determined as of a specified date prior to the Purchase Date equal to
     such specified percentage of the Purchase Price of the Securities held by
     such Holder (except for any cash amount to be paid in lieu of fractional
     shares); 

          (2)  set forth the method of calculating the Market Price of the
     Common Stock; and

          (3)  state that because the Market Price of Common Stock will be
     determined prior to the Purchase Date, Holders will bear the market risk
     with respect to the value of the Common Stock to be received from the date
     such Market Price is determined to the Purchase Date.


                                      23




     In any case, each notice shall include a form of Purchase Notice to be
completed by the Securityholder and shall state:

          (i)  the Purchase Price and Conversion Rate;

          (ii)  the name and address of the Paying Agent and the Conversion
          Agent and of the office or agency referred to in Section 4.05;

          (iii)  that Securities as to which a Purchase Notice has been given
          may be converted into Common Stock at any time prior to the close of
          business on the applicable Purchase Date only if the applicable
          Purchase Notice has been withdrawn in accordance with the terms of
          this Indenture;

          (iv)  that Securities must be surrendered to the Paying Agent or to
          the office or agency referred to in Section 4.05 to collect payment;

          (v)  that the Purchase Price for any security as to which a Purchase
          Notice has been given and not withdrawn will be paid promptly
          following the later of the Purchase Date and the time of surrender of
          such Security as described in (iv);

          (vi)  the procedures the Holder must follow to exercise rights under
          Section 3.08 and a brief description of those rights;

          (vii)  briefly, the conversion rights of the Securities and that
          Holders who want to convert Securities must satisfy the requirements
          set forth in paragraph 8 of the Securities; and

          (viii)  the procedures for withdrawing a Purchase Notice (including,
          without limitation, for a conditional withdrawal pursuant to the terms
          of Section 3.08(a)(1)(D) or Section 3.10).

     At the Company's written request, the Trustee shall give such notice in the
Company's name and at the Company's expense; PROVIDED, HOWEVER, that, in all
cases, the text of such notice shall be prepared by the Company.

     Upon determination of the actual number of shares of Common Stock to be
issued for each $1,000 Principal Amount of Securities, the Company will publish
such determination in THE WALL STREET JOURNAL or another daily newspaper of
national circulation and furnish the Trustee with an affidavit of publication.


                                      24




     (f)  COVENANTS OF THE COMPANY.  All shares of Common Stock delivered upon
purchase of the Securities shall be newly issued shares or treasury shares,
shall be duly authorized, validly issued, fully paid and nonassessable and shall
be free from preemptive rights and free of any lien or adverse claim.

     The Company shall use its best efforts to list or cause to have quoted any
shares of Common Stock to be issued to purchase Securities on the principal
national securities exchange or over-the-counter or other domestic market on
which any other shares of the Common Stock are then listed or quoted.  The
Company will promptly inform the Trustee in writing of any such listing.

     (g)  PROCEDURE UPON PURCHASE.  The Company shall deposit cash (in respect
of a cash purchase under Section 3.08(c) or for fractional interests, as
applicable) or shares of Common Stock, or any combination thereof, as
applicable, at the time and in the manner as provided in Section 3.11,
sufficient to pay the aggregate Purchase Price of all Securities to be purchased
pursuant to this Section 3.08.  As soon as practicable after the later of the
Purchase Date and the date such Securities are surrendered to the Paying Agent
or at the office or agency referred to in Section 4.05, the Company shall
deliver to each Holder entitled to receive Common Stock through the Paying Agent
a certificate for the number of full shares of Common Stock issuable in payment
of the Purchase Price and cash in lieu of any fractional interests.  The person
in whose name the certificate for Common Stock is registered shall be treated as
a holder of record of such Common Stock on the Business Day following the
related Purchase Date.  Subject to Section 3.08(d), no payment or adjustment
will be made for dividends on the Common Stock the record date for which
occurred prior to the Purchase Date.

     (h)  TAXES.  If a Holder of a Security is paid in Common Stock, the Company
shall pay any documentary, stamp or similar issue or transfer tax due on such
issue of shares of Common Stock.  However, the Holder shall pay any such tax
which is due because the Holder requests the shares of Common Stock to be issued
in a name other than the Holder's name.  The Paying Agent may refuse to deliver
the certificates representing the Common Stock being issued in a name other than
the Holder's name until the Paying Agent receives a sum sufficient to pay any
tax which will be due, as set forth in an Officers' Certificate, because the
shares of Common Stock are to be issued in a name other than the Holder's name. 
Nothing herein shall preclude any income tax withholding required by law or
regulations.

     SECTION 3.09.  PURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON CHANGE
                    IN CONTROL.

     (a)  If on or prior to February 9, 2003 there shall have occurred a Change
in Control, Securities shall be purchased, at the option of the Holder thereof,
by the Company at the purchase price specified in paragraph 6 of the Securities
(the "CHANGE IN CONTROL PURCHASE PRICE"), on the 


                                      25




date that is 35 Business Days after the occurrence of the Change of Control 
(the "CHANGE IN CONTROL PURCHASE DATE"), subject to satisfaction by or on 
behalf of the Holder of the requirements set forth in Section 3.09(c).

     A "CHANGE IN CONTROL" shall be deemed to have occurred at such time after
the original issuance of the Securities as either of the following events shall
occur:

          (i)  There shall be consummated any consolidation or merger of the
     Company in which the Company is not the continuing or surviving corporation
     or pursuant to which the Common Stock would be converted into cash,
     securities or other property, other than a consolidation or merger of the
     Company in which the holders of Common Stock immediately prior to the
     consolidation or merger have, directly or indirectly, at least a majority
     of the Common Stock of the continuing or surviving corporation immediately
     after such consolidation or merger; or

          (ii)  There is a report filed by any person, including its Affiliates
     and Associates, other than Zell/Chilmark, the Company, any Subsidiary of
     the Company, or any employee benefit plan of either the Company or any
     Subsidiary of the Company, on Schedule 13D or 14D-1 (or any successor
     schedule, form or report) pursuant to the Exchange Act, disclosing that
     such person (for the purposes of this Section 3.09 only, the term "person"
     shall include a "person" within the meaning of Section 13(d)(3) or Section
     14(d)(2) of the Exchange Act or any successor provision to either of the
     foregoing) has become the beneficial owner (as the term "BENEFICIAL OWNER"
     is defined under Rule 13d-3 or any successor rule or regulation promulgated
     under the Exchange Act) of 50% or more of the voting power of the Company's
     Common Stock then outstanding; PROVIDED, HOWEVER, that a person shall not
     be deemed beneficial owner of, or to own beneficially, (A) any securities
     tendered pursuant to a tender or exchange offer made by or on behalf of
     such person or any of such person's Affiliates or Associates until such
     tendered securities are accepted for purchase or exchange thereunder, or
     (B) any securities if such beneficial ownership (1) arises solely as a
     result of a revocable proxy delivered in response to a proxy or consent
     solicitation made pursuant to, and in accordance with, the applicable rules
     and regulations under the Exchange Act, and (2) is not also then reportable
     on Schedule 13D (or any successor schedule, form or report) under the
     Exchange Act. 

     Notwithstanding the foregoing provisions of this Section 3.09, a Change in
Control shall not be deemed to have occurred if at any time the Company, any
Subsidiary, any employee stock ownership plan or any other employee benefit plan
of the Company or any Subsidiary, or any person holding Common Stock for or
pursuant to the terms of any such employee benefit plan files or becomes
obligated to file a report under or in response to Schedule 13D or Schedule
14D-1 (or any successor schedule, form or report) under the Exchange Act
disclosing beneficial ownership by it of shares of Common Stock, whether in
excess of 50% or otherwise.


                                      26




     "ASSOCIATE" shall have the meaning ascribed to such term in Rule 12b-2 of
the General Rules and Regulations under the Exchange Act, as in effect on the
date hereof.

     (b)  Within 15 Business Days after the occurrence of a Change in Control,
(i) the Company shall mail a written notice of such Change in Control by
first-class mail to the Trustee and to each Holder (and to beneficial owners if
required by applicable law) and (ii) the Company shall cause a copy of such
notice to be published in THE WALL STREET JOURNAL or another daily newspaper of
national circulation.  The notice shall include a form of Change in Control
Purchase Notice to be completed by the Securityholder and shall state:

          (1)  the events causing a Change in Control and the date such Change
     in Control is deemed to have occurred for purposes of this Section 3.09;

          (2)  the date by which the Change in Control Purchase Notice pursuant
     to this Section 3.09 must be given;

          (3)  the Change in Control Purchase Date;

          (4)  the Change in Control Purchase Price;

          (5)  the name and address of the Paying Agent and the Conversion Agent
     and the office or agency referred to in Section 4.05;

          (6)  the Conversion Rate and any adjustments thereto;

          (7)  that Securities as to which a Change in Control Purchase Notice
     has been given may be converted into Common Stock (or, in lieu thereof,
     cash, if the Company shall so elect) at any time prior to the close of
     business on the Change of Control Purchase Date only if the Change in
     Control Purchase Notice has been withdrawn by the Holder in accordance with
     the terms of this Indenture;

          (8)  that Securities must be surrendered to the Paying Agent or the
     office or agency referred to in Section 4.05 to collect payment;

          (9)  that the Change in Control Purchase Price for any Security as to
     which a Purchase Notice has been duly given and not withdrawn will be paid
     promptly following the later of the Change in Control Purchase Date and the
     time of surrender of such Security as described in (8);

          (10)  the procedures the Holder must follow to exercise rights under
     this Section 3.09 and a brief description of those rights;


                                      27




          (11)  briefly, the conversion rights of the Securities;  and

          (12)  the procedures for withdrawing a Change in Control Purchase
     Notice.

     (c)  A Holder may exercise its rights specified in Section 3.09(a) upon
delivery of a written notice of purchase (a "CHANGE IN CONTROL PURCHASE NOTICE")
to the Paying Agent or to the office or agency referred to in Section 4.05 at
any time prior to the close of business on the Change in Control Purchase Date,
stating:

          (1)  the certificate number of the Security which the Holder will
     deliver to be purchased;

          (2)  the portion of the Principal Amount of the Security which the
     Holder will deliver to be purchased, which portion must be $1,000 or an
     integral multiple thereof; and

          (3)  that such Security shall be purchased on the Change in Control
     Purchase Date pursuant to the terms and conditions specified in paragraph 6
     of the Securities.

     Receipt of the Security by the Paying Agent prior to, on or after the
Change in Control Purchase Date (together with all necessary endorsements), at
the offices of the Paying Agent or to the office or agency referred to in
Section 4.05 shall be a condition to the receipt by the Holder of the Change in
Control Purchase Price therefor; PROVIDED, HOWEVER, that such Change in Control
Purchase Price shall be so paid pursuant to this Section 3.09 only if the
Security so delivered to the Paying Agent or such office or agency shall conform
in all respects to the description thereof set forth in the related Change in
Control Purchase Notice.

     The Company shall purchase from the Holder thereof, pursuant to this
Section 3.09, a portion of a Security if the Principal Amount of such portion is
$1,000 or an integral multiple of $1,000.  Provisions of this Indenture that
apply to the purchase of all of a Security also apply to the purchase of such
portion of such Security.

     Any purchase by the Company contemplated pursuant to the provisions of this
Section 3.09 shall be consummated by the delivery of the consideration to be
received by the Holder promptly following the later of the Change in Control
Purchase Date and the date such Securities are surrendered to the Paying Agent
or at the office or agency referred to in Section 4.05.

     Notwithstanding anything herein to the contrary, any Holder delivering to
the Paying Agent or to the office or agency referred to in Section 4.05 the
Change in Control Purchase Notice contemplated by this Section 3.09(c) shall
have the right to withdraw such Change in Control Purchase Notice at any time
prior to or on the Change in Control Purchase Date by delivery of a


                                      28




written notice of withdrawal to the Paying Agent or to such office or agency 
in accordance with Section 3.10.

     The Paying Agent shall promptly notify the Company of the receipt by it of
any Change in Control Purchase Notice or written withdrawal thereof.

     SECTION 3.10.  EFFECT OF PURCHASE NOTICE OR CHANGE IN CONTROL PURCHASE
NOTICE.  Upon receipt by the Paying Agent of the Purchase Notice or Change in
Control Purchase Notice specified in Section 3.08(a) or Section 3.09(c), as
applicable, the Holder of the Security in respect of which such Purchase Notice
or Change in Control Purchase Notice, as the case may be, was given shall
(unless such Purchase Notice or Change in Control Purchase Notice is withdrawn
as specified in the following two paragraphs) thereafter be entitled to receive
solely the Purchase Price or Change in Control Purchase Price, as the case may
be, with respect to such Security.  Such Purchase Price or Change in Control
Purchase Price shall be paid to such Holder promptly following the later of (x)
the Business Day following the Purchase Date or the Change in Control Purchase
Date, as the case may be, with respect to such Security (provided the conditions
in Section 3.08(a) or Section 3.09(c), as applicable, have been satisfied) and
(y) the time of delivery of such Security to the Paying Agent or to the office
or agency referred to in Section 4.05 by the Holder thereof in the manner
required by Section 3.08(a) and (g) or Section 3.09(c), as applicable. 
Securities in respect of which a Purchase Notice or Change in Control Purchase
Notice, as the case may be, has been given by the Holder thereof may not be
converted into shares of Common Stock on or after the date of the delivery of
such Purchase Notice or Change in Control Purchase Notice, as the case may be,
unless such Purchase Notice or Change in Control Purchase Notice, as the case
may be, has first been validly withdrawn as specified in the following two
paragraphs.

     A Purchase Notice or Change in Control Purchase Notice, as the case may be,
may be withdrawn by means of a written notice of withdrawal delivered to the
office of the Paying Agent or to the office or agency referred to in Section
4.05 at any time on or prior to the Purchase Date or the Change in Control
Purchase Date, as the case may be, specifying:

          (1)  the certificate number of the Security in respect of which such
     notice of withdrawal is being submitted;

          (2)  the Principal Amount of the Security with respect to which such
     notice of withdrawal is being submitted; and

          (3)  the Principal Amount, if any, of such Security which remains
     subject to the original Purchase Notice or Change in Control Purchase
     Notice, as the case may be, and which has been or will be delivered for
     purchase by the Company.


                                      29




     A written notice of withdrawal of a Purchase Notice may be in the form set
forth in the preceding paragraph or may be in the form of (i) a conditional
withdrawal contained in a Purchase Notice pursuant to the terms of Section
3.08(a)(1)(D) or (ii) a conditional withdrawal containing the information set
forth in Section 3.08(a)(1)(D) and the preceding paragraph and contained in a
written notice of withdrawal delivered to the Paying Agent as set forth in the
preceding paragraph.

     There shall be no purchase of any Securities pursuant to Sections 3.08
(other than through the issuance of Common Stock in payment of the Purchase
Price, including cash in lieu of fractional shares of Common Stock) or 3.09 if
there has occurred (prior to, on or after, as the case may be, the giving, by
the Holders of such Securities, of the required Purchase Notice or Change in
Control Purchase Notice, as the case may be) and is continuing an Event of
Default (other than a default in the payment of the Purchase Price or Change in
Control Purchase Price, as the case may be, with respect to such Securities). 
The Paying Agent will promptly return to the respective Holders thereof any
Securities (x) with respect to which a Purchase Notice or Change in Control
Purchase Notice, as the case may be, has been withdrawn in compliance with this
Indenture, or (y) held by it during the continuance of an Event of Default
(other than a default in the payment of the Purchase Price or Change in Control
Purchase Price, as the case may be, with respect to such Securities) in which
case, upon such return, the Purchase Notice or Change in Control Purchase Notice
with respect thereto shall be deemed to have been withdrawn.

     SECTION 3.11.  DEPOSIT OF PURCHASE PRICE OR CHANGE IN CONTROL PURCHASE
PRICE.  Prior to 3:00 p.m. (local time in The City of New York) on the Business
Day following the Purchase Date or the Change in Control Purchase Date, as the
case may be, the Company shall deposit with the Trustee or with the Paying Agent
(or, if the Company or a Subsidiary or an Affiliate of either of them is acting
as Paying Agent, shall segregate and hold in trust as provided in Section 2.04)
an amount of cash in immediately available funds or securities, if expressly
permitted hereunder, sufficient to pay the aggregate Purchase Price or Change in
Control Purchase Price, as the case may be, of all the Securities or portions
thereof which are to be purchased as of the Purchase Date or Change in Control
Purchase Date, as the case may be.

     SECTION 3.12.  SECURITIES PURCHASED IN PART.  Any Security which is to be
purchased only in part shall be surrendered at the office of the Paying Agent or
the office or agency referred to in Section 4.05 (with, if the Company or the
Trustee so requires, due endorsement, or a written instrument of transfer in
form satisfactory to the Company and the Trustee executed by the Holder or such
Holder's attorney duly authorized in writing) and the Company shall execute and
the Trustee shall authenticate and deliver to the Holder of such Security,
without service charge, a new Security or Securities, of any authorized
denomination as requested by such Holder in aggregate Principal Amount equal to,
and in exchange for, the portion of the Principal Amount of the Security so
surrendered which is not purchased.


                                      30




     SECTION 3.13.  COVENANT TO COMPLY WITH SECURITIES LAWS UPON PURCHASE OF
SECURITIES.  In connection with any offer to purchase or purchase of Securities
under Section 3.08 or 3.09 hereof, the Company shall (i) comply with Rule 13e-4
and Rule 14e-1 under the Exchange Act, if applicable, (ii) file the related
Schedule 13E-4 (or any successor schedule, form or report) under the Exchange
Act, if applicable, and (iii) otherwise comply with all Federal and state
securities laws regulating the offer and delivery of shares of Common Stock upon
purchase of the Securities (including positions of the SEC under applicable
no-action letters) so as to permit the rights and obligations under Sections
3.08 and 3.09 to be exercised in the time and in the manner specified in
Sections 3.08 and 3.09.

     SECTION 3.14.  REPAYMENT TO THE COMPANY.  The Trustee and the Paying Agent
shall return to the Company, upon written request, any cash or shares of Common
Stock, together with interest on such cash as hereinafter provided and dividends
on such shares of Common Stock, if any, (subject to the provisions of Section
7.01(f)) held by them for the payment of a Purchase Price or Change in Control
Purchase Price, as the case may be, of the Securities that remain unclaimed as
provided in paragraph 12 of the Securities; PROVIDED, HOWEVER, that to the
extent that the aggregate amount of cash or shares of Common Stock deposited by
the Company pursuant to Section 3.11 exceeds the aggregate Purchase Price or
Change in Control Purchase Price, as the case may be, of the Securities or
portions thereof to be purchased, then promptly after the Business Day following
the Purchase Date or Change in Control Purchase Date, as the case may be, the
Trustee shall return any such excess to the Company together with interest as
hereinafter provided or dividends, if any, thereon (subject to the provisions of
Section 7.01(f)).  Any cash deposited with the Trustee or with the Paying Agent
pursuant to Section 3.11 hereof, shall be invested by the Trustee or Paying
Agent, as applicable, in short term obligations of, or fully guaranteed by, the
United States of America, or commercial paper rated A-1 or better by Standard
and Poor's Corporation or P-1 or better by Moody's Investors Service, Inc. or
the Dreyfus Cash Management Fund or the American AAdvantage Money Market Fund,
as specifically directed in writing by the Company.  Interest earned on such
investments shall be repaid to the Company pursuant to this Section 3.14. 
Except as provided for in this Section 3.14, the Trustee shall be under no
liability for interest on any money received by it pursuant to this Indenture.


                                    ARTICLE 4

                                    COVENANTS


     SECTION 4.01.  PAYMENT OF SECURITIES.  The Company shall promptly make all
payments in respect of the Securities on the dates and in the manner provided in
the Securities or pursuant to this Indenture.  Principal Amount, Issue Price,
accrued Original Issue Discount, Redemption Price, Purchase Price, Change in
Control Purchase Price and interest, if any, shall 


                                      31




be considered paid on the applicable date due if on such date the Trustee or 
the Paying Agent holds, in accordance with this Indenture, cash or 
securities, if expressly permitted hereunder, sufficient to pay all such 
amounts then due.

     The Company shall, to the extent permitted by law, pay interest on overdue
amounts at the per annum rate of interest set forth in paragraph 1 of the
Securities, compounded semi-annually, which interest on overdue amounts (to the
extent payment of such interest shall be legally enforceable) shall accrue from
the date such overdue amounts were originally due and payable.

     SECTION 4.02.  SEC REPORTS.  The Company shall file with the Trustee,
within 15 days after it files such annual and quarterly reports, information,
documents and other reports with the SEC, copies of its annual and quarterly
reports and of the information, documents and other reports (or copies of such
portions of any of the foregoing as the SEC may by rules and regulations
prescribe) which the Company is required to file with the SEC pursuant to
Section 13 or 15(d) of the Exchange Act (or any such successor provisions
thereto).  In the event the Company is at any time no longer subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act (or any such
successor provisions), it shall continue to provide the Trustee with reports
containing substantially the same information as would have been required to be
filed with the SEC had the Company continued to have been subject to such
reporting requirements, and the Trustee shall make any such reports available to
Securityholders upon request.  In such event, such reports shall be provided at
the times the Company would have been required to provide reports had it
continued to have been subject to such reporting requirements.  The Company also
shall comply with the other provisions of TIA Section 314(a), to the extent such
provisions are applicable.  Delivery of such reports, information and documents
to the Trustee is for informational purposes only and the Trustee's receipt of
such shall not constitute constructive notice of any information contained
therein or determinable from information contained therein, including the
Company's compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers' Certificates).

     SECTION 4.03.  COMPLIANCE CERTIFICATE; NOTICE OF DEFAULTS.  

     (a)  The Company shall deliver to the Trustee within 120 days after the end
of each fiscal year of the Company (beginning with the fiscal year ending on
December 31, 1997) a certificate of the principal executive officer, the
principal financial officer, or principal accounting officer of the Company
stating whether or not, to the knowledge of the signer, the Company has complied
with all conditions and covenants on its part contained in this Indenture and,
if the signer has obtained knowledge of any default by the Company in the
performance, observance or fulfillment of any such condition or covenant,
specifying each such default and the nature thereof.  For the purpose of this
Section 4.03, compliance shall be determined without regard to any grace period
or requirement of notice provided pursuant to the terms of this Indenture.


                                      32




     (b)  The Company shall file with the Trustee written notice of the
occurrence of any Default or Event of Default within five Business Days of its
becoming aware of such Default or Event of Default.

     SECTION 4.04.  FURTHER INSTRUMENTS AND ACTS.  Upon request of the Trustee,
the Company will execute and deliver such further instruments and do such
further acts as may be reasonably necessary or proper to carry out more
effectively the purposes of this Indenture.

     SECTION 4.05.  MAINTENANCE OF OFFICE OR AGENCY.  The Company will maintain
in the Borough of Manhattan, The City of New York, in such location as may be
required by the rules of any securities exchange or quotation system on which
the Securities may from time to time be listed, an office or agency where
Securities may be presented or surrendered for payment, where Securities may be
surrendered for registration of transfer, exchange, purchase, redemption or
conversion and where notices and demands to or upon the Company in respect of
the Securities and this Indenture may be served.  The office of the Trustee in
The City of New York, at which at any particular time its corporate trust
business shall be principally administered, which office on the date hereof is
located at 101 Barclay Street, Floor 21 West, New York, New York 10286, shall be
such office or agency for all of the aforesaid purposes unless the Company shall
maintain some other office or agency for such purposes and shall give prompt
written notice to the Trustee of the location, and any change of location, of
such other office or agency.  If at any time the Company shall fail to maintain
any such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the address of the Trustee set forth in Section 11.02.

     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.

     SECTION 4.06.  CALCULATION OF ORIGINAL ISSUE DISCOUNT.  The Company shall
file with the Trustee promptly following the end of each calendar year a written
notice specifying the amount of original issue discount (including daily rates
and accrual periods) accrued on outstanding Securities as of the end of such
year.


                                      33



                                    ARTICLE 5

                              SUCCESSOR CORPORATION

     SECTION 5.01.  WHEN COMPANY MAY MERGE OR TRANSFER ASSETS.  So long as any
Securities shall be outstanding, the Company shall not consolidate with or merge
into any other corporation or other person or convey, transfer or lease its
properties and assets substantially as an entirety to any person (such successor
corporation or person, as the case may be, shall in this Article 5 be referred
to as the "Successor Company"), unless

          (1)  either (x) the Company shall be the continuing corporation or (y)
     the Successor Company (if other than the Company) shall be organized and
     existing under the laws of the United States of America or any State or the
     District of Columbia, and shall expressly assume by an indenture
     supplemental hereto, executed and delivered to the Trustee, in form
     satisfactory to the Trustee, the due and punctual payment of the principal
     of and premium, if any, and interest, if any, on all the Securities and the
     performance of every covenant of this Indenture and in the Securities on
     the part of the Company to be performed or observed;

          (2)  immediately after giving effect to such transaction, no Event of
     Default, and no event that, after notice or lapse of time, or both, would
     become an Event of Default, shall have happened and be continuing;

          (3)  the Company has delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel each stating that such consolidation, merger,
     conveyance, transfer or lease and such supplemental indenture comply with
     this Article and that all conditions precedent herein provided for relating
     to such transaction have been complied with.

     SECTION 5.02.  SUCCESSOR COMPANY SUBSTITUTED.  Upon any consolidation with
or merger into any other corporation or other person, or any conveyance,
transfer or lease of the properties and assets of the Company substantially as
an entirety in accordance with Section 5.01, the Successor Company or person
formed by such consolidation or into which the Company is merged or to which
such conveyance, transfer or lease is made 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 Company or person had been named as
the Company herein, and thereafter, except in the case of a lease and
obligations the Company may have under a supplemental indenture pursuant to
Section 10.14, the predecessor corporation shall be relieved of all obligations
and covenants under this Indenture and the Securities.  Subject to Section 9.06,
the Company, the Trustee and the successor person shall enter into a
supplemental indenture to 

                                       34


evidence the succession and substitution of such successor person and such 
discharge and release of the Company.

                                    ARTICLE 6
                                        
                              DEFAULTS AND REMEDIES


     SECTION 6.01.  EVENTS OF DEFAULT.  An "EVENT OF DEFAULT" occurs if:

          (1)  the Company defaults in the payment of the Principal Amount,
     Issue Price, accrued Original Issue Discount, Redemption Price, Purchase
     Price or Change in Control Purchase Price on any Security when the same
     becomes due and payable at its Stated Maturity, upon redemption, upon
     declaration, when due for purchase by the Company or otherwise, whether or
     not such payment shall be prohibited by this Indenture;

          (2)  the Company fails to comply with any of its agreements in the
     Securities or this Indenture and such failure continues for 60 days after
     receipt by the Company of a Notice of Default;

          (3)  the Company pursuant to or within the meaning of any Bankruptcy
     Law:

               (A)  commences a voluntary case or proceeding;

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

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

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

               (E)  files a petition in bankruptcy or answer or consent seeking
          reorganization or relief; or

               (F)  consents to the filing of such petition or the appointment
          of or taking possession by a Custodian;

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

                                       35


               (A)  is for relief against the Company in an involuntary case or
          proceeding, or adjudicates the Company insolvent or bankrupt;

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

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

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

          (5)  the Company fails to deliver shares of Common Stock or pay cash
     in lieu of fractional shares in accordance with the terms hereof when such
     Common Stock or cash in lieu of fractional shares is required to be
     delivered, upon conversion of a Security and such failure is not remedied
     for a period of 10 days; or

          (6)  (a) default shall occur (i) in the payment of any principal on
     any debt for borrowed money of the Company (excluding any non-recourse
     debt), in an aggregate principal amount in excess of $10.0 million, when
     due at its final maturity after giving effect to any applicable grace
     period and the holder thereof shall have taken affirmative action to
     enforce the payment thereof, or (ii) in the performance of any term or
     provision of any debt for borrowed money of the Company (excluding any non-
     recourse debt) in an aggregate principal amount in excess of $10.0 million
     that results in such debt becoming or being declared due and payable prior
     to the date on which it would otherwise become due and payable, unless, in
     the case of either clause (i) or (ii) above, (x) such acceleration or
     action to enforce payment, as the case may be, has been rescinded or
     annulled, (y) such debt has been discharged or (z) a sum sufficient to
     discharge in full such debt has been deposited in trust by or on behalf of
     the Company, in each case, within a period of 10 days after there has been
     given, by registered or certified mail, 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 at the time outstanding, a written
     notice specifying such default or defaults and stating that such notice is
     a "Notice of Default" hereunder.

     A Default under clause (2) above is not an Event of Default until the
Trustee notifies the Company, or the Holders of at least 25% in aggregate
Principal Amount of the Securities at the time outstanding notify the Company
and the Trustee, of the Default and the Company does not cure such Default
within the time specified in clause (2) above after receipt of such notice.  Any
such notice must specify the Default, demand that it be remedied and state that
such notice is a "Notice of Default."

                                       36


     The Company shall deliver to the Trustee, within 30 days after it becomes
aware of the occurrence thereof, written notice of any event which with the
giving of notice and the lapse of time or both would become an Event of Default
under clause (2) or clause (6), its status and what action the Company is taking
or proposes to take with respect thereto.

     SECTION 6.02.  ACCELERATION.  If an Event of Default (other than an Event
of Default specified in Section 6.01(3) or (4)) occurs and is continuing, unless
the Principal Amount of all the Securities shall have already become due and
payable, either the Trustee by notice to the Company, or the Holders of at least
25% in aggregate Principal Amount of the Securities at the time outstanding by
notice to the Company and the Trustee, may declare the Issue Price and accrued
Original Issue Discount through the date of declaration on all the Securities to
be immediately due and payable, whereupon such Issue Price and accrued Original
Issue Discount shall be due and payable immediately; provided that, if an Event
of Default specified in Section 6.01(3) or (4) occurs and is continuing, the
Issue Price and accrued Original Issue Discount on all the Securities through
the date of the occurrence of such Event of Default shall become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Securityholders.  The Holders of a majority in aggregate
Principal Amount of the Securities at the time outstanding, by notice to the
Trustee (and without notice to any other Securityholder) may rescind an
acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default have been cured or
waived except nonpayment of the Issue Price and accrued Original Issue Discount
that have become due solely as a result of acceleration and if all amounts due
to the Trustee under Section 7.06 have been paid.  No such rescission shall
affect any subsequent Default or impair any right consequent thereto.

     SECTION 6.03.  OTHER REMEDIES.  If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of the Issue Price and accrued Original Issue Discount on the Securities or to
enforce the performance of any provision of the Securities or this Indenture.

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

     SECTION 6.04.  WAIVER OF PAST DEFAULTS.  The Holders of a majority in
aggregate Principal Amount of the Securities at the time outstanding, by notice
to the Trustee (and without notice to any other Securityholder), may waive an
existing Default and its consequences except (a) an Event of Default described
in Section 6.01(1), (b) a Default in respect of a provision that under Section
9.02 cannot be amended without the consent of each Securityholder affected or
(c) 

                                       37


a Default under Article 10.  When a Default is waived, it is deemed cured and 
shall cease to exist, but no such waiver shall extend to any subsequent or 
other Default or impair any consequent right.  

     SECTION 6.05.  CONTROL BY MAJORITY.  The Holders of a majority in aggregate
Principal Amount of the Securities at the time outstanding may direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or of exercising any trust or power conferred on the Trustee.  However,
the Trustee may refuse to follow any direction that conflicts with law or this
Indenture or that the Trustee determines in good faith is unduly prejudicial to
the rights of other Securityholders or would involve the Trustee in personal
liability unless the Trustee shall have been provided with reasonable security
or indemnity against such liability satisfactory to the Trustee.  

     SECTION 6.06.  LIMITATION ON SUITS.  A Securityholder may not pursue any
remedy with respect to this Indenture or the Securities unless:

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

          (2)  the Holders of at least 25% in aggregate Principal Amount of the
     Securities at the time outstanding make a written request to the Trustee to
     pursue the remedy;

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

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

          (5)  the Holders of a majority in aggregate Principal Amount of the
     Securities at the time outstanding do not give the Trustee a direction
     inconsistent with the request during such 60-day period.

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

     SECTION 6.07.  RIGHTS OF HOLDERS TO RECEIVE PAYMENT.  Notwithstanding any
other provision of this Indenture, the right of any Holder to receive payment of
the Principal Amount, Issue Price, accrued Original Issue Discount, Redemption
Price, Purchase Price, Change in Control Purchase Price or interest, if any, in
respect of the Securities held by such Holder, on or after the respective due
dates expressed in the Securities or any Redemption Date, and to convert the
Securities in accordance with Article 10 or to bring suit for the enforcement of
any such 

                                       38


payment on or after such respective dates or the right to convert, shall not 
be impaired or affected adversely without the consent of each such Holder.

     SECTION 6.08.  COLLECTION SUIT BY TRUSTEE.  If an Event of Default
described in Section 6.01(1) occurs and is continuing, the Trustee may recover
judgment in its own name and as trustee of an express trust against the Company
for the whole amount owing with respect to the Securities and the amounts
provided for in Section 7.06.

     SECTION 6.09.  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 Amount, Issue Price, accrued Original Issue Discount,
Redemption Price, Purchase Price, Change in Control Purchase Price or interest,
if any, in respect 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 any such amount)
shall be entitled and empowered, by intervention in such proceeding or
otherwise:

          (a)  to file and prove a claim for the whole amount of the Principal
     Amount, Issue Price, accrued Original Issue Discount, Redemption Price,
     Purchase Price, Change in Control Purchase Price or interest, if any, and
     to file such other papers or documents as may be necessary or advisable in
     order to have the claims of the Trustee (including any claim for the
     reasonable compensation, expenses, disbursements and advances of the
     Trustee, its agents and counsel) and of the Holders allowed in such
     judicial proceeding; and

          (b)  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
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 the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.06.

     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.

                                       39


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

     FIRST:  to the Trustee for amounts due under Section 7.06;

     SECOND:  to Securityholders for amounts due and unpaid on the Securities
for the Principal Amount, Issue Price, accrued Original Issue Discount,
Redemption Price, Purchase Price, Change in Control Purchase Price or interest,
if any, as the case may be, ratably, without preference or priority of any kind,
according to such amounts due and payable on the Securities; and

     THIRD:  the balance, if any, to the Company.

     The Trustee may fix a record date and payment date for any payment to
Securityholders pursuant to this Section 6.10.  At least 15 days before such
record date, the Company shall mail to each Securityholder and the Trustee a
notice that states the record date, the payment date and amount to be paid.

     SECTION 6.11.  UNDERTAKING FOR COSTS.  In any suit for the enforcement of
any right or remedy under this Indenture or in any suit against the Trustee for
any action taken or omitted by it as Trustee, a court in its discretion may
require the filing by any party litigant (other than the Trustee) in the suit of
an undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees and expenses,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant.  This Section 6.11
does not apply to a suit initiated by the Trustee, a suit by a Holder pursuant
to Section 6.07 or a suit by Holders of more than 10% in aggregate Principal
Amount of the Securities at the time outstanding.  

     SECTION 6.12.  NOTICE OF DEFAULTS.  The Trustee shall, within 90 days after
the occurrence of any Default, mail to all Holders of Securities, as the names
and addresses of such Holders appear on the books of registry of the Company,
notice of all Defaults of which the Trustee shall be aware, unless such Defaults
shall have been cured or waived before the giving of such notice; PROVIDED that,
except in the case of a Default described in Section 6.01(1), the Trustee shall
be protected in withholding such notice if and so long as the board of
directors, the executive committee, or a trust committee of directors or Trust
Officers of the Trustee in good faith determines that the withholding of such
notice is in the interests of the Holders of Securities.

     SECTION 6.13.  WAIVER OF STAY, EXTENSION OR USURY LAWS.  The Company
covenants (to the extent it may lawfully do so) that it shall not at any time
insist upon, or plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay or extension law or any usury or other law, wherever
enacted, now or at any time hereafter in force, that would prohibit 

                                       40


or forgive the Company from paying all or any portion of the Principal 
Amount, Issue Price, accrued Original Issue Discount, Redemption Price, 
Purchase Price or Change in Control Purchase Price in respect of the 
Securities, or any interest on any such amounts, as contemplated herein, or 
that may affect the covenants or the performance of this Indenture or the 
Securities; and the Company (to the extent that it may lawfully do so) hereby 
expressly waives all benefit or advantage of any such law, and covenants that 
it will not hinder, delay or impede the execution of any power herein granted 
to the Trustee, but will suffer and permit the execution of every such power 
as though no such law had been enacted.


                                    ARTICLE 7
                                        
                                     TRUSTEE

     SECTION 7.01.  RIGHTS OF TRUSTEE.  

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

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

     (c)  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.

     (d)  The Trustee may refuse to perform any duty or exercise any right or
power or extend or risk its own funds or otherwise incur any financial liability
unless it receives indemnity satisfactory to it against any loss, liability or
expense.

     (e)  Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law.  Except as provided in
Section 3.14 hereof, the Trustee (acting in any capacity hereunder) shall be
under no liability for interest on any money received by it hereunder.

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

     (g)  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 

                                       41


opinions furnished to the Trustee and conforming to the requirements of this 
Indenture; but in the case of any such certificates or opinions that by any 
provision hereof are specifically required to be furnished to the Trustee, 
the Trustee shall be under a duty to examine the same to determine whether or 
not they conform to the requirements of this Indenture (but need not confirm 
or investigate the accuracy of mathematical calculations or other facts 
stated therein).

     (h)  The Trustee shall not be liable for any error of judgment made in good
faith by a Trust Officer, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts.

     (i)  The Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the
Holders of a majority in principal amount of the outstanding Securities relating
to 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, under this Indenture with respect to the Securities.

     (j)  The Trustee may consult with counsel of its selection and the advice
of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon.

     (k)  The Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness 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, and, if the Trustee reasonably believes
that a default may exist, it shall be entitled to examine the books, records and
premises of the Company, personally or by agent or attorney at the sole cost of
the Company and shall incur no liability or additional liability of any kind by
reason of such inquiry or investigation.

     (l)  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 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.

     (m)  The Trustee may rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties.

                                       42


     (n)  The Trustee shall not be deemed to have notice of any Default or Event
of Default unless a Trust Officer of the Trustee has actual knowledge thereof or
unless written notice of any event which is in fact such a default is received
by the Trustee at the principal corporate trust office of the Trustee, and such
notice references the Securities and this Indenture.

     SECTION 7.02.  INDIVIDUAL RIGHTS OF TRUSTEE.  The Trustee in its individual
or any other capacity may become the owner or pledgee of Securities and may
otherwise deal with the Company or its Affiliates with the same rights it would
have if it were not Trustee.  Any Paying Agent, Registrar, Conversion Agent or
co-registrar may do the same with like rights.  However, the Trustee must comply
with Sections 7.09 and 7.10.

     SECTION 7.03.  TRUSTEE'S DISCLAIMER.  The Trustee makes no representation
as to the validity or adequacy of this Indenture or the Securities, it shall not
be accountable for the Company's use of the proceeds from the Securities, it
shall not be responsible for any statement in the registration statement for the
Securities under the Securities Act or in the Indenture or the Securities (other
than its certificate of authentication), or the determination as to which
beneficial owners are entitled to receive any notices hereunder.

     SECTION 7.04.  NOTICE OF DEFAULTS.  The Trustee shall, within 90 days after
the occurrence of any Default, mail to all Holders of Securities, as the names
and addresses of such Holders appear on the books of registry of the Company,
notice of all Defaults of which the Trustee shall be aware, unless such Defaults
shall have been cured or waived before the giving of such notice.  Except in the
case of a Default described in Section 6.01(1), the Trustee shall be protected
in withholding such notice if and so long as the board of directors, the
executive committee, or a trust committee of directors or Trust Officers of the
Trustee in good faith determines that the withholding of such notice is in the
interests of the Holders of Securities.  

     SECTION 7.05.  REPORTS BY TRUSTEE TO HOLDERS.  Within 60 days after each
June 1, beginning with the June 1, following the date of this Indenture, the
Trustee shall mail to each Securityholder a brief report dated as of such June 1
that complies with TIA Section 313(a), if required by said Section.  The Trustee
also shall comply with TIA Section 313(b).

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

     SECTION 7.06.  COMPENSATION AND INDEMNITY.  The Company agrees:

     (a)  to pay to the Trustee from time to time such compensation (in
accordance with a fee schedule agreed upon from time to time) for all services
rendered by it hereunder (which 

                                       43


compensation shall not (to the extent permitted by law) be limited by any 
provision of law in regard to the compensation of a trustee of an express 
trust);

     (b)  to reimburse the Trustee (in accordance with a fee schedule agreed
upon from time to time) upon its request and, if required by the Company,
submission of reasonable documentation for all reasonable out-of-pocket
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the reasonable
compensation and the expenses, advances and disbursements of its agents and
counsel), except any such expense, disbursement or advance as may be
attributable to its negligence or bad faith; and

     (c)  to indemnify each of the Trustee or any predecessor Trustee for, and
to hold it harmless against, any and all loss, liability, damage, claim or
expense, including taxes (other than taxes based upon, measured or determined by
the income of the Trustee), incurred without negligence or bad faith on its
part, arising out of or in connection with the acceptance or administration of
this trust, 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 give the Company notice of any claim or liability for
which the Trustee might be entitled to indemnification under subparagraph (c) of
this Section 7.06, within a reasonable amount of time after a Trust Officer of
the Trustee actually becomes aware of such claim or liability.  To secure the
Company's payment obligations in this Section 7.06, the Trustee shall have a
lien prior to the Securities on all money or property held or collected by the
Trustee.

     The Company's payment obligations pursuant to this Section 7.06 shall
survive the discharge of this Indenture.  When the Trustee incurs expenses after
the occurrence of a Default specified in Section 6.01(3) or (4), the expenses
are intended to constitute expenses of administration under the Bankruptcy Law. 
The provisions of this Section shall survive the termination of this Indenture.

     SECTION 7.07.  REPLACEMENT OF TRUSTEE.  The Trustee may resign by so
notifying the Company; PROVIDED, HOWEVER, no such resignation shall be effective
until a successor Trustee has accepted its appointment pursuant to this Section
7.07.  The Holders of a majority in aggregate Principal Amount of the Securities
at the time outstanding may remove the Trustee by so notifying the Trustee and
may appoint a successor Trustee (subject to the consent of the Company, such
consent not to be unreasonably withheld).  The Company shall remove the Trustee
if:

          (1)  the Trustee fails to comply with Section 7.09;

          (2)  the Trustee is adjudged bankrupt or insolvent;

                                       44


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

          (4)  the Trustee otherwise becomes incapable of acting.

     If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, the Company shall promptly appoint, by resolution of
its Board of Directors, a successor Trustee.

     A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company.  Thereupon the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture.  The successor Trustee shall mail a notice of its succession to
Securityholders.  The retiring Trustee shall promptly transfer all property held
by it as Trustee to the successor Trustee, subject to the lien provided for in
Section 7.06.

     If a successor Trustee does not take office within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holders of a majority in aggregate Principal Amount of the Securities at the
time outstanding may petition at the expense of the Company, any court of
competent jurisdiction for the appointment of a successor Trustee.

     If the Trustee fails to comply with Section 7.09, any Securityholder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

     SECTION 7.08.  SUCCESSOR TRUSTEE BY MERGER.  If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all its
corporate trust business or assets to, another corporation, the resulting,
surviving or transferee corporation without any further act shall be the
successor Trustee.

     SECTION 7.09.  ELIGIBILITY; DISQUALIFICATION.  The Trustee shall at all
times satisfy the requirements of TIA Sections 310(a)(1) and 310(b).  The
Trustee shall have a combined capital and surplus of at least $100,000,000 as
set forth in its most recent published annual report of condition.  In
determining whether the Trustee has conflicting interests as defined in TIA
Section 310(b)(1), the provisions contained in the proviso to TIA Section
310(b)(1) shall be deemed incorporated herein.

     SECTION 7.10.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST 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 therein.


                                       45


     SECTION 7.11.  MONEY HELD IN TRUST.  Money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law.  The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed in writing with the Company.

                                    ARTICLE 8
                                        
                             DISCHARGE OF INDENTURE


     SECTION 8.01.  DISCHARGE OF LIABILITY ON SECURITIES.  When (i) the Company
delivers to the Trustee all outstanding Securities (other than Securities
replaced pursuant to Section 2.07) for cancellation or (ii) all outstanding
Securities have become due and payable and the Company deposits with the Trustee
cash or, if expressly permitted by the terms hereof, securities sufficient to
pay at Stated Maturity the Principal Amount of all outstanding Securities (other
than Securities replaced pursuant to Section 2.07), and if in either case the
Company pays all other sums payable hereunder by the Company (including, without
limitation, sums payable by delivery of shares of Common Stock pursuant to
Section 3.08), then this Indenture shall, subject to Section 7.06, cease to be
of further effect.  The Trustee shall join in the execution of a document
prepared by the Company acknowledging satisfaction and discharge of this
Indenture on demand of the Company accompanied by an Officers' Certificate and
Opinion of Counsel and at the cost and expense of the Company.

     SECTION 8.02.  REPAYMENT TO THE COMPANY.  The Trustee and the Paying Agent
shall return to the Company upon written request any money or securities held by
them for the payment of any amount with respect to the Securities that remains
unclaimed for two years; PROVIDED, HOWEVER, that at the Company's written
request, the Trustee or such Paying Agent, before being required to make any
such return, shall, at the expense of the Company, cause to be published once in
THE WALL STREET JOURNAL or another daily newspaper of national circulation or
mail to each such Holder notice that such money or securities remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such mailing, any unclaimed money or securities then remaining
will be returned to the Company.  After return to the Company, Holders entitled
to the money or securities must look to the Company for payment as general
creditors unless an applicable abandoned property law designates another person,
and the Trustee and the Paying Agent shall have no further liability with
respect to such money or securities for that period commencing after the return
thereof.



                                       46


                                    ARTICLE 9
                                        
                                   AMENDMENTS


     SECTION 9.01.  WITHOUT CONSENT OF HOLDERS.  The Company and the Trustee may
amend this Indenture or the Securities without the consent of any
Securityholder:

          (1)  to cure any ambiguity, omission, defect or inconsistency;
     PROVIDED, HOWEVER, that such amendment does not materially adversely affect
     the rights of any Securityholder;

          (2)  to comply with Article 5 or Section 10.14;

          (3)  to provide for uncertificated Securities in addition to or in
     place of certificated Securities so long as such uncertificated Securities
     are in registered form for purposes of the Internal Revenue Code of 1986,
     as amended;

          (4)  to make any change that does not adversely affect the rights of
     any Securityholder;

          (5)  to add to the covenants or obligations of the Company hereunder,
     for the benefit of the Securityholders, or to surrender any right, power or
     option herein conferred upon the Company; or

          (6)  to make any change to comply with the TIA.

     SECTION 9.02.  WITH CONSENT OF HOLDERS.  With the written consent of the
Holders of at least a majority in aggregate Principal Amount of the Securities
at the time outstanding, the Company and the Trustee may amend this Indenture or
the Securities.  However, without the consent of each Securityholder affected,
an amendment or supplement to this Indenture or the Securities may not:

          (1)  make any change to the Principal Amount of Securities whose
     Holders must consent to an amendment;

          (2)  make any change to the rate of accrual in connection with
     Original Issue Discount, reduce the rate of interest referred to in
     paragraph 1 of the Securities or extend the time for payment of accrued
     Original Issue Discount or interest, if any, on any Security;

                                       47


          (3)  reduce the Principal Amount or the Issue Price of or extend the
     Stated Maturity of any Security;

          (4)  reduce the amount of cash payable in respect of conversion upon
     the Company's election to pay cash with respect thereto, the Redemption
     Price, Purchase Price or Change in Control Purchase Price of any Security
     or extend the date on which the Purchase Price or Change in Control
     Purchase Price of any Security is payable;

          (5)  make any Security payable in money or securities other than that
     stated in the Security;

          (6)  make any change in Section 6.04 or this Section 9.02, except to
     increase any percentage referred to therein, or make any change in Section
     6.07;

          (7)  make any change that adversely affects the right to convert any
     Security (including the right to receive cash in lieu of Common Stock
     except as set forth in Section 9.01(4));

          (8)  make any change that adversely affects the right to require the
     Company to purchase the Securities in accordance with the terms thereof and
     this Indenture (including the right to receive cash if the Company has
     elected to pay cash upon such purchase);

          (9)  make any change to the provisions of this Indenture relating to
     the purchase of Securities at the option of the Holder pursuant to Section
     3.08 or 3.09 which change would result in a violation of applicable federal
     or state securities laws (including positions of the SEC under applicable
     no-action letters), whether as a result of the exercise or performance of
     any rights or obligations under such provisions or otherwise; or

          (10) impair the right to institute suit for the enforcement of any
     payment with respect to, or conversion of, the Securities.

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

     After an amendment under this Section 9.02 becomes effective, the Company
shall mail to each Holder a notice briefly describing the amendment.

     SECTION 9.03.  COMPLIANCE WITH TRUST INDENTURE ACT.  Every supplemental
indenture executed pursuant to this Article shall comply with the TIA as then in
effect.

                                       48


     SECTION 9.04.  REVOCATION AND EFFECT OF CONSENTS, WAIVERS AND ACTIONS. 
Until an amendment or waiver becomes effective, a consent to it or any other
action by a Holder of a Security hereunder is a continuing consent by the Holder
and every subsequent Holder of that Security or portion of the Security that
evidences the same obligation as the consenting Holder's Security, even if
notation of the consent, waiver or action is not made on the Security.  However,
any such Holder or subsequent Holder may revoke the consent, waiver or action as
to such Holder's Security or portion of the Security if the Trustee receives the
notice of revocation before the date the amendment, waiver or action becomes
effective.  After an amendment, waiver or action becomes effective, it shall
bind every Securityholder, except as provided in Section 9.02.

     SECTION 9.05.  NOTATION ON OR EXCHANGE OF SECURITIES.  Securities
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article may, and shall if required by the Trustee, bear a
notation in form approved by the Trustee as to any matter provided for in such
supplemental indenture.  If the Company shall so determine, new Securities so
modified as to conform, in the opinion of the Trustee and the Company, to any
such supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for outstanding
Securities.

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

     SECTION 9.07.  EFFECT OF SUPPLEMENTAL INDENTURES.  Upon the execution of
any supplemental indenture under this Article, this Indenture shall be modified
in accordance therewith, and such supplemental indenture shall form a part of
this Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.


                                   ARTICLE 10
                                        
                                   CONVERSION


     SECTION 10.01.  CONVERSION PRIVILEGE.  A Holder of a Security may convert
such Security into Common Stock at any time during the period stated in
paragraph 8 of the Securities.  The number of shares of Common Stock issuable
upon conversion of a Security per $1,000 of 

                                       49


Principal Amount thereof (the "CONVERSION RATE") shall be that set forth in 
paragraph 8 in the Securities, subject to adjustment as herein set forth.

     A Holder may convert a portion of the Principal Amount of a Security if the
portion is $1,000 or an integral multiple of $1,000. Provisions of this
Indenture that apply to conversion of all of a Security also apply to conversion
of a portion of a Security.

     "AVERAGE SALE PRICE" means the average of the Sale Prices of the Common
Stock for the shorter of

          (i)  30 consecutive Trading Days ending on the last full Trading Day
          prior to the Time of Determination with respect to the rights,
          options, warrants or distribution in respect of which the Average Sale
          Price is being calculated, or

          (ii)  the period (x) commencing on the date next succeeding the first
          public announcement of (a) the issuance of rights, options or warrants
          or (b) the distribution, in each case, in respect of which the Average
          Sale Price is being calculated and (y) proceeding through the last
          full trading day prior to the Time of Determination with respect to
          the rights, warrants or distribution in respect of which the Average
          Sale Price is being calculated, or

          (iii)  the period, if any, (x) commencing on the date next succeeding
          the Ex-Dividend Time with respect to the next preceding (a) issuance
          of rights, warrants, or options or (b) distribution, in each case, for
          which an adjustment is required by the provisions of Section 10.06(4),
          10.07 or 10.08 and (y) proceeding through the last full Trading Day
          prior to the Time of Determination with respect to the rights,
          warrants, or options or distribution in respect of which the Average
          Sale Price is being calculated.

     If the Ex-Dividend Time (or in the case of a subdivision, combination or
reclassification, the effective date with respect thereto) with respect to a
dividend, subdivision, combination or reclassification to which Section
10.06(1), (2), (3) or (5) applies occurs during the period applicable for
calculating "Average Sale Price" pursuant to the definition in the preceding
sentence, "Average Sale Price" shall be calculated for such period in a manner
determined by the Board of Directors to reflect the impact of such dividend,
subdivision, combination or reclassification on the Sale Price of the Common
Stock during such period.

     "TIME OF DETERMINATION" means the time and date of the earlier of (i) the
determination of stockholders entitled to receive rights, warrants, or options
or a distribution, in each case, to which Sections 10.07 and 10.08 apply and
(ii) the time ("EX-DIVIDEND TIME") immediately prior to the commencement of
"ex-dividend" trading for such rights, options, warrants or distribution 

                                       50


on the New York Stock Exchange or such other national or regional exchange or 
market on which the Common Stock is then listed or quoted.

     SECTION 10.02.  CONVERSION PROCEDURE.  To convert a Security a Holder must
satisfy the requirements in paragraph 8 of the Securities.  The date on which
the Holder satisfies all those requirements is the conversion date (the
"CONVERSION DATE").  The Company shall deliver to the Holder no later than the
seventh Business Day following the Conversion Date, through the Conversion
Agent, a certificate for the number of full shares of Common Stock issuable upon
the conversion and cash in lieu of any fractional share determined pursuant to
Section 10.03.

     The person in whose name the certificate is registered shall be treated as
a stockholder of record on and after the Conversion Date; PROVIDED, HOWEVER,
that no surrender of a Security on any date when the stock transfer books of the
Company shall be closed shall be effective to constitute the person or persons
entitled to receive the shares of Common Stock upon such conversion as the
record holder or holders of such shares of Common Stock on such date, but such
surrender shall be effective to constitute the person or persons entitled to
receive such shares of Common Stock as the record holder or holders thereof for
all purposes at the close of business on the next succeeding day on which such
stock transfer books are open; PROVIDED, FURTHER, that such conversion shall be
at the Conversion Rate in effect on the date that such Security shall have been
surrendered for conversion, as if the stock transfer books of the Company had
not been closed.  Upon conversion of a Security, such person shall no longer be
a Holder of such Security.

     Holders may surrender a Security for conversion by means of book entry
delivery in accordance with paragraph 8 of the Securities and the regulations of
the applicable book entry facility.

     No payment or adjustment will be made for dividends on any Common Stock
except as provided in this Article 10.  On conversion of a Security, that
portion of accrued Original Issue Discount attributable to the period from the
Issue Date to the Conversion Date with respect to the converted Security shall
not be cancelled, extinguished or forfeited, but rather shall be deemed to be
paid in full to the Holder thereof through delivery of the Common Stock
(together with the cash payment, if any, in lieu of fractional shares) in
exchange for the Security being converted pursuant to the provisions hereof; and
the fair market value of such shares of Common Stock (together with any such
cash payment in lieu of any fractional shares of Common Stock) shall be treated
as issued, to the extent thereof, first in exchange for Original Issue Discount
accrued through the Conversion Date, and the balance, if any, of such fair
market value of such shares of Common Stock (and any such cash payment) shall be
treated as issued in exchange for the Issue Price of the Security being
converted pursuant to the provisions hereof.

     If the Holder converts more than one Security at the same time, the number
of shares of Common Stock issuable upon the conversion shall be computed based
on the total Principal 

                                       51


Amount of the Securities converted.

     Upon surrender of a Security that is converted in part, the Company shall
execute, and the Trustee shall authenticate and deliver to the Holder, a new
Security in an authorized denomination equal in Principal Amount to the
unconverted portion of the Security surrendered.

     If the last day on which a Security may be converted is a Legal Holiday in
a place where the Conversion Agent is located, the Security may be surrendered
to such Conversion Agent on the next succeeding day that is not a Legal Holiday.

     SECTION 10.03.  FRACTIONAL SHARES.  The Company will not issue a fractional
share of Common Stock upon conversion of a Security.  Instead, the Company will
deliver cash for the current market value of the fractional share.  The current
market value of a fractional share shall be determined to the nearest 1/1,000th
of a share by multiplying the Sale Price, on the last Trading Day prior to the
Conversion Date, of a full share by the fractional amount and rounding the
product to the nearest whole cent.

     SECTION 10.04.  TAXES ON CONVERSION.  If a Holder converts a Security, the
Company shall pay any documentary, stamp or similar issue or transfer tax due on
the issue of shares of Common Stock upon such conversion.  However, the Holder
shall pay any such tax which is due because the Holder requests the shares to be
issued in a name other than the Holder's name.  The Conversion Agent may refuse
to deliver the certificates representing the Common Stock being issued in a name
other than the Holder's name until the Conversion Agent receives a sum
sufficient to pay any tax which will be due, as set forth in an Officers'
Certificate, because the shares are to be issued in a name other than the
Holder's name.  Nothing herein shall preclude any tax withholding required by
law or regulations.

     SECTION 10.05.  COMPANY TO PROVIDE STOCK.  The Company shall, prior to
issuance of any Securities hereunder, and from time to time as may be necessary,
reserve out of its authorized but unissued Common Stock a sufficient number of
shares of Common Stock to permit the conversion of the Securities for shares of
Common Stock.

     All shares of Common Stock delivered upon conversion of the Securities
shall be newly issued shares or treasury shares, shall be duly and validly
issued and fully paid and nonassessable and shall be free from preemptive rights
and free of any lien or adverse claim.

     The Company will endeavor promptly to comply with all Federal and state
securities laws regulating the offer and delivery of shares of Common Stock upon
conversion of Securities, if any, and will list or cause to have quoted such
shares of Common Stock on each national securities exchange or in the
over-the-counter market or such other market on which the Common Stock is then
listed or quoted.

                                       52


     SECTION 10.06.  ADJUSTMENT FOR CHANGE IN CAPITAL STOCK.  If, after the
Issue Date, the Company:

          (1)  pays a dividend or makes a distribution on its Common Stock in
     shares of its Common Stock;

          (2)  subdivides its outstanding shares of Common Stock into a greater
     number of shares;

          (3)  combines its outstanding shares of Common Stock into a smaller
     number of shares;

          (4)  pays a dividend or makes a distribution on its Common Stock in
     shares of its Capital Stock (other than Common Stock or rights, warrants or
     options for its Capital Stock); or

          (5)  issues by reclassification of its Common Stock any shares of its
     Capital Stock (other than rights, warrants or options for its Capital
     Stock),

then the conversion privilege and the Conversion Rate in effect immediately
prior to such action shall be adjusted so that the Holder of a Security
thereafter converted may receive the number of shares or other units of Capital
Stock of the Company which such Holder would have owned immediately following
such action if such Holder had converted the Security immediately prior to such
action.

     The adjustment shall become effective immediately after the record date in
the case of a dividend or distribution and immediately after the effective date
in the case of a subdivision, combination or reclassification.

     If after an adjustment a Holder of a Security upon conversion of such
Security may receive shares or other units of two or more classes or series of
Capital Stock of the Company, the Conversion Rate shall thereafter be subject to
adjustment upon the occurrence of an action taken with respect to any such class
or series of Capital Stock as is contemplated by this Article 10 with respect to
the Common Stock, on terms comparable to those applicable to Common Stock in
this Article 10.

     SECTION 10.07.  ADJUSTMENT FOR RIGHTS ISSUE.  If, after the Issue Date, the
Company distributes any rights, warrants or options to all holders of its Common
Stock entitling them, for a period expiring within 60 days after the record date
for such distribution, to purchase shares of Common Stock at a price per share
less than the Sale Price as of the Time of Determination, the Conversion Rate
shall be adjusted in accordance with the formula:


                                       53


                                       (0 + N)
                                     -----------
                         R' = R  x   0 + (N X P)
                                         -------
                                            M

where:

     R' = the adjusted Conversion Rate.

     R  = the current Conversion Rate.

     0  = the number of shares of Common Stock outstanding on the record date
          for the distribution.

     N  = the number of additional shares of Common Stock offered pursuant to
          the distribution.

     P  = the offering price per share of such additional shares.

     M =  the Average Sale Price, MINUS, in the case of (i) a distribution to
          which Section 10.06(4) applies or (ii) a distribution to which Section
          10.08 applies, for which, in each case, (x) the record date shall
          occur on or before the record date for the distribution to which this
          Section 10.07 applies and (y) the Ex-Dividend Time shall occur on or
          after the date of the Time of Determination for the distribution to
          which this Section 10.07 applies, the fair market value (on the record
          date for the distribution to which this Section 10.07 applies) of:

                    (1)  the Capital Stock of the Company distributed in
               respect of each share of Common Stock in such Section
               10.06(4) distribution, and

                    (2)  the assets of the Company or debt securities or
               any rights, warrants or options to purchase securities of
               the Company distributed in respect of each share of Common
               Stock in such Section 10.08 distribution.

The Board of Directors shall determine fair market values for the purposes of
this Section 10.07.

     The adjustment shall become effective immediately after the record date 
for the determination of shareholders entitled to receive the rights, 
warrants or options to which this Section 10.07 applies.


                                      54



     No adjustment shall be made under this Section 10.07 if the application 
of the formula stated above in this Section 10.07 would result in value of R' 
that is equal to or less than the value of R.

     SECTION 10.08.  ADJUSTMENT FOR OTHER DISTRIBUTIONS.  If, after the Issue 
Date, the Company distributes to all holders of its Common Stock any of its 
assets or debt securities or any rights, warrants or options to purchase 
securities of the Company (including securities or cash, but excluding (x) 
distributions of Capital Stock referred to in Section 10.06 and distributions 
of rights, warrants or options referred to in Section 10.07 and (y) cash 
dividends or other cash distributions that are paid out of consolidated 
current net income or earnings retained in the business as shown on the books 
of the Company unless such cash dividends or other cash distributions are 
Extraordinary Cash Dividends (as defined below)), the Conversion Rate shall 
be adjusted, subject to the provisions of the last paragraph of this Section 
10.08, in accordance with the formula:

                                        M
                                       ---
                              R' = R x M-F

where:

     R' = the adjusted Conversion Rate.

     R  = the current Conversion Rate.

     M  = the Average Sale Price, MINUS, in the case of a distribution to which
          Section 10.06(4) applies for which (i) the record date shall occur on
          or before the record date for the distribution to which this Section
          10.08 applies and (ii) the Ex-Dividend Time shall occur on or after
          the date of the Time of Determination for the distribution to which
          this Section 10.08 applies, the fair market value (on the record date
          for the distribution to which this Section 10.08 applies) of any
          Capital Stock of the Company distributed in respect of each share of
          Common Stock in such Section 10.06(4) distribution.

     F  = the fair market value (on the record date for the distribution to
          which this Section 10.08 applies) of the assets, securities, rights,
          warrants or options to be distributed in respect of each share of
          Common Stock in the distribution to which this Section 10.08 is being
          applied (including, in the case of cash dividends or other cash
          distributions giving rise to an adjustment, all such cash distributed
          concurrently).

The Board of Directors shall determine fair market values for the purpose of 
this Section 10.08.


                                      55



     The adjustment shall become effective immediately after the record date 
for the determination of shareholders entitled to receive the distribution to 
which this Section 10.08 applies.

     For purposes of this Section 10.08, the term "EXTRAORDINARY CASH 
DIVIDEND" shall mean any cash dividend with respect to the Common Stock the 
amount of which, together with the aggregate amount of cash dividends on the 
Common Stock to be aggregated with such cash dividend in accordance with the 
provisions of this paragraph, equals or exceeds the threshold percentages set 
forth in items (i) or (ii) below:

          (i)  If, upon the date prior to the Ex-Dividend Time with respect to a
          cash dividend on the Common Stock, the aggregate amount of such cash
          dividend together with the amounts of all cash dividends on the Common
          Stock with Ex-Dividend Times occurring in the eighty-five (85)
          consecutive day period ending on the date prior to the Ex-Dividend
          Time with respect to the cash dividend to which this provision is
          being applied equals or exceeds 12.5% of the average of the Sale
          Prices during the period beginning on the date after the first such
          Ex-Dividend Time in such period and ending on the date prior to the
          Ex-Dividend Time with respect to the cash dividend to which this
          provision is being applied (except that if no other cash dividend has
          had an Ex-Dividend Time occurring in such period, the period for
          calculating the average of the Sale Prices shall be the period
          commencing 85 days prior to the date prior to the Ex-Dividend Time
          with respect to the cash dividend to which this provision is being
          applied), such cash dividend together with each other cash dividend
          with an Ex-Dividend Time occurring in such 85-day period shall be
          deemed to be an Extraordinary Cash Dividend and for purposes of
          applying the formula set forth above in this Section 10.08, the value
          of "F" shall be equal to (w) the aggregate amount of such cash
          dividend together with the amounts of the other cash dividends with
          Ex-Dividend Times occurring in such period MINUS (x) the aggregate
          amount of such other cash dividends with Ex-Dividend Times occurring
          in such period for which a prior adjustment in the Conversion Rate was
          previously made under this Section 10.08.

          (ii)  If upon the date prior to the Ex-Dividend Time with respect to a
          cash dividend on the Common Stock, the aggregate amount of such cash
          dividend, together with the amounts of all cash dividends on the
          Common Stock with Ex-Dividend Times occurring in the 365-consecutive-
          day period ending on the date prior to the Ex-Dividend Time with
          respect to the cash dividend to which this provision is being applied
          equals or exceeds 25% of the average of the Sale Prices during the
          period beginning on the date after the first such Ex-Dividend Time in
          such period and ending on the date prior to the Ex-Dividend Time with
          respect to the cash dividend to which this provision is being applied
          (except that if no other cash


                                      56



          dividend has had an Ex-Dividend Time occurring in such period, the 
          period for calculating the average of the Sale Prices shall be the 
          period commencing 365 days prior to the date prior to the 
          Ex-Dividend Time with respect to the cash dividend to which this 
          provision is being applied), such cash dividend together with each 
          other cash dividend with an Ex-Dividend Time occurring in such 
          365-day period shall be deemed to be an Extraordinary Cash Dividend 
          and for purposes of applying the formula set forth above in this 
          Section 10.08, the value of "F" shall be equal to (y) the aggregate 
          amount of such cash dividend together with amounts of the other 
          cash dividends with Ex-Dividend Times occurring in such period 
          MINUS (z) the aggregate amount of such other cash dividends with 
          Ex-Dividend Times occurring in such period for which a prior 
          adjustment in the Conversion Rate was previously made under this 
          Section 10.08.

     In making the determinations required by items (i) and (ii) above, the 
amount of cash dividends paid on a per share basis and the average of the 
Sale Prices, in each case during the period specified in items (i) and (ii) 
above, as applicable, shall be appropriately adjusted to reflect the 
occurrence during such period of any event described in Section 10.06

     In the event that, with respect to any distribution to which this 
Section 10.08 would otherwise apply, the difference "M-F" as defined in the 
above formula is less than $1.00 or "F" is greater than "M", then the 
adjustment provided by this Section 10.08 shall not be made and in lieu 
thereof the provisions of Section 10.14 shall apply to such distribution.

     SECTION 10.09.  WHEN ADJUSTMENT MAY BE DEFERRED.  No adjustment in the 
Conversion Rate need be made unless the adjustment would require an increase 
or decrease of at least 1% (E.G., if the Conversion Rate is 4, an increase or 
decrease of .04 (1% of 4)) in the Conversion Rate.  Any adjustments that are 
not made shall be carried forward and taken into account in any subsequent 
adjustment.

     All calculations under this Article 10 shall be made to the nearest cent 
or to the nearest 1/1,000th of a share, as the case may be, with one-half of 
a cent and 5/10,000ths of a share being rounded upwards.

     SECTION 10.10.  WHEN NO ADJUSTMENT REQUIRED.  No adjustment need be made 
for a transaction referred to in Section 10.06, 10.07, 10.08 or 10.14 if 
Securityholders are to participate in the transaction on a basis and with 
notice that the Board of Directors determines to be fair and appropriate in 
light of the basis and notice on which holders of Common Stock participate in 
the transaction.

     No adjustment need be made for rights to purchase Common Stock pursuant 
to a Company plan for reinvestment of dividends or interest.


                                      57



     No adjustment need be made for a change in the par value or no par value 
of the Common Stock.

     No adjustment need be made unless such adjustment, together with any 
other adjustments similarly deferred equals at least 1% of the then current 
Conversion Rate.

     To the extent the Securities become convertible into cash pursuant to 
the terms of Section 10.08 or 10.14, no adjustment need be made thereafter as 
to the cash.  Interest will not accrue on the cash.

     Notwithstanding any provision to the contrary in this Indenture, no 
adjustment shall be made in the Conversion Rate to the extent, but only to 
the extent, such adjustment results in the following quotient being less than 
the par value of the Common Stock:  (i) the Issue Price plus accrued Original 
Issue Discount as of the date such adjustment would otherwise be effective 
divided by (ii) the Conversion Rate as so adjusted.

     SECTION 10.11.  NOTICE OF ADJUSTMENT.  Whenever the Conversion Rate is 
adjusted, the Company shall file with the Trustee and the Conversion Agent a 
notice of such adjustment and a certificate from the Company's independent 
public accountants briefly stating the facts requiring the adjustment and the 
manner of computing it.  The Conversion Agent will promptly mail such notice 
to Securityholders at the Company's expense.  The certificate shall be 
conclusive evidence that the adjustment is correct.  Neither the Trustee nor 
any Conversion Agent shall be under any duty or responsibility with respect 
to any such certificate except to exhibit the same to any Holder desiring 
inspection thereof.

     SECTION 10.12.  VOLUNTARY INCREASE.  The Company from time to time may 
increase the Conversion Rate by any amount and for any period of time 
(PROVIDED, that such period is not less than 20 Business Days).  Whenever the 
Conversion Rate is increased, the Company shall mail to Securityholders and 
file with the Trustee and the Conversion Agent a notice of the increase.  The 
Company shall mail the notice at least 15 days before the date the increased 
Conversion Rate takes effect.  The notice shall state the increased 
Conversion Rate and the period it will be in effect.

     A voluntary increase of the Conversion Rate does not change or adjust 
the Conversion Rate otherwise in effect for purposes of Sections 10.06, 10.07 
or 10.08.

     SECTION 10.13.  NOTICE OF CERTAIN TRANSACTIONS.  If:

          (1)  the Company takes any action that would require an adjustment in
     the Conversion Rate pursuant to Section 10.06, 10.07 or 10.08 (unless no
     adjustment is to occur pursuant to Section 10.10); or


                                      58



          (2)  the Company takes any action that would require a supplemental
     indenture pursuant to Section 10.14; or

          (3)  there is a liquidation or dissolution of the Company;

then the Company shall mail to Securityholders and file with the Trustee and 
the Conversion Agent a notice stating the proposed record date for a dividend 
or distribution of the proposed effective date of a subdivision, combination, 
reclassification, consolidation, merger, binding share exchange, transfer, 
liquidation or dissolution.  The Company shall file and mail the notice at 
least 15 days before such date.  Failure to file or mail the notice or any 
defect in it shall not affect the validity of the transaction.

     SECTION 10.14.  REORGANIZATION OF COMPANY; SPECIAL DISTRIBUTIONS.  If 
the Company is a party to a transaction subject to Section 5.01 (other than a 
sale of all or substantially all of the assets of the Company in a 
transaction in which the holders of Common Stock immediately prior to such 
transaction do not receive securities, cash or other assets of the Company or 
any other person) or a merger or binding share exchange which reclassifies or 
changes its outstanding Common Stock, the person obligated to deliver 
securities, cash or other assets upon conversion of Securities shall enter 
into a supplemental indenture.  If the issuer of securities deliverable upon 
conversion of Securities is an Affiliate of the successor Company, that 
issuer shall join in the supplemental indenture.

     The supplemental indenture shall provide that the Holder of a Security 
may convert it into the kind and amount of securities, cash or other assets 
which such Holder would have received immediately after the consolidation, 
merger, binding share exchange or transfer if such Holder had converted the 
Security immediately before the effective date of the transaction, assuming 
(to the extent applicable) that such Holder (i) was not a constituent person 
or an Affiliate of a constituent person to such transaction; (ii) made no 
election with respect thereto; and (iii) was treated alike with the plurality 
of non-electing Holders.  The supplemental indenture shall provide for 
adjustments which shall be as nearly equivalent as may be practical to the 
adjustments provided for in this Article 10.  The successor Company shall 
mail to Securityholders a notice briefly describing the supplemental 
indenture.

     If this Section applies, neither Section 10.06 nor 10.07 applies.

     If the Company makes a distribution to all holders of its Common Stock 
of any of its assets, or debt securities or any rights, warrants or options 
to purchase securities of the Company that, but for the provisions of the 
last paragraph of Section 10.08, would otherwise result in an adjustment in 
the Conversion Rate pursuant to the provisions of Section 10.08, then, from 
and after the record date for determining the holders of Common Stock 
entitled to receive the distribution, a Holder of a Security that converts 
such Security in accordance with the provisions


59



of this Indenture shall upon such conversion be entitled to receive, in 
addition to the shares of Common Stock into which the Security is 
convertible, the kind and amount of securities, cash or other assets 
comprising the distribution that such Holder would have received if such 
Holder had converted the Security immediately prior to the record date for 
determining the holders of Common Stock entitled to receive the distribution.

     SECTION 10.15.  COMPANY DETERMINATION FINAL.  Any determination that the 
Company or the Board of Directors must make pursuant to this Article 10 is 
conclusive.

     SECTION 10.16.  TRUSTEE'S ADJUSTMENT DISCLAIMER.  The Trustee has no 
duty to determine when an adjustment under this Article 10 should be made, 
how it should be made or what it should be.  The Trustee has no duty to 
determine whether a supplemental indenture under Section 10.14 need be 
entered into or whether any provisions of any supplemental indenture are 
correct.  The Trustee shall not be accountable for and makes no 
representation as to the validity or value of any securities or assets issued 
upon conversion of Securities.  The Trustee shall not be responsible for the 
Company's failure to comply with this Article 10.  Each Conversion Agent 
(other than the Company or an Affiliate of the Company) shall have the same 
protection under this Section 10.16 as the Trustee.

     SECTION 10.17.  SIMULTANEOUS ADJUSTMENTS.  If this Article 10 requires 
adjustments to the Conversion Rate under more than one of Sections 10.06(4), 
10.07 or 10.08, and the record dates for the distributions giving rise to 
such adjustments shall occur on the same date, then such adjustments shall be 
made by applying, first, the provisions of Section 10.06, second, the 
provisions of Section 10.08 and, third, the provisions of Section 10.07.

     SECTION 10.18.  SUCCESSIVE ADJUSTMENTS.  After an adjustment to the 
Conversion Rate under this Article 10, any subsequent event requiring an 
adjustment under this Article 10 shall cause an adjustment to the Conversion 
Rate as so adjusted.

                                   ARTICLE 11

                                 MISCELLANEOUS


     SECTION 11.01.  TRUST INDENTURE ACT CONTROLS.  If any provision of this
Indenture limits, qualifies or conflicts with another provision which is
required to be included in this Indenture by the TIA, the required provision
shall control.


                                      60



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

          if to the Company:

          Jacor Communications, Inc.
          50 East River Center Boulevard, 12th Floor
          Covington, Kentucky  41011
          Attention:  Treasurer

          Telephone: (606) 655-2267
          Telecopy:  (606) 655-9345

          if to the Trustee:

          The Bank of New York
          Corporate Trust Trustee Administration
          101 Barclay Street
          Floor 21 West
          New York, New York  10286


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

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

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

     If the Company mails a notice or communication to the Securityholders, 
it shall mail a copy to the Trustee and each Registrar, Paying Agent, 
Conversion Agent or co-registrar.

     SECTION 11.03.  COMMUNICATION 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, the Paying Agent, the 
Conversion Agent and anyone else shall have the protection of TIA Section 
312(c).


                                      61



     SECTION 11.04.  CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.  
Upon any request or application by the Company to the Trustee to take any 
action under this Indenture, the Trustee may require the Company to furnish 
either or both of the following:

          (1)  an Officers' Certificate stating that, in the opinion of the
     principal signer thereof, all conditions precedent, if any, provided for in
     this Indenture relating to the proposed action have been complied with; and

          (2)  an Opinion of Counsel stating that, in the opinion of such
     counsel, all such conditions precedent have been complied with.

     SECTION 11.05.  STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.  Each 
Officers' Certificate or Opinion of Counsel with respect to compliance with a 
covenant or condition provided for in this Indenture shall include:

          (1)  a statement that the principal signer of such Officers'
     Certificate or Opinion of Counsel 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
     Officers' Certificate or Opinion of Counsel are based;

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

          (4)  a statement that, in the opinion of such person, such covenant or
     condition has been complied with.

     SECTION 11.06.  SEPARABILITY CLAUSE.  In case any provision in this 
Indenture or in the Securities shall be invalid, illegal or unenforceable, 
the validity, legality and enforceability of the remaining provisions shall 
not in any way be affected or impaired thereby.

     SECTION 11.07.  RULES BY TRUSTEE, PAYING AGENT, CONVERSION AGENT AND 
REGISTRAR.  The Trustee may make reasonable rules for action by or a meeting 
of the Securityholders.  The Registrar, Conversion Agent and the Paying Agent 
may make reasonable rules for their functions.

     SECTION 11.08.  LEGAL HOLIDAY.  A "Legal Holiday" is any day other than 
a Business Day.  If any specified date (including a date for giving notice) 
is a Legal Holiday, the action shall be taken on the next succeeding day that 
is not a Legal Holiday, and to the extent applicable no Original Issue 
Discount or interest, if any, shall accrue for the intervening period.


                                      62



     SECTION 11.09.  GOVERNING LAW.  THIS INDENTURE AND THE SECURITIES SHALL 
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW 
YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW 
YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

     SECTION 11.10.  NO RECOURSE AGAINST OTHERS.  A director, officer, 
employee or stockholder, as such, of the Company shall not have any liability 
for any obligations of the Company under the Securities or this Indenture or 
for any claim based on, in respect of or by reason of such obligations or 
their creation.  By accepting a Security, each Securityholder shall waive and 
release all such liability.  The waiver and release shall be part of the 
consideration for the issue of the Securities.

     SECTION 11.11.  SUCCESSORS.  All agreements of the Company in this 
Indenture and the Securities shall bind its successor.  All agreements of the 
Trustee in this Indenture shall bind its successor.

     SECTION 11.12.  MULTIPLE ORIGINALS.  The parties may sign any number of 
copies of this Indenture.  Each signed copy shall be an original, but all of 
them together represent the same agreement.  One signed copy is enough to 
prove this Indenture.


                                      63



                                   SIGNATURES

     IN WITNESS WHEREOF, the undersigned, being duly authorized, have executed
this Indenture on behalf of the respective parties hereto as of the date first
above written.


                              JACOR COMMUNICATIONS, INC.



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


                              THE BANK OF NEW YORK,
                                   as Trustee



                              By:  /s/ Lucille Firrincieli
                                 ---------------------------------
                                   Title: Assistant Vice President

                                      64



                                                                       EXHIBIT A


                             [FORM OF FACE OF LYON]


     FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT WITH RESPECT TO EACH
$1,000 OF PRINCIPAL AMOUNT OF THIS SECURITY IS $608.94.  THE ISSUE DATE IS
FEBRUARY 9, 1998, AND THE YIELD TO STATED MATURITY IS 4.75% PER ANNUM (COMPUTED
ON A SEMIANNUAL BOND EQUIVALENT BASIS).

                                      A-1



                           JACOR COMMUNICATIONS, INC.

                       LIQUID YIELD OPTION-TM- NOTE DUE 2018
                             (ZERO COUPON -- SENIOR)

No. 

Issue Date:                          CUSIP No. 469858 AB 0
Issue Price: $391.06            
Original Issue Discount: $608.94
(for each $1,000 Principal amount)

     Jacor Communications, Inc., a Delaware corporation, promises to pay to
_______, or registered assigns, the Principal Amount of __________________ 
Dollars on February 9, 2018.

    This Security shall not bear interest except as specified on the other side
of this Security.  Original Issue Discount will accrue as specified on the other
side of this Security.  This Security is convertible as specified on the other
side of this Security.  All capitalized terms used herein without definition
shall have the respective meanings assigned thereto in the Indenture referred to
on the other side of this Security.

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



                                   JACOR COMMUNICATIONS, INC.


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


ATTEST:


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






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

- -TM-   Trademark of Merrill Lynch & Co., Inc.

                                      A-2



                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION



THE BANK OF NEW YORK
as Trustee


This Security is one of the Securities 
referred to in the within-mentioned 
Indenture.





By:  ----------------------------------


Dated:
      ----------------------
      Authorized Signatory

                                      A-3



                         [FORM OF REVERSE SIDE OF LYON]

                      LIQUID YIELD OPTION-TM- NOTE DUE 2018
                             (ZERO COUPON -- SENIOR)

          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, a New York corporation ("DTC"),
to the Company or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest therein.(1)

1.   INTEREST

     This Security shall not bear interest except as specified in this
paragraph.  If the Principal Amount hereof or any portion of such Principal
Amount is not paid when due (whether upon acceleration pursuant to Section 6.02
of the Indenture, upon the date set for payment of the Redemption Price pursuant
to paragraph 5 hereof, upon the date set for payment of a Purchase Price or
Change in Control Purchase Price pursuant to paragraph 6 hereof or upon the
Stated Maturity of this Security) or if shares of Common Stock (or cash in lieu
of fractional shares) in respect of a conversion of this Security in accordance
with the terms of Article 10 of the Indenture is not delivered when due, then in
each such case the overdue amount shall bear interest at the rate of 4.75% per
annum, compounded semiannually (to the extent that the payment of such interest
shall be legally enforceable), which interest shall accrue from the date such
overdue amount was due to the date payment of such amount, including interest
thereon, has been made or duly provided for.  All such interest shall be payable
on demand.

     Original Issue Discount (the difference between the Issue Price and the
Principal Amount of the Security), in the period during which a Security remains
outstanding, shall accrue at 4.75% per annum, on a semiannual bond equivalent
basis using a 360-day year composed of twelve 30-day months, commencing on the
Issue Date of this Security, and cease to accrue on the earlier of (a) the date
on which the Principal Amount at Stated Maturity hereof or any portion of such


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

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

- -TM-  Trademark of Merrill Lynch & Co., Inc.

                                      A-4



Principal Amount at Stated Maturity becomes due and payable and (b) any
Redemption Date, Conversion Date, Change in Control Purchase Date, Purchase Date
or other date on which such Original Issue Discount shall cease to accrue in
accordance with Section 2.08 of the Indenture.

2.   METHOD OF PAYMENT

     Subject to the terms and conditions of the Indenture, Jacor Communications,
Inc. (the "Company") will make payments in respect of the Securities to the
persons who are registered Holders of Securities at the close of business on the
Business Day preceding the Redemption Date or Stated Maturity, as the case may
be, or at the close of business on a Purchase Date, Change in Control Purchase
Date or Conversion Date, as the case may be.  Holders must surrender Securities
to a Paying Agent to collect such payments in respect of the Securities.  The
Company will pay cash amounts in money of The United States of America that at
the time of payment is legal tender for payment of public and private debts. 
However, the Company may make such cash payments in respect of a certificated
Security, if applicable, by check payable in such money; provided that payment
by wire transfer of immediately available funds will be required with respect to
payments in respect of 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 five days before the payment date.

3.   PAYING AGENT, CONVERSION AGENT AND REGISTRAR

     Initially, The Bank of New York, a New York banking corporation, as trustee
(the "Trustee"), will act as Paying Agent, Conversion Agent and Registrar.  The
Company may appoint and change any Paying Agent, Conversion Agent, Registrar or
co-registrar, upon notice to the Trustee and the Holders.  The Company or any of
its Subsidiaries or any of their Affiliates may act as Paying Agent, Conversion
Agent, Registrar or co-registrar.

4.   INDENTURE

     The Company issued the Securities under an Indenture, dated as of February
9, 1998 (the "Indenture"), between the Company and the Trustee.  The terms of
the Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended by the
Trust Indenture Reform Act of 1990, and, as in effect on the date of the
Indenture (the "TIA"), except as provided in Section 9.03 of the Indenture. 
Capitalized terms used herein or on the face hereof and not defined herein have
the meanings ascribed thereto in the Indenture.  The Securities are subject to
all such terms, and Securityholders are referred to the Indenture and the TIA
for a statement of those terms.


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

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

- -TM-  Trademark of Merrill Lynch & Co., Inc.

                                      A-5



     The Securities are general unsecured obligations of the Company limited to
the aggregate Principal Amount at Stated Maturity specified in Section 2.02 of
the Indenture (subject to Section 2.07 of the Indenture).  The Indenture does
not limit other indebtedness of the Company, secured or unsecured.

5.   REDEMPTION AT THE OPTION OF THE COMPANY

     No sinking fund is provided for the Securities.  The Securities are
redeemable as a whole, or from time to time in part, at any time at the option
of the Company at the Redemption Prices set forth below, PROVIDED, that the
Securities are not redeemable prior to February 9, 2003.

     The table below shows the Redemption Prices of a Security per $1,000
Principal Amount at Stated Maturity on the dates shown below and at Stated
Maturity, which prices reflect accrued Original Issue Discount calculated to
each such date.  The Redemption Price of a Security redeemed between such dates
would include an additional amount reflecting the additional Original Issue
Discount accrued from and including the next preceding date in the table through
the actual Redemption Date.




                                                                                     (2)
                                                             (1)               Accrued Origi-                   (3) Redemp-
                                                            LYON               nal Issue Dis-                  tion Price (1)
 Redemption Date                                        Issue Price            count at 4.75%                       + (2) 
                                                        -----------            --------------                  --------------
                                                                                                      
 February 9, 2003  . . . . . . . . . . . . . . . . . .    $391.06                 $103.46                       $  494.52 
 February 9, 2004  . . . . . . . . . . . . . . . . . .     391.06                  127.23                          518.29 
 February 9, 2005  . . . . . . . . . . . . . . . . . .     391.06                  152.14                          543.20 
 February 9, 2006  . . . . . . . . . . . . . . . . . .     391.06                  178.25                          569.31 
 February 9, 2007  . . . . . . . . . . . . . . . . . .     391.06                  205.61                          596.67 
 February 9, 2008  . . . . . . . . . . . . . . . . . .     391.06                  234.29                          625.35 
 February 9, 2009  . . . . . . . . . . . . . . . . . .     391.06                  264.34                          655.40 
 February 9, 2010  . . . . . . . . . . . . . . . . . .     391.06                  295.85                          686.91 
 February 9, 2011  . . . . . . . . . . . . . . . . . .     391.06                  328.86                          719.92 
 February 9, 2012  . . . . . . . . . . . . . . . . . .     391.06                  363.46                          754.52 
 February 9, 2013  . . . . . . . . . . . . . . . . . .     391.06                  399.73                          790.79 
 February 9, 2014  . . . . . . . . . . . . . . . . . .     391.06                  437.74                          828.80 
 February 9, 2015  . . . . . . . . . . . . . . . . . .     391.06                  477.57                          868.63 
 February 9, 2016  . . . . . . . . . . . . . . . . . .     391.06                  519.32                          910.38 
 February 9, 2017  . . . . . . . . . . . . . . . . . .     391.06                  563.08                          954.14 
 At maturity . . . . . . . . . . . . . . . . . . . . .     391.06                  608.94                        1,000.00 



6.   PURCHASE BY THE COMPANY AT THE OPTION OF THE HOLDER

     Subject to the terms and conditions of the Indenture, the Company shall
become obligated to purchase, at the option of the Holder, the Securities held
by such Holder on the following Purchase Dates and at the following Purchase
Prices per $1,000 Principal Amount at Stated Maturity of such Securities, upon
delivery of a Purchase Notice containing the information set 

                                      A-6



forth in the Indenture, at any time from the opening of business on the date 
that is 20 Business Days prior to such Purchase Date until the close of 
business on such Purchase Date and upon delivery of the Securities to the 
Paying Agent by the Holder as set forth in the Indenture.  Such Purchase 
Price (equal to the Issue Price plus accrued Original Issue Discount through 
such Purchase Date) may be paid, at the option of the Company, in cash or by 
the issuance and delivery of shares of Common Stock of the Company, or in any 
combination thereof.




     PURCHASE DATE                 PURCHASE PRICE
     -------------                 --------------
                                
     February 9, 2003                 $494.52   
     February 9, 2008                 $625.35   
     February 9, 2013                 $790.79   



     Subject to the terms and conditions of the Indenture, if any Change in
Control occurs on or prior to February 9, 2003, the Company shall, at the option
of the Holder, purchase all Securities for which a Change in Control Purchase
Notice shall have been delivered as provided in the Indenture and not withdrawn,
on the date that is 35 Business Days after the occurrence of such Change in
Control, for a Change in Control Purchase Price equal to the Issue Price plus
accrued Original Issue Discount through the Change in Control Purchase Date,
which Change in Control Purchase Price shall be paid in cash.  

    Holders have the right to withdraw any Purchase Notice or Change in Control
Purchase Notice, as the case may be, by delivering to the Paying Agent a written
notice of withdrawal in accordance with the provisions of the Indenture prior to
the close of business on the Purchase Date or Change in Control Purchase Date,
as the case may be.

    If cash sufficient to pay the Purchase Price or Change in Control Purchase
Price of all Securities or portions thereof to be purchased as of the Purchase
Date or the Change in Control Purchase Date, as the case may be, is deposited
with the Paying Agent on the Business Day following the Purchase Date or the
Change in Control Purchase Date, as the case may be, Original Issue Discount
ceases to accrue on such Securities (or portions thereof) on and after such
date, and the Holders thereof shall have no other rights as such (other than the
right to receive the Purchase Price or Change in Control Purchase Price, as the
case may be, upon surrender of such Security).

7.   NOTICE OF REDEMPTION

     Notice of redemption will be mailed at least 30 days but not more than 60
days before the Redemption Date to each Holder of Securities to be redeemed at
the Holder's registered address.  If money sufficient to pay the Redemption
Price of all Securities (or portions thereof) to be redeemed on the Redemption
Date is deposited with the Paying Agent prior to or on the Redemption Date, on
and after such date Original Issue Discount ceases to accrue on such Securities
or portions thereof.  Securities in denominations larger than $1,000 of
Principal Amount may be redeemed in part but only in integral multiples of
$1,000 of Principal Amount.

                                      A-7



8.   CONVERSION

     Subject to the next two succeeding sentences, a Holder of a Security may
convert it into Common Stock of the Company at any time before the close of
business on February 9, 2018; PROVIDED, HOWEVER, that if a Security is called
for redemption, the Holder may convert it at any time before the close of
business on the Redemption Date.  The number of shares of Common Stock to be
delivered upon conversion of a Security into Common Stock per $1,000 of
Principal Amount shall be equal to the Conversion Rate.  A Security in respect
of which a Holder has delivered a Purchase Notice or Change in Control Purchase
Notice exercising the option of such Holder to require the Company to purchase
such Security may be converted only if the notice of exercise is withdrawn in
accordance with the terms of the Indenture.

    The initial Conversion Rate is 6.245 shares of Common Stock per $1,000
Principal Amount, subject to adjustment in certain events described in the
Indenture.  The Company will deliver cash or a check in lieu of any fractional
share of Common Stock.

    To convert a Security a Holder must (i) complete and manually sign the
conversion notice on the back of the Security (or complete and manually sign a
facsimile of such notice) and deliver such notice to the Conversion Agent (or
the office or agency referred to in Section 4.05 of the Indenture), (ii) furnish
appropriate endorsements and transfer documents if required by the Conversion
Agent, the Company or the Trustee and (iii) pay any transfer or similar tax, if
required.  

     If the Holder converts more than one Security at the same time, the number
of shares of Common Stock issuable upon the conversion shall be based on the
total Principal Amount of the Securities converted.

    A Holder may convert a portion of a Security if the Principal Amount of such
portion is $1,000 or an integral multiple of $1,000.  No payment or adjustment
will be made for dividends on the Common Stock except as provided in the
Indenture.  On conversion of a Security, that portion of accrued Original Issue
Discount attributable to the period from the Issue Date to the Conversion Date
with respect to the converted Security shall not be cancelled, extinguished or
forfeited, but rather shall be deemed paid in full to the Holder thereof through
the delivery of the Common Stock in exchange for the Security being converted
pursuant to the terms hereof; and the fair market value of such Common Stock
(together with any cash payment in lieu of fractional shares of Common Stock)
shall be treated as issued, to the extent thereof, first in exchange for
Original Issue Discount accrued through the Conversion Date, and the balance, if
any, of such fair market value of such shares of Common Stock (and any such cash
payment) shall be treated as issued in exchange for the Issue Price of the
Security being converted pursuant to the provisions hereof.

    The Conversion Rate will be adjusted for dividends or distributions on
Common Stock payable in Common Stock or other Capital Stock; subdivisions,
combinations or certain reclassifications of Common Stock; distributions to all
holders of Common Stock of certain rights to purchase Common Stock for a period
expiring within 60 days at less than the Sale Price 

                                      A-8



at the Time of Determination; and distributions to such holders of assets or 
debt securities of the Company or certain rights to purchase securities of 
the Company (excluding certain cash dividends or distributions).  However, no 
adjustment need be made if Securityholders may participate in the transaction 
or in certain other cases. The Company from time to time may voluntarily 
increase the Conversion Rate.

    If the Company is a party to a consolidation, merger or binding share
exchange of the type specified in the Indenture, or certain transfers of all or
substantially all of its assets to another person, or in certain other
circumstances described in the Indenture, the right to convert a Security into
Common Stock may be changed into a right to convert it into securities, cash or
other assets of the Company or another person.

9.   CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION

     Any Securities called for redemption, unless surrendered for conversion
before the close of business on the Redemption Date, may be deemed to be
purchased from the Holders of such Securities at an amount not less than the
Redemption Price, together with accrued interest if any, to the Redemption Date,
by one or more investment bankers or other purchasers who may agree with the
Company to purchase such Securities from the Holders and to make payment for
such Securities to the Trustee in trust for such Holders.

10.  DENOMINATIONS; TRANSFER; EXCHANGE

     The Securities are in fully registered form, without coupons, in
denominations of $1,000 of Principal Amount and integral multiples of $1,000.  A
Holder may transfer or exchange Securities in accordance with the Indenture. 
The Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture.  The Registrar need not transfer or exchange
any Securities selected for redemption (except, in the case of a Security to be
redeemed in part, the portion of the Security not to be redeemed) or any
Securities in respect of which a Purchase Notice or Change in Control Purchase
Notice has been given and not withdrawn (except, in the case of a Security to be
purchased in part, the portion of the Security not to be purchased) or any
Securities for a period of 15 days before a selection of Securities to be
redeemed.

11.  PERSONS DEEMED OWNERS

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

12.  UNCLAIMED MONEY OR SECURITIES

     The Trustee and the Paying Agent shall return to the Company upon written
request any money or securities held by them for the payment of any amount with
respect to the Securities that remains unclaimed for two years, PROVIDED,
HOWEVER, that at the Company's request, the Trustee or such Paying Agent, before
being required to make any such return, shall at the 

                                      A-9



expense of the Company cause to be published once in THE WALL STREET JOURNAL 
or another newspaper of national circulation or mail to each such Holder 
notice that such money or securities remains unclaimed and that, after a date 
specified therein, which shall not be less than 30 days from the date of such 
publication or mailing, any unclaimed money or securities then remaining will 
be returned to the Company. After return to the Company, Holders entitled to 
the money or securities must look to the Company for payment as general 
creditors unless an applicable abandoned property law designates another 
person, and the Trustee and the Paying Agent shall have no further liability 
with respect to such money or securities for that period commencing after the 
return thereof.

13.  AMENDMENT; WAIVER

     Subject to certain exceptions set forth in the Indenture, (i) the Indenture
or the Securities may be amended with the written consent of the Holders of at
least a majority in aggregate Principal Amount of the Securities at the time
outstanding and (ii) certain defaults or noncompliance with certain provisions
may be waived with the written consent of the Holders of a majority in aggregate
Principal Amount of the Securities at the time outstanding.  Subject to certain
exceptions set forth in the Indenture, without the consent of any
Securityholder, the Company and the Trustee may amend the Indenture or the
Securities to cure any ambiguity, defect or inconsistency, or to comply with
Article 5 or Section 10.14 of the Indenture or to make any change that does not
adversely affect the rights of any Securityholder.

14.  DEFAULTS AND REMEDIES

    Under the Indenture, Events of Default include (i) default in payment of the
Principal Amount, Issue Price, accrued Original Issue Discount, Redemption
Price, Purchase Price or Change in Control Purchase Price, as the case may be,
in respect of the Securities when the same becomes due and payable; (ii) failure
either to deliver shares of Common Stock (or cash in lieu of fractional shares)
in accordance with the terms of the Indenture when such Common Stock (or cash in
lieu of fractional shares) is required to be delivered following conversion of a
Security and such failure is not remedied for a period of 10 days; (iii) failure
by the Company to comply with other agreements in the Indenture or the
Securities, subject to notice and lapse of time; (iv) default (A) in the payment
of any principal on any debt for borrowed money of the Company (excluding any
non-recourse debt), in an aggregate principal amount in excess of $10 million
when due at its final maturity after giving effect to any applicable grace
period and the holder thereof shall have taken affirmative action to enforce the
payment thereof, or (B) in the performance of any term or provision of any debt
for borrowed money of the Company (excluding any non-recourse debt) in an
aggregate principal amount in excess of $10 million that results in such debt
becoming or being declared due and payable prior to the date on which it would
otherwise become due and payable, unless, in the case of either clause (A) or
(B) above, (x) such acceleration or action to enforce payment, as the case may
be, has been rescinded or annulled, (y) such debt has been discharged or (z) a
sum sufficient to discharge in full such debt has been deposited in trust by or
on behalf of the Company, in each case, within a period of 10 days after there
has been given, by registered or certified mail, to the Company by the Trustee
or to the Company and the Trustee by the Holders of at least 25% in principal
amount of the 

                                      A-10



Securities, a written notice specifying such default or defaults and stating 
that such notice is a "Notice of Default" hereunder; or (v) certain events of 
bankruptcy or insolvency.  If an Event of Default occurs and is continuing, 
the Trustee, or the Holders of at least 25% in aggregate Principal Amount of 
the Securities at the time outstanding, may declare all the Securities to be 
due and payable immediately.  Certain events of bankruptcy or insolvency are 
Events of Default that will result in the Securities becoming due and payable 
immediately upon the occurrence of such Events of Default.

     Securityholders may not enforce the Indenture or the Securities except as
provided in the Indenture.  The Trustee may refuse to enforce the Indenture or
the Securities unless it receives reasonable indemnity or security.  Subject to
certain limitations, Holders of a majority in aggregate Principal Amount of the
Securities at the time outstanding may direct the Trustee in its exercise of any
trust or power.  The Trustee may withhold from Securityholders notice of any
continuing Default (except a Default in payment of amounts specified in clause
(i) above) if it determines that withholding notice is in their interests.

15.  TRUSTEE DEALINGS WITH THE COMPANY

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

16.  NO RECOURSE AGAINST OTHERS

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

17.  AUTHENTICATION

     This Security shall not be valid until an authorized signatory of the
Trustee manually signs the Certificate of Authentication on the other side of
this Security.

18.  ABBREVIATIONS

     Customary abbreviations may be used in the name of a Securityholder or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with right of survivorship and not as
tenants in common) and CUST (=custodian), and UNIF TRANS MIN ACT (=Uniform
Transfers to Minors Act).

                                      A-11



19.  GOVERNING LAW

    THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND TO BE PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAWS.

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

     The Company will furnish to any Securityholder upon written request and
without charge a copy of the Indenture which has in it the text of this Security
in larger type.  Requests may be made to:

     Jacor Communications, Inc.
     50 East River Center Boulevard
     12th Floor
     Covington, Kentucky  41011

                                      A-12



         ASSIGNMENT FORM                  CONVERSION NOTICE

To assign this Security, fill      To convert this Security into
in the form below:                 Common Stock of the Company,
                                   check the box:

I or we assign and transfer                      / /
this Security to                                  
                                                  
     -------------
     (Insert assignee's soc.
     sec. or tax ID no.)           To convert only part of this
                                   Security, state the Principal
- ------------------------------     Amount to be converted (which must be 
                                   $1,000 or an integral multiple of $1,000):
- ------------------------------                    
                                                 /$/
- ------------------------------                    
                                                  
- ------------------------------
(Print or type assignee's
name, address and zip code)        If you want the stock
                                   certificate made out in
and irrevocably appoint            another person's name, fill
_______________________ agent               in the form below:
to transfer this Security on
the books of the Company.  The                   / /
agent may substitute another                      
to act for him.                                   
                                        (Insert person's soc.
          EXCHANGE FORM                 sec. or tax ID no.)

To exchange its beneficial                   ------------------------------
interest in Global Security
held by the Depositary for a                 ------------------------------
Security or Securities in
definitive, registered form of               ------------------------------
authorized denominations and an
aggregate principal amount equal             ------------------------------
to its beneficial interest in                (Print or type person's name,
such Global Security, a Holder               address and zip code)
should check the box
     
    / /
     
     
- -----------------------------------------------------------------

Date:                  Your Signature:                        *
     -----------------                ------------------------

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

* Your signature must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

                                      A-13



                SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES***

          The following exchanges of a part of this Global Security for
Definitive Securities have been made:




                         Amount of                 Amount of               Principal Amount  
                         decrease in               increase in             at Maturity                   Signature of 
                         Principal Amount          Principal Amount        of this Global                authorized signatory of 
                         at Maturity               at Maturity of this     Security following            Trustee or  
Date of                  of this Global            Global                  such decrease (or             Securities 
Exchange                 Security                  Security                increase)                     Custodian 
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                             






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

***  This schedule should only be added if the Security is issued in global
     form.

                                      A-14

EX-12.1

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


                                                                             YEAR ENDED DECEMBER 31,
                                                              ------------------------------------------------------
                                                                1993       1994       1995       1996        1997
                                                              ---------  ---------  ---------  ---------  ----------
                                                                                           
EARNINGS:
  Income (loss) before income taxes and extraordinary
    loss....................................................  $   4,138  $   4,165  $  18,265  $  15,371  $   13,004
  Fixed charges.............................................      4,768      2,860      3,853     34,799      87,535
                                                              ---------  ---------  ---------  ---------  ----------
    Total...................................................  $   8,906  $   7,025  $  22,118  $  50,170  $  100,539
                                                              ---------  ---------  ---------  ---------  ----------
                                                              ---------  ---------  ---------  ---------  ----------
FIXED CHARGES:
  Interest expense..........................................  $   2,735  $     534  $   1,444  $  31,148  $   80,008
  Amortization of debt expense..............................        238        324        326      1,096       2,187
  Portion of rent expense deemed to be interest.............      1,795      2,002      2,083      2,555       5,340
                                                              ---------  ---------  ---------  ---------  ----------
    Total...................................................  $   4,768  $   2,860  $   3,853  $  34,799  $   87,535
                                                              ---------  ---------  ---------  ---------  ----------
                                                              ---------  ---------  ---------  ---------  ----------
Ratio of earnings to fixed charges..........................        1.9        6.0        5.7        1.4         1.1
                                                              ---------  ---------  ---------  ---------  ----------
                                                              ---------  ---------  ---------  ---------  ----------

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 11, 1998 on our audits of
the consolidated financial statements of Jacor Communications, Inc. and
Subsidiaries as of December 31, 1997 and 1996 and for each of the three years in
the period ended December 31, 1997, which report is included in Jacor
Communications, Inc.'s Annual Report on Form 10-K; and of our report dated
December 19, 1997 on our audits of the combined financial statements of Talk
Radio Network, Inc. and Chancellor Broadcasting Co., Inc. as of September 30,
1997 and for the nine months ended September 30, 1997, and the combined
financial statements of Talk Radio Network, Inc., Chancellor Broadcasting Co.,
Inc. and Broadcast Communications, Inc. as of December 31, 1996 and 1995 and for
each of the years in the period ended December 31, 1996, which report is
included in Jacor Communications, Inc.'s Current Report on Form 8-K(A) dated
April 30, 1998. We also consent to the reference to our firm under the caption
"Experts."
 
                                          COOPERS & LYBRAND L.L.P.
 
Cincinnati, Ohio
April 30, 1998

EX-23.2

                                                                    EXHIBIT 23.2
 
                        CONSENT OF INDEPENDENT AUDITORS
 
    We consent to the incorporation by reference in this Registration Statement
on Form S-3 of Jacor Communications, Inc., Jacor Communications Company and the
Subsidiary Guarantors, of our report dated February 13, 1998, with respect to
the combined balance sheets of Nationwide Communications as of December 31, 1997
and December 31, 1996, and the related combined statements of earnings, division
equity, and cash flows for each of the years in the three year period ended
December 31, 1997, which report appears in the Form 8-K(A) of Jacor
Communications, Inc. dated April 30, 1998. We also consent the reference to our
firm under the caption "Experts."
 
                                          KPMG Peat Marwick LLP
 
Columbus, Ohio
April 30, 1998

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, Jon M. Berry and Paul F. Solomon, or any of
them, as his true and lawful attorneys-in-fact and agents, with full power of
substitutions and resubstitutions, for him and in his name, place and stead, in
any and all capacities, to sign the Form S-3 Registratiion Statement regarding
the shelf registration of certain securities and any or all amendments
(including post-effective amendments) thereto (and to any Registration
Statements 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 subsitutute or substitutes, may lawfully do or cause to be done by virtue
hereof.
 
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Power of Attorney has been signed on April 30, 1998 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
 
                            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.
                                GACC-N26LB, Inc.
                    Great American Merchandising Group, Inc.
                  Great American Television Productions, Inc.
                         Jacor Broadcasting Corporation
                      Jacor Broadcasting of Atlanta, Inc.
                     Jacor Broadcasting of Charleston, Inc.
                      Jacor Broadcasting of Colorado, Inc.
                       Jacor Broadcasting of Denver, Inc.
                    Jacor Broadcasting of Kansas City, Inc.
                     Jacor Broadcasting of Las Vegas, Inc.
                    Jacor Broadcasting of Las Vegas II, Inc.
                     Jacor Broadcasting of Louisville, Inc.
                   Jacor Broadcasting of Louisville II, Inc.
                   Jacor Broadcasting of Salt Lake City, Inc.
                 Jacor Broadcasting of Salt Lake City II, Inc.
                     Jacor Broadcasting of San Diego, Inc.
                      Jacor Broadcasting of Sarasota, Inc.
                     Jacor Broadcasting of St. Louis, Inc.
                     Jacor Broadcasting of Tampa Bay, Inc.
                       Jacor Broadcasting of Toledo, Inc.
                     Jacor Broadcasting of Youngstown, Inc.
                               Jacor Cable, Inc.
                       Jacor Licensee of Charleston, Inc.
                      Jacor Licensee of Kansas City, Inc.
                       Jacor Licensee of Las Vegas, Inc.
                      Jacor Licensee of Las Vegas II, Inc.
                       Jacor Licensee of Louisville, Inc.
                     Jacor Licensee of Louisville II, Inc.
                     Jacor Licensee of Salt Lake City, Inc.
                   Jacor Licensee of Salt Lake City II, Inc.
                          Jacor/Premiere Holding, Inc.
                                   JBSL, 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 San Diego, Inc.
                           Nova Marketing Group, Inc.
                           NSN Network Services, Ltd.
                            Radio-Active Media, Inc.
                        Sports Radio Broadcasting, Inc.
                               Sports Radio, Inc.
                      The Sy Fischer Company Agency, Inc.
                                VTTV Productions
                                   WHOK, Inc.

                                   SCHEDULE 2
 
                        Inmobiliaria Radial, S.A. de C.V
                      Jacor Broadcasting of Florida, Inc.
                                  Nobro, S.C.