S-3

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 19, 2002

                                                      REGISTRATION NO. 333-

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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                             
         REGENT COMMUNICATIONS, INC.                      REGENT BROADCASTING, INC.
(Exact name of registrant as specified in its   (Exact name of registrant as specified in its
                  charter)                                        charter)





          DELAWARE                31-1492857                 DELAWARE                 61-1371632
                                                                         
(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)


                                                
Regent Broadcasting of Albany, Inc.        Delaware   61-1367566
Regent Broadcasting of Chico, Inc.         Delaware   91-1841263
Regent Broadcasting of El Paso, Inc.       Delaware   31-1671469
Regent Broadcasting of Erie, Inc.          Delaware   25-1838559
Regent Broadcasting of Flagstaff, Inc.     Delaware   86-0883259
Regent Broadcasting of Flint, Inc.         Delaware   11-2816474
Regent Broadcasting of Grand Rapids,       Delaware   61-1367565
  Inc.
Regent Broadcasting of Kingman, Inc.       Delaware   86-0883260
Regent Broadcasting of Lafayette, Inc.     Delaware   61-1395450
Regent Broadcasting of Lake Tahoe,         Delaware   91-1841261
  Inc.
Regent Broadcasting of Lexington, Inc.     Delaware   62-1700854
Regent Broadcasting of Mansfield, Inc.     Delaware   11-3356796
Regent Broadcasting of Palmdale, Inc.      Delaware   95-4645821
Regent Broadcasting of Peoria, Inc.        Delaware   37-1409348
Regent Broadcasting of Redding, Inc.       Delaware   91-1841262
Regent Broadcasting of San Diego, Inc.     Delaware   91-1853044
Regent Broadcasting of South Carolina,     Delaware   57-1073151
  Inc.
Regent Broadcasting of St. Cloud, Inc.     Delaware   61-1339265
Regent Broadcasting of St. Cloud II,      Minnesota   41-1606304
  Inc.
Regent Broadcasting of Utica/Rome,         Delaware   31-1671480
  Inc.
Regent Broadcasting of Watertown, Inc.     Delaware   31-1671476
Regent Broadcasting Midwest, Inc.          Delaware   61-1315369
Regent Broadcasting West Coast, Inc.     California   94-3128962
Regent Licensee of Chico, Inc.             Delaware   31-1621681
Regent Licensee of El Paso, Inc.           Delaware   31-1671470
Regent Licensee of Erie, Inc.              Delaware   25-1838861
Regent Licensee of Flagstaff, Inc.         Delaware   31-1621677
Regent Licensee of Kingman, Inc.           Delaware   86-0939969
Regent Licensee of Lake Tahoe, Inc.        Delaware   31-1622685
Regent Licensee of Lexington, Inc.         Delaware   31-1555710
Regent Licensee of Mansfield, Inc.         Delaware   34-1878147
Regent Licensee of Palmdale, Inc.          Delaware   31-1621678
Regent Licensee of Redding, Inc.           Delaware   91-1841262
Regent Licensee of San Diego, Inc.         Delaware   91-1853036
Regent Licensee of South Carolina,         Delaware   57-1073136
  Inc.
Regent Licensee of St. Cloud, Inc.         Delaware   61-1339266
Regent Licensee of Utica/Rome, Inc.        Delaware   31-1671482
Regent Licensee of Watertown, Inc.         Delaware   31-1671477
RepCom, Inc.                              Minnesota   41-1640145
Sartell FM, Inc.                          Minnesota   41-1620938



                                                 
(Exact name of                             (State or        (I.R.S.
registrant                                     other       Employer
as specified in its                     jurisdiction   Identification
charter)                                          of           No.)
                                        incorporation
                                                  or
                                        organization)



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

      100 EAST RIVERCENTER BOULEVARD, 9TH FLOOR, COVINGTON, KENTUCKY 41011
                                 (859) 292-0030
  (Address, including zip code, and telephone number, including area code, of
                   registrants' principal executive offices)
                             ---------------------

                                TERRY S. JACOBS
               CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
                          REGENT COMMUNICATIONS, INC.
                   100 EAST RIVERCENTER BOULEVARD, 9TH FLOOR
                           COVINGTON, KENTUCKY 41011
                                 (859) 292-0030
 (Name, address, including zip code and telephone number, including area code,
                             of agent for service)
                             ---------------------

                          COPIES OF COMMUNICATIONS TO:
                           RICHARD G. SCHMALZL, ESQ.
                              H. SAMUEL LIND, ESQ.
                           GRAYDON HEAD & RITCHEY LLP
                            1900 FIFTH THIRD CENTER
                               511 WALNUT STREET
                             CINCINNATI, OHIO 45202
                             PHONE: (513) 621-6464
                              FAX: (513) 651-3836
                                                          Continued on next page

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Continued from previous page

    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 interest
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 the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.  [ ]

                        CALCULATION OF REGISTRATION FEE


- -------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
                                                                                  PROPOSED MAXIMUM     PROPOSED MAXIMUM
                   TITLE OF EACH CLASS OF                       AMOUNT TO BE     OFFERING PRICE PER   AGGREGATE OFFERING
               SECURITIES TO BE REGISTERED(1)                    REGISTERED             UNIT             PRICE(2)(3)
- -------------------------------------------------------------------------------------------------------------------------
                                                                                            
Common Stock of Regent Communications, Inc.
Preferred Stock of Regent Communications, Inc.
Convertible Preferred Stock of Regent Communications, Inc.
Depositary Shares of Regent Communications, Inc.
Debt Securities of Regent Communications, Inc.
Convertible Debt Securities of Regent Communications, Inc.
Warrants to purchase any of the foregoing Securities
Stock Purchase Contracts of Regent Communications, Inc.
Stock Purchase Units of Regent Communications, Inc.
Guarantees of Debt Securities and Convertible Debt
 Securities of Regent Communications, Inc. by Subsidiary
 Guarantors(5)
Debt Securities of Regent Broadcasting, Inc.
Convertible Debt Securities of Regent Broadcasting, Inc.
Guarantees of Debt Securities and Convertible Debt
 Securities of Regent Broadcasting, Inc. by Regent
 Communications, Inc. and Subsidiary Guarantors(5)
Total                                                                (2)                (2)            $250,000,000.00
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- -------------------------------------------------------------------------------------------------------------------------


- ------------------------------------------------------------  -----------------
- ------------------------------------------------------------  -----------------
                                                                  AMOUNT OF
                   TITLE OF EACH CLASS OF                       REGISTRATION
               SECURITIES TO BE REGISTERED(1)                      FEE(4)
- ------------------------------------------------------------  -----------------
                                                           
Common Stock of Regent Communications, Inc.
Preferred Stock of Regent Communications, Inc.
Convertible Preferred Stock of Regent Communications, Inc.
Depositary Shares of Regent Communications, Inc.
Debt Securities of Regent Communications, Inc.
Convertible Debt Securities of Regent Communications, Inc.
Warrants to purchase any of the foregoing Securities
Stock Purchase Contracts of Regent Communications, Inc.
Stock Purchase Units of Regent Communications, Inc.
Guarantees of Debt Securities and Convertible Debt
 Securities of Regent Communications, Inc. by Subsidiary
 Guarantors(5)
Debt Securities of Regent Broadcasting, Inc.
Convertible Debt Securities of Regent Broadcasting, Inc.
Guarantees of Debt Securities and Convertible Debt
 Securities of Regent Broadcasting, Inc. by Regent
 Communications, Inc. and Subsidiary Guarantors(5)
Total                                                            $23,000.00
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(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 the purpose of computing the registration fee in
    accordance with Rule 457(o) of the General Rules and Regulations under the
    Securities Act of 1933, as amended. If any debt securities or convertible
    debt securities are issued under this Registration Statement at an original
    issue discount, the proposed maximum aggregate offering price shall be such
    greater amount as shall result in net proceeds of $250,000,000.00 to the
    registrants.

(4) The registration fee of $23,000.00 was calculated pursuant to Rule 457(o) of
    the General Rules and Regulations under the Securities Act of 1933, as
    amended, by multiplying (A) .000092 by (B) the proposed maximum aggregate
    offering price.

(5) Pursuant to Rule 457(n) of the General Rules and Regulations under the
    Securities Act of 1933, as amended, no separate fee is payable with respect
    to the Guarantees registered hereby.

    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.


                  SUBJECT TO COMPLETION, DATED MARCH 19, 2002

PROSPECTUS

                          [REGENT COMMUNICATIONS LOGO]

     Regent may offer from time to time, at prices and on terms to be
determined:

     - shares of common stock;

     - shares of preferred stock, which may be convertible into common stock;

     - depositary shares representing fractions of shares of preferred stock;

     - debt securities, which may be convertible and could consist of
       debentures, notes or other types of debt;

     - warrants to purchase any of the foregoing securities;

     - stock purchase contracts;

     - stock purchase units; and/ or

     - guarantees of the debt securities of Regent Broadcasting, Inc.

     Regent Broadcasting, Inc. may offer from time to time, at prices and on
terms to be determined:

     - debt securities, which may be convertible and could consist of
       debentures, notes or other types of debt; and/or

     - guarantees of the debt securities of Regent Communications, Inc.

     Some of our direct and indirect wholly-owned subsidiaries may guarantee the
debt securities of Regent and/or Regent Broadcasting, Inc. offered under this
prospectus.

     Unless provided otherwise in a prospectus supplement, the aggregate
offering price of the securities offered by Regent and Regent Broadcasting, Inc.
will not exceed $250,000,000.

     Each time we offer securities, we will provide a supplement to this
prospectus that will describe the specific terms of any securities we offer and
the specific manner in which we will offer the securities. The prospectus
supplements may also add, update or change information contained in this
prospectus.

     Regent common stock is traded on The Nasdaq National Market under the
symbol "RGCI." The prospectus supplement for other securities offered hereby
will inform you if such securities are to be traded on The Nasdaq National
Market or any national securities exchange and the trading symbol for such
securities.
                             ---------------------

     FOR A DESCRIPTION OF CERTAIN SIGNIFICANT CONSIDERATIONS IN CONNECTION WITH
THE SHARES AND RELATED MATTERS DESCRIBED IN THIS DOCUMENT, SEE "RISK FACTORS"
BEGINNING ON PAGE 3.
                             ---------------------

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
                             ---------------------

     THE INFORMATION IN THIS DOCUMENT IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS DOCUMENT IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
                             ---------------------

                The date of this prospectus is           , 2002


                             ABOUT THIS PROSPECTUS

     This prospectus is part of a shelf registration statement that we filed
with the SEC. By using a shelf registration statement, we may sell, from time to
time, in one or more offerings, any combination of the securities described in
this prospectus. The total dollar amount of the securities we may sell through
these offerings will not exceed $250 million, unless provided otherwise in a
prospectus supplement.

     This prospectus only provides you with a general description of the
securities we may offer. Each time we sell securities, we will provide a
prospectus supplement that contains specific information about the terms of such
securities. The prospectus supplement may also add, update or change information
contained in this prospectus. You should read both this prospectus and any
prospectus supplement, together with the additional information described under
the heading "Where You Can Find More Information."

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

     YOU SHOULD RELY ONLY ON INFORMATION CONTAINED IN THIS DOCUMENT OR TO WHICH
WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL
TO SELL THESE SECURITIES.

                                        2


                                  RISK FACTORS

     You should carefully consider the following risk factors in addition to the
other information in this prospectus before purchasing our securities. Each of
these risk factors could adversely affect our business, operating results and
financial condition, as well as the value of an investment in our securities.
There may also be additional risk factors in any prospectus supplement relating
to particular securities that you should read and carefully consider before
purchasing such securities.

WE HAVE A HISTORY OF NET LOSSES THAT MAY CONTINUE IN THE FORESEEABLE FUTURE.

     We had a net loss of approximately $1.7 million for the year ended December
31, 2001. We had net income of approximately $13.9 million for the year ended
December 31, 2000, primarily due to a gain of approximately $17.5 million which
we recognized on an exchange of radio stations with Clear Channel
Communications, Inc. We had a net loss of approximately $6.8 million for the
year ended December 31, 1999. The primary reasons for our losses in 2001, 2000
(when excluding the gain on our exchange of radio stations) and 1999, are
significant charges for depreciation and amortization relating to the
acquisitions of radio stations and interest charges on our outstanding debt. As
we acquire additional stations, depreciation and interest charges will probably
increase. Although effective January 1, 2002 we will no longer be required to
expense amortization relating to goodwill and other indefinite life intangible
assets, we will likely have a net loss for the first quarter of 2002, and we may
continue to experience net losses in the future.

OUR ACQUISITION STRATEGY MAY NOT BE SUCCESSFUL.

     We have experienced rapid growth, and intend to continue our aggressive
growth strategy, by acquiring radio stations in middle and small-sized markets.
This strategy is subject to a variety of risks, including the:

     - increase in prices for radio stations due to increased competition for
       acquisition opportunities;

     - reduction in the number of suitable acquisition targets resulting from
       continued industry consolidation;

     - inability to negotiate definitive purchase agreements on satisfactory
       terms;

     - loss of key employees of acquired stations;

     - diversion of management's attention from other business concerns;

     - inability to sell any non-performing station; and

     - failure or unanticipated delays in completing acquisitions due to
       difficulties in obtaining required regulatory approvals.

     If we are unable to grow as planned, we may not be able to compete
successfully with larger broadcasting companies and other media.

IF WE ARE UNABLE TO MANAGE EFFECTIVELY OUR PLANNED RAPID GROWTH, OUR OPERATIONS
AND REVENUES COULD SUFFER.

     We have grown substantially in a relatively short period of time and we
intend to grow rapidly in the future. To manage our growth successfully, we
must, among other things, continue to develop our financial and management
controls and management information systems, stringently control our costs,
increase our marketing activities, attract and retain qualified management
personnel, and train new personnel.

WE MAY NOT BE ABLE TO OBTAIN SUFFICIENT ADDITIONAL FINANCING FOR FUTURE
ACQUISITIONS.

     Depending upon the nature, size and timing of our acquisitions, we may
require financing in excess of that available under our bank credit facility. We
cannot assure you that our bank credit facility or any other agreements to which
we are a party will permit additional borrowings at the desired times. Nor can
we assure you that additional and/or alternative financing from other sources
will be available to us or, if available, that the financing would be on terms
acceptable to us.

                                        3


RESTRICTIONS AND LIMITATIONS IMPOSED UNDER OUR CREDIT FACILITY COULD ADVERSELY
AFFECT OUR ABILITY TO OPERATE OUR BUSINESS AND IMPLEMENT OUR STRATEGY.

     Our credit facility restricts, subject to certain conditions, among other
things, our ability to:

     - incur additional indebtedness and/or liens;

     - issue capital stock in certain circumstances;

     - pay dividends or make certain other restricted payments;

     - make certain investments or acquisitions;

     - enter into certain transactions with affiliates;

     - merge or consolidate with any other person; or

     - sell, assign, transfer, lease, convey, or otherwise dispose of all or
       substantially all of our assets.

WE MAY LOSE AUDIENCE SHARE AND ADVERTISING REVENUE TO COMPETING RADIO STATIONS.

     Our radio stations compete with other radio stations in each market for
audience share and advertising revenue. Our advertising revenue primarily
depends upon our stations' audience share in the demographic groups targeted by
our advertisers. If a competing station converts to a format similar to that of
one of our stations, or if one of our competitors strengthens its operations,
our stations could suffer a reduction in ratings and advertising revenue. Other
radio companies which are larger and have more resources may also enter our
markets. Although we believe our stations are well positioned to compete, we
cannot assure you that our stations will maintain or increase their current
ratings or advertising revenue.

WE MAY LOSE AUDIENCE SHARE AND ADVERTISING REVENUE TO INDIRECT COMPETITORS.

     We also compete with other media such as television, newspapers, direct
mail and outdoor advertising for advertising revenue. The radio broadcasting
industry is also facing competition from new media technologies that are being
developed, such as the following:

     - audio programming by cable television systems, direct broadcasting
       satellite systems and other digital audio broadcasting formats;

     - satellite-delivered digital audio radio service, which could result in
       the introduction of several new satellite radio services with sound
       quality equivalent to that of compact discs; and

     - in-band-on-channel digital radio and new low power FM radio, which could
       provide radio services in the same frequency range currently occupied by
       traditional FM and AM radio services.

     A loss of audience share to these media could result in decreased
advertising revenue for us.

AN ECONOMIC DOWNTURN IN ANY OF OUR SIGNIFICANT MARKETS COULD ADVERSELY AFFECT
OUR REVENUE AND CASH FLOW.

     Our stations are located in a relatively small number of markets. A
significant decline in net broadcasting revenue from our stations in any of our
significant markets could have a material adverse effect on our operations and
financial condition.

THE LOSS OF KEY PERSONNEL COULD DISRUPT THE MANAGEMENT OF OUR BUSINESS.

     Our business depends upon the continued efforts, abilities and expertise of
Terry S. Jacobs, William L. Stakelin and our other executive officers and key
employees. We believe that the unique combination of skills and experience
possessed by these individuals would be difficult to replace and that, in
particular, the loss of Mr. Jacobs or Mr. Stakelin would have a material adverse
effect on us. These adverse effects could include the impairment of our ability
to execute our acquisition and operating strategies and a decline in our
standing

                                        4


in the radio broadcast industry. We do not presently have, and are not seeking,
"key man" insurance on the life of Mr. Jacobs or Mr. Stakelin.

WE COULD EXPERIENCE DELAYS IN EXPANDING OUR BUSINESS DUE TO ANTITRUST LAWS AND
OTHER REGULATORY CONSIDERATIONS.

     The Federal Trade Commission, the United States Department of Justice and
the Federal Communications Commission carefully review proposed transactions
under their respective regulatory authority, focusing on the effects on
competition, the number of stations owned in a market and/or the effects on
concentration of market revenue share. Any delay, prohibition or modification
required by such regulatory authorities could adversely affect the terms of a
proposed transaction or could require us to abandon an otherwise attractive
opportunity. We have experienced delays from time to time in connection with
some of our acquisitions.

IF WE COULD NOT RENEW OUR FCC LICENSES, OUR BUSINESS WILL BE IMPAIRED.

     Our business is dependent upon maintaining our broadcasting licenses issued
by the FCC, which are issued currently for a maximum term of eight years. Our
broadcasting licenses will expire between 2004 and 2006. We cannot assure you
that our pending or future renewal applications will be approved, or that such
renewals will not include conditions or qualifications that could adversely
affect our operations. Moreover, governmental regulations and policies may
change over time and we cannot assure you that such changes would not have a
material adverse impact upon our business, financial condition and results of
operations.

IF WE DEFAULT UNDER OUR CREDIT FACILITY, WE MAY NOT BE ABLE TO REPAY SUCH
INDEBTEDNESS.

     Our credit facility requires us to maintain specified financial ratios and
satisfy certain financial condition tests. A breach of these or any other credit
facility restrictions could result in a default under our credit facility. If an
event of default occurs, then our credit facility lenders could declare all
amounts outstanding, including accrued interest, immediately due and payable. If
our credit facility indebtedness were accelerated, our assets may not be
sufficient to repay in full such indebtedness and our other indebtedness.

WE HAVE ESTABLISHED CERTAIN ANTI-TAKEOVER MEASURES THAT COULD PREVENT AN
ACQUISITION OR CHANGE OF CONTROL OF OUR COMPANY.

     Some of the provisions of our charter and bylaws could discourage, delay or
prevent an acquisition or change of control of our company even if our
stockholders believe the change in control would be in our and their best
interests and even if the transaction might be at a premium price. These
provisions:

     - permit the Board of Directors to increase its own size and fill the
       resulting vacancies;

     - permit the Board of Directors, without stockholder approval, to issue
       preferred stock with such dividend, liquidation, conversion, voting and
       other rights as the Board may determine; and

     - limit the persons who may call special meetings of stockholders.

     In addition, Section 203 of the Delaware General Corporation Law also
imposes restrictions on mergers and other business combinations between us and
any holder of 15% or more of our common stock.

STOCKHOLDERS OWNING A SUBSTANTIAL AMOUNT OF OUR COMMON STOCK MAY RESELL SHARES
INTO THE MARKET, WHICH COULD CAUSE THE MARKET PRICE OF OUR COMMON STOCK TO DROP
SIGNIFICANTLY.

     During and following the periods in which sales of the securities offered
hereby may be made, stockholders owning a substantial number of currently
restricted shares of our common stock may be free to resell their shares, in
accordance with registration rights, Rule 144, or otherwise. From time to time,
we may also issue additional shares of our common stock in acquisitions and/or
in public or private offerings. As restrictions on resale end, and as additional
shares may be issued by us, the market price of our common stock could drop
significantly if the holders of these shares sell them, or are perceived by the
market as intending to sell them.

                                        5


                           FORWARD-LOOKING STATEMENTS

     This prospectus includes forward-looking statements. We have based these
forward-looking statements largely on our current expectations and projections
about future events and financial trends affecting the financial condition of
our business. These forward-looking statements are subject to a number of risks,
uncertainties and assumptions about us, including, among other things:

     - general economic and business conditions, both nationally and in our
       markets;

     - our expectations and estimates concerning future financial performance,
       financing plans and the impact of competition;

     - anticipated trends in the radio business;

     - existing and future regulations affecting the radio business;

     - our acquisition opportunities; and

     - other risk factors set forth in the "Risk Factors" section of this
       prospectus.

     In addition, in this prospectus, the words "believe," "may," "will,"
"estimate," "continue," "anticipate," "intend," "expect" and similar
expressions, as they relate to us, our business or our management, are intended
to identify forward-looking statements.

     We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
In light of these risks and uncertainties, the forward-looking events and
circumstances discussed in this prospectus may not occur and actual results
could differ materially from those anticipated or implied in the forward-looking
statements.

                          REGENT COMMUNICATIONS, INC.

     We are a radio broadcasting company focused on acquiring, developing and
operating radio stations in middle and small-sized markets. We were founded in
1996 by Terry S. Jacobs and William L. Stakelin, who have more than 60 years of
combined experience in establishing, growing and operating radio broadcasting
companies. Regent Broadcasting, Inc. is a wholly-owned subsidiary of Regent
Communications, Inc.

     Our acquisition strategy is to expand within our existing markets and to
enter into new middle and small-sized markets in which we believe we can
effectively execute our operating strategies. After entering a market, we seek
to acquire additional stations that will allow us to reach a wider range of
demographic groups to appeal to advertisers and increase revenue. We also
integrate these stations into our existing operations in an effort to achieve
substantial cost savings. Our strong management team has successfully executed
this strategy and has strengthened our operations by selling stations in various
markets that did not fit within our existing strategy and by exiting our
smallest markets as planned.

     Our principal executive offices are located at 100 East RiverCenter
Boulevard, 9th Floor, Covington, Kentucky 41011 and our telephone number is
(859) 292-0030.

     For more detailed information about us, please see our Annual Report on
Form 10-K for the year ended December 31, 2001; our Proxy Statement dated April
19, 2001; and the description of our common stock contained in our registration
statement filed under the Securities Exchange Act of 1934, including any
amendment or report filed for the purpose of updating such description, which
are incorporated into this document by reference. See "Where You Can Find More
Information."

                                USE OF PROCEEDS

     We do not currently have specific plans for the use of the net proceeds
from the sale of securities offered hereby. However, we currently anticipate
that any such net proceeds would be used for general corporate purposes, which
may include working capital, capital expenditures, repayment of indebtedness,
investments and acquisitions. When we sell securities offered by this
prospectus, the prospectus supplement for those
                                        6


securities will set forth our intended use for the net proceeds received from
the sale of such securities. Pending the application of the net proceeds, we
expect 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 Regent for the periods shown
(dollars in thousands):



                                                             YEAR ENDED DECEMBER 31,
                                                 -----------------------------------------------
                                                 1997     1998       1999       2000     2001(2)
                                                 ----     ----       ----       ----     -------
                                                                          
Ratio of earnings to fixed charges(1)..........
Ratio of earnings to combined fixed charges and
  preferred stock dividends(1).................


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

(1) For the purpose of computing the ratio of earnings to fixed charges as
    prescribed by the rules and regulations of the SEC, 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) We had no shares of Regent preferred stock outstanding and no dividends were
    declared or paid on Regent preferred stock during the periods indicated.

                     DESCRIPTION OF CAPITAL STOCK OF REGENT

GENERAL

     Our authorized capital stock consists of 140,000,000 shares of capital
stock, consisting of 100,000,000 shares of common stock, par value $.01 per
share, and 40,000,000 shares of preferred stock, par value $.01 per share. As of
          , 2002, we had issued and outstanding      shares of common stock and
no shares of preferred stock. We also had      shares of Regent common stock
reserved for issuance under our various stock plans and [790,000] shares of
common stock reserved for issuance under our outstanding warrants (subject to
adjustment).

     We hold, directly or indirectly, licenses from the FCC to conduct our
business and these licenses are conditioned upon some or all of the holders of
our capital stock possessing prescribed qualifications. Our charter allows us to
redeem our capital stock to the extent necessary to prevent the loss of, or to
reinstate any of, these licenses. Such redemption would be for cash, property or
rights, including other securities issued by us, at such time or times as our
Board of Directors should determine upon notice, and would follow the same
procedures as are applicable to redemption of our preferred stock. The
redemption price would be equal to the greater of the amount of its liquidation
preference or its fair market value.

COMMON STOCK

     Holders of our common stock are entitled to one vote per share on all
matters submitted to a vote of stockholders. The holders of our common stock are
entitled to receive, pro rata, dividends as may be declared by our Board of
Directors out of funds legally available for the payment of dividends. There are
no preemptive rights to subscribe for any additional securities that we may
issue. Other than as described above, there are no redemption provisions or
sinking fund provisions applicable to our common stock, nor is our common stock
subject to calls or assessments by us.

     In the event of any liquidation, dissolution or winding up of our affairs,
holders of our common stock will be entitled to share ratably in our assets
remaining after payment or provision for payment of all of our

                                        7


debts and obligations and liquidation payments to holders of any outstanding
shares of presently undesignated preferred stock that has a liquidation
preference.

PREFERRED STOCK

     We have in the past designated shares of our preferred stock in several
different series, none of which are currently outstanding. Of these shares,
6,768,862 remain designated in several of those series. Our Board of Directors
has the authority, subject to the limitations prescribed by law and the
provisions of our charter, to provide for the issuance of up to 33,231,138
shares of currently undesignated preferred stock in series, to establish from
time to time the number of our shares to be included in each of these series,
and to fix the designations, powers, preferences and rights of the shares of
each series and the qualifications, limitations or restrictions thereof. Among
the specific matters that may be determined by the Board of Directors are the
number of shares constituting each series and the distinctive designation
thereof; the dividend rate, whether dividends will be cumulative, and the
relative rights of priority, if any, on the payment of dividends; whether the
series will have voting rights in addition to the voting rights provided by law,
and, if so, the terms of those voting rights; whether the series will have
conversion privileges, and if so, the terms of the conversion, including
provision for adjustment of the conversion rate; redemption rights and the terms
thereof; whether the series will have a sinking fund and if so, the terms and
amount of the sinking fund; and the rights of the shares of the series in the
event of our voluntary or involuntary liquidation, dissolution or winding up,
and the relative rights of priority, if any, of payment of shares of these
series. Any undesignated preferred stock issued by us may:

     - rank prior to the common stock as to dividend rights, liquidation
       preference or both;

     - have full or limited voting rights; and

     - be convertible into shares of common stock.

     The issuance of undesignated preferred stock could have the effect of
making it more difficult for a third party to acquire, or of discouraging a
third party from acquiring or seeking to acquire, a significant portion of our
outstanding common stock.

CERTAIN ANTI-TAKEOVER EFFECTS

     Bylaws.  The provisions of our bylaws summarized in the following
paragraphs may be deemed to have anti-takeover effects. These provisions may
have the effect of discouraging a future takeover attempt that is not approved
by the Board of Directors, but that individual stockholders may deem to be in
their best interests or in which stockholders may receive a substantial premium
for their shares over then-current market prices. As a result, stockholders who
might desire to participate in such a transaction may not have an opportunity to
do so.

     Number of Directors and Filling Vacancies.  Our bylaws provide that the
number of directors shall be fixed from time to time by the vote of a majority
of the Board of Directors. Our bylaws further allow a majority of the incumbent
directors to add additional directors without approval of stockholders until the
next annual meeting of stockholders at which directors are elected.

     Meetings of Stockholders.  Our bylaws provide that a special meeting of
stockholders may be called only by the Chairman, President, or the Board of
Directors or at the request of stockholders holding 20% or more of the
outstanding voting stock, unless otherwise required by law. Our bylaws provide
that only those matters set forth in the notice of the special meeting may be
considered or acted upon at that special meeting unless otherwise provided by
law.

DELAWARE GENERAL CORPORATION LAW

     The following provisions of Title 8 of the Delaware General Corporation Law
may delay or make more difficult acquisitions or changes of control of us and
may make it more difficult to accomplish transactions that stockholders may
otherwise believe to be in their best interests. These provisions may also have
the

                                        8


effect of preventing changes in our management. Our charter and bylaws do not
exclude us from these provisions.

     Certain Business Combinations.  In general, section 203 of Title 8 of the
Delaware General Corporation Law restricts the ability of a Delaware corporation
whose stock is traded publicly or that has more than 2,000 stockholders to
engage in any combination with an interested stockholder for three years
following the date of the transaction in which the stockholder became an
interested stockholder, unless: (1) the combination or triggering purchase of
shares is approved by the board of directors prior to the date of the triggering
purchase; (2) the combination or triggering purchase of shares is approved by
the board of directors and two-thirds of the disinterested voting shares at or
after the date of the triggering purchase; or (3) the triggering purchase of
shares results in the interested stockholder owning at least 85% of the
outstanding voting stock (exclusive of shares owned by directors, officers or
certain employee stock plans). "Interested stockholder" means any person, other
than the corporation and its subsidiaries, who is:

     - the beneficial owner, directly or indirectly, of 15% or more of the
       outstanding voting shares; or

     - an affiliate or associate of the corporation and, at any time within
       three years immediately before the date in question, was the beneficial
       owner, directly or indirectly, of 15% or more of the then outstanding
       voting shares of the corporation.

     The provisions described do not apply to corporations that so elect in a
charter amendment approved by a majority of the shares entitled to vote. Such a
charter amendment, however, would not become effective for 12 months after its
passage and would apply only to stock acquisitions occurring after its effective
date. Our charter does not exclude us from the restrictions imposed by these
provisions. The provisions also excuse transactions in which one who does not
otherwise qualify as an interested shareholder for three years prior to the
business combination inadvertently becomes an interested shareholder so long as
sufficient ownership is divested as soon as practicable.

LIMITATIONS ON LIABILITIES AND INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Limitations on Liabilities.  As permitted by the General Corporation Law of
Delaware, our charter contains a provision eliminating liability of directors to
us and our stockholders for damages for breach of fiduciary duty as a director.
The provision does not, however, eliminate or limit the personal liability of a
director for:

     - acts or omissions which constitute a breach of the duty of loyalty;

     - acts or omissions which involve intentional misconduct, bad faith or a
       knowing violation of law;

     - unlawful distributions in violation of Section 174 of the Delaware
       General Corporation Law; or

     - transactions from which the director derived an improper personal
       benefit.

     This provision offers persons who serve on the Board of Directors
protection against awards of monetary damages resulting from breaches of their
fiduciary duty, except as indicated above. As a result of this provision, our
ability or that of one of our stockholders to successfully prosecute an action
against a director for a breach of his fiduciary duty is limited. However, the
provision does not affect the availability of equitable remedies such as an
injunction or rescission based upon a director's breach of his fiduciary duty.
The Securities and Exchange Commission has taken the position that the provision
will have no effect on claims arising under the federal securities laws.

     Indemnification.  Our charter and bylaws provide for mandatory
indemnification rights to the maximum extent permitted by applicable law,
subject to limited exceptions, to any of our directors or officers who, by
reason of the fact that he or she is a director or officer, is involved in a
legal proceeding of any nature. These indemnification rights include
reimbursement for expenses incurred by a director or officer in advance of the
final disposition of the proceeding in accordance with the applicable provisions
of Chapter 145 of the Delaware General Corporation Law. We also maintain
directors' and officers' liability insurance.

                                        9


TRANSFER AGENT AND REGISTRAR

     Fifth Third Bank, Cincinnati, Ohio is the transfer agent and registrar for
our common stock.

                   DESCRIPTION OF DEPOSITARY SHARES OF REGENT

GENERAL

     We may issue depositary shares, each of which will represent a fractional
interest of a share of a particular series of preferred stock, as specified in
the applicable prospectus supplement. We will deposit with a "preferred stock
depositary" shares of preferred stock of each series represented by depositary
shares. We will enter into a "deposit agreement" with the preferred stock
depositary and holders from time to time of the depositary receipts issued by
the preferred stock depositary which evidence the depositary shares. Subject to
the terms of the deposit agreement, each owner of a depositary receipt will be
entitled, in proportion to the holder's fractional interest in the preferred
stock, to all the rights and preferences of the series of the preferred stock
represented by the depositary shares (including dividend, voting, conversion,
redemption and liquidation rights).

     Immediately after we issue and deliver the preferred stock to a preferred
stock depositary, we will cause the preferred stock depositary to issue the
depositary receipts on our behalf. You may obtain copies of the applicable form
of deposit agreement and depositary receipt from us upon request. The statements
made in this section relating to the deposit agreement and the depositary
receipts are summaries of certain anticipated provisions. These summaries are
not complete and we may modify them in a prospectus supplement. For more detail,
we refer you to the deposit agreement itself, which we will provide upon
request.

                    DESCRIPTION OF DEBT SECURITIES OF REGENT

     We may issue senior or subordinated debt securities. The senior debt
securities will constitute part of our senior debt, will be issued under a
senior debt indenture and will rank on a parity with all of our other unsecured
and unsubordinated debt. The subordinated debt securities will be issued under a
subordinated debt indenture, and will be subordinate and junior in right of
payment, as set forth in the subordinated debt indenture, to all of our senior
indebtedness. If this prospectus is being delivered in connection with a series
of subordinated debt securities, the accompanying prospectus supplement or the
information we incorporate in this prospectus by reference will indicate the
approximate amount of senior indebtedness outstanding as of the end of the most
recent fiscal quarter. We refer to our senior debt indenture and our
subordinated debt indenture individually as an "indenture" and collectively as
the "indentures." The forms of the indentures are exhibits to the registration
statement we filed with the SEC, of which this prospectus is a part.

     We have summarized below the material provisions of the indentures and the
debt securities, or indicated which material provisions will be described in the
related prospectus supplement. These descriptions are only summaries, and each
investor should refer to the applicable indenture, which describes completely
the terms and definitions summarized below and contains additional information
regarding the debt securities. Any reference to particular sections or defined
terms of the applicable indenture in any statement under this heading qualifies
the entire statement and incorporates by reference the applicable section or
definition into that statement.

GENERAL

     The debt securities that may be offered under the indentures are not
limited in aggregate principal amount. We may issue debt securities at one or
more times in one or more series. Each series of debt securities may have
different terms. The terms of any series of debt securities will be described
in, or determined by action taken pursuant to, a resolution of our board of
directors or in a supplement to the indenture relating to that series.

                                        10


     The prospectus supplement, including any related pricing supplement,
relating to any series of debt securities that we may offer will state the price
or prices at which the debt securities will be offered, and will contain the
specific terms of that series. These terms may include the following:

     - the title of the series of debt securities;

     - whether the debt securities are senior debt securities or subordinated
       debt securities or any combination thereof;

     - the purchase price, denomination and any limit on the aggregate principal
       amount of the debt securities;

     - the date or dates on which principal and premium, if any, on the debt
       securities will be payable;

     - the terms and conditions, if any, under which the debt securities may be
       converted into or exchanged for common stock or other securities;

     - the rate or rates at which the debt securities will bear interest, if
       any, or the method of calculating the rate or rates of interest, the date
       or dates from which interest will accrue or the method by which the date
       or dates will be determined, the dates on which interest will be payable
       and any regular record date for payment of interest;

     - the place or places where the principal of, premium, if any, and interest
       on the debt securities will be payable;

     - any covenants to which we may be subject with respect to the debt
       securities;

     - the place or places where the debt securities may be exchanged or
       transferred;

     - the terms and conditions upon which we may redeem the debt securities, in
       whole or in part, at our option;

     - the terms and conditions upon which we may be obligated to redeem or
       purchase the debt securities under any sinking fund or similar provisions
       or upon the happening of a specified event or at the option of a holder;

     - the denominations in which the debt securities will be issuable, if other
       than denominations of $1,000 and any integral multiple of $1,000;

     - if other than U.S. dollars, the currency or currencies, including the
       currency unit or units, in which payments of principal of, premium, if
       any, and interest on the debt securities will or may be payable, or in
       which the debt securities shall be denominated, and any particular
       related provisions;

     - if we or a holder may elect to have payments of principal, premium (if
       any) or interest made in a currency or currencies, including currency
       unit or units, other than that in which the debt securities are
       denominated or designated to be payable, the currency or currencies in
       which such payments are to be made, including the terms and conditions
       applicable to any payments and the manner in which the exchange rate with
       respect to such payments will be determined, and any particular related
       provisions;

     - if the amount of payments of principal, premium (if any) and interest are
       determined with reference to an index, formula or other method, which may
       be based, without limitation, on a currency or currencies other than that
       in which the debt securities are denominated or designated to be payable,
       the index, formula or other method by which the amounts will be
       determined;

     - if other than the full principal amount, the portion of the principal
       amount of the debt securities that will be payable upon declaration of
       acceleration of maturity;

     - the applicability of the provisions described in "-- Defeasance and
       Covenant Defeasance" below;

     - whether the subordination provisions summarized below or different
       subordination provisions will apply to any debt securities that are
       subordinated debt securities;

                                        11


     - the events of default;

     - any agents for the debt securities, including trustees, depositories,
       authenticating or paying agents, transfer agents or registrars;

     - any provisions relating to the satisfaction and discharge of the debt
       securities;

     - if we will issue the debt securities in whole or in part in the form of
       global securities; and

     - any other terms of the debt securities.

     The debt securities may be offered and sold at a substantial discount below
their stated principal amount and may be "original issue discount securities."
"Original issue discount securities" will bear no interest or will bear interest
at a rate below the prevailing market rate at the time of issuance. In addition,
less than the entire principal amount of these securities will be payable upon
declaration of acceleration of their maturity. We will describe any United
States federal income tax consequences and other special considerations
applicable to any such original issue discount securities in the applicable
prospectus supplement.

EXCHANGE, REGISTRATION, TRANSFER AND PAYMENT

     Unless otherwise indicated in the applicable prospectus supplement, the
principal, premium (if any) and interest on the debt securities will be payable,
and the exchange of and the transfer of debt securities will be registrable, at
our office or agency maintained for such purpose in New York and/or at any other
office or agency maintained for that purpose. Unless otherwise indicated, we
will issue the debt securities in denominations of $1,000 or integral multiples
of $1,000. Unless otherwise provided in the debt securities to be transferred or
exchanged, no service charge will be made for any registration of transfer or
exchange of the debt securities, but we may require payment of a sum sufficient
to cover any tax or other governmental charge imposed because of the
transactions.

     All money paid by us to a paying agent for the payment of principal,
premium (if any) or interest on any debt security which remains unclaimed for
one year after the principal, premium or interest has become due and payable may
be repaid to us, and thereafter the holder of the debt security may look only to
us for payment of those amounts.

     In the event of any redemption, we will not be required to (a) issue,
register the transfer of or exchange the debt securities of any series during a
period beginning 15 days before the mailing of a notice of redemption of debt
securities of that series to be redeemed and ending on the date of the mailing
or (b) register the transfer of or exchange any debt security, or portion
thereof, called for redemption, except the unredeemed portion of any debt
security being redeemed in part.

GLOBAL DEBT SECURITIES AND BOOK-ENTRY SYSTEM

     The following provisions will apply to the debt securities of any series if
the prospectus supplement relating to such series so indicates.

     Unless otherwise indicated in the applicable prospectus supplement, the
debt securities of that series will be issued in book-entry form and will be
represented by one or more global securities registered in the name of The
Depository Trust Company, New York, or its nominee. This means that we will not
issue certificates to each holder. Each global security will be issued to DTC,
which will keep a computerized record of its participants, such as your broker,
whose clients have purchased debt securities. Each participant will then keep a
record of its clients who purchased the debt securities. Unless it is exchanged
in whole or in part for a certificate, a global security may not be transferred,
except that DTC, its nominees, and their successors may transfer a global
security as a whole to one another.

     Beneficial interests in global securities will be shown on, and transfers
of global securities will be made only through, records maintained by DTC and
its participants. If you are not a participant in DTC, you may beneficially own
debt securities held by DTC only through a participant.

                                        12


     The laws of some states require that certain purchasers of securities take
physical delivery of the securities in definitive form. These laws may limit or
impair the ability to transfer beneficial interests in a global security.

     DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the United States Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code and a "clearing
agency" registered under the provisions of Section 17A of the Securities
Exchange Act. DTC holds the securities that its participants deposit. DTC also
records the settlement among participants of securities transactions, such as
transfers and pledges, in deposited securities through computerized records for
participants' accounts. This eliminates the need to exchange certificates.
Participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations. The rules that apply to
DTC and its participants are on file with the SEC.

     DTC's book-entry system is also used by other organizations such as
securities brokers and dealers, banks and trust companies that work through a
participant.

     DTC is owned by a number of its participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, Inc. and the National Association
of Securities Dealers, Inc.

     We will wire payments of principal, premium, if any, and interest to DTC's
nominee. We and the trustee will treat DTC's nominee as the owner of the global
securities for all purposes. Accordingly, we, the trustee and any paying agent
will have no direct responsibility or liability to pay amounts due on the global
securities to owners of beneficial interests in the global securities.

     It is DTC's current practice, upon receipt of any payment of principal or
interest, to credit participants' accounts on the payment date according to
their respective holdings of beneficial interests in the global securities as
shown on DTC's records. In addition, it is DTC's current practice to assign any
consenting or voting rights to participants whose accounts are credited with
debt securities on a record date, by using an omnibus proxy. Payments by
participants to owners of beneficial interests in the global securities, and
voting by participants, will be governed by the customary practices between the
participants and owners of beneficial interests, as is the case with debt
securities held for the account of customers registered in "street name."
However, payments will be the responsibility of the participants and not of DTC,
the trustee or us.

     So long as DTC or its nominee is the registered owner of a global security,
DTC or that nominee, as the case may be, will be considered the sole owner or
holder of the debt securities represented by that global security for all
purposes under the indenture. Owners of beneficial interests in a global
security (a) will not be entitled to have the debt securities represented by
that global security registered in their names, (b) will not receive or be
entitled to receive physical delivery of the debt securities in definitive form,
and (c) will not be considered the owners or holders of the debt securities
under the indenture. We will issue debt securities of any series then
represented by global securities in definitive form in exchange for those global
securities if:

     - DTC notifies us that it is unwilling or unable to continue as depositary
       or if DTC ceases to be a clearing agency registered under applicable law
       and a successor depositary is not appointed by us within 90 days; or

     - we decide not to require all of the debt securities of a series to be
       represented by a global security.

     If we issue debt securities in definitive form in exchange for a global
security, an owner of a beneficial interest in the global security will be
entitled to have debt securities equal in principal amount to the beneficial
interest registered in its name and will be entitled to physical delivery of
those debt securities in definitive form. Debt securities issued in definitive
form will, except as set forth in the applicable prospectus supplement, be
issued in denominations of $1,000 and any multiple of $1,000 and will be issued
in registered form only, without coupons.

                                        13


INDENTURES

     Debt securities that will be senior debt will be issued under a senior
indenture between us and a trustee we will select and name in the prospectus
supplement. We call that indenture, as it may be supplemented from time to time,
the senior debt indenture. Debt securities that will be subordinated debt will
be issued under a subordinated indenture between us and a trustee we will select
and name in the prospectus supplement. We call that indenture, as it may be
supplemented from time to time, the subordinated debt indenture. We refer to the
applicable trustee as the "senior debt indenture trustee" or as the
"subordinated debt indenture trustee" as the context may require.

SUBORDINATION OF SUBORDINATED DEBT SECURITIES

     Holders of subordinated debt securities should recognize that contractual
provisions in the subordinated debt indenture may prohibit us from making
payments on these securities. Subordinated debt securities are subordinate and
junior in right of payment, to the extent and in the manner stated in the
subordinated debt indenture, to all of our senior indebtedness.

     Unless otherwise provided in the applicable prospectus supplement, the
subordination provisions of the subordinated debt indenture will apply to
subordinated debt securities. The subordinated debt indenture provides that,
unless all principal of and any premium or interest on the senior indebtedness
has been paid in full, or provision has been made to make these payments in
full, no payment of principal of, or any premium or interest on, any
subordinated debt securities may be made in the event:

     - of any insolvency or bankruptcy proceedings, or any receivership,
       liquidation, reorganization or other similar proceedings involving us or
       a substantial part of our property;

     - that (a) a default has occurred in the payment of principal, any premium,
       interest or other monetary amounts due and payable on any senior
       indebtedness or (b) there has occurred any other event of default
       concerning senior indebtedness, that permits the holder or holders of the
       senior indebtedness to accelerate the maturity of the senior
       indebtedness, with notice or passage of time, or both, and that event of
       default has continued beyond the applicable grace period, if any, and
       that default or event of default has not been cured or waived or has not
       ceased to exist; or

     - that the principal of and accrued interest on any subordinated debt
       securities have been declared due and payable upon an event of default as
       defined under the subordinated debt indenture and that declaration has
       not been rescinded and annulled as provided under the subordinated debt
       indenture.

     The subordinated debt securities may have such other subordination
provisions as are set forth in the applicable prospectus supplement.

CONSOLIDATION, MERGER AND SALE OF ASSETS

     Unless otherwise specified in the applicable prospectus supplement, we may
not consolidate or merge with or into any other person, including any other
entity, or convey, transfer or lease all or substantially all of our properties
and assets to any person or group of affiliated persons unless:

     - we are the continuing corporation or the person, if other than us, formed
       by such consolidation or with which or into which we are merged or the
       person to which all or substantially all our properties and assets are
       conveyed, transferred or leased is a corporation or other entity
       organized and existing under the laws of the United States, any of its
       States or the District of Columbia and expressly assumes our obligations
       under the debt securities and each indenture; and

     - immediately after giving effect to the transaction, there is no default
       and no event of default under the relevant indenture.

     If we consolidate with or merge into any other corporation or entity or
convey, transfer or lease all or substantially all of our property and assets as
described in the preceding paragraph, the successor corporation or entity shall
succeed to and be substituted for us, and may exercise our rights and powers
under the

                                        14


indentures, and thereafter, except in the case of a lease, we will be relieved
of all obligations and covenants under the indentures and all outstanding debt
securities.

EVENTS OF DEFAULT

     Unless otherwise specified in the applicable prospectus supplement, "events
of default" under each indenture with respect to debt securities of any series
will include:

     - default in the payment of interest on any debt security of that series
       when due which continues for a period of 30 days;

     - default in the payment of principal of or premium on any debt security of
       that series when due;

     - default in the deposit of any sinking fund payment on that series for
       five days after it becomes due;

     - failure to comply with any of our other agreements contained in the
       indenture for a period of 60 days after written notice to us in
       accordance with the terms of the indenture;

     - failure to pay when due the principal of, or acceleration of, any
       indebtedness for money borrowed by us in excess of the amount specified
       in the indenture, if the indebtedness is not discharged, or the
       acceleration is not annulled, within 30 days of our receiving written
       notice of the failure in accordance with the indenture;

     - certain events of bankruptcy, insolvency or reorganization; and

     - any other events of default specified in the applicable prospectus
       supplement.

     No event of default with respect to a particular series of debt securities,
except as to certain events involving bankruptcy, insolvency or reorganization
with respect to us, necessarily constitutes an event of default with respect to
any other series of debt securities.

     In general, each indenture obligates the trustee to give notice of a
default with respect to a series of debt securities to the holders of that
series. The trustee may withhold notice of any default, except a default in
payment on any debt security, if the trustee determines it is in the best
interest of the holders of that series to do so.

     If there is a continuing event of default, the trustee or the holders of at
least 25% in aggregate principal amount of the then outstanding debt securities
of an affected series may require us to immediately repay the unpaid principal,
or if the debt securities of that series are original issue discount securities,
the portion of the principal amount as may be specified in the terms of that
series, and interest on all debt securities of that series. Subject to certain
conditions, the holders of a majority in principal amount of the debt securities
of a series may rescind our obligation to accelerate repayment and may waive
past defaults, except (1) a default in payment of the principal and premium (if
any) and interest on any debt security of that series and (2) some covenant
defaults under the terms of that series.

     Under the terms of each indenture, the trustee may refuse to enforce the
indenture or the debt securities unless it first receives satisfactory security
or indemnity from the holders of debt securities. Subject to limitations
specified in each indenture, the holders of a majority in principal amount of
the debt securities of any series will have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the trustee
or for exercising any trust or power conferred on the trustee.

     No holder of any debt security of any series will have any right to
institute any proceeding, judicial or otherwise, with respect to each indenture
or to appoint a receiver or trustee, or to any other remedy under each indenture
except as set forth in the applicable prospectus supplement.

     Notwithstanding the foregoing, the holder of any debt security will have an
absolute and unconditional right to receive payment of the principal of and
premium, if any, and interest on the debt security on or after the due dates
expressed in the debt security and to institute suit for the enforcement of any
such payment.

                                        15


     Each indenture requires us to furnish to the trustee annually a certificate
as to our compliance with such indenture.

SATISFACTION AND DISCHARGE

     We can discharge or defease our obligations under the indentures as stated
below or as provided in the applicable prospectus supplement.

     Unless otherwise provided in the applicable prospectus supplement, we may
discharge obligations to holders of any series of debt securities that have not
already been delivered to the trustee for cancellation and that have either
become due and payable or are by their terms to become due and payable, or are
scheduled for redemption, within one year. We may effect a discharge by
irrevocably depositing with the trustee cash or U. S. government obligations, as
trust funds, in an amount certified to be enough to pay when due, whether at
maturity, upon redemption or otherwise, the principal of, premium, if any, and
interest on the debt securities and any mandatory sinking fund payments.

MODIFICATION OF THE INDENTURES

     Each indenture permits us and the relevant trustee to amend the indenture
without the consent of the holders of any of the debt securities:

     - to evidence the succession of another corporation or entity and the
       assumption of our covenants under such indenture and the debt securities;

     - to add to our covenants or to the events of default or to make certain
       other changes which would not adversely affect in any material respect
       the holder of any outstanding debt securities;

     - to cure any ambiguity, defect or inconsistency; and

     - for other purposes as described in each indenture.

     Each indenture also permits us and the trustee, with the consent of the
holders of a majority in principal amount of the debt securities of each series
affected by the amendment, with each such series voting as a class, to add any
provisions to or change or eliminate any of the provisions of such indenture or
any supplemental indenture or to modify the rights of the holders of debt
securities of each series, provided, however, that without the consent of the
holder of each debt security so affected, no such amendment may:

     - change the maturity of the principal of or premium, if any, or any
       installment of principal or interest on any debt security;

     - reduce the principal amount of any debt security, or the rate of interest
       or any premium payable upon the redemption, repurchase or repayment of
       any debt security, or change the manner in which the amount of any of the
       foregoing is determined;

     - reduce the amount of principal payable upon acceleration of maturity;

     - change the place of payment where, or the currency or currency unit in
       which, any debt security or any premium or interest on the debt security
       is payable;

     - reduce the percentage in principal amount of affected debt securities the
       consent of whose holders is required for amendment of the indenture or
       for waiver of compliance with some provisions of the indenture or for
       waiver of some defaults; or

     - modify the provisions relating to waiver of some defaults or any of the
       provisions relating to amendment of the indenture except to increase the
       percentage required for consent or to provide that some other provisions
       of the indenture may not be modified or waived.

     The holders of a majority in principal amount of the debt securities of any
series may, on behalf of the holders of all debt securities of that series,
waive, insofar as is applicable to that series, our compliance with some
restrictive provisions of the indentures.

                                        16


     We may not amend the subordinated debt indenture to alter the subordination
of any outstanding subordinated debt securities in a manner adverse to the
holders of senior indebtedness without the written consent of the holders of
senior indebtedness then outstanding under the terms of such senior
indebtedness.

DEFEASANCE AND COVENANT DEFEASANCE

     Except as provided in the applicable prospectus supplement, we may elect
either

     - to be discharged from all our obligations in respect of debt securities
       of any series, except for our obligations to register the transfer or
       exchange of debt securities, to replace temporary, destroyed, stolen,
       lost or mutilated debt securities, to maintain paying agencies and to
       hold monies for payment in trust (we will refer to this discharge as
       "defeasance"), or

     - to be released from our obligations to comply with some restrictive
       covenants applicable to the debt securities of any series (we will refer
       to this release as "covenant defeasance");

in either case upon the deposit with the trustee, or other qualifying trustee,
in trust, of money and/or U.S. government obligations which will provide money
sufficient to pay all principal of and any premium and interest on the debt
securities of that series when due. We may establish such a trust only if, among
other things, we have received an opinion of counsel to the effect that the
holders of debt securities of the series (a) will not recognize income, gain or
loss for federal income tax purposes as a result of the deposit, defeasance or
covenant defeasance and (b) will be subject to federal income tax on the same
amounts, and in the same manner and at the same times as would have been the
case if the deposit, defeasance or covenant defeasance had not occurred. The
opinion, in the case of defeasance under the first bullet point above, must
refer to and be based upon a ruling of the Internal Revenue Service or a change
in applicable federal income tax laws occurring after the date of the relevant
indenture.

     We may exercise the defeasance option with respect to debt securities
notwithstanding our prior exercise of the covenant defeasance option. If we
exercise the defeasance option, payment of the debt securities may not be
accelerated because of a default. If we exercise the covenant defeasance option,
payment of the debt securities may not be accelerated by reason of a default
with respect to the covenants to which covenant defeasance is applicable.
However, if the acceleration were to occur by reason of another default, the
realizable value at the acceleration date of the money and U.S. government
obligations in the defeasance trust could be less than the principal and
interest then due on the debt securities, in that the required deposit in the
defeasance trust is based upon scheduled cash flow rather than market value,
which will vary depending upon interest rates and other factors.

CONVERSION RIGHTS

     The terms and conditions, if any, upon which debt securities being offered
are convertible into common stock or other of our securities will be set forth
in an applicable prospectus supplement. Those terms will include the conversion
price, the conversion period, provisions as to whether conversion will be at the
option of the holder or us, the events requiring an adjustment of the conversion
price and provisions affecting conversion in the event that the debt securities
are redeemed.

REGARDING THE TRUSTEE

     We will choose appropriate banks or trust companies to serve as the senior
debt indenture trustee and the subordinated debt indenture trustee. Information
regarding such trustees will be disclosed in the applicable prospectus
supplement. The same entity may serve as both the senior debt indenture trustee
and the subordinated debt indenture trustee.

     Each indenture contains limitations on the rights of the trustee, should
the trustee become our creditor, to obtain payment of claims in some cases, or
to realize on specified property received in respect of these claims, as
security or otherwise. The trustee and its affiliates may engage in, and will be
permitted to continue to engage in, other transactions with us and our
affiliates, provided, however, that if it acquires any

                                        17


conflicting interest as described under the Trust Indenture Act of 1939, it must
eliminate the conflict or resign.

          DESCRIPTION OF DEBT SECURITIES OF REGENT BROADCASTING, INC.

     Regent Broadcasting, Inc. may issue senior or subordinated debt securities.
The senior debt securities will constitute part of its senior debt, will be
issued under a senior debt indenture and will rank on a parity with all of its
other unsecured and unsubordinated debt. The subordinated debt securities will
be issued under its subordinated debt indenture and will be subordinate and
junior in right of payment, as set forth in the subordinated debt indenture, to
all of Regent Broadcasting, Inc.'s senior indebtedness. If this prospectus is
being delivered in connection with a series of subordinated debt securities, the
accompanying prospectus supplement or the information we incorporate in this
prospectus by reference will indicate the approximate amount of senior
indebtedness outstanding as of the end of the most recent fiscal quarter. Regent
Broadcasting, Inc. refers to its senior debt indenture and its subordinated debt
indenture individually as an "indenture" and collectively as the "indentures."
The forms of the indentures are exhibits to the registration statement Regent
Broadcasting, Inc. filed with the SEC, of which this prospectus is a part.

     We have summarized below the material provisions of the indentures and the
debt securities, or indicated which material provisions will be described in the
related prospectus supplement. These descriptions are only summaries, and each
investor should refer to the applicable indenture, which describes completely
the terms and definitions summarized below and contains additional information
regarding the debt securities. Any reference to particular sections or defined
terms of the applicable indenture in any statement under this heading qualifies
the entire statement and incorporates by reference the applicable section or
definition into that statement.

GENERAL

     The debt securities that may be offered under the indentures are not
limited in aggregate principal amount. Regent Broadcasting, Inc. may issue debt
securities at one or more times in one or more series. Each series of debt
securities may have different terms. The terms of any series of debt securities
will be described in, or determined by action taken pursuant to, a resolution of
Regent Broadcasting, Inc.'s board of directors or in a supplement to the
indenture relating to that series.

     The prospectus supplement, including any related pricing supplement,
relating to any series of debt securities that Regent Broadcasting, Inc. may
offer will state the price or prices at which the debt securities will be
offered, and will contain the specific terms of that series. These terms may
include the following:

     - the title of the series of debt securities;

     - whether the debt securities are senior debt securities or subordinated
       debt securities or any combination thereof;

     - the purchase price, denomination and any limit on the aggregate principal
       amount of the debt securities;

     - the date or dates on which principal and premium, if any, on the debt
       securities will be payable;

     - the terms and conditions, if any, under which the debt securities may be
       converted into or exchanged for common stock or other securities;

     - the rate or rates at which the debt securities will bear interest, if
       any, or the method of calculating the rate or rates of interest, the date
       or dates from which interest will accrue or the method by which the date
       or dates will be determined, the dates on which interest will be payable,
       and any regular record date for payment of interest;

     - the place or places where the principal of, premium, if any, and interest
       on the debt securities will be payable;

                                        18


     - any covenant to which Regent Broadcasting, Inc. may be subject with
       respect to the debt securities;

     - the place or places where the debt securities may be exchanged or
       transferred;

     - the terms and conditions upon which Regent Broadcasting, Inc. may redeem
       the debt securities, in whole or in part, at our option;

     - the terms and conditions upon which Regent Broadcasting, Inc. may be
       obligated to redeem or purchase the debt securities under any sinking
       fund or similar provisions or upon the happening of a specified event or
       at the option of a holder;

     - the denominations in which the debt securities will be issuable, if other
       than denominations of $1,000 and any integral multiple of $1,000;

     - if other than U.S. dollars, the currency or currencies, including the
       currency unit or units, in which payments of principal of, premium, if
       any, and interest on the debt securities will or may be payable, or in
       which the debt securities shall be denominated, and any particular
       related provisions;

     - if Regent Broadcasting, Inc. or a holder may elect to have payments of
       principal, premium (if any) or interest made in a currency or currencies,
       including currency unit or units, other than that in which the debt
       securities are denominated or designated to be payable, the currency or
       currencies in which such payments are to be made, including the terms and
       conditions applicable to any payments and the manner in which the
       exchange rate with respect to such payments will be determined, and any
       particular related provisions;

     - if the amount of payments of principal, premium (if any) and interest are
       determined with reference to an index, formula or other method, which may
       be based, without limitation, on a currency or currencies other than that
       in which the debt securities are denominated or designated to be payable,
       the index, formula or other method by which the amounts will be
       determined;

     - if other than the full principal amount, the portion of the principal
       amount of the debt securities that will be payable upon declaration of
       acceleration of maturity;

     - the applicability of the provisions described in "-- Defeasance and
       Covenant Defeasance" below;

     - the events of default;

     - whether the subordination provisions summarized below or different
       subordination provisions will apply to any debt securities that are
       subordinated debt securities;

     - any agents for the debt securities, including trustees, depositories,
       authenticating or paying agents, transfer agents or registrars;

     - any provisions relating to the satisfaction and discharge of the debt
       securities;

     - if we will issue the debt securities in whole or in part in the form of
       global securities; and

     - any other terms of the debt securities.

     The debt securities may be offered and sold at a substantial discount below
their stated principal amount and may be "original issue discount securities."
"Original issue discount securities" will bear no interest or will bear interest
at a rate below the prevailing market rate at the time of issuance. In addition,
less than the entire principal amount of these securities will be payable upon
declaration of acceleration of their maturity. Regent Broadcasting, Inc. will
describe any United States federal income tax consequences and other special
considerations applicable to any such original issue discount securities in the
applicable prospectus supplement.

EXCHANGE, REGISTRATION, TRANSFER AND PAYMENT

     Unless otherwise indicated in the applicable prospectus supplement, the
principal, premium (if any) and interest on the debt securities will be payable,
and the exchange of and the transfer of debt securities will be

                                        19


registrable, at the office or agency maintained by Regent Broadcasting, Inc. for
such purpose in New York and/or at any other office or agency maintained for
that purpose. Unless otherwise indicated, Regent Broadcasting, Inc. will issue
the debt securities in denominations of $1,000 or integral multiples of $1,000.
Unless otherwise provided in the debt securities to be transferred or exchanged,
no service charge will be made for any registration of transfer or exchange of
the debt securities, but Regent Broadcasting, Inc. may require payment of a sum
sufficient to cover any tax or other governmental charge imposed because of the
transactions.

     All money paid by Regent Broadcasting, Inc. to a paying agent for the
payment of principal, premium (if any) or interest on any debt security which
remains unclaimed for one year after the principal, premium or interest has
become due and payable may be repaid to Regent Broadcasting, Inc., and
thereafter the holder of the debt security may look only to Regent Broadcasting,
Inc. for payment of those amounts.

     In the event of any redemption, Regent Broadcasting, Inc. will not be
required to (a) issue, register the transfer of or exchange the debt securities
of any series during a period beginning 15 days before the mailing of a notice
of redemption of debt securities of that series to be redeemed and ending on the
date of the mailing or (b) register the transfer of or exchange any debt
security, or portion thereof, called for redemption, except the unredeemed
portion of any debt security being redeemed in part.

GLOBAL DEBT SECURITIES AND BOOK-ENTRY SYSTEM

     The following provisions will apply to the debt securities of any series if
the prospectus supplement relating to such series so indicates.

     Unless otherwise indicated in the applicable prospectus supplement, the
debt securities of that series will be issued in book-entry form and will be
represented by one or more global securities registered in the name of The
Depository Trust Company, New York, or its nominee. This means that Regent
Broadcasting, Inc. will not issue certificates to each holder. Each global
security will be issued to DTC, which will keep a computerized record of its
participants, such as your broker, whose clients have purchased debt securities.
Each participant will then keep a record of its clients who purchased the debt
securities. Unless it is exchanged in whole or in part for a certificate, a
global security may not be transferred, except that DTC, its nominees, and their
successors may transfer a global security as a whole to one another.

     Beneficial interests in global securities will be shown on, and transfers
of global securities will be made only through, records maintained by DTC and
its participants. If you are not a participant in DTC, you may beneficially own
debt securities held by DTC only through a participant.

     The laws of some states require that certain purchasers of securities take
physical delivery of the securities in definitive form. These laws may limit or
impair the ability to transfer beneficial interests in a global security.

     DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the United States Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code and a "clearing
agency" registered under the provisions of Section 17A of the Securities
Exchange Act. DTC holds the securities that its participants deposit. DTC also
records the settlement among participants of securities transactions, such as
transfers and pledges, in deposited securities through computerized records for
participants' accounts. This eliminates the need to exchange certificates.
Participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations. The rules that apply to
DTC and its participants are on file with the SEC.

     DTC's book-entry system is also used by other organizations such as
securities brokers and dealers, banks and trust companies that work through a
participant.

     DTC is owned by a number of its participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, Inc. and the National Association
of Securities Dealers, Inc.

                                        20


     Regent Broadcasting, Inc. will wire payments of principal, premium, if any,
and interest to DTC's nominee. Regent Broadcasting, Inc. and the trustee will
treat DTC's nominee as the owner of the global securities for all purposes.
Accordingly, Regent Broadcasting, Inc., the trustee and any paying agent will
have no direct responsibility or liability to pay amounts due on the global
securities to owners of beneficial interests in the global securities.

     It is DTC's current practice, upon receipt of any payment of principal or
interest, to credit participants' accounts on the payment date according to
their respective holdings of beneficial interests in the global securities as
shown on DTC's records. In addition, it is DTC's current practice to assign any
consenting or voting rights to participants whose accounts are credited with
debt securities on a record date, by using an omnibus proxy. Payments by
participants to owners of beneficial interests in the global securities, and
voting by participants, will be governed by the customary practices between the
participants and owners of beneficial interests, as is the case with debt
securities held for the account of customers registered in "street name."
However, payments will be the responsibility of the participants and not of DTC,
the trustee or Regent Broadcasting, Inc.

     So long as DTC or its nominee is the registered owner of a global security,
DTC or that nominee, as the case may be, will be considered the sole owner or
holder of the debt securities represented by that global security for all
purposes under the indenture. Owners of beneficial interests in a global
security (a) will not be entitled to have the debt securities represented by
that global security registered in their names, (b) will not receive or be
entitled to receive physical delivery of the debt securities in definitive form,
and (c) will not be considered the owners or holders of the debt securities
under the indenture. Regent Broadcasting, Inc. will issue debt securities of any
series then represented by global securities in definitive form in exchange for
those global securities if:

     - DTC notifies Regent Broadcasting, Inc. that it is unwilling or unable to
       continue as depositary or if DTC ceases to be a clearing agency
       registered under applicable law and a successor depositary is not
       appointed by Regent Broadcasting, Inc. within 90 days; or

     - Regent Broadcasting, Inc. decides not to require all of the debt
       securities of a series to be represented by a global security.

     If Regent Broadcasting, Inc. issues debt securities in definitive form in
exchange for a global security, an owner of a beneficial interest in the global
security will be entitled to have debt securities equal in principal amount to
the beneficial interest registered in its name and will be entitled to physical
delivery of those debt securities in definitive form. Debt securities issued in
definitive form will, except as set forth in the applicable prospectus
supplement, be issued in denominations of $1,000 and any multiple of $1,000 and
will be issued in registered form only, without coupons.

INDENTURES

     Debt securities that will be senior debt will be issued under a senior
indenture between us and a trustee we will select and name in the prospectus
supplement. Regent Broadcasting, Inc. calls that indenture, as it may be
supplemented from time to time, the Senior Debt Indenture. Debt securities that
will be subordinated debt will be issued under a subordinated indenture between
Regent Broadcasting, Inc. and a trustee we will select and name in the
prospectus supplement. Regent Broadcasting, Inc. calls that indenture, as it may
be supplemented from time to time, the Subordinated Debt Indenture. Regent
Broadcasting, Inc. refers to the applicable trustee as the "senior debt
indenture trustee" or as the "subordinated debt indenture trustee" as the
context may require.

SUBORDINATION OF SUBORDINATED DEBT SECURITIES

     Holders of subordinated debt securities should recognize that contractual
provisions in the Subordinated Debt Indenture may prohibit Regent Broadcasting,
Inc. from making payments on these securities. Subordinated debt securities are
subordinate and junior in right of payment, to the extent and in the manner

                                        21


stated in the Subordinated Debt Indenture, to all of the senior indebtedness of
Regent Broadcasting, Inc. as defined in the Subordinated Debt Indenture.

     Unless otherwise provided in the applicable prospectus supplement, the
subordination provisions of the Subordinated Debt Indenture will apply to
subordinated debt securities. The Subordinated Debt Indenture provides that,
unless all principal of and any premium or interest on the senior indebtedness
has been paid in full, or provision has been made to make these payments in
full, no payment of principal of, or any premium or interest on, any
subordinated debt securities may be made in the event:

     - of any insolvency or bankruptcy proceedings, or any receivership,
       liquidation, reorganization or other similar proceedings involving us or
       a substantial part of our property;

     - that (a) a default has occurred in the payment of principal, any premium,
       interest or other monetary amounts due and payable on any senior
       indebtedness or (b) there has occurred any other event of default
       concerning senior indebtedness, that permits the holder or holders of the
       senior indebtedness to accelerate the maturity of the senior
       indebtedness, with notice or passage of time, or both, and that event of
       default has continued beyond the applicable grace period, if any, and
       that default or event of default has not been cured or waived or has not
       ceased to exist; or

     - that the principal of and accrued interest on any subordinated debt
       securities have been declared due and payable upon an event of default as
       defined under the Subordinated Debt Indenture and that declaration has
       not been rescinded and annulled as provided under the Subordinated Debt
       Indenture.

     The subordinated debt securities may have such other subordination
provisions as are set forth in the applicable prospectus supplement.

CONSOLIDATION, MERGER AND SALE OF ASSETS

     Unless otherwise specified in the applicable prospectus supplement, Regent
Broadcasting, Inc. may not consolidate or merge with or into any other person,
including any other entity, or convey, transfer or lease all or substantially
all of our properties and assets to any person or group of affiliated persons
unless:

     - Regent Broadcasting, Inc. is the continuing corporation or the person, if
       other than Regent Broadcasting, Inc., formed by such consolidation or
       with which or into which Regent Broadcasting, Inc. is merged or the
       person to which all or substantially all its properties and assets are
       conveyed, transferred or leased is a corporation or other entity
       organized and existing under the laws of the United States, any of its
       States or the District of Columbia and expressly assumes Regent
       Broadcasting, Inc.'s obligations under the debt securities and each
       indenture; and

     - immediately after giving effect to the transaction, there is no default
       and no event of default under the relevant indenture.

     If Regent Broadcasting, Inc. consolidates with or merges into any other
corporation or entity or conveys, transfers or leases all or substantially all
of its property and assets as described in the preceding paragraph, the
successor corporation or entity shall succeed to and be substituted for Regent
Broadcasting, Inc., and may exercise its rights and powers under the indentures,
and thereafter, except in the case of a lease, Regent Broadcasting, Inc. will be
relieved of all obligations and covenants under the indentures and all
outstanding debt securities.

EVENTS OF DEFAULT

     Unless otherwise specified in the applicable prospectus supplement, "events
of default" under each indenture with respect to debt securities of any series
will include:

     - default in the payment of interest on any debt security of that series
       when due that continues for a period of 30 days;

     - default in the payment of principal of or premium on any debt security of
       that series when due;

                                        22


     - default in the deposit of any sinking fund payment on that series for
       five days after it becomes due;

     - failure to comply with any of our other agreements contained in the
       indenture for a period of 60 days after written notice to Regent
       Broadcasting, Inc. in accordance with the terms of the indenture;

     - failure to pay when due the principal of, or acceleration of, any
       indebtedness for money borrowed by us in excess of the amount specified
       in the indenture, if the indebtedness is not discharged, or the
       acceleration is not annulled, within 30 days of Regent Broadcasting,
       Inc.'s receiving written notice of the failure in accordance with the
       indenture;

     - certain events of bankruptcy, insolvency or reorganization; and

     - any other events of default specified in the applicable prospectus
       supplement.

     No event of default with respect to a particular series of debt securities,
except as to certain events involving bankruptcy, insolvency or reorganization
with respect to Regent Broadcasting, Inc., necessarily constitutes an event of
default with respect to any other series of debt securities.

     In general, each indenture obligates the trustee to give notice of a
default with respect to a series of debt securities to the holders of that
series. The trustee may withhold notice of any default, except a default in
payment on any debt security, if the trustee determines it is in the best
interest of the holders of that series to do so.

     If there is a continuing event of default, the trustee or the holders of at
least 25% in aggregate principal amount of the then outstanding debt securities
of an affected series may require us to immediately repay the unpaid principal,
or if the debt securities of that series are original issue discount securities,
the portion of the principal amount as may be specified in the terms of that
series, and interest on all debt securities of that series. Subject to certain
conditions, the holders of a majority in principal amount of the debt securities
of a series may rescind our obligation to accelerate repayment and may waive
past defaults, except (1) a default in payment of the principal, premium (if
any) and interest on any debt security of that series and (2) some covenant
defaults under the terms of that series.

     Under the terms of each indenture, the trustee may refuse to enforce the
indenture or the debt securities unless it first receives satisfactory security
or indemnity from the holders of debt securities. Subject to limitations
specified in each indenture, the holders of a majority in principal amount of
the debt securities of any series will have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the trustee
or for exercising any trust or power conferred on the trustee.

     No holder of any debt security of any series will have any right to
institute any proceeding, judicial or otherwise, with respect to each indenture
or to appoint a receiver or trustee, or to any other remedy under each indenture
except as set forth in the applicable prospectus supplement.

     Notwithstanding the foregoing, the holder of any debt security will have an
absolute and unconditional right to receive payment of the principal of and
premium, if any, and interest on the debt security on or after the due dates
expressed in the debt security and to institute suit for the enforcement of any
such payment.

     Each indenture requires Regent Broadcasting, Inc. to furnish to the trustee
annually a certificate as to our compliance with such indenture.

SATISFACTION AND DISCHARGE

     Regent Broadcasting, Inc. can discharge or defease its obligations under
the indentures as stated below or as provided in the applicable prospectus
supplement.

     Unless otherwise provided in the applicable prospectus supplement, Regent
Broadcasting, Inc. may discharge obligations to holders of any series of debt
securities that have not already been delivered to the trustee for cancellation
and that have either become due and payable or are by their terms to become due
and payable, or are scheduled for redemption, within one year. Regent
Broadcasting, Inc. may effect a discharge by irrevocably depositing with the
trustee cash or U. S. government obligations, as trust funds, in an amount

                                        23


certified to be enough to pay when due, whether at maturity, upon redemption or
otherwise, the principal of, premium, if any, and interest on the debt
securities and any mandatory sinking fund payments.

MODIFICATION OF THE INDENTURES

     Each indenture permits Regent Broadcasting, Inc. and the relevant trustee
to amend the indenture without the consent of the holders of any of the debt
securities:

     - to evidence the succession of another corporation or entity and the
       assumption of Regent Broadcasting, Inc.'s covenants under such indenture
       and the debt securities;

     - to add to our covenants or to the events of default or to make certain
       other changes which would not adversely affect in any material respect
       the holder of any outstanding debt securities;

     - to cure any ambiguity, defect or inconsistency; and

     - for other purposes as described in each indenture.

     Each indenture also permits Regent Broadcasting, Inc. and the trustee, with
the consent of the holders of a majority in principal amount of the debt
securities of each series affected by the amendment, with each such series
voting as a class, to add any provisions to or change or eliminate any of the
provisions of such indenture or any supplemental indenture or to modify the
rights of the holders of debt securities of each series, provided, however,
that, without the consent of the holder of each debt security so affected, no
such amendment may:

     - change the maturity of the principal of or premium, if any, or any
       installment of principal or interest on any debt security;

     - reduce the principal amount of any debt security, or the rate of interest
       or any premium payable upon the redemption, repurchase or repayment of
       any debt security, or change the manner in which the amount of any of the
       foregoing is determined;

     - reduce the amount of principal payable upon acceleration of maturity;

     - change the place of payment where, or the currency or currency unit in
       which, any debt security or any premium or interest on the debt security
       is payable;

     - reduce the percentage in principal amount of affected debt securities the
       consent of whose holders is required for amendment of the indenture or
       for waiver of compliance with some provisions of the indenture or for
       waiver of some defaults; or

     - modify the provisions relating to waiver of some defaults or any of the
       provisions relating to amendment of the indenture except to increase the
       percentage required for consent or to provide that some other provisions
       of the indenture may not be modified or waived.

     The holders of a majority in principal amount of the debt securities of any
series may, on behalf of the holders of all debt securities of that series,
waive, insofar as is applicable to that series, Regent Broadcasting, Inc.'s
compliance with some restrictive provisions of the indentures.

     Regent Broadcasting, Inc. may not amend the Subordinated Debt Indenture to
alter the subordination of any outstanding subordinated debt securities in a
manner adverse to the holders of senior indebtedness without the written consent
of the holders of senior indebtedness then outstanding under the terms of such
senior indebtedness.

DEFEASANCE AND COVENANT DEFEASANCE

     Except as provided in the applicable prospectus supplement, Regent
Broadcasting, Inc. may elect either

     - to be discharged from all our obligations in respect of debt securities
       of any series, except for its obligations to register the transfer or
       exchange of debt securities, to replace temporary, destroyed,

                                        24


       stolen, lost or mutilated debt securities, to maintain paying agencies
       and to hold monies for payment in trust (we will refer to this discharge
       as "defeasance"), or

     - to be released from its obligations to comply with some restrictive
       covenants applicable to the debt securities of any series (we will refer
       to this release as "covenant defeasance");

in either case upon the deposit with the trustee, or other qualifying trustee,
in trust, of money and/or U.S. government obligations which will provide money
sufficient to pay all principal of and any premium and interest on the debt
securities of that series when due. Regent Broadcasting, Inc. may establish such
a trust only if, among other things, it has received an opinion of counsel to
the effect that the holders of debt securities of the series (a) will not
recognize income, gain or loss for federal income tax purposes as a result of
the deposit, defeasance or covenant defeasance and (b) will be subject to
federal income tax on the same amounts, and in the same manner and at the same
times as would have been the case if the deposit, defeasance or covenant
defeasance had not occurred. The opinion, in the case of defeasance under the
first bullet point above, must refer to and be based upon a ruling of the
Internal Revenue Service or a change in applicable federal income tax laws
occurring after the date of the relevant indenture.

     Regent Broadcasting, Inc. may exercise the defeasance option with respect
to debt securities notwithstanding its prior exercise of the covenant defeasance
option. If Regent Broadcasting, Inc. exercises the defeasance option, payment of
the debt securities may not be accelerated because of a default. If Regent
Broadcasting, Inc. exercises the covenant defeasance option, payment of the debt
securities may not be accelerated by reason of a default with respect to the
covenants to which covenant defeasance is applicable. However, if the
acceleration were to occur by reason of another default, the realizable value at
the acceleration date of the money and U.S. government obligations in the
defeasance trust could be less than the principal and interest then due on the
debt securities, in that the required deposit in the defeasance trust is based
upon scheduled cash flow rather than market value, which will vary depending
upon interest rates and other factors.

CONVERSION RIGHTS

     The terms and conditions, if any, upon which debt securities being offered
are convertible into common stock or other securities will be set forth in an
applicable prospectus supplement. Those terms will include the conversion price,
the conversion period, provisions as to whether conversion will be at the option
of the holder or Regent Broadcasting, Inc., the events requiring an adjustment
of the conversion price and provisions affecting conversion in the event that
the debt securities are redeemed.

REGARDING THE TRUSTEE

     We will choose appropriate banks or trust companies to serve as the senior
debt indenture trustee and the subordinated debt indenture trustee. Information
regarding such trustees will be disclosed in the applicable prospectus
supplement. The same entity may serve as both the senior debt indenture trustee
and the subordinated debt indenture trustee.

     Each indenture contains limitations on the rights of the trustee, should
the trustee become our creditor, to obtain payment of claims in some cases, or
to realize on specified property received in respect of these claims, as
security or otherwise. The trustee and its affiliates may engage in, and will be
permitted to continue to engage in, other transactions with us and our
affiliates, provided, however, that if it acquires any conflicting interest as
described under the Trust Indenture Act of 1939, it must eliminate the conflict
or resign.

                           DESCRIPTION OF GUARANTEES

     Regent may from time to time guarantee the obligations of Regent
Broadcasting, Inc. relating to its debt securities issued under this prospectus.

                                        25


     Regent Broadcasting, Inc. may from time to time guarantee the obligations
of Regent relating to its debt securities issued under this prospectus.

     Certain of our direct and indirect wholly-owned subsidiaries may guarantee
the obligations of Regent and/or Regent Broadcasting, Inc. relating to the debt
securities of either company issued under this prospectus.

     The specific terms and provisions of each guarantee, including any
provisions relating to the subordination of any guarantee, will be described in
the applicable prospectus supplement. The obligations of each guarantor under
its guarantee will be limited as necessary to seek to prevent that guarantee
from constituting a fraudulent conveyance or fraudulent transfer under
applicable federal or state law.

                            DESCRIPTION OF WARRANTS

     We may issue warrants to purchase shares of common stock, preferred stock
or debt securities. Warrants may be issued, subject to regulatory approvals,
independently or together with any shares of common stock, preferred stock or
debt securities and may be attached to or separate from such shares of common
stock or preferred stock or debt securities. Each series of warrants will be
issued under a separate warrant agreement to be entered into between us and a
warrant agent. The warrant agent will act solely as an agent for us in
connection with the warrants of such series and will not assume any obligation
or relationship of agency or trust for or with any holders or beneficial owners
of warrants. The following sets forth certain general terms and provisions of
the warrants offered hereby. Further terms of the warrants and the applicable
warrant agreement will be set forth in the applicable prospectus supplement.

     The applicable prospectus supplement will describe the following terms of
any warrants in respect of which this prospectus is being delivered:

     - the title of the warrants;

     - the securities (which may include shares of common stock or preferred
       stock or debt securities) for which the warrants are exercisable;

     - the price or prices at which the warrants will be issued;

     - the periods during which the warrants are exercisable, the number of
       shares of common stock or preferred stock or the amount of debt
       securities for which each warrant is exercisable, the exercise price for
       the warrants, including any changes to or adjustments in the exercise
       price;

     - the currency or currencies, including composite currencies, in which the
       exercise price of the warrants may be payable;

     - if applicable, the designation and terms of the series of preferred stock
       with which the warrants are issued;

     - if applicable, the terms of the debt securities with which the warrants
       are issued;

     - the number of warrants issued with each share of common stock or
       preferred stock;

     - if applicable, the date on and after which the warrants and the related
       common stock, preferred stock or debt securities will be separately
       transferable;

     - any listing of the warrants on a securities exchange or automated
       quotation system;

     - if applicable, a discussion of material U.S. federal income tax
       consequences and other special considerations with respect to any
       warrants; and

     - any other terms of the warrants, including terms, procedures and
       limitations relating to the transferability, exchange and exercise of
       such warrants.

                                        26


                    DESCRIPTION OF STOCK PURCHASE CONTRACTS
                       AND STOCK PURCHASE UNITS OF REGENT

     We may issue stock purchase contracts. Stock purchase contracts are
contracts obligating holders to purchase from us, and us to sell to the holders,
a specified number of shares of common stock, preferred stock or convertible
preferred stock at a future date or dates. The price per share of common stock,
preferred stock or convertible preferred stock may be fixed at the time the
stock purchase contracts are issued or may be determined by reference to a
specific formula set forth in the stock purchase contracts. The formulas may
include anti-dilution provisions to adjust the number of shares issuable under
the stock purchase contracts upon events that would otherwise dilute the
interests of the holders. The stock purchase contracts may be issued separately
or as a part of stock purchase units each representing ownership of a stock
purchase contract and our debt securities, convertible debt securities or debt
obligations of the United States of America or its agencies or
instrumentalities, securing the holders' obligations to purchase the common
stock, preferred stock or the convertible preferred stock under the stock
purchase contracts.

     When stock purchase units include debt obligations of the United States of
America or its agencies or instrumentalities, the principal of the debt
obligations, when paid at maturity, will automatically be applied to satisfy the
holder's obligation to purchase common stock, preferred stock or convertible
preferred stock under the stock purchase contracts unless the holder of the
units settles its obligations under the stock purchase contracts early through
the delivery of consideration to us or our agent in the manner discussed below.

     The stock purchase contracts may require us to make periodic payments to
the holders of the stock purchase units or vice versa, and the payments may be
unsecured or refunded on some basis. The stock purchase contracts may require
holders to secure their obligations in a specified manner.

     Holders of stock purchase units may be entitled to settle the underlying
stock purchase contracts prior to the stated settlement date by surrendering the
certificate evidencing the stock purchase units, accompanied by the payment due,
in any form and calculated pursuant to any formula as may be prescribed in the
stock purchase contracts and described in the applicable prospectus supplement.
Upon early settlement, the holder would receive the number of shares of common
stock, preferred stock or convertible preferred stock deliverable under the
stock purchase contracts, subject to adjustment in specific cases. Holders of
stock purchase units may be entitled to exchange their stock purchase units
together with appropriate collateral, for separate stock purchase contracts and
our debt securities or debt obligations of the United States of America or its
agencies or instrumentalities. In the event of either an early settlement or
exchange, the debt securities or debt obligations that were pledged as security
for the obligation of the holder to perform under the stock purchase contracts
would be transferred to the holder free and clear of our security interest.

     The applicable prospectus supplement will describe the terms of any stock
purchase contracts or stock purchase units including differences, if any, from
the terms described above.

                              PLAN OF DISTRIBUTION

     We may sell the securities offered by this prospectus:

     - through underwriters or dealers;

     - through agents;

     - directly to purchasers; or

     - through a combination of any such methods of sale.

     Any underwriter, dealer or agent may be deemed to be an underwriter within
the meaning of the Securities Act of 1933. The prospectus supplement relating to
the securities offered by this prospectus will set forth:

     - their offering terms, including the name or names of any underwriters,
       dealers or agents;

     - the purchase price of the securities offered by such prospectus
       supplement;
                                        27


     - the proceeds to us from the sale;

     - any underwriting discounts, commissions and other items constituting
       compensation to underwriters, dealers or agents;

     - any initial public offering price;

     - any discounts or concessions allowed or reallowed or paid by underwriters
       or dealers to other dealers; and

     - any securities exchanges or other markets on which the securities offered
       by this prospectus may be listed or traded.

     If underwriters or dealers are used in the sale, the securities offered by
this prospectus will be acquired by the underwriters or dealers for their own
account and may be resold from time to time:

     - in one or more transactions;

     - at a fixed price or prices, which may be changed;

     - at market prices prevailing at the time of sale;

     - at prices related to the prevailing market prices; or

     - at negotiated prices.

     The securities offered by this prospectus may be offered to the public
either through underwriting syndicates represented by one or more managing
underwriters or directly by one or more of those firms. Unless otherwise set
forth in the prospectus supplement, the obligations of underwriters or dealers
to purchase the securities offered by this prospectus will be subject to
specific conditions precedent and the underwriters or dealers will be obligated
to purchase all of the securities offered by this prospectus if any are
purchased. Any public offering price and any discounts or concessions allowed or
reallowed or paid by underwriters or dealers to other dealers may be changed
from time to time.

     The securities offered by this prospectus may be sold directly by us or
through agents designated by us. Any agent involved in the offer or sale of the
securities offered by this prospectus in respect of which this prospectus is
delivered will be named, and any commissions payable by us to the agent will be
set forth, in the prospectus supplement. Unless otherwise indicated in the
prospectus supplement, any agent will be acting on a best efforts basis for the
period of its appointment.

     If so indicated in the prospectus supplement, we will authorize
underwriters, dealers or agents to solicit offers by specific institutions to
purchase securities offered by this prospectus from us at the public offering
price set forth in the prospectus supplement pursuant to delayed delivery
contracts providing for payment and delivery on a specified date in the future.
The contracts will be subject to any conditions set forth in the prospectus
supplement and the prospectus supplement will set forth the commission payable
for solicitation of the contracts. The underwriters and other persons soliciting
the contracts will have no responsibility for the validity or performance of any
of the contracts.

     Underwriters, dealers and agents may be entitled under agreements entered
into with us to indemnification by us against civil liabilities, including
liabilities under the Securities Act, or to contribution by us to payments they
may be required to make in respect thereof. The terms and conditions of the
indemnification will be described in an applicable prospectus supplement.
Underwriters, dealers and agents may be customers of, engage in transactions
with, or perform services for, us in the ordinary course of business.

     Each series of securities offered by this prospectus may be a new issue of
securities with no established trading market. Any underwriters to whom
securities offered by this prospectus are sold by us for public offering and
sale may make a market in the securities offered by this prospectus, but the
underwriters will not be obligated to do so and may discontinue any market
making at any time without notice. No assurance can be given as to the liquidity
of the trading market for any securities offered by this prospectus.

                                        28


     Underwriters and dealers may engage in passive market making transactions
in our common stock in accordance with Rule 103 of Regulation M under the
Exchange Act. In general, a passive market maker may not bid for or purchase our
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 our 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 Nasdaq electronic
inter-dealer reporting system. Passive market making may stabilize or maintain
the market price of our 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.

     Any underwriter may engage in stabilizing and syndicate covering
transactions in accordance with Rule 104 of Regulation M under the Exchange Act.
Rule 104 permits stabilizing bids to purchase the underlying security so long as
the stabilizing bids do not exceed a specified maximum. The underwriters may
over-allot shares of the common stock in connection with an offering of common
stock, thereby creating a short position in the underwriters' account. Syndicate
covering transactions involve purchases of the debt securities or convertible
debt securities in the open market after the distribution has been completed in
order to cover syndicate short positions. Stabilizing and syndicate covering
transactions may cause the price of the debt securities or convertible debt
securities to be higher than it would otherwise be in the absence of those
transactions. These transactions, if commenced, may be discontinued at any time.

                                 LEGAL MATTERS

     Unless otherwise indicated in the applicable prospectus supplement relating
to particular securities, the validity of the securities offered hereby will be
passed upon for us by Graydon Head & Ritchey LLP, Cincinnati, Ohio.

                                    EXPERTS

     The financial statements incorporated in this prospectus by reference to
the Annual Report on Form 10-K for Regent Communications, Inc. for the year
ended December 31, 2001 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.

                      WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Stockholders may read and copy reports, proxy
statements and other information filed by us at the SEC's public reference rooms
at 450 Fifth Street, N.W., Washington, D.C. 20549; 233 Broadway, New York, New
York 10279; or Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. Please call the SEC at 1-800-SEC-0330 for further
information about the public reference rooms. Our reports, proxy statements and
other information are also available from commercial document retrieval services
and at the SEC's website located at http://www.sec.gov.

     We have filed a registration statement to register with the SEC the
securities offered hereby. This document is part of that registration statement
and constitutes a prospectus of Regent.

     As allowed by SEC rules, this document does not contain all the information
that stockholders can find in our registration statement or the exhibits to our
registration statement.

                                        29


                           INCORPORATION BY REFERENCE

     The SEC allows us to "incorporate by reference" information into this
document, which means that we can disclose important information to security
holders by referring them to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this document,
except for any information superseded by information contained directly in the
other document.

     This document incorporates by reference the documents set forth below:

     - our Annual Report on Form 10-K for the year ended December 31, 2001;

     - our Proxy Statement dated April 19, 2001; and

     - the description of our common stock contained in our registration
       statement filed under the Securities Exchange Act of 1934, including any
       amendment or report filed for the purpose of updating such description.

     Additional documents that we may file with the SEC between the date of this
document and the date of the sale of the securities offered hereby are also
incorporated by reference. These include periodic reports, such as Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form
8-K, as well as proxy statements.

     Copies of any of the documents incorporated by reference (excluding
exhibits unless specifically incorporated therein) are available without charge
upon written or oral request from Anthony A. Vasconcellos, Chief Financial
Officer of Regent Communications, Inc., 100 East RiverCenter Boulevard, 9(th)
Floor, Covington, Kentucky 41011 (telephone number: (859) 292-0030).

                                        30


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

     YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS DOCUMENT TO MAKE YOUR DETERMINATION ON WHETHER OR NOT TO MAKE
AN INVESTMENT IN THE SHARES OF OUR COMMON STOCK OFFERED HEREBY. NO ONE HAS BEEN
AUTHORIZED TO PROVIDE ANY INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED
IN THIS DOCUMENT. THIS DOCUMENT IS DATED        , 2002. YOU SHOULD NOT ASSUME
THAT THE INFORMATION CONTAINED IN THIS DOCUMENT IS ACCURATE AS OF ANY DATE OTHER
THAN THAT DATE, AND NEITHER THE DELIVERY OF THIS DOCUMENT NOR THE SALE OF OUR
COMMON STOCK WILL CREATE ANY IMPLICATION TO THE CONTRARY.

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

                               TABLE OF CONTENTS



                                        PAGE
                                        ----
                                     
About this Prospectus.................    2
Risk Factors..........................    3
Forward-Looking Statements............    6
Regent Communications, Inc. ..........    6
Use of Proceeds.......................    6
Consolidated Ratios of Earnings to
  Fixed Charges and Earnings to
  Combined Fixed Charges and Preferred
  Stock Dividends.....................    7
Description of Capital Stock of
  Regent..............................    7
Description of Depositary Shares of
  Regent..............................   10
Description of Debt Securities of
  Regent..............................   10
Description of Debt Securities of
  Regent Broadcasting, Inc. ..........   18
Description of Guarantees.............   25
Description of Warrants...............   26
Description of Stock Purchase
  Contracts and Stock Purchase Units
  of Regent...........................   27
Plan of Distribution..................   27
Legal Matters.........................   29
Experts...............................   29
Where You Can Find More Information...   29
Incorporation By Reference............   30


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

                                  REGENT LOGO
                           REGENT BROADCASTING, INC.

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

                                  $250,000,000
                            -----------------------

                          REGENT COMMUNICATIONS, INC.
                                  COMMON STOCK
                                PREFERRED STOCK
                          CONVERTIBLE PREFERRED STOCK
                               DEPOSITARY SHARES
                                    WARRANTS
                            STOCK PURCHASE CONTRACTS
                              STOCK PURCHASE UNITS
                                DEBT SECURITIES
                          CONVERTIBLE DEBT SECURITIES
                       GUARANTEED TO THE EXTENT SET FORTH
                      HEREIN BY THE SUBSIDIARY GUARANTORS
                    GUARANTEES OF DEBT SECURITIES OF REGENT
                               BROADCASTING, INC.

                           REGENT BROADCASTING, INC.
                                DEBT SECURITIES
                          CONVERTIBLE DEBT SECURITIES
                       GUARANTEED TO THE EXTENT SET FORTH
                     HEREIN BY REGENT COMMUNICATIONS, INC.
                         AND THE SUBSIDIARY GUARANTORS
                        GUARANTEES OF DEBT SECURITIES OF
                          REGENT COMMUNICATIONS, INC.
                            -----------------------

                                   PROSPECTUS
                            -----------------------
                                          , 2002

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

                     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 fees are estimates) in connection with the issuance and distribution
of the shares of common stock being registered hereunder. All such fees and
expenses shall be borne by Regent.


          Commission Registration Fees..................  $         23,000.00
          Nasdaq National Market Listing Fee............  $
          Blue Sky fees and expenses....................  $
          Printing and engraving expenses...............  $
          Transfer agent and registrar fee and expenses.  $
          Attorneys fees and expenses...................  $
          Accounting fees and expenses..................  $
          Miscellaneous.................................  $
                                                          --------------------
                    Total...............................  $
                                                          ====================

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         As permitted by Section 102(b)(7) of the General Corporation Law of the
State of Delaware (the "DGCL"), the Certificate of Incorporation of the
Registrant provides that a director of the Registrant shall not be personally
liable to the Registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Registrant or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or
knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper personal benefit. If the
DGCL is amended to authorize corporate action further eliminating or limiting
the personal liability of directors, then the Certificate of Incorporation of
the Registrant requires that the liability of a director of the Registrant must
be eliminated or limited to the fullest extent permitted by the DGCL, as so
amended. Further, any repeal or modification of this provision of the
Certificate of Incorporation of the Registrant by the stockholders of the
Registrant shall not adversely affect any right or protection of a director of
the Registrant existing at the time of such repeal or modification.

         In accordance with Section 145 of the DGCL, the Certificate of
Incorporation and the Amended and Restated By-laws of the Registrant provide
that the Registrant shall indemnify and hold harmless, to the fullest extent
permitted by applicable law as it presently exists or may hereafter be amended,
any person who was or is threatened to be made a party, or is otherwise involved
in any action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he, or a person for whom he is a legal
representative, is or was a director, officer, employee or agent of the
Registrant or is or was serving at the request of the Registrant as a director,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, enterprise or nonprofit entity, including service with respect to
employee benefit plans, against all liability and loss suffered and expenses
reasonably incurred by such person. The indemnification and advancement of
expenses pursuant to the Certificate of Incorporation


                                      II-1


and By-laws are not exclusive of any other rights which the person seeking
indemnification may have under any statute, provision of such Certificate of
Incorporation, By-laws, agreement, vote of stockholders or disinterested
directors or otherwise. Pursuant to the terms of the Certificate of
Incorporation and the By-laws, the Registrant is required to indemnify a person
in connection with a proceeding initiated by such person only if the proceeding
was authorized by the Board of Directors of the Registrant. Pursuant to Section
145 of the DGCL, the Registrant may only indemnify a person if such person acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

         The Certificate of Incorporation and the By-laws further provide that
the Registrant shall pay the expenses of directors and executive officers of the
Registrant, and may pay the expenses of all other officers, employees or agents
of the Registrant, incurred in defending any proceeding, in advance of its final
disposition, upon receipt of an undertaking by the director, officer, employee
or agent to repay all amounts advanced if it should be ultimately determined
that such person is not entitled to be indemnified under the provisions of the
Certificate of Incorporation, the By-laws or otherwise.

         Section 145 of the DGCL further provides that to the extent a director
or officer of a corporation has been successful on the merits or otherwise in
the defense of any action, suit or proceeding referred to in subsections (a) and
(b) of Section 145 or in the defense of any claim, issue or matter therein, such
person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred in connection therewith; that indemnification
provided for by Section 145 shall not be deemed exclusive of any other rights to
which the indemnified party may be entitled; and that indemnification provided
for by Section 145 shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of such person's heirs, executors and
administrators.

         The Certificate of Incorporation and the By-laws provide that the
Registrant's obligation, if any, to indemnify any person who was or is serving
at its request as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, enterprise or nonprofit entity, shall be
reduced by any amount such person may collect as indemnification from such other
entity.

         If the indemnification provisions of the Certificate of Incorporation
or By-laws are repealed or modified, such repeal or modification will not
adversely affect any right or protection thereunder of any person in respect of
any act or omission occurring prior to the time of such repeal or modification.

         Regent carries directors' and officers' liability insurance coverage
which insures its directors and officers and the directors and officers of its
subsidiaries in certain circumstances.



                                      II-2


ITEM 16. EXHIBITS



Document                                                                          Exhibit
- --------                                                                          -------

                                                                                
Underwriting Agreement                                                             1.1*

Asset Exchange Agreement dated as of March 12, 2000                                2.1**
by and among Clear Channel Broadcasting, Inc.,
Clear Channel Broadcasting Licenses, Inc., Capstar Radio
Operating Company, Capstar TX Limited Partnership,
Regent Broadcasting of Victorville, Inc., Regent Licensee
of Victorville, Inc., Regent Broadcasting of Palmdale, Inc.,
Regent Licensee of Palmdale, Inc., Regent Broadcasting of
Mansfield, Inc. and Regent Licensee of Mansfield, Inc.
(previously filed as Exhibit 2(g) to the Registrant's Form
10-K for the year ended December 31, 1999 and incorporated
herein by this reference)

First Amendment to Asset Exchange Agreement made on                                2.2**
May 31, 2000 by and among Clear Channel Broadcasting,
Inc., Clear Channel Broadcasting Licenses, Inc., Capstar
Radio Operating Company, Capstar TX Limited Partnership,
Regent Broadcasting of Victorville, Inc., Regent Licensee
of Victorville, Inc., Regent Broadcasting of Palmdale, Inc.,
Regent Licensee of Palmdale, Inc., Regent Broadcasting of
Mansfield, Inc. and Regent Licensee of Mansfield, Inc.
(previously filed as Exhibit 2(b) to the Registrant's Form
10-Q for the quarter ended June 30, 2000 and incorporated
herein by reference)

Second Amendment to Asset Exchange Agreement made                                  2.3**
on June 2, 2000 by and among Clear Channel Broadcasting,
Inc., Clear Channel Broadcasting Licenses, Inc., Capstar Radio
Operating Company, Capstar TX Limited Partnership, Regent
Broadcasting of Victorville, Inc., Regent Licensee of
Victorville, Inc., Regent Broadcasting of Palmdale, Inc.,
Regent Licensee of Palmdale, Inc., Regent Broadcasting of
Mansfield, Inc. and Regent Licensee of Mansfield, Inc.
(previously filed as Exhibit 2(c) to the Registrant's Form
10-Q for the quarter ended June 30, 2000 and incorporated
herein by reference)

Agreement of Merger dated March 29, 2000 by and among                              2.4**
Regent Communications, Inc., Regent Broadcasting, Inc.,
KZAP, Inc. and Rob Cheal (previously filed as Exhibit 2(h)
to the Registrant's Form 10-K for the year ended December
31, 1999 and incorporated herein by this reference)



                                      II-3

                                                                                
Asset Purchase Agreement dated March 29, 2000 by and                               2.5**
between Yavapai Broadcasting Corporation, Regent
Broadcasting of Flagstaff, Inc. and Regent Licensee of
 Flagstaff, Inc. (previously filed as Exhibit 2(i) to the
Registrant's Form 10-K for the year ended December 31,
1999 and incorporated herein by this reference)

Asset Purchase Agreement made as of October 31, 2000                               2.6**
 among Concord Media Group of California, Inc., Regent
Broadcasting of Palmdale, Inc. and Regent Licensee of
Palmdale, Inc. (previously filed as Exhibit 2(d) to the
Registrant's Form 10-Q for the quarter ended September
30, 2000 and incorporated herein by reference)

Asset Purchase Agreement made December 28, 2000                                    2.7**
among NextMedia Group II, Inc., NextMedia Licensing,
Inc., Regent Broadcasting of Erie, Inc. and Regent Licensee
of Erie, Inc. (excluding exhibits not deemed material or
filed separately in executed form) (previously filed as
Exhibit 2(g) to the Registrant's Form 10-K for the year
ended December 31, 2000 and incorporated herein by
reference)

Agreement of Merger dated June 15, 2000 among StarCom,                             2.8**
Inc, Dennis Carpenter and Regent Broadcasting, Inc., as
amended by an Amendment, dated as of July 27, 2000, to
Agreement of Merger, and as further amended by a Second
Amendment, dated as of February 19, 2001, to Agreement of
Merger (excluding exhibits not deemed material or filed
separately in executed form) (previously filed as Exhibit 2(h)
to the Registrant's Form 10-K for the year ended December 31,
2000 and incorporated herein by reference)

Credit Agreement dated as of January 27, 2000 among                                4.1**
Regent Broadcasting, Inc., Regent Communications, Inc.,
Fleet National Bank, as administrative agent, Fleet National
Bank, as issuing lender, General Electric Capital Corporation,
as syndication agent, Dresdner Bank AG, New York and
Grand Cayman Branches, as document agent, and the several
lenders party thereto (excluding exhibits not deemed material
or filed separately in executed form) (previously filed as Exhibit
4(a) to the Registrant's Form 8-K filed February 10, 2000 and
incorporated herein by this reference)

Omnibus Amendment No. 1 and Amendment No. 1 to Credit                              4.2**
Agreement dated as of February 4, 2000 among Regent
Broadcasting, Inc., Regent Communications, Inc., Fleet National
Bank, as administrative agent, Fleet National Bank, as issuing






                                      II-4


                                                                                
lender, General Electric Capital Corporation, as syndication agent,
Dresdner Bank AG, New York and Grand Cayman Branches, as
document agent, and the several lenders party thereto (previously
filed as Exhibit 4(e) to the Registrant's Form 8-K filed February 10,
2000 and incorporated herein by this reference)

Amendment No. 2 and Consent, dated as of August 23, 2000,                          4.3**
to the Credit Agreement dated as of January 27, 2000, as amended,
among Regent Broadcasting, Inc., Regent Communications, Inc.,
Fleet National Bank, as administrative agent, Fleet National Bank, as issuing
lender, General Electric Capital Corporation, as syndication agent, Dresdner
Bank AG, New York and Grand Cayman Branches, as document agent, and the several
lenders party thereto (previously filed as Exhibit 4(c) to the Registrant's Form
10-K for the year ended December 31, 2000 and incorporated herein by this
reference)

Amendment No. 3 dated as of December 1, 2000, to the Credit                        4.4**
Agreement dated as of January 27, 2000, as amended, among Regent
Broadcasting, Inc., Regent Communications, Inc., Fleet National
Bank, as administrative agent, Fleet National Bank, as issuing lender,
General Electric Capital Corporation, as syndication agent, Dresdner
Bank AG, New York and Grand Cayman Branches, as document agent,
and the several lenders party thereto (previously filed as Exhibit 4(d) to
the Registrant's Form 10-K for the year ended December 31, 2000 and
incorporated herein by this reference)

Revolving Credit Note dated as of February 7, 2000 made by Regent                  4.5**
Broadcasting, Inc. in favor of Fleet National Bank in the original
principal amount of $25 million (previously filed as Exhibit 4(f) to
the Registrant's Form 8-K filed February 10, 2000 and incorporated
herein by this reference) (See Note 1 below)

Subsidiary Guaranty Agreement dated as of January 27, 2000                         4.6**
among Regent Broadcasting, Inc., Regent Communications, Inc. and
each of their subsidiaries and Fleet National Bank, as collateral agent
(previously filed as Exhibit 4(c) to the Registrant's Form 8-K filed
February 10, 2000 and incorporated herein by this reference)

Pledge Agreement dated as of January 27, 2000 among Regent                         4.7**
Broadcasting, Inc., Regent Communications, Inc. and each of
their subsidiaries and Fleet National Bank, as collateral agent
(previously filed as Exhibit 4(d) to the Registrant's Form 8-K
filed February 10, 2000 and incorporated herein by this reference)

Security Agreement dated as of January 27, 2000 among                              4.8**
Regent Broadcasting, Inc., Regent Communications, Inc. and
each of their subsidiaries and Fleet National Bank, as collateral
agent (previously filed as Exhibit 4(b) to the Registrant's Form 8-K






                                      II-5

                                                                                

filed February 10, 2000 and incorporated herein by this reference)

Amended and Restated Certificate of Incorporation of Regent                        4.9**
Communications, Inc., as amended by a Certificate of Designation,
Number, Powers, Preferences and Relative, Participating, Optional
and Other Special Rights and the Qualifications, Limitations,
Restrictions, and Other Distinguishing Characteristics of Series G Preferred
Stock of Regent Communications, Inc., filed January 21, 1999 (previously filed
as Exhibit 3(a) to the Registrant's Form 10-K for the year ended December 31,
1998 and incorporated herein by this reference)

Certificate of Decrease of Shares Designated as Series G                           4.10**
Convertible Preferred Stock of Regent Communications, Inc., filed
with the Delaware Secretary of State on June 21, 1999 amending
the Amended and Restated Certificate of Incorporation of Regent
Communications, Inc., as amended (previously filed as Exhibit 3(c)
to the Registrant's Form 10-Q for the quarter ended June 30, 1999
and incorporated herein by this reference)

Certificate of Designation, Number, Powers, Preferences and                        4.11**
Relative, Participating, Optional and Other Special Rights and the
Qualifications, Limitations, Restrictions, and Other Distinguishing
Characteristics of Series H Preferred Stock of Regent Communications,
Inc., filed with the Delaware Secretary of State on June 21, 1999
amending the Amended and Restated Certificate of Incorporation of
Regent Communications, Inc., as amended (previously filed as Exhibit
3(d) to the Registrant's Form 10-Q for the quarter ended June 30, 1999
and incorporated herein by this reference)

Certificate of Decrease of Shares Designated as Series G Convertible               4.12**
Preferred Stock of Regent Communications, Inc., filed with the
Delaware Secretary of State on August 23, 1999 amending the Amended
and Restated Certificate of Incorporation of Regent Communications, Inc.,
as amended (previously filed as Exhibit 3(e) to the Registrant's Form
10-Q for the quarter ended on September 30, 1999 and incorporated
herein by this reference)

Certificate of Increase of Shares Designated as Series H Convertible               4.13**
Preferred Stock of Regent Communications, Inc., filed with the
Delaware Secretary of State on August 23, 1999 amending the
Amended and Restated Certificate of Incorporation of Regent
Communications, Inc., as amended (previously filed as Exhibit 3(f) to
the Registrant's Form 10-Q for the quarter ended on September 30,
1999 and incorporated herein by this reference)

Certificate of Amendment of Amended and Restated Certificate of                    4.14**
Incorporation of Regent Communications, Inc. filed with the






                                      II-6


                                                                                
Delaware Secretary of State on November 19, 1999 (previously filed
as Exhibit 3(b) to the Registrant's Form 10-Q for the quarter ended
June 30, 2001 and incorporated herein by this reference)

Certificate of Designation, Number, Powers Preferences and Relative,               4.15**
Participating, Optional, and Other Special Rights and the Qualifications,
Limitations, Restrictions, and Other Distinguishing Characteristics of
Series K Preferred Stock of Regent Communications, Inc., filed with
the Delaware Secretary of State on December 13, 1999 amending the
Amended and Restated Certificate of Incorporation of Regent
Communications, Inc., as amended (previously filed as Exhibit 3(g) to
Amendment No. 1 to the Registrants Form S-1 Registration Statement
No. 333-91703 filed December 29, 1999 and incorporated herein by
this reference)

Certificate of Amendment of Amended and Restated Certificate of Incorporation      4.16**
of Regent Communications, Inc. filed with the Delaware Secretary of State
on March 13, 2002 (previously filed as Exhibit 3(h) to the Registrant's
Form 10-K for the year ended December 31, 2001 and incorporated herein
by this reference)

Amended and Restated By-Laws of Regent Communications, Inc.                        4.17**
(previously filed as Exhibit 3(b) to Amendment No. 1 to the
Registrant's Form S-4 Registration Statement No. 333-46435
filed April 8, 1999 and incorporated herein by this reference)

Amendments to By-Laws of Regent Communications, Inc.                               4.18**
adopted December 13, 1999 (previously filed as Exhibit 3(h) to
Amendment No. 1 to the Registrant's Form S-1 Registration
Statement No. 333-91703 filed December 29, 1999 and
incorporated herein by this reference)

Stock Purchase Agreement dated June 15, 1998 among Regent Communications,          4.19**
Inc., Waller-Sutton Media Partners, L.P., WPG Corporate Development
Associates V, L.C.C., WPG Corporate Development Associates (Overseas) V,
L.P., General Electric Capital Corporation, River Cities Capital Fund Limited
Partnership and William H. Ingram (excluding exhibits not deemed material or
filed separately in executed form) (previously filed as Exhibit 4(d) to the
Registrant's Form 8-K filed June 30, 1998 and incorporated herein by this
reference)

Registration Rights Agreement dated June 15, 1998 among Regent                     4.20**
Communications, Inc., PNC Bank, N.A., Trustee, Waller-Sutton
Media Partners, L.P., WPG Corporate Development Associates
V, L.L.C., WPG Corporate Development Associates (Overseas)
V, L.P., BMO Financial, Inc., General Electric Capital Corporation,
River Cites Capital Fund Limited Partnership, Terry S. Jacobs,
William L. Stakelin, William H. Ingram, Blue Chip Capital Fund II
Limited Partnership, Miami Valley Venture Fund L.P. and Thomas
Gammon (excluding exhibits not deemed material or filed separately
in executed form) (previously filed as Exhibit 4(e) to the Registrant's
Form 8-K filed June 30, 1998 and incorporated herein by this reference)

Warrant for the Purchase of 650,000 Shares of Common Stock issued                  4.21*
by Regent Communications, Inc. to Waller-Sutton Media Partners,






                                      II-7


                                                                                
L.P. dated June 15, 1998 (See Note 2 below) (previously filed as
Exhibit 4(f) to the Registrant's Form 8-K filed June 30, 1998 and
incorporated herein by this reference)

Stock Purchase Agreement dated June 21, 1999 between Regent                        4.22**
Communications, Inc. and Waller-Sutton Media Partners, L.P. relating
to the purchase of 90,909 shares of Regent Communications, Inc.
Series H convertible preferred stock (See Note 3 below) (excluding exhibits not
deemed material or filed separately in executed form) (previously filed as
Exhibit 4(aa) to the Registrant's Form 10-Q for the quarter ended June 30,1999
and incorporated herein by this reference)

Stock Purchase Agreement dated June 21, 1999, among Regent                         4.23**
Communications, Inc., WPG Corporate Development Associates V,
L.L.C. and WPG Corporate Development Associates V (Overseas),
L.P. relating to the purchase of 1,180,909 and 182,727 shares, respectively, of
Regent Communications, Inc. Series H convertible preferred stock (excluding
exhibits not deemed material or filed separately in executed form) (previously
filed as Exhibit 4(bb) to the Registrant's Form 10-Q for the quarter ended June
30, 1999 and incorporated herein by this reference)

Stock Purchase Agreement dated as of August 31, 1999 among Regent                  4.24**
Communications, Inc., The Roman Arch Fund L.P. and The Roman
Arch Fund II L.P. relating to the purchase of 109,091 and 72,727
shares, respectively, of Regent Communications, Inc. Series H convertible
preferred stock (excluding exhibits not deemed material or filed
separately in executed form) (previously filed as Exhibit 4(ee) to the
Registrant's Form 10-Q for the quarter ended on September 30, 1999
and incorporated herein by this reference)

First Amendment to Registration Rights Agreement dated as of August                4.25**
31, 1999 among Regent Communications, Inc., PNC Bank, N.A., as
trustee, Waller-Sutton Media Partners, L.P., WPG Corporate
Development Associates V, L.L.C., WPG Corporate Development
Associates (Overseas) V, L.P., BMO Financial, Inc., General Electric
Capital Corporation, River Cities Capital Fund Limited Partnership,
Terry S. Jacobs, William L. Stakelin, William H. Ingram, Blue Chip
Capital Fund II Limited Partnership, Miami Valley Venture Fund L.P.
and Thomas P. Gammon (excluding exhibits not deemed material or filed
separately in executed form) (previously filed as Exhibit 4(gg) to the
Registrant's Form 10-Q for the quarter ended on September 30, 1999
and incorporated herein by this reference)

Second Amendment to Registration Rights Agreement dated as of                      4.26**
December 13, 1999, among Regent Communications, Inc., Terry S.
Jacobs, William L. Stakelin, Blue Chip Capital Fund II Limited
Partnership, Blue Chip Capital Fund III Limited Partnership, Miami





                                      II-8


                                                                                
Valley Venture Fund, L.P., PNC Bank, N.A., as trustee, PNC Bank,
N.A., Custodian, Waller-Sutton Media Partners, L.P., River Cities
Capital Fund Limited Partnership, Mesirow Capital Partners VII,
WPG Corporate Development Associates V, L.L.C., WPG Corporate
Development Associates V (Overseas) L.P., General Electric Capital
Corporation, William H. Ingram, The Roman Arch Fund L.P., The
Roman Arch Fund II L.P. and The Prudential Insurance Company of
America (previously filed as Exhibit 4(hh) to Amendment No. 1 to the
Registrant's Form S-1 Registration Statement No. 333-91703 filed
December 29, 1999 and incorporated herein by this reference)

Third Amended and Restated Stockholders' Agreement dated as                        4.27**
of December 13, 1999, among Regent Communications, Inc.,
Terry S. Jacobs, William L. Stakelin, Blue Chip Capital Fund II
Limited Partnership, Blue Chip Capital Fund III Limited Partnership,
Miami Valley Venture Fund, L.P., PNC Bank, N.A., as trustee,
PNC Bank, N.A., Custodian, Waller-Sutton Media Partners, L.P.,
River Cities Capital Fund Limited Partnership, Mesirow Capital
Partners VII, WPG Corporate Development Associates V, L.L.C.,
WPG Corporate Development Associates V (Overseas) L.P., General
Electric Capital Corporation, William H. Ingram, Joel M. Fairman,
The Roman Arch Fund L.P., The Roman Arch Fund II L.P. and the
Prudential Insurance Company of America (previously filed as Exhibit
4(ii) to Amendment No. 1 to the Registrant's Form S-1 Registration
Statement No. 333-91703 filed December 29, 1999 and incorporated
herein by this reference)

Stock Purchase Agreement dated as of November 24, 1999,                            4.28**
between Regent Communications, Inc. and Blue Chip Capital Fund
III Limited Partnership (see Note 4 below) (previously filed as
Exhibit 4(jj) to Amendment No. 1 to the Registrant's Form S-1
Registration Statement filed December 29, 1999 and incorporated
herein by this reference)

Registration Rights Agreement, dated as of August 28, 2001,                        4.29**
between Regent Communications, Inc. and Bayard H. Walters
(previously filed as Exhibit 10(a) to the Registrant's Form 10-Q for the
quarter ended September 30, 2001 and incorporated herein by this
reference)

Third Amendment to Registration Rights Agreement, dated August                     4.30**
28, 2001, among Regent Communications, Inc. and the Stockholders
who are signatories thereto (previously filed as Exhibit 10(b) to the
Registrant's Form 10-Q for the quarter ended September 30, 2001
and incorporated herein by this reference)

Fourth Amendment to Registration Rights Agreement dated as of                      4.31**
November 26,2001, among Regent Communications, Inc. and the






                                      II-9


                                                                                
Stockholders who are signatories thereto (previously filed as Exhibit
10(t) to the Registrant's Form 10-K for the year ended December 31,
2001 and Incorporated herein by this reference)

Form of Stock Purchase Agreement dated as of November 26, 2001                     4.32**
(see Note 5 below) (previously filed as Exhibit 10.1 to the Registrant's
Form S-3 Registration Statement No. 333-74704 filed December 6, 2001
and incorporated herein by reference)

Registration Rights Agreement dated as of January 7, 2002, between                 4.33**
Regent Communications, Inc. and ComCorp of Lafayette, Inc. (previously
filed as Exhibit 10(u) to the Registrant's Form 10-K for the year ended
December 31, 2001 and incorporated herein by reference)

Registration Rights Agreement dated as of January 7, 2002, between                 4.34**
Regent Communications, Inc. and Abbeville Broadcasting Service, Inc.
(previously filed as Exhibit 10(v) to the Registrant's Form 10-K for the year
ended December 31, 2001 and incorporated herein by reference)

Form of Senior Debt Indenture of Regent Communications, Inc.                       4.35

Form of Subordinated Debt Indenture of Regent Communications, Inc.                 4.36

Form of Senior Debt Indenture of Regent Broadcasting, Inc.                         4.37

Form of Subordinated Debt Indenture of Regent Broadcasting, Inc.                   4.38

Form of Warrant Agreement                                                          4.39*

Form of Deposit Agreement                                                          4.40*

Form of Stock Purchase Contract                                                    4.41*

Opinion of Graydon Head & Ritchey LLP                                              5.1***

Statements re: Computation of Ratios                                              12.1***

Consent of Graydon Head & Ritchey LLP                                             23.1***
(Included in Exhibit 5.1)

Consent of PricewaterhouseCoopers, LLP                                            23.2

A power of attorney in which various individuals authorize                        24.1
the signing of their names to any and all amendments to
this Registration Statement and other documents submitted
in connection herewith is contained on the first page of
the signature pages following Part II of this Registration
Statement





                                     II-10


Statement of Eligibility of Trustee                                   25.1****
- ------------------------------

*        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 an amendment.
****     To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act of
         1939.

NOTES
- -----

1.       Seven substantially identical notes were made by Regent Broadcasting,
         Inc. as follows:


Original Holder                                               Principal Amount
- ---------------                                               ----------------

General Electric Capital Corporation                          $22,000,000
Dresdner Bank AG, New York and Cayman Islands Branches        $22,000,000
Mercantile Bank National Association                          $16,000,000
U.S. Bank National Association                                $10,000,000
Summit Bank                                                   $10,000,000
Michigan National Bank                                        $10,000,000
The CIT Group Equipment Financing, Inc.                       $10,000,000

2.       Six substantially identical warrants for the purchase of shares of
         Registrant's common stock were issued as follows:


Holder                                                        Common Shares
- ------                                                        -------------

Waller-Sutton Media Partners, L.P.                               650,000
WPG Corporate Development Associates V, L.L.C                    112,580
WPG Corporate Development Associates (Overseas) V, L.P.          17,420
General Electric Capital Corporation                             50,000
River Cities Capital Fund Limited Partnership                    20,000
William H. Ingram                                                10,000

3.       Two substantially identical stock purchase agreements were entered into
         for the purchase of Series H convertible preferred stock as follows:

Purchaser                                                        Shares
- ---------                                                        ------

Blue Chip Capital Fund II Limited Partnership                    363,636
PNC Bank, N.A., as trustee                                       181,818

4.       Four substantially identical stock purchase agreements were entered
         into for the purchase of Series K convertible preferred stock as
         follows:

Purchaser                                                        Shares
- ---------                                                        ------

WPG Corporate Development Associates
V, L.L.C. and WPG Corporate Development
          ---
Associates V (Overseas), L.P.                                    181,818
PNC Bank, N.A., Custodian                                        181,818
Mesirow Capital Partners VII1                                    818,181


                                     II-11



The Prudential Insurance Company of America                    1,000,000

5.       Twenty-two substantially identical stock purchase agreements were
         entered into for the purchase of common stock as follows:



Purchaser                                                                                       Shares
- ---------                                                                                       ------

                                                                                           
U.S. Bancorp Piper Jaffray Asset Management for Benefit of Milwaukee Foundation MicroCap         3,900
U.S. Bancorp Piper Jaffray Asset Management for Benefit of WM Chester Small Cap                    400
U.S. Bancorp Piper Jaffray Asset Management for Benefit of First American MicroCap Fund        211,500
U.S. Bancorp Piper Jaffray Asset Management for Benefit of Frantschi MicroCap                   11,300
U.S. Bancorp Piper Jaffray Asset Management for Benefit of ES Tallmadge Res.                       500
U.S. Bancorp Piper Jaffray Asset Management for Benefit of Posner Partners MicroCap              5,600
U.S. Bancorp Piper Jaffray Asset Management for Benefit of Jane Petit MicroCap                     500
Firstar Bank NA, Agent Lyndhurst Associates MicroCap Fund                                       13,300
Marshall & Isley Trust Company Custodian for the Milwaukee Jewish Federation                     3,000
Edge Capital, L.P.                                                                             100,000
Pogue Capital International, LTD.                                                               52,000
Oxa Trade & Finance, Inc.                                                                       35,000
Coditec International LTD - E - VBL                                                             13,000
Blue Chip Capital Fund III Limited Partnership                                                 200,000
Silverfin & Company                                                                             12,800
Capital Blue Cross Retirement Plan                                                               3,200
Clippership & Company                                                                           90,800
Pitt & Company                                                                                  83,000
Mellon Trust Company  Trustee for NYNEX Master Pension Trust                                    45,900
Capital Blue Cross                                                                               3,800
Silverbass & Company                                                                             4,900
Palmsail & Company                                                                               5,600


ITEM 17. UNDERTAKINGS

(a)      The undersigned Registrant hereby undertakes:

               (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 the 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; and


                                     II-12


                    (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 Regent 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 registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.

(d) The undersigned registrant hereby undertakes 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.



                                     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
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 March 18,
2002.

                               REGENT COMMUNICATIONS, INC.


                               By:      /s/ TERRY S. JACOBS
                                        ----------------------------------------
                                        Terry S. Jacobs
                                        Chairman of the Board and Chief
                                        Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Principal Executive Officer:

/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS                          Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer



                                     II-14


Directors of the Company:


/s/ JOEL M. FAIRMAN                                  Date: March 18, 2002
- ----------------------------------------------
Joel M. Fairman


/s/ KENNETH J. HANAU                                 Date: March 18, 2002
- ----------------------------------------------
Kenneth J. Hanau


/s/ WILLIAM H. INGRAM                                Date: March 18, 2002
- ----------------------------------------------
William H. Ingram


/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs


/s/ R. GLEN MAYFIELD                                 Date: March 18, 2002
- ----------------------------------------------
R. Glen Mayfield


/s/ RICHARD H. PATTERSON                             Date: March 18, 2002
- ----------------------------------------------
Richard H. Patterson


/s/ WILLIAM L. STAKELIN                              Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin


/s/ WILLIAM P. SUTTER, JR.                           Date: March 18, 2002
- ----------------------------------------------
William P. Sutter, Jr.


                                                     Date:
- ----------------------------------------------
John H. Wyant





                                     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
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 March 18,
2002.

                                REGENT BROADCASTING, INC.


                                By:      /s/ TERRY S. JACOBS
                                         --------------------------------------
                                         Terry S. Jacobs
                                         Chairman of the Board and Chief
                                         Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Principal Executive Officer:

/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS                          Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:


/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs


/s/ WILLIAM L. STAKELIN                              Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin



                                     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
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 March 18,
2002.

                                  REGENT BROADCASTING OF ALBANY, INC.


                                  By:      /s/ TERRY S. JACOBS
                                           ------------------------------------
                                           Terry S. Jacobs
                                           Chairman of the Board and Chief
                                           Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Principal Executive Officer:

/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS                          Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:


/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs


/s/ WILLIAM L. STAKELIN                              Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin


                                     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
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 March 18,
2002.

                                     REGENT BROADCASTING OF CHICO, INC.


                                     By:      /s/ TERRY S. JACOBS
                                              ---------------------------------
                                              Terry S. Jacobs
                                              Chairman of the Board and Chief
                                              Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Principal Executive Officer:

/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS                          Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:


/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs


/s/ WILLIAM L. STAKELIN                              Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin




                                     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
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 March 18,
2002.

                                     REGENT BROADCASTING OF EL PASO, INC.


                                     By:      /s/ TERRY S. JACOBS
                                              ---------------------------------
                                              Terry S. Jacobs
                                              Chairman of the Board and Chief
                                              Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Principal Executive Officer:

/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS                          Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:


/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs


/s/ WILLIAM L. STAKELIN                              Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin




                                     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
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 March 18,
2002.

                                      REGENT BROADCASTING OF ERIE, INC.


                                      By:      /s/ TERRY S. JACOBS
                                              ---------------------------------
                                               Terry S. Jacobs
                                               Chairman of the Board and Chief
                                               Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Principal Executive Officer:

/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS                          Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:


/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs


/s/ WILLIAM L. STAKELIN                              Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin




                                     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
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 March 18,
2002.

                                      REGENT BROADCASTING OF FLAGSTAFF, INC.


                                      By:      /s/ TERRY S. JACOBS
                                              ---------------------------------
                                               Terry S. Jacobs
                                               Chairman of the Board and Chief
                                               Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Principal Executive Officer:

/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS                          Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:


/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs


/s/ WILLIAM L. STAKELIN                              Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin




                                     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
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 March 18,
2002.

                                    REGENT BROADCASTING OF FLINT, INC.


                                    By:      /s/ TERRY S. JACOBS
                                             ---------------------------------
                                             Terry S. Jacobs
                                             Chairman of the Board and Chief
                                             Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Principal Executive Officer:

/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS                          Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:


/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs


/s/ WILLIAM L. STAKELIN                              Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin



                                     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
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 March 18,
2002.

                                      REGENT BROADCASTING OF GRAND RAPIDS, INC.


                                      By:      /s/ TERRY S. JACOBS
                                              ---------------------------------
                                               Terry S. Jacobs
                                               Chairman of the Board and Chief
                                               Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Principal Executive Officer:

/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS                          Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:


/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs


/s/ WILLIAM L. STAKELIN                              Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin




                                     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
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 March 18,
2002.

                                      REGENT BROADCASTING OF KINGMAN, INC.


                                      By:      /s/ TERRY S. JACOBS
                                              ---------------------------------
                                               Terry S. Jacobs
                                               Chairman of the Board and Chief
                                               Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Principal Executive Officer:

/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS                          Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:


/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs


/s/ WILLIAM L. STAKELIN                              Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin




                                     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
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 March 18,
2002.

                                      REGENT BROADCASTING OF LAFAYETTE, INC.


                                      By:      /s/ TERRY S. JACOBS
                                              ---------------------------------
                                               Terry S. Jacobs
                                               Chairman of the Board and Chief
                                               Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Principal Executive Officer:

/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS                          Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:


/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs


/s/ WILLIAM L. STAKELIN                              Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin




                                     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
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 March 18,
2002.

                                      REGENT BROADCASTING OF LAKE TAHOE, INC.


                                      By:      /s/ TERRY S. JACOBS
                                              ---------------------------------
                                               Terry S. Jacobs
                                               Chairman of the Board and Chief
                                               Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Principal Executive Officer:

/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS                          Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:


/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs


/s/ WILLIAM L. STAKELIN                              Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin




                                     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
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 March 18,
2002.

                                     REGENT BROADCASTING OF LEXINGTON, INC.


                                     By:      /s/ TERRY S. JACOBS
                                              ---------------------------------
                                              Terry S. Jacobs
                                              Chairman of the Board and Chief
                                              Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Principal Executive Officer:

/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS                          Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:


/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs


/s/ WILLIAM L. STAKELIN                              Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin




                                     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
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 March 18,
2002.

                                     REGENT BROADCASTING OF MANSFIELD, INC.


                                     By:      /s/ TERRY S. JACOBS
                                              ---------------------------------
                                              Terry S. Jacobs
                                              Chairman of the Board and Chief
                                              Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Principal Executive Officer:

/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS                          Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:


/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs


/s/ WILLIAM L. STAKELIN                              Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin




                                     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
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 March 18,
2002.

                                     REGENT BROADCASTING OF PALMDALE, INC.


                                     By:      /s/ TERRY S. JACOBS
                                              ---------------------------------
                                              Terry S. Jacobs
                                              Chairman of the Board and Chief
                                              Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Principal Executive Officer:

/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS                          Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:


/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs


/s/ WILLIAM L. STAKELIN                              Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin




                                     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
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 March 18,
2002.

                                      REGENT BROADCASTING OF PEORIA, INC.


                                      By:      /s/ TERRY S. JACOBS
                                              ---------------------------------
                                               Terry S. Jacobs
                                               Chairman of the Board and Chief
                                               Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Principal Executive Officer:

/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS                          Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:


/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs


/s/ WILLIAM L. STAKELIN                              Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin




                                     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
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 March 18,
2002.

                                     REGENT BROADCASTING OF REDDING, INC.


                                     By:      /s/ TERRY S. JACOBS
                                              ---------------------------------
                                              Terry S. Jacobs
                                              Chairman of the Board and Chief
                                              Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Principal Executive Officer:

/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS                          Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:


/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs


/s/ WILLIAM L. STAKELIN                              Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin




                                     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
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 March 18,
2002.

                                     REGENT BROADCASTING OF SAN DIEGO, INC.


                                     By:      /s/ TERRY S. JACOBS
                                              ---------------------------------
                                              Terry S. Jacobs
                                              Chairman of the Board and Chief
                                              Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Principal Executive Officer:

/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS                          Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:


/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs


/s/ WILLIAM L. STAKELIN                              Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin




                                     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
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 March 18,
2002.

                                     REGENT BROADCASTING OF SOUTH CAROLINA, INC.


                                     By:      /s/ TERRY S. JACOBS
                                              ---------------------------------
                                              Terry S. Jacobs
                                              Chairman of the Board and Chief
                                              Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Principal Executive Officer:

/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS                          Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:


/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs


/s/ WILLIAM L. STAKELIN                              Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin




                                     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
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 March 18,
2002.

                                     REGENT BROADCASTING OF ST. CLOUD, INC.


                                     By:      /s/ TERRY S. JACOBS
                                              ---------------------------------
                                              Terry S. Jacobs
                                              Chairman of the Board and Chief
                                              Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Principal Executive Officer:

/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS                          Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:


/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs


/s/ WILLIAM L. STAKELIN                              Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin




                                     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
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 March 18,
2002.

                                     REGENT BROADCASTING OF ST. CLOUD II, INC.


                                     By:      /s/ TERRY S. JACOBS
                                              ---------------------------------
                                              Terry S. Jacobs
                                              Chairman of the Board and Chief
                                              Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Principal Executive Officer:

/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS                          Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:


/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs


/s/ WILLIAM L. STAKELIN                              Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin




                                     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
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 March 18,
2002.

                                     REGENT BROADCASTING OF UTICA/ROME, INC.


                                     By:      /s/ TERRY S. JACOBS
                                              ---------------------------------
                                              Terry S. Jacobs
                                              Chairman of the Board and Chief
                                              Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Principal Executive Officer:

/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS                          Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:


/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs


/s/ WILLIAM L. STAKELIN                              Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin




                                     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
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 March 18,
2002.

                                     REGENT BROADCASTING OF WATERTOWN, INC.


                                     By:      /s/ TERRY S. JACOBS
                                              ---------------------------------
                                              Terry S. Jacobs
                                              Chairman of the Board and Chief
                                              Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Principal Executive Officer:

/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS                          Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:


/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs


/s/ WILLIAM L. STAKELIN                              Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin




                                     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
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 March 18,
2002.

                                     REGENT BROADCASTING MIDWEST, INC.


                                     By:      /s/ TERRY S. JACOBS
                                              ---------------------------------
                                              Terry S. Jacobs
                                              Chairman of the Board and Chief
                                              Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Principal Executive Officer:

/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS                          Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:


/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs


/s/ WILLIAM L. STAKELIN                              Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin




                                     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
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 March 18,
2002.

                                     REGENT BROADCASTING WEST COAST, INC.


                                     By:      /s/ TERRY S. JACOBS
                                              ---------------------------------
                                              Terry S. Jacobs
                                              Chairman of the Board and Chief
                                              Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Principal Executive Officer:

/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS                          Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:


/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs


/s/ WILLIAM L. STAKELIN                              Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin




                                     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
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 March 18,
2002.

                                     REGENT LICENSEE OF CHICO, INC.


                                     By:      /s/ TERRY S. JACOBS
                                              --------------------------------
                                              Terry S. Jacobs
                                              Chairman of the Board and Chief
                                              Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Principal Executive Officer:

/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS                          Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:


/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs


/s/ WILLIAM L. STAKELIN                              Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin




                                     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
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 March 18,
2002.

                                     REGENT LICENSEE OF EL PASO, INC.


                                     By:      /s/ TERRY S. JACOBS
                                              ---------------------------------
                                              Terry S. Jacobs
                                              Chairman of the Board and Chief
                                              Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Principal Executive Officer:

/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS                          Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:


/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs


/s/ WILLIAM L. STAKELIN                              Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin




                                     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
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 March 18,
2002.

                                    REGENT LICENSEE OF ERIE, INC.


                                    By:      /s/ TERRY S. JACOBS
                                             ---------------------------------
                                             Terry S. Jacobs
                                             Chairman of the Board and Chief
                                             Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Principal Executive Officer:

/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS                          Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:


/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs


/s/ WILLIAM L. STAKELIN                              Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin




                                     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
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 March 18,
2002.

                                     REGENT LICENSEE OF FLAGSTAFF, INC.


                                     By:      /s/ TERRY S. JACOBS
                                              ---------------------------------
                                              Terry S. Jacobs
                                              Chairman of the Board and Chief
                                              Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Principal Executive Officer:

/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS                          Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:


/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs


/s/ WILLIAM L. STAKELIN                              Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin




                                     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
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 March 18,
2002.

                                      REGENT LICENSEE OF KINGMAN, INC.


                                      By:      /s/ TERRY S. JACOBS
                                              ---------------------------------
                                               Terry S. Jacobs
                                               Chairman of the Board and Chief
                                               Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Principal Executive Officer:

/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS                          Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:


/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs


/s/ WILLIAM L. STAKELIN                              Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin




                                     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
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 March 18,
2002.

                                     REGENT LICENSEE OF LAKE TAHOE, INC.


                                     By:      /s/ TERRY S. JACOBS
                                              ---------------------------------
                                              Terry S. Jacobs
                                              Chairman of the Board and Chief
                                              Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Principal Executive Officer:

/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS                          Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:


/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs


/s/ WILLIAM L. STAKELIN                              Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin




                                     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
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 March 18,
2002.

                                     REGENT LICENSEE OF LEXINGTON, INC.


                                     By:      /s/ TERRY S. JACOBS
                                              ---------------------------------
                                              Terry S. Jacobs
                                              Chairman of the Board and Chief
                                              Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Principal Executive Officer:

/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS                          Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:


/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs


/s/ WILLIAM L. STAKELIN                              Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin




                                     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
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 March 18,
2002.

                                      REGENT LICENSEE OF MANSFIELD, INC.


                                      By:      /s/ TERRY S. JACOBS
                                              ---------------------------------
                                               Terry S. Jacobs
                                               Chairman of the Board and Chief
                                               Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Principal Executive Officer:

/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS                          Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:


/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs


/s/ WILLIAM L. STAKELIN                              Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin




                                     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
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 March 18,
2002.

                                     REGENT LICENSEE OF PALMDALE, INC.


                                     By:      /s/ TERRY S. JACOBS
                                              ---------------------------------
                                              Terry S. Jacobs
                                              Chairman of the Board and Chief
                                              Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Principal Executive Officer:

/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS                          Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:


/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs


/s/ WILLIAM L. STAKELIN                              Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin




                                     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
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 March 18,
2002.

                                      REGENT LICENSEE OF REDDING, INC.


                                      By:      /s/ TERRY S. JACOBS
                                              ---------------------------------
                                               Terry S. Jacobs
                                               Chairman of the Board and Chief
                                               Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Principal Executive Officer:

/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS                          Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:


/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs


/s/ WILLIAM L. STAKELIN                              Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin



                                     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
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 March 18,
2002.

                                      REGENT LICENSEE OF SAN DIEGO, INC.


                                      By:      /s/ TERRY S. JACOBS
                                              ---------------------------------
                                               Terry S. Jacobs
                                               Chairman of the Board and Chief
                                               Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Principal Executive Officer:

/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS                          Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:


/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs


/s/ WILLIAM L. STAKELIN                              Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin




                                     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
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 March 18,
2002.

                                    REGENT LICENSEE OF SOUTH CAROLINA, INC.


                                    By:      /s/ TERRY S. JACOBS
                                              ---------------------------------
                                             Terry S. Jacobs
                                             Chairman of the Board and Chief
                                             Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Principal Executive Officer:

/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS                          Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:


/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs


/s/ WILLIAM L. STAKELIN                              Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin




                                     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
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 March 18,
2002.

                                    REGENT LICENSEE OF ST. CLOUD, INC.


                                    By:      /s/ TERRY S. JACOBS
                                              ---------------------------------
                                             Terry S. Jacobs
                                             Chairman of the Board and Chief
                                             Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Principal Executive Officer:

/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS                          Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:


/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs


/s/ WILLIAM L. STAKELIN                              Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin




                                     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
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 March 18,
2002.

                                     REGENT LICENSEE OF UTICA/ROME, INC.


                                     By:      /s/ TERRY S. JACOBS
                                              ---------------------------------
                                              Terry S. Jacobs
                                              Chairman of the Board and Chief
                                              Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Principal Executive Officer:

/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS                          Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:


/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs


/s/ WILLIAM L. STAKELIN                              Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin




                                     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
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 March 18,
2002.

                                     REGENT LICENSEE OF WATERTOWN, INC.


                                     By:      /s/ TERRY S. JACOBS
                                              ---------------------------------
                                              Terry S. Jacobs
                                              Chairman of the Board and Chief
                                              Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Principal Executive Officer:

/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS                          Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:


/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs


/s/ WILLIAM L. STAKELIN                              Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin




                                     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
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 March 18,
2002.

                                     REPCOM, INC.


                                     By:      /s/ TERRY S. JACOBS
                                              ---------------------------------
                                              Terry S. Jacobs
                                              Chairman of the Board and Chief
                                              Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Principal Executive Officer:

/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS                          Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:


/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs


/s/ WILLIAM L. STAKELIN                              Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin




                                     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
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 March 18,
2002.

                                      SARTELL FM, INC.


                                      By:      /s/ TERRY S. JACOBS
                                              ---------------------------------
                                               Terry S. Jacobs
                                               Chairman of the Board and Chief
                                               Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints TERRY S. JACOBS, WILLIAM L. STAKELIN and
ANTHONY A. VASCONCELLOS, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign and execute on
behalf of the undersigned any and all amendments to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection with any such amendments, as fully to all intents and purposes as
he might or could do in person, and does hereby ratify and confirm all that said
attorneys-in-fact and agents, and each 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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Principal Executive Officer:

/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs
Chairman of the Board, Chief Executive
Officer and Secretary

Principal Financial Officer and Principal
Accounting Officer:

/s/ ANTHONY A. VASCONCELLOS                          Date: March 18, 2002
- ----------------------------------------------
Anthony A. Vasconcellos
Senior Vice President and Chief Financial Officer

Directors of the Company:


/s/ TERRY S. JACOBS                                  Date: March 18, 2002
- ----------------------------------------------
Terry S. Jacobs


/s/ WILLIAM L. STAKELIN                              Date: March 18, 2002
- ----------------------------------------------
William L. Stakelin




                                     II-56

EX-4.35

EXHIBIT 4.35









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


                           REGENT COMMUNICATIONS, INC.

                                       AND

                                ----------------,


                                     TRUSTEE




                          FORM OF SENIOR DEBT INDENTURE


                    GUARANTEED TO THE EXTENT SET FORTH HEREIN
                         BY THE GUARANTORS NAMED HEREIN


                         DATED AS OF ____________, 200_








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







                           REGENT COMMUNICATIONS, INC.

           Reconciliation and tie between Trust Indenture Act of 1939
                 and Indenture, dated as of ______________, 200_


           TRUST INDENTURE ACT SECTION        INDENTURE SECTION
                     310(a)(1)                      6.09
                        (a)(2)                      6.09
                        (a)(3)                      Not Applicable
                        (a)(4)                      Not Applicable
                        (b)                         6.08, 6.10
                     311(a)                         6.13
                        (b)                         6.13
                        (b)(2)                      7.03(a), 7.03(b)
                     312(a)                         7.01, 7.02(a)
                        (b)                         7.02(b)
                        (c)                         7.02(c)
                     313(a)                         7.03(a)
                        (b)                         7.03(a)
                        (c)                         7.03(a), 7.03(b)
                        (d)                         7.03(b)
                     314(a)                         7.04
                        (b)                         Not Applicable
                        (c)(1)                      1.02
                        (c)(2)                      1.02
                        (c)(3)                      Not Applicable
                        (d)                         Not Applicable
                        (e)                         1.02
                     315(a)                         6.01(a)
                        (b)                         6.02, 7.03(a)
                        (c)                         6.01(b)
                        (d)                         6.01(c)
                        (d)(1)                      6.01(a), 6.01(c)
                        (d)(2)                      6.01(c)
                        (d)(3)                      6.01(c)
                        (e)                         5.14
                     316(a)(1)(A)                   5.12
                        (a)(1)(B)                   5.02, 5.13
                        (a)(2)                      Not Applicable
                        (b)                         5.08
                        (c)                         1.04(e)
                     317(a)(1)                      5.03
                        (a)(2)                      5.04
                        (b)                         10.05
                     318(a)                         1.07








                                TABLE OF CONTENTS


                                                                                                                PAGE
                                                                                                                ----
                                                                                                            
ARTICLE 1      DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION............................................1

   Section 1.01     Definitions...................................................................................1
   Section 1.02     Compliance Certificates and Opinions..........................................................8
   Section 1.03     Form of Documents Delivered to Trustee........................................................8
   Section 1.04     Acts of Holders...............................................................................9
   Section 1.05     Notices, Etc., to Trustee and Company........................................................11
   Section 1.06     Notice to Holders; Waiver....................................................................11
   Section 1.07     Conflict with Trust Indenture Act............................................................11
   Section 1.08     Effect of Headings and Table of Contents.....................................................12
   Section 1.09     Successors and Assigns.......................................................................12
   Section 1.10     Separability Clause..........................................................................12
   Section 1.11     Benefits of Indenture........................................................................12
   Section 1.12     Governing Law................................................................................12
   Section 1.13     Legal Holidays...............................................................................12
   Section 1.14     No Recourse Against Others...................................................................12
   Section 1.15     Judgment Currency............................................................................13
   Section 1.16     Counterparts.................................................................................13

ARTICLE 2      SECURITY FORMS....................................................................................13

   Section 2.01     Forms Generally..............................................................................13
   Section 2.02     Form of Face of Security.....................................................................14
   Section 2.03     Form of Reverse of Security..................................................................16
   Section 2.04     Form of Trustee's Certificate of Authentication..............................................20
   Section 2.05     Securities in Global Form....................................................................21
   Section 2.06     Form of Legend for the Securities in Global Form.............................................21

ARTICLE 3      THE SECURITIES....................................................................................22

   Section 3.01     Amount Unlimited; Issuable in Series.........................................................22
   Section 3.02     Denominations................................................................................25
   Section 3.03     Execution, Authentication, Delivery and Dating...............................................25
   Section 3.04     Temporary Securities.........................................................................27
   Section 3.05     Registration, Registration of Transfer and Exchange..........................................27
   Section 3.06     Mutilated, Destroyed, Lost and Stolen Securities.............................................30
   Section 3.07     Payment of Interest; Interest Rights Preserved...............................................30
   Section 3.08     Persons Deemed Owners........................................................................31
   Section 3.09     Cancellation.................................................................................32
   Section 3.10     Computation of Interest......................................................................32
   Section 3.11     CUSIP Number.................................................................................32
   Section 3.12     Wire Transfers...............................................................................32




                                       ii




                                                                                                             

ARTICLE 4      SATISFACTION AND DISCHARGE........................................................................33

   Section 4.01     Satisfaction and Discharge of Indenture......................................................33
   Section 4.02     Application of Trust Money...................................................................33
   Section 4.03     Application to a Specific Series of Securities...............................................34

ARTICLE 5      REMEDIES..........................................................................................34

   Section 5.01     Events of Default............................................................................34
   Section 5.02     Acceleration of Maturity; Rescission and Annulment...........................................36
   Section 5.03     Collection of Indebtedness and Suits for Enforcement by......................................36
   Section 5.04     Trustee May File Proofs of Claim.............................................................37
   Section 5.05     Trustee May Enforce Claims Without Possession of Securities..................................38
   Section 5.06     Application of Money Collected...............................................................38
   Section 5.07     Limitation on Suits..........................................................................39
   Section 5.08     Unconditional Right of Holders to Receive Principal, Premium and Interest....................39
   Section 5.09     Restoration of Rights and Remedies...........................................................39
   Section 5.10     Rights and Remedies Cumulative...............................................................40
   Section 5.11     Delay or Omission Not Waiver.................................................................40
   Section 5.12     Control by Holders...........................................................................40
   Section 5.13     Waiver of Past Defaults......................................................................40
   Section 5.14     Undertaking for Costs........................................................................41

ARTICLE 6      THE TRUSTEE.......................................................................................41

   Section 6.01     Certain Duties and Responsibilities of the Trustee...........................................41
   Section 6.02     Notice of Defaults...........................................................................41
   Section 6.03     Certain Rights of Trustee....................................................................42
   Section 6.04     Not Responsible for Recitals or Issuance of Securities.......................................43
   Section 6.05     May Hold Securities..........................................................................43
   Section 6.06     Money Held in Trust..........................................................................43
   Section 6.07     Compensation and Reimbursement...............................................................43
   Section 6.08     Disqualification; Conflicting Interests......................................................44
   Section 6.09     Corporate Trustee Required; Eligibility......................................................44
   Section 6.10     Resignation and Removal; Appointment of Successor............................................44
   Section 6.11     Acceptance of Appointment by Successor.......................................................46
   Section 6.12     Merger, Conversion, Consolidation or Succession to Business..................................47
   Section 6.13     Preferential Collection of Claims Against Company............................................47
   Section 6.14     Appointment of Authenticating Agent..........................................................47
   Section 6.15     Compliance with Tax Laws.....................................................................49

ARTICLE 7      HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY.................................................49

   Section 7.01     Company to Furnish Trustee Names and Addresses of Holders....................................49
   Section 7.02     Preservation of Information; Communications to Holders.......................................49
   Section 7.03     Reports by Trustee...........................................................................50
   Section 7.04     Reports by Company...........................................................................51




                                      iii






                                                                                                             

ARTICLE 8      CONSOLIDATION, MERGER, LEASE, SALE OR TRANSFER....................................................52

   Section 8.01     When Company May Merge, Etc..................................................................52
   Section 8.02     Opinion of Counsel...........................................................................52
   Section 8.03     Successor Corporation Substituted............................................................52

ARTICLE 9      SUPPLEMENTAL INDENTURES...........................................................................53

   Section 9.01     Supplemental Indentures Without Consent of Holders...........................................53
   Section 9.02     Supplemental Indentures with Consent of Holders..............................................54
   Section 9.03     Execution of Supplemental Indentures.........................................................55
   Section 9.04     Effect of Supplemental Indentures............................................................55
   Section 9.05     Conformity with Trust Indenture Act..........................................................55
   Section 9.06     Reference in Securities to Supplemental Indentures...........................................55

ARTICLE 10        COVENANTS......................................................................................56

   Section 10.01    Payments of Securities.......................................................................56
   Section 10.02    Maintenance of Office or Agency..............................................................56
   Section 10.03    Compliance Certificates......................................................................56
   Section 10.04    Waiver of Stay, Extension or Usury Laws......................................................57
   Section 10.05    Money for Securities Payments to Be Held in Trust............................................57
   Section 10.06    Waiver of Certain Covenants..................................................................58

ARTICLE 11        REDEMPTION OF SECURITIES.......................................................................58

   Section 11.01    Applicability of Article.....................................................................58
   Section 11.02    Election to Redeem; Notice to Trustee........................................................59
   Section 11.03    Selection by Trustee of Securities to Be Redeemed............................................59
   Section 11.04    Notice of Redemption.........................................................................59
   Section 11.05    Deposit of Redemption Price..................................................................60
   Section 11.06    Securities Payable on Redemption Date........................................................60
   Section 11.07    Securities Redeemed in Part..................................................................61

ARTICLE 12        SINKING FUNDS..................................................................................61

   Section 12.01    Applicability of Article.....................................................................61
   Section 12.02    Satisfaction of Sinking Fund Payments with Securities........................................61
   Section 12.03    Redemption of Securities for Sinking Fund....................................................61

ARTICLE 13        DEFEASANCE AND COVENANT DEFEASANCE.............................................................62

   Section 13.01    Applicability of Article; Company's Option to Effect Defeasance or Covenant Defeasance.......62
   Section 13.02    Defeasance and Discharge.....................................................................62
   Section 13.03    Covenant Defeasance..........................................................................63
   Section 13.04    Conditions to Defeasance or Covenant Defeasance..............................................63
   Section 13.05    Deposited Money and Government Obligations To Be Held in Trust...............................64




                                       iv





                                                                                                             

   Section 13.06    Reinstatement................................................................................65

ARTICLE 14        GUARANTEES.....................................................................................65

   Section 14.01    Guarantee....................................................................................65




                                       v



         INDENTURE, dated as of ________________, 200_, between REGENT
COMMUNICATIONS, INC., a Delaware corporation (herein called the "COMPANY"), the
GUARANTORS listed on Schedule 1 hereto (herein called the "GUARANTORS") and
________________, a ______________ trust company, as Trustee (herein called the
"TRUSTEE").

                             RECITALS OF THE COMPANY

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its senior unsecured
debentures, notes or other evidences of indebtedness (herein called the
"SECURITIES"), to be issued in one or more series as in this Indenture provided.

         All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and ratable benefit of the Holders of the Securities, as follows:

                                    ARTICLE 1

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         Section 1.01 DEFINITIONS. For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:

                  (1) the terms defined in this Article have the meanings
assigned to them in this Article and include the plural as well as the singular;

                  (2) all other terms used herein which are defined in the
Trust Indenture Act, either directly or by reference therein, or defined by
Commission rule and not otherwise defined herein, have the meanings assigned to
them therein;

                  (3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with GAAP;

                  (4) the word "INCLUDING" (and with correlative meaning
"INCLUDE") means including, without limiting the generality of, any description
preceding such term; and

                  (5) the words "HEREIN," "HEREOF" and "HEREUNDER" and other
words of similar import refer to this Indenture as a whole and not to any
particular Article, Section or other subdivision.





         "ACT" when used with respect to any Holder, has the meaning specified
in Section 1.04.

         "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 purposes of this definition, "CONTROL"
(including, with correlative meanings, the terms "CONTROLLING," "CONTROLLED BY"
and "UNDER COMMON CONTROL WITH"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" shall have correlative meanings.

         "AUTHENTICATING AGENT" means any Person authorized by the Trustee to
act on behalf of the Trustee to authenticate Securities.

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

         "BOARD OF DIRECTORS" means the board of directors of the Company;
provided, however, that when the context refers to actions or resolutions of the
Board of Directors, then the term "BOARD OF DIRECTORS" shall also mean any duly
authorized committee of the Board of Directors of the Company authorized to act
with respect to any particular matter to exercise the power of the Board of
Directors of the Company.

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

         "BUSINESS DAY" when used with respect to any Place of Payment or any
other particular location referred to in this Indenture or in the Securities of
any series, means each Monday, Tuesday, Wednesday, Thursday and Friday which is
not a day on which banking institutions in that Place of Payment are authorized
or obligated by law or regulation to close.

         "CAPITAL STOCK" means, with respect to any Person, any and all shares,
interests, participations, warrants, rights, options or other equivalents
(however designated) of capital stock or any other equity interest of such
Person, including each class of common stock and preferred stock.

         "COMMISSION" means the Securities and Exchange Commission, as from time
to time constituted, created under the Exchange Act, or, if at any time after
the execution of this instrument such Commission is not existing and performing
the duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

         "COMPANY" means the Person named as the "Company" in the first
paragraph of this Indenture until a successor corporation or other entity shall
have become such pursuant to the



                                       2


applicable provisions of this Indenture, and thereafter "Company" shall mean
such successor corporation.

         "COMPANY REQUEST" or "COMPANY ORDER" means a written request or order
signed in the name of the Company by any two Officers, at least one of whom must
be its Chairman of the Board, its Chief Executive Officer, its President, its
Chief Financial Officer, its Chief Accounting Officer, its Treasurer, an
Assistant Treasurer or its Controller, and delivered to the Trustee.

         "CORPORATE TRUST OFFICE" means the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered, which office at the date hereof is located at
_____________________________________________.

         "COVENANT DEFEASANCE" has the meaning specified in Section 13.03.

         "CURRENCY UNIT" or "CURRENCY UNITS" shall mean any composite currency.

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

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

         "DEFAULTED INTEREST" has the meaning specified in Section 3.07.

         "DEFEASANCE" has the meaning specified in Section 13.02.

         "DEPOSITARY" means, with respect to the Securities of any series
issuable or issued in whole or in part in the form of one or more global
Securities, the Person designated as Depositary by the Company pursuant to
Section 3.01 until a successor Depositary shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Depositary" shall mean
or include each Person who is then a Depositary hereunder, and if at any time
there is more than one such Person, "Depositary" shall mean the Depositary with
respect to the Securities of that series.

         "DOLLARS" and "$" means lawful money of the United States of America.

         "EVENT OF DEFAULT" has the meaning specified in Section 5.01.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
from time to time, and the rules and regulations promulgated thereunder.

         "GAAP" means such accounting principles as are generally accepted in
the United States of America which are in effect on the date hereof.




                                       3


         "GUARANTEE" means the guarantee by any Guarantor of the obligations
under this Indenture.

         "HOLDER" or "SECURITYHOLDER" means a Person in whose name a Security is
registered in the Security Register.

         "INDEBTEDNESS" means, with respect to any Person (without duplication
for indebtedness or other obligations of such Person), any indebtedness of such
Person for money borrowed, whether incurred, assumed or guaranteed, and
including obligations under capitalized leases.

         "INDENTURE" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of particular series of Securities established as
contemplated hereunder.

         "INTEREST" when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity.

         "INTEREST PAYMENT DATE" when used with respect to any Security, means
the Stated Maturity of an installment of interest on such Security.

         "JUDGMENT CURRENCY" has the meaning specified in Section 1.15.

         "MATURITY" when used with respect to any Security, means the date on
which the principal of such Security or an installment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

         "__________ BANKING DAY" has the meaning specified in Section 1.15.

         "OFFICER" means, with respect to any Person, the Chairman of the Board,
the Chief Executive Officer, the President, the Chief Operating Officer, any
Vice President, the Chief Financial Officer, the Chief Accounting Officer, the
Treasurer, any Assistant Treasurer, the Controller, any Assistant Controller,
the Secretary or any Assistant Secretary of such Person.

         "OFFICERS' CERTIFICATE" means a certificate signed by any two Officers
of the Company, at least one of whom must be its Chief Executive Officer, its
President, its Chief Financial Officer, its Chief Accounting Officer, its
Treasurer or its Controller, and delivered to the Trustee.

         "OPINION OF COUNSEL" means a written opinion of counsel, who may be an
employee of or counsel for the Company, and who shall be reasonably acceptable
to the Trustee.

         "ORIGINAL ISSUE DISCOUNT SECURITY" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 5.02.




                                       4


         "OUTSTANDING" when used with respect to Securities or Securities of any
series, means, as of the date of determination, all such Securities theretofore
authenticated and delivered under this Indenture, except:

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

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

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

                  (iv) Securities which have been defeased pursuant to Section
13.02;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, or whether
sufficient funds are available for redemption or for any other purpose and for
the purpose of making the calculations required by Section 313 of the Trust
Indenture Act, (a) the principal amount of any Original Issue Discount Security
that shall be deemed to be Outstanding for such purposes shall be that portion
of the principal amount thereof that could be declared to be due and payable
upon the occurrence of an Event of Default and the continuation thereof pursuant
to the terms of such Original Issue Discount Security as of the date of such
determination, (b) the principal amount of a Security denominated in one or more
foreign currencies or currency units shall be the dollar equivalent, determined
in the manner provided as contemplated by Section 3.01 on the date of original
issuance of such Security, of the principal amount (or, in the case of an
Original Issue Discount Security, the dollar equivalent on the date of original
issuance of such Security of the amount determined as provided in (a) above) of
such Security, and (c) Securities owned by the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which the
Trustee knows to be so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.




                                       5


         "PAYING AGENT" means any Person authorized by the Company to pay the
principal of, premium, if any, or interest on any Securities on behalf of the
Company. The Company may act as Paying Agent with respect to any Securities
issued hereunder.

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

         "PLACE OF PAYMENT" when used with respect to the Securities of any
series, means the place or places where the principal of (and premium, if any)
and interest on the Securities of that series are payable as specified as
contemplated by Section 3.01.

         "PREDECESSOR SECURITY" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.06 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

         "REDEMPTION DATE" when used with respect to any Security of any series
to be redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

         "REDEMPTION PRICE" when used with respect to any Security of any series
to be redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

         "REGISTERED SECURITY" means any Security issued hereunder and
registered in the Security Register.

         "REGULAR RECORD DATE" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 3.01.

         "REQUIRED CURRENCY" has the meaning specified in Section 1.15.

         "RESPONSIBLE OFFICER" when used with respect to the Trustee, means any
officer of the Trustee assigned to administer corporate trust matters and also
means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of his or her knowledge of and familiarity
with the particular subject.

         "SECURITIES" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.

         "SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective
meanings specified in Section 3.05.

         "SIGNIFICANT SUBSIDIARY" of a Person has the meaning ascribed to such
term in Rule 1.02(w) of Regulation S-X under the Securities Act of 1933, as
amended.




                                       6


         "SPECIAL RECORD DATE" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.07.

         "STATED MATURITY" when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal of such Security or
such installment of principal or interest is due and payable.

         "SUBSIDIARY" means, with respect to any Person:

                  (1) any corporation, association or other business entity of
which more than 50% of the total voting power of shares of Capital Stock
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by such Person or one or more of the other
Subsidiaries of that Person (or a combination thereof); and

                  (2) any partnership (a) the sole general partner or the
managing general partner of which is such Person or a Subsidiary of such Person
or (b) the only general partners of which are such Person or one or more
Subsidiaries of such Person (or any combination thereof).

         "TRUSTEE" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder, and
if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee with respect to
Securities of that series.

         "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, as
amended, as in force at the date as of which this Indenture was executed;
provided, however, that in the event that such Act is amended after such date,
"Trust Indenture Act" means, to the extent required by any such amendment, the
Trust Indenture Act of 1939 as so amended.

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




                                       7


the specific payment of interest on or principal of the U.S. Government
Obligation evidenced by such depository receipt.

         "VICE PRESIDENT" when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "VICE PRESIDENT."

         "VOTING STOCK" of any Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

         Section 1.02 COMPLIANCE CERTIFICATES AND OPINIONS. Upon any application
or request by the Company to the Trustee to take any action under any provision
of this Indenture, the Company shall furnish to the Trustee an Officers'
Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

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

                  (a) a statement that each individual signing such certificate
or opinion has read such covenant or condition and the definitions herein
relating thereto;

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

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

                  (d) a statement as to whether, in the opinion of each such
individual, such condition or covenant has been complied with.

         Section 1.03 FORM OF DOCUMENTS DELIVERED TO TRUSTEE. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.




                                       8


Any certificate or opinion of an Officer may be based, insofar as it relates to
legal matters, upon a certificate or opinion of, or representations by, counsel,
unless such Officer actually knows that the certificate or opinion or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate or Opinion of Counsel may
be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an Officer or Officers of the Company stating
that the information with respect to such factual matters is in the possession
of the Company, unless such counsel actually knows that the certificate or
opinion or representations with respect to such matters are erroneous.

Any certificate, statement or opinion of an Officer of the Company or of counsel
may be based, insofar as it relates to accounting matters, upon a certificate or
opinion of or representations by an accountant or firm of accountants in the
employ of the Company, unless such Officer or counsel, as the case may be,
actually knows that the certificate or opinion or representations with respect
to the accounting matters upon which his or her certificate, statement or
opinion is based are erroneous.

Where any Person is required to make, give or execute two or more applications,
requests, consents, certificates, statements, opinions or other instruments
under this Indenture, they may, but need not, be consolidated and form one
instrument.

         Section 1.04 ACTS OF HOLDERS.

                  (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agents duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "ACT" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

                  (b) The fact and date of the execution by any Person of
any such instrument or writing may be proved by the affidavit of a witness of
such execution or by a certificate of a notary public or other officer
authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to him the execution
thereof. Where such execution is by a signer acting in a capacity other than his
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority. The fact and date of the execution of any
such instrument or writing, or the authority of the Person executing the same,
may also be proved in any other manner which the Trustee deems sufficient.

                  (c) The ownership of Registered Securities shall be proved by
the Security Register.




                                       9


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

                  (e) If the Company shall solicit from the Holders any request,
demand, authorization, direction, notice, consent, waiver or other Act, the
Company may, at its option, by or pursuant to a Board Resolution, fix in advance
a record date for the determination of Holders entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other Act, but the
Company shall have no obligation to do so, provided that the Company may not set
a record date for, and the provisions of this paragraph shall not apply with
respect to, the giving or making of any notice, declaration, request or
direction referred to in the immediately following paragraph. If such a record
date is fixed, such request, demand, authorization, direction, notice, consent,
waiver or other Act may be given before or after such record date, but only the
Holders of record at the close of business on such record date shall be deemed
to be Holders for the purposes of determining whether Holders of the requisite
proportion of Outstanding Securities have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or other
Act, and for that purpose the Outstanding Securities shall be computed as of
such record date; provided that no such authorization, agreement or consent by
the Holders on such record date shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than six months
after the record date.

                  (f) The Trustee shall set a record date, which shall not be
more than 15 days prior to the date of commencement of solicitation of such
action contemplated by this section 1.04(f), for the purpose of determining the
Holders of Securities of any series entitled to join in the giving or making of
(i) any Notice of Default, (ii) any declaration of acceleration referred to in
Section 5.02, (iii) any direction referred to in Section 5.12, (iv) any request
to institute proceedings referred to in Section 5.07(2) or (v) any waiver of
past defaults pursuant to Section 5.13, in each case with respect to Securities
of such series. If such a record date is fixed pursuant to this paragraph, the
relevant action may be taken or given before or after such record date, but only
the Holders of record at the close of business on such record date shall be
deemed to be holders of Securities of a series for the purpose of determining
whether Holders of the requisite proportion of Outstanding Securities of such
series have authorized or agreed or consented to such action, and for that
purpose the Outstanding Securities of such series shall be computed as of such
record date; provided that no such action by Holders on such record date shall
be deemed effective unless it shall become effective pursuant to the provisions
of this Indenture not later than six months after the record date. Nothing in
this paragraph shall be construed to prevent the Trustee from setting a new
record date for any action for which a record date has been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be canceled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Company's reasonable



                                       10


expense, shall cause notice of such record date and the proposed action by
Holders to be given to the Company in writing and to each Holder of Securities
of the relevant series in the manner set forth in Section 1.06.

         Section 1.05 NOTICES, ETC., TO TRUSTEE AND COMPANY. Any request,
demand, authorization, direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,

                  (a) the Trustee by any Holder or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or filed in
writing and mailed first-class postage prepaid, to or with the Trustee at
______________________________________________; or

                  (b) the Company by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to the Company
addressed to it at Regent Communications, Inc., Attention: Chief Financial
Officer, or at any other address previously furnished in writing to the Trustee
by the Company.

         Section 1.06 NOTICE TO HOLDERS; WAIVER. Where this Indenture or any
Security provides for notice to Holders of any event, such notice shall be
deemed sufficiently given (unless otherwise herein or in such Security expressly
provided) if in writing and mailed, first- class postage prepaid, to each Holder
affected by such event, at his address as it appears in the Security Register,
not later than the latest date, and not earlier than the earliest date,
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders or the validity of the proceedings to which
such notice relates.

In case by reason of the suspension of regular mail service or by reason of any
other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.

Any request, demand, authorization, direction, notice, consent or waiver
required or permitted under this Indenture shall be in the English language,
except that any published notice may be in an official language of the country
of publication.

Where this Indenture or any Security provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

         Section 1.07 CONFLICT WITH TRUST INDENTURE ACT. If any provision hereof
limits, qualifies or conflicts with another provision hereof which is required
to be included or deemed included in this Indenture by any of the provisions of
the Trust Indenture Act, such required provision shall control. If any provision
of this Indenture modifies or excludes any provision of the Trust




                                       11


Indenture Act that may be so modified or excluded, such provision of the Trust
Indenture Act shall be deemed to apply to this Indenture as so modified or shall
be excluded, as the case may be.

         Section 1.08 EFFECT OF HEADINGS AND TABLE OF CONTENTS. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

         Section 1.09 SUCCESSORS AND ASSIGNS. All covenants and agreements in
this Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.

         Section 1.10 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 1.11 BENEFITS OF INDENTURE. Nothing in this Indenture or in the
Securities, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder and the Holders, any benefit or any legal
or equitable right, remedy or claim under this Indenture.

         Section 1.12 GOVERNING LAW. This Indenture and the Securities shall be
governed by and construed in accordance with the laws (other than the choice of
law provisions) of the State of _________________.

         Section 1.13 LEGAL HOLIDAYS. In any case where any Interest Payment
Date, Redemption Date, sinking fund payment date, Stated Maturity or Maturity of
any Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Securities
other than a provision in the Securities of any series which specifically states
that such provision shall apply in lieu of this Section) payment of interest or
principal (and premium, if any) need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day or on such other
day as may be set out in the Officers' Certificate pursuant to Section 3.01 at
such Place of Payment with the same force and effect as if made on the Interest
Payment Date, Redemption Date, sinking fund payment date, Stated Maturity or
Maturity, as the case may be, provided that no interest shall accrue on the
amount so payable for the period from and after such Interest Payment Date,
Redemption Date, sinking fund payment date, Stated Maturity or Maturity, as the
case may be, if payment is made on such next succeeding Business Day or other
day set out in such Officers' Certificate.

         Section 1.14 NO RECOURSE AGAINST OTHERS. A director, officer, employee
or stockholder, as such, of the Company or any Guarantor (other than a
stockholder which itself is the Company or a Guarantor of the Securities) shall
not have any liability for any obligations of the Company or any Guarantor under
the Securities or this Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. Each Securityholder, by accepting
a Security, waives and releases all such liability. Such waivers and releases
are part of the consideration for the issuance of the Securities.




                                       12


         Section 1.15 JUDGMENT CURRENCY. The Company agrees, to the fullest
extent that it may effectively do so under applicable law, that (a) if for the
purpose of obtaining judgment in any court it is necessary to convert the sum
due in respect of the principal of, or premium or interest, if any, on the
Securities of any series (the "REQUIRED CURRENCY") into a currency in which a
judgment will be rendered (the "JUDGMENT CURRENCY"), the rate of exchange used
shall be the rate at which in accordance with normal banking procedures the
Trustee could purchase in __________________ the Required Currency with the
Judgment Currency on the ___________ Banking Day preceding that on which a final
unappealable judgment is given and (b) its obligations under this Indenture to
make payments in the Required Currency (i) shall not be discharged or satisfied
by any tender, or any recovery pursuant to any judgment (whether or not entered
in accordance with subsection (a)), in any currency other than the Required
Currency, except to the extent that such tender or recovery shall result in the
actual receipt, by the payee, of the full amount of the Required Currency
expressed to be payable in respect of such payments, (ii) shall be enforceable
as an alternative or additional cause of action for the purpose of recovering in
the Required Currency the amount, if any, by which such actual receipt shall
fall short of the full amount of the Required Currency so expressed to be
payable and (iii) shall not be affected by judgment being obtained for any other
sum due under this Indenture. For purposes of the foregoing, " _______ BANKING
DAY" means any day except a Saturday, Sunday or a legal holiday in __________or
a day on which banking institutions in _____________ are authorized or required
by law or executive order to close.

         Section 1.16 COUNTERPARTS. This instrument may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.

                                    ARTICLE 2

                                 SECURITY FORMS

         Section 2.01 FORMS GENERALLY. The Securities of each series shall
be in substantially the form set forth in this Article, or in such other form as
shall be established by or pursuant to a Board Resolution or in one or more
indentures supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the Officers executing such Securities,
as evidenced by their execution of the Securities. If the form of Securities of
any series is established by action taken pursuant to a Board Resolution, a copy
of an appropriate record of such action shall be certified by the Secretary or
an Assistant Secretary of the Company and delivered to the Trustee at or prior
to the delivery of the Company Order contemplated by Section 3.03 for the
authentication and delivery of such Securities.

         The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of
such Securities.




                                       13


         Section 2.02 FORM OF FACE OF SECURITY.

                          REGENT COMMUNICATIONS , INC.

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

No. _______                                                         [$]________

Regent Communications, Inc., a corporation duly organized and existing under the
laws of Delaware (herein called the "COMPANY," which term includes any successor
corporation under the Indenture hereinafter referred to), for value received,
hereby promises to pay to _______________, or registered assigns, the principal
sum of _______________ [Dollars] on _______________ [if the Security is to bear
interest prior to Maturity, insert-- and to pay interest thereon from
_______________ or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually on _______________ and
_______________ in each year [if other than semi-annual payments, insert
frequency of payments and payment dates], commencing _____________________, at
[if the Security is to bear interest at a fixed rate, insert -- the rate of
_____% per annum], [if the Security is to bear interest at a variable or
floating rate and if determined with reference to an index, refer to description
of index below] until the principal hereof is paid or made available for payment
[if applicable insert--, and (to the extent that the payment of such interest
shall be legally enforceable) at the rate of _____% per annum on any overdue
principal and premium and on any overdue installment of interest]. The interest
so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in such Indenture, be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest, which shall be the
__________ or __________ (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture].

[If the Securities are floating or adjustable rate securities with respect to
which the principal of or any premium or interest may be determined with
reference to an index, insert the text of the floating or adjustable rate
provision.]

[If the Security is not to bear interest prior to Maturity, insert-- The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal of this Security shall bear
interest at the rate of _____% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
default in payment to the date payment of such principal has been made or duly
provided for. Interest on any



                                       14


overdue principal shall be payable on demand. Any such interest on any overdue
principal that is not so paid on demand shall bear interest at the rate of
_____% per annum (to the extent that the payment of such interest shall be
legally enforceable), which shall accrue from the date of such demand for
payment to the date payment of such interest has been made or duly provided for,
and such interest shall also be payable on demand.]

Payment of the principal of (and premium, if any) and [if applicable,
insert--any such] interest on this Security will be made at the office or agency
of the Company maintained for that purpose in _______________, in dollars [if
applicable, insert--; provided, however, that at the option of the Company,
payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register].

[If applicable, insert-- So long as all of the Securities of this series are
represented by Securities in global form, the principal of, premium, if any, and
interest, if any, on this global Security shall be paid in same day funds to the
Depositary, or to such name or entity as is requested by an authorized
representative of the Depositary. If at any time the Securities of this series
are no longer represented by global Securities and are issued in definitive
certificated form, then the principal of, premium, if any, and interest, if any,
on each certificated Security at Maturity shall be paid in same day funds to the
Holder upon surrender of such certificated Security at the Corporate Trust
Office of the Trustee, or at such other place or places as may be designated in
or pursuant to the Indenture, provided that such certificated Security is
surrendered to the Trustee, or at such other place or places as may be
designated in or pursuant to the Indenture, provided that such certificated
Security is surrendered to the Trustee, acting as Paying Agent, in time for the
Paying Agent to make such payments in such funds in accordance with its normal
procedures. Payments of interest with respect to such certificated Securities
other than at Maturity may, at the option of the Company, be made by check
mailed to the address of the Person entitled thereto as it appears on the
Security Register on the relevant Regular or Special Record Date or by wire
transfer in same day funds to such account as may have been appropriately
designated to the Paying Agent by such Person in writing not later than such
relevant Regular or Special Record Date.]

Reference is hereby made to the further provisions of this Security set forth on
the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof by manual signature, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

                                  REGENT COMMUNICATIONS, INC.


                                  By: _________________________________________




                                       15


Attest:


__________________   [SEAL]
                          200_

         Section 2.03 FORM OF REVERSE OF SECURITY.

This Security is one of a duly authorized issue of securities of the Company
(herein called the "SECURITIES"), issued and to be issued in one or more series
under an Indenture, dated as of _______________, 200_ (herein called the
"INDENTURE"), between the Company and ____________________, as Trustee (herein
called the "TRUSTEE," which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof [, limited in aggregate principal amount to $_________].

[If applicable, insert-- The Securities of this series are subject to redemption
upon not less than 30 nor more than 60 days' notice by first class mail, [if
applicable, insert-- (1) on __________ in any year commencing with the year
__________ and ending with the year __________ through operation of the sinking
fund for this series at a Redemption Price equal to 100% of the principal
amount, and (2)] at any time [on or after __________, _____], as a whole or in
part, at the election of the Company, at the following Redemption Prices
(expressed as percentages of the principal amount):

         If redeemed [on or before _______________, _____%, and if redeemed]
during the 12-month period beginning _______________ of the years indicated,

                           REDEMPTION
                  YEAR        PRICE
                  ----     ----------

and thereafter at a Redemption Price equal to _____% of the principal amount,
together in the case of any such redemption [if applicable, insert-- (whether
through operation of the sinking fund or otherwise)] with accrued and unpaid
interest to the Redemption Date, but interest installments whose Stated Maturity
is on or prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.]

[If applicable, insert-- The Securities of this series are subject to redemption
upon not less than 30 nor more than 60 days' notice by first class mail, (1) on
_______________ in any year commencing with the year __________ and ending with
the year __________ through operation of the sinking fund for this series at the
Redemption Prices for redemption through operation of




                                       16


the sinking fund (expressed as percentages of the principal amount) set forth in
the table below, and (2) at any time [on or after __________], as a whole or in
part, at the election of the Company, at the Redemption Prices for redemption
otherwise than through operation of the sinking fund (expressed as percentages
of the principal amount) set forth in the table below:

         If redeemed during a 12-month period beginning _________________ of the
years indicated,

REDEMPTION PRICE                    REDEMPTION PRICE FOR
FOR REDEMPTION                      REDEMPTION OTHERWISE
THROUGH OPERATION OF                THAN THROUGH OPERATION
THE SINKING FUND                    OF THE SINKING FUND                YEAR
- ---------------------------         ----------------------             ----


and thereafter at a Redemption Price equal to _____% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued and unpaid interest to the Redemption
Date, but interest installments whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holders of such Securities, or one or
more Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

[Notwithstanding the foregoing, the Company may not, prior to __________, redeem
any Securities of this series as contemplated by [clause (2) of] the preceding
paragraph as a part of, or in anticipation of, any refunding operation by the
application, directly or indirectly, of moneys borrowed having an interest cost
to the Company (calculated in accordance with generally accepted financial
practice) of less than _____% per annum.]

[The sinking fund for this series provides for the redemption on ___________ in
each year beginning with the year _____ and ending with the year _____ of [not
less than] $_______________ [("MANDATORY SINKING FUND") and not more than
$____________] aggregate principal amount of Securities of this series.]
[Securities of this series acquired or redeemed by the Company otherwise than
through [mandatory] sinking fund payments may be credited against subsequent
[mandatory] sinking fund payments otherwise required to be made--in the inverse
order in which they become due.]

[In the event of redemption of this Security in part only, a new Security or
Securities of this series for the unredeemed portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.]

[If the Security is not an Original Issue Discount Security, insert-- If any
Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.]

[If the Security is an Original Issue Discount Security, insert-- If an Event of
Default with respect to Securities of this series shall occur and be continuing,
an amount of principal of the




                                       17


Securities of this series may be declared due and payable in the manner and with
the effect provided in the Indenture. Such amount shall be equal --insert
formula for determining the amount. Upon payment (i) of the amount of principal
so declared due and payable and (ii) of interest on any overdue principal and
overdue interest (in each case to the extent that the payment of such interest
shall be legally enforceable), all of the Company's obligations in respect of
the payment of the principal of and interest, if any, on the Securities of this
series shall terminate.]

[This Security is subject to defeasance and covenant defeasance as described in
the Indenture [if applicable, insert -- and the supplemental indenture].]

[This Security is subject to satisfaction and discharge as provided in the
Indenture [if applicable, insert -- and the supplemental indenture].]

The Indenture may be modified by the Company and the Trustee without consent of
any Holder with respect to certain matters as described in the Indenture. In
addition, the Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of a majority in principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of
all Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Security
shall bind such Holder and all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.

No reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of (and premium, if any) and interest on
this Security at the times, place and rate, and in the coin or currency, herein
prescribed.

As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of (and premium, if any)
and interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series,
of authorized denominations and for the same Stated Maturity and aggregate
principal amount, will be issued to the designated transferee or transferees.

The Securities of this series are issuable only in registered form without
coupons in denominations of [$1,000] and any integral multiple thereof. As
provided in the Indenture and




                                       18


subject to certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series
of a different authorized denomination, as requested by the Holder surrendering
the same.

No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture imposes certain limitations on the ability of the Company to,
among other things, merge or consolidate with any other Person or sell, assign,
transfer or lease all or substantially all of its properties or assets [If other
covenants are applicable pursuant to the provisions of Section 3.01, insert
here]. All such covenants and limitations are subject to a number of important
qualifications and exceptions. The Company must report periodically to the
Trustee on compliance with the covenants in the Indenture.

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

[If applicable, insert -- A director, officer, employee or stockholder, as such,
of the Guarantor shall not have any liability for any obligations of the Company
or such Guarantor under this Security or the Indenture [if applicable, insert --
or the supplemental indenture] or for any claim based on, in respect of or by
reason of, such obligations or their creation. Each Holder, by accepting a
Security, waives and releases all such liability. The waiver and release are
part of the consideration for the issuance of this Security.]

[If applicable, insert -- This Security will be entitled to the benefits of
certain Guarantees made for the benefit of the Holders. Reference is hereby made
to the Indenture and the supplemental indenture for a statement of the
respective rights, limitations of rights, duties and obligations thereunder of
the Guarantors, if any, the Trustee and the Holders.]

[If applicable, insert-- Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures ("CUSIP"), the Company
has caused CUSIP numbers to be printed on the Securities of this series as a
convenience to the Holders of the Securities of this series. No representation
is made as to the correctness or accuracy of such numbers as printed on the
Securities of this series and reliance may be placed only on the other
identification numbers printed hereon.]




                                       19


         All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

                                 ASSIGNMENT FORM

         To assign this Security, fill in the form below: (I) or (we) assign and
transfer this Security to

                        --------------------------------------------------
                        (Insert assignee's social security or tax I.D. number)
                        --------------------------------------------------
                        --------------------------------------------------
                        --------------------------------------------------
                        --------------------------------------------------
                        (Print or type assignee's name, address and zip code)

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

Dated: __________           Your Signature:_____________________________
                                          (Sign exactly as your name appears on
                                           the other side of this Security)

Signature Guaranty:        ________________________________________________
                           [Signatures must be guaranteed by an
                           "eligible guarantor institution" meeting the
                           requirements of the Transfer Agent, which
                           requirements will include membership or
                           participation in STAMP or such other
                           "signature guarantee program" as may be
                           determined by the Transfer Agent in addition
                           to, or in substitution for, STAMP, all in
                           accordance with the Exchange Act.]

Social Security Number or
Taxpayer Identification Number:     _______________________________________

         Section 2.04 FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The
Trustee's Certificate of authentication shall be in substantially the following
form:

Dated:   _______________

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

                                     ________________________
                                     As Trustee

                                     By _____________________
                                        Authorized Signatory



                                       20



         Section 2.05 SECURITIES IN GLOBAL FORM. If Securities of or within a
series are issuable in whole or in part in global form, then any such Security
of such series may provide that it shall represent the aggregate or a specified
amount of the Outstanding Securities of such series from time to time endorsed
thereon and may also provide that the aggregate amount of Outstanding Securities
of such series represented thereby may from time to time be reduced or increased
to reflect exchanges. Any endorsement of a Security in global form to reflect
the amount, or any increase or decrease in the amount, or changes in the rights
of Holders, of Outstanding Securities represented thereby shall be made in such
manner and upon instructions given by such Person or Persons as shall be
specified therein or in the Company Order to be delivered to the Trustee
pursuant to Section 3.03 or Section 3.04. Subject to the provisions of Section
3.03 and, if applicable, Section 3.04, the Trustee shall deliver and redeliver
any Security in permanent global form in the manner and upon instructions given
by the Person or Persons specified therein or in the applicable Company Order.
If a Company Order pursuant to Section 3.03 or 3.04 has been, or simultaneously
is, delivered, any instructions by the Company with respect to endorsement or
delivery or redelivery of a Security in global form shall be in writing but need
not comply with Section 1.02 and need not be accompanied by an Opinion of
Counsel.

The provisions of the last paragraph of Section 3.03 shall apply to any Security
represented by a Security in global form if such Security was never issued and
sold by the Company and the Company delivers to the Trustee the Security in
global form together with written instructions (which need not comply with
Section 1.02 and need not be accompanied by an Opinion of Counsel) with regard
to the reduction in the principal amount of Securities represented thereby.

Notwithstanding the provisions of Sections 2.01 and 3.07, unless otherwise
specified as contemplated by Section 3.01, payment of principal of and premium,
if any, and interest on any Security in permanent global form shall be made to
the Person or Persons specified therein.

         Section 2.06 FORM OF LEGEND FOR THE SECURITIES IN GLOBAL FORM. Any
Security in global form authenticated and delivered hereunder shall bear a
legend in substantially the following form, or in such other form as may be
necessary or appropriate to reflect the arrangements with or to comply with the
requirements of any Depositary:

                  "THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE
                  INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
                  NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND
                  UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
                  CERTIFICATED FORM IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
                  THE INDENTURE, 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



                                       21


                  DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
                  NOMINEE OF SUCH SUCCESSOR DEPOSITARY."

                                    ARTICLE 3

                                 THE SECURITIES

         Section 3.01 AMOUNT UNLIMITED; ISSUABLE IN SERIES. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

         The Securities may be issued from time to time in one or more series.
Prior to the issuance of Securities of any series, there shall be established in
or pursuant to (i) a Board Resolution, (ii) action taken pursuant to a Board
Resolution and (subject to Section 3.03) set forth, or determined in the manner
provided, in an Officers' Certificate, or (iii) one or more indentures
supplemental hereto:

                  (1) the title of the Securities of the series (which shall
distinguish the Securities of the series from all other Securities);

                  (2) the purchase price, denomination and any limit upon the
aggregate principal amount of the Securities of the series which may be
authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to Sections 3.04,
3.05, 3.06, 9.06 or 11.07);

                  (3) the date or dates on which the principal of and premium,
if any, on the Securities of the series is payable or the method of
determination thereof;

                  (4) the rate or rates at which the Securities of the series
shall bear interest, if any, or the method of calculating such rate or rates of
interest, the date or dates from which such interest shall accrue or the method
by which such date or dates shall be determined, the Interest Payment Dates on
which any such interest shall be payable and the Regular Record Date, if any,
for the interest payable on any Interest Payment Date;

                  (5) the place or places where the principal of, premium, if
any, and interest, if any, on Securities of the series shall be payable;

                  (6) the place or places where the Securities may be exchanged
or transferred;

                  (7) the period or periods within which, the price or prices at
which, the currency or currencies (including currency unit or units) in which,
and the other terms and conditions upon which Securities of the series may be
redeemed, in whole or in part, at the option of the Company, and, if other than
as provided in Section 11.03, the manner in which the particular Securities of
such series (if less than all Securities of such series are to be redeemed) are
to be selected for redemption;




                                       22


                  (8) the obligation, if any, of the Company to redeem or
purchase Securities of the series in whole or in part pursuant to any sinking
fund or analogous provisions or 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 other terms and conditions upon which Securities of
the series shall be redeemed or purchased, in whole or in part, pursuant to such
obligation;

                  (9) if other than denominations of $1,000 and any
integral multiple thereof, the denominations in which Securities of the series
shall be issuable;

                  (10) if other than U.S. dollars, the currency or
currencies (including currency unit or units) in which payments of principal of,
premium, if any, and interest on the Securities of the series shall or may by
payable, or in which the Securities of the series shall be denominated, and the
particular provisions applicable thereto;

                  (11) if the payments of principal of, premium, if any, or
interest on the Securities of the series are to be made, at the election of the
Company or a Holder, in a currency or currencies (including currency unit or
units) other than that in which such Securities are denominated or designated to
be payable, the currency or currencies (including currency unit or units) in
which such payments are to be made, the terms and conditions of such payments
and the manner in which the exchange rate with respect to such payments shall be
determined, and the particular provisions applicable thereto;

                  (12) if the amount of payments of principal of, premium,
if any, and interest on the Securities of the series shall be determined with
reference to an index, formula or other method (which index, formula or method
may be based, without limitation, on a currency or currencies (including
currency unit or units) other than that in which the Securities of the series
are denominated or designated to be payable), the index, formula or other method
by which such amounts shall be determined;

                  (13) if other than the principal amount thereof, the
portion of the principal amount of Securities of the series which shall be
payable upon declaration of acceleration of the Maturity thereof pursuant to
Section 5.02 or the method by which such portion shall be determined;

                  (14) any modifications of or additions to the Events of
Default or the covenants of the Company set forth herein with respect to
Securities of the series; and whether and the conditions under which the Holders
of the Securities of the series may waive any such Event of Default or
compliance with any such covenant relating to the Securities of such series;

                  (15) if either or both of Section 13.02 and Section 13.03
shall be inapplicable, in whole or in part, to the Securities of the series
(provided that if no such inapplicability shall be specified, then both Section
13.02 and Section 13.03 shall be applicable to the Securities of the series);
and any modification to either such section as it relates to such series of
Securities;




                                       23


                  (16) if other than the Trustee, the identity of the Registrar
and any Paying Agent;

                  (17) if the Securities of the series shall be issued in
whole or in part in global form, (i) the Depositary for such global Securities,
(ii) the form of any legend in addition to or in lieu of that in Section 2.06
which shall be borne by such global Security, (iii) whether beneficial owners of
interests in any Securities of the series in global form may exchange such
interests for certificated Securities of such series and of like tenor of any
authorized form and denomination, and (iv) if other than as provided in Section
3.05, the circumstances under which any such exchange may occur;

                  (18) if the Holders of the Securities of the series may
convert or exchange the Securities of the series into or for securities of the
Company or of other entities or other property (or the cash value thereof), the
specific terms of and period during which such conversion or exchange may be
made;

                  (19) if the Securities of the series shall have the
benefits of any Guarantee and, if so, the identity of the Guarantor or
Guarantors and the terms and provisions applicable to any such Guarantee;

                  (20) any provisions for the satisfaction and discharge of
the Securities of the series, including provisions in addition to or modifying
the provisions of Article 4 as they pertain to Securities of the series;

                  (21) any addition to or change in the covenants set forth in
Article 10 which applies to Securities of the series; and

                  (22) any other terms of the series, including any terms
which may be required by or advisable under the laws of the United States of
America or regulations thereunder or advisable (as determined by the Company) in
connection with the marketing of Securities of the series.

All Securities of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided (i) by a Board Resolution,
(ii) by action taken pursuant to a Board Resolution and (subject to Section
3.03) set forth, or determined in the manner provided, in an Officers'
Certificate or (iii) in any such indenture supplemental hereto. All Securities
of any one series need not be issued at the same time and, unless otherwise
provided, a series may be reopened, without the consent of the Holders, for
issuances of additional Securities of such series.

If any of the terms of the Securities of any series are established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth, or providing the manner for determining,
the terms of the Securities of such series, and an appropriate record of any
action taken pursuant



                                       24


thereto in connection with the issuance of any Securities of such series shall
be delivered to the Trustee prior to the authentication and delivery thereof.

         Section 3.02 DENOMINATIONS. The Securities of each series shall be
issuable in registered form without coupons in such denominations as shall be
specified as contemplated by Section 3.01. In the absence of any such provisions
with respect to the Securities of any series, the Securities of such series
shall be issuable in denominations of $1,000 and any integral multiple thereof.

         Section 3.03 EXECUTION, AUTHENTICATION, DELIVERY AND DATING. The
Securities shall be executed on behalf of the Company by its Chairman of the
Board, its Chief Executive Officer, its President, its Chief Financial Officer,
or its Chief Accounting Officer 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. Typographical and other minor errors or defects in
any such reproduction of the seal or any such signature shall not affect the
validity or enforceability of any Security that has been duly authenticated and
delivered by the Trustee.

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 date of such Securities.

At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and make such Securities available for
delivery. If the form or terms of the Securities of the series have been
established in or pursuant to one or more Board Resolutions as permitted by
Sections 2.01 and 3.01, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to Sections 315(a)
through (d) of the Trust Indenture Act) shall be fully protected in relying
upon, an Opinion of Counsel stating (subject to customary assumptions,
conditions and exceptions):

                  (a) if the terms of such Securities have been established
by or pursuant to Board Resolution as permitted by Section 3.01, that such terms
have been established in conformity with the provisions of this Indenture; and

                  (b) that such Securities, when authenticated and
delivered by the Trustee and issued by the Company in the manner and subject to
any conditions specified in such Opinion of Counsel, will constitute valid and
legally binding obligations of the Company, enforceable in accordance with their
terms, except to the extent enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and
other similar laws affecting the enforcement of creditors' rights generally and
by the effect of general principles of equity (regardless of whether
enforceability is considered in a proceeding in equity or at law).




                                       25


If such terms have been so established, the Trustee shall not be required to
authenticate such Securities if the issue of such Securities pursuant to this
Indenture will affect the Trustee's own rights, duties or immunities under the
Securities and this Indenture or otherwise in a manner which is not reasonably
acceptable to the Trustee, or in the written opinion of counsel to the Trustee
(which counsel may be an employee of the Trustee) such authentication may not
lawfully be made or would involve the Trustee in personal liability.

Notwithstanding the provisions of Section 3.01 and of the immediately preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Board Resolution and the
Officers' Certificate otherwise required pursuant to Section 3.01 or the Company
Order and Opinion of Counsel otherwise required pursuant to the second preceding
paragraph at or prior to the time of authentication of each Security of such
series if such documents are delivered at or prior to the authentication upon
original issuance of the first Security of such series to be issued.

If the Company shall establish pursuant to Section 3.01 that the Securities of a
series are to be issued in whole or in part in the form of one or more global
Securities, then the Company shall execute and the Trustee shall, in accordance
with this Section and the Company Order with respect to the authentication and
delivery of such series, authenticate and deliver one or more Securities of such
series in global form that (i) shall be in an aggregate amount equal to the
aggregate principal amount of the Outstanding Securities of such series to be
represented by such Security or Securities in global form, (ii) shall be
registered in the name of the Depositary for such Security or Securities in
global form or its nominee, and (iii) shall be made available for delivery by
the Trustee to such Depositary or pursuant to such Depositary's instruction.

The Trustee shall have no responsibility to determine if the Depositary is so
registered. Each Depositary shall enter into an agreement with the Trustee and
the Company governing the respective duties and rights of such Depositary, the
Company and the Trustee with regard to Securities issued in global form.

Unless otherwise provided for in the form of Security, each Security shall be
dated the date of its authentication.

No Security shall be entitled to any benefits 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
executed by the Trustee or an Authenticating Agent by manual signature, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder
and is entitled to the benefits of this Indenture.

Notwithstanding the foregoing, if any Security shall have been authenticated and
delivered hereunder but never issued and sold by the Company, and the Company
shall deliver such Security to the Trustee for cancellation as provided in
Section 3.09 together with a written statement (which need not comply with
Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that
such Security has never been issued and sold by the Company,



                                       26


for all purposes of this Indenture such Security shall be deemed never to have
been authenticated and delivered hereunder and shall not be entitled to the
benefits of this Indenture.

         Section 3.04 TEMPORARY SECURITIES. Pending the preparation of
definitive Securities of any series, the Company may execute, and upon Company
Order the Trustee shall authenticate and make available for delivery, temporary
Securities of such series which are printed, lithographed, typewritten,
mimeographed 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
evidenced by their execution of such Securities.

In the case of Securities of any series, such temporary Securities may be in
global form, representing all or a portion of the Outstanding Securities of such
series.

Except in the case of temporary Securities in global form (which shall be
exchanged in accordance with the provisions thereof), if temporary Securities of
any series are issued, the Company will cause definitive Securities of that
series to be prepared without unreasonable delay. After the preparation of
definitive Securities of such series, the temporary Securities of such series
shall be exchangeable for definitive Securities of such series upon surrender of
the temporary Securities of such series at the office or agency of the Company
in a Place of Payment for that series, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Securities of any
series, the Company shall execute and the Trustee shall authenticate and make
available for delivery in exchange therefor a like principal amount of
definitive Securities of the same series of authorized denominations and of like
tenor. Until so exchanged, the temporary Securities of any series shall in all
respects be entitled to the same benefits under this Indenture as definitive
Securities of such series.

         Section 3.05 REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.
The Company shall cause to be kept at the Corporate Trust Office of the Trustee
or in any office or agency to be maintained by the Company in accordance with
Section 10.02 in a Place of Payment a register (the register maintained in such
office and in any other office or agency of the Company in a Place of Payment
being herein sometimes collectively referred to as the "SECURITY REGISTER") in
which, subject to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of Securities and of registration of
transfers of Securities. The Trustee is hereby appointed "SECURITY REGISTRAR"
for the purpose of registering Securities and transfers of Securities as herein
provided.

Upon surrender for registration of transfer of any Security of any series at the
office or agency of the Company in a Place of Payment for that series, the
Company shall execute, and the Trustee shall authenticate and make available for
delivery, in the name of the designated transferee or transferees, one or more
new Securities of the same series, of any authorized denominations and of a like
aggregate principal amount and Stated Maturity.

At the option of the Holder, Securities of any series (except a Security in
global form) may be exchanged for other Securities of the same series, of any
authorized denominations and of a like




                                       27


aggregate principal amount and Stated Maturity, upon surrender of the Securities
to be exchanged at such office or agency. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and make available for delivery, the Securities which the Holder
making the exchange is entitled to receive.

Each Security issued in global form authenticated under this Indenture shall be
registered in the name of the Depositary designated for such series or a nominee
thereof and delivered to such Depositary or a nominee thereof or custodian
therefor, and each such Security issued in global form shall constitute a single
Security for all purposes of this Indenture.

Notwithstanding any other provision of this Section, unless and until it is
exchanged in whole or in part for Securities in certificated form in the
circumstances described below, a Security in global form representing all or a
portion of the Securities of a series may not be transferred except as a whole
by the Depositary for such series to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a successor Depositary
for such series or a nominee of such successor Depositary.

If at any time the Depositary for the Securities of a series notifies the
Company that it is unwilling or unable to continue as Depositary for the
Securities of such series or defaults in the performance of its duties as
Depositary or it at any time the Depositary for the Securities of such series
shall no longer be eligible to perform such duties, the Company shall appoint a
successor Depositary with respect to the Securities of such series. If a
successor Depositary for the Securities of such series is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such ineligibility, the Company's selection pursuant to Section 3.01(b)(17)
shall no longer be effective with respect to the Securities of such series and
the Company shall execute, and the Trustee, upon receipt of a Company Order for
the authentication and delivery of certificated Securities of such series of
like tenor, shall authenticate and deliver Securities of such series of like
tenor in certificated form, in authorized denominations and in an aggregate
principal amount equal to the principal amount of the Security or Securities of
such series of like tenor in global form in exchange for such Security or
Securities in global form.

The Company may at any time in its sole discretion determine that Securities
issued in global form shall no longer be represented by such a Security or
Securities in global form. In such event the Company shall execute, and the
Trustee, upon receipt of a Company Order for the authentication and delivery of
certificated Securities of such series of like tenor, shall authenticate and
deliver, Securities of such series of like tenor in certificated form, in
authorized denominations and in an aggregate principal amount equal to the
principal amount of the Security or Securities of such series of like tenor in
global form in exchange for such Security or Securities in global form.

If specified by the Company pursuant to Section 3.01 with respect to a series of
Securities, the Depositary for such series may surrender a Security in global
form of such series in exchange in whole or in part for Securities of such
series in certificated form on such terms as are acceptable



                                       28


to the Company and such Depositary. Thereupon, the Company shall execute, and
the Trustee shall authenticate and deliver, without service charge,

                  (i) to each Person specified by such Depositary a new
certified Security or Securities of the same series of like tenor, of any
authorized denomination as requested by such Person in aggregate principal
amount equal to and in exchange for such Person's beneficial interest in the
Security in global form; and

                  (ii) to such Depositary a new Security in global form of
like tenor in a denomination equal to the difference, if any, between the
principal amount of the surrendered Security in global form and the aggregate
principal amount of certificated Securities delivered to Holders thereof.

Upon the exchange of a Security in global form for Securities in certificated
form, such Security in global form shall be canceled by the Trustee. Securities
issued in exchange for a Security in global form pursuant to this Section shall
be registered in such names and in such authorized denominations as the
Depositary for such Security in global form, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee. The
Trustee shall deliver such Securities to the Persons in whose names such
Securities are so registered.

Whenever any Securities are 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.

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

Every Security presented or surrendered for registration of transfer or for
exchange shall (if so required by the Company or the Trustee) be duly endorsed,
or be accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar duly executed by the Holder thereof or
his attorney duly authorized in writing.

Unless otherwise provided in the Securities to be transferred or exchanged, no
service charge shall be made for any registration of transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer.

If the Securities of any series (or of any series and specified tenor) are to be
redeemed in part, the Company shall not be required (i) to issue, register the
transfer of or exchange Securities of such series during a period beginning at
the opening of business 15 days before the day of the mailing of a notice of
redemption of Securities of that series selected for redemption under Section
11.03 and ending at the close of business on the day of such mailing, or (ii) to
register the transfer of or exchange any Security so selected for redemption, in
whole or in part, except the unredeemed portion of any Security being redeemed
in part.




                                       29


The foregoing provisions relating to registration, transfer and exchange may be
modified, supplemented or superseded with respect to any series of Securities by
a Board Resolution or in one or more indentures supplemental hereto.

         Section 3.06 MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES. If
any mutilated Security is surrendered to the Trustee, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor a new
Security of the same series and of like tenor and principal amount and bearing a
number not contemporaneously outstanding.

If there shall be delivered to the Company and the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security and (ii) such
security or indemnity as may be required by them to save each of them and any
agent of either 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 request the Trustee shall authenticate
and deliver, in lieu of any such destroyed, lost or stolen Security, a new
Security of the same series and of like tenor and principal amount and 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, the Company in its discretion may, instead of
issuing a new Security, pay such Security.

Upon the issuance of any new Security 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) connected therewith.

Every new Security of any series issued pursuant to this Section in lieu of any
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 the benefits of this Indenture equally and proportionately with
any and all other Securities of that series 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.

         Section 3.07 PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.
Interest on any Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest.

Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "DEFAULTED INTEREST") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been




                                       30


such Holder, 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 of such series
(or their respective Predecessor 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 in writing of the amount of Defaulted Interest proposed to be paid on
each Security of such series and the date of the proposed payment (which shall
be not less than 25 days after the receipt by the Trustee of such notice, unless
such Trustee shall consent to an earlier date), and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements reasonably satisfactory to the Trustee for such deposit prior to
the date of the proposed payment, such money when deposited to be held in trust
for the benefit of the Persons entitled to such Defaulted Interest as in this
Clause provided. Thereupon the Trustee 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 Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such Special Record Date and, in
the name and at the reasonable 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 of Securities of such
series 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 so mailed,
such Defaulted Interest shall be paid to the Persons in whose names the
Securities of such series (or their respective Predecessor Securities) are
registered at the close of business 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 on the Securities of any series in any other lawful manner not
inconsistent with the requirements of any securities exchange on which such
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 of the proposed
payment pursuant to this Clause (2), such manner of payment shall be deemed
practicable by the Trustee.

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 3.08 PERSONS DEEMED OWNERS. Prior to due presentment of a
Security for registration of transfer, the Company, the Trustee and any agent of
the Company or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of, premium, if any, and (subject to Sections 3.05 and 3.07) interest
on such Security and for all other purposes whatsoever, whether or not such
Security be overdue, and neither the Company, the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary.




                                       31


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

         Section 3.09 CANCELLATION. All Securities surrendered for payment,
redemption, registration of transfer or exchange or for credit against any
sinking fund payment shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and shall be promptly canceled 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 canceled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities canceled as provided in this Section,
except as expressly permitted by this Indenture. All canceled Securities shall
be held by the Trustee and may be destroyed (and, if so destroyed, certification
of their destruction shall be delivered to the Company, unless, by a Company
Order, the Company shall direct that canceled Securities be returned to it).

         Section 3.10 COMPUTATION OF INTEREST. Except as otherwise
specified as contemplated by Section 3.01 for Securities of any series, interest
on the Securities of each series shall be computed on the basis of a year of
twelve 30-day months.

         Section 3.11 CUSIP NUMBER. The Company in issuing Securities of
any series may use a "CUSIP" number, and if so, the Trustee may use the CUSIP
number in notices of redemption or exchange as a convenience to Holders of such
series; provided, that any such notice may state that no representation is made
as to the correctness or accuracy of the CUSIP number printed on the notice or
on the Securities of such series, 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 number of any series
of Securities.

         Section 3.12 WIRE TRANSFERS. Notwithstanding any other provision
to the contrary in this Indenture, the Company may make any payment of moneys
required to be deposited with the Trustee on account of principal of, or
premium, if any, or interest on the Securities (whether pursuant to optional or
mandatory redemption payments, interest payments or otherwise) by wire transfer
of immediately available funds to an account designated by the Trustee on or
before the date and time such moneys are to be paid to the Holders of the
Securities in accordance with the terms hereof.




                                       32


                                    ARTICLE 4

                           SATISFACTION AND DISCHARGE

         Section 4.01 SATISFACTION AND DISCHARGE OF INDENTURE. This
Indenture shall cease to be of further effect (except as to any surviving rights
of registration of transfer or exchange of Securities and replacement of such
Securities which may have been lost, stolen or mutilated as herein expressly
provided for or in the form of Security for such series), when the Trustee, upon
Company Request and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture, when

                  (1) either (a) all Securities theretofore authenticated
and delivered (other than (i) Securities which have been destroyed, lost or
stolen and which have been replaced or paid as provided in Section 3.06 and (ii)
Securities for whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter repaid to the Company
or discharged from such trust, as provided in Section 10.05) have been delivered
to the Trustee for cancellation; or (b) all such Securities not theretofore
delivered to the Trustee for cancellation (i) have become due and payable, or
(ii) will become due and payable at their Stated Maturity within one year, or
(iii) are to be called for redemption within one year under arrangements
reasonably satisfactory to the Trustee for the giving of notice of redemption by
the Trustee in the name, and at the reasonable expense, of the Company, and the
Company, in the case of (b)(i), (ii) or (iii) above, has deposited with the
Trustee as trust funds in trust for the purpose an amount, in the currency or
currencies or currency unit or units in which the Securities of such series are
payable, sufficient to pay and discharge the entire indebtedness on such
Securities not theretofore delivered to the Trustee for cancellation, for
principal, premium, if any, and interest to the date of such deposit (in the
case of Securities which have become due and payable) or the Stated Maturity or
Redemption Date, as the case may be;

                  (2) the Company has paid or caused to be paid all other sums
payable hereunder by the Company; and

                  (3) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for herein relating to the satisfaction and discharge of this
Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07, the obligations of
the Company to any Authenticating Agent under Section 6.14 and, if money shall
have been deposited with the Trustee pursuant to subclause (b) of clause (1) of
this Section, the obligations of the Trustee under Section 4.02 and the last
paragraph of Section 10.05 shall survive.

         Section 4.02 APPLICATION OF TRUST MONEY. Subject to the provisions
of the last paragraph of Section 10.05, all money deposited with the Trustee
pursuant to Section 4.01 shall be held in trust and applied by it, in accordance
with the provisions of the Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of



                                       33


the principal (and premium, if any) and interest for whose payment such money
has been deposited with or received by the Trustee, but such money need not be
segregated from other funds except to the extent required by law.

         Section 4.03 APPLICATION TO A SPECIFIC SERIES OF SECURITIES. The
Company may elect to satisfy and discharge its obligations with respect to a
specific series of Securities under the Indenture by complying with the terms of
Article 4. If the Company makes such election, (a) the terms of Section 4.01 and
4.02 shall apply only to the specific series of Securities and the terms of the
Indenture as it relates to such series of Securities and (b) the other
Securities issued hereunder and the Indenture as it relates to such other
Securities shall remain in full force and effect.

                                    ARTICLE 5

                                    REMEDIES

         Section 5.01 EVENTS OF DEFAULT. Except as otherwise specified as
contemplated by Section 3.01 for Securities of a series, "EVENT OF DEFAULT,"
wherever used herein with respect to Securities of any series, means any one of
the following events (whatever the reason for such Event of Default and whether
it shall be voluntary or involuntary or to be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

                  (1) the Company defaults in the payment of interest on
any Security of that series when such interest becomes due and payable and the
default continues for a period of 30 days; or

                  (2) the Company defaults in the payment of the principal
of, or premium, if any, on any Security of that series when the same becomes due
and payable at Maturity or on redemption or otherwise; or

                  (3) the Company fails to deposit any sinking fund
payment, for five days after it becomes due by the terms of a Security of that
series; or

                  (4) the Company fails to observe or perform in any
material respect any of its other covenants, agreements or warranties in the
Securities of that series or this Indenture (other than a covenant, agreement or
warranty a default in whose performance or whose breach is elsewhere in this
Section specifically dealt with or which has expressly been included in this
Indenture solely for the benefit of series of Securities other than that
series), and the failure to observe or perform continues for the period and
after the notice specified in the last paragraph of this Section; or

                  (5) an event of default, as defined in any mortgage,
indenture, or instrument under which there may be issued, or by which there may
be secured or evidenced, any Indebtedness of the Company (including Securities
of another series) (other than the Securities of such series) (whether such
Indebtedness now exists or shall hereafter be created or incurred)




                                       34


shall occur, which event of default (i) is caused by a failure to pay principal
of or premium, if any, or interest on such Indebtedness at final maturity after
the expiration of the grace period provided in such Indebtedness on the date of
such event of default, and (ii) results in Indebtedness becoming or being
declared due and payable prior to the date on which it would otherwise become
due and payable, and such default in payment is not cured or such acceleration
shall not be rescinded or annulled within 30 days after written notice to the
Company from the Trustee or to the Company and to the Trustee from the Holders
of at least twenty-five percent in aggregate principal amount of the Outstanding
Securities of that series specifying such event of default and requiring the
Company to cure such default in payment or cause such acceleration to be
rescinded or annulled and stating that such notice is a "NOTICE OF DEFAULT"
hereunder; provided, however, that it shall not be an Event of Default if the
principal amount of Indebtedness which is not paid at maturity or the maturity
of which is accelerated is equal to or less than $20,000,000; provided further
that if, prior to a declaration of acceleration of the maturity of the
Securities of that series or the entry of judgment in favor of the Trustee in a
suit pursuant to Section 5.03, such default shall be remedied or cured by the
Company or waived by the holders of such Indebtedness, then the Event of Default
hereunder by reason thereof shall be deemed likewise to have been thereupon
remedied, cured or waived without further action upon the part of either the
Trustee or any of the Holders of the Securities of that series; or

                  (6) the Company or any of its Significant Subsidiaries
pursuant to or within the meaning of any Bankruptcy Law (a) commences a
voluntary case or proceeding under any Bankruptcy Law with respect to itself,
(b) consents to the entry of a judgment, decree or order for relief against it
in an involuntary case or proceeding under any Bankruptcy Law, (c) consents to
or acquiesces in the institution of bankruptcy or insolvency proceedings against
it, (d) applies for, consents to or acquiesces in the appointment of or taking
possession by a Custodian of it or for all or substantially all of its property,
(e) makes a general assignment for the benefit of its creditors or (f) takes any
corporate action in furtherance of or to facilitate, conditionally or otherwise,
any of the foregoing; or

                  (7) (i) a court of competent jurisdiction enters a
judgment, decree or order for relief in an involuntary case or proceeding under
any Bankruptcy Law which shall (a) approve as properly filed a petition seeking
reorganization, arrangement, adjustment or composition in respect of the Company
or any of its Significant Subsidiaries, (b) appoint a Custodian of the Company
or any of its Significant Subsidiaries or for all or substantially all of its
property or (c) order the winding-up or liquidation of affairs of the Company or
any of its Significant Subsidiaries, and such judgment, decree or order shall
remain unstayed and in effect for a period of 90 consecutive days; or (ii) any
bankruptcy or insolvency petition or application is filed, or any bankruptcy or
insolvency proceeding is commenced, against the Company or any of its
Significant Subsidiaries and such petition, application or proceeding is not
dismissed within 60 days; or (iii) a warrant of attachment is issued against any
material portion of the property of the Company or any of its Significant
Subsidiaries which is not released within 60 days of service; or

                  (8) any other Event of Default provided with respect to
Securities of that series.




                                       35


A Default under clause (4) above is not an Event of Default until the Trustee or
the Holders of at least twenty-five percent in aggregate principal amount of the
Outstanding Securities of that series notify the Company of the Default and the
Company does not cure the Default within 60 days after receipt of the notice.
The notice must specify the Default, demand that it be remedied and state that
the notice is a "NOTICE OF DEFAULT." When a Default under clause (4) above is
cured within such 60-day period, it ceases to be a Default.

         Section 5.02 ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.
If an Event of Default with respect to Securities of any series (other than an
Event of Default specified in clause (6) or (7) of Section 5.01) occurs and is
continuing, the Trustee by notice in writing to the Company, or the Holders of
at least twenty-five percent in aggregate principal amount of the Outstanding
Securities of that series by notice in writing to the Company and the Trustee,
may declare the unpaid principal of and accrued interest to the date of
acceleration (or, if the Securities of that series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of that series) on all the Outstanding Securities of that series to be due
and payable immediately and, upon any such declaration, the Outstanding
Securities of that series (or specified principal amount) shall become and be
immediately due and payable.

If an Event of Default specified in clause (6) or (7) of Section 5.01 occurs,
all unpaid principal of and accrued interest on the Outstanding Securities of
that series (or specified principal amount) shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder of any Security of that series.

Upon payment of all such principal and interest, all of the Company's
obligations under the Securities of that series and (upon payment of the
Securities of all series) this Indenture shall terminate, except obligations
under Section 6.07.

At any time after a declaration of acceleration of Maturity with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series by notice to the Trustee may rescind an
acceleration and its consequences if (i) all existing Events of Default, other
than the nonpayment of the principal of and interest on the Securities of that
series that has become due solely by such declaration of acceleration, have been
cured or waived, (ii) to the extent the payment of such interest is lawful,
interest on overdue installments of interest and overdue principal that has
become due otherwise than by such declaration of acceleration have been paid,
(iii) the rescission would not conflict with any judgment or decree of a court
of competent jurisdiction and (iv) all payments due to the Trustee and any
predecessor Trustee under Section 6.07 have been made.

         Section 5.03 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT
BY TRUSTEE. The Company covenants that if:




                                       36


                  (1) default is made in the payment of any interest on any
Security of any series when such interest becomes due and payable and such
default continues for a period of 30 days, or

                  (2) default is made in the payment of the principal of (or
premium, if any, on) any Security of any series at the Maturity thereof, or

                  (3) default is made in the payment of any sinking or
analogous obligation when the same becomes due by the terms of the Securities of
any series, and any such default continues for any period of grace provided with
respect to the Securities of such series,

the Company will, 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 (and 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
or rates prescribed therefor in such Securities, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

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, 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 such 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 such Securities, wherever
situated.

If an Event of Default with respect to Securities of any series occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce its
rights and the rights of the Holders of Securities of such series by such
appropriate judicial proceedings as the Trustee shall deem most effectual 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 secure any other proper remedy.

         Section 5.04 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 or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise,

                  (i) 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




                                       37


any claim for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agent and counsel) and of the Holders allowed in such
judicial proceedings, and

                  (ii) 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, its agents and counsel, and any other
amounts due the Trustee under Section 6.07.

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 5.05 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, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

         Section 5.06 APPLICATION OF MONEY COLLECTED. Any money collected
by the Trustee pursuant to this Article in respect of the Securities of any
series shall be applied in the following order, at the date or dates fixed by
the Trustee and, in case of the distribution of such money on account of
principal, premium, if any, or interest, upon presentation of the Securities in
respect of which moneys have been collected and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

         First: To the payment of all amounts due the Trustee under Section 6.07
applicable to such series;

         Second: To the payment of the amounts then due and unpaid for principal
of, and premium, if any, and interest on the Securities of such series 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 of such series for principal, and premium, if
any, and interest, respectively; and

         Third:  To the Company.

The Trustee may fix a record date and payment date for any payment to Holders
pursuant to this Section 5.06. At least ten (10) days before such record date,
the Trustee shall mail to each



                                       38


Holder and the Company a notice that states the record date, the payment date
and the amount to be paid.

         Section 5.07 LIMITATION ON SUITS. No Holder of any Security of any
series shall have any right 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:

                  (1) such Holder has previously given written notice to
the Trustee of a continuing Event of Default with respect to the Securities of
that series;

                  (2) the Holders of at least twenty-five percent in
principal amount of the Outstanding Securities of that series 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;

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

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

                  (5) 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 principal amount of the Outstanding Securities of that series;

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

         Section 5.08 UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
PREMIUM AND INTEREST. Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of, premium, if any, and
(subject to Section 3.07) interest on such Security on the Stated Maturity or
Maturities expressed in such Security (or, in the case of redemption, on the
Redemption Date) and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such Holder.

         Section 5.09 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 such case, subject to any determination in such proceeding, the
Company, the Trustee and the Holders shall be restored severally and
respectively to their former positions hereunder and thereafter all rights and




                                       39


remedies of the Trustee and the Holders shall continue as though no such
proceeding has been instituted.

         Section 5.10 RIGHTS AND REMEDIES CUMULATIVE. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities in the last paragraph of Section 3.06, 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 5.11 DELAY OR OMISSION NOT WAIVER. No delay or omission of
the Trustee or of any Holder of any Securities to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article 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 5.12 CONTROL BY HOLDERS. The Holders of a majority in
principal amount of the Outstanding Securities of any series 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 on
the Trustee, with respect to the Securities of such series, provided that:

                  (1) such direction shall not be in conflict with any rule of
law or with this Indenture;

                  (2) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction; and

                  (3) subject to Section 6.01, the Trustee need not take
any action which might involve the Trustee in personal liability or be unduly
prejudicial to the Holders not joining therein.

         Section 5.13 WAIVER OF PAST DEFAULTS. The Holders of not less than
a majority in principal amount of the Outstanding Securities of any series may
by written notice to the Trustee on behalf of the Holders of all the Securities
of such series waive any Default or Event of Default with respect to such series
and its consequences, except a Default or Event of Default:

                  (1) in respect of the payment of the principal of or premium,
if any, or interest on any Security of such series, or

                  (2) in respect of a covenant or other provision hereof which
under Article Nine cannot be modified or amended without the consent of the
Holder of each Outstanding Security of such series affected.




                                       40


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

         Section 5.14 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 any court may in its discretion require, 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 by it as Trustee,
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, 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 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 ten percent in principal amount of the Outstanding Securities of any
series, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of or premium, if any, or interest on any Security on
or after the Stated Maturity or Maturities expressed in such Security (or, in
the case of redemption, on or after the Redemption Date).

                                    ARTICLE 6

                                   THE TRUSTEE

         Section 6.01 CERTAIN DUTIES AND RESPONSIBILITIES OF THE TRUSTEE.

                  (a) Except during the continuance of an Event of Default,
the Trustee's duties and responsibilities under this Indenture shall be governed
by Section 315(a) of the Trust Indenture Act.

                  (b) In case an Event of Default has occurred and is
continuing, and is known to the Trustee, the Trustee shall exercise the rights
and powers vested in it by this Indenture, and shall 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.

                  (c) None of the provisions of Section 315(d) of the Trust
Indenture Act shall be excluded from this Indenture.

                  (d) Every provision of this Indenture which pertains to
the Trustee shall be subject to this Section 6.01.

         Section 6.02 NOTICE OF DEFAULTS. Within 90 days after the
occurrence of any Default or Event of Default with respect to the Securities of
any series, the Trustee shall give to all Holders of Securities of such series,
as their names and addresses appear in the Security Register, notice of such
Default or Event of Default known to the Trustee, unless such Default or Event
of Default shall have been cured or waived; provided, however, that, except in
the case of a Default



                                       41


or Event of Default in the payment of the principal of or premium, if any, or
interest on any Security of such series, 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 and/or Responsible Officers of the
Trustee in good faith determine that the withholding of such notice is in the
interest of the Holders of Securities of such series.

         Section 6.03 CERTAIN RIGHTS OF TRUSTEE. Subject to the provisions of
the Trust Indenture Act:

                  (a) 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;

                  (b) any request or direction of the Company mentioned
herein shall be sufficiently evidenced by a Company Request or Company Order and
any resolution of the Board of Directors may be sufficiently evidenced by a
Board Resolution;

                  (c) 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;

                  (d) the Trustee may consult with counsel and the written
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;

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

                  (f) prior to the occurrence of an Event of Default with
respect to the Securities of any series and after the curing or waiving of all
such Events of Default which may have occurred, 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, approval or other paper or document, or the books and records of
the Company, unless requested in writing to do so by the Holders of a majority
in principal amount of the Outstanding Securities of any series; provided,
however, that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such
investigation is not, in the opinion of the Trustee, reasonably assured to the
Trustee by the security afforded to it by the terms of this Indenture, the
Trustee may require reasonable indemnity against such costs, expenses or
liabilities as a condition to so proceeding;



                                       42


the reasonable expense of every such investigation shall be paid by the Company
or, if paid by the Trustee, shall be repaid by the Company upon demand;

                  (g) the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and the Trustee shall not be responsible for any misconduct
or negligence on the part of any agent or attorney appointed with due care by it
hereunder; and

                  (h) the Trustee shall not be required 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 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.

         Section 6.04 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
SECURITIES. The recitals herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and neither the Trustee nor any Authenticating Agent assumes any responsibility
for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Securities, except that the Trustee
represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Securities and perform its obligations hereunder, and that the
statements made by it or to be made by it in a Statement of Eligibility and
Qualification on Form T-1 supplied to the Company are true and accurate. Neither
the Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof.

         Section 6.05 MAY HOLD SECURITIES. The Trustee, any Authenticating
Agent, any Paying Agent, any Security Registrar or any other agent of the
Company, in its individual or any other capacity, may become the owner or
pledgee of Securities and, subject to Sections 6.08 and 6.13, may otherwise deal
with the Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.

         Section 6.06 MONEY HELD IN TRUST. Money held by the Trustee in
trust hereunder (including amounts held by the Trustee as Paying Agent) 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 upon in writing with the Company.

         Section 6.07 COMPENSATION AND REIMBURSEMENT.  The Company agrees:

                  (1) to pay to the Trustee from time to time reasonable
compensation as negotiated between the Company and the Trustee for all services
rendered by it hereunder (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust);

                  (2) except as otherwise expressly provided herein, to
reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any provision of this Indenture (including the reasonable




                                       43


compensation and the expenses 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

                  (3) to indemnify the Trustee for, and to hold it harmless
against, any loss, liability, damage, claim or expense, including taxes (other
than taxes based upon or determined or measured 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 the trust or trusts
hereunder, including the 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.

When the Trustee incurs expenses or renders services in connection with an Event
of Default specified in Section 5.01(6) or Section 5.01(7), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Bankruptcy Law.

                  The provisions of this Section 6.07 shall survive this
Indenture and the resignation or removal of the Trustee.

         Section 6.08 DISQUALIFICATION; CONFLICTING INTERESTS. The Trustee
shall be disqualified only where such disqualification is required by Section
310(b) of the Trust Indenture Act. Nothing shall prevent the Trustee from filing
with the Commission the application referred to in the second to last paragraph
of Section 310(b) of the Trust Indenture Act.

         Section 6.09 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY. There shall
at all times be a Trustee hereunder which shall be eligible to act as Trustee
under Section 310(a)(1) of the Trust Indenture Act having a combined capital and
surplus (together with its parent) of at least $100,000,000 and subject to
supervision or examination by federal or State authority. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. Neither the Company nor any Person directly or
indirectly controlling, controlled by, or under common control with the Company
may serve as Trustee. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

         Section 6.10 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

                  (a) No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 6.11.

                  (b) The Trustee may resign at any time with respect to
the Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 6.11 shall not have been delivered to the Trustee within 30



                                       44


days after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

                  (c) The Trustee may be removed at any time with respect
to the Securities of any series by Act of the Holders of a majority in principal
amount of the Outstanding Securities of such series, delivered to the Trustee
and to the Company.

                  (d) If at any time:

                           (i) the Trustee shall fail to comply with Section
310(b) of the Trust Indenture Act after written request therefor by the Company
or by any Holder who has been a bona fide Holder of a Security for at least six
months; or

                           (ii) the Trustee shall cease to be eligible under
Section 6.09 and shall fail to resign after written request therefor by the
Company or by any such Holder of a Security who has been a bona fide Holder of a
Security for at least six months; or

                           (iii) the Trustee shall become incapable of acting or
shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
property shall be appointed or any public officer shall take charge or control
of the Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation;

                  then, in any such case, (i) the Company by a Board Resolution
may remove the Trustee with respect to all Securities, or (ii) subject to
Section 315(e) of the Trust Indenture Act, any Holder who has been a bona fide
Holder of a Security for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee with respect to all Securities and the appointment of a
successor Trustee or Trustees.

                  (e) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, with respect to the Securities of one or more series, the Company, by
a Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series) and shall comply with
the applicable requirements of Section 6.11. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
6.11, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company with
respect to such Securities. If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the Company or the
Holders and accepted appointment in the manner required by Section 6.11, any




                                       45


Holder who has been a bona fide Holder of a Security of such series for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

                  (f) The Company shall give notice of each resignation and
each removal of the Trustee with respect to the Securities of any series and
each appointment of a successor Trustee with respect to the Securities of any
series by mailing written notice of such event by first-class mail, postage
prepaid, to all Holders of Securities of such series as their names and
addresses appear in the Security Register. Each notice shall include the name of
the successor Trustee with respect to the Securities of such series and the
address of its Corporate Trust Office.

         Section 6.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

                  (a) In case of the appointment hereunder of a successor
Trustee with respect to all Securities, every such successor Trustee so
appointed shall execute, acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Company or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder.

                  (b) In case of the appointment hereunder of a successor
Trustee with respect to the Securities of some (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the
Securities of such series shall execute and deliver an indenture supplemental
hereto wherein each successor Trustee shall accept such appointment and which
(1) shall contain such provisions as shall be necessary or desirable to transfer
and confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates; but, on request of the Company or any successor Trustee, such
retiring Trustee shall duly assign,




                                       46


transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

                  (c) Upon request of any such successor Trustee, the Company
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Trustee all such rights, powers and trusts
referred to in paragraph (a) or (b) of this Section, as the case may be.

                  (d) No successor Trustee shall accept its appointment unless
at the time of such acceptance such successor Trustee shall be qualified and
eligible under the Trust Indenture Act.

         Section 6.12 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor (by merger,
conversion, consolidation or otherwise as permitted hereunder) to such
authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.

         Section 6.13 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.
The Trustee shall comply with Section 311(a) of the Trust Indenture Act,
excluding any creditor relationship listed in Section 311(b) of the Trust
Indenture Act. A Trustee who has resigned or been removed shall be subject to
Section 311(a) of the Trust Indenture Act to the extent indicated therein.

         Section 6.14 APPOINTMENT OF AUTHENTICATING AGENT. At any time when
any of the Securities remain Outstanding the Trustee may appoint an
Authenticating Agent or Agents with respect to one or more series of Securities
which shall be authorized to act on behalf of, and subject to the direction of,
the Trustee to authenticate Securities of such series issued upon exchange,
registration of transfer or partial redemption thereof or pursuant to Section
3.06, and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus (together with its parent) of not less
than $100,000,000 and subject to supervision or examination by federal or State
authority. If such Authenticating Agent



                                       47


publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such Authenticating Agent
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section,
such Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section.

Any corporation into which an Authenticating Agent may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which such Authenticating Agent shall be a party,
or any corporation succeeding to the corporate agency or corporate trust
business of an Authenticating Agent, shall continue to be an Authenticating
Agent, provided such corporation shall be otherwise eligible under this Section,
without the execution or filing of any paper or any further act on the part of
the Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written notice thereof
to the Trustee and to the Company. The Trustee may at any time terminate the
agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation as negotiated between the Company and such
Authenticating Agent for its services under this Section.

If an appointment with respect to one or more series is made pursuant to this
Section, the Securities of such series may have endorsed thereon, in addition to
the Trustee's certificate of authentication, an alternate certificate of
authentication in the following form:

                         Form of Authenticating Agent's
                          Certificate of Authentication

Dated:_________________

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.




                                       48


                                            --------------------------
                                            As Trustee

                                            By ________________________
                                                 As Authenticating Agent


                                            By ________________________
                                                 Authorized Signatory

         Section 6.15 COMPLIANCE WITH TAX LAWS. The Trustee hereby agrees
to comply with all U.S. Federal income tax information reporting and withholding
requirements applicable to it with respect to payments of premium (if any) and
interest on the Securities of any series, whether acting as Trustee, Security
Registrar, Paying Agent or otherwise with respect to the Securities of any
series.

                                    ARTICLE 7

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

         Section 7.01 COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
HOLDERS. The Company will furnish or cause to be furnished to the Trustee:

                  (a) semi-annually, not later than 15 days after the
Regular Record Date for each series of Securities, a list, in such form as the
Trustee may reasonably require, of the names and addresses of the Holders of
Securities as of such Regular Record Date (unless the Trustee has such
information), or if there is no Regular Record Date for interest for such series
of Securities, semi-annually, upon such dates as are set forth in the Board
Resolution or indenture supplemental hereto authorizing such series, and

                  (b) at such other times as the Trustee may request in
writing, within 30 days after the receipt by the Company of any such request, a
list of similar form and content as of a date not more than 15 days prior to the
time such list is furnished;

provided, however, that so long as the Trustee is the Security Registrar, no
such list shall be required to be furnished.

         Section 7.02 PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

                  (a) The Trustee shall preserve, in as current a form as
is reasonably practicable, the names and addresses of Holders contained in the
most recent list furnished to the Trustee as provided in Section 7.01 and the
names and addresses of Holders received by the Trustee in its capacity as
Security Registrar. The Trustee may destroy any list furnished to it as provided
in Section 7.01 upon receipt of a new list so furnished.




                                       49


                  (b) If three or more Holders (herein referred to as
"APPLICANTS") apply in writing to the Trustee, and furnish to the Trustee
reasonable proof that each such applicant has owned a Security for a period of
at least six months preceding the date of such application, and such application
states that the applicants desire to communicate with other Holders with respect
to their rights under this Indenture or under the Securities and is accompanied
by a copy of the form of proxy or other communication which such applicants
propose to transmit, then the Trustee shall, within five Business Days after the
receipt of such application, at its election, either:

                           (i) afford such applicants access to the information
preserved at the time by the Trustee in accordance with Section 7.02(a); or

                           (ii) inform such applicants as to the approximate
number of Holders whose names and addresses appear in the information preserved
at the time by the Trustee in accordance with Section 7.02(a), and as to the
approximate cost of mailing to such Holders the form of proxy or other
communication, if any, specified in such application.

If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder whose name and address appears in the information preserved
at the time by the Trustee in accordance with Section 7.02(a) a copy of the form
of proxy or other communication which is specified in such request, with
reasonable promptness after a tender to the Trustee of the material to be mailed
and of payment, or provision for the payment, of the reasonable expenses of
mailing, unless within five days after such tender the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interests of the Holders
or would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, after opportunity for a hearing
upon the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find,
after notice and opportunity for hearing, that all objections so sustained have
been met and shall enter an order so declaring, the Trustee shall mail copies of
such material to all such Holders with reasonable promptness after the entry of
such order and the renewal of such tender; otherwise the Trustee shall be
relieved of any obligation or duty to such applicants respecting their
application.

                  (c) Every Holder of Securities, by receiving and holding
the same, agrees with the Company and the Trustee that neither the Company nor
the Trustee nor any agent of either of them shall be held accountable by reason
of the disclosure of any such information as to the names and addresses of the
Holders in accordance with Section 7.02(b), regardless of the source from which
such information was derived, and that the Trustee shall not be held accountable
by reason of mailing any material pursuant to a request made under Section
7.02(b).

         Section 7.03 REPORTS BY TRUSTEE.




                                       50


                  (a) Within 60 days after ______ of each year commencing
with the year 200_, the Trustee shall transmit by mail to all Holders of
Securities as provided in Section 313(c) of the Trust Indenture Act, a brief
report dated as of ______, if required by and in compliance with Section 313(a)
of the Trust Indenture Act. The Trustee shall also comply with Section 313(b) of
the Trust Indenture Act.

                  (b) A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange or
inter-dealer quotation system upon which any Securities are listed, with the
Commission and with the Company. The Company will notify the Trustee when any
Securities are listed on any stock exchange or any inter-dealer quotation
system.

         Section 7.04 REPORTS BY COMPANY.  The Company shall:

                  (1) file with the Trustee, within 15 days after the
Company is required to file the same with the Commission, copies of the annual
reports and of the information, documents and other reports (or copies of such
portions of any of the foregoing as the Commission may from time to time by
rules and regulations prescribe) which the Company may be required to file with
the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or,
if the Company is not required to file information, documents or reports
pursuant to either of said Sections, then it shall file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from time to
time by the Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of the
Exchange Act in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and
regulations;

                  (2) file with the Trustee and the Commission, in
accordance with rules and regulations prescribed from time to time by the
Commission, such additional information, documents and reports with respect to
compliance by the Company with the conditions and covenants of this Indenture as
may be required from time to time by such rules and regulations;

                  (3) transmit or cause to be transmitted by mail to all
Holders, as their names and addresses appear in the Security Register, (a) as
promptly as reasonably practicable following the furnishing of the same to its
stockholders, the Company's annual report to stockholders, containing certified
financial statements, and any other financial reports which the Company
generally furnishes to its stockholders, and (b) within 30 days after the filing
thereof with the Trustee, such summaries of any other information, documents and
reports required to be filed by the Company pursuant to paragraphs (1) and (2)
of this Section as may be required by rules and regulations prescribed from time
to time by the Commission; and

                  (4) furnish to the Trustee, on ___________ of each year,
a brief certificate from the principal executive officer, principal financial
officer or principal accounting officer as to his or her knowledge of the
Company's compliance with all conditions and covenants under this Indenture. For
purposes of this paragraph, such compliance shall be determined without regard
to any period of grace or requirement of notice provided under this Indenture.
Such certificate need not comply with Section 1.02.




                                       51


                                    ARTICLE 8

                 CONSOLIDATION, MERGER, LEASE, SALE OR TRANSFER

         Section 8.01 WHEN COMPANY MAY MERGE, ETC. Except as may be
otherwise provided as contemplated by Section 3.01 relating to Securities of a
series, the Company shall not consolidate with, or merge with or into, any other
Person (whether or not the Company shall be the surviving corporation or
entity), or convey, transfer or lease all or substantially all of its properties
and assets as an entirety or substantially as an entirety to any Person or group
of affiliated Persons, in one transaction or a series of related transactions,
unless:

                  (1) either the Company shall be the continuing Person or
the Person (if other than the Company) formed by such consolidation or with
which or into which the Company is merged or the Person (or group of affiliated
Persons) to which all or substantially all the properties and assets of the
Company as an entirety or substantially as an entirety are conveyed, transferred
or leased shall be a corporation or other entity (group of affiliated
corporations or entities) organized and existing under the laws of the United
States of America or any State thereof or the District of Columbia and shall
expressly assume, by an indenture supplemental hereto, executed and delivered to
the Trustee, in form reasonably satisfactory to the Trustee, all the obligations
of the Company under the Securities and this Indenture; and

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

Notwithstanding the foregoing, the Company may (a) consolidate with, or merge
with or into, an Affiliate incorporated for the purpose incorporating the
Company in another jurisdiction and/or (b) convey, transfer or lease all or
substantially all of its properties and assets as an entirety or substantially
as an entirety to any Subsidiary or Subsidiaries, in one transaction or a series
of related transactions.

         Section 8.02 OPINION OF COUNSEL. The Company shall deliver to the
Trustee prior to the proposed transaction(s) covered by Section 8.01 an
Officers' Certificate and an Opinion of Counsel stating that the transaction(s)
and such supplemental indenture comply with this Indenture and that all
conditions precedent to the consummation of the transaction(s) under this
Indenture have been met.

         Section 8.03 SUCCESSOR CORPORATION SUBSTITUTED. Upon any
consolidation by the Company with or merger by the Company into any other
corporation or other entity or any conveyance, transfer or lease all or
substantially all of the property and assets of the Company in accordance with
Section 8.01, the successor corporation or other entity formed by such
consolidation or into which the Company is merged or the successor corporation
or entity or affiliated group of corporations or entities to which such lease,
sale, assignment or transfer 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 corporation or corporations or entity or
entities had been named as the Company herein, and thereafter, except




                                       52


in the case of a lease, the predecessor corporation or corporations or entity or
entities shall be relieved of all obligations and covenants under this Indenture
and the Securities and in the event of such conveyance or transfer, except in
the case of a lease, any such predecessor corporation may be dissolved and
liquidated.

                                    ARTICLE 9

                             SUPPLEMENTAL INDENTURES

         Section 9.01 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.
Without notice to or the consent of any Holders, the Company, when authorized by
a Board Resolution, and the Trustee, at any time and from time to time, may
enter into one or more indentures supplemental hereto, in form reasonably
satisfactory to the Trustee, for any of the following purposes:

                  (1) to evidence the succession of another corporation to the
Company and the assumption by any such successor of the covenants of the Company
herein and in the Securities; or

                  (2) to add to the covenants of the Company for the
benefit of the Holders of all or any series of Securities (and if such covenants
are to be for the benefit of less than all series of Securities, stating that
such covenants are expressly being included solely for the benefit of such
series) or to surrender any right or power herein conferred upon the Company; or

                  (3) to add any additional Events of Default with respect to
all or any series of Securities; or

                  (4) to add or change any of the provisions of this Indenture
to such extent as shall be necessary to permit or facilitate the issuance of
Securities in bearer form, registrable or not registrable as to principal, and
with or without interest coupons; or

                  (5) to change or eliminate any of the provisions of this
Indenture, provided that any such change or elimination shall become effective
only when there is no Security Outstanding of any series created prior to the
execution of such supplemental indenture which is entitled to the benefit of
such provision; or

                  (6) to secure the Securities; or

                  (7) to establish the form or terms of Securities of any series
as permitted by Sections 2.01 and 3.01; or

                  (8) to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect to the Securities of
one or more series and to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, pursuant to the requirements
of Section 6.11(b); or




                                       53


                  (9) to cure any ambiguity, defect or inconsistency or to
correct or supplement any provision herein which may be inconsistent with any
other provision herein; or

                  (10) to make any change that does not materially adversely
affect the interests of the Holders of Securities of any series then
Outstanding; or

                  (11) to add Guarantees with respect to any or all of the
Securities; or

                  (12) to provide for uncertificated Securities in addition
to or in place of certificated Securities (provided that the uncertificated
Securities are issued in registered form for purposes of Section 163(f) of the
Internal Revenue Code or in a manner such that the uncertificated Securities are
described in Section 163(f)(2)(B) of such Code).

Upon request of the Company, accompanied by a Board Resolution authorizing the
execution of any such supplemental indenture, and upon receipt by the Trustee of
the documents described in (and subject to the last sentence of) Section 9.03,
the Trustee shall join with the Company in the execution of any supplemental
indenture authorized or permitted by the terms of this Indenture.

         Section 9.02 SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. With
the written consent of the Holders of a majority in aggregate principal amount
of the Outstanding Securities of each series affected by such supplemental
indenture (with the Securities of each series voting as a class), by Act of said
Holders delivered to the Company and the Trustee, the Company, when authorized
by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,

                  (1) change the Stated Maturity of the principal of, or
premium, if any, or any installment of principal of or premium, if any, or
interest on, any Security, or reduce the principal amount thereof or the rate of
interest thereon or any premium payable upon the redemption, repurchase or
repayment thereof, or change the manner in which the amount of any principal
thereof or premium, if any, or interest thereon is determined, or reduce the
amount of the principal of any Original Issue Discount Security that would be
due and payable upon a declaration of acceleration of the Maturity thereof
pursuant to Section 5.02, or change any Place of Payment where, or the coin or
currency or currency unit in which, any Security or any premium or 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);

                  (2) reduce the percentage in principal amount of the
Outstanding Securities of any series, the consent of whose Holders is required
for any such supplemental indenture, or the consent of whose Holders is required
for any waiver of compliance with certain provisions of this Indenture or
Defaults or Events of Default hereunder and their consequences provided for in
this Indenture; or



                                       54


                  (3) modify any of the provisions of this Section, Section
5.13 or Section 10.06, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived without
the consent of the Holder of each Outstanding Security affected thereby;
provided, however, that this clause shall not be deemed to require the consent
of any Holder with respect to changes in the references to "the Trustee" and
concomitant changes in this Section and Section 10.06, or the deletion of this
proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8).

A supplemental indenture which changes or eliminates any covenant or other
provisions of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

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

         Section 9.03 EXECUTION OF SUPPLEMENTAL INDENTURES. The Trustee
shall sign any supplemental indenture authorized pursuant to this Article,
subject to the last sentence of this Section 9.03. In executing, or accepting
the additional trusts created by, any supplemental indenture permitted by this
Article or the modifications thereby of the trusts created by this Indenture,
the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be
fully protected in relying upon, an Officers' Certificate and an Opinion of
Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture. The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture which affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise.

         Section 9.04 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.

         Section 9.05 CONFORMITY WITH TRUST INDENTURE ACT. Every
supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act as then in effect.

         Section 9.06 REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.
Securities of any series 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 of any series 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



                                       55


Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series.

                                   ARTICLE 10

                                    COVENANTS

         Section 10.01 PAYMENTS OF SECURITIES. With respect to each series
of Securities, the Company will duly and punctually pay the principal of (and
premium, if any) and interest on such Securities in accordance with their terms
and this Indenture, and will duly comply with all the other terms, agreements
and conditions contained in, or made in the Indenture for the benefit of, the
Securities of such series.

         Section 10.02 MAINTENANCE OF OFFICE OR AGENCY. The Company will
maintain an office or agency in each Place of Payment where Securities may be
surrendered for registration of transfer or exchange or for presentation for
payment, where notices and demands to or upon the Company in respect of the
Securities and this Indenture may be served. The Company will give prompt
written notice to the Trustee of the location, and any change in location, of
such office or agency. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the address of the Trustee as set forth in Section 1.05 hereof.

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. The Company
will give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or agency.

         Section 10.03 COMPLIANCE CERTIFICATES.

                  (a) The Company shall deliver to the Trustee within 90
days after the end of each fiscal year of the Company (which fiscal year
currently ends on December 31, an Officers' Certificate stating whether or not
the signer knows of any Default or Event of Default by the Company that occurred
prior to the end of the fiscal year and is then continuing. If the signer does
know of such a Default or Event of Default, the certificate shall describe each
such Default or Event of Default and its status and the specific section or
sections of this Indenture in connection with which such Default or Event of
Default has occurred. The Company shall also promptly notify the Trustee in
writing should the Company's fiscal year be changed so that the end thereof is
on any date other than the date on which the Company's fiscal year currently
ends. The certificate need not comply with Section 1.02 hereof, but shall comply
with Section 314(a)(4) of the Trust Indenture Act.

                  (b) The Company shall deliver to the Trustee, within 10
days after the occurrence thereof, notice of any acceleration which with the
giving of notice and the lapse of time would be an Event of Default within the
meaning of Section 5.01(5) hereof.




                                       56


                  (c) The Company shall deliver to the Trustee forthwith
upon becoming aware of a Default or Event of Default (but in no event later than
10 days after the occurrence of each Default or Event of Default that is
continuing), an Officers' Certificate setting forth the details of such Default
or Event of Default and the action that the Company proposes to take with
respect thereto and the specific section or sections of this Indenture in
connection with which such Default or Event of Default has occurred.

         Section 10.04 WAIVER OF STAY, EXTENSION OR USURY LAWS. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim, and will actively
resist any and all efforts to be compelled to 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 from paying all or any portion of the principal of and/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)
the Company 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.

         Section 10.05 MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST. If
the Company shall at any time act as its own Paying Agent with respect to any
series of Securities, it will, on or before each due date of the principal of
(and premium, if any) or interest on any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal (and premium, if any) or interest so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided and will promptly notify the Trustee of its action or
failure so to act.

Whenever the Company shall have one or more Paying Agents for any series of
Securities, it will, on or prior to each due date of the principal of (and
premium, if any) or interest on any Securities of that series, deposit with a
Paying Agent a sum sufficient to pay the principal (and premium, if any) or
interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its action
or failure to so act.

The Company will cause each Paying Agent for any series of Securities (other
than the Trustee) to execute and deliver to the Trustee an instrument in which
such Paying Agent shall agree with the Trustee, subject to the provisions of
this Section, that such Paying Agent will:

                  (1) hold all sums held by it for the payment of the
principal of (and premium, if any) or interest on Securities of that series in
trust for the benefit of the Persons entitled thereto until such sums shall be
paid to such Persons or otherwise disposed of as herein provided;

                  (2) give the Trustee notice of any default by the Company
(or any other obligor upon the Securities of that series) in the making of any
payment of principal (and premium, if any) or interest on the Securities of that
series; and




                                       57


                  (3) at any time during the continuance of any such
default, upon the written request of the Trustee, forthwith pay to the Trustee
all sums so held in trust by such Paying Agent.

The Company may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or by Company Order
direct any Paying Agent to pay, to the Trustee all sums held in trust by the
Company or such Paying Agent, such sums to be held by the Trustee upon the same
trusts as those upon which such sums were held by the Company or such Paying
Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying
Agent shall be released from all further liability with respect to such money.

Any money deposited with the Trustee or any Paying Agent, or then held by the
Company, in trust for the payment of the principal of (and premium, if any) or
interest on any Security of any series and remaining unclaimed for one year
after such principal (and premium, if any) or interest has become due and
payable shall, subject to any applicable escheat laws, be paid to the Company on
Company Request, or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee of such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in a
newspaper published in the English language, customarily published on each
Business Day and of general circulation in _________________, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.

         Section 10.06 WAIVER OF CERTAIN COVENANTS. The Company may omit in
any particular instance to comply with any term, provision or condition set
forth in Article 8, Article 10 (other than Sections __ or __) or any covenant
specified as contemplated under Section 3.01 with respect to the Securities of
any series if before the time for such compliance the Holders of not less than a
majority in principal amount of the Outstanding Securities of such series shall,
by Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such term, provision or condition, but no such
waiver shall extend to or affect such term, provision or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect.

                                   ARTICLE 11

                            REDEMPTION OF SECURITIES

         Section 11.01 APPLICABILITY OF ARTICLE. Securities of any series
which are redeemable before their Stated Maturity shall be redeemable in
accordance with their terms and (except as




                                       58


otherwise specified as contemplated by Section 3.01 for Securities of any
series) in accordance with this Article.

         Section 11.02 ELECTION TO REDEEM; NOTICE TO TRUSTEE. The election
of the Company to redeem any Securities shall be evidenced by a Board
Resolution. In case of any redemption at the election of the Company of less
than all the Securities of any series, the Company shall, at least 30 and not
more than 60 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date and of the principal amount of Securities of such series to be
redeemed. In the case of any redemption of Securities prior to the expiration of
any restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction.

         Section 11.03 SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED. If
less than all the Securities of any series are to be redeemed, the particular
Securities to be redeemed shall be selected prior to the giving of the
applicable notice of redemption to Holders by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, substantially
pro rata, by lot or by any other method as the Trustee considers fair and
appropriate and that complies with the requirements of the principal national
securities exchange, if any, on which such Securities are listed, and which may
provide for the selection for redemption of portions (equal to the minimum
authorized denomination for Securities of that series or any integral multiple
thereof) of the principal amount of Securities of such series of a denomination
larger than the minimum authorized denomination for Securities of that series;
provided that in case the Securities of such series have different terms and
maturities, the Securities to be redeemed shall be selected by the Company and
the Company shall give notice thereof to the Trustee.

The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.

For all purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of the Securities shall relate, in the
case of any Securities redeemed or to be redeemed only in part, to the portion
of the principal amount of such Securities which has been or is to be redeemed.

         Section 11.04 NOTICE OF REDEMPTION. Notice of redemption shall be
given by first-class mail, postage prepaid, mailed not less than 30 nor more
than 45 days prior to the Redemption Date, to each Holder of Securities to be
redeemed, at his address appearing in the Security Register.

         All notices of redemption shall state:

                  (1) the Redemption Date;

                  (2) the Redemption Price;



                                       59



                  (3) if less than all the Outstanding Securities of any
series are to be redeemed, the identification (and, in the case of partial
redemption, the principal amounts) of the particular Securities to be redeemed;

                  (4) that on the Redemption Date the Redemption Price will
become due and payable upon each such Security to be redeemed and, if
applicable, that interest thereon will cease to accrue on and after said date;

                  (5) the place or places where such Securities are to be
surrendered for payment of the Redemption Price;

                  (6) that the redemption is for a sinking fund, if such is the
case; and

                  (7) the CUSIP number, if any, of the Securities to be
redeemed.

Notice of redemption of Securities to be redeemed at the election of the Company
shall be given by the Company or, at the Company's request, by the Trustee in
the name and at the expense of the Company.

         Section 11.05 DEPOSIT OF REDEMPTION PRICE. On or prior to any
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 10.05) an amount of money sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on, all the Securities which are to be redeemed
on that date.

Unless any Security by its terms prohibits any sinking fund payment obligation
from being satisfied by delivering and crediting Securities (including
Securities redeemed otherwise than through a sinking fund), the Company may
deliver such Securities to the Trustee for crediting against such payment
obligation in accordance with the terms of such Securities and this Indenture.

         Section 11.06 SECURITIES PAYABLE ON REDEMPTION DATE. Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest. Upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be paid by the
Company at the Redemption Price, together with accrued interest to the
Redemption Date; provided, however, that installments of interest whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such at
the close of business on the relevant Regular or Special Record Dates according
to their terms and the provisions of Section 3.07.




                                       60


If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal (and premium, if any) shall, until paid,
bear interest from the Redemption Date at the rate prescribed therefor in the
Security.

         Section 11.07 SECURITIES REDEEMED IN PART. Any Security which is to
be redeemed only in part shall be surrendered at an office or agency of the
Company at a Place of Payment therefor (with, if the Company or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or his attorney duly authorized in writing), 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 the same series and
Stated Maturity, of any authorized denomination as requested by such Holder, in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Security so surrendered.

                                   ARTICLE 12

                                  SINKING FUNDS

         Section 12.01 APPLICABILITY OF ARTICLE. The provisions of this
Article shall be applicable to any sinking fund for the retirement of Securities
of a series, except as otherwise specified as contemplated by Section 3.01 for
Securities of such series.

The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "MANDATORY SINKING FUND
PAYMENT," and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "OPTIONAL SINKING
FUND PAYMENT." If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 12.02. Each sinking fund payment shall be applied to the redemption
of Securities of any series as provided for by the terms of Securities of such
series.

         Section 12.02 SATISFACTION OF SINKING FUND PAYMENTS WITH
SECURITIES. The Company (1) may deliver Securities of a series (other than any
Securities previously called for redemption) and (2) may apply as a credit
Securities of a series which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
series; provided that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

         Section 12.03 REDEMPTION OF SECURITIES FOR SINKING FUND. Not less
than 45 days (or such shorter period reasonably acceptable to the Trustee) prior
to each sinking fund payment date for any series of Securities, the Company will
deliver to the Trustee an Officers' Certificate specifying the amount of the
next ensuing sinking fund payment for that series pursuant to the



                                       61


terms of that series, the portion thereof, if any, which is to be satisfied by
payment of cash and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities of that series pursuant to Section 12.02 and
will also deliver to the Trustee any Securities to be so delivered (which have
not been previously delivered). Not less than 30 days before each such sinking
fund payment date the Trustee shall select the Securities to be redeemed upon
such sinking fund payment date in the manner specified in Section 11.03 and
cause notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 11.04. Such notice
having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Sections 11.06 and 11.07.

                                   ARTICLE 13

                       DEFEASANCE AND COVENANT DEFEASANCE

         Section 13.01 APPLICABILITY OF ARTICLE; COMPANY'S OPTION TO EFFECT
DEFEASANCE OR COVENANT DEFEASANCE. Unless as otherwise specified as contemplated
by Section 3.01 for Securities of such series, provision is made for the
inapplicability of, in whole or in part, or any modification to, either or both
of (a) defeasance of the Securities of a series under Section 13.02 or (b)
covenant defeasance of the Securities of a series under Section 13.03, then the
provisions of such Section or Sections, as the case may be, together with the
other provisions of this Article, shall be applicable to the Securities of such
series and the Company may at its option by Board Resolution, at any time, with
respect to the Securities of such series elect to have either Section 13.02
(unless inapplicable) or Section 13.03 (unless inapplicable) be applied to the
Outstanding Securities of such series upon compliance with the applicable
conditions set forth below in this Article.

         Section 13.02 DEFEASANCE AND DISCHARGE. Upon the Company's exercise
of the option provided in Section 13.01 to defease the Outstanding Securities of
a particular series, the Company shall be discharged from its obligations with
respect to the Outstanding Securities of such series on the date the applicable
conditions set forth in Section 13.04 are satisfied (hereinafter, "DEFEASANCE").
Defeasance shall mean that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by the Outstanding Securities of
such series and to have satisfied all its other obligations under such
Securities and this Indenture insofar as such Securities are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same); provided, however, that the following rights,
obligations, powers, trusts, duties and immunities shall survive until otherwise
terminated or discharged hereunder: (A) the rights of Holders of Outstanding
Securities of such series to receive, solely from the trust fund provided for in
Section 13.04, payments in respect of the principal of (and 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 3.04, 3.05, 3.06,
10.02 and 10.05, (C) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and (D) this Article. Subject to compliance with this Article,
the Company may exercise its option with respect to defeasance under this
Section 13.02 notwithstanding the prior exercise of its option with respect to
covenant defeasance under Section 13.03 in regard to the Securities of such
series.




                                       62


         Section 13.03 COVENANT DEFEASANCE. Upon the Company's exercise of
the option provided in Section 13.01 to obtain a covenant defeasance with
respect to the Outstanding Securities of a particular series, the Company shall
be released from its obligations under this Indenture and any applicable
supplemental indenture (except its obligations under Sections 3.04, 3.05, 3.06,
5.06, 5.09, 6.10, 10.01, 10.02, 10.03, 10.04 and 10.05) with respect to the
Outstanding Securities of such series on and after the date the applicable
conditions set forth in Section 13.04 are satisfied (hereinafter, "COVENANT
DEFEASANCE"). Covenant defeasance shall mean that, with respect to the
Outstanding Securities of such series, the Company may omit to comply with and
shall have no liability in respect of any term, condition or limitation set
forth in this Indenture and any applicable supplemental indenture (except its
obligations under Sections 3.04, 3.05, 3.06, 5.06, 5.09, 6.10, 10.01, 10.02,
10.03, 10.04 and 10.05), whether directly or indirectly by reason of any
reference elsewhere herein or by reason of any reference to any other provision
herein or in any other document, and such omission to comply shall not
constitute an Event of Default under Section 5.01(4) or any such supplemental
indenture with respect to Outstanding Securities of such series, and the
remainder of this Indenture and of the Securities of such series shall be
unaffected thereby.

         Section 13.04 CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE. The
following shall be the conditions to defeasance under Section 13.02 and covenant
defeasance under Section 13.03 with respect to the Outstanding Securities of a
particular series:

                  (1) The Company shall irrevocably have deposited or
caused to be deposited with the Trustee (or another trustee satisfying the
requirements of Section 6.09 who shall agree to comply with the provisions of
this Article applicable to it), under the terms of an irrevocable trust
agreement in form and substance reasonably satisfactory to such Trustee, 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) money 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 the
due date of any payment, money in an amount, or (C) a combination thereof, in
each case sufficient, after payment of all federal, state and local taxes or
other charges or assessments in respect thereof payable by the Trustee, 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 Trustee (or other qualifying
trustee) to pay and discharge, (i) the principal of (and premium, if any, on)
and each installment of principal of (and premium, if any) and interest on the
Outstanding Securities of such series on the Stated Maturity of such principal
or installment of principal or interest and (ii) any mandatory sinking fund
payments or analogous payments applicable to the Outstanding Securities of such
series on the day on which such payments are due and payable in accordance with
the terms of this Indenture and of such Securities.

                  (2) No Default or Event of Default with respect to the
Securities of such series shall have occurred and be continuing on the date of
such deposit or shall occur as a result of such deposit.




                                       63


                  (3) Such deposit, defeasance or covenant defeasance shall
not result in a breach or violation of, or constitute a default under, any other
material debt agreement or instrument to which the Company is a party or by
which it is bound.

                  (4) In the case of an election with respect to Section
13.02, the Company shall have delivered to the Trustee either (a) a ruling
directed to the Trustee received from the Internal Revenue Service to the effect
that the Holders of the Outstanding Securities of such series will not recognize
income, gain or loss for federal income tax purposes as a result of such
defeasance and will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such defeasance
had not occurred or (B) an Opinion of Counsel, based on such ruling or on a
change in the applicable federal income tax law since the date of this
Indenture, in either case to the effect that, and based thereon such opinion
shall confirm that, the Holders of the Outstanding Securities of such series
will not recognize income, gain or loss for federal income tax purposes as a
result of such defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such defeasance had not occurred.

                  (5) In the case of an election with respect to Section
13.03, the Company shall have delivered to the Trustee an Opinion of Counsel or
a ruling directed to the Trustee received from the Internal Revenue Service to
the effect that the Holders of the Outstanding Securities of such series 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.

                  (6) Such defeasance or covenant defeasance shall be
effected in compliance with any additional terms, conditions or limitations
which may be imposed on the Company in connection therewith pursuant to Section
3.01.

                  (7) The Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for relating to either the defeasance under
Section 13.02 or the covenant defeasance under Section 13.03 (as the case may
be) have been complied with.

         Section 13.05 DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD
IN TRUST. Subject to the provisions of the last paragraph of Section 10.05, all
money and Government Obligations (including the proceeds thereof) deposited with
the Trustee (or other qualifying trustee, collectively for purposes of this
Section 13.05, the "TRUSTEE") pursuant to Section 13.04 in respect of the
Outstanding Securities of a particular series shall be held in trust and applied
by the Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own 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 (and premium, if any) and interest, but such
money need not be segregated from other funds except to the extent required by
law.




                                       64


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 13.04 or the principal and interest received in respect
thereof, other than any such tax, fee or other charge which by law is for the
account of the Holders of the Outstanding Securities of such series.

Anything in this Article to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon Company Request any money
or Government Obligations held by it as provided in Section 13.04 with respect
to Securities of any series which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, are in excess of the amount thereof which
would then be required to be deposited for the purpose for which such money or
Government Obligations were deposited.

         Section 13.06 REINSTATEMENT. If the Trustee or the Paying Agent is
unable to apply any money or U.S. Government Obligations, as the case may be, in
accordance with this Article with respect to any Securities by reason of any
order or judgment of court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 13.02 or 13.03 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money or U.S. Government Obligations, as the case may be, held in trust
pursuant to Section 13.05 with respect to such Securities in accordance with
this Article; provided, however, that if the Company makes any payment of
principal of or any premium or interest on any such Security following such
reinstatement of its obligations, the Company shall be subrogated to the rights
(if any) of the Holders of such Securities to receive such payment from the
money or U.S. Government Obligations, as the case may be, so held in trust.

                                   ARTICLE 14

                                   GUARANTEES

         Section 14.01 GUARANTEE. Any series of Securities may be guaranteed
by one or more of the Guarantors. The terms and the form of any such Guarantee
will be established in the manner contemplated by Section 3.01 for that
particular series of Securities.




                                       65



         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, all as of the day and year first above written.

                              REGENT COMMUNICATIONS, INC.


                              By: _______________________________________
                                  Name: _________________________________
                                  Title:___________________________________

Attest:

- ----------------------
Name:_________________
Title:__________________


                              [-------------------]
                              as Trustee


                              By: ________________________________________
                                  Name: __________________________________
                                  Title:____________________________________

Attest:

- ------------------------
Name: __________________
Title: ____________________


                              [GUARANTOR]


                              By: __________________________________
                              Name: ________________________________
                              Title: _________________________________


Attest: ______________________
Name: ______________________
Title: _______________________



                                       66

EX-4.36

EXHIBIT 4.36





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


                           REGENT COMMUNICATIONS, INC.

                                       AND


                                  --------------,


                                     TRUSTEE





                       FORM OF SUBORDINATED DEBT INDENTURE


                    GUARANTEED TO THE EXTENT SET FORTH HEREIN
                         BY THE GUARANTORS NAMED HEREIN


                         DATED AS OF ____________, 200_








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







                           REGENT COMMUNICATIONS, INC.

           Reconciliation and tie between Trust Indenture Act of 1939
                 and Indenture, dated as of ______________, 200_


          TRUST INDENTURE ACT SECTION                 INDENTURE SECTION
                     310(a)(1)                              6.09
                        (a)(2)                              6.09
                        (a)(3)                              Not Applicable
                        (a)(4)                              Not Applicable
                        (b)                                 6.08, 6.10
                     311(a)                                 6.13
                        (b)                                 6.13
                        (b)(2)                              7.03(a), 7.03(b)
                     312(a)                                 7.01, 7.02(a)
                        (b)                                 7.02(b)
                        (c)                                 7.02(c)
                     313(a)                                 7.03(a)
                        (b)                                 7.03(a)
                        (c)                                 7.03(a), 7.03(b)
                        (d)                                 7.03(b)
                     314(a)                                 7.04
                        (b)                                 Not Applicable
                        (c)(1)                              1.02
                        (c)(2)                              1.02
                        (c)(3)                              Not Applicable
                        (d)                                 Not Applicable
                        (e)                                 1.02
                     315(a)                                 6.01(a)
                        (b)                                 6.02, 7.03(a)
                        (c)                                 6.01(b)
                        (d)                                 6.01(c)
                        (d)(1)                              6.01(a), 6.01(c)
                        (d)(2)                              6.01(c)
                        (d)(3)                              6.01(c)
                        (e)                                 5.14
                     316(a)(1)(A)                           5.12
                        (a)(1)(B)                           5.02, 5.13
                        (a)(2)                              Not Applicable
                        (b)                                 5.08
                        (c)                                 1.04(e)
                     317(a)(1)                              5.03
                        (a)(2)                              5.04
                        (b)                                 10.05
                     318(a)                                 1.07







                                TABLE OF CONTENTS


                                                                                                               PAGE
                                                                                                               ----

                                                                                                            
ARTICLE 1      DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION............................................1

   Section 1.01     Definitions...................................................................................1
   Section 1.02     Compliance Certificates and Opinions..........................................................8
   Section 1.03     Form of Documents Delivered to Trustee........................................................9
   Section 1.04     Acts of Holders..............................................................................10
   Section 1.05     Notices, Etc., to Trustee and Company........................................................11
   Section 1.06     Notice to Holders; Waiver....................................................................12
   Section 1.07     Conflict with Trust Indenture Act............................................................12
   Section 1.08     Effect of Headings and Table of Contents.....................................................12
   Section 1.09     Successors and Assigns.......................................................................12
   Section 1.10     Separability Clause..........................................................................12
   Section 1.11     Benefits of Indenture........................................................................13
   Section 1.12     Governing Law................................................................................13
   Section 1.13     Legal Holidays...............................................................................13
   Section 1.14     No Recourse Against Others...................................................................13
   Section 1.15     Judgment Currency............................................................................13
   Section 1.16     Counterparts.................................................................................14

ARTICLE 2      SECURITY FORMS....................................................................................14

   Section 2.01     Forms Generally..............................................................................14
   Section 2.02     Form of Face of Security.....................................................................14
   Section 2.03     Form of Reverse of Security..................................................................16
   Section 2.04     Form of Trustee's Certificate of Authentication..............................................21
   Section 2.05     Securities in Global Form....................................................................21
   Section 2.06     Form of Legend for the Securities in Global Form.............................................22

ARTICLE 3      THE SECURITIES....................................................................................22

   Section 3.01     Amount Unlimited; Issuable in Series.........................................................22
   Section 3.02     Denominations................................................................................25
   Section 3.03     Execution, Authentication, Delivery and Dating...............................................26
   Section 3.04     Temporary Securities.........................................................................27
   Section 3.05     Registration, Registration of Transfer and Exchange..........................................28
   Section 3.06     Mutilated, Destroyed, Lost and Stolen Securities.............................................30
   Section 3.07     Payment of Interest; Interest Rights Preserved...............................................31
   Section 3.08     Persons Deemed Owners........................................................................32
   Section 3.09     Cancellation.................................................................................33
   Section 3.10     Computation of Interest......................................................................33
   Section 3.11     CUSIP Number.................................................................................33
   Section 3.12     Wire Transfers...............................................................................33



                                       ii




                                                                                                             
ARTICLE 4      SATISFACTION AND DISCHARGE........................................................................33

   Section 4.01     Satisfaction and Discharge of Indenture......................................................33
   Section 4.02     Application of Trust Money...................................................................34
   Section 4.03     Application to a Specific Series of Securities...............................................35

ARTICLE 5      REMEDIES..........................................................................................35

   Section 5.01     Events of Default............................................................................35
   Section 5.02     Acceleration of Maturity; Rescission and Annulment...........................................37
   Section 5.03     Collection of Indebtedness and Suits for Enforcement by......................................37
   Section 5.04     Trustee May File Proofs of Claim.............................................................38
   Section 5.05     Trustee May Enforce Claims Without Possession of Securities..................................39
   Section 5.06     Application of Money Collected...............................................................39
   Section 5.07     Limitation on Suits..........................................................................40
   Section 5.08     Unconditional Right of Holders to Receive Principal, Premium and Interest....................40
   Section 5.09     Restoration of Rights and Remedies...........................................................40
   Section 5.10     Rights and Remedies Cumulative...............................................................41
   Section 5.11     Delay or Omission Not Waiver.................................................................41
   Section 5.12     Control by Holders...........................................................................41
   Section 5.13     Waiver of Past Defaults......................................................................41
   Section 5.14     Undertaking for Costs........................................................................42

ARTICLE 6      THE TRUSTEE.......................................................................................42

   Section 6.01     Certain Duties and Responsibilities of the Trustee...........................................42
   Section 6.02     Notice of Defaults...........................................................................42
   Section 6.03     Certain Rights of Trustee....................................................................43
   Section 6.04     Not Responsible for Recitals or Issuance of Securities.......................................44
   Section 6.05     May Hold Securities..........................................................................44
   Section 6.06     Money Held in Trust..........................................................................44
   Section 6.07     Compensation and Reimbursement...............................................................44
   Section 6.08     Disqualification; Conflicting Interests......................................................45
   Section 6.09     Corporate Trustee Required; Eligibility......................................................45
   Section 6.10     Resignation and Removal; Appointment of Successor............................................45
   Section 6.11     Acceptance of Appointment by Successor.......................................................47
   Section 6.12     Merger, Conversion, Consolidation or Succession to Business..................................48
   Section 6.13     Preferential Collection of Claims Against Company............................................48
   Section 6.14     Appointment of Authenticating Agent..........................................................48
   Section 6.15     Compliance with Tax Laws.....................................................................50

ARTICLE 7      HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY.................................................50

   Section 7.01     Company to Furnish Trustee Names and Addresses of Holders....................................50
   Section 7.02     Preservation of Information; Communications to Holders.......................................50
   Section 7.03     Reports by Trustee...........................................................................51
   Section 7.04     Reports by Company...........................................................................52




                                      iii





                                                                                                             
ARTICLE 8      CONSOLIDATION, MERGER, LEASE, SALE OR TRANSFER....................................................53

   Section 8.01     When Company May Merge, Etc..................................................................53
   Section 8.02     Opinion of Counsel...........................................................................53
   Section 8.03     Successor Corporation Substituted............................................................53

ARTICLE 9      SUPPLEMENTAL INDENTURES...........................................................................54

   Section 9.01     Supplemental Indentures Without Consent of Holders...........................................54
   Section 9.02     Supplemental Indentures with Consent of Holders..............................................55
   Section 9.03     Execution of Supplemental Indentures.........................................................56
   Section 9.04     Effect of Supplemental Indentures............................................................56
   Section 9.05     Conformity with Trust Indenture Act..........................................................56
   Section 9.06     Reference in Securities to Supplemental Indentures...........................................56
   Section 9.07     Subordination Unimpaired.....................................................................57

ARTICLE 10        COVENANTS......................................................................................57

   Section 10.01    Payments of Securities.......................................................................57
   Section 10.02    Maintenance of Office or Agency..............................................................57
   Section 10.03    Compliance Certificates......................................................................57
   Section 10.04    Waiver of Stay, Extension or Usury Laws......................................................58
   Section 10.05    Money for Securities Payments to Be Held in Trust............................................58
   Section 10.06    Waiver of Certain Covenants..................................................................59

ARTICLE 11        REDEMPTION OF SECURITIES.......................................................................60

   Section 11.01    Applicability of Article.....................................................................60
   Section 11.02    Election to Redeem; Notice to Trustee........................................................60
   Section 11.03    Selection by Trustee of Securities to Be Redeemed............................................60
   Section 11.04    Notice of Redemption.........................................................................60
   Section 11.05    Deposit of Redemption Price..................................................................61
   Section 11.06    Securities Payable on Redemption Date........................................................61
   Section 11.07    Securities Redeemed in Part..................................................................62

ARTICLE 12        SINKING FUNDS..................................................................................62

   Section 12.01    Applicability of Article.....................................................................62
   Section 12.02    Satisfaction of Sinking Fund Payments with Securities........................................62
   Section 12.03    Redemption of Securities for Sinking Fund....................................................63

ARTICLE 13        DEFEASANCE AND COVENANT DEFEASANCE.............................................................63

   Section 13.01    Applicability of Article; Company's Option to Effect Defeasance or Covenant Defeasance ......63
   Section 13.02    Defeasance and Discharge.....................................................................63
   Section 13.03    Covenant Defeasance..........................................................................64
   Section 13.04    Conditions to Defeasance or Covenant Defeasance..............................................64




                                       iv






                                                                                                             
   Section 13.05    Deposited Money and Government Obligations To Be Held in Trust...............................65
   Section 13.06    Reinstatement................................................................................66

ARTICLE 14        SUBORDINATION..................................................................................66

   Section 14.01    Securities Subordinated to Senior Debt.......................................................66
   Section 14.02    Payment over of Proceeds upon Dissolution, Etc...............................................66
   Section 14.03    No Payment When Senior Debt in Default.......................................................67
   Section 14.04    Payment Permitted If No Default..............................................................68
   Section 14.05    Subrogation to Rights of Holders of Senior Debt..............................................68
   Section 14.06    Provisions Solely to Define Relative Rights..................................................69
   Section 14.07    Trustee to Effectuate Subordination..........................................................69
   Section 14.08    No Waiver of Subordination Provisions........................................................69
   Section 14.09    Notice to Trustee............................................................................69
   Section 14.10    Reliance on Judicial Order or Certificate of Liquidating Agent...............................70
   Section 14.11    Trustee Not Fiduciary for Holders of Senior Debt.............................................70
   Section 14.12    Rights of Trustee as Holder of Senior Debt; Preservation of Trustee's Rights.................71
   Section 14.13    Article Applicable to Paying Agents..........................................................71

ARTICLE 15        GUARANTEES.....................................................................................71

   Section 15.01    Guarantee....................................................................................71





                                       v



         INDENTURE, dated as of ________________, 200_, between REGENT
COMMUNICATIONS, INC., a Delaware corporation (herein called the "COMPANY"), the
GUARANTORS listed on Schedule 1 hereto (herein called the "GUARANTORS") and
________________, a ______________ trust company, as Trustee (herein called the
"TRUSTEE").

                             RECITALS OF THE COMPANY

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its senior unsecured
debentures, notes or other evidences of indebtedness (herein called the
"SECURITIES"), to be issued in one or more series as in this Indenture provided.

         All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and ratable benefit of the Holders of the Securities, as follows:

                                    ARTICLE 1

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         Section 1.01 DEFINITIONS. For all purposes of this Indenture,
except as otherwise expressly provided or unless the context otherwise requires:

                  (1) the terms defined in this Article have the meanings
assigned to them in this Article and include the plural as well as the singular;

                  (2) all other terms used herein which are defined in the
Trust Indenture Act, either directly or by reference therein, or defined by
Commission rule and not otherwise defined herein, have the meanings assigned to
them therein;

                  (3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with GAAP;

                  (4) the word "INCLUDING" (and with correlative meaning
"INCLUDE") means including, without limiting the generality of, any description
preceding such term; and

                  (5) the words "HEREIN," "HEREOF" and "HEREUNDER" and
other words of similar import refer to this Indenture as a whole and not to any
particular Article, Section or other subdivision.






         "ACT" when used with respect to any Holder, has the meaning specified
in Section 1.04.

         "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 purposes of this definition, "CONTROL"
(including, with correlative meanings, the terms "CONTROLLING," "CONTROLLED BY"
and "UNDER COMMON CONTROL WITH"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" shall have correlative meanings.

         "AUTHENTICATING AGENT" means any Person authorized by the Trustee to
act on behalf of the Trustee to authenticate Securities.

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

         "BOARD OF DIRECTORS" means the board of directors of the Company;
provided, however, that when the context refers to actions or resolutions of the
Board of Directors, then the term "BOARD OF DIRECTORS" shall also mean any duly
authorized committee of the Board of Directors of the Company authorized to act
with respect to any particular matter to exercise the power of the Board of
Directors of the Company.

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

         "BUSINESS DAY" when used with respect to any Place of Payment or any
other particular location referred to in this Indenture or in the Securities of
any series, means each Monday, Tuesday, Wednesday, Thursday and Friday which is
not a day on which banking institutions in that Place of Payment are authorized
or obligated by law or regulation to close.

         "CAPITAL STOCK" means, with respect to any Person, any and all shares,
interests, participations, warrants, rights, options or other equivalents
(however designated) of capital stock or any other equity interest of such
Person, including each class of common stock and preferred stock.

         "COMMISSION" means the Securities and Exchange Commission, as from time
to time constituted, created under the Exchange Act, or, if at any time after
the execution of this instrument such Commission is not existing and performing
the duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

         "COMPANY" means the Person named as the "Company" in the first
paragraph of this Indenture until a successor corporation or other entity shall
have become such pursuant to the



                                       2


applicable provisions of this Indenture, and thereafter "Company" shall mean
such successor corporation.

         "COMPANY REQUEST" or "COMPANY ORDER" means a written request or order
signed in the name of the Company by any two Officers, at least one of whom must
be its Chairman of the Board, its Chief Executive Officer, its President, its
Chief Financial Officer, its Chief Accounting Officer, its Treasurer, an
Assistant Treasurer or its Controller, and delivered to the Trustee.

         "CORPORATE TRUST OFFICE" means the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered, which office at the date hereof is located at

         "COVENANT DEFEASANCE" has the meaning specified in Section 13.03.

         "CURRENCY UNIT" or "CURRENCY UNITS" shall mean any composite currency.

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

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

         "DEFAULTED INTEREST" has the meaning specified in Section 3.07.

         "DEFEASANCE" has the meaning specified in Section 13.02.

         "DEPOSITARY" means, with respect to the Securities of any series
issuable or issued in whole or in part in the form of one or more global
Securities, the Person designated as Depositary by the Company pursuant to
Section 3.01 until a successor Depositary shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Depositary" shall mean
or include each Person who is then a Depositary hereunder, and if at any time
there is more than one such Person, "Depositary" shall mean the Depositary with
respect to the Securities of that series.

         "DOLLARS" and "$" means lawful money of the United States of America.

         "EVENT OF DEFAULT" has the meaning specified in Section 5.01.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
from time to time, and the rules and regulations promulgated thereunder.

         "GAAP" means such accounting principles as are generally accepted in
the United States of America which are in effect on the date hereof.




                                       3


         "GUARANTEE" means the guarantee by any Guarantor of the obligations
under this Indenture.

         "HOLDER" or "SECURITYHOLDER" means a Person in whose name a Security is
registered in the Security Register.

         "INDEBTEDNESS" means, with respect to any Person (without duplication
for indebtedness or other obligations of such Person), any indebtedness of such
Person for money borrowed, whether incurred, assumed or guaranteed, and
including obligations under capitalized leases.

         "INDENTURE" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of particular series of Securities established as
contemplated hereunder.

         "INTEREST" when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity.

         "INTEREST PAYMENT DATE" when used with respect to any Security, means
the Stated Maturity of an installment of interest on such Security.

         "JUDGMENT CURRENCY" has the meaning specified in Section 1.15.

         "MATURITY" when used with respect to any Security, means the date on
which the principal of such Security or an installment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

         "__________ BANKING DAY" has the meaning specified in Section 1.15.

         "OFFICER" means, with respect to any Person, the Chairman of the Board,
the Chief Executive Officer, the President, the Chief Operating Officer, any
Vice President, the Chief Financial Officer, the Chief Accounting Officer, the
Treasurer, any Assistant Treasurer, the Controller, any Assistant Controller,
the Secretary or any Assistant Secretary of such Person.

         "OFFICERS' CERTIFICATE" means a certificate signed by any two Officers
of the Company, at least one of whom must be its Chief Executive Officer, its
President, its Chief Financial Officer, its Chief Accounting Officer, its
Treasurer or its Controller, and delivered to the Trustee.

         "OPINION OF COUNSEL" means a written opinion of counsel, who may be an
employee of or counsel for the Company, and who shall be reasonably acceptable
to the Trustee.

         "ORIGINAL ISSUE DISCOUNT SECURITY" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 5.02.




                                       4


         "OUTSTANDING" when used with respect to Securities or Securities of any
series, means, as of the date of determination, all such Securities theretofore
authenticated and delivered under this Indenture, except:

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

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

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

                  (iv) Securities which have been defeased pursuant to Section
13.02;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, or whether
sufficient funds are available for redemption or for any other purpose and for
the purpose of making the calculations required by Section 313 of the Trust
Indenture Act, (a) the principal amount of any Original Issue Discount Security
that shall be deemed to be Outstanding for such purposes shall be that portion
of the principal amount thereof that could be declared to be due and payable
upon the occurrence of an Event of Default and the continuation thereof pursuant
to the terms of such Original Issue Discount Security as of the date of such
determination, (b) the principal amount of a Security denominated in one or more
foreign currencies or currency units shall be the dollar equivalent, determined
in the manner provided as contemplated by Section 3.01 on the date of original
issuance of such Security, of the principal amount (or, in the case of an
Original Issue Discount Security, the dollar equivalent on the date of original
issuance of such Security of the amount determined as provided in (a) above) of
such Security, and (c) Securities owned by the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which the
Trustee knows to be so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.




                                       5


         "PAYING AGENT" means any Person authorized by the Company to pay the
principal of, premium, if any, or interest on any Securities on behalf of the
Company. The Company may act as Paying Agent with respect to any Securities
issued hereunder.

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

         "PLACE OF PAYMENT" when used with respect to the Securities of any
series, means the place or places where the principal of (and premium, if any)
and interest on the Securities of that series are payable as specified as
contemplated by Section 3.01.

         "PREDECESSOR SECURITY" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.06 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

         "PROCEEDING" has the meaning specified in Section 14.02.

         "REDEMPTION DATE" when used with respect to any Security of any series
to be redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

         "REDEMPTION PRICE" when used with respect to any Security of any series
to be redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

         "REGISTERED SECURITY" means any Security issued hereunder and
registered in the Security Register.

         "REGULAR RECORD DATE" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 3.01.

         "REQUIRED CURRENCY" has the meaning specified in Section 1.15.

         "RESPONSIBLE OFFICER" when used with respect to the Trustee, means any
officer of the Trustee assigned to administer corporate trust matters and also
means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of his or her knowledge of and familiarity
with the particular subject.

         "SECURITIES" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.

         "SECURITIES PAYMENT" has the meaning specified in Section 14.02.




                                       6


         "SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective
meanings specified in Section 3.05.

         "SENIOR DEBT" means the principal of and premium, if any and interest
on the following, whether outstanding at the date of execution of this Indenture
or thereafter incurred or created:

         (a) indebtedness of a Person for money borrowed, or evidenced by a note
or similar instrument or written agreement given in connection with the
acquisition of any businesses, properties or assets, including securities,

         (b) indebtedness of a Person to banks or financial institutions
evidenced by notes or other written obligations,

         (c) indebtedness of a Person evidenced by notes, debentures, bonds or
other securities issued under the provisions of an indenture or similar
instrument,

         (d) indebtedness of others of the kinds described in the preceding
clauses (a), (b) and (c) that such Person has assumed, guaranteed or otherwise
assured the payment thereof, directly or indirectly, and

         (e) deferrals, renewals, extensions and refundings of, or bonds,
debentures, notes or other evidences of indebtedness issued in exchange for, the
indebtedness described in the preceding clauses (a) through (d) whether or not
there is any notice to or consent of the holders of Securities; except (i)
indebtedness and advances among the Company and its direct and indirect
subsidiaries and (ii) any particular indebtedness, deferral, renewal, extension
or refunding, if it is expressly stated in the governing terms, or in the
assumption or guarantee, thereof that the indebtedness involved is not Senior
Debt.

This definition may be modified or superseded in a manner as contemplated by
Section 3.01.

         "SIGNIFICANT SUBSIDIARY" of a Person has the meaning ascribed to such
term in Rule 1.02(w) of Regulation S-X under the Securities Act of 1933, as
amended.

         "SPECIAL RECORD DATE" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.07.

         "STATED MATURITY" when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal of such Security or
such installment of principal or interest is due and payable.

         "SUBSIDIARY" means, with respect to any Person:

                  (1) any corporation, association or other business entity
of which more than 50% of the total voting power of shares of Capital Stock
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof



                                       7


is at the time owned or controlled, directly or indirectly, by such Person or
one or more of the other Subsidiaries of that Person (or a combination thereof);
and

                  (2) any partnership (a) the sole general partner or the
managing general partner of which is such Person or a Subsidiary of such Person
or (b) the only general partners of which are such Person or one or more
Subsidiaries of such Person (or any combination thereof).

         "TRUSTEE" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder, and
if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee with respect to
Securities of that series.

         "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, as
amended, as in force at the date as of which this Indenture was executed;
provided, however, that in the event that such Act is amended after such date,
"Trust Indenture Act" means, to the extent required by any such amendment, the
Trust Indenture Act of 1939 as so amended.

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

         "VICE PRESIDENT" when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "VICE PRESIDENT."

         "VOTING STOCK" of any Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

         Section 1.02 COMPLIANCE CERTIFICATES AND OPINIONS. Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such




                                       8


conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

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

                  (a) a statement that each individual signing such
certificate or opinion has read such covenant or condition and the definitions
herein relating thereto;

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

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

                  (d) a statement as to whether, in the opinion of each
such individual, such condition or covenant has been complied with.

         Section 1.03 FORM OF DOCUMENTS DELIVERED TO TRUSTEE. In any case
where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified
by, or covered by the opinion of, only one such Person, or that they be so
certified or covered by only one document, but one such Person may certify or
give an opinion with respect to some matters and one or more other such Persons
as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents.

Any certificate or opinion of an Officer may be based, insofar as it relates to
legal matters, upon a certificate or opinion of, or representations by, counsel,
unless such Officer actually knows that the certificate or opinion or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate or Opinion of Counsel may
be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an Officer or Officers of the Company stating
that the information with respect to such factual matters is in the possession
of the Company, unless such counsel actually knows that the certificate or
opinion or representations with respect to such matters are erroneous.

Any certificate, statement or opinion of an Officer of the Company or of counsel
may be based, insofar as it relates to accounting matters, upon a certificate or
opinion of or representations by an accountant or firm of accountants in the
employ of the Company, unless such Officer or counsel, as the case may be,
actually knows that the certificate or opinion or representations with respect
to the accounting matters upon which his or her certificate, statement or
opinion is based are erroneous.




                                       9


Where any Person is required to make, give or execute two or more applications,
requests, consents, certificates, statements, opinions or other instruments
under this Indenture, they may, but need not, be consolidated and form one
instrument.

         Section 1.04 ACTS OF HOLDERS.

                  (a) Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given
or taken by Holders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Holders in person or by agents
duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "ACT" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 6.01) conclusive in favor of
the Trustee and the Company, if made in the manner provided in this Section.

                  (b) The fact and date of the execution by any Person of
any such instrument or writing may be proved by the affidavit of a witness of
such execution or by a certificate of a notary public or other officer
authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to him the execution
thereof. Where such execution is by a signer acting in a capacity other than his
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority. The fact and date of the execution of any
such instrument or writing, or the authority of the Person executing the same,
may also be proved in any other manner which the Trustee deems sufficient.

                  (c) The ownership of Registered Securities shall be
proved by the Security Register.

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

                  (e) If the Company shall solicit from the Holders any
request, demand, authorization, direction, notice, consent, waiver or other Act,
the Company may, at its option, by or pursuant to a Board Resolution, fix in
advance a record date for the determination of Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other Act,
but the Company shall have no obligation to do so, provided that the Company may
not set a record date for, and the provisions of this paragraph shall not apply
with respect to, the giving or making of any notice, declaration, request or
direction referred to in the immediately following paragraph. If such a record
date is fixed, such request, demand, authorization, direction, notice, consent,
waiver or other Act may be given before or after such record date, but



                                       10


only the Holders of record at the close of business on such record date shall be
deemed to be Holders for the purposes of determining whether Holders of the
requisite proportion of Outstanding Securities have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent,
waiver or other Act, and for that purpose the Outstanding Securities shall be
computed as of such record date; provided that no such authorization, agreement
or consent by the Holders on such record date shall be deemed effective unless
it shall become effective pursuant to the provisions of this Indenture not later
than six months after the record date.

                  (f) The Trustee shall set a record date, which shall not
be more than 15 days prior to the date of commencement of solicitation of such
action contemplated by this section 1.04(f), for the purpose of determining the
Holders of Securities of any series entitled to join in the giving or making of
(i) any Notice of Default, (ii) any declaration of acceleration referred to in
Section 5.02, (iii) any direction referred to in Section 5.12, (iv) any request
to institute proceedings referred to in Section 5.07(2) or (v) any waiver of
past defaults pursuant to Section 5.13, in each case with respect to Securities
of such series. If such a record date is fixed pursuant to this paragraph, the
relevant action may be taken or given before or after such record date, but only
the Holders of record at the close of business on such record date shall be
deemed to be holders of Securities of a series for the purpose of determining
whether Holders of the requisite proportion of Outstanding Securities of such
series have authorized or agreed or consented to such action, and for that
purpose the Outstanding Securities of such series shall be computed as of such
record date; provided that no such action by Holders on such record date shall
be deemed effective unless it shall become effective pursuant to the provisions
of this Indenture not later than six months after the record date. Nothing in
this paragraph shall be construed to prevent the Trustee from setting a new
record date for any action for which a record date has been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be canceled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Company's reasonable expense,
shall cause notice of such record date and the proposed action by Holders to be
given to the Company in writing and to each Holder of Securities of the relevant
series in the manner set forth in Section 1.06.

         Section 1.05 NOTICES, ETC., TO TRUSTEE AND COMPANY. Any request,
demand, authorization, direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,

                  (a) the Trustee by any Holder or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or filed in
writing and mailed first-class postage prepaid, to or with the Trustee at
______________________________________________; or

                  (b) the Company by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to the Company
addressed to it at Regent Communications, Inc.,




                                       11


Attention: Chief Financial Officer, or at any other address previously furnished
in writing to the Trustee by the Company.

         Section 1.06 NOTICE TO HOLDERS; WAIVER. Where this Indenture or
any Security provides for notice to Holders of any event, such notice shall be
deemed sufficiently given (unless otherwise herein or in such Security expressly
provided) if in writing and mailed, first- class postage prepaid, to each Holder
affected by such event, at his address as it appears in the Security Register,
not later than the latest date, and not earlier than the earliest date,
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders or the validity of the proceedings to which
such notice relates.

In case by reason of the suspension of regular mail service or by reason of any
other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.

Any request, demand, authorization, direction, notice, consent or waiver
required or permitted under this Indenture shall be in the English language,
except that any published notice may be in an official language of the country
of publication.

Where this Indenture or any Security provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

         Section 1.07 CONFLICT WITH TRUST INDENTURE ACT. If any provision
hereof limits, qualifies or conflicts with another provision hereof which is
required to be included or deemed included in this Indenture by any of the
provisions of the Trust Indenture Act, such required provision shall control. If
any provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, such provision of the Trust
Indenture Act shall be deemed to apply to this Indenture as so modified or shall
be excluded, as the case may be.

         Section 1.08 EFFECT OF HEADINGS AND TABLE OF CONTENTS. The Article
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.

         Section 1.09 SUCCESSORS AND ASSIGNS. All covenants and agreements
in this Indenture by the Company shall bind its successors and assigns, whether
so expressed or not.

         Section 1.10 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.




                                       12


         Section 1.11 BENEFITS OF INDENTURE. Nothing in this Indenture or
in the Securities, express or implied, shall give to any Person, other than the
parties hereto and their successors hereunder and the Holders and to the extent
specifically set forth herein the holder of Senior Debt, any benefit or any
legal or equitable right, remedy or claim under this Indenture.

         Section 1.12 GOVERNING LAW. This Indenture and the Securities shall be
governed by and construed in accordance with the laws (other than the choice of
law provisions) of the State of _________________.

         Section 1.13 LEGAL HOLIDAYS. In any case where any Interest
Payment Date, Redemption Date, sinking fund payment date, Stated Maturity or
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities
other than a provision in the Securities of any series which specifically states
that such provision shall apply in lieu of this Section) payment of interest or
principal (and premium, if any) need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day or on such other
day as may be set out in the Officers' Certificate pursuant to Section 3.01 at
such Place of Payment with the same force and effect as if made on the Interest
Payment Date, Redemption Date, sinking fund payment date, Stated Maturity or
Maturity, as the case may be, provided that no interest shall accrue on the
amount so payable for the period from and after such Interest Payment Date,
Redemption Date, sinking fund payment date, Stated Maturity or Maturity, as the
case may be, if payment is made on such next succeeding Business Day or other
day set out in such Officers' Certificate.

         Section 1.14 NO RECOURSE AGAINST OTHERS. A director, officer,
employee or stockholder, as such, of the Company or any Guarantor (other than a
stockholder which itself is the Company or a Guarantor of the Securities) shall
not have any liability for any obligations of the Company or any Guarantor under
the Securities or this Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. Each Securityholder, by accepting
a Security, waives and releases all such liability. Such waivers and releases
are part of the consideration for the issuance of the Securities.

         Section 1.15 JUDGMENT CURRENCY. The Company agrees, to the fullest
extent that it may effectively do so under applicable law, that (a) if for the
purpose of obtaining judgment in any court it is necessary to convert the sum
due in respect of the principal of, or premium or interest, if any, on the
Securities of any series (the "REQUIRED CURRENCY") into a currency in which a
judgment will be rendered (the "JUDGMENT CURRENCY"), the rate of exchange used
shall be the rate at which in accordance with normal banking procedures the
Trustee could purchase in __________________ the Required Currency with the
Judgment Currency on the ___________ Banking Day preceding that on which a final
unappealable judgment is given and (b) its obligations under this Indenture to
make payments in the Required Currency (i) shall not be discharged or satisfied
by any tender, or any recovery pursuant to any judgment (whether or not entered
in accordance with subsection (a)), in any currency other than the Required
Currency, except to the extent that such tender or recovery shall result in the
actual receipt, by the payee, of the full amount of the Required Currency
expressed to be payable in respect of such payments, (ii) shall be enforceable
as an alternative or additional cause of action for the purpose of recovering in
the Required Currency the amount, if any, by which such actual receipt shall
fall



                                       13


short of the full amount of the Required Currency so expressed to be payable and
(iii) shall not be affected by judgment being obtained for any other sum due
under this Indenture. For purposes of the foregoing, " _______ BANKING DAY"
means any day except a Saturday, Sunday or a legal holiday in __________or a day
on which banking institutions in _____________ are authorized or required by law
or executive order to close.

         Section 1.16 COUNTERPARTS. This instrument may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.

                                    ARTICLE 2

                                 SECURITY FORMS

         Section 2.01 FORMS GENERALLY. The Securities of each series shall
be in substantially the form set forth in this Article, or in such other form as
shall be established by or pursuant to a Board Resolution or in one or more
indentures supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the Officers executing such Securities,
as evidenced by their execution of the Securities. If the form of Securities of
any series is established by action taken pursuant to a Board Resolution, a copy
of an appropriate record of such action shall be certified by the Secretary or
an Assistant Secretary of the Company and delivered to the Trustee at or prior
to the delivery of the Company Order contemplated by Section 3.03 for the
authentication and delivery of such Securities.

         The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of
such Securities.

         Section 2.02 FORM OF FACE OF SECURITY.

                          REGENT COMMUNICATIONS , INC.

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

No. _______                                                         [$]________

Regent Communications, Inc., a corporation duly organized and existing under the
laws of Delaware (herein called the "COMPANY," which term includes any successor
corporation under the Indenture hereinafter referred to), for value received,
hereby promises to pay to _______________, or registered assigns, the principal
sum of _______________ [Dollars] on _______________ [if the Security is to bear
interest prior to Maturity, insert-- and to pay interest thereon from
_______________ or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually on _______________ and
_______________




                                       14


in each year [if other than semi-annual payments, insert frequency of payments
and payment dates], commencing _____________________, at [if the Security is to
bear interest at a fixed rate, insert -- the rate of _____% per annum], [if the
Security is to bear interest at a variable or floating rate and if determined
with reference to an index, refer to description of index below] until the
principal hereof is paid or made available for payment [if applicable insert--,
and (to the extent that the payment of such interest shall be legally
enforceable) at the rate of _____% per annum on any overdue principal and
premium and on any overdue installment of interest]. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the __________ or
__________ (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture].

[If the Securities are floating or adjustable rate securities with respect to
which the principal of or any premium or interest may be determined with
reference to an index, insert the text of the floating or adjustable rate
provision.]

[If the Security is not to bear interest prior to Maturity, insert-- The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal of this Security shall bear
interest at the rate of _____% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
default in payment to the date payment of such principal has been made or duly
provided for. Interest on any overdue principal shall be payable on demand. Any
such interest on any overdue principal that is not so paid on demand shall bear
interest at the rate of _____% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
demand for payment to the date payment of such interest has been made or duly
provided for, and such interest shall also be payable on demand.]

Payment of the principal of (and premium, if any) and [if applicable,
insert--any such] interest on this Security will be made at the office or agency
of the Company maintained for that purpose in _______________, in dollars [if
applicable, insert--; provided, however, that at the option of the Company,
payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register].

[If applicable, insert-- So long as all of the Securities of this series are
represented by Securities in global form, the principal of, premium, if any, and
interest, if any, on this global Security shall be paid in same day funds to the
Depositary, or to such name or entity as is requested by an



                                       15


authorized representative of the Depositary. If at any time the Securities of
this series are no longer represented by global Securities and are issued in
definitive certificated form, then the principal of, premium, if any, and
interest, if any, on each certificated Security at Maturity shall be paid in
same day funds to the Holder upon surrender of such certificated Security at the
Corporate Trust Office of the Trustee, or at such other place or places as may
be designated in or pursuant to the Indenture, provided that such certificated
Security is surrendered to the Trustee, or at such other place or places as may
be designated in or pursuant to the Indenture, provided that such certificated
Security is surrendered to the Trustee, acting as Paying Agent, in time for the
Paying Agent to make such payments in such funds in accordance with its normal
procedures. Payments of interest with respect to such certificated Securities
other than at Maturity may, at the option of the Company, be made by check
mailed to the address of the Person entitled thereto as it appears on the
Security Register on the relevant Regular or Special Record Date or by wire
transfer in same day funds to such account as may have been appropriately
designated to the Paying Agent by such Person in writing not later than such
relevant Regular or Special Record Date.]

Reference is hereby made to the further provisions of this Security set forth on
the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof by manual signature, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

                                  REGENT COMMUNICATIONS, INC.


                                  By: _________________________________________

Attest:


__________________         [SEAL]
                                200_

         Section 2.03 FORM OF REVERSE OF SECURITY.

This Security is one of a duly authorized issue of securities of the Company
(herein called the "SECURITIES"), issued and to be issued in one or more series
under an Indenture, dated as of _______________, 200_ (herein called the
"INDENTURE"), between the Company and ____________________, as Trustee (herein
called the "TRUSTEE," which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,




                                       16


duties and immunities thereunder of the Company, the Trustee and the Holders of
the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof [, limited in aggregate principal amount to $_________].

[The Securities of this series are subject to redemption upon not less than 30
nor more than 60 days' notice by first class mail, [if applicable, insert-- (1)
on __________ in any year commencing with the year __________ and ending with
the year __________ through operation of the sinking fund for this series at a
Redemption Price equal to 100% of the principal amount, and (2)] at any time [on
or after __________, _____], as a whole or in part, at the election of the
Company, at the following Redemption Prices (expressed as percentages of the
principal amount):

         If redeemed [on or before _______________, _____%, and if redeemed]
during the 12-month period beginning _______________ of the years indicated,

                                    REDEMPTION
                  YEAR                PRICE
                  ----              ----------

and thereafter at a Redemption Price equal to _____% of the principal amount,
together in the case of any such redemption [if applicable, insert-- (whether
through operation of the sinking fund or otherwise)] with accrued and unpaid
interest to the Redemption Date, but interest installments whose Stated Maturity
is on or prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.]

[If applicable, insert-- The Securities of this series are subject to redemption
upon not less than 30 nor more than 60 days' notice by first class mail, (1) on
_______________ in any year commencing with the year __________ and ending with
the year __________ through operation of the sinking fund for this series at the
Redemption Prices for redemption through operation of the sinking fund
(expressed as percentages of the principal amount) set forth in the table below,
and (2) at any time [on or after __________], as a whole or in part, at the
election of the Company, at the Redemption Prices for redemption otherwise than
through operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below:

         If redeemed during a 12-month period beginning _________________ of the
years indicated,

REDEMPTION PRICE                    REDEMPTION PRICE FOR
FOR REDEMPTION                      REDEMPTION OTHERWISE
THROUGH OPERATION OF                THAN THROUGH OPERATION
THE SINKING FUND                    OF THE SINKING FUND               YEAR
- --------------------                ----------------------            ----




                                       17


and thereafter at a Redemption Price equal to _____% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued and unpaid interest to the Redemption
Date, but interest installments whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holders of such Securities, or one or
more Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

[Notwithstanding the foregoing, the Company may not, prior to __________, redeem
any Securities of this series as contemplated by [clause (2) of] the preceding
paragraph as a part of, or in anticipation of, any refunding operation by the
application, directly or indirectly, of moneys borrowed having an interest cost
to the Company (calculated in accordance with generally accepted financial
practice) of less than _____% per annum.]

[The sinking fund for this series provides for the redemption on ___________ in
each year beginning with the year _____ and ending with the year _____ of [not
less than] $_______________ [("MANDATORY SINKING FUND") and not more than
$____________] aggregate principal amount of Securities of this series.]
[Securities of this series acquired or redeemed by the Company otherwise than
through [mandatory] sinking fund payments may be credited against subsequent
[mandatory] sinking fund payments otherwise required to be made--in the inverse
order in which they become due.]

[In the event of redemption of this Security in part only, a new Security or
Securities of this series for the unredeemed portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.]

[If the Security is not an Original Issue Discount Security, insert-- If any
Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.]

[If the Security is an Original Issue Discount Security, insert-- If an Event of
Default with respect to Securities of this series shall occur and be continuing,
an amount of principal of the Securities of this series may be declared due and
payable in the manner and with the effect provided in the Indenture. Such amount
shall be equal --insert formula for determining the amount. Upon payment (i) of
the amount of principal so declared due and payable and (ii) of interest on any
overdue principal and overdue interest (in each case to the extent that the
payment of such interest shall be legally enforceable), all of the Company's
obligations in respect of the payment of the principal of and interest, if any,
on the Securities of this series shall terminate.]

[This Security is subject to defeasance and covenant defeasance as described in
the Indenture [if applicable, insert -- and the supplemental indenture].]

[This Security is subject to satisfaction and discharge as provided in the
Indenture [if applicable, insert -- and the supplemental indenture].]




                                       18


[This Security is subject to subordination as provided in the Indenture [if
applicable, insert - and the supplemental indenture].]

The Indenture may be modified by the Company and the Trustee without consent of
any Holder with respect to certain matters as described in the Indenture. In
addition, the Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of a majority in principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of
all Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Security
shall bind such Holder and all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.

No reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of (and premium, if any) and interest on
this Security at the times, place and rate, and in the coin or currency, herein
prescribed.

As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of (and premium, if any)
and interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series,
of authorized denominations and for the same Stated Maturity and aggregate
principal amount, will be issued to the designated transferee or transferees.

The Securities of this series are issuable only in registered form without
coupons in denominations of [$1,000] and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series of a different authorized denomination, as
requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is




                                       19


registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.

The Indenture imposes certain limitations on the ability of the Company to,
among other things, merge or consolidate with any other Person or sell, assign,
transfer or lease all or substantially all of its properties or assets [If other
covenants are applicable pursuant to the provisions of Section 3.01, insert
here]. All such covenants and limitations are subject to a number of important
qualifications and exceptions. The Company must report periodically to the
Trustee on compliance with the covenants in the Indenture.

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

[If applicable, insert -- A director, officer, employee or stockholder, as such,
of the Guarantor shall not have any liability for any obligations of the Company
or such Guarantor under this Security or the Indenture [if applicable, insert --
or the supplemental indenture] or for any claim based on, in respect of or by
reason of, such obligations or their creation. Each Holder, by accepting a
Security, waives and releases all such liability. The waiver and release are
part of the consideration for the issuance of this Security.]

[If applicable, insert -- This Security will be entitled to the benefits of
certain Guarantees made for the benefit of the Holders. Reference is hereby made
to the Indenture and the supplemental indenture for a statement of the
respective rights, limitations of rights, duties and obligations thereunder of
the Guarantors, if any, the Trustee and the Holders.]

[If applicable, insert-- Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures ("CUSIP"), the Company
has caused CUSIP numbers to be printed on the Securities of this series as a
convenience to the Holders of the Securities of this series. No representation
is made as to the correctness or accuracy of such numbers as printed on the
Securities of this series and reliance may be placed only on the other
identification numbers printed hereon.]

         All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

                                 ASSIGNMENT FORM

         To assign this Security, fill in the form below: (I) or (we) assign and
transfer this Security to

             -------------------------------------------------------
             (Insert assignee's social security or tax I.D. number)
             -------------------------------------------------------



                                       20


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

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

Dated: __________           Your Signature:_____________________________
                                          (Sign exactly as your name appears on
                                           the other side of this Security)

Signature Guaranty:                 ____________________________________________
                                    [Signatures must be guaranteed by an
                                    "eligible guarantor institution" meeting the
                                    requirements of the Transfer Agent, which
                                    requirements will include membership or
                                    participation in STAMP or such other
                                    "signature guarantee program" as may be
                                    determined by the Transfer Agent in addition
                                    to, or in substitution for, STAMP, all in
                                    accordance with the Exchange Act.]

Social Security Number or
Taxpayer Identification Number:     _______________________________________

         Section 2.04 FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The
Trustee's Certificate of authentication shall be in substantially the following
form:

Dated:   _______________

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

                                                    ------------------------
                                                    As Trustee

                                                    By _____________________
                                                    Authorized Signatory


         Section 2.05 SECURITIES IN GLOBAL FORM. If Securities of or within
a series are issuable in whole or in part in global form, then any such Security
of such series may provide that it shall represent the aggregate or a specified
amount of the Outstanding Securities of such series from time to time endorsed
thereon and may also provide that the aggregate amount of Outstanding Securities
of such series represented thereby may from time to time be reduced or increased
to reflect exchanges. Any endorsement of a Security in global form to reflect
the amount, or any increase or decrease in the amount, or changes in the rights
of Holders, of Outstanding Securities represented thereby shall be made in such
manner and upon instructions given by such Person or




                                       21


Persons as shall be specified therein or in the Company Order to be delivered to
the Trustee pursuant to Section 3.03 or Section 3.04. Subject to the provisions
of Section 3.03 and, if applicable, Section 3.04, the Trustee shall deliver and
redeliver any Security in permanent global form in the manner and upon
instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 3.03 or 3.04
has been, or simultaneously is, delivered, any instructions by the Company with
respect to endorsement or delivery or redelivery of a Security in global form
shall be in writing but need not comply with Section 1.02 and need not be
accompanied by an Opinion of Counsel.

The provisions of the last paragraph of Section 3.03 shall apply to any Security
represented by a Security in global form if such Security was never issued and
sold by the Company and the Company delivers to the Trustee the Security in
global form together with written instructions (which need not comply with
Section 1.02 and need not be accompanied by an Opinion of Counsel) with regard
to the reduction in the principal amount of Securities represented thereby.

Notwithstanding the provisions of Sections 2.01 and 3.07, unless otherwise
specified as contemplated by Section 3.01, payment of principal of and premium,
if any, and interest on any Security in permanent global form shall be made to
the Person or Persons specified therein.

         Section 2.06 FORM OF LEGEND FOR THE SECURITIES IN GLOBAL FORM. Any
Security in global form authenticated and delivered hereunder shall bear a
legend in substantially the following form, or in such other form as may be
necessary or appropriate to reflect the arrangements with or to comply with the
requirements of any Depositary:

                  "THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE
                  INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
                  NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND
                  UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
                  CERTIFICATED FORM IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
                  THE INDENTURE, 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."

                                    ARTICLE 3

                                 THE SECURITIES

         Section 3.01 AMOUNT UNLIMITED; ISSUABLE IN SERIES. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.




                                       22


         The Securities may be issued from time to time in one or more series.
Prior to the issuance of Securities of any series, there shall be established in
or pursuant to (i) a Board Resolution, (ii) action taken pursuant to a Board
Resolution and (subject to Section 3.03) set forth, or determined in the manner
provided, in an Officers' Certificate, or (iii) one or more indentures
supplemental hereto:

                  (1) the title of the Securities of the series (which shall
distinguish the Securities of the series from all other Securities);

                  (2) the purchase price, denomination and any limit upon the
aggregate principal amount of the Securities of the series which may be
authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to Sections 3.04,
3.05, 3.06, 9.06 or 11.07);

                  (3) the date or dates on which the principal of and premium,
if any, on the Securities of the series is payable or the method of
determination thereof;

                  (4) the rate or rates at which the Securities of the series
shall bear interest, if any, or the method of calculating such rate or rates of
interest, the date or dates from which such interest shall accrue or the method
by which such date or dates shall be determined, the Interest Payment Dates on
which any such interest shall be payable and the Regular Record Date, if any,
for the interest payable on any Interest Payment Date;

                  (5) the place or places where the principal of, premium, if
any, and interest, if any, on Securities of the series shall be payable;

                  (6) the place or places where the Securities may be exchanged
or transferred;

                  (7) the period or periods within which, the price or prices at
which, the currency or currencies (including currency unit or units) in which,
and the other terms and conditions upon which Securities of the series may be
redeemed, in whole or in part, at the option of the Company, and, if other than
as provided in Section 11.03, the manner in which the particular Securities of
such series (if less than all Securities of such series are to be redeemed) are
to be selected for redemption;

                  (8) the obligation, if any, of the Company to redeem or
purchase Securities of the series in whole or in part pursuant to any sinking
fund or analogous provisions or 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 other terms and conditions upon which Securities of
the series shall be redeemed or purchased, in whole or in part, pursuant to such
obligation;

                  (9) if other than denominations of $1,000 and any integral
multiple thereof, the denominations in which Securities of the series shall be
issuable;




                                       23


                  (10) if other than U.S. dollars, the currency or
currencies (including currency unit or units) in which payments of principal of,
premium, if any, and interest on the Securities of the series shall or may by
payable, or in which the Securities of the series shall be denominated, and the
particular provisions applicable thereto;

                  (11) if the payments of principal of, premium, if any, or
interest on the Securities of the series are to be made, at the election of the
Company or a Holder, in a currency or currencies (including currency unit or
units) other than that in which such Securities are denominated or designated to
be payable, the currency or currencies (including currency unit or units) in
which such payments are to be made, the terms and conditions of such payments
and the manner in which the exchange rate with respect to such payments shall be
determined, and the particular provisions applicable thereto;

                  (12) if the amount of payments of principal of, premium,
if any, and interest on the Securities of the series shall be determined with
reference to an index, formula or other method (which index, formula or method
may be based, without limitation, on a currency or currencies (including
currency unit or units) other than that in which the Securities of the series
are denominated or designated to be payable), the index, formula or other method
by which such amounts shall be determined;

                  (13) if other than the principal amount thereof, the
portion of the principal amount of Securities of the series which shall be
payable upon declaration of acceleration of the Maturity thereof pursuant to
Section 5.02 or the method by which such portion shall be determined;

                  (14) any modifications of or additions to the Events of
Default or the covenants of the Company set forth herein with respect to
Securities of the series; and whether and the conditions under which the Holders
of the Securities of the series may waive any such Event of Default or
compliance with any such covenant relating to the Securities of such series;

                  (15) if either or both of Section 13.02 and Section 13.03
shall be inapplicable, in whole or in part, to the Securities of the series
(provided that if no such inapplicability shall be specified, then both Section
13.02 and Section 13.03 shall be applicable to the Securities of the series);
and any modification to either such section as it relates to such series of
Securities;

                  (16) if other than the Trustee, the identity of the Registrar
and any Paying Agent;

                  (17) if the Securities of the series shall be issued in
whole or in part in global form, (i) the Depositary for such global Securities,
(ii) the form of any legend in addition to or in lieu of that in Section 2.06
which shall be borne by such global Security, (iii) whether beneficial owners of
interests in any Securities of the series in global form may exchange such
interests for certificated Securities of such series and of like tenor of any
authorized form and denomination, and (iv) if other than as provided in Section
3.05, the circumstances under which any such exchange may occur;




                                       24


                  (18) if the Holders of the Securities of the series may
convert or exchange the Securities of the series into or for securities of the
Company or of other entities or other property (or the cash value thereof), the
specific terms of and period during which such conversion or exchange may be
made;

                  (19) if the Securities of the series shall have the
benefits of any Guarantee and, if so, the identity of the Guarantor or
Guarantors and the terms and provisions applicable to any such Guarantee;

                  (20) any provisions for the satisfaction and discharge of
the Securities of the series, including provisions in addition to or modifying
the provisions of Article 4 as they pertain to Securities of the series;

                  (21) any addition to or change in the covenants set forth in
Article 10 which applies to Securities of the series;

                  (22) the subordination of the Securities of such series to
other Indebtedness of the Company, including without limitation, the Securities
of any other series; and

                  (23) any other terms of the series, including any terms
which may be required by or advisable under the laws of the United States of
America or regulations thereunder or advisable (as determined by the Company) in
connection with the marketing of Securities of the series.

All Securities of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided (i) by a Board Resolution,
(ii) by action taken pursuant to a Board Resolution and (subject to Section
3.03) set forth, or determined in the manner provided, in an Officers'
Certificate or (iii) in any such indenture supplemental hereto. All Securities
of any one series need not be issued at the same time and, unless otherwise
provided, a series may be reopened, without the consent of the Holders, for
issuances of additional Securities of such series.

If any of the terms of the Securities of any series are established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth, or providing the manner for determining,
the terms of the Securities of such series, and an appropriate record of any
action taken pursuant thereto in connection with the issuance of any Securities
of such series shall be delivered to the Trustee prior to the authentication and
delivery thereof.

         Section 3.02 DENOMINATIONS. The Securities of each series shall be
issuable in registered form without coupons in such denominations as shall be
specified as contemplated by Section 3.01. In the absence of any such provisions
with respect to the Securities of any series, the Securities of such series
shall be issuable in denominations of $1,000 and any integral multiple thereof.




                                       25


         Section 3.03 EXECUTION, AUTHENTICATION, DELIVERY AND DATING. The
Securities shall be executed on behalf of the Company by its Chairman of the
Board, its Chief Executive Officer, its President, its Chief Financial Officer,
or its Chief Accounting Officer 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. Typographical and other minor errors or defects in
any such reproduction of the seal or any such signature shall not affect the
validity or enforceability of any Security that has been duly authenticated and
delivered by the Trustee.

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 date of such Securities.

At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and make such Securities available for
delivery. If the form or terms of the Securities of the series have been
established in or pursuant to one or more Board Resolutions as permitted by
Sections 2.01 and 3.01, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to Sections 315(a)
through (d) of the Trust Indenture Act) shall be fully protected in relying
upon, an Opinion of Counsel stating (subject to customary assumptions,
conditions and exceptions):

                  (a) if the terms of such Securities have been established
by or pursuant to Board Resolution as permitted by Section 3.01, that such terms
have been established in conformity with the provisions of this Indenture; and

                  (b) that such Securities, when authenticated and
delivered by the Trustee and issued by the Company in the manner and subject to
any conditions specified in such Opinion of Counsel, will constitute valid and
legally binding obligations of the Company, enforceable in accordance with their
terms, except to the extent enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and
other similar laws affecting the enforcement of creditors' rights generally and
by the effect of general principles of equity (regardless of whether
enforceability is considered in a proceeding in equity or at law).

If such terms have been so established, the Trustee shall not be required to
authenticate such Securities if the issue of such Securities pursuant to this
Indenture will affect the Trustee's own rights, duties or immunities under the
Securities and this Indenture or otherwise in a manner which is not reasonably
acceptable to the Trustee, or in the written opinion of counsel to the Trustee
(which counsel may be an employee of the Trustee) such authentication may not
lawfully be made or would involve the Trustee in personal liability.




                                       26


Notwithstanding the provisions of Section 3.01 and of the immediately preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Board Resolution and the
Officers' Certificate otherwise required pursuant to Section 3.01 or the Company
Order and Opinion of Counsel otherwise required pursuant to the second preceding
paragraph at or prior to the time of authentication of each Security of such
series if such documents are delivered at or prior to the authentication upon
original issuance of the first Security of such series to be issued.

If the Company shall establish pursuant to Section 3.01 that the Securities of a
series are to be issued in whole or in part in the form of one or more global
Securities, then the Company shall execute and the Trustee shall, in accordance
with this Section and the Company Order with respect to the authentication and
delivery of such series, authenticate and deliver one or more Securities of such
series in global form that (i) shall be in an aggregate amount equal to the
aggregate principal amount of the Outstanding Securities of such series to be
represented by such Security or Securities in global form, (ii) shall be
registered in the name of the Depositary for such Security or Securities in
global form or its nominee, and (iii) shall be made available for delivery by
the Trustee to such Depositary or pursuant to such Depositary's instruction.

The Trustee shall have no responsibility to determine if the Depositary is so
registered. Each Depositary shall enter into an agreement with the Trustee and
the Company governing the respective duties and rights of such Depositary, the
Company and the Trustee with regard to Securities issued in global form.

Unless otherwise provided for in the form of Security, each Security shall be
dated the date of its authentication.

No Security shall be entitled to any benefits 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
executed by the Trustee or an Authenticating Agent by manual signature, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder
and is entitled to the benefits of this Indenture.

Notwithstanding the foregoing, if any Security shall have been authenticated and
delivered hereunder but never issued and sold by the Company, and the Company
shall deliver such Security to the Trustee for cancellation as provided in
Section 3.09 together with a written statement (which need not comply with
Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that
such Security has never been issued and sold by the Company, for all purposes of
this Indenture such Security shall be deemed never to have been authenticated
and delivered hereunder and shall not be entitled to the benefits of this
Indenture.

         Section 3.04 TEMPORARY SECURITIES. Pending the preparation of
definitive Securities of any series, the Company may execute, and upon Company
Order the Trustee shall authenticate and make available for delivery, temporary
Securities of such series which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are



                                       27


issued and with such appropriate insertions, omissions, substitutions and other
variations as the officers executing such Securities may determine, as evidenced
by their execution of such Securities.

In the case of Securities of any series, such temporary Securities may be in
global form, representing all or a portion of the Outstanding Securities of such
series.

Except in the case of temporary Securities in global form (which shall be
exchanged in accordance with the provisions thereof), if temporary Securities of
any series are issued, the Company will cause definitive Securities of that
series to be prepared without unreasonable delay. After the preparation of
definitive Securities of such series, the temporary Securities of such series
shall be exchangeable for definitive Securities of such series upon surrender of
the temporary Securities of such series at the office or agency of the Company
in a Place of Payment for that series, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Securities of any
series, the Company shall execute and the Trustee shall authenticate and make
available for delivery in exchange therefor a like principal amount of
definitive Securities of the same series of authorized denominations and of like
tenor. Until so exchanged, the temporary Securities of any series shall in all
respects be entitled to the same benefits under this Indenture as definitive
Securities of such series.

         Section 3.05 REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.
The Company shall cause to be kept at the Corporate Trust Office of the Trustee
or in any office or agency to be maintained by the Company in accordance with
Section 10.02 in a Place of Payment a register (the register maintained in such
office and in any other office or agency of the Company in a Place of Payment
being herein sometimes collectively referred to as the "SECURITY REGISTER") in
which, subject to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of Securities and of registration of
transfers of Securities. The Trustee is hereby appointed "SECURITY REGISTRAR"
for the purpose of registering Securities and transfers of Securities as herein
provided.

Upon surrender for registration of transfer of any Security of any series at the
office or agency of the Company in a Place of Payment for that series, the
Company shall execute, and the Trustee shall authenticate and make available for
delivery, in the name of the designated transferee or transferees, one or more
new Securities of the same series, of any authorized denominations and of a like
aggregate principal amount and Stated Maturity.

At the option of the Holder, Securities of any series (except a Security in
global form) may be exchanged for other Securities of the same series, of any
authorized denominations and of a like aggregate principal amount and Stated
Maturity, upon surrender of the Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and make available for
delivery, the Securities which the Holder making the exchange is entitled to
receive.

Each Security issued in global form authenticated under this Indenture shall be
registered in the name of the Depositary designated for such series or a nominee
thereof and delivered to such




                                       28


Depositary or a nominee thereof or custodian therefor, and each such Security
issued in global form shall constitute a single Security for all purposes of
this Indenture.

Notwithstanding any other provision of this Section, unless and until it is
exchanged in whole or in part for Securities in certificated form in the
circumstances described below, a Security in global form representing all or a
portion of the Securities of a series may not be transferred except as a whole
by the Depositary for such series to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a successor Depositary
for such series or a nominee of such successor Depositary.

If at any time the Depositary for the Securities of a series notifies the
Company that it is unwilling or unable to continue as Depositary for the
Securities of such series or defaults in the performance of its duties as
Depositary or it at any time the Depositary for the Securities of such series
shall no longer be eligible to perform such duties, the Company shall appoint a
successor Depositary with respect to the Securities of such series. If a
successor Depositary for the Securities of such series is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such ineligibility, the Company's selection pursuant to Section 3.01(b)(17)
shall no longer be effective with respect to the Securities of such series and
the Company shall execute, and the Trustee, upon receipt of a Company Order for
the authentication and delivery of certificated Securities of such series of
like tenor, shall authenticate and deliver Securities of such series of like
tenor in certificated form, in authorized denominations and in an aggregate
principal amount equal to the principal amount of the Security or Securities of
such series of like tenor in global form in exchange for such Security or
Securities in global form.

The Company may at any time in its sole discretion determine that Securities
issued in global form shall no longer be represented by such a Security or
Securities in global form. In such event the Company shall execute, and the
Trustee, upon receipt of a Company Order for the authentication and delivery of
certificated Securities of such series of like tenor, shall authenticate and
deliver, Securities of such series of like tenor in certificated form, in
authorized denominations and in an aggregate principal amount equal to the
principal amount of the Security or Securities of such series of like tenor in
global form in exchange for such Security or Securities in global form.

If specified by the Company pursuant to Section 3.01 with respect to a series of
Securities, the Depositary for such series may surrender a Security in global
form of such series in exchange in whole or in part for Securities of such
series in certificated form on such terms as are acceptable to the Company and
such Depositary. Thereupon, the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge,

                  (i) to each Person specified by such Depositary a new
certified Security or Securities of the same series of like tenor, of any
authorized denomination as requested by such Person in aggregate principal
amount equal to and in exchange for such Person's beneficial interest in the
Security in global form; and




                                       29


                  (ii) to such Depositary a new Security in global form of
like tenor in a denomination equal to the difference, if any, between the
principal amount of the surrendered Security in global form and the aggregate
principal amount of certificated Securities delivered to Holders thereof.

Upon the exchange of a Security in global form for Securities in certificated
form, such Security in global form shall be canceled by the Trustee. Securities
issued in exchange for a Security in global form pursuant to this Section shall
be registered in such names and in such authorized denominations as the
Depositary for such Security in global form, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee. The
Trustee shall deliver such Securities to the Persons in whose names such
Securities are so registered.

Whenever any Securities are 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.

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

Every Security presented or surrendered for registration of transfer or for
exchange shall (if so required by the Company or the Trustee) be duly endorsed,
or be accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar duly executed by the Holder thereof or
his attorney duly authorized in writing.

Unless otherwise provided in the Securities to be transferred or exchanged, no
service charge shall be made for any registration of transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer.

If the Securities of any series (or of any series and specified tenor) are to be
redeemed in part, the Company shall not be required (i) to issue, register the
transfer of or exchange Securities of such series during a period beginning at
the opening of business 15 days before the day of the mailing of a notice of
redemption of Securities of that series selected for redemption under Section
11.03 and ending at the close of business on the day of such mailing, or (ii) to
register the transfer of or exchange any Security so selected for redemption, in
whole or in part, except the unredeemed portion of any Security being redeemed
in part.

The foregoing provisions relating to registration, transfer and exchange may be
modified, supplemented or superseded with respect to any series of Securities by
a Board Resolution or in one or more indentures supplemental hereto.

         Section 3.06 MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES. If
any mutilated Security is surrendered to the Trustee, the Company shall execute
and the Trustee shall



                                       30


authenticate and deliver in exchange therefor a new Security of the same series
and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

If there shall be delivered to the Company and the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security and (ii) such
security or indemnity as may be required by them to save each of them and any
agent of either 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 request the Trustee shall authenticate
and deliver, in lieu of any such destroyed, lost or stolen Security, a new
Security of the same series and of like tenor and principal amount and 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, the Company in its discretion may, instead of
issuing a new Security, pay such Security.

Upon the issuance of any new Security 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) connected therewith.

Every new Security of any series issued pursuant to this Section in lieu of any
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 the benefits of this Indenture equally and proportionately with
any and all other Securities of that series 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.

         Section 3.07 PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.
Interest on any Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest.

Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "DEFAULTED INTEREST") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, 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 of such series
(or their respective Predecessor 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




                                       31


Trustee in writing of the amount of Defaulted Interest proposed to be paid on
each Security of such series and the date of the proposed payment (which shall
be not less than 25 days after the receipt by the Trustee of such notice, unless
such Trustee shall consent to an earlier date), and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements reasonably satisfactory to the Trustee for such deposit prior to
the date of the proposed payment, such money when deposited to be held in trust
for the benefit of the Persons entitled to such Defaulted Interest as in this
Clause provided. Thereupon the Trustee 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 Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such Special Record Date and, in
the name and at the reasonable 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 of Securities of such
series 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 so mailed,
such Defaulted Interest shall be paid to the Persons in whose names the
Securities of such series (or their respective Predecessor Securities) are
registered at the close of business 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 on the Securities of any series in any other lawful manner not
inconsistent with the requirements of any securities exchange on which such
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 of the proposed
payment pursuant to this Clause (2), such manner of payment shall be deemed
practicable by the Trustee.

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 3.08 PERSONS DEEMED OWNERS. Prior to due presentment of a
Security for registration of transfer, the Company, the Trustee and any agent of
the Company or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of, premium, if any, and (subject to Sections 3.05 and 3.07) interest
on such Security and for all other purposes whatsoever, whether or not such
Security be overdue, and neither the Company, the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary.

None of the Company, the Trustee or any agent of the Company or the Trustee
shall have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interest of a
Security in global form, or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interest. Notwithstanding the
foregoing, with respect to any Security in global form, nothing herein shall
prevent the Company or the Trustee or any agent of the Company or the Trustee,
from giving effect to any written



                                       32


certification, proxy or other authorization furnished by any Depositary (or its
nominee), as a Holder, with respect to such Security in global form or impair,
as between such Depositary and owners of beneficial interests in such Security
in global form, the operation of customary practices governing the exercise of
the right of such Depositary (or its nominee) as holder of such Security in
global form.

         Section 3.09 CANCELLATION. All Securities surrendered for payment,
redemption, registration of transfer or exchange or for credit against any
sinking fund payment shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and shall be promptly canceled 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 canceled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities canceled as provided in this Section,
except as expressly permitted by this Indenture. All canceled Securities shall
be held by the Trustee and may be destroyed (and, if so destroyed, certification
of their destruction shall be delivered to the Company, unless, by a Company
Order, the Company shall direct that canceled Securities be returned to it).

         Section 3.10 COMPUTATION OF INTEREST. Except as otherwise
specified as contemplated by Section 3.01 for Securities of any series, interest
on the Securities of each series shall be computed on the basis of a year of
twelve 30-day months.

         Section 3.11 CUSIP NUMBER. The Company in issuing Securities of
any series may use a "CUSIP" number, and if so, the Trustee may use the CUSIP
number in notices of redemption or exchange as a convenience to Holders of such
series; provided, that any such notice may state that no representation is made
as to the correctness or accuracy of the CUSIP number printed on the notice or
on the Securities of such series, 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 number of any series
of Securities.

         Section 3.12 WIRE TRANSFERS. Notwithstanding any other provision
to the contrary in this Indenture, the Company may make any payment of moneys
required to be deposited with the Trustee on account of principal of, or
premium, if any, or interest on the Securities (whether pursuant to optional or
mandatory redemption payments, interest payments or otherwise) by wire transfer
of immediately available funds to an account designated by the Trustee on or
before the date and time such moneys are to be paid to the Holders of the
Securities in accordance with the terms hereof.

                                    ARTICLE 4

                           SATISFACTION AND DISCHARGE

         Section 4.01 SATISFACTION AND DISCHARGE OF INDENTURE. This
Indenture shall cease to be of further effect (except as to any surviving rights
of registration of transfer or exchange of Securities and replacement of such
Securities which may have been lost, stolen or mutilated as



                                       33


herein expressly provided for or in the form of Security for such series), when
the Trustee, upon Company Request and at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture, when

                  (1) either (a) all Securities theretofore authenticated
and delivered (other than (i) Securities which have been destroyed, lost or
stolen and which have been replaced or paid as provided in Section 3.06 and (ii)
Securities for whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter repaid to the Company
or discharged from such trust, as provided in Section 10.05) have been delivered
to the Trustee for cancellation; or (b) all such Securities not theretofore
delivered to the Trustee for cancellation (i) have become due and payable, or
(ii) will become due and payable at their Stated Maturity within one year, or
(iii) are to be called for redemption within one year under arrangements
reasonably satisfactory to the Trustee for the giving of notice of redemption by
the Trustee in the name, and at the reasonable expense, of the Company, and the
Company, in the case of (b)(i), (ii) or (iii) above, has deposited with the
Trustee as trust funds in trust for the purpose an amount, in the currency or
currencies or currency unit or units in which the Securities of such series are
payable, sufficient to pay and discharge the entire indebtedness on such
Securities not theretofore delivered to the Trustee for cancellation, for
principal, premium, if any, and interest to the date of such deposit (in the
case of Securities which have become due and payable) or the Stated Maturity or
Redemption Date, as the case may be;

                  (2) the Company has paid or caused to be paid all other sums
payable hereunder by the Company;

                  (3) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for herein relating to the satisfaction and discharge of this
Indenture have been complied with; and

                  (4) no event or condition shall exist on the date of such
deposit that, pursuant to the provisions of Section 14.02 or 14.03, would
prevent the Company from making payments of the principal of or interest on the
Securities of such series on the date of such deposit.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07, the obligations of
the Company to any Authenticating Agent under Section 6.14 and, if money shall
have been deposited with the Trustee pursuant to subclause (b) of clause (1) of
this Section, the obligations of the Trustee under Section 4.02 and the last
paragraph of Section 10.05 shall survive.

         Section 4.02 APPLICATION OF TRUST MONEY. Subject to the provisions
of the last paragraph of Section 10.05, all money deposited with the Trustee
pursuant to Section 4.01 shall be held in trust and applied by it, in accordance
with the provisions of the Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of
the principal (and premium, if any) and interest for whose payment such money
has been deposited with or received by the Trustee, but such money need not be
segregated from other funds except to the extent required by law.




                                       34


         Section 4.03 APPLICATION TO A SPECIFIC SERIES OF SECURITIES. The
Company may elect to satisfy and discharge its obligations with respect to a
specific series of Securities under the Indenture by complying with the terms of
Article 4. If the Company makes such election, (a) the terms of Section 4.01 and
4.02 shall apply only to the specific series of Securities and the terms of the
Indenture as it relates to such series of Securities and (b) the other
Securities issued hereunder and the Indenture as it relates to such other
Securities shall remain in full force and effect.

                                    ARTICLE 5

                                    REMEDIES

         Section 5.01 EVENTS OF DEFAULT. Except as otherwise specified as
contemplated by Section 3.01 for Securities of a series, "EVENT OF DEFAULT,"
wherever used herein with respect to Securities of any series, means any one of
the following events (whatever the reason for such Event of Default and whether
it shall be voluntary or involuntary or to be effected by reason of article 14
hereof or 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) the Company defaults in the payment of interest on
any Security of that series when such interest becomes due and payable and the
default continues for a period of 30 days; or

                  (2) the Company defaults in the payment of the principal
of, or premium, if any, on any Security of that series when the same becomes due
and payable at Maturity or on redemption or otherwise; or

                  (3) the Company fails to deposit any sinking fund
payment, for five days after it becomes due by the terms of a Security of that
series; or

                  (4) the Company fails to observe or perform in any
material respect any of its other covenants, agreements or warranties in the
Securities of that series or this Indenture (other than a covenant, agreement or
warranty a default in whose performance or whose breach is elsewhere in this
Section specifically dealt with or which has expressly been included in this
Indenture solely for the benefit of series of Securities other than that
series), and the failure to observe or perform continues for the period and
after the notice specified in the last paragraph of this Section; or

                  (5) an event of default, as defined in any mortgage,
indenture, or instrument under which there may be issued, or by which there may
be secured or evidenced, any Indebtedness of the Company (including Securities
of another series) (other than the Securities of such series) (whether such
Indebtedness now exists or shall hereafter be created or incurred) shall occur,
which event of default (i) is caused by a failure to pay principal of or
premium, if any, or interest on such Indebtedness at final maturity after the
expiration of the grace period provided in such Indebtedness on the date of such
event of default, and (ii) results in



                                       35


Indebtedness becoming or being declared due and payable prior to the date on
which it would otherwise become due and payable, and such default in payment is
not cured or such acceleration shall not be rescinded or annulled within 30 days
after written notice to the Company from the Trustee or to the Company and to
the Trustee from the Holders of at least twenty-five percent in aggregate
principal amount of the Outstanding Securities of that series specifying such
event of default and requiring the Company to cure such default in payment or
cause such acceleration to be rescinded or annulled and stating that such notice
is a "NOTICE OF DEFAULT" hereunder; provided, however, that it shall not be an
Event of Default if the principal amount of Indebtedness which is not paid at
maturity or the maturity of which is accelerated is equal to or less than
$20,000,000; provided further that if, prior to a declaration of acceleration of
the maturity of the Securities of that series or the entry of judgment in favor
of the Trustee in a suit pursuant to Section 5.03, such default shall be
remedied or cured by the Company or waived by the holders of such Indebtedness,
then the Event of Default hereunder by reason thereof shall be deemed likewise
to have been thereupon remedied, cured or waived without further action upon the
part of either the Trustee or any of the Holders of the Securities of that
series; or

                  (6) the Company or any of its Significant Subsidiaries
pursuant to or within the meaning of any Bankruptcy Law (a) commences a
voluntary case or proceeding under any Bankruptcy Law with respect to itself,
(b) consents to the entry of a judgment, decree or order for relief against it
in an involuntary case or proceeding under any Bankruptcy Law, (c) consents to
or acquiesces in the institution of bankruptcy or insolvency proceedings against
it, (d) applies for, consents to or acquiesces in the appointment of or taking
possession by a Custodian of it or for all or substantially all of its property,
(e) makes a general assignment for the benefit of its creditors or (f) takes any
corporate action in furtherance of or to facilitate, conditionally or otherwise,
any of the foregoing; or

                  (7) (i) a court of competent jurisdiction enters a
judgment, decree or order for relief in an involuntary case or proceeding under
any Bankruptcy Law which shall (a) approve as properly filed a petition seeking
reorganization, arrangement, adjustment or composition in respect of the Company
or any of its Significant Subsidiaries, (b) appoint a Custodian of the Company
or any of its Significant Subsidiaries or for all or substantially all of its
property or (c) order the winding-up or liquidation of affairs of the Company or
any of its Significant Subsidiaries, and such judgment, decree or order shall
remain unstayed and in effect for a period of 90 consecutive days; or (ii) any
bankruptcy or insolvency petition or application is filed, or any bankruptcy or
insolvency proceeding is commenced, against the Company or any of its
Significant Subsidiaries and such petition, application or proceeding is not
dismissed within 60 days; or (iii) a warrant of attachment is issued against any
material portion of the property of the Company or any of its Significant
Subsidiaries which is not released within 60 days of service; or

                  (8) any other Event of Default provided with respect to
Securities of that series.

A Default under clause (4) above is not an Event of Default until the Trustee or
the Holders of at least twenty-five percent in aggregate principal amount of the
Outstanding Securities of that series notify the Company of the Default and the
Company does not cure the Default within 60




                                       36


days after receipt of the notice. The notice must specify the Default, demand
that it be remedied and state that the notice is a "NOTICE OF DEFAULT." When a
Default under clause (4) above is cured within such 60-day period, it ceases to
be a Default.

         Section 5.02 ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.
If an Event of Default with respect to Securities of any series (other than an
Event of Default specified in clause (6) or (7) of Section 5.01) occurs and is
continuing, the Trustee by notice in writing to the Company, or the Holders of
at least twenty-five percent in aggregate principal amount of the Outstanding
Securities of that series by notice in writing to the Company and the Trustee,
may declare the unpaid principal of and accrued interest to the date of
acceleration (or, if the Securities of that series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of that series) on all the Outstanding Securities of that series to be due
and payable immediately and, upon any such declaration, the Outstanding
Securities of that series (or specified principal amount) shall become and be
immediately due and payable.

If an Event of Default specified in clause (6) or (7) of Section 5.01 occurs,
all unpaid principal of and accrued interest on the Outstanding Securities of
that series (or specified principal amount) shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder of any Security of that series.

Upon payment of all such principal and interest, all of the Company's
obligations under the Securities of that series and (upon payment of the
Securities of all series) this Indenture shall terminate, except obligations
under Section 6.07.

At any time after a declaration of acceleration of Maturity with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series by notice to the Trustee may rescind an
acceleration and its consequences if (i) all existing Events of Default, other
than the nonpayment of the principal of and interest on the Securities of that
series that has become due solely by such declaration of acceleration, have been
cured or waived, (ii) to the extent the payment of such interest is lawful,
interest on overdue installments of interest and overdue principal that has
become due otherwise than by such declaration of acceleration have been paid,
(iii) the rescission would not conflict with any judgment or decree of a court
of competent jurisdiction and (iv) all payments due to the Trustee and any
predecessor Trustee under Section 6.07 have been made.

         Section 5.03 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT
BY TRUSTEE. The Company covenants that if:

                  (1) default is made in the payment of any interest on any
Security of any series when such interest becomes due and payable and such
default continues for a period of 30 days, or




                                       37


                  (2) default is made in the payment of the principal of (or
premium, if any, on) any Security of any series at the Maturity thereof, or

                  (3) default is made in the payment of any sinking or
analogous obligation when the same becomes due by the terms of the Securities of
any series, and any such default continues for any period of grace provided with
respect to the Securities of such series,

the Company will, 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 (and 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
or rates prescribed therefor in such Securities, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

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, 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 such 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 such Securities, wherever
situated.

If an Event of Default with respect to Securities of any series occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce its
rights and the rights of the Holders of Securities of such series by such
appropriate judicial proceedings as the Trustee shall deem most effectual 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 secure any other proper remedy.

         Section 5.04 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 or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise,

                  (i) 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, its agent and counsel) and of the Holders allowed in such judicial
proceedings, and



                                       38



                  (ii) 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, its agents and counsel, and any other
amounts due the Trustee under Section 6.07.

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 5.05 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, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

         Section 5.06 APPLICATION OF MONEY COLLECTED. Any money collected
by the Trustee pursuant to this Article in respect of the Securities of any
series shall be applied in the following order, at the date or dates fixed by
the Trustee and, in case of the distribution of such money on account of
principal, premium, if any, or interest, upon presentation of the Securities in
respect of which moneys have been collected and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

         First: To the payment of all amounts due the Trustee under Section 6.07
applicable to such series;

         Second: To the payment of the amounts then due and unpaid for principal
of, and premium, if any, and interest on the Securities of such series 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 of such series for principal, and premium, if
any, and interest, respectively; and

         Third:  To the Company.

The Trustee may fix a record date and payment date for any payment to Holders
pursuant to this Section 5.06. At least ten (10) days before such record date,
the Trustee shall mail to each Holder and the Company a notice that states the
record date, the payment date and the amount to be paid.




                                       39


         Section 5.07 LIMITATION ON SUITS. No Holder of any Security of any
series shall have any right 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:

                  (1) such Holder has previously given written notice to
the Trustee of a continuing Event of Default with respect to the Securities of
that series;

                  (2) the Holders of at least twenty-five percent in
principal amount of the Outstanding Securities of that series 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;

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

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

                  (5) 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 principal amount of the Outstanding Securities of that series;

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

         Section 5.08 UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
PREMIUM AND INTEREST. Notwithstanding any other provision in this Indenture but
subject to Article 14, the Holder of any Security shall have the right, which is
absolute and unconditional, to receive payment of the principal of, premium, if
any, and (subject to Section 3.07) interest on such Security on the Stated
Maturity or Maturities expressed in such Security (or, in the case of
redemption, on the Redemption Date) and to institute suit for the enforcement of
any such payment, and such rights shall not be impaired without the consent of
such Holder.

         Section 5.09 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 such case, subject to any determination in such proceeding, the
Company, 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 has been instituted.




                                       40


         Section 5.10 RIGHTS AND REMEDIES CUMULATIVE. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities in the last paragraph of Section 3.06, 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 5.11 DELAY OR OMISSION NOT WAIVER. No delay or omission of
the Trustee or of any Holder of any Securities to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article 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 5.12 CONTROL BY HOLDERS. The Holders of a majority in
principal amount of the Outstanding Securities of any series 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 on
the Trustee, with respect to the Securities of such series, provided that:

                  (1) such direction shall not be in conflict with any rule of
law or with this Indenture;

                  (2) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction; and

                  (3) subject to Section 6.01, the Trustee need not take
any action which might involve the Trustee in personal liability or be unduly
prejudicial to the Holders not joining therein.

         Section 5.13 WAIVER OF PAST DEFAULTS. The Holders of not less than
a majority in principal amount of the Outstanding Securities of any series may
by written notice to the Trustee on behalf of the Holders of all the Securities
of such series waive any Default or Event of Default with respect to such series
and its consequences, except a Default or Event of Default:

                  (1) in respect of the payment of the principal of or premium,
if any, or interest on any Security of such series, or

                  (2) in respect of a covenant or other provision hereof
which under Article Nine cannot be modified or amended without the consent of
the Holder of each Outstanding Security of such series affected.

Upon any such waiver, such Default or Event of Default shall cease to exist and
shall be deemed to have been cured, for every purpose of this Indenture and the
Securities of such series; but no



                                       41


such waiver shall extend to any subsequent or other Default or Event of Default
or impair any right consequent thereon.

         Section 5.14 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 any court may in its discretion require, 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 by it as Trustee,
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, 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 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 ten percent in principal amount of the Outstanding Securities of any
series, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of or premium, if any, or interest on any Security on
or after the Stated Maturity or Maturities expressed in such Security (or, in
the case of redemption, on or after the Redemption Date).

                                    ARTICLE 6

                                   THE TRUSTEE

         Section 6.01 CERTAIN DUTIES AND RESPONSIBILITIES OF THE TRUSTEE.

                  (a) Except during the continuance of an Event of Default,
the Trustee's duties and responsibilities under this Indenture shall be governed
by Section 315(a) of the Trust Indenture Act.

                  (b) In case an Event of Default has occurred and is
continuing, and is known to the Trustee, the Trustee shall exercise the rights
and powers vested in it by this Indenture, and shall 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.

                  (c) None of the provisions of Section 315(d) of the Trust
Indenture Act shall be excluded from this Indenture.

                  (d) Every provision of this Indenture which pertains to
the Trustee shall be subject to this Section 6.01.

         Section 6.02 NOTICE OF DEFAULTS. Within 90 days after the
occurrence of any Default or Event of Default with respect to the Securities of
any series, the Trustee shall give to all Holders of Securities of such series,
as their names and addresses appear in the Security Register, notice of such
Default or Event of Default known to the Trustee, unless such Default or Event
of Default shall have been cured or waived; provided, however, that, except in
the case of a Default or Event of Default in the payment of the principal of or
premium, if any, or interest on any Security of such series, the Trustee shall
be protected in withholding such notice if and so long as



                                       42


the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determine
that the withholding of such notice is in the interest of the Holders of
Securities of such series.

         Section 6.03 CERTAIN RIGHTS OF TRUSTEE. Subject to the provisions of
the Trust Indenture Act:

                  (a) 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;

                  (b) any request or direction of the Company mentioned
herein shall be sufficiently evidenced by a Company Request or Company Order and
any resolution of the Board of Directors may be sufficiently evidenced by a
Board Resolution;

                  (c) 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;

                  (d) the Trustee may consult with counsel and the written
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;

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

                  (f) prior to the occurrence of an Event of Default with
respect to the Securities of any series and after the curing or waiving of all
such Events of Default which may have occurred, 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, approval or other paper or document, or the books and records of
the Company, unless requested in writing to do so by the Holders of a majority
in principal amount of the Outstanding Securities of any series; provided,
however, that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such
investigation is not, in the opinion of the Trustee, reasonably assured to the
Trustee by the security afforded to it by the terms of this Indenture, the
Trustee may require reasonable indemnity against such costs, expenses or
liabilities as a condition to so proceeding; the reasonable expense of every
such investigation shall be paid by the Company or, if paid by the Trustee,
shall be repaid by the Company upon demand;




                                       43


                  (g) the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and the Trustee shall not be responsible for any misconduct
or negligence on the part of any agent or attorney appointed with due care by it
hereunder; and

                  (h) the Trustee shall not be required 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 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.

         Section 6.04 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
SECURITIES. The recitals herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and neither the Trustee nor any Authenticating Agent assumes any responsibility
for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Securities, except that the Trustee
represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Securities and perform its obligations hereunder, and that the
statements made by it or to be made by it in a Statement of Eligibility and
Qualification on Form T-1 supplied to the Company are true and accurate. Neither
the Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof.

         Section 6.05 MAY HOLD SECURITIES. The Trustee, any Authenticating
Agent, any Paying Agent, any Security Registrar or any other agent of the
Company, in its individual or any other capacity, may become the owner or
pledgee of Securities and, subject to Sections 6.08 and 6.13, may otherwise deal
with the Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.

         Section 6.06 MONEY HELD IN TRUST. Money held by the Trustee in
trust hereunder (including amounts held by the Trustee as Paying Agent) 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 upon in writing with the Company.

         Section 6.07 COMPENSATION AND REIMBURSEMENT.  The Company agrees:

                  (1) to pay to the Trustee from time to time reasonable
compensation as negotiated between the Company and the Trustee for all services
rendered by it hereunder (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust);

                  (2) except as otherwise expressly provided herein, to
reimburse the Trustee upon its request for all reasonable 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 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




                                       44


                  (3) to indemnify the Trustee for, and to hold it harmless
against, any loss, liability, damage, claim or expense, including taxes (other
than taxes based upon or determined or measured 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 the trust or trusts
hereunder, including the 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.

When the Trustee incurs expenses or renders services in connection with an Event
of Default specified in Section 5.01(6) or Section 5.01(7), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Bankruptcy Law.

                  The provisions of this Section 6.07 shall survive this
Indenture and the resignation or removal of the Trustee.

         Section 6.08 DISQUALIFICATION; CONFLICTING INTERESTS. The Trustee
shall be disqualified only where such disqualification is required by Section
310(b) of the Trust Indenture Act. Nothing shall prevent the Trustee from filing
with the Commission the application referred to in the second to last paragraph
of Section 310(b) of the Trust Indenture Act.

         Section 6.09 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY. There shall
at all times be a Trustee hereunder which shall be eligible to act as Trustee
under Section 310(a)(1) of the Trust Indenture Act having a combined capital and
surplus (together with its parent) of at least $100,000,000 and subject to
supervision or examination by federal or State authority. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. Neither the Company nor any Person directly or
indirectly controlling, controlled by, or under common control with the Company
may serve as Trustee. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

         Section 6.10 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

                  (a) No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 6.11.

                  (b) The Trustee may resign at any time with respect to
the Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 6.11 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any
court



                                       45


of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

                  (c) The Trustee may be removed at any time with respect
to the Securities of any series by Act of the Holders of a majority in principal
amount of the Outstanding Securities of such series, delivered to the Trustee
and to the Company.

                  (d) If at any time:

                           (i) the Trustee shall fail to comply with Section
310(b) of the Trust Indenture Act after written request therefor by the Company
or by any Holder who has been a bona fide Holder of a Security for at least six
months; or

                           (ii) the Trustee shall cease to be eligible under
Section 6.09 and shall fail to resign after written request therefor by the
Company or by any such Holder of a Security who has been a bona fide Holder of a
Security for at least six months; or

                           (iii) the Trustee shall become incapable of acting or
shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
property shall be appointed or any public officer shall take charge or control
of the Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation;

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (ii) subject to Section 315(e) of the
Trust Indenture Act, any Holder who has been a bona fide Holder of a Security
for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee with respect to all Securities and the appointment of a successor
Trustee or Trustees.

                  (e) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, with respect to the Securities of one or more series, the Company, by
a Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series) and shall comply with
the applicable requirements of Section 6.11. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
6.11, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company with
respect to such Securities. If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the Company or the
Holders and accepted appointment in the manner required by Section 6.11, any
Holder who has been a bona fide Holder of a Security of such series for at least
six months may,



                                       46


on behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.

                  (f) The Company shall give notice of each resignation and
each removal of the Trustee with respect to the Securities of any series and
each appointment of a successor Trustee with respect to the Securities of any
series by mailing written notice of such event by first-class mail, postage
prepaid, to all Holders of Securities of such series as their names and
addresses appear in the Security Register. Each notice shall include the name of
the successor Trustee with respect to the Securities of such series and the
address of its Corporate Trust Office.

         Section 6.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

                  (a) In case of the appointment hereunder of a successor
Trustee with respect to all Securities, every such successor Trustee so
appointed shall execute, acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Company or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder.

                  (b) In case of the appointment hereunder of a successor
Trustee with respect to the Securities of some (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the
Securities of such series shall execute and deliver an indenture supplemental
hereto wherein each successor Trustee shall accept such appointment and which
(1) shall contain such provisions as shall be necessary or desirable to transfer
and confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates; but, on request of the Company or any successor Trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring



                                       47


Trustee hereunder with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates.

                  (c) Upon request of any such successor Trustee, the
Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights, powers and
trusts referred to in paragraph (a) or (b) of this Section, as the case may be.

                  (d) No successor Trustee shall accept its appointment
unless at the time of such acceptance such successor Trustee shall be qualified
and eligible under the Trust Indenture Act.

         Section 6.12 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor (by merger,
conversion, consolidation or otherwise as permitted hereunder) to such
authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.

         Section 6.13 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.
The Trustee shall comply with Section 311(a) of the Trust Indenture Act,
excluding any creditor relationship listed in Section 311(b) of the Trust
Indenture Act. A Trustee who has resigned or been removed shall be subject to
Section 311(a) of the Trust Indenture Act to the extent indicated therein.

         Section 6.14 APPOINTMENT OF AUTHENTICATING AGENT. At any time when
any of the Securities remain Outstanding the Trustee may appoint an
Authenticating Agent or Agents with respect to one or more series of Securities
which shall be authorized to act on behalf of, and subject to the direction of,
the Trustee to authenticate Securities of such series issued upon exchange,
registration of transfer or partial redemption thereof or pursuant to Section
3.06, and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus (together with its parent) of not less
than $100,000,000 and subject to supervision or examination by federal or State
authority. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said



                                       48


supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in
this Section.

Any corporation into which an Authenticating Agent may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which such Authenticating Agent shall be a party,
or any corporation succeeding to the corporate agency or corporate trust
business of an Authenticating Agent, shall continue to be an Authenticating
Agent, provided such corporation shall be otherwise eligible under this Section,
without the execution or filing of any paper or any further act on the part of
the Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written notice thereof
to the Trustee and to the Company. The Trustee may at any time terminate the
agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation as negotiated between the Company and such
Authenticating Agent for its services under this Section.

If an appointment with respect to one or more series is made pursuant to this
Section, the Securities of such series may have endorsed thereon, in addition to
the Trustee's certificate of authentication, an alternate certificate of
authentication in the following form:


                         Form of Authenticating Agent's
                          Certificate of Authentication

Dated:_________________

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.




                                       49


                                                --------------------------
                                                As Trustee

                                                By ________________________
                                                     As Authenticating Agent


                                                By ________________________
                                                     Authorized Signatory

         Section 6.15 COMPLIANCE WITH TAX LAWS. The Trustee hereby agrees
to comply with all U.S. Federal income tax information reporting and withholding
requirements applicable to it with respect to payments of premium (if any) and
interest on the Securities of any series, whether acting as Trustee, Security
Registrar, Paying Agent or otherwise with respect to the Securities of any
series.

                                    ARTICLE 7

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

         Section 7.01 COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
HOLDERS. The Company will furnish or cause to be furnished to the Trustee:

                  (a) semi-annually, not later than 15 days after the
Regular Record Date for each series of Securities, a list, in such form as the
Trustee may reasonably require, of the names and addresses of the Holders of
Securities as of such Regular Record Date (unless the Trustee has such
information), or if there is no Regular Record Date for interest for such series
of Securities, semi-annually, upon such dates as are set forth in the Board
Resolution or indenture supplemental hereto authorizing such series, and

                  (b) at such other times as the Trustee may request in
writing, within 30 days after the receipt by the Company of any such request, a
list of similar form and content as of a date not more than 15 days prior to the
time such list is furnished;

provided, however, that so long as the Trustee is the Security Registrar, no
such list shall be required to be furnished.

         Section 7.02 PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

                  (a) The Trustee shall preserve, in as current a form as
is reasonably practicable, the names and addresses of Holders contained in the
most recent list furnished to the Trustee as provided in Section 7.01 and the
names and addresses of Holders received by the Trustee in its capacity as
Security Registrar. The Trustee may destroy any list furnished to it as provided
in Section 7.01 upon receipt of a new list so furnished.




                                       50


                  (b) If three or more Holders (herein referred to as
"APPLICANTS") apply in writing to the Trustee, and furnish to the Trustee
reasonable proof that each such applicant has owned a Security for a period of
at least six months preceding the date of such application, and such application
states that the applicants desire to communicate with other Holders with respect
to their rights under this Indenture or under the Securities and is accompanied
by a copy of the form of proxy or other communication which such applicants
propose to transmit, then the Trustee shall, within five Business Days after the
receipt of such application, at its election, either:

                           (i) afford such applicants access to the information
preserved at the time by the Trustee in accordance with Section 7.02(a); or

                           (ii) inform such applicants as to the approximate
number of Holders whose names and addresses appear in the information preserved
at the time by the Trustee in accordance with Section 7.02(a), and as to the
approximate cost of mailing to such Holders the form of proxy or other
communication, if any, specified in such application.

If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder whose name and address appears in the information preserved
at the time by the Trustee in accordance with Section 7.02(a) a copy of the form
of proxy or other communication which is specified in such request, with
reasonable promptness after a tender to the Trustee of the material to be mailed
and of payment, or provision for the payment, of the reasonable expenses of
mailing, unless within five days after such tender the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interests of the Holders
or would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, after opportunity for a hearing
upon the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find,
after notice and opportunity for hearing, that all objections so sustained have
been met and shall enter an order so declaring, the Trustee shall mail copies of
such material to all such Holders with reasonable promptness after the entry of
such order and the renewal of such tender; otherwise the Trustee shall be
relieved of any obligation or duty to such applicants respecting their
application.

                  (c) Every Holder of Securities, by receiving and holding
the same, agrees with the Company and the Trustee that neither the Company nor
the Trustee nor any agent of either of them shall be held accountable by reason
of the disclosure of any such information as to the names and addresses of the
Holders in accordance with Section 7.02(b), regardless of the source from which
such information was derived, and that the Trustee shall not be held accountable
by reason of mailing any material pursuant to a request made under Section
7.02(b).

         Section 7.03 REPORTS BY TRUSTEE.



                                       51


                  (a) Within 60 days after ______ of each year commencing
with the year 200_, the Trustee shall transmit by mail to all Holders of
Securities as provided in Section 313(c) of the Trust Indenture Act, a brief
report dated as of ______, if required by and in compliance with Section 313(a)
of the Trust Indenture Act. The Trustee shall also comply with Section 313(b) of
the Trust Indenture Act.

                  (b) A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange or
inter-dealer quotation system upon which any Securities are listed, with the
Commission and with the Company. The Company will notify the Trustee when any
Securities are listed on any stock exchange or any inter-dealer quotation
system.

         Section 7.04 REPORTS BY COMPANY.  The Company shall:

                  (1) file with the Trustee, within 15 days after the
Company is required to file the same with the Commission, copies of the annual
reports and of the information, documents and other reports (or copies of such
portions of any of the foregoing as the Commission may from time to time by
rules and regulations prescribe) which the Company may be required to file with
the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or,
if the Company is not required to file information, documents or reports
pursuant to either of said Sections, then it shall file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from time to
time by the Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of the
Exchange Act in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and
regulations;

                  (2) file with the Trustee and the Commission, in
accordance with rules and regulations prescribed from time to time by the
Commission, such additional information, documents and reports with respect to
compliance by the Company with the conditions and covenants of this Indenture as
may be required from time to time by such rules and regulations;

                  (3) transmit or cause to be transmitted by mail to all
Holders, as their names and addresses appear in the Security Register, (a) as
promptly as reasonably practicable following the furnishing of the same to its
stockholders, the Company's annual report to stockholders, containing certified
financial statements, and any other financial reports which the Company
generally furnishes to its stockholders, and (b) within 30 days after the filing
thereof with the Trustee, such summaries of any other information, documents and
reports required to be filed by the Company pursuant to paragraphs (1) and (2)
of this Section as may be required by rules and regulations prescribed from time
to time by the Commission; and

                  (4) furnish to the Trustee, on ___________ of each year,
a brief certificate from the principal executive officer, principal financial
officer or principal accounting officer as to his or her knowledge of the
Company's compliance with all conditions and covenants under this Indenture. For
purposes of this paragraph, such compliance shall be determined without regard
to any period of grace or requirement of notice provided under this Indenture.
Such certificate need not comply with Section 1.02.




                                       52


                                    ARTICLE 8

                 CONSOLIDATION, MERGER, LEASE, SALE OR TRANSFER

         Section 8.01 WHEN COMPANY MAY MERGE, ETC. Except as may be
otherwise provided as contemplated by Section 3.01 relating to Securities of a
series, the Company shall not consolidate with, or merge with or into, any other
Person (whether or not the Company shall be the surviving corporation or
entity), or convey, transfer or lease all or substantially all of its properties
and assets as an entirety or substantially as an entirety to any Person or group
of affiliated Persons, in one transaction or a series of related transactions,
unless:

                  (1) either the Company shall be the continuing Person or
the Person (if other than the Company) formed by such consolidation or with
which or into which the Company is merged or the Person (or group of affiliated
Persons) to which all or substantially all the properties and assets of the
Company as an entirety or substantially as an entirety are conveyed, transferred
or leased shall be a corporation or other entity (group of affiliated
corporations or entities) organized and existing under the laws of the United
States of America or any State thereof or the District of Columbia and shall
expressly assume, by an indenture supplemental hereto, executed and delivered to
the Trustee, in form reasonably satisfactory to the Trustee, all the obligations
of the Company under the Securities and this Indenture; and

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

Notwithstanding the foregoing, the Company may (a) consolidate with, or merge
with or into, an Affiliate incorporated for the purpose incorporating the
Company in another jurisdiction and/or (b) convey, transfer or lease all or
substantially all of its properties and assets as an entirety or substantially
as an entirety to any Subsidiary or Subsidiaries, in one transaction or a series
of related transactions.

         Section 8.02 OPINION OF COUNSEL. The Company shall deliver to the
Trustee prior to the proposed transaction(s) covered by Section 8.01 an
Officers' Certificate and an Opinion of Counsel stating that the transaction(s)
and such supplemental indenture comply with this Indenture and that all
conditions precedent to the consummation of the transaction(s) under this
Indenture have been met.

         Section 8.03 SUCCESSOR CORPORATION SUBSTITUTED. Upon any
consolidation by the Company with or merger by the Company into any other
corporation or other entity or any conveyance, transfer or lease all or
substantially all of the property and assets of the Company in accordance with
Section 8.01, the successor corporation or other entity formed by such
consolidation or into which the Company is merged or the successor corporation
or entity or affiliated group of corporations or entities to which such lease,
sale, assignment or transfer 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 corporation or corporations or entity or
entities had been named as the Company herein, and thereafter, except



                                       53


in the case of a lease, the predecessor corporation or corporations or entity or
entities shall be relieved of all obligations and covenants under this Indenture
and the Securities and in the event of such conveyance or transfer, except in
the case of a lease, any such predecessor corporation may be dissolved and
liquidated.

                                    ARTICLE 9

                             SUPPLEMENTAL INDENTURES

         Section 9.01 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.
Without notice to or the consent of any Holders, the Company, when authorized by
a Board Resolution, and the Trustee, at any time and from time to time, may
enter into one or more indentures supplemental hereto, in form reasonably
satisfactory to the Trustee, for any of the following purposes:

                  (1) to evidence the succession of another corporation to the
Company and the assumption by any such successor of the covenants of the Company
herein and in the Securities; or

                  (2) to add to the covenants of the Company for the benefit of
the Holders of all or any series of Securities (and if such covenants are to be
for the benefit of less than all series of Securities, stating that such
covenants are expressly being included solely for the benefit of such series) or
to surrender any right or power herein conferred upon the Company; or

                  (3) to add any additional Events of Default with respect to
all or any series of Securities; or

                  (4) to add or change any of the provisions of this Indenture
to such extent as shall be necessary to permit or facilitate the issuance of
Securities in bearer form, registrable or not registrable as to principal, and
with or without interest coupons; or

                  (5) to change or eliminate any of the provisions of this
Indenture, provided that any such change or elimination shall become effective
only when there is no Security Outstanding of any series created prior to the
execution of such supplemental indenture which is entitled to the benefit of
such provision; or

                  (6) to secure the Securities; or

                  (7) to establish the form or terms of Securities of any series
as permitted by Sections 2.01 and 3.01; or

                  (8) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or more
series and to add to or change any of the provisions of this Indenture as shall
be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, pursuant to the requirements of Section
6.11(b); or




                                       54


                  (9) to cure any ambiguity, defect or inconsistency or to
correct or supplement any provision herein which may be inconsistent with any
other provision herein; or

                  (10) to make any change that does not materially adversely
affect the interests of the Holders of Securities of any series then
Outstanding; or

                  (11) to add Guarantees with respect to any or all of the
Securities; or

                  (12) to provide for uncertificated Securities in addition
to or in place of certificated Securities (provided that the uncertificated
Securities are issued in registered form for purposes of Section 163(f) of the
Internal Revenue Code or in a manner such that the uncertificated Securities are
described in Section 163(f)(2)(B) of such Code).

Upon request of the Company, accompanied by a Board Resolution authorizing the
execution of any such supplemental indenture, and upon receipt by the Trustee of
the documents described in (and subject to the last sentence of) Section 9.03,
the Trustee shall join with the Company in the execution of any supplemental
indenture authorized or permitted by the terms of this Indenture.

         Section 9.02 SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. With
the written consent of the Holders of a majority in aggregate principal amount
of the Outstanding Securities of each series affected by such supplemental
indenture (with the Securities of each series voting as a class), by Act of said
Holders delivered to the Company and the Trustee, the Company, when authorized
by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,

                  (1) change the Stated Maturity of the principal of, or
premium, if any, or any installment of principal of or premium, if any, or
interest on, any Security, or reduce the principal amount thereof or the rate of
interest thereon or any premium payable upon the redemption, repurchase or
repayment thereof, or change the manner in which the amount of any principal
thereof or premium, if any, or interest thereon is determined, or reduce the
amount of the principal of any Original Issue Discount Security that would be
due and payable upon a declaration of acceleration of the Maturity thereof
pursuant to Section 5.02, or change any Place of Payment where, or the coin or
currency or currency unit in which, any Security or any premium or 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);

                  (2) reduce the percentage in principal amount of the
Outstanding Securities of any series, the consent of whose Holders is required
for any such supplemental indenture, or the consent of whose Holders is required
for any waiver of compliance with certain provisions of this Indenture or
Defaults or Events of Default hereunder and their consequences provided for in
this Indenture; or




                                       55


                  (3) modify any of the provisions of this Section, Section
5.13 or Section 10.06, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived without
the consent of the Holder of each Outstanding Security affected thereby;
provided, however, that this clause shall not be deemed to require the consent
of any Holder with respect to changes in the references to "the Trustee" and
concomitant changes in this Section and Section 10.06, or the deletion of this
proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8).

A supplemental indenture which changes or eliminates any covenant or other
provisions of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

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

         Section 9.03 EXECUTION OF SUPPLEMENTAL INDENTURES. The Trustee
shall sign any supplemental indenture authorized pursuant to this Article,
subject to the last sentence of this Section 9.03. In executing, or accepting
the additional trusts created by, any supplemental indenture permitted by this
Article or the modifications thereby of the trusts created by this Indenture,
the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be
fully protected in relying upon, an Officers' Certificate and an Opinion of
Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture. The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture which affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise.

         Section 9.04 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.

         Section 9.05 CONFORMITY WITH TRUST INDENTURE ACT. Every
supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act as then in effect.

         Section 9.06 REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.
Securities of any series 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 of any series 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



                                       56


Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series.

         Section 9.07 SUBORDINATION UNIMPAIRED. This Indenture may not be
amended to alter the subordination of any of the Outstanding Securities without
the written consent of each holder of Senior Debt then outstanding that would be
adversely affected thereby.


                                   ARTICLE 10

                                    COVENANTS

         Section 10.01 PAYMENTS OF SECURITIES. With respect to each series
of Securities, the Company will duly and punctually pay the principal of (and
premium, if any) and interest on such Securities in accordance with their terms
and this Indenture, and will duly comply with all the other terms, agreements
and conditions contained in, or made in the Indenture for the benefit of, the
Securities of such series.

         Section 10.02 MAINTENANCE OF OFFICE OR AGENCY. The Company will
maintain an office or agency in each Place of Payment where Securities may be
surrendered for registration of transfer or exchange or for presentation for
payment, where notices and demands to or upon the Company in respect of the
Securities and this Indenture may be served. The Company will give prompt
written notice to the Trustee of the location, and any change in location, of
such office or agency. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the address of the Trustee as set forth in Section 1.05 hereof.

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. The Company
will give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or agency.

         Section 10.03 COMPLIANCE CERTIFICATES.

                  (a) The Company shall deliver to the Trustee within 90
days after the end of each fiscal year of the Company (which fiscal year
currently ends on December 31), an Officers' Certificate stating whether or not
the signer knows of any Default or Event of Default by the Company that occurred
prior to the end of the fiscal year and is then continuing. If the signer does
know of such a Default or Event of Default, the certificate shall describe each
such Default or Event of Default and its status and the specific section or
sections of this Indenture in connection with which such Default or Event of
Default has occurred. The Company shall also promptly notify the Trustee in
writing should the Company's fiscal year be changed so that the end thereof is
on any date other than the date on which the Company's fiscal year currently
ends.



                                       57


The certificate need not comply with Section 1.02 hereof, but shall comply with
Section 314(a)(4) of the Trust Indenture Act.

                  (b) The Company shall deliver to the Trustee, within 10
days after the occurrence thereof, notice of any acceleration which with the
giving of notice and the lapse of time would be an Event of Default within the
meaning of Section 5.01(5) hereof.

                  (c) The Company shall deliver to the Trustee forthwith
upon becoming aware of a Default or Event of Default (but in no event later than
10 days after the occurrence of each Default or Event of Default that is
continuing), an Officers' Certificate setting forth the details of such Default
or Event of Default and the action that the Company proposes to take with
respect thereto and the specific section or sections of this Indenture in
connection with which such Default or Event of Default has occurred.

         Section 10.04 WAIVER OF STAY, EXTENSION OR USURY LAWS. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim, and will actively
resist any and all efforts to be compelled to 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 from paying all or any portion of the principal of and/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)
the Company 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.

         Section 10.05 MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST. If
the Company shall at any time act as its own Paying Agent with respect to any
series of Securities, it will, on or before each due date of the principal of
(and premium, if any) or interest on any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal (and premium, if any) or interest so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided and will promptly notify the Trustee of its action or
failure so to act.

Whenever the Company shall have one or more Paying Agents for any series of
Securities, it will, on or prior to each due date of the principal of (and
premium, if any) or interest on any Securities of that series, deposit with a
Paying Agent a sum sufficient to pay the principal (and premium, if any) or
interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its action
or failure to so act.

The Company will cause each Paying Agent for any series of Securities (other
than the Trustee) to execute and deliver to the Trustee an instrument in which
such Paying Agent shall agree with the Trustee, subject to the provisions of
this Section, that such Paying Agent will:




                                       58


                  (1) hold all sums held by it for the payment of the
principal of (and premium, if any) or interest on Securities of that series in
trust for the benefit of the Persons entitled thereto until such sums shall be
paid to such Persons or otherwise disposed of as herein provided;

                  (2) give the Trustee notice of any default by the Company
(or any other obligor upon the Securities of that series) in the making of any
payment of principal (and premium, if any) or interest on the Securities of that
series; and

                  (3) at any time during the continuance of any such
default, upon the written request of the Trustee, forthwith pay to the Trustee
all sums so held in trust by such Paying Agent.

The Company may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or by Company Order
direct any Paying Agent to pay, to the Trustee all sums held in trust by the
Company or such Paying Agent, such sums to be held by the Trustee upon the same
trusts as those upon which such sums were held by the Company or such Paying
Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying
Agent shall be released from all further liability with respect to such money.

Any money deposited with the Trustee or any Paying Agent, or then held by the
Company, in trust for the payment of the principal of (and premium, if any) or
interest on any Security of any series and remaining unclaimed for one year
after such principal (and premium, if any) or interest has become due and
payable shall, subject to any applicable escheat laws, be paid to the Company on
Company Request, or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee of such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in a
newspaper published in the English language, customarily published on each
Business Day and of general circulation in _________________, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.

         Section 10.06 WAIVER OF CERTAIN COVENANTS. The Company may omit in
any particular instance to comply with any term, provision or condition set
forth in Article 8, Article 10 (other than Sections __ or __) or any covenant
specified as contemplated under Section 3.01 with respect to the Securities of
any series if before the time for such compliance the Holders of not less than a
majority in principal amount of the Outstanding Securities of such series shall,
by Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such term, provision or condition, but no such
waiver shall extend to or affect such term, provision or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect.




                                       59


                                   ARTICLE 11

                            REDEMPTION OF SECURITIES

         Section 11.01 APPLICABILITY OF ARTICLE. Securities of any series
which are redeemable before their Stated Maturity shall be redeemable in
accordance with their terms and (except as otherwise specified as contemplated
by Section 3.01 for Securities of any series) in accordance with this Article.

         Section 11.02 ELECTION TO REDEEM; NOTICE TO TRUSTEE. The election
of the Company to redeem any Securities shall be evidenced by a Board
Resolution. In case of any redemption at the election of the Company of less
than all the Securities of any series, the Company shall, at least 30 and not
more than 60 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date and of the principal amount of Securities of such series to be
redeemed. In the case of any redemption of Securities prior to the expiration of
any restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction.

         Section 11.03 SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED. If
less than all the Securities of any series are to be redeemed, the particular
Securities to be redeemed shall be selected prior to the giving of the
applicable notice of redemption to Holders by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, substantially
pro rata, by lot or by any other method as the Trustee considers fair and
appropriate and that complies with the requirements of the principal national
securities exchange, if any, on which such Securities are listed, and which may
provide for the selection for redemption of portions (equal to the minimum
authorized denomination for Securities of that series or any integral multiple
thereof) of the principal amount of Securities of such series of a denomination
larger than the minimum authorized denomination for Securities of that series;
provided that in case the Securities of such series have different terms and
maturities, the Securities to be redeemed shall be selected by the Company and
the Company shall give notice thereof to the Trustee.

The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.

For all purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of the Securities shall relate, in the
case of any Securities redeemed or to be redeemed only in part, to the portion
of the principal amount of such Securities which has been or is to be redeemed.

         Section 11.04 NOTICE OF REDEMPTION. Notice of redemption shall be
given by first-class mail, postage prepaid, mailed not less than 30 nor more
than 45 days prior to the Redemption Date, to each Holder of Securities to be
redeemed, at his address appearing in the Security Register.




                                       60


         All notices of redemption shall state:

                  (1) the Redemption Date;

                  (2) the Redemption Price;

                  (3) if less than all the Outstanding Securities of any
series are to be redeemed, the identification (and, in the case of partial
redemption, the principal amounts) of the particular Securities to be redeemed;

                  (4) that on the Redemption Date the Redemption Price will
become due and payable upon each such Security to be redeemed and, if
applicable, that interest thereon will cease to accrue on and after said date;

                  (5) the place or places where such Securities are to be
surrendered for payment of the Redemption Price;

                  (6) that the redemption is for a sinking fund, if such is the
case; and

                  (7) the CUSIP number, if any, of the Securities to be
redeemed.

Notice of redemption of Securities to be redeemed at the election of the Company
shall be given by the Company or, at the Company's request, by the Trustee in
the name and at the expense of the Company.

         Section 11.05 DEPOSIT OF REDEMPTION PRICE. On or prior to any
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 10.05) an amount of money sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on, all the Securities which are to be redeemed
on that date.

Unless any Security by its terms prohibits any sinking fund payment obligation
from being satisfied by delivering and crediting Securities (including
Securities redeemed otherwise than through a sinking fund), the Company may
deliver such Securities to the Trustee for crediting against such payment
obligation in accordance with the terms of such Securities and this Indenture.

         Section 11.06 SECURITIES PAYABLE ON REDEMPTION DATE. Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest. Upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be paid by the
Company at the Redemption Price, together with accrued interest to the
Redemption Date; provided, however, that installments of interest whose Stated
Maturity is on or prior to the Redemption Date shall be



                                       61


payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Regular
or Special Record Dates according to their terms and the provisions of Section
3.07.

If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal (and premium, if any) shall, until paid,
bear interest from the Redemption Date at the rate prescribed therefor in the
Security.

         Section 11.07 SECURITIES REDEEMED IN PART. Any Security which is to
be redeemed only in part shall be surrendered at an office or agency of the
Company at a Place of Payment therefor (with, if the Company or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or his attorney duly authorized in writing), 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 the same series and
Stated Maturity, of any authorized denomination as requested by such Holder, in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Security so surrendered.

                                   ARTICLE 12

                                  SINKING FUNDS

         Section 12.01 APPLICABILITY OF ARTICLE. The provisions of this
Article shall be applicable to any sinking fund for the retirement of Securities
of a series, except as otherwise specified as contemplated by Section 3.01 for
Securities of such series.

The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "MANDATORY SINKING FUND
PAYMENT," and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "OPTIONAL SINKING
FUND PAYMENT." If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 12.02. Each sinking fund payment shall be applied to the redemption
of Securities of any series as provided for by the terms of Securities of such
series.

         Section 12.02 SATISFACTION OF SINKING FUND PAYMENTS WITH
SECURITIES. The Company (1) may deliver Securities of a series (other than any
Securities previously called for redemption) and (2) may apply as a credit
Securities of a series which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
series; provided that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.




                                       62


         Section 12.03 REDEMPTION OF SECURITIES FOR SINKING FUND. Not less
than 45 days (or such shorter period reasonably acceptable to the Trustee) prior
to each sinking fund payment date for any series of Securities, the Company will
deliver to the Trustee an Officers' Certificate specifying the amount of the
next ensuing sinking fund payment for that series pursuant to the terms of that
series, the portion thereof, if any, which is to be satisfied by payment of cash
and the portion thereof, if any, which is to be satisfied by delivering and
crediting Securities of that series pursuant to Section 12.02 and will also
deliver to the Trustee any Securities to be so delivered (which have not been
previously delivered). Not less than 30 days before each such sinking fund
payment date the Trustee shall select the Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 11.03 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 11.04. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 11.06 and 11.07.

                                   ARTICLE 13

                       DEFEASANCE AND COVENANT DEFEASANCE

         Section 13.01 APPLICABILITY OF ARTICLE; COMPANY'S OPTION TO EFFECT
DEFEASANCE OR COVENANT DEFEASANCE. Unless as otherwise specified as contemplated
by Section 3.01 for Securities of such series, provision is made for the
inapplicability of, in whole or in part, or any modification to, either or both
of (a) defeasance of the Securities of a series under Section 13.02 or (b)
covenant defeasance of the Securities of a series under Section 13.03, then the
provisions of such Section or Sections, as the case may be, together with the
other provisions of this Article, shall be applicable to the Securities of such
series and the Company may at its option by Board Resolution, at any time, with
respect to the Securities of such series elect to have either Section 13.02
(unless inapplicable) or Section 13.03 (unless inapplicable) be applied to the
Outstanding Securities of such series upon compliance with the applicable
conditions set forth below in this Article.

         Section 13.02 DEFEASANCE AND DISCHARGE. Upon the Company's exercise
of the option provided in Section 13.01 to defease the Outstanding Securities of
a particular series, the Company shall be discharged from its obligations with
respect to the Outstanding Securities of such series on the date the applicable
conditions set forth in Section 13.04 are satisfied (hereinafter, "DEFEASANCE").
Defeasance shall mean that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by the Outstanding Securities of
such series and to have satisfied all its other obligations under such
Securities and this Indenture insofar as such Securities are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same); provided, however, that the following rights,
obligations, powers, trusts, duties and immunities shall survive until otherwise
terminated or discharged hereunder: (A) the rights of Holders of Outstanding
Securities of such series to receive, solely from the trust fund provided for in
Section 13.04, payments in respect of the principal of (and 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 3.04, 3.05, 3.06,
10.02 and 10.05, (C) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and (D) this Article. Subject to compliance with this Article,
the Company may exercise its



                                       63


option with respect to defeasance under this Section 13.02 notwithstanding the
prior exercise of its option with respect to covenant defeasance under Section
13.03 in regard to the Securities of such series.

         Section 13.03 COVENANT DEFEASANCE. Upon the Company's exercise of
the option provided in Section 13.01 to obtain a covenant defeasance with
respect to the Outstanding Securities of a particular series, the Company shall
be released from its obligations under this Indenture and any applicable
supplemental indenture (except its obligations under Sections 3.04, 3.05, 3.06,
5.06, 5.09, 6.10, 10.01, 10.02, 10.03, 10.04 and 10.05) with respect to the
Outstanding Securities of such series on and after the date the applicable
conditions set forth in Section 13.04 are satisfied (hereinafter, "COVENANT
DEFEASANCE"). Covenant defeasance shall mean that, with respect to the
Outstanding Securities of such series, the Company may omit to comply with and
shall have no liability in respect of any term, condition or limitation set
forth in this Indenture and any applicable supplemental indenture (except its
obligations under Sections 3.04, 3.05, 3.06, 5.06, 5.09, 6.10, 10.01, 10.02,
10.03, 10.04 and 10.05), whether directly or indirectly by reason of any
reference elsewhere herein or by reason of any reference to any other provision
herein or in any other document, and such omission to comply shall not
constitute an Event of Default under Section 5.01(4) or any such supplemental
indenture with respect to Outstanding Securities of such series, and the
remainder of this Indenture and of the Securities of such series shall be
unaffected thereby.

         Section 13.04 CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE. The
following shall be the conditions to defeasance under Section 13.02 and covenant
defeasance under Section 13.03 with respect to the Outstanding Securities of a
particular series:

                  (1) The Company shall irrevocably have deposited or
caused to be deposited with the Trustee (or another trustee satisfying the
requirements of Section 6.09 who shall agree to comply with the provisions of
this Article applicable to it), under the terms of an irrevocable trust
agreement in form and substance reasonably satisfactory to such Trustee, 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) money 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 the
due date of any payment, money in an amount, or (C) a combination thereof, in
each case sufficient, after payment of all federal, state and local taxes or
other charges or assessments in respect thereof payable by the Trustee, 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 Trustee (or other qualifying
trustee) to pay and discharge, (i) the principal of (and premium, if any, on)
and each installment of principal of (and premium, if any) and interest on the
Outstanding Securities of such series on the Stated Maturity of such principal
or installment of principal or interest and (ii) any mandatory sinking fund
payments or analogous payments applicable to the Outstanding Securities of such
series on the day on which such payments are due and payable in accordance with
the terms of this Indenture and of such Securities.




                                       64


                  (2) No Default or Event of Default with respect to the
Securities of such series shall have occurred and be continuing on the date of
such deposit or shall occur as a result of such deposit.

                  (3) Such deposit, defeasance or covenant defeasance shall
not result in a breach or violation of, or constitute a default under, any other
material debt agreement or instrument to which the Company is a party or by
which it is bound.

                  (4) In the case of an election with respect to Section
13.02, the Company shall have delivered to the Trustee either (a) a ruling
directed to the Trustee received from the Internal Revenue Service to the effect
that the Holders of the Outstanding Securities of such series will not recognize
income, gain or loss for federal income tax purposes as a result of such
defeasance and will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such defeasance
had not occurred or (B) an Opinion of Counsel, based on such ruling or on a
change in the applicable federal income tax law since the date of this
Indenture, in either case to the effect that, and based thereon such opinion
shall confirm that, the Holders of the Outstanding Securities of such series
will not recognize income, gain or loss for federal income tax purposes as a
result of such defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such defeasance had not occurred.

                  (5) In the case of an election with respect to Section
13.03, the Company shall have delivered to the Trustee an Opinion of Counsel or
a ruling directed to the Trustee received from the Internal Revenue Service to
the effect that the Holders of the Outstanding Securities of such series 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.

                  (6) Such defeasance or covenant defeasance shall be
effected in compliance with any additional terms, conditions or limitations
which may be imposed on the Company in connection therewith pursuant to Section
3.01.

                  (7) The Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for relating to either the defeasance under
Section 13.02 or the covenant defeasance under Section 13.03 (as the case may
be) have been complied with.

         Section 13.05 DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD
IN TRUST. Subject to the provisions of the last paragraph of Section 10.05, all
money and Government Obligations (including the proceeds thereof) deposited with
the Trustee (or other qualifying trustee, collectively for purposes of this
Section 13.05, the "TRUSTEE") pursuant to Section 13.04 in respect of the
Outstanding Securities of a particular series shall be held in trust and applied
by the Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities of all sums due



                                       65


and to become due thereon in respect of principal (and 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 13.04 or the principal and interest received in respect
thereof, other than any such tax, fee or other charge which by law is for the
account of the Holders of the Outstanding Securities of such series.

Anything in this Article to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon Company Request any money
or Government Obligations held by it as provided in Section 13.04 with respect
to Securities of any series which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, are in excess of the amount thereof which
would then be required to be deposited for the purpose for which such money or
Government Obligations were deposited.

         Section 13.06 REINSTATEMENT. If the Trustee or the Paying Agent is
unable to apply any money or U.S. Government Obligations, as the case may be, in
accordance with this Article with respect to any Securities by reason of any
order or judgment of court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 13.02 or 13.03 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money or U.S. Government Obligations, as the case may be, held in trust
pursuant to Section 13.05 with respect to such Securities in accordance with
this Article; provided, however, that if the Company makes any payment of
principal of or any premium or interest on any such Security following such
reinstatement of its obligations, the Company shall be subrogated to the rights
(if any) of the Holders of such Securities to receive such payment from the
money or U.S. Government Obligations, as the case may be, so held in trust.

                                   ARTICLE 14

                                  SUBORDINATION

         Section 14.01 SECURITIES SUBORDINATED TO SENIOR DEBT. Except as
otherwise specified or contemplated by Section 3.01 or the other provisions of
this Agreement, the Company covenants and agrees, and each holder of a Security,
by his acceptance thereof, likewise covenants and agrees, that, to the extent
and in the manner hereinafter set forth in this Article, the payment of the
principal of and premium, if any, and interest on each and all of the Securities
are hereby expressly made subordinate and subject in right of payment to the
prior payment in full of all Senior Debt. The terms of this Article 14 may be
modified or amended for any series of Securities as contemplated by Section
3.01.

         Section 14.02 PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC. In
the event of (a) any insolvency or bankruptcy case or proceeding, or any
receivership, liquidation, reorganization or other similar case or proceeding in
connection therewith, relative to the Company or to its creditors or to its




                                       66


creditors or to its assets, or (b) any liquidation, dissolution or other
winding up of the Company, whether voluntary or involuntary and whether or not
involving insolvency or bankruptcy, or (c) any assignment for the benefit of
creditors or any other marshalling of assets and liabilities of the Company,
then and in any such event specified in (a), (b) or (c) above (each such event,
if any, a "PROCEEDING") the holders of Senior Debt shall be entitled to receive
payment in full of all amounts due or to become due on or in respect of all
Senior Debt, or provision shall be made for such payment in cash or cash
equivalents or otherwise in a manner satisfactory to the holders of Senior Debt,
before the holders of the Securities are entitled to receive any payment or
distribution of any kind or character, whether in cash, property or securities,
on account of principal of or premium, if any, or interest on the Securities or
on account of any purchase or other acquisition of Securities by the Company, or
any Subsidiary of the Company (all such payments, distributions, purchases and
acquisitions herein referred to, individually and collectively, as a "SECURITIES
PAYMENT"), and to that end the holders of all Senior Debt shall be entitled to
receive, for application to the payment thereof, any Securities Payment which
may be payable or deliverable in respect of the Securities in any such
Proceeding.

In the event that, notwithstanding the foregoing provisions of this Section, the
Trustee or the holder of any Security shall have received any Securities Payment
before all Senior Debt is paid in full or payment thereof provided for in cash
or cash equivalents or otherwise in a manner satisfactory to the holders of
Senior Debt, and if such fact shall, at or prior to the time of such Securities
Payment, have been made known to the Trustee or, as the case may be, such
holder, then and in such event such Securities Payment shall be paid over or
delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee,
custodian, assignee, agent or other Person making payment or distribution of
assets of the Company for application to the payment of all Senior Debt
remaining unpaid, to the extent necessary to pay all Senior Debt in full, after
giving effect to any concurrent payment or distribution to or for the holders of
Senior Debt.

For purposes of this Article only, the words "any payment or distribution of any
kind or character, whether in cash, property or securities" shall not be deemed
to include a payment or distribution of stock or securities of the Company
provided for by a plan of reorganization or readjustment authorized by an order
or decree of a court of competent jurisdiction in a reorganization proceeding
under any applicable bankruptcy law or of any other corporation provided for by
such plan of reorganization or readjustment which stock or securities are
subordinated in right of payment to all then outstanding Senior Debt to
substantially the same extent as the Securities are so subordinated as provided
in this Article. The consolidation of the Company with, or the merger of the
Company into, another Person or the liquidation or dissolution of the Company
following the conveyance, transfer, sale or lease of all or substantially all of
its properties and assets to another Person upon the terms and conditions set
forth in Article 8 shall not be deemed a Proceeding for the purposes of this
Section if the Person formed by such consolidation or into which the Company is
merged or the Person which acquires by conveyance, transfer, sale or lease such
properties and assets, as the case may be, shall, as a part of such
consolidation, merger, conveyance, transfer, sale or lease comply with the
conditions set forth in Article 8.

         Section 14.03 NO PAYMENT WHEN SENIOR DEBT IN DEFAULT. In the event
that any series of Securities are declared due and payable before their
maturity, then and in such event the holders



                                       67


of the Senior Debt outstanding at the time such series of Securities so become
due and payable shall be entitled to receive payment in full of all amounts due
or to become due on or in respect of all Senior Debt, or provision shall be made
for such payment in cash or cash equivalents or otherwise in a manner
satisfactory to the holders of such Senior Debt, before the holders of the
Securities of such series are entitled to receive any Securities Payment.

In the event and during the continuation of any default in the payment of
principal or of premium, if any, or interest on any Senior Debt beyond any
applicable grace period with respect thereto, or in the event that any event of
default with respect to any Senior Debt shall have occurred and be continuing
permitting the holders of such Senior Debt (or a trustee, or other
representative on behalf of the holders thereof) to declare such Senior Debt due
and payable prior to the date on which it would otherwise have become due and
payable, unless and until such event of default shall have been cured or waived
or shall have ceased to exist and any such acceleration shall have been
rescinded or annulled, or in the event any judicial proceeding shall be pending
with respect to any such default in payment or event of default, then no
Securities Payment shall be made.

In the event that, notwithstanding the foregoing, the Company shall make any
Securities Payment to the Trustee or any holder prohibited by the foregoing
provisions of this Section, and if such fact shall, at or prior to the time of
such Securities Payment, have been made known to the Trustee or, as the case may
be, such holder, then and in such event such Securities Payment shall be paid
over and delivered forthwith to the Company.

The provisions of this Section shall not apply to any Securities Payment with
respect to which Section 14.02 would be applicable.

         Section 14.04 PAYMENT PERMITTED IF NO DEFAULT. Nothing contained in
this Article or elsewhere in this Indenture or in any of the Securities shall
prevent (a) the Company, at any time except during the pendency of any
Proceeding referred to in Section 14.02 or under the conditions described in
Section 14.03, from making Securities Payments, or (b) the application by the
Trustee of any money deposited with it hereunder to Securities Payments or the
retention of such Securities Payment by the holders, if at the time of such
application by the Trustee, it did not have actual knowledge that such
Securities Payment would have been prohibited by the provisions of this Article.

         Section 14.05 SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR DEBT.
Subject to the payment in full of all amounts due or to become due on or in
respect of Senior Debt, or the provision for such payment in cash or cash
equivalents or otherwise in a manner satisfactory to the holders of Senior Debt,
the holders of the Securities shall be subrogated to the rights of the holders
of such Senior Debt to receive payments and distributions of cash, property and
securities applicable to the Senior Debt until the principal of and premium, if
any, and interest on the Securities shall be paid in full. For purposes of such
subrogation, no payments or distributions to the holders of the Senior Debt of
any cash, property or securities to which the holders of the Securities or the
Trustee would be entitled except for the provisions of this Article, and no
payments over pursuant to the provisions of this Article to the holders of
Senior Debt by holders of the Securities or the Trustee, shall, as among the
Company, its creditors other than holders of Senior



                                       68


Debt and the holders of the Securities, be deemed to be a payment or
distribution by the Company to or on account of the Senior Debt.

         Section 14.06 PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS. The
provisions of this Article are and are intended solely for the purpose of
defining the relative rights of the holders on the one hand and the holders of
Senior Debt on the other hand. Nothing contained in this Article or elsewhere in
this Indenture or in the Securities is intended to or shall (a) impair, as among
the Company, its creditors other than holders of Senior Debt and the holders of
the Securities, the obligation of the Company, which is absolute and
unconditional (and which, subject to the rights under this Article of the
holders of Senior Debt, is intended to rank equally with all other general
obligations of the Company), to pay to the holders of the Securities the
principal of and premium, if any, and interest on the Securities as and when the
same shall become due and payable in accordance with their terms; or (b) affect
the relative rights against the Company of the holders of the Securities and
creditors of the Company other than the holders of Senior Debt; or (c) prevent
the Trustee or the holder of any Security from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the
rights, if any, under this Article of the holders of Senior Debt to receive
cash, property and securities otherwise payable or deliverable to the Trustee or
such holder.

         Section 14.07 TRUSTEE TO EFFECTUATE SUBORDINATION. Each holder of a
Security by his acceptance thereof authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to effectuate the
subordination provided in this Article and appoints the Trustee his
attorney-in-fact for any and all such purposes.

         Section 14.08 NO WAIVER OF SUBORDINATION PROVISIONS. No right of
any present or future holder of any Senior Debt to enforce subordination as
herein provided 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 by any act or failure to
act, in good faith, by any such holder, or by any noncompliance by the Company
with the terms, provisions and covenants of this Indenture, regardless of any
knowledge thereof any such holder may have or be otherwise charged with.

Without in any way limiting the generality of the foregoing paragraph, 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 responsibility to the holders of the Securities and without impairing
or releasing the subordination provided in this Article or the obligations
hereunder of the holders of the Securities to the holders of Senior Debt, do any
one or more of the following: (i) change the manner, place or terms of payment
or extend the time of payment of, or renew or alter, Senior Debt, or otherwise
amend or supplement in any manner Senior Debt or any instrument evidencing the
same or any agreement under which Senior Debt is outstanding; (ii) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior Debt; (iii) release any Person liable in any manner
for the collection of Senior Debt; and (iv) exercise or refrain from exercising
any rights against the Company and any other Person.

         Section 14.09 NOTICE TO TRUSTEE. The Company shall give prompt
written notice to the Trustee of any fact known to the Company which would
prohibit the making of any payment to



                                       69


or by the Trustee in respect of the Securities. Notwithstanding the provisions
of this Article or any other provision of this Indenture, the Trustee shall not
be charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee in respect of the Securities, unless
and until a Responsible Officer of the Trustee shall have received written
notice thereof from the Company or a holder of Senior Debt or from any trustee
therefor or representative thereof; and, prior to the receipt of any such
written notice, the Trustee shall be entitled in all respects to assume that no
such facts exist; provided, however, that if the Trustee shall not have received
the notice provided for in this Section at least one full Business Day prior to
the date upon which by the terms hereof any money may become payable for any
purpose (including, without limitation, the payment of the principal of and
premium, if any, or interest on any Security), then, anything herein contained
to the contrary notwithstanding, the Trustee shall have full power and authority
to receive such money and to apply the same to the purpose for which such money
was received and shall not be affected by any notice to the contrary which may
be received by it within one full Business Day prior to such date.

Subject to the provisions of Section 6.01, 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 therefor or representative thereof) to
establish that such notice has been given by a holder of Senior Debt (or a
trustee therefor or representative thereof). In the event that the Trustee
determines in good faith that further evidence is required with respect to the
right of any Person as a holder of Senior Debt to participate in any payment or
distribution pursuant to this Article, 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, and if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the rights of such Person to receive such payment.

         Section 14.10 RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF
LIQUIDATING AGENT. Upon any payment or distribution of assets of the Company
referred to in this Article, the Trustee, subject to the provisions of Section
6.01, and the holders of the Securities shall be entitled to rely upon any order
or decree entered by any court of competent jurisdiction in which such
Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee for the benefit of creditors, agent or
other Person making such payment or distribution, delivered to the Trustee or to
the holders of Securities, for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of the Senior Debt
and other indebtedness of the Company, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article.

         Section 14.11 TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR DEBT. The
Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
Debt and shall not be liable to any such holders if it shall in good faith
mistakenly pay over or distribute to holders of Securities or to the Company or
to any other Person cash, property or securities to which any holders of Senior
Debt shall be entitled by virtue of this Article or otherwise. The Trustee shall
not be charged with knowledge of the existence of Senior Debt or of any facts
that would prohibit any payment hereunder unless a Responsible Officer of the
Trustee shall have received notice to that



                                       70


effect at the address of the Trustee set forth in Section 1.05. 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 and no implied covenants or obligations with respect to holders of
Senior Debt shall be read into this Indenture against the Trustee.

         Section 14.12 RIGHTS OF TRUSTEE AS HOLDER OF SENIOR DEBT;
PRESERVATION OF TRUSTEE'S RIGHTS. The Trustee in its individual capacity shall
be entitled to all the rights set forth in this Article with respect to any
Senior Debt which may at any time be held by it, to the same extent as any other
holder of Senior Debt, and nothing in this Indenture shall deprive the Trustee
of any of its rights as such holder.

Nothing in this Article shall apply to claims of, or payments to, the Trustee
under or pursuant to Section 6.07.

         Section 14.13 ARTICLE APPLICABLE TO PAYING AGENTS. In case at any
time any paying agent other than the Trustee shall have been appointed by the
Company and be then acting hereunder, the term "TRUSTEE" as used in this Article
shall in such case (unless the context otherwise requires) be construed as
extending to and including such paying agent within its meaning as fully for all
intents and purposes as if such paying agent were named in this Article in
addition to or in place of the Trustee; provided, however, that Sections 14.09
and 14.12 shall not apply to the Company or any Affiliate of the Company if it
or such Affiliate acts as Paying Agent.

                                   ARTICLE 15

                                   GUARANTEES

         Section 15.01 GUARANTEE. Any series of Securities may be guaranteed
by one or more of the Guarantors. The terms and the form of any such Guarantee
will be established in the manner contemplated by Section 3.01 for that
particular series of Securities.



                                       71



         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, all as of the day and year first above written.

                            REGENT COMMUNICATIONS, INC.


                            By: _______________________________________
                                Name: _________________________________
                                Title:___________________________________

Attest:

- ----------------------
Name:_________________
Title:__________________


                            [-------------------]
                            as Trustee


                            By: ________________________________________
                                Name: __________________________________
                                Title:____________________________________

Attest:

- ------------------------
Name: __________________
Title: ____________________


                           [GUARANTOR]


                           By: __________________________________
                           Name: ________________________________
                           Title: _________________________________


Attest: ______________________
Name: ______________________
Title: _______________________




                                       72

EX-4.37

EXHIBIT 4.37








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


                            REGENT BROADCASTING, INC.

                                       AND

                             ------------------------,

                                     TRUSTEE





                          FORM OF SENIOR DEBT INDENTURE


                    GUARANTEED TO THE EXTENT SET FORTH HEREIN
                         BY THE GUARANTORS NAMED HEREIN


                         DATED AS OF ____________, 200_








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







                            REGENT BROADCASTING, INC.

           Reconciliation and tie between Trust Indenture Act of 1939
                 and Indenture, dated as of ______________, 200_


             TRUST INDENTURE ACT SECTION     INDENTURE SECTION
                     310(a)(1)                    6.09
                        (a)(2)                    6.09
                        (a)(3)                    Not Applicable
                        (a)(4)                    Not Applicable
                        (b)                       6.08, 6.10
                     311(a)                       6.13
                        (b)                       6.13
                        (b)(2)                    7.03(a), 7.03(b)
                     312(a)                       7.01, 7.02(a)
                        (b)                       7.02(b)
                        (c)                       7.02(c)
                     313(a)                       7.03(a)
                        (b)                       7.03(a)
                        (c)                       7.03(a), 7.03(b)
                        (d)                       7.03(b)
                     314(a)                       7.04
                        (b)                       Not Applicable
                        (c)(1)                    1.02
                        (c)(2)                    1.02
                        (c)(3)                    Not Applicable
                        (d)                       Not Applicable
                        (e)                       1.02
                     315(a)                       6.01(a)
                        (b)                       6.02, 7.03(a)
                        (c)                       6.01(b)
                        (d)                       6.01(c)
                        (d)(1)                    6.01(a), 6.01(c)
                        (d)(2)                    6.01(c)
                        (d)(3)                    6.01(c)
                        (e)                       5.14
                     316(a)(1)(A)                 5.12
                        (a)(1)(B)                 5.02, 5.13
                        (a)(2)                    Not Applicable
                        (b)                       5.08
                        (c)                       1.04(e)
                     317(a)(1)                    5.03
                        (a)(2)                    5.04
                        (b)                       10.05
                     318(a)                       1.07









                                TABLE OF CONTENTS


                                                                                                               PAGE
                                                                                                               ----
                                                                                                             
ARTICLE 1      DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION............................................1

   Section 1.01     Definitions...................................................................................1
   Section 1.02     Compliance Certificates and Opinions..........................................................8
   Section 1.03     Form of Documents Delivered to Trustee........................................................8
   Section 1.04     Acts of Holders...............................................................................9
   Section 1.05     Notices, Etc., to Trustee and Company........................................................11
   Section 1.06     Notice to Holders; Waiver....................................................................11
   Section 1.07     Conflict with Trust Indenture Act............................................................11
   Section 1.08     Effect of Headings and Table of Contents.....................................................12
   Section 1.09     Successors and Assigns.......................................................................12
   Section 1.10     Separability Clause..........................................................................12
   Section 1.11     Benefits of Indenture........................................................................12
   Section 1.12     Governing Law................................................................................12
   Section 1.13     Legal Holidays...............................................................................12
   Section 1.14     No Recourse Against Others...................................................................12
   Section 1.15     Judgment Currency............................................................................13
   Section 1.16     Counterparts.................................................................................13

ARTICLE 2      SECURITY FORMS....................................................................................13

   Section 2.01     Forms Generally..............................................................................13
   Section 2.02     Form of Face of Security.....................................................................14
   Section 2.03     Form of Reverse of Security..................................................................16
   Section 2.04     Form of Trustee's Certificate of Authentication..............................................20
   Section 2.05     Securities in Global Form....................................................................21
   Section 2.06     Form of Legend for the Securities in Global Form.............................................21

ARTICLE 3      THE SECURITIES....................................................................................22

   Section 3.01     Amount Unlimited; Issuable in Series.........................................................22
   Section 3.02     Denominations................................................................................25
   Section 3.03     Execution, Authentication, Delivery and Dating...............................................25
   Section 3.04     Temporary Securities.........................................................................27
   Section 3.05     Registration, Registration of Transfer and Exchange..........................................27
   Section 3.06     Mutilated, Destroyed, Lost and Stolen Securities.............................................30
   Section 3.07     Payment of Interest; Interest Rights Preserved...............................................30
   Section 3.08     Persons Deemed Owners........................................................................31
   Section 3.09     Cancellation.................................................................................32
   Section 3.10     Computation of Interest......................................................................32
   Section 3.11     CUSIP Number.................................................................................32
   Section 3.12     Wire Transfers...............................................................................32




                                       ii






                                                                                                             

ARTICLE 4      SATISFACTION AND DISCHARGE........................................................................33

   Section 4.01     Satisfaction and Discharge of Indenture......................................................33
   Section 4.02     Application of Trust Money...................................................................33
   Section 4.03     Application to a Specific Series of Securities...............................................34

ARTICLE 5      REMEDIES..........................................................................................34

   Section 5.01     Events of Default............................................................................34
   Section 5.02     Acceleration of Maturity; Rescission and Annulment...........................................36
   Section 5.03     Collection of Indebtedness and Suits for Enforcement by......................................36
   Section 5.04     Trustee May File Proofs of Claim.............................................................37
   Section 5.05     Trustee May Enforce Claims Without Possession of Securities..................................38
   Section 5.06     Application of Money Collected...............................................................38
   Section 5.07     Limitation on Suits..........................................................................39
   Section 5.08     Unconditional Right of Holders to Receive Principal, Premium and Interest....................39
   Section 5.09     Restoration of Rights and Remedies...........................................................39
   Section 5.10     Rights and Remedies Cumulative...............................................................40
   Section 5.11     Delay or Omission Not Waiver.................................................................40
   Section 5.12     Control by Holders...........................................................................40
   Section 5.13     Waiver of Past Defaults......................................................................40
   Section 5.14     Undertaking for Costs........................................................................41

ARTICLE 6      THE TRUSTEE.......................................................................................41

   Section 6.01     Certain Duties and Responsibilities of the Trustee...........................................41
   Section 6.02     Notice of Defaults...........................................................................41
   Section 6.03     Certain Rights of Trustee....................................................................42
   Section 6.04     Not Responsible for Recitals or Issuance of Securities.......................................43
   Section 6.05     May Hold Securities..........................................................................43
   Section 6.06     Money Held in Trust..........................................................................43
   Section 6.07     Compensation and Reimbursement...............................................................43
   Section 6.08     Disqualification; Conflicting Interests......................................................44
   Section 6.09     Corporate Trustee Required; Eligibility......................................................44
   Section 6.10     Resignation and Removal; Appointment of Successor............................................44
   Section 6.11     Acceptance of Appointment by Successor.......................................................46
   Section 6.12     Merger, Conversion, Consolidation or Succession to Business..................................47
   Section 6.13     Preferential Collection of Claims Against Company............................................47
   Section 6.14     Appointment of Authenticating Agent..........................................................47
   Section 6.15     Compliance with Tax Laws.....................................................................49

ARTICLE 7      HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY.................................................49

   Section 7.01     Company to Furnish Trustee Names and Addresses of Holders....................................49
   Section 7.02     Preservation of Information; Communications to Holders.......................................49
   Section 7.03     Reports by Trustee...........................................................................50
   Section 7.04     Reports by Company...........................................................................51




                                      iii






                                                                                                             
ARTICLE 8      CONSOLIDATION, MERGER, LEASE, SALE OR TRANSFER....................................................52

   Section 8.01     When Company May Merge, Etc..................................................................52
   Section 8.02     Opinion of Counsel...........................................................................52
   Section 8.03     Successor Corporation Substituted............................................................52

ARTICLE 9      SUPPLEMENTAL INDENTURES...........................................................................53

   Section 9.01     Supplemental Indentures Without Consent of Holders...........................................53
   Section 9.02     Supplemental Indentures with Consent of Holders..............................................54
   Section 9.03     Execution of Supplemental Indentures.........................................................55
   Section 9.04     Effect of Supplemental Indentures............................................................55
   Section 9.05     Conformity with Trust Indenture Act..........................................................55
   Section 9.06     Reference in Securities to Supplemental Indentures...........................................55

ARTICLE 10        COVENANTS......................................................................................56

   Section 10.01    Payments of Securities.......................................................................56
   Section 10.02    Maintenance of Office or Agency..............................................................56
   Section 10.03    Compliance Certificates......................................................................56
   Section 10.04    Waiver of Stay, Extension or Usury Laws......................................................57
   Section 10.05    Money for Securities Payments to Be Held in Trust............................................57
   Section 10.06    Waiver of Certain Covenants..................................................................58

ARTICLE 11        REDEMPTION OF SECURITIES.......................................................................58

   Section 11.01    Applicability of Article.....................................................................58
   Section 11.02    Election to Redeem; Notice to Trustee........................................................59
   Section 11.03    Selection by Trustee of Securities to Be Redeemed............................................59
   Section 11.04    Notice of Redemption.........................................................................59
   Section 11.05    Deposit of Redemption Price..................................................................60
   Section 11.06    Securities Payable on Redemption Date........................................................60
   Section 11.07    Securities Redeemed in Part..................................................................61

ARTICLE 12        SINKING FUNDS..................................................................................61

   Section 12.01    Applicability of Article.....................................................................61
   Section 12.02    Satisfaction of Sinking Fund Payments with Securities........................................61
   Section 12.03    Redemption of Securities for Sinking Fund....................................................61

ARTICLE 13        DEFEASANCE AND COVENANT DEFEASANCE.............................................................62

   Section 13.01    Applicability of Article; Company's Option to Effect Defeasance or Covenant Defeasance ......62
   Section 13.02    Defeasance and Discharge.....................................................................62
   Section 13.03    Covenant Defeasance..........................................................................63
   Section 13.04    Conditions to Defeasance or Covenant Defeasance..............................................63
   Section 13.05    Deposited Money and Government Obligations To Be Held in Trust...............................64




                                       iv






                                                                                                             
   Section 13.06    Reinstatement................................................................................65

ARTICLE 14        GUARANTEES.....................................................................................65

   Section 14.01    Guarantee....................................................................................65




                                       v





         INDENTURE, dated as of ________________, 200_, between REGENT
BROADCASTING, INC., a Delaware corporation (herein called the "COMPANY"), the
GUARANTORS listed on Schedule 1 hereto (herein called the "GUARANTORS") and
________________, a ______________ trust company, as Trustee (herein called the
"TRUSTEE").

                             RECITALS OF THE COMPANY

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its senior unsecured
debentures, notes or other evidences of indebtedness (herein called the
"SECURITIES"), to be issued in one or more series as in this Indenture provided.

         All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and ratable benefit of the Holders of the Securities, as follows:

                                    ARTICLE 1

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         Section 1.01 DEFINITIONS. For all purposes of this Indenture,
except as otherwise expressly provided or unless the context otherwise requires:

                  (1) the terms defined in this Article have the meanings
assigned to them in this Article and include the plural as well as the singular;

                  (2) all other terms used herein which are defined in the
Trust Indenture Act, either directly or by reference therein, or defined by
Commission rule and not otherwise defined herein, have the meanings assigned to
them therein;

                  (3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with GAAP;

                  (4) the word "INCLUDING" (and with correlative meaning
"INCLUDE") means including, without limiting the generality of, any description
preceding such term; and

                  (5) the words "HEREIN," "HEREOF" and "HEREUNDER" and
other words of similar import refer to this Indenture as a whole and not to any
particular Article, Section or other subdivision.





         "ACT" when used with respect to any Holder, has the meaning specified
in Section 1.04.

         "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 purposes of this definition, "CONTROL"
(including, with correlative meanings, the terms "CONTROLLING," "CONTROLLED BY"
and "UNDER COMMON CONTROL WITH"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" shall have correlative meanings.

         "AUTHENTICATING AGENT" means any Person authorized by the Trustee to
act on behalf of the Trustee to authenticate Securities.

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

         "BOARD OF DIRECTORS" means the board of directors of the Company;
provided, however, that when the context refers to actions or resolutions of the
Board of Directors, then the term "BOARD OF DIRECTORS" shall also mean any duly
authorized committee of the Board of Directors of the Company authorized to act
with respect to any particular matter to exercise the power of the Board of
Directors of the Company.

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

         "BUSINESS DAY" when used with respect to any Place of Payment or any
other particular location referred to in this Indenture or in the Securities of
any series, means each Monday, Tuesday, Wednesday, Thursday and Friday which is
not a day on which banking institutions in that Place of Payment are authorized
or obligated by law or regulation to close.

         "CAPITAL STOCK" means, with respect to any Person, any and all shares,
interests, participations, warrants, rights, options or other equivalents
(however designated) of capital stock or any other equity interest of such
Person, including each class of common stock and preferred stock.

         "COMMISSION" means the Securities and Exchange Commission, as from time
to time constituted, created under the Exchange Act, or, if at any time after
the execution of this instrument such Commission is not existing and performing
the duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

         "COMPANY" means the Person named as the "Company" in the first
paragraph of this Indenture until a successor corporation or other entity shall
have become such pursuant to the



                                       2


applicable provisions of this Indenture, and thereafter "Company" shall mean
such successor corporation.

         "COMPANY REQUEST" or "COMPANY ORDER" means a written request or order
signed in the name of the Company by any two Officers, at least one of whom must
be its Chairman of the Board, its Chief Executive Officer, its President, its
Chief Financial Officer, its Chief Accounting Officer, its Treasurer, an
Assistant Treasurer or its Controller, and delivered to the Trustee.

         "CORPORATE TRUST OFFICE" means the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered, which office at the date hereof is located at ___________________.

         "COVENANT DEFEASANCE" has the meaning specified in Section 13.03.

         "CURRENCY UNIT" or "CURRENCY UNITS" shall mean any composite currency.

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

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

         "DEFAULTED INTEREST" has the meaning specified in Section 3.07.

         "DEFEASANCE" has the meaning specified in Section 13.02.

         "DEPOSITARY" means, with respect to the Securities of any series
issuable or issued in whole or in part in the form of one or more global
Securities, the Person designated as Depositary by the Company pursuant to
Section 3.01 until a successor Depositary shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Depositary" shall mean
or include each Person who is then a Depositary hereunder, and if at any time
there is more than one such Person, "Depositary" shall mean the Depositary with
respect to the Securities of that series.

         "DOLLARS" and "$" means lawful money of the United States of America.

         "EVENT OF DEFAULT" has the meaning specified in Section 5.01.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
from time to time, and the rules and regulations promulgated thereunder.

         "GAAP" means such accounting principles as are generally accepted in
the United States of America which are in effect on the date hereof.




                                       3


         "GUARANTEE" means the guarantee by any Guarantor of the obligations
under this Indenture.

         "HOLDER" or "SECURITYHOLDER" means a Person in whose name a Security is
registered in the Security Register.

         "INDEBTEDNESS" means, with respect to any Person (without duplication
for indebtedness or other obligations of such Person), any indebtedness of such
Person for money borrowed, whether incurred, assumed or guaranteed, and
including obligations under capitalized leases.

         "INDENTURE" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of particular series of Securities established as
contemplated hereunder.

         "INTEREST" when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity.

         "INTEREST PAYMENT DATE" when used with respect to any Security, means
the Stated Maturity of an installment of interest on such Security.

         "JUDGMENT CURRENCY" has the meaning specified in Section 1.15.

         "MATURITY" when used with respect to any Security, means the date on
which the principal of such Security or an installment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

         "__________ BANKING DAY" has the meaning specified in Section 1.15.

         "OFFICER" means, with respect to any Person, the Chairman of the Board,
the Chief Executive Officer, the President, the Chief Operating Officer, any
Vice President, the Chief Financial Officer, the Chief Accounting Officer, the
Treasurer, any Assistant Treasurer, the Controller, any Assistant Controller,
the Secretary or any Assistant Secretary of such Person.

         "OFFICERS' CERTIFICATE" means a certificate signed by any two Officers
of the Company, at least one of whom must be its Chief Executive Officer, its
President, its Chief Financial Officer, its Chief Accounting Officer, its
Treasurer or its Controller, and delivered to the Trustee.

         "OPINION OF COUNSEL" means a written opinion of counsel, who may be an
employee of or counsel for the Company, and who shall be reasonably acceptable
to the Trustee.

         "ORIGINAL ISSUE DISCOUNT SECURITY" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 5.02.




                                       4


         "OUTSTANDING" when used with respect to Securities or Securities of any
series, means, as of the date of determination, all such Securities theretofore
authenticated and delivered under this Indenture, except:

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

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

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

                  (iv) Securities which have been defeased pursuant to Section
13.02;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, or whether
sufficient funds are available for redemption or for any other purpose and for
the purpose of making the calculations required by Section 313 of the Trust
Indenture Act, (a) the principal amount of any Original Issue Discount Security
that shall be deemed to be Outstanding for such purposes shall be that portion
of the principal amount thereof that could be declared to be due and payable
upon the occurrence of an Event of Default and the continuation thereof pursuant
to the terms of such Original Issue Discount Security as of the date of such
determination, (b) the principal amount of a Security denominated in one or more
foreign currencies or currency units shall be the dollar equivalent, determined
in the manner provided as contemplated by Section 3.01 on the date of original
issuance of such Security, of the principal amount (or, in the case of an
Original Issue Discount Security, the dollar equivalent on the date of original
issuance of such Security of the amount determined as provided in (a) above) of
such Security, and (c) Securities owned by the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which the
Trustee knows to be so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.




                                       5


         "PAYING AGENT" means any Person authorized by the Company to pay the
principal of, premium, if any, or interest on any Securities on behalf of the
Company. The Company may act as Paying Agent with respect to any Securities
issued hereunder.

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

         "PLACE OF PAYMENT" when used with respect to the Securities of any
series, means the place or places where the principal of (and premium, if any)
and interest on the Securities of that series are payable as specified as
contemplated by Section 3.01.

         "PREDECESSOR SECURITY" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.06 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

         "REDEMPTION DATE" when used with respect to any Security of any series
to be redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

         "REDEMPTION PRICE" when used with respect to any Security of any series
to be redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

         "REGISTERED SECURITY" means any Security issued hereunder and
registered in the Security Register.

         "REGULAR RECORD DATE" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 3.01.

         "REQUIRED CURRENCY" has the meaning specified in Section 1.15.

         "RESPONSIBLE OFFICER" when used with respect to the Trustee, means any
officer of the Trustee assigned to administer corporate trust matters and also
means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of his or her knowledge of and familiarity
with the particular subject.

         "SECURITIES" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.

         "SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective
meanings specified in Section 3.05.

         "SIGNIFICANT SUBSIDIARY" of a Person has the meaning ascribed to such
term in Rule 1.02(w) of Regulation S-X under the Securities Act of 1933, as
amended.




                                       6


         "SPECIAL RECORD DATE" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.07.

         "STATED MATURITY" when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal of such Security or
such installment of principal or interest is due and payable.

         "SUBSIDIARY" means, with respect to any Person:

                  (1) any corporation, association or other business entity
of which more than 50% of the total voting power of shares of Capital Stock
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by such Person or one or more of the other
Subsidiaries of that Person (or a combination thereof); and

                  (2) any partnership (a) the sole general partner or the
managing general partner of which is such Person or a Subsidiary of such Person
or (b) the only general partners of which are such Person or one or more
Subsidiaries of such Person (or any combination thereof).

         "TRUSTEE" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder, and
if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee with respect to
Securities of that series.

         "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, as
amended, as in force at the date as of which this Indenture was executed;
provided, however, that in the event that such Act is amended after such date,
"Trust Indenture Act" means, to the extent required by any such amendment, the
Trust Indenture Act of 1939 as so amended.

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



                                       7


the specific payment of interest on or principal of the U.S. Government
Obligation evidenced by such depository receipt.

         "VICE PRESIDENT" when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "VICE PRESIDENT."

         "VOTING STOCK" of any Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

         Section 1.02 COMPLIANCE CERTIFICATES AND OPINIONS. Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

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

                  (a) a statement that each individual signing such
certificate or opinion has read such covenant or condition and the definitions
herein relating thereto;

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

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

                  (d) a statement as to whether, in the opinion of each
such individual, such condition or covenant has been complied with.

         Section 1.03 FORM OF DOCUMENTS DELIVERED TO TRUSTEE. In any case
where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified
by, or covered by the opinion of, only one such Person, or that they be so
certified or covered by only one document, but one such Person may certify or
give an opinion with respect to some matters and one or more other such Persons
as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents.




                                       8


Any certificate or opinion of an Officer may be based, insofar as it relates to
legal matters, upon a certificate or opinion of, or representations by, counsel,
unless such Officer actually knows that the certificate or opinion or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate or Opinion of Counsel may
be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an Officer or Officers of the Company stating
that the information with respect to such factual matters is in the possession
of the Company, unless such counsel actually knows that the certificate or
opinion or representations with respect to such matters are erroneous.

Any certificate, statement or opinion of an Officer of the Company or of counsel
may be based, insofar as it relates to accounting matters, upon a certificate or
opinion of or representations by an accountant or firm of accountants in the
employ of the Company, unless such Officer or counsel, as the case may be,
actually knows that the certificate or opinion or representations with respect
to the accounting matters upon which his or her certificate, statement or
opinion is based are erroneous.

Where any Person is required to make, give or execute two or more applications,
requests, consents, certificates, statements, opinions or other instruments
under this Indenture, they may, but need not, be consolidated and form one
instrument.

         Section 1.04 ACTS OF HOLDERS.

                  (a) Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given
or taken by Holders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Holders in person or by agents
duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "ACT" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 6.01) conclusive in favor of
the Trustee and the Company, if made in the manner provided in this Section.

                  (b) The fact and date of the execution by any Person of
any such instrument or writing may be proved by the affidavit of a witness of
such execution or by a certificate of a notary public or other officer
authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to him the execution
thereof. Where such execution is by a signer acting in a capacity other than his
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority. The fact and date of the execution of any
such instrument or writing, or the authority of the Person executing the same,
may also be proved in any other manner which the Trustee deems sufficient.

                  (c) The ownership of Registered Securities shall be
proved by the Security Register.




                                       9


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

                  (e) If the Company shall solicit from the Holders any
request, demand, authorization, direction, notice, consent, waiver or other Act,
the Company may, at its option, by or pursuant to a Board Resolution, fix in
advance a record date for the determination of Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other Act,
but the Company shall have no obligation to do so, provided that the Company may
not set a record date for, and the provisions of this paragraph shall not apply
with respect to, the giving or making of any notice, declaration, request or
direction referred to in the immediately following paragraph. If such a record
date is fixed, such request, demand, authorization, direction, notice, consent,
waiver or other Act may be given before or after such record date, but only the
Holders of record at the close of business on such record date shall be deemed
to be Holders for the purposes of determining whether Holders of the requisite
proportion of Outstanding Securities have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or other
Act, and for that purpose the Outstanding Securities shall be computed as of
such record date; provided that no such authorization, agreement or consent by
the Holders on such record date shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than six months
after the record date.

                  (f) The Trustee shall set a record date, which shall not
be more than 15 days prior to the date of commencement of solicitation of such
action contemplated by this section 1.04(f), for the purpose of determining the
Holders of Securities of any series entitled to join in the giving or making of
(i) any Notice of Default, (ii) any declaration of acceleration referred to in
Section 5.02, (iii) any direction referred to in Section 5.12, (iv) any request
to institute proceedings referred to in Section 5.07(2) or (v) any waiver of
past defaults pursuant to Section 5.13, in each case with respect to Securities
of such series. If such a record date is fixed pursuant to this paragraph, the
relevant action may be taken or given before or after such record date, but only
the Holders of record at the close of business on such record date shall be
deemed to be holders of Securities of a series for the purpose of determining
whether Holders of the requisite proportion of Outstanding Securities of such
series have authorized or agreed or consented to such action, and for that
purpose the Outstanding Securities of such series shall be computed as of such
record date; provided that no such action by Holders on such record date shall
be deemed effective unless it shall become effective pursuant to the provisions
of this Indenture not later than six months after the record date. Nothing in
this paragraph shall be construed to prevent the Trustee from setting a new
record date for any action for which a record date has been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be canceled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Company's reasonable



                                       10


expense, shall cause notice of such record date and the proposed action by
Holders to be given to the Company in writing and to each Holder of Securities
of the relevant series in the manner set forth in Section 1.06.

         Section 1.05 NOTICES, ETC., TO TRUSTEE AND COMPANY. Any request,
demand, authorization, direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,

                  (a) the Trustee by any Holder or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or filed in
writing and mailed first-class postage prepaid, to or with the Trustee at
______________________________________________; or

                  (b) the Company by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to the Company
addressed to it at Regent Broadcasting, Inc., Attention: Chief Financial
Officer, or at any other address previously furnished in writing to the Trustee
by the Company.

         Section 1.06 NOTICE TO HOLDERS; WAIVER. Where this Indenture or
any Security provides for notice to Holders of any event, such notice shall be
deemed sufficiently given (unless otherwise herein or in such Security expressly
provided) if in writing and mailed, first- class postage prepaid, to each Holder
affected by such event, at his address as it appears in the Security Register,
not later than the latest date, and not earlier than the earliest date,
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders or the validity of the proceedings to which
such notice relates.

In case by reason of the suspension of regular mail service or by reason of any
other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.

Any request, demand, authorization, direction, notice, consent or waiver
required or permitted under this Indenture shall be in the English language,
except that any published notice may be in an official language of the country
of publication.

Where this Indenture or any Security provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

         Section 1.07 CONFLICT WITH TRUST INDENTURE ACT. If any provision
hereof limits, qualifies or conflicts with another provision hereof which is
required to be included or deemed included in this Indenture by any of the
provisions of the Trust Indenture Act, such required provision shall control. If
any provision of this Indenture modifies or excludes any provision of the Trust



                                       11


Indenture Act that may be so modified or excluded, such provision of the Trust
Indenture Act shall be deemed to apply to this Indenture as so modified or shall
be excluded, as the case may be.

         Section 1.08 EFFECT OF HEADINGS AND TABLE OF CONTENTS. The Article
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.

         Section 1.09 SUCCESSORS AND ASSIGNS. All covenants and agreements
in this Indenture by the Company shall bind its successors and assigns, whether
so expressed or not.

         Section 1.10 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 1.11 BENEFITS OF INDENTURE. Nothing in this Indenture or
in the Securities, express or implied, shall give to any Person, other than the
parties hereto and their successors hereunder and the Holders, any benefit or
any legal or equitable right, remedy or claim under this Indenture.

         Section 1.12 GOVERNING LAW. This Indenture and the Securities shall be
governed by and construed in accordance with the laws (other than the choice of
law provisions) of the State of _________________.

         Section 1.13 LEGAL HOLIDAYS. In any case where any Interest
Payment Date, Redemption Date, sinking fund payment date, Stated Maturity or
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities
other than a provision in the Securities of any series which specifically states
that such provision shall apply in lieu of this Section) payment of interest or
principal (and premium, if any) need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day or on such other
day as may be set out in the Officers' Certificate pursuant to Section 3.01 at
such Place of Payment with the same force and effect as if made on the Interest
Payment Date, Redemption Date, sinking fund payment date, Stated Maturity or
Maturity, as the case may be, provided that no interest shall accrue on the
amount so payable for the period from and after such Interest Payment Date,
Redemption Date, sinking fund payment date, Stated Maturity or Maturity, as the
case may be, if payment is made on such next succeeding Business Day or other
day set out in such Officers' Certificate.

         Section 1.14 NO RECOURSE AGAINST OTHERS. A director, officer,
employee or stockholder, as such, of the Company or any Guarantor (other than a
stockholder which itself is the Company or a Guarantor of the Securities) shall
not have any liability for any obligations of the Company or any Guarantor under
the Securities or this Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. Each Securityholder, by accepting
a Security, waives and releases all such liability. Such waivers and releases
are part of the consideration for the issuance of the Securities.




                                       12


         Section 1.15 JUDGMENT CURRENCY. The Company agrees, to the fullest
extent that it may effectively do so under applicable law, that (a) if for the
purpose of obtaining judgment in any court it is necessary to convert the sum
due in respect of the principal of, or premium or interest, if any, on the
Securities of any series (the "REQUIRED CURRENCY") into a currency in which a
judgment will be rendered (the "JUDGMENT CURRENCY"), the rate of exchange used
shall be the rate at which in accordance with normal banking procedures the
Trustee could purchase in __________________ the Required Currency with the
Judgment Currency on the ___________ Banking Day preceding that on which a final
unappealable judgment is given and (b) its obligations under this Indenture to
make payments in the Required Currency (i) shall not be discharged or satisfied
by any tender, or any recovery pursuant to any judgment (whether or not entered
in accordance with subsection (a)), in any currency other than the Required
Currency, except to the extent that such tender or recovery shall result in the
actual receipt, by the payee, of the full amount of the Required Currency
expressed to be payable in respect of such payments, (ii) shall be enforceable
as an alternative or additional cause of action for the purpose of recovering in
the Required Currency the amount, if any, by which such actual receipt shall
fall short of the full amount of the Required Currency so expressed to be
payable and (iii) shall not be affected by judgment being obtained for any other
sum due under this Indenture. For purposes of the foregoing, " _______ BANKING
DAY" means any day except a Saturday, Sunday or a legal holiday in __________or
a day on which banking institutions in _____________ are authorized or required
by law or executive order to close.

         Section 1.16 COUNTERPARTS. This instrument may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.

                                    ARTICLE 2

                                 SECURITY FORMS

         Section 2.01 FORMS GENERALLY. The Securities of each series shall
be in substantially the form set forth in this Article, or in such other form as
shall be established by or pursuant to a Board Resolution or in one or more
indentures supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the Officers executing such Securities,
as evidenced by their execution of the Securities. If the form of Securities of
any series is established by action taken pursuant to a Board Resolution, a copy
of an appropriate record of such action shall be certified by the Secretary or
an Assistant Secretary of the Company and delivered to the Trustee at or prior
to the delivery of the Company Order contemplated by Section 3.03 for the
authentication and delivery of such Securities.

         The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of
such Securities.




                                       13


         Section 2.02 FORM OF FACE OF SECURITY.

                           REGENT BROADCASTING , INC.

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

No. _______                                                        [$]________

Regent Broadcasting, Inc., a corporation duly organized and existing under the
laws of Delaware (herein called the "COMPANY," which term includes any successor
corporation under the Indenture hereinafter referred to), for value received,
hereby promises to pay to _______________, or registered assigns, the principal
sum of _______________ [Dollars] on _______________ [if the Security is to bear
interest prior to Maturity, insert-- and to pay interest thereon from
_______________ or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually on _______________ and
_______________ in each year [if other than semi-annual payments, insert
frequency of payments and payment dates], commencing _____________________, at
[if the Security is to bear interest at a fixed rate, insert -- the rate of
_____% per annum], [if the Security is to bear interest at a variable or
floating rate and if determined with reference to an index, refer to description
of index below] until the principal hereof is paid or made available for payment
[if applicable insert--, and (to the extent that the payment of such interest
shall be legally enforceable) at the rate of _____% per annum on any overdue
principal and premium and on any overdue installment of interest]. The interest
so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in such Indenture, be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest, which shall be the
__________ or __________ (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture].

[If the Securities are floating or adjustable rate securities with respect to
which the principal of or any premium or interest may be determined with
reference to an index, insert the text of the floating or adjustable rate
provision.]

[If the Security is not to bear interest prior to Maturity, insert-- The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal of this Security shall bear
interest at the rate of _____% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
default in payment to the date payment of such principal has been made or duly
provided for. Interest on any



                                       14


overdue principal shall be payable on demand. Any such interest on any overdue
principal that is not so paid on demand shall bear interest at the rate of
_____% per annum (to the extent that the payment of such interest shall be
legally enforceable), which shall accrue from the date of such demand for
payment to the date payment of such interest has been made or duly provided for,
and such interest shall also be payable on demand.]

Payment of the principal of (and premium, if any) and [if applicable,
insert--any such] interest on this Security will be made at the office or agency
of the Company maintained for that purpose in _______________, in dollars [if
applicable, insert--; provided, however, that at the option of the Company,
payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register].

[If applicable, insert-- So long as all of the Securities of this series are
represented by Securities in global form, the principal of, premium, if any, and
interest, if any, on this global Security shall be paid in same day funds to the
Depositary, or to such name or entity as is requested by an authorized
representative of the Depositary. If at any time the Securities of this series
are no longer represented by global Securities and are issued in definitive
certificated form, then the principal of, premium, if any, and interest, if any,
on each certificated Security at Maturity shall be paid in same day funds to the
Holder upon surrender of such certificated Security at the Corporate Trust
Office of the Trustee, or at such other place or places as may be designated in
or pursuant to the Indenture, provided that such certificated Security is
surrendered to the Trustee, or at such other place or places as may be
designated in or pursuant to the Indenture, provided that such certificated
Security is surrendered to the Trustee, acting as Paying Agent, in time for the
Paying Agent to make such payments in such funds in accordance with its normal
procedures. Payments of interest with respect to such certificated Securities
other than at Maturity may, at the option of the Company, be made by check
mailed to the address of the Person entitled thereto as it appears on the
Security Register on the relevant Regular or Special Record Date or by wire
transfer in same day funds to such account as may have been appropriately
designated to the Paying Agent by such Person in writing not later than such
relevant Regular or Special Record Date.]

Reference is hereby made to the further provisions of this Security set forth on
the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof by manual signature, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

                                   REGENT BROADCASTING, INC.


                                   By: _________________________________________




                                       15


Attest:


__________________    [SEAL]
                           200_

         Section 2.03 FORM OF REVERSE OF SECURITY.

This Security is one of a duly authorized issue of securities of the Company
(herein called the "SECURITIES"), issued and to be issued in one or more series
under an Indenture, dated as of _______________, 200_ (herein called the
"INDENTURE"), between the Company and ____________________, as Trustee (herein
called the "TRUSTEE," which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof [, limited in aggregate principal amount to $_________].

[If applicable, insert-- The Securities of this series are subject to redemption
upon not less than 30 nor more than 60 days' notice by first class mail, [if
applicable, insert-- (1) on __________ in any year commencing with the year
__________ and ending with the year __________ through operation of the sinking
fund for this series at a Redemption Price equal to 100% of the principal
amount, and (2)] at any time [on or after __________, _____], as a whole or in
part, at the election of the Company, at the following Redemption Prices
(expressed as percentages of the principal amount):

         If redeemed [on or before _______________, _____%, and if redeemed]
during the 12-month period beginning _______________ of the years indicated,

                           REDEMPTION
                  YEAR       PRICE
                  ----     ----------

and thereafter at a Redemption Price equal to _____% of the principal amount,
together in the case of any such redemption [if applicable, insert-- (whether
through operation of the sinking fund or otherwise)] with accrued and unpaid
interest to the Redemption Date, but interest installments whose Stated Maturity
is on or prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.]

[If applicable, insert-- The Securities of this series are subject to redemption
upon not less than 30 nor more than 60 days' notice by first class mail, (1) on
_______________ in any year commencing with the year __________ and ending with
the year __________ through operation of the sinking fund for this series at the
Redemption Prices for redemption through operation of





                                       16


the sinking fund (expressed as percentages of the principal amount) set forth in
the table below, and (2) at any time [on or after __________], as a whole or in
part, at the election of the Company, at the Redemption Prices for redemption
otherwise than through operation of the sinking fund (expressed as percentages
of the principal amount) set forth in the table below:

         If redeemed during a 12-month period beginning _________________ of the
years indicated,

REDEMPTION PRICE                    REDEMPTION PRICE FOR
FOR REDEMPTION                      REDEMPTION OTHERWISE
THROUGH OPERATION OF                THAN THROUGH OPERATION
THE SINKING FUND                    OF THE SINKING FUND             YEAR
- --------------------                -----------------------         ----


and thereafter at a Redemption Price equal to _____% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued and unpaid interest to the Redemption
Date, but interest installments whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holders of such Securities, or one or
more Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

[Notwithstanding the foregoing, the Company may not, prior to __________, redeem
any Securities of this series as contemplated by [clause (2) of] the preceding
paragraph as a part of, or in anticipation of, any refunding operation by the
application, directly or indirectly, of moneys borrowed having an interest cost
to the Company (calculated in accordance with generally accepted financial
practice) of less than _____% per annum.]

[The sinking fund for this series provides for the redemption on ___________ in
each year beginning with the year _____ and ending with the year _____ of [not
less than] $_______________ [("MANDATORY SINKING FUND") and not more than
$____________] aggregate principal amount of Securities of this series.]
[Securities of this series acquired or redeemed by the Company otherwise than
through [mandatory] sinking fund payments may be credited against subsequent
[mandatory] sinking fund payments otherwise required to be made--in the inverse
order in which they become due.]

[In the event of redemption of this Security in part only, a new Security or
Securities of this series for the unredeemed portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.]

[If the Security is not an Original Issue Discount Security, insert-- If any
Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.]

[If the Security is an Original Issue Discount Security, insert-- If an Event of
Default with respect to Securities of this series shall occur and be continuing,
an amount of principal of the



                                       17


Securities of this series may be declared due and payable in the manner and with
the effect provided in the Indenture. Such amount shall be equal --insert
formula for determining the amount. Upon payment (i) of the amount of principal
so declared due and payable and (ii) of interest on any overdue principal and
overdue interest (in each case to the extent that the payment of such interest
shall be legally enforceable), all of the Company's obligations in respect of
the payment of the principal of and interest, if any, on the Securities of this
series shall terminate.]

[This Security is subject to defeasance and covenant defeasance as described in
the Indenture [if applicable, insert -- and the supplemental indenture].]

[This Security is subject to satisfaction and discharge as provided in the
Indenture [if applicable, insert -- and the supplemental indenture].]

The Indenture may be modified by the Company and the Trustee without consent of
any Holder with respect to certain matters as described in the Indenture. In
addition, the Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of a majority in principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of
all Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Security
shall bind such Holder and all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.

No reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of (and premium, if any) and interest on
this Security at the times, place and rate, and in the coin or currency, herein
prescribed.

As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of (and premium, if any)
and interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series,
of authorized denominations and for the same Stated Maturity and aggregate
principal amount, will be issued to the designated transferee or transferees.

The Securities of this series are issuable only in registered form without
coupons in denominations of [$1,000] and any integral multiple thereof. As
provided in the Indenture and




                                       18


subject to certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series
of a different authorized denomination, as requested by the Holder surrendering
the same.

No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture imposes certain limitations on the ability of the Company to,
among other things, merge or consolidate with any other Person or sell, assign,
transfer or lease all or substantially all of its properties or assets [If other
covenants are applicable pursuant to the provisions of Section 3.01, insert
here]. All such covenants and limitations are subject to a number of important
qualifications and exceptions. The Company must report periodically to the
Trustee on compliance with the covenants in the Indenture.

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

[If applicable, insert -- A director, officer, employee or stockholder, as such,
of the Guarantor shall not have any liability for any obligations of the Company
or such Guarantor under this Security or the Indenture [if applicable, insert --
or the supplemental indenture] or for any claim based on, in respect of or by
reason of, such obligations or their creation. Each Holder, by accepting a
Security, waives and releases all such liability. The waiver and release are
part of the consideration for the issuance of this Security.]

[If applicable, insert -- This Security will be entitled to the benefits of
certain Guarantees made for the benefit of the Holders. Reference is hereby made
to the Indenture and the supplemental indenture for a statement of the
respective rights, limitations of rights, duties and obligations thereunder of
the Guarantors, if any, the Trustee and the Holders.]

[If applicable, insert-- Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures ("CUSIP"), the Company
has caused CUSIP numbers to be printed on the Securities of this series as a
convenience to the Holders of the Securities of this series. No representation
is made as to the correctness or accuracy of such numbers as printed on the
Securities of this series and reliance may be placed only on the other
identification numbers printed hereon.]




                                       19


         All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

                                 ASSIGNMENT FORM

         To assign this Security, fill in the form below: (I) or (we) assign and
transfer this Security to

             -------------------------------------------------------
             (Insert assignee's social security or tax I.D. number)
             -------------------------------------------------------
             -------------------------------------------------------
             -------------------------------------------------------
             -------------------------------------------------------
              (Print or type assignee's name, address and zip code)

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

Dated: __________           Your Signature:_____________________________
                                           (Sign exactly as your name appears on
                                            the other side of this Security)

Signature Guaranty:         ________________________________________________
                            [Signatures must be guaranteed by an
                            "eligible guarantor institution" meeting the
                            requirements of the Transfer Agent, which
                            requirements will include membership or
                            participation in STAMP or such other
                            "signature guarantee program" as may be
                            determined by the Transfer Agent in addition
                            to, or in substitution for, STAMP, all in
                            accordance with the Exchange Act.]

Social Security Number or
Taxpayer Identification Number:     _______________________________________

         Section 2.04 FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The
Trustee's Certificate of authentication shall be in substantially the following
form:

Dated:   _______________

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

                                                     ________________________
                                                     As Trustee

                                                     By _____________________
                                                        Authorized Signatory


                                       20



         Section 2.05 SECURITIES IN GLOBAL FORM. If Securities of or within
a series are issuable in whole or in part in global form, then any such Security
of such series may provide that it shall represent the aggregate or a specified
amount of the Outstanding Securities of such series from time to time endorsed
thereon and may also provide that the aggregate amount of Outstanding Securities
of such series represented thereby may from time to time be reduced or increased
to reflect exchanges. Any endorsement of a Security in global form to reflect
the amount, or any increase or decrease in the amount, or changes in the rights
of Holders, of Outstanding Securities represented thereby shall be made in such
manner and upon instructions given by such Person or Persons as shall be
specified therein or in the Company Order to be delivered to the Trustee
pursuant to Section 3.03 or Section 3.04. Subject to the provisions of Section
3.03 and, if applicable, Section 3.04, the Trustee shall deliver and redeliver
any Security in permanent global form in the manner and upon instructions given
by the Person or Persons specified therein or in the applicable Company Order.
If a Company Order pursuant to Section 3.03 or 3.04 has been, or simultaneously
is, delivered, any instructions by the Company with respect to endorsement or
delivery or redelivery of a Security in global form shall be in writing but need
not comply with Section 1.02 and need not be accompanied by an Opinion of
Counsel.

The provisions of the last paragraph of Section 3.03 shall apply to any Security
represented by a Security in global form if such Security was never issued and
sold by the Company and the Company delivers to the Trustee the Security in
global form together with written instructions (which need not comply with
Section 1.02 and need not be accompanied by an Opinion of Counsel) with regard
to the reduction in the principal amount of Securities represented thereby.

Notwithstanding the provisions of Sections 2.01 and 3.07, unless otherwise
specified as contemplated by Section 3.01, payment of principal of and premium,
if any, and interest on any Security in permanent global form shall be made to
the Person or Persons specified therein.

         Section 2.06 FORM OF LEGEND FOR THE SECURITIES IN GLOBAL FORM. Any
Security in global form authenticated and delivered hereunder shall bear a
legend in substantially the following form, or in such other form as may be
necessary or appropriate to reflect the arrangements with or to comply with the
requirements of any Depositary:

                  "THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE
                  INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
                  NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND
                  UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
                  CERTIFICATED FORM IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
                  THE INDENTURE, 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




                                       21


                  DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
                  NOMINEE OF SUCH SUCCESSOR DEPOSITARY."

                                    ARTICLE 3

                                 THE SECURITIES

         Section 3.01 AMOUNT UNLIMITED; ISSUABLE IN SERIES. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

         The Securities may be issued from time to time in one or more series.
Prior to the issuance of Securities of any series, there shall be established in
or pursuant to (i) a Board Resolution, (ii) action taken pursuant to a Board
Resolution and (subject to Section 3.03) set forth, or determined in the manner
provided, in an Officers' Certificate, or (iii) one or more indentures
supplemental hereto:

                  (1) the title of the Securities of the series (which shall
         distinguish the Securities of the series from all other Securities);

                  (2) the purchase price, denomination and any limit upon
the aggregate principal amount of the Securities of the series which may be
authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to Sections 3.04,
3.05, 3.06, 9.06 or 11.07);

                  (3) the date or dates on which the principal of and premium,
if any, on the Securities of the series is payable or the method of
determination thereof;

                  (4) the rate or rates at which the Securities of the
series shall bear interest, if any, or the method of calculating such rate or
rates of interest, the date or dates from which such interest shall accrue or
the method by which such date or dates shall be determined, the Interest Payment
Dates on which any such interest shall be payable and the Regular Record Date,
if any, for the interest payable on any Interest Payment Date;

                  (5) the place or places where the principal of, premium, if
any, and interest, if any, on Securities of the series shall be payable;

                  (6) the place or places where the Securities may be exchanged
or transferred;

                  (7) the period or periods within which, the price or prices
at which, the currency or currencies (including currency unit or units) in
which, and the other terms and conditions upon which Securities of the series
may be redeemed, in whole or in part, at the option of the Company, and, if
other than as provided in Section 11.03, the manner in which the particular
Securities of such series (if less than all Securities of such series are to be
redeemed) are to be selected for redemption;




                                       22


                  (8) the obligation, if any, of the Company to redeem or
purchase Securities of the series in whole or in part pursuant to any sinking
fund or analogous provisions or 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 other terms and conditions upon which Securities of
the series shall be redeemed or purchased, in whole or in part, pursuant to such
obligation;

                  (9) if other than denominations of $1,000 and any
integral multiple thereof, the denominations in which Securities of the series
shall be issuable;

                  (10) if other than U.S. dollars, the currency or
currencies (including currency unit or units) in which payments of principal of,
premium, if any, and interest on the Securities of the series shall or may by
payable, or in which the Securities of the series shall be denominated, and the
particular provisions applicable thereto;

                  (11) if the payments of principal of, premium, if any, or
interest on the Securities of the series are to be made, at the election of the
Company or a Holder, in a currency or currencies (including currency unit or
units) other than that in which such Securities are denominated or designated to
be payable, the currency or currencies (including currency unit or units) in
which such payments are to be made, the terms and conditions of such payments
and the manner in which the exchange rate with respect to such payments shall be
determined, and the particular provisions applicable thereto;

                  (12) if the amount of payments of principal of, premium,
if any, and interest on the Securities of the series shall be determined with
reference to an index, formula or other method (which index, formula or method
may be based, without limitation, on a currency or currencies (including
currency unit or units) other than that in which the Securities of the series
are denominated or designated to be payable), the index, formula or other method
by which such amounts shall be determined;

                  (13) if other than the principal amount thereof, the
portion of the principal amount of Securities of the series which shall be
payable upon declaration of acceleration of the Maturity thereof pursuant to
Section 5.02 or the method by which such portion shall be determined;

                  (14) any modifications of or additions to the Events of
Default or the covenants of the Company set forth herein with respect to
Securities of the series; and whether and the conditions under which the Holders
of the Securities of the series may waive any such Event of Default or
compliance with any such covenant relating to the Securities of such series;

                  (15) if either or both of Section 13.02 and Section 13.03
shall be inapplicable, in whole or in part, to the Securities of the series
(provided that if no such inapplicability shall be specified, then both Section
13.02 and Section 13.03 shall be applicable to the Securities of the series);
and any modification to either such section as it relates to such series of
Securities;




                                       23


                  (16) if other than the Trustee, the identity of the Registrar
and any Paying Agent;

                  (17) if the Securities of the series shall be issued in
whole or in part in global form, (i) the Depositary for such global Securities,
(ii) the form of any legend in addition to or in lieu of that in Section 2.06
which shall be borne by such global Security, (iii) whether beneficial owners of
interests in any Securities of the series in global form may exchange such
interests for certificated Securities of such series and of like tenor of any
authorized form and denomination, and (iv) if other than as provided in Section
3.05, the circumstances under which any such exchange may occur;

                  (18) if the Holders of the Securities of the series may
convert or exchange the Securities of the series into or for securities of the
Company or of other entities or other property (or the cash value thereof), the
specific terms of and period during which such conversion or exchange may be
made;

                  (19) if the Securities of the series shall have the
benefits of any Guarantee and, if so, the identity of the Guarantor or
Guarantors and the terms and provisions applicable to any such Guarantee;

                  (20) any provisions for the satisfaction and discharge of
the Securities of the series, including provisions in addition to or modifying
the provisions of Article 4 as they pertain to Securities of the series;

                  (21) any addition to or change in the covenants set forth in
Article 10 which applies to Securities of the series; and

                  (22) any other terms of the series, including any terms
which may be required by or advisable under the laws of the United States of
America or regulations thereunder or advisable (as determined by the Company) in
connection with the marketing of Securities of the series.

All Securities of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided (i) by a Board Resolution,
(ii) by action taken pursuant to a Board Resolution and (subject to Section
3.03) set forth, or determined in the manner provided, in an Officers'
Certificate or (iii) in any such indenture supplemental hereto. All Securities
of any one series need not be issued at the same time and, unless otherwise
provided, a series may be reopened, without the consent of the Holders, for
issuances of additional Securities of such series.

If any of the terms of the Securities of any series are established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth, or providing the manner for determining,
the terms of the Securities of such series, and an appropriate record of any
action taken pursuant




                                       24


thereto in connection with the issuance of any Securities of such series shall
be delivered to the Trustee prior to the authentication and delivery thereof.

         Section 3.02 DENOMINATIONS. The Securities of each series shall be
issuable in registered form without coupons in such denominations as shall be
specified as contemplated by Section 3.01. In the absence of any such provisions
with respect to the Securities of any series, the Securities of such series
shall be issuable in denominations of $1,000 and any integral multiple thereof.

         Section 3.03 EXECUTION, AUTHENTICATION, DELIVERY AND DATING. The
Securities shall be executed on behalf of the Company by its Chairman of the
Board, its Chief Executive Officer, its President, its Chief Financial Officer,
or its Chief Accounting Officer 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. Typographical and other minor errors or defects in
any such reproduction of the seal or any such signature shall not affect the
validity or enforceability of any Security that has been duly authenticated and
delivered by the Trustee.

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 date of such Securities.

At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and make such Securities available for
delivery. If the form or terms of the Securities of the series have been
established in or pursuant to one or more Board Resolutions as permitted by
Sections 2.01 and 3.01, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to Sections 315(a)
through (d) of the Trust Indenture Act) shall be fully protected in relying
upon, an Opinion of Counsel stating (subject to customary assumptions,
conditions and exceptions):

                  (a) if the terms of such Securities have been established
by or pursuant to Board Resolution as permitted by Section 3.01, that such terms
have been established in conformity with the provisions of this Indenture; and

                  (b) that such Securities, when authenticated and
delivered by the Trustee and issued by the Company in the manner and subject to
any conditions specified in such Opinion of Counsel, will constitute valid and
legally binding obligations of the Company, enforceable in accordance with their
terms, except to the extent enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and
other similar laws affecting the enforcement of creditors' rights generally and
by the effect of general principles of equity (regardless of whether
enforceability is considered in a proceeding in equity or at law).




                                       25


If such terms have been so established, the Trustee shall not be required to
authenticate such Securities if the issue of such Securities pursuant to this
Indenture will affect the Trustee's own rights, duties or immunities under the
Securities and this Indenture or otherwise in a manner which is not reasonably
acceptable to the Trustee, or in the written opinion of counsel to the Trustee
(which counsel may be an employee of the Trustee) such authentication may not
lawfully be made or would involve the Trustee in personal liability.

Notwithstanding the provisions of Section 3.01 and of the immediately preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Board Resolution and the
Officers' Certificate otherwise required pursuant to Section 3.01 or the Company
Order and Opinion of Counsel otherwise required pursuant to the second preceding
paragraph at or prior to the time of authentication of each Security of such
series if such documents are delivered at or prior to the authentication upon
original issuance of the first Security of such series to be issued.

If the Company shall establish pursuant to Section 3.01 that the Securities of a
series are to be issued in whole or in part in the form of one or more global
Securities, then the Company shall execute and the Trustee shall, in accordance
with this Section and the Company Order with respect to the authentication and
delivery of such series, authenticate and deliver one or more Securities of such
series in global form that (i) shall be in an aggregate amount equal to the
aggregate principal amount of the Outstanding Securities of such series to be
represented by such Security or Securities in global form, (ii) shall be
registered in the name of the Depositary for such Security or Securities in
global form or its nominee, and (iii) shall be made available for delivery by
the Trustee to such Depositary or pursuant to such Depositary's instruction.

The Trustee shall have no responsibility to determine if the Depositary is so
registered. Each Depositary shall enter into an agreement with the Trustee and
the Company governing the respective duties and rights of such Depositary, the
Company and the Trustee with regard to Securities issued in global form.

Unless otherwise provided for in the form of Security, each Security shall be
dated the date of its authentication.

No Security shall be entitled to any benefits 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
executed by the Trustee or an Authenticating Agent by manual signature, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder
and is entitled to the benefits of this Indenture.

Notwithstanding the foregoing, if any Security shall have been authenticated and
delivered hereunder but never issued and sold by the Company, and the Company
shall deliver such Security to the Trustee for cancellation as provided in
Section 3.09 together with a written statement (which need not comply with
Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that
such Security has never been issued and sold by the Company,



                                       26


for all purposes of this Indenture such Security shall be deemed never to have
been authenticated and delivered hereunder and shall not be entitled to the
benefits of this Indenture.

         Section 3.04 TEMPORARY SECURITIES. Pending the preparation of
definitive Securities of any series, the Company may execute, and upon Company
Order the Trustee shall authenticate and make available for delivery, temporary
Securities of such series which are printed, lithographed, typewritten,
mimeographed 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
evidenced by their execution of such Securities.

In the case of Securities of any series, such temporary Securities may be in
global form, representing all or a portion of the Outstanding Securities of such
series.

Except in the case of temporary Securities in global form (which shall be
exchanged in accordance with the provisions thereof), if temporary Securities of
any series are issued, the Company will cause definitive Securities of that
series to be prepared without unreasonable delay. After the preparation of
definitive Securities of such series, the temporary Securities of such series
shall be exchangeable for definitive Securities of such series upon surrender of
the temporary Securities of such series at the office or agency of the Company
in a Place of Payment for that series, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Securities of any
series, the Company shall execute and the Trustee shall authenticate and make
available for delivery in exchange therefor a like principal amount of
definitive Securities of the same series of authorized denominations and of like
tenor. Until so exchanged, the temporary Securities of any series shall in all
respects be entitled to the same benefits under this Indenture as definitive
Securities of such series.

         Section 3.05 REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.
The Company shall cause to be kept at the Corporate Trust Office of the Trustee
or in any office or agency to be maintained by the Company in accordance with
Section 10.02 in a Place of Payment a register (the register maintained in such
office and in any other office or agency of the Company in a Place of Payment
being herein sometimes collectively referred to as the "SECURITY REGISTER") in
which, subject to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of Securities and of registration of
transfers of Securities. The Trustee is hereby appointed "SECURITY REGISTRAR"
for the purpose of registering Securities and transfers of Securities as herein
provided.

Upon surrender for registration of transfer of any Security of any series at the
office or agency of the Company in a Place of Payment for that series, the
Company shall execute, and the Trustee shall authenticate and make available for
delivery, in the name of the designated transferee or transferees, one or more
new Securities of the same series, of any authorized denominations and of a like
aggregate principal amount and Stated Maturity.

At the option of the Holder, Securities of any series (except a Security in
global form) may be exchanged for other Securities of the same series, of any
authorized denominations and of a like




                                       27


aggregate principal amount and Stated Maturity, upon surrender of the Securities
to be exchanged at such office or agency. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and make available for delivery, the Securities which the Holder
making the exchange is entitled to receive.

Each Security issued in global form authenticated under this Indenture shall be
registered in the name of the Depositary designated for such series or a nominee
thereof and delivered to such Depositary or a nominee thereof or custodian
therefor, and each such Security issued in global form shall constitute a single
Security for all purposes of this Indenture.

Notwithstanding any other provision of this Section, unless and until it is
exchanged in whole or in part for Securities in certificated form in the
circumstances described below, a Security in global form representing all or a
portion of the Securities of a series may not be transferred except as a whole
by the Depositary for such series to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a successor Depositary
for such series or a nominee of such successor Depositary.

If at any time the Depositary for the Securities of a series notifies the
Company that it is unwilling or unable to continue as Depositary for the
Securities of such series or defaults in the performance of its duties as
Depositary or it at any time the Depositary for the Securities of such series
shall no longer be eligible to perform such duties, the Company shall appoint a
successor Depositary with respect to the Securities of such series. If a
successor Depositary for the Securities of such series is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such ineligibility, the Company's selection pursuant to Section 3.01(b)(17)
shall no longer be effective with respect to the Securities of such series and
the Company shall execute, and the Trustee, upon receipt of a Company Order for
the authentication and delivery of certificated Securities of such series of
like tenor, shall authenticate and deliver Securities of such series of like
tenor in certificated form, in authorized denominations and in an aggregate
principal amount equal to the principal amount of the Security or Securities of
such series of like tenor in global form in exchange for such Security or
Securities in global form.

The Company may at any time in its sole discretion determine that Securities
issued in global form shall no longer be represented by such a Security or
Securities in global form. In such event the Company shall execute, and the
Trustee, upon receipt of a Company Order for the authentication and delivery of
certificated Securities of such series of like tenor, shall authenticate and
deliver, Securities of such series of like tenor in certificated form, in
authorized denominations and in an aggregate principal amount equal to the
principal amount of the Security or Securities of such series of like tenor in
global form in exchange for such Security or Securities in global form.

If specified by the Company pursuant to Section 3.01 with respect to a series of
Securities, the Depositary for such series may surrender a Security in global
form of such series in exchange in whole or in part for Securities of such
series in certificated form on such terms as are acceptable



                                       28


to the Company and such Depositary. Thereupon, the Company shall execute, and
the Trustee shall authenticate and deliver, without service charge,

                  (i) to each Person specified by such Depositary a new
certified Security or Securities of the same series of like tenor, of any
authorized denomination as requested by such Person in aggregate principal
amount equal to and in exchange for such Person's beneficial interest in the
Security in global form; and

                  (ii) to such Depositary a new Security in global form of
like tenor in a denomination equal to the difference, if any, between the
principal amount of the surrendered Security in global form and the aggregate
principal amount of certificated Securities delivered to Holders thereof.

Upon the exchange of a Security in global form for Securities in certificated
form, such Security in global form shall be canceled by the Trustee. Securities
issued in exchange for a Security in global form pursuant to this Section shall
be registered in such names and in such authorized denominations as the
Depositary for such Security in global form, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee. The
Trustee shall deliver such Securities to the Persons in whose names such
Securities are so registered.

Whenever any Securities are 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.

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

Every Security presented or surrendered for registration of transfer or for
exchange shall (if so required by the Company or the Trustee) be duly endorsed,
or be accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar duly executed by the Holder thereof or
his attorney duly authorized in writing.

Unless otherwise provided in the Securities to be transferred or exchanged, no
service charge shall be made for any registration of transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer.

If the Securities of any series (or of any series and specified tenor) are to be
redeemed in part, the Company shall not be required (i) to issue, register the
transfer of or exchange Securities of such series during a period beginning at
the opening of business 15 days before the day of the mailing of a notice of
redemption of Securities of that series selected for redemption under Section
11.03 and ending at the close of business on the day of such mailing, or (ii) to
register the transfer of or exchange any Security so selected for redemption, in
whole or in part, except the unredeemed portion of any Security being redeemed
in part.




                                       29


The foregoing provisions relating to registration, transfer and exchange may be
modified, supplemented or superseded with respect to any series of Securities by
a Board Resolution or in one or more indentures supplemental hereto.

         Section 3.06 MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES. If
any mutilated Security is surrendered to the Trustee, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor a new
Security of the same series and of like tenor and principal amount and bearing a
number not contemporaneously outstanding.

If there shall be delivered to the Company and the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security and (ii) such
security or indemnity as may be required by them to save each of them and any
agent of either 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 request the Trustee shall authenticate
and deliver, in lieu of any such destroyed, lost or stolen Security, a new
Security of the same series and of like tenor and principal amount and 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, the Company in its discretion may, instead of
issuing a new Security, pay such Security.

Upon the issuance of any new Security 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) connected therewith.

Every new Security of any series issued pursuant to this Section in lieu of any
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 the benefits of this Indenture equally and proportionately with
any and all other Securities of that series 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.

         Section 3.07 PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.
Interest on any Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest.

Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "DEFAULTED INTEREST") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been




                                       30


such Holder, 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 of such series
(or their respective Predecessor 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 in writing of the amount of Defaulted Interest proposed to be paid on
each Security of such series and the date of the proposed payment (which shall
be not less than 25 days after the receipt by the Trustee of such notice, unless
such Trustee shall consent to an earlier date), and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements reasonably satisfactory to the Trustee for such deposit prior to
the date of the proposed payment, such money when deposited to be held in trust
for the benefit of the Persons entitled to such Defaulted Interest as in this
Clause provided. Thereupon the Trustee 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 Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such Special Record Date and, in
the name and at the reasonable 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 of Securities of such
series 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 so mailed,
such Defaulted Interest shall be paid to the Persons in whose names the
Securities of such series (or their respective Predecessor Securities) are
registered at the close of business 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 on the Securities of any series in any other lawful manner not
inconsistent with the requirements of any securities exchange on which such
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 of the proposed
payment pursuant to this Clause (2), such manner of payment shall be deemed
practicable by the Trustee.

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 3.08 PERSONS DEEMED OWNERS. Prior to due presentment of a
Security for registration of transfer, the Company, the Trustee and any agent of
the Company or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of, premium, if any, and (subject to Sections 3.05 and 3.07) interest
on such Security and for all other purposes whatsoever, whether or not such
Security be overdue, and neither the Company, the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary.




                                       31


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

         Section 3.09 CANCELLATION. All Securities surrendered for payment,
redemption, registration of transfer or exchange or for credit against any
sinking fund payment shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and shall be promptly canceled 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 canceled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities canceled as provided in this Section,
except as expressly permitted by this Indenture. All canceled Securities shall
be held by the Trustee and may be destroyed (and, if so destroyed, certification
of their destruction shall be delivered to the Company, unless, by a Company
Order, the Company shall direct that canceled Securities be returned to it).

         Section 3.10 COMPUTATION OF INTEREST. Except as otherwise
specified as contemplated by Section 3.01 for Securities of any series, interest
on the Securities of each series shall be computed on the basis of a year of
twelve 30-day months.

         Section 3.11 CUSIP NUMBER. The Company in issuing Securities of
any series may use a "CUSIP" number, and if so, the Trustee may use the CUSIP
number in notices of redemption or exchange as a convenience to Holders of such
series; provided, that any such notice may state that no representation is made
as to the correctness or accuracy of the CUSIP number printed on the notice or
on the Securities of such series, 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 number of any series
of Securities.

         Section 3.12 WIRE TRANSFERS. Notwithstanding any other provision
to the contrary in this Indenture, the Company may make any payment of moneys
required to be deposited with the Trustee on account of principal of, or
premium, if any, or interest on the Securities (whether pursuant to optional or
mandatory redemption payments, interest payments or otherwise) by wire transfer
of immediately available funds to an account designated by the Trustee on or
before the date and time such moneys are to be paid to the Holders of the
Securities in accordance with the terms hereof.




                                       32


                                    ARTICLE 4

                           SATISFACTION AND DISCHARGE

         Section 4.01 SATISFACTION AND DISCHARGE OF INDENTURE. This
Indenture shall cease to be of further effect (except as to any surviving rights
of registration of transfer or exchange of Securities and replacement of such
Securities which may have been lost, stolen or mutilated as herein expressly
provided for or in the form of Security for such series), when the Trustee, upon
Company Request and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture, when

                  (1) either (a) all Securities theretofore authenticated
and delivered (other than (i) Securities which have been destroyed, lost or
stolen and which have been replaced or paid as provided in Section 3.06 and (ii)
Securities for whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter repaid to the Company
or discharged from such trust, as provided in Section 10.05) have been delivered
to the Trustee for cancellation; or (b) all such Securities not theretofore
delivered to the Trustee for cancellation (i) have become due and payable, or
(ii) will become due and payable at their Stated Maturity within one year, or
(iii) are to be called for redemption within one year under arrangements
reasonably satisfactory to the Trustee for the giving of notice of redemption by
the Trustee in the name, and at the reasonable expense, of the Company, and the
Company, in the case of (b)(i), (ii) or (iii) above, has deposited with the
Trustee as trust funds in trust for the purpose an amount, in the currency or
currencies or currency unit or units in which the Securities of such series are
payable, sufficient to pay and discharge the entire indebtedness on such
Securities not theretofore delivered to the Trustee for cancellation, for
principal, premium, if any, and interest to the date of such deposit (in the
case of Securities which have become due and payable) or the Stated Maturity or
Redemption Date, as the case may be;

                  (2) the Company has paid or caused to be paid all other sums
payable hereunder by the Company; and

                  (3) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for herein relating to the satisfaction and discharge of this
Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07, the obligations of
the Company to any Authenticating Agent under Section 6.14 and, if money shall
have been deposited with the Trustee pursuant to subclause (b) of clause (1) of
this Section, the obligations of the Trustee under Section 4.02 and the last
paragraph of Section 10.05 shall survive.

         Section 4.02 APPLICATION OF TRUST MONEY. Subject to the provisions
of the last paragraph of Section 10.05, all money deposited with the Trustee
pursuant to Section 4.01 shall be held in trust and applied by it, in accordance
with the provisions of the Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of



                                       33


the principal (and premium, if any) and interest for whose payment such money
has been deposited with or received by the Trustee, but such money need not be
segregated from other funds except to the extent required by law.

         Section 4.03 APPLICATION TO A SPECIFIC SERIES OF SECURITIES. The
Company may elect to satisfy and discharge its obligations with respect to a
specific series of Securities under the Indenture by complying with the terms of
Article 4. If the Company makes such election, (a) the terms of Section 4.01 and
4.02 shall apply only to the specific series of Securities and the terms of the
Indenture as it relates to such series of Securities and (b) the other
Securities issued hereunder and the Indenture as it relates to such other
Securities shall remain in full force and effect.

                                    ARTICLE 5

                                    REMEDIES

         Section 5.01 EVENTS OF DEFAULT. Except as otherwise specified as
contemplated by Section 3.01 for Securities of a series, "EVENT OF DEFAULT,"
wherever used herein with respect to Securities of any series, means any one of
the following events (whatever the reason for such Event of Default and whether
it shall be voluntary or involuntary or to be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

                  (1) the Company defaults in the payment of interest on
any Security of that series when such interest becomes due and payable and the
default continues for a period of 30 days; or

                  (2) the Company defaults in the payment of the principal
of, or premium, if any, on any Security of that series when the same becomes due
and payable at Maturity or on redemption or otherwise; or

                  (3) the Company fails to deposit any sinking fund
payment, for five days after it becomes due by the terms of a Security of that
series; or

                  (4) the Company fails to observe or perform in any
material respect any of its other covenants, agreements or warranties in the
Securities of that series or this Indenture (other than a covenant, agreement or
warranty a default in whose performance or whose breach is elsewhere in this
Section specifically dealt with or which has expressly been included in this
Indenture solely for the benefit of series of Securities other than that
series), and the failure to observe or perform continues for the period and
after the notice specified in the last paragraph of this Section; or

                  (5) an event of default, as defined in any mortgage,
indenture, or instrument under which there may be issued, or by which there may
be secured or evidenced, any Indebtedness of the Company (including Securities
of another series) (other than the Securities of such series) (whether such
Indebtedness now exists or shall hereafter be created or incurred)



                                       34


shall occur, which event of default (i) is caused by a failure to pay principal
of or premium, if any, or interest on such Indebtedness at final maturity after
the expiration of the grace period provided in such Indebtedness on the date of
such event of default, and (ii) results in Indebtedness becoming or being
declared due and payable prior to the date on which it would otherwise become
due and payable, and such default in payment is not cured or such acceleration
shall not be rescinded or annulled within 30 days after written notice to the
Company from the Trustee or to the Company and to the Trustee from the Holders
of at least twenty-five percent in aggregate principal amount of the Outstanding
Securities of that series specifying such event of default and requiring the
Company to cure such default in payment or cause such acceleration to be
rescinded or annulled and stating that such notice is a "NOTICE OF DEFAULT"
hereunder; provided, however, that it shall not be an Event of Default if the
principal amount of Indebtedness which is not paid at maturity or the maturity
of which is accelerated is equal to or less than $20,000,000; provided further
that if, prior to a declaration of acceleration of the maturity of the
Securities of that series or the entry of judgment in favor of the Trustee in a
suit pursuant to Section 5.03, such default shall be remedied or cured by the
Company or waived by the holders of such Indebtedness, then the Event of Default
hereunder by reason thereof shall be deemed likewise to have been thereupon
remedied, cured or waived without further action upon the part of either the
Trustee or any of the Holders of the Securities of that series; or

                  (6) the Company or any of its Significant Subsidiaries
pursuant to or within the meaning of any Bankruptcy Law (a) commences a
voluntary case or proceeding under any Bankruptcy Law with respect to itself,
(b) consents to the entry of a judgment, decree or order for relief against it
in an involuntary case or proceeding under any Bankruptcy Law, (c) consents to
or acquiesces in the institution of bankruptcy or insolvency proceedings against
it, (d) applies for, consents to or acquiesces in the appointment of or taking
possession by a Custodian of it or for all or substantially all of its property,
(e) makes a general assignment for the benefit of its creditors or (f) takes any
corporate action in furtherance of or to facilitate, conditionally or otherwise,
any of the foregoing; or

                  (7) (i) a court of competent jurisdiction enters a
judgment, decree or order for relief in an involuntary case or proceeding under
any Bankruptcy Law which shall (a) approve as properly filed a petition seeking
reorganization, arrangement, adjustment or composition in respect of the Company
or any of its Significant Subsidiaries, (b) appoint a Custodian of the Company
or any of its Significant Subsidiaries or for all or substantially all of its
property or (c) order the winding-up or liquidation of affairs of the Company or
any of its Significant Subsidiaries, and such judgment, decree or order shall
remain unstayed and in effect for a period of 90 consecutive days; or (ii) any
bankruptcy or insolvency petition or application is filed, or any bankruptcy or
insolvency proceeding is commenced, against the Company or any of its
Significant Subsidiaries and such petition, application or proceeding is not
dismissed within 60 days; or (iii) a warrant of attachment is issued against any
material portion of the property of the Company or any of its Significant
Subsidiaries which is not released within 60 days of service; or

                  (8) any other Event of Default provided with respect to
Securities of that series.




                                       35


A Default under clause (4) above is not an Event of Default until the Trustee or
the Holders of at least twenty-five percent in aggregate principal amount of the
Outstanding Securities of that series notify the Company of the Default and the
Company does not cure the Default within 60 days after receipt of the notice.
The notice must specify the Default, demand that it be remedied and state that
the notice is a "NOTICE OF DEFAULT." When a Default under clause (4) above is
cured within such 60-day period, it ceases to be a Default.

         Section 5.02 ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.
If an Event of Default with respect to Securities of any series (other than an
Event of Default specified in clause (6) or (7) of Section 5.01) occurs and is
continuing, the Trustee by notice in writing to the Company, or the Holders of
at least twenty-five percent in aggregate principal amount of the Outstanding
Securities of that series by notice in writing to the Company and the Trustee,
may declare the unpaid principal of and accrued interest to the date of
acceleration (or, if the Securities of that series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of that series) on all the Outstanding Securities of that series to be due
and payable immediately and, upon any such declaration, the Outstanding
Securities of that series (or specified principal amount) shall become and be
immediately due and payable.

If an Event of Default specified in clause (6) or (7) of Section 5.01 occurs,
all unpaid principal of and accrued interest on the Outstanding Securities of
that series (or specified principal amount) shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder of any Security of that series.

Upon payment of all such principal and interest, all of the Company's
obligations under the Securities of that series and (upon payment of the
Securities of all series) this Indenture shall terminate, except obligations
under Section 6.07.

At any time after a declaration of acceleration of Maturity with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series by notice to the Trustee may rescind an
acceleration and its consequences if (i) all existing Events of Default, other
than the nonpayment of the principal of and interest on the Securities of that
series that has become due solely by such declaration of acceleration, have been
cured or waived, (ii) to the extent the payment of such interest is lawful,
interest on overdue installments of interest and overdue principal that has
become due otherwise than by such declaration of acceleration have been paid,
(iii) the rescission would not conflict with any judgment or decree of a court
of competent jurisdiction and (iv) all payments due to the Trustee and any
predecessor Trustee under Section 6.07 have been made.

         Section 5.03 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT
BY TRUSTEE. The Company covenants that if:




                                       36


                  (1) default is made in the payment of any interest on any
Security of any series when such interest becomes due and payable and such
default continues for a period of 30 days, or

                  (2) default is made in the payment of the principal of (or
premium, if any, on) any Security of any series at the Maturity thereof, or

                  (3) default is made in the payment of any sinking or
analogous obligation when the same becomes due by the terms of the Securities of
any series, and any such default continues for any period of grace provided with
respect to the Securities of such series,

the Company will, 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 (and 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
or rates prescribed therefor in such Securities, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

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, 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 such 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 such Securities, wherever
situated.

If an Event of Default with respect to Securities of any series occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce its
rights and the rights of the Holders of Securities of such series by such
appropriate judicial proceedings as the Trustee shall deem most effectual 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 secure any other proper remedy.

         Section 5.04 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 or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise,

                  (i) 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



                                       37


any claim for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agent and counsel) and of the Holders allowed in such
judicial proceedings, and

                  (ii) 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, its agents and counsel, and any other
amounts due the Trustee under Section 6.07.

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 5.05 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, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

         Section 5.06 APPLICATION OF MONEY COLLECTED. Any money collected
by the Trustee pursuant to this Article in respect of the Securities of any
series shall be applied in the following order, at the date or dates fixed by
the Trustee and, in case of the distribution of such money on account of
principal, premium, if any, or interest, upon presentation of the Securities in
respect of which moneys have been collected and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

         First: To the payment of all amounts due the Trustee under Section 6.07
applicable to such series;

         Second: To the payment of the amounts then due and unpaid for principal
of, and premium, if any, and interest on the Securities of such series 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 of such series for principal, and premium, if
any, and interest, respectively; and

         Third:  To the Company.

The Trustee may fix a record date and payment date for any payment to Holders
pursuant to this Section 5.06. At least ten (10) days before such record date,
the Trustee shall mail to each



                                       38


Holder and the Company a notice that states the record date, the payment date
and the amount to be paid.

         Section 5.07 LIMITATION ON SUITS. No Holder of any Security of any
series shall have any right 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:

                  (1) such Holder has previously given written notice to
the Trustee of a continuing Event of Default with respect to the Securities of
that series;

                  (2) the Holders of at least twenty-five percent in
principal amount of the Outstanding Securities of that series 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;

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

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

                  (5) 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 principal amount of the Outstanding Securities of that series;

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

         Section 5.08 UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
PREMIUM AND INTEREST. Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of, premium, if any, and
(subject to Section 3.07) interest on such Security on the Stated Maturity or
Maturities expressed in such Security (or, in the case of redemption, on the
Redemption Date) and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such Holder.

         Section 5.09 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 such case, subject to any determination in such proceeding, the
Company, the Trustee and the Holders shall be restored severally and
respectively to their former positions hereunder and thereafter all rights and




                                       39


remedies of the Trustee and the Holders shall continue as though no such
proceeding has been instituted.

         Section 5.10 RIGHTS AND REMEDIES CUMULATIVE. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities in the last paragraph of Section 3.06, 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 5.11 DELAY OR OMISSION NOT WAIVER. No delay or omission of
the Trustee or of any Holder of any Securities to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article 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 5.12 CONTROL BY HOLDERS. The Holders of a majority in
principal amount of the Outstanding Securities of any series 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 on
the Trustee, with respect to the Securities of such series, provided that:

                  (1) such direction shall not be in conflict with any rule of
law or with this Indenture;

                  (2) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction; and

                  (3) subject to Section 6.01, the Trustee need not take
any action which might involve the Trustee in personal liability or be unduly
prejudicial to the Holders not joining therein.

         Section 5.13 WAIVER OF PAST DEFAULTS. The Holders of not less than
a majority in principal amount of the Outstanding Securities of any series may
by written notice to the Trustee on behalf of the Holders of all the Securities
of such series waive any Default or Event of Default with respect to such series
and its consequences, except a Default or Event of Default:

                  (1) in respect of the payment of the principal of or premium,
if any, or interest on any Security of such series, or

                  (2) in respect of a covenant or other provision hereof
which under Article Nine cannot be modified or amended without the consent of
the Holder of each Outstanding Security of such series affected.




                                       40


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

         Section 5.14 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 any court may in its discretion require, 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 by it as Trustee,
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, 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 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 ten percent in principal amount of the Outstanding Securities of any
series, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of or premium, if any, or interest on any Security on
or after the Stated Maturity or Maturities expressed in such Security (or, in
the case of redemption, on or after the Redemption Date).

                                    ARTICLE 6

                                   THE TRUSTEE

         Section 6.01 CERTAIN DUTIES AND RESPONSIBILITIES OF THE TRUSTEE.

                  (a) Except during the continuance of an Event of Default,
the Trustee's duties and responsibilities under this Indenture shall be governed
by Section 315(a) of the Trust Indenture Act.

                  (b) In case an Event of Default has occurred and is
continuing, and is known to the Trustee, the Trustee shall exercise the rights
and powers vested in it by this Indenture, and shall 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.

                  (c) None of the provisions of Section 315(d) of the Trust
Indenture Act shall be excluded from this Indenture.

                  (d) Every provision of this Indenture which pertains to
the Trustee shall be subject to this Section 6.01.

         Section 6.02 NOTICE OF DEFAULTS. Within 90 days after the
occurrence of any Default or Event of Default with respect to the Securities of
any series, the Trustee shall give to all Holders of Securities of such series,
as their names and addresses appear in the Security Register, notice of such
Default or Event of Default known to the Trustee, unless such Default or Event
of Default shall have been cured or waived; provided, however, that, except in
the case of a Default



                                       41


or Event of Default in the payment of the principal of or premium, if any, or
interest on any Security of such series, 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 and/or Responsible Officers of the
Trustee in good faith determine that the withholding of such notice is in the
interest of the Holders of Securities of such series.

         Section 6.03 CERTAIN RIGHTS OF TRUSTEE. Subject to the provisions of
the Trust Indenture Act:

                  (a) 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;

                  (b) any request or direction of the Company mentioned
herein shall be sufficiently evidenced by a Company Request or Company Order and
any resolution of the Board of Directors may be sufficiently evidenced by a
Board Resolution;

                  (c) 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;

                  (d) the Trustee may consult with counsel and the written
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;

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

                  (f) prior to the occurrence of an Event of Default with
respect to the Securities of any series and after the curing or waiving of all
such Events of Default which may have occurred, 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, approval or other paper or document, or the books and records of
the Company, unless requested in writing to do so by the Holders of a majority
in principal amount of the Outstanding Securities of any series; provided,
however, that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such
investigation is not, in the opinion of the Trustee, reasonably assured to the
Trustee by the security afforded to it by the terms of this Indenture, the
Trustee may require reasonable indemnity against such costs, expenses or
liabilities as a condition to so proceeding;



                                       42


the reasonable expense of every such investigation shall be paid by the Company
or, if paid by the Trustee, shall be repaid by the Company upon demand;

                  (g) the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and the Trustee shall not be responsible for any misconduct
or negligence on the part of any agent or attorney appointed with due care by it
hereunder; and

                  (h) the Trustee shall not be required 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 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.

         Section 6.04 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
SECURITIES. The recitals herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and neither the Trustee nor any Authenticating Agent assumes any responsibility
for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Securities, except that the Trustee
represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Securities and perform its obligations hereunder, and that the
statements made by it or to be made by it in a Statement of Eligibility and
Qualification on Form T-1 supplied to the Company are true and accurate. Neither
the Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof.

         Section 6.05 MAY HOLD SECURITIES. The Trustee, any Authenticating
Agent, any Paying Agent, any Security Registrar or any other agent of the
Company, in its individual or any other capacity, may become the owner or
pledgee of Securities and, subject to Sections 6.08 and 6.13, may otherwise deal
with the Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.

         Section 6.06 MONEY HELD IN TRUST. Money held by the Trustee in
trust hereunder (including amounts held by the Trustee as Paying Agent) 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 upon in writing with the Company.

         Section 6.07 COMPENSATION AND REIMBURSEMENT.  The Company agrees:

                  (1) to pay to the Trustee from time to time reasonable
compensation as negotiated between the Company and the Trustee for all services
rendered by it hereunder (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust);

                  (2) except as otherwise expressly provided herein, to
reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any provision of this Indenture (including the reasonable



                                       43


compensation and the expenses 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

                  (3) to indemnify the Trustee for, and to hold it harmless
against, any loss, liability, damage, claim or expense, including taxes (other
than taxes based upon or determined or measured 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 the trust or trusts
hereunder, including the 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.

When the Trustee incurs expenses or renders services in connection with an Event
of Default specified in Section 5.01(6) or Section 5.01(7), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Bankruptcy Law.

                  The provisions of this Section 6.07 shall survive this
Indenture and the resignation or removal of the Trustee.

         Section 6.08 DISQUALIFICATION; CONFLICTING INTERESTS. The Trustee
shall be disqualified only where such disqualification is required by Section
310(b) of the Trust Indenture Act. Nothing shall prevent the Trustee from filing
with the Commission the application referred to in the second to last paragraph
of Section 310(b) of the Trust Indenture Act.

         Section 6.09 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY. There shall
at all times be a Trustee hereunder which shall be eligible to act as Trustee
under Section 310(a)(1) of the Trust Indenture Act having a combined capital and
surplus (together with its parent) of at least $100,000,000 and subject to
supervision or examination by federal or State authority. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. Neither the Company nor any Person directly or
indirectly controlling, controlled by, or under common control with the Company
may serve as Trustee. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

         Section 6.10 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

                  (a) No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 6.11.

                  (b) The Trustee may resign at any time with respect to
the Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 6.11 shall not have been delivered to the Trustee within 30



                                       44


days after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

                  (c) The Trustee may be removed at any time with respect
to the Securities of any series by Act of the Holders of a majority in principal
amount of the Outstanding Securities of such series, delivered to the Trustee
and to the Company.

                  (d) If at any time:

                           (i) the Trustee shall fail to comply with Section
310(b) of the Trust Indenture Act after written request therefor by the Company
or by any Holder who has been a bona fide Holder of a Security for at least six
months; or

                           (ii) the Trustee shall cease to be eligible under
Section 6.09 and shall fail to resign after written request therefor by the
Company or by any such Holder of a Security who has been a bona fide Holder of a
Security for at least six months; or

                           (iii) the Trustee shall become incapable of acting or
shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
property shall be appointed or any public officer shall take charge or control
of the Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation;

                  then, in any such case, (i) the Company by a Board Resolution
may remove the Trustee with respect to all Securities, or (ii) subject to
Section 315(e) of the Trust Indenture Act, any Holder who has been a bona fide
Holder of a Security for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee with respect to all Securities and the appointment of a
successor Trustee or Trustees.

                  (e) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, with respect to the Securities of one or more series, the Company, by
a Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series) and shall comply with
the applicable requirements of Section 6.11. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
6.11, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company with
respect to such Securities. If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the Company or the
Holders and accepted appointment in the manner required by Section 6.11, any




                                       45


Holder who has been a bona fide Holder of a Security of such series for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

                  (f) The Company shall give notice of each resignation and
each removal of the Trustee with respect to the Securities of any series and
each appointment of a successor Trustee with respect to the Securities of any
series by mailing written notice of such event by first-class mail, postage
prepaid, to all Holders of Securities of such series as their names and
addresses appear in the Security Register. Each notice shall include the name of
the successor Trustee with respect to the Securities of such series and the
address of its Corporate Trust Office.

         Section 6.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

                  (a) In case of the appointment hereunder of a successor
Trustee with respect to all Securities, every such successor Trustee so
appointed shall execute, acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Company or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder.

                  (b) In case of the appointment hereunder of a successor
Trustee with respect to the Securities of some (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the
Securities of such series shall execute and deliver an indenture supplemental
hereto wherein each successor Trustee shall accept such appointment and which
(1) shall contain such provisions as shall be necessary or desirable to transfer
and confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates; but, on request of the Company or any successor Trustee, such
retiring Trustee shall duly assign,




                                       46


transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

                  (c) Upon request of any such successor Trustee, the
Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights, powers and
trusts referred to in paragraph (a) or (b) of this Section, as the case may be.

                  (d) No successor Trustee shall accept its appointment
unless at the time of such acceptance such successor Trustee shall be qualified
and eligible under the Trust Indenture Act.

         Section 6.12 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor (by merger,
conversion, consolidation or otherwise as permitted hereunder) to such
authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.

         Section 6.13 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.
The Trustee shall comply with Section 311(a) of the Trust Indenture Act,
excluding any creditor relationship listed in Section 311(b) of the Trust
Indenture Act. A Trustee who has resigned or been removed shall be subject to
Section 311(a) of the Trust Indenture Act to the extent indicated therein.

         Section 6.14 APPOINTMENT OF AUTHENTICATING AGENT. At any time when
any of the Securities remain Outstanding the Trustee may appoint an
Authenticating Agent or Agents with respect to one or more series of Securities
which shall be authorized to act on behalf of, and subject to the direction of,
the Trustee to authenticate Securities of such series issued upon exchange,
registration of transfer or partial redemption thereof or pursuant to Section
3.06, and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus (together with its parent) of not less
than $100,000,000 and subject to supervision or examination by federal or State
authority. If such Authenticating Agent




                                       47


publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such Authenticating Agent
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section,
such Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section.

Any corporation into which an Authenticating Agent may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which such Authenticating Agent shall be a party,
or any corporation succeeding to the corporate agency or corporate trust
business of an Authenticating Agent, shall continue to be an Authenticating
Agent, provided such corporation shall be otherwise eligible under this Section,
without the execution or filing of any paper or any further act on the part of
the Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written notice thereof
to the Trustee and to the Company. The Trustee may at any time terminate the
agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation as negotiated between the Company and such
Authenticating Agent for its services under this Section.

If an appointment with respect to one or more series is made pursuant to this
Section, the Securities of such series may have endorsed thereon, in addition to
the Trustee's certificate of authentication, an alternate certificate of
authentication in the following form:

                         Form of Authenticating Agent's
                          Certificate of Authentication

Dated:_________________

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.




                                       48


                                       --------------------------
                                       As Trustee

                                       By ________________________
                                            As Authenticating Agent


                                       By ________________________
                                            Authorized Signatory

         Section 6.15 COMPLIANCE WITH TAX LAWS. The Trustee hereby agrees
to comply with all U.S. Federal income tax information reporting and withholding
requirements applicable to it with respect to payments of premium (if any) and
interest on the Securities of any series, whether acting as Trustee, Security
Registrar, Paying Agent or otherwise with respect to the Securities of any
series.

                                    ARTICLE 7

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

         Section 7.01 COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
HOLDERS. The Company will furnish or cause to be furnished to the Trustee:

                  (a) semi-annually, not later than 15 days after the
Regular Record Date for each series of Securities, a list, in such form as the
Trustee may reasonably require, of the names and addresses of the Holders of
Securities as of such Regular Record Date (unless the Trustee has such
information), or if there is no Regular Record Date for interest for such series
of Securities, semi-annually, upon such dates as are set forth in the Board
Resolution or indenture supplemental hereto authorizing such series, and

                  (b) at such other times as the Trustee may request in
writing, within 30 days after the receipt by the Company of any such request, a
list of similar form and content as of a date not more than 15 days prior to the
time such list is furnished;

provided, however, that so long as the Trustee is the Security Registrar, no
such list shall be required to be furnished.

         Section 7.02 PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

                  (a) The Trustee shall preserve, in as current a form as
is reasonably practicable, the names and addresses of Holders contained in the
most recent list furnished to the Trustee as provided in Section 7.01 and the
names and addresses of Holders received by the Trustee in its capacity as
Security Registrar. The Trustee may destroy any list furnished to it as provided
in Section 7.01 upon receipt of a new list so furnished.




                                       49


                  (b) If three or more Holders (herein referred to as
"APPLICANTS") apply in writing to the Trustee, and furnish to the Trustee
reasonable proof that each such applicant has owned a Security for a period of
at least six months preceding the date of such application, and such application
states that the applicants desire to communicate with other Holders with respect
to their rights under this Indenture or under the Securities and is accompanied
by a copy of the form of proxy or other communication which such applicants
propose to transmit, then the Trustee shall, within five Business Days after the
receipt of such application, at its election, either:

                           (i) afford such applicants access to the information
preserved at the time by the Trustee in accordance with Section 7.02(a); or

                           (ii) inform such applicants as to the approximate
number of Holders whose names and addresses appear in the information preserved
at the time by the Trustee in accordance with Section 7.02(a), and as to the
approximate cost of mailing to such Holders the form of proxy or other
communication, if any, specified in such application.

If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder whose name and address appears in the information preserved
at the time by the Trustee in accordance with Section 7.02(a) a copy of the form
of proxy or other communication which is specified in such request, with
reasonable promptness after a tender to the Trustee of the material to be mailed
and of payment, or provision for the payment, of the reasonable expenses of
mailing, unless within five days after such tender the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interests of the Holders
or would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, after opportunity for a hearing
upon the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find,
after notice and opportunity for hearing, that all objections so sustained have
been met and shall enter an order so declaring, the Trustee shall mail copies of
such material to all such Holders with reasonable promptness after the entry of
such order and the renewal of such tender; otherwise the Trustee shall be
relieved of any obligation or duty to such applicants respecting their
application.

                  (c) Every Holder of Securities, by receiving and holding
the same, agrees with the Company and the Trustee that neither the Company nor
the Trustee nor any agent of either of them shall be held accountable by reason
of the disclosure of any such information as to the names and addresses of the
Holders in accordance with Section 7.02(b), regardless of the source from which
such information was derived, and that the Trustee shall not be held accountable
by reason of mailing any material pursuant to a request made under Section
7.02(b).

         Section 7.03 REPORTS BY TRUSTEE.




                                       50


                  (a) Within 60 days after ______ of each year commencing
with the year 200_, the Trustee shall transmit by mail to all Holders of
Securities as provided in Section 313(c) of the Trust Indenture Act, a brief
report dated as of ______, if required by and in compliance with Section 313(a)
of the Trust Indenture Act. The Trustee shall also comply with Section 313(b) of
the Trust Indenture Act.

                  (b) A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange or
inter-dealer quotation system upon which any Securities are listed, with the
Commission and with the Company. The Company will notify the Trustee when any
Securities are listed on any stock exchange or any inter-dealer quotation
system.

         Section 7.04 REPORTS BY COMPANY.  The Company shall:

                  (1) file with the Trustee, within 15 days after the
Company is required to file the same with the Commission, copies of the annual
reports and of the information, documents and other reports (or copies of such
portions of any of the foregoing as the Commission may from time to time by
rules and regulations prescribe) which the Company may be required to file with
the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or,
if the Company is not required to file information, documents or reports
pursuant to either of said Sections, then it shall file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from time to
time by the Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of the
Exchange Act in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and
regulations;

                  (2) file with the Trustee and the Commission, in
accordance with rules and regulations prescribed from time to time by the
Commission, such additional information, documents and reports with respect to
compliance by the Company with the conditions and covenants of this Indenture as
may be required from time to time by such rules and regulations;

                  (3) transmit or cause to be transmitted by mail to all
Holders, as their names and addresses appear in the Security Register, (a) as
promptly as reasonably practicable following the furnishing of the same to its
stockholders, the Company's annual report to stockholders, containing certified
financial statements, and any other financial reports which the Company
generally furnishes to its stockholders, and (b) within 30 days after the filing
thereof with the Trustee, such summaries of any other information, documents and
reports required to be filed by the Company pursuant to paragraphs (1) and (2)
of this Section as may be required by rules and regulations prescribed from time
to time by the Commission; and

                  (4) furnish to the Trustee, on ___________ of each year,
a brief certificate from the principal executive officer, principal financial
officer or principal accounting officer as to his or her knowledge of the
Company's compliance with all conditions and covenants under this Indenture. For
purposes of this paragraph, such compliance shall be determined without regard
to any period of grace or requirement of notice provided under this Indenture.
Such certificate need not comply with Section 1.02.




                                       51


                                    ARTICLE 8

                 CONSOLIDATION, MERGER, LEASE, SALE OR TRANSFER

         Section 8.01 WHEN COMPANY MAY MERGE, ETC. Except as may be
otherwise provided as contemplated by Section 3.01 relating to Securities of a
series, the Company shall not consolidate with, or merge with or into, any other
Person (whether or not the Company shall be the surviving corporation or
entity), or convey, transfer or lease all or substantially all of its properties
and assets as an entirety or substantially as an entirety to any Person or group
of affiliated Persons, in one transaction or a series of related transactions,
unless:

                  (1) either the Company shall be the continuing Person or
the Person (if other than the Company) formed by such consolidation or with
which or into which the Company is merged or the Person (or group of affiliated
Persons) to which all or substantially all the properties and assets of the
Company as an entirety or substantially as an entirety are conveyed, transferred
or leased shall be a corporation or other entity (group of affiliated
corporations or entities) organized and existing under the laws of the United
States of America or any State thereof or the District of Columbia and shall
expressly assume, by an indenture supplemental hereto, executed and delivered to
the Trustee, in form reasonably satisfactory to the Trustee, all the obligations
of the Company under the Securities and this Indenture; and

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

Notwithstanding the foregoing, the Company may (a) consolidate with, or merge
with or into, an Affiliate incorporated for the purpose incorporating the
Company in another jurisdiction and/or (b) convey, transfer or lease all or
substantially all of its properties and assets as an entirety or substantially
as an entirety to any Subsidiary or Subsidiaries, in one transaction or a series
of related transactions.

         Section 8.02 OPINION OF COUNSEL. The Company shall deliver to the
Trustee prior to the proposed transaction(s) covered by Section 8.01 an
Officers' Certificate and an Opinion of Counsel stating that the transaction(s)
and such supplemental indenture comply with this Indenture and that all
conditions precedent to the consummation of the transaction(s) under this
Indenture have been met.

         Section 8.03 SUCCESSOR CORPORATION SUBSTITUTED. Upon any
consolidation by the Company with or merger by the Company into any other
corporation or other entity or any conveyance, transfer or lease all or
substantially all of the property and assets of the Company in accordance with
Section 8.01, the successor corporation or other entity formed by such
consolidation or into which the Company is merged or the successor corporation
or entity or affiliated group of corporations or entities to which such lease,
sale, assignment or transfer 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 corporation or corporations or entity or
entities had been named as the Company herein, and thereafter, except



                                       52


in the case of a lease, the predecessor corporation or corporations or entity or
entities shall be relieved of all obligations and covenants under this Indenture
and the Securities and in the event of such conveyance or transfer, except in
the case of a lease, any such predecessor corporation may be dissolved and
liquidated.

                                    ARTICLE 9

                             SUPPLEMENTAL INDENTURES

         Section 9.01 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.
Without notice to or the consent of any Holders, the Company, when authorized by
a Board Resolution, and the Trustee, at any time and from time to time, may
enter into one or more indentures supplemental hereto, in form reasonably
satisfactory to the Trustee, for any of the following purposes:

                  (1) to evidence the succession of another corporation to the
Company and the assumption by any such successor of the covenants of the Company
herein and in the Securities; or

                  (2) to add to the covenants of the Company for the benefit of
the Holders of all or any series of Securities (and if such covenants are to be
for the benefit of less than all series of Securities, stating that such
covenants are expressly being included solely for the benefit of such series) or
to surrender any right or power herein conferred upon the Company; or

                  (3) to add any additional Events of Default with respect to
all or any series of Securities; or

                  (4) to add or change any of the provisions of this Indenture
to such extent as shall be necessary to permit or facilitate the issuance of
Securities in bearer form, registrable or not registrable as to principal, and
with or without interest coupons; or

                  (5) to change or eliminate any of the provisions of this
Indenture, provided that any such change or elimination shall become effective
only when there is no Security Outstanding of any series created prior to the
execution of such supplemental indenture which is entitled to the benefit of
such provision; or

                  (6) to secure the Securities; or

                  (7) to establish the form or terms of Securities of any series
as permitted by Sections 2.01 and 3.01; or

                  (8) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or more
series and to add to or change any of the provisions of this Indenture as shall
be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, pursuant to the requirements of Section
6.11(b); or




                                       53


                  (9) to cure any ambiguity, defect or inconsistency or to
correct or supplement any provision herein which may be inconsistent with any
other provision herein; or

                  (10) to make any change that does not materially adversely
affect the interests of the Holders of Securities of any series then
Outstanding; or

                  (11) to add Guarantees with respect to any or all of the
Securities; or

                  (12) to provide for uncertificated Securities in addition
to or in place of certificated Securities (provided that the uncertificated
Securities are issued in registered form for purposes of Section 163(f) of the
Internal Revenue Code or in a manner such that the uncertificated Securities are
described in Section 163(f)(2)(B) of such Code).

Upon request of the Company, accompanied by a Board Resolution authorizing the
execution of any such supplemental indenture, and upon receipt by the Trustee of
the documents described in (and subject to the last sentence of) Section 9.03,
the Trustee shall join with the Company in the execution of any supplemental
indenture authorized or permitted by the terms of this Indenture.

         Section 9.02 SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. With
the written consent of the Holders of a majority in aggregate principal amount
of the Outstanding Securities of each series affected by such supplemental
indenture (with the Securities of each series voting as a class), by Act of said
Holders delivered to the Company and the Trustee, the Company, when authorized
by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,

                  (1) change the Stated Maturity of the principal of, or
premium, if any, or any installment of principal of or premium, if any, or
interest on, any Security, or reduce the principal amount thereof or the rate of
interest thereon or any premium payable upon the redemption, repurchase or
repayment thereof, or change the manner in which the amount of any principal
thereof or premium, if any, or interest thereon is determined, or reduce the
amount of the principal of any Original Issue Discount Security that would be
due and payable upon a declaration of acceleration of the Maturity thereof
pursuant to Section 5.02, or change any Place of Payment where, or the coin or
currency or currency unit in which, any Security or any premium or 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);

                  (2) reduce the percentage in principal amount of the
Outstanding Securities of any series, the consent of whose Holders is required
for any such supplemental indenture, or the consent of whose Holders is required
for any waiver of compliance with certain provisions of this Indenture or
Defaults or Events of Default hereunder and their consequences provided for in
this Indenture; or




                                       54


                  (3) modify any of the provisions of this Section, Section
5.13 or Section 10.06, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived without
the consent of the Holder of each Outstanding Security affected thereby;
provided, however, that this clause shall not be deemed to require the consent
of any Holder with respect to changes in the references to "the Trustee" and
concomitant changes in this Section and Section 10.06, or the deletion of this
proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8).

A supplemental indenture which changes or eliminates any covenant or other
provisions of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

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

         Section 9.03 EXECUTION OF SUPPLEMENTAL INDENTURES. The Trustee
shall sign any supplemental indenture authorized pursuant to this Article,
subject to the last sentence of this Section 9.03. In executing, or accepting
the additional trusts created by, any supplemental indenture permitted by this
Article or the modifications thereby of the trusts created by this Indenture,
the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be
fully protected in relying upon, an Officers' Certificate and an Opinion of
Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture. The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture which affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise.

         Section 9.04 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.

         Section 9.05 CONFORMITY WITH TRUST INDENTURE ACT. Every
supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act as then in effect.

         Section 9.06 REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.
Securities of any series 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 of any series 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



                                       55


Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series.

                                   ARTICLE 10

                                    COVENANTS

         Section 10.01 PAYMENTS OF SECURITIES. With respect to each series
of Securities, the Company will duly and punctually pay the principal of (and
premium, if any) and interest on such Securities in accordance with their terms
and this Indenture, and will duly comply with all the other terms, agreements
and conditions contained in, or made in the Indenture for the benefit of, the
Securities of such series.

         Section 10.02 MAINTENANCE OF OFFICE OR AGENCY. The Company will
maintain an office or agency in each Place of Payment where Securities may be
surrendered for registration of transfer or exchange or for presentation for
payment, where notices and demands to or upon the Company in respect of the
Securities and this Indenture may be served. The Company will give prompt
written notice to the Trustee of the location, and any change in location, of
such office or agency. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the address of the Trustee as set forth in Section 1.05 hereof.

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. The Company
will give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or agency.

         Section 10.03 COMPLIANCE CERTIFICATES.

                  (a) The Company shall deliver to the Trustee within 90
days after the end of each fiscal year of the Company (which fiscal year
currently ends on December 31, an Officers' Certificate stating whether or not
the signer knows of any Default or Event of Default by the Company that occurred
prior to the end of the fiscal year and is then continuing. If the signer does
know of such a Default or Event of Default, the certificate shall describe each
such Default or Event of Default and its status and the specific section or
sections of this Indenture in connection with which such Default or Event of
Default has occurred. The Company shall also promptly notify the Trustee in
writing should the Company's fiscal year be changed so that the end thereof is
on any date other than the date on which the Company's fiscal year currently
ends. The certificate need not comply with Section 1.02 hereof, but shall comply
with Section 314(a)(4) of the Trust Indenture Act.

                  (b) The Company shall deliver to the Trustee, within 10
days after the occurrence thereof, notice of any acceleration which with the
giving of notice and the lapse of time would be an Event of Default within the
meaning of Section 5.01(5) hereof.




                                       56


                  (c) The Company shall deliver to the Trustee forthwith
upon becoming aware of a Default or Event of Default (but in no event later than
10 days after the occurrence of each Default or Event of Default that is
continuing), an Officers' Certificate setting forth the details of such Default
or Event of Default and the action that the Company proposes to take with
respect thereto and the specific section or sections of this Indenture in
connection with which such Default or Event of Default has occurred.

         Section 10.04 WAIVER OF STAY, EXTENSION OR USURY LAWS. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim, and will actively
resist any and all efforts to be compelled to 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 from paying all or any portion of the principal of and/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)
the Company 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.

         Section 10.05 MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST. If
the Company shall at any time act as its own Paying Agent with respect to any
series of Securities, it will, on or before each due date of the principal of
(and premium, if any) or interest on any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal (and premium, if any) or interest so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided and will promptly notify the Trustee of its action or
failure so to act.

Whenever the Company shall have one or more Paying Agents for any series of
Securities, it will, on or prior to each due date of the principal of (and
premium, if any) or interest on any Securities of that series, deposit with a
Paying Agent a sum sufficient to pay the principal (and premium, if any) or
interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its action
or failure to so act.

The Company will cause each Paying Agent for any series of Securities (other
than the Trustee) to execute and deliver to the Trustee an instrument in which
such Paying Agent shall agree with the Trustee, subject to the provisions of
this Section, that such Paying Agent will:

                  (1) hold all sums held by it for the payment of the
principal of (and premium, if any) or interest on Securities of that series in
trust for the benefit of the Persons entitled thereto until such sums shall be
paid to such Persons or otherwise disposed of as herein provided;

                  (2) give the Trustee notice of any default by the Company
(or any other obligor upon the Securities of that series) in the making of any
payment of principal (and premium, if any) or interest on the Securities of that
series; and




                                       57


                  (3) at any time during the continuance of any such default,
upon the written request of the Trustee, forthwith pay to the Trustee all sums
so held in trust by such Paying Agent.

The Company may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or by Company Order
direct any Paying Agent to pay, to the Trustee all sums held in trust by the
Company or such Paying Agent, such sums to be held by the Trustee upon the same
trusts as those upon which such sums were held by the Company or such Paying
Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying
Agent shall be released from all further liability with respect to such money.

Any money deposited with the Trustee or any Paying Agent, or then held by the
Company, in trust for the payment of the principal of (and premium, if any) or
interest on any Security of any series and remaining unclaimed for one year
after such principal (and premium, if any) or interest has become due and
payable shall, subject to any applicable escheat laws, be paid to the Company on
Company Request, or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee of such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in a
newspaper published in the English language, customarily published on each
Business Day and of general circulation in _________________, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.

         Section 10.06 WAIVER OF CERTAIN COVENANTS. The Company may omit in
any particular instance to comply with any term, provision or condition set
forth in Article 8, Article 10 (other than Sections __ or __) or any covenant
specified as contemplated under Section 3.01 with respect to the Securities of
any series if before the time for such compliance the Holders of not less than a
majority in principal amount of the Outstanding Securities of such series shall,
by Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such term, provision or condition, but no such
waiver shall extend to or affect such term, provision or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect.

                                   ARTICLE 11

                            REDEMPTION OF SECURITIES

         Section 11.01 APPLICABILITY OF ARTICLE. Securities of any series
which are redeemable before their Stated Maturity shall be redeemable in
accordance with their terms and (except as



                                       58


otherwise specified as contemplated by Section 3.01 for Securities of any
series) in accordance with this Article.

         Section 11.02 ELECTION TO REDEEM; NOTICE TO TRUSTEE. The election
of the Company to redeem any Securities shall be evidenced by a Board
Resolution. In case of any redemption at the election of the Company of less
than all the Securities of any series, the Company shall, at least 30 and not
more than 60 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date and of the principal amount of Securities of such series to be
redeemed. In the case of any redemption of Securities prior to the expiration of
any restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction.

         Section 11.03 SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED. If
less than all the Securities of any series are to be redeemed, the particular
Securities to be redeemed shall be selected prior to the giving of the
applicable notice of redemption to Holders by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, substantially
pro rata, by lot or by any other method as the Trustee considers fair and
appropriate and that complies with the requirements of the principal national
securities exchange, if any, on which such Securities are listed, and which may
provide for the selection for redemption of portions (equal to the minimum
authorized denomination for Securities of that series or any integral multiple
thereof) of the principal amount of Securities of such series of a denomination
larger than the minimum authorized denomination for Securities of that series;
provided that in case the Securities of such series have different terms and
maturities, the Securities to be redeemed shall be selected by the Company and
the Company shall give notice thereof to the Trustee.

The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.

For all purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of the Securities shall relate, in the
case of any Securities redeemed or to be redeemed only in part, to the portion
of the principal amount of such Securities which has been or is to be redeemed.

         Section 11.04 NOTICE OF REDEMPTION. Notice of redemption shall be
given by first-class mail, postage prepaid, mailed not less than 30 nor more
than 45 days prior to the Redemption Date, to each Holder of Securities to be
redeemed, at his address appearing in the Security Register.

         All notices of redemption shall state:

                  (1) the Redemption Date;

                  (2) the Redemption Price;




                                       59


                  (3) if less than all the Outstanding Securities of any
series are to be redeemed, the identification (and, in the case of partial
redemption, the principal amounts) of the particular Securities to be redeemed;

                  (4) that on the Redemption Date the Redemption Price will
become due and payable upon each such Security to be redeemed and, if
applicable, that interest thereon will cease to accrue on and after said date;

                  (5) the place or places where such Securities are to be
surrendered for payment of the Redemption Price;

                  (6) that the redemption is for a sinking fund, if such is the
case; and

                  (7) the CUSIP number, if any, of the Securities to be
redeemed.

Notice of redemption of Securities to be redeemed at the election of the Company
shall be given by the Company or, at the Company's request, by the Trustee in
the name and at the expense of the Company.

         Section 11.05 DEPOSIT OF REDEMPTION PRICE. On or prior to any
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 10.05) an amount of money sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on, all the Securities which are to be redeemed
on that date.

Unless any Security by its terms prohibits any sinking fund payment obligation
from being satisfied by delivering and crediting Securities (including
Securities redeemed otherwise than through a sinking fund), the Company may
deliver such Securities to the Trustee for crediting against such payment
obligation in accordance with the terms of such Securities and this Indenture.

         Section 11.06 SECURITIES PAYABLE ON REDEMPTION DATE. Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest. Upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be paid by the
Company at the Redemption Price, together with accrued interest to the
Redemption Date; provided, however, that installments of interest whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such at
the close of business on the relevant Regular or Special Record Dates according
to their terms and the provisions of Section 3.07.




                                       60


If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal (and premium, if any) shall, until paid,
bear interest from the Redemption Date at the rate prescribed therefor in the
Security.

         Section 11.07 SECURITIES REDEEMED IN PART. Any Security which is to
be redeemed only in part shall be surrendered at an office or agency of the
Company at a Place of Payment therefor (with, if the Company or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or his attorney duly authorized in writing), 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 the same series and
Stated Maturity, of any authorized denomination as requested by such Holder, in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Security so surrendered.

                                   ARTICLE 12

                                  SINKING FUNDS

         Section 12.01 APPLICABILITY OF ARTICLE. The provisions of this
Article shall be applicable to any sinking fund for the retirement of Securities
of a series, except as otherwise specified as contemplated by Section 3.01 for
Securities of such series.

The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "MANDATORY SINKING FUND
PAYMENT," and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "OPTIONAL SINKING
FUND PAYMENT." If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 12.02. Each sinking fund payment shall be applied to the redemption
of Securities of any series as provided for by the terms of Securities of such
series.

         Section 12.02 SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.
The Company (1) may deliver Securities of a series (other than any Securities
previously called for redemption) and (2) may apply as a credit Securities of a
series which have been redeemed either at the election of the Company pursuant
to the terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to the
Securities of such series required to be made pursuant to the terms of such
Securities as provided for by the terms of such series; provided that such
Securities have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.

         Section 12.03 REDEMPTION OF SECURITIES FOR SINKING FUND. Not less
than 45 days (or such shorter period reasonably acceptable to the Trustee) prior
to each sinking fund payment date for any series of Securities, the Company will
deliver to the Trustee an Officers' Certificate specifying the amount of the
next ensuing sinking fund payment for that series pursuant to the



                                       61


terms of that series, the portion thereof, if any, which is to be satisfied by
payment of cash and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities of that series pursuant to Section 12.02 and
will also deliver to the Trustee any Securities to be so delivered (which have
not been previously delivered). Not less than 30 days before each such sinking
fund payment date the Trustee shall select the Securities to be redeemed upon
such sinking fund payment date in the manner specified in Section 11.03 and
cause notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 11.04. Such notice
having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Sections 11.06 and 11.07.

                                   ARTICLE 13

                       DEFEASANCE AND COVENANT DEFEASANCE

         Section 13.01 APPLICABILITY OF ARTICLE; COMPANY'S OPTION TO EFFECT
DEFEASANCE OR COVENANT DEFEASANCE. Unless as otherwise specified as contemplated
by Section 3.01 for Securities of such series, provision is made for the
inapplicability of, in whole or in part, or any modification to, either or both
of (a) defeasance of the Securities of a series under Section 13.02 or (b)
covenant defeasance of the Securities of a series under Section 13.03, then the
provisions of such Section or Sections, as the case may be, together with the
other provisions of this Article, shall be applicable to the Securities of such
series and the Company may at its option by Board Resolution, at any time, with
respect to the Securities of such series elect to have either Section 13.02
(unless inapplicable) or Section 13.03 (unless inapplicable) be applied to the
Outstanding Securities of such series upon compliance with the applicable
conditions set forth below in this Article.

         Section 13.02 DEFEASANCE AND DISCHARGE. Upon the Company's exercise
of the option provided in Section 13.01 to defease the Outstanding Securities of
a particular series, the Company shall be discharged from its obligations with
respect to the Outstanding Securities of such series on the date the applicable
conditions set forth in Section 13.04 are satisfied (hereinafter, "DEFEASANCE").
Defeasance shall mean that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by the Outstanding Securities of
such series and to have satisfied all its other obligations under such
Securities and this Indenture insofar as such Securities are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same); provided, however, that the following rights,
obligations, powers, trusts, duties and immunities shall survive until otherwise
terminated or discharged hereunder: (A) the rights of Holders of Outstanding
Securities of such series to receive, solely from the trust fund provided for in
Section 13.04, payments in respect of the principal of (and 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 3.04, 3.05, 3.06,
10.02 and 10.05, (C) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and (D) this Article. Subject to compliance with this Article,
the Company may exercise its option with respect to defeasance under this
Section 13.02 notwithstanding the prior exercise of its option with respect to
covenant defeasance under Section 13.03 in regard to the Securities of such
series.




                                       62


         Section 13.03 COVENANT DEFEASANCE. Upon the Company's exercise of
the option provided in Section 13.01 to obtain a covenant defeasance with
respect to the Outstanding Securities of a particular series, the Company shall
be released from its obligations under this Indenture and any applicable
supplemental indenture (except its obligations under Sections 3.04, 3.05, 3.06,
5.06, 5.09, 6.10, 10.01, 10.02, 10.03, 10.04 and 10.05) with respect to the
Outstanding Securities of such series on and after the date the applicable
conditions set forth in Section 13.04 are satisfied (hereinafter, "COVENANT
DEFEASANCE"). Covenant defeasance shall mean that, with respect to the
Outstanding Securities of such series, the Company may omit to comply with and
shall have no liability in respect of any term, condition or limitation set
forth in this Indenture and any applicable supplemental indenture (except its
obligations under Sections 3.04, 3.05, 3.06, 5.06, 5.09, 6.10, 10.01, 10.02,
10.03, 10.04 and 10.05), whether directly or indirectly by reason of any
reference elsewhere herein or by reason of any reference to any other provision
herein or in any other document, and such omission to comply shall not
constitute an Event of Default under Section 5.01(4) or any such supplemental
indenture with respect to Outstanding Securities of such series, and the
remainder of this Indenture and of the Securities of such series shall be
unaffected thereby.

         Section 13.04 CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE. The
following shall be the conditions to defeasance under Section 13.02 and covenant
defeasance under Section 13.03 with respect to the Outstanding Securities of a
particular series:

                  (1) The Company shall irrevocably have deposited or
caused to be deposited with the Trustee (or another trustee satisfying the
requirements of Section 6.09 who shall agree to comply with the provisions of
this Article applicable to it), under the terms of an irrevocable trust
agreement in form and substance reasonably satisfactory to such Trustee, 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) money 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 the
due date of any payment, money in an amount, or (C) a combination thereof, in
each case sufficient, after payment of all federal, state and local taxes or
other charges or assessments in respect thereof payable by the Trustee, 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 Trustee (or other qualifying
trustee) to pay and discharge, (i) the principal of (and premium, if any, on)
and each installment of principal of (and premium, if any) and interest on the
Outstanding Securities of such series on the Stated Maturity of such principal
or installment of principal or interest and (ii) any mandatory sinking fund
payments or analogous payments applicable to the Outstanding Securities of such
series on the day on which such payments are due and payable in accordance with
the terms of this Indenture and of such Securities.

                  (2) No Default or Event of Default with respect to the
Securities of such series shall have occurred and be continuing on the date of
such deposit or shall occur as a result of such deposit.



                                       63


                  (3) Such deposit, defeasance or covenant defeasance shall
not result in a breach or violation of, or constitute a default under, any other
material debt agreement or instrument to which the Company is a party or by
which it is bound.

                  (4) In the case of an election with respect to Section
13.02, the Company shall have delivered to the Trustee either (a) a ruling
directed to the Trustee received from the Internal Revenue Service to the effect
that the Holders of the Outstanding Securities of such series will not recognize
income, gain or loss for federal income tax purposes as a result of such
defeasance and will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such defeasance
had not occurred or (B) an Opinion of Counsel, based on such ruling or on a
change in the applicable federal income tax law since the date of this
Indenture, in either case to the effect that, and based thereon such opinion
shall confirm that, the Holders of the Outstanding Securities of such series
will not recognize income, gain or loss for federal income tax purposes as a
result of such defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such defeasance had not occurred.

                  (5) In the case of an election with respect to Section
13.03, the Company shall have delivered to the Trustee an Opinion of Counsel or
a ruling directed to the Trustee received from the Internal Revenue Service to
the effect that the Holders of the Outstanding Securities of such series 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.

                  (6) Such defeasance or covenant defeasance shall be
effected in compliance with any additional terms, conditions or limitations
which may be imposed on the Company in connection therewith pursuant to Section
3.01.

                  (7) The Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for relating to either the defeasance under
Section 13.02 or the covenant defeasance under Section 13.03 (as the case may
be) have been complied with.

         Section 13.05 DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD
IN TRUST. Subject to the provisions of the last paragraph of Section 10.05, all
money and Government Obligations (including the proceeds thereof) deposited with
the Trustee (or other qualifying trustee, collectively for purposes of this
Section 13.05, the "TRUSTEE") pursuant to Section 13.04 in respect of the
Outstanding Securities of a particular series shall be held in trust and applied
by the Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own 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 (and premium, if any) and interest, but such
money need not be segregated from other funds except to the extent required by
law.




                                       64


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 13.04 or the principal and interest received in respect
thereof, other than any such tax, fee or other charge which by law is for the
account of the Holders of the Outstanding Securities of such series.

Anything in this Article to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon Company Request any money
or Government Obligations held by it as provided in Section 13.04 with respect
to Securities of any series which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, are in excess of the amount thereof which
would then be required to be deposited for the purpose for which such money or
Government Obligations were deposited.

         Section 13.06 REINSTATEMENT. If the Trustee or the Paying Agent is
unable to apply any money or U.S. Government Obligations, as the case may be, in
accordance with this Article with respect to any Securities by reason of any
order or judgment of court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 13.02 or 13.03 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money or U.S. Government Obligations, as the case may be, held in trust
pursuant to Section 13.05 with respect to such Securities in accordance with
this Article; provided, however, that if the Company makes any payment of
principal of or any premium or interest on any such Security following such
reinstatement of its obligations, the Company shall be subrogated to the rights
(if any) of the Holders of such Securities to receive such payment from the
money or U.S. Government Obligations, as the case may be, so held in trust.

                                   ARTICLE 14

                                   GUARANTEES

         Section 14.01 GUARANTEE. Any series of Securities may be guaranteed
by one or more of the Guarantors. The terms and the form of any such Guarantee
will be established in the manner contemplated by Section 3.01 for that
particular series of Securities.




                                       65



         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, all as of the day and year first above written.

                                REGENT BROADCASTING, INC.


                                By: _______________________________________
                                    Name: _________________________________
                                    Title:___________________________________

Attest:

- ----------------------
Name:_________________
Title:__________________


                                [-------------------]
                                as Trustee


                                By: ________________________________________
                                    Name: __________________________________
                                    Title:____________________________________

Attest:

- ------------------------
Name: __________________
Title: ____________________


                                [GUARANTOR]


                                By: __________________________________
                                Name: ________________________________
                                Title: _________________________________


Attest: ______________________
Name: ______________________
Title: _______________________




                                       66

EX-4.38

EXHIBIT 4.38







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


                            REGENT BROADCASTING, INC.

                                       AND



                           ________________________.

                                     TRUSTEE





                       FORM OF SUBORDINATED DEBT INDENTURE


                    GUARANTEED TO THE EXTENT SET FORTH HEREIN
                         BY THE GUARANTORS NAMED HEREIN


                         DATED AS OF ____________, 200_








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






                            REGENT BROADCASTING, INC.

           Reconciliation and tie between Trust Indenture Act of 1939
                 and Indenture, dated as of ______________, 200_


         TRUST INDENTURE ACT SECTION               INDENTURE SECTION
                     310(a)(1)                       6.09
                        (a)(2)                       6.09
                        (a)(3)                       Not Applicable
                        (a)(4)                       Not Applicable
                        (b)                          6.08, 6.10
                     311(a)                          6.13
                        (b)                          6.13
                        (b)(2)                       7.03(a), 7.03(b)
                     312(a)                          7.01, 7.02(a)
                        (b)                          7.02(b)
                        (c)                          7.02(c)
                     313(a)                          7.03(a)
                        (b)                          7.03(a)
                        (c)                          7.03(a), 7.03(b)
                        (d)                          7.03(b)
                     314(a)                          7.04
                        (b)                          Not Applicable
                        (c)(1)                       1.02
                        (c)(2)                       1.02
                        (c)(3)                       Not Applicable
                        (d)                          Not Applicable
                        (e)                          1.02
                     315(a)                          6.01(a)
                        (b)                          6.02, 7.03(a)
                        (c)                          6.01(b)
                        (d)                          6.01(c)
                        (d)(1)                       6.01(a), 6.01(c)
                        (d)(2)                       6.01(c)
                        (d)(3)                       6.01(c)
                        (e)                          5.14
                     316(a)(1)(A)                    5.12
                        (a)(1)(B)                    5.02, 5.13
                        (a)(2)                       Not Applicable
                        (b)                          5.08
                        (c)                          1.04(e)
                     317(a)(1)                       5.03
                        (a)(2)                       5.04
                        (b)                          10.05
                     318(a)                          1.07









                                TABLE OF CONTENTS


                                                                                                               PAGE
                                                                                                               ----
                                                                                                             
ARTICLE 1      DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION............................................1

   Section 1.01     Definitions...................................................................................1
   Section 1.02     Compliance Certificates and Opinions..........................................................8
   Section 1.03     Form of Documents Delivered to Trustee........................................................9
   Section 1.04     Acts of Holders..............................................................................10
   Section 1.05     Notices, Etc., to Trustee and Company........................................................11
   Section 1.06     Notice to Holders; Waiver....................................................................12
   Section 1.07     Conflict with Trust Indenture Act............................................................12
   Section 1.08     Effect of Headings and Table of Contents.....................................................12
   Section 1.09     Successors and Assigns.......................................................................12
   Section 1.10     Separability Clause..........................................................................12
   Section 1.11     Benefits of Indenture........................................................................13
   Section 1.12     Governing Law................................................................................13
   Section 1.13     Legal Holidays...............................................................................13
   Section 1.14     No Recourse Against Others...................................................................13
   Section 1.15     Judgment Currency............................................................................13
   Section 1.16     Counterparts.................................................................................14

ARTICLE 2      SECURITY FORMS....................................................................................14

   Section 2.01     Forms Generally..............................................................................14
   Section 2.02     Form of Face of Security.....................................................................14
   Section 2.03     Form of Reverse of Security..................................................................16
   Section 2.04     Form of Trustee's Certificate of Authentication..............................................21
   Section 2.05     Securities in Global Form....................................................................21
   Section 2.06     Form of Legend for the Securities in Global Form.............................................22

ARTICLE 3      THE SECURITIES....................................................................................22

   Section 3.01     Amount Unlimited; Issuable in Series.........................................................22
   Section 3.02     Denominations................................................................................25
   Section 3.03     Execution, Authentication, Delivery and Dating...............................................26
   Section 3.04     Temporary Securities.........................................................................27
   Section 3.05     Registration, Registration of Transfer and Exchange..........................................28
   Section 3.06     Mutilated, Destroyed, Lost and Stolen Securities.............................................30
   Section 3.07     Payment of Interest; Interest Rights Preserved...............................................31
   Section 3.08     Persons Deemed Owners........................................................................32
   Section 3.09     Cancellation.................................................................................33
   Section 3.10     Computation of Interest......................................................................33
   Section 3.11     CUSIP Number.................................................................................33
   Section 3.12     Wire Transfers...............................................................................33




                                       ii






                                                                                                             

ARTICLE 4      SATISFACTION AND DISCHARGE........................................................................33

   Section 4.01     Satisfaction and Discharge of Indenture......................................................33
   Section 4.02     Application of Trust Money...................................................................34
   Section 4.03     Application to a Specific Series of Securities...............................................35

ARTICLE 5      REMEDIES..........................................................................................35

   Section 5.01     Events of Default............................................................................35
   Section 5.02     Acceleration of Maturity; Rescission and Annulment...........................................37
   Section 5.03     Collection of Indebtedness and Suits for Enforcement by......................................37
   Section 5.04     Trustee May File Proofs of Claim.............................................................38
   Section 5.05     Trustee May Enforce Claims Without Possession of Securities..................................39
   Section 5.06     Application of Money Collected...............................................................39
   Section 5.07     Limitation on Suits..........................................................................40
   Section 5.08     Unconditional Right of Holders to Receive Principal, Premium and Interest....................40
   Section 5.09     Restoration of Rights and Remedies...........................................................40
   Section 5.10     Rights and Remedies Cumulative...............................................................41
   Section 5.11     Delay or Omission Not Waiver.................................................................41
   Section 5.12     Control by Holders...........................................................................41
   Section 5.13     Waiver of Past Defaults......................................................................41
   Section 5.14     Undertaking for Costs........................................................................42

ARTICLE 6      THE TRUSTEE.......................................................................................42

   Section 6.01     Certain Duties and Responsibilities of the Trustee...........................................42
   Section 6.02     Notice of Defaults...........................................................................42
   Section 6.03     Certain Rights of Trustee....................................................................43
   Section 6.04     Not Responsible for Recitals or Issuance of Securities.......................................44
   Section 6.05     May Hold Securities..........................................................................44
   Section 6.06     Money Held in Trust..........................................................................44
   Section 6.07     Compensation and Reimbursement...............................................................44
   Section 6.08     Disqualification; Conflicting Interests......................................................45
   Section 6.09     Corporate Trustee Required; Eligibility......................................................45
   Section 6.10     Resignation and Removal; Appointment of Successor............................................45
   Section 6.11     Acceptance of Appointment by Successor.......................................................47
   Section 6.12     Merger, Conversion, Consolidation or Succession to Business..................................48
   Section 6.13     Preferential Collection of Claims Against Company............................................48
   Section 6.14     Appointment of Authenticating Agent..........................................................48
   Section 6.15     Compliance with Tax Laws.....................................................................50

ARTICLE 7      HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY.................................................50

   Section 7.01     Company to Furnish Trustee Names and Addresses of Holders....................................50
   Section 7.02     Preservation of Information; Communications to Holders.......................................50
   Section 7.03     Reports by Trustee...........................................................................51
   Section 7.04     Reports by Company...........................................................................52




                                      iii







                                                                                                             
ARTICLE 8      CONSOLIDATION, MERGER, LEASE, SALE OR TRANSFER....................................................53

   Section 8.01     When Company May Merge, Etc..................................................................53
   Section 8.02     Opinion of Counsel...........................................................................53
   Section 8.03     Successor Corporation Substituted............................................................53

ARTICLE 9      SUPPLEMENTAL INDENTURES...........................................................................54

   Section 9.01     Supplemental Indentures Without Consent of Holders...........................................54
   Section 9.02     Supplemental Indentures with Consent of Holders..............................................55
   Section 9.03     Execution of Supplemental Indentures.........................................................56
   Section 9.04     Effect of Supplemental Indentures............................................................56
   Section 9.05     Conformity with Trust Indenture Act..........................................................56
   Section 9.06     Reference in Securities to Supplemental Indentures...........................................56
   Section 9.07     Subordination Unimpaired.....................................................................57

ARTICLE 10        COVENANTS......................................................................................57

   Section 10.01    Payments of Securities.......................................................................57
   Section 10.02    Maintenance of Office or Agency..............................................................57
   Section 10.03    Compliance Certificates......................................................................57
   Section 10.04    Waiver of Stay, Extension or Usury Laws......................................................58
   Section 10.05    Money for Securities Payments to Be Held in Trust............................................58
   Section 10.06    Waiver of Certain Covenants..................................................................59

ARTICLE 11        REDEMPTION OF SECURITIES.......................................................................60

   Section 11.01    Applicability of Article.....................................................................60
   Section 11.02    Election to Redeem; Notice to Trustee........................................................60
   Section 11.03    Selection by Trustee of Securities to Be Redeemed............................................60
   Section 11.04    Notice of Redemption.........................................................................60
   Section 11.05    Deposit of Redemption Price..................................................................61
   Section 11.06    Securities Payable on Redemption Date........................................................61
   Section 11.07    Securities Redeemed in Part..................................................................62

ARTICLE 12        SINKING FUNDS..................................................................................62

   Section 12.01    Applicability of Article.....................................................................62
   Section 12.02    Satisfaction of Sinking Fund Payments with Securities........................................62
   Section 12.03    Redemption of Securities for Sinking Fund....................................................63

ARTICLE 13        DEFEASANCE AND COVENANT DEFEASANCE.............................................................63

   Section 13.01    Applicability of Article; Company's Option to Effect Defeasance or Covenant Defeasance ......63
   Section 13.02    Defeasance and Discharge.....................................................................63
   Section 13.03    Covenant Defeasance..........................................................................64
   Section 13.04    Conditions to Defeasance or Covenant Defeasance..............................................64



                                       iv






                                                                                                             

   Section 13.05    Deposited Money and Government Obligations To Be Held in Trust...............................65
   Section 13.06    Reinstatement................................................................................66

ARTICLE 14        SUBORDINATION..................................................................................66

   Section 14.01    Securities Subordinated to Senior Debt.......................................................66
   Section 14.02    Payment over of Proceeds upon Dissolution, Etc...............................................66
   Section 14.03    No Payment When Senior Debt in Default.......................................................67
   Section 14.04    Payment Permitted If No Default..............................................................68
   Section 14.05    Subrogation to Rights of Holders of Senior Debt..............................................68
   Section 14.06    Provisions Solely to Define Relative Rights..................................................69
   Section 14.07    Trustee to Effectuate Subordination..........................................................69
   Section 14.08    No Waiver of Subordination Provisions........................................................69
   Section 14.09    Notice to Trustee............................................................................69
   Section 14.10    Reliance on Judicial Order or Certificate of Liquidating Agent...............................70
   Section 14.11    Trustee Not Fiduciary for Holders of Senior Debt.............................................70
   Section 14.12    Rights of Trustee as Holder of Senior Debt; Preservation of Trustee's Rights.................71
   Section 14.13    Article Applicable to Paying Agents..........................................................71

ARTICLE 15        GUARANTEES.....................................................................................71

   Section 15.01    Guarantee....................................................................................71




                                       v



         INDENTURE, dated as of ________________, 200_, between REGENT
BROADCASTING, INC., a Delaware corporation (herein called the "COMPANY"), the
GUARANTORS listed on Schedule 1 hereto (herein called the "GUARANTORS") and
________________, a ______________ trust company, as Trustee (herein called the
"TRUSTEE").

                             RECITALS OF THE COMPANY

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its senior unsecured
debentures, notes or other evidences of indebtedness (herein called the
"SECURITIES"), to be issued in one or more series as in this Indenture provided.

         All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and ratable benefit of the Holders of the Securities, as follows:

                                    ARTICLE 1

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         Section 1.01 DEFINITIONS. For all purposes of this Indenture,
except as otherwise expressly provided or unless the context otherwise requires:

                  (1) the terms defined in this Article have the meanings
assigned to them in this Article and include the plural as well as the singular;

                  (2) all other terms used herein which are defined in the
Trust Indenture Act, either directly or by reference therein, or defined by
Commission rule and not otherwise defined herein, have the meanings assigned to
them therein;

                  (3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with GAAP;

                  (4) the word "INCLUDING" (and with correlative meaning
"INCLUDE") means including, without limiting the generality of, any description
preceding such term; and

                  (5) the words "HEREIN," "HEREOF" and "HEREUNDER" and
other words of similar import refer to this Indenture as a whole and not to any
particular Article, Section or other subdivision.


         "ACT" when used with respect to any Holder, has the meaning specified
in Section 1.04.

         "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 purposes of this definition, "CONTROL"
(including, with correlative meanings, the terms "CONTROLLING," "CONTROLLED BY"
and "UNDER COMMON CONTROL WITH"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" shall have correlative meanings.

         "AUTHENTICATING AGENT" means any Person authorized by the Trustee to
act on behalf of the Trustee to authenticate Securities.

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

         "BOARD OF DIRECTORS" means the board of directors of the Company;
provided, however, that when the context refers to actions or resolutions of the
Board of Directors, then the term "BOARD OF DIRECTORS" shall also mean any duly
authorized committee of the Board of Directors of the Company authorized to act
with respect to any particular matter to exercise the power of the Board of
Directors of the Company.

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

         "BUSINESS DAY" when used with respect to any Place of Payment or any
other particular location referred to in this Indenture or in the Securities of
any series, means each Monday, Tuesday, Wednesday, Thursday and Friday which is
not a day on which banking institutions in that Place of Payment are authorized
or obligated by law or regulation to close.

         "CAPITAL STOCK" means, with respect to any Person, any and all shares,
interests, participations, warrants, rights, options or other equivalents
(however designated) of capital stock or any other equity interest of such
Person, including each class of common stock and preferred stock.

         "COMMISSION" means the Securities and Exchange Commission, as from time
to time constituted, created under the Exchange Act, or, if at any time after
the execution of this instrument such Commission is not existing and performing
the duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

         "COMPANY" means the Person named as the "Company" in the first
paragraph of this Indenture until a successor corporation or other entity shall
have become such pursuant to the




                                        2


applicable provisions of this Indenture, and thereafter "Company" shall mean
such successor corporation.

         "COMPANY REQUEST" or "COMPANY ORDER" means a written request or order
signed in the name of the Company by any two Officers, at least one of whom must
be its Chairman of the Board, its Chief Executive Officer, its President, its
Chief Financial Officer, its Chief Accounting Officer, its Treasurer, an
Assistant Treasurer or its Controller, and delivered to the Trustee.

         "CORPORATE TRUST OFFICE" means the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered, which office at the date hereof is located at __________________.

         "COVENANT DEFEASANCE" has the meaning specified in Section 13.03.

         "CURRENCY UNIT" or "CURRENCY UNITS" shall mean any composite currency.

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

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

         "DEFAULTED INTEREST" has the meaning specified in Section 3.07.

         "DEFEASANCE" has the meaning specified in Section 13.02.

         "DEPOSITARY" means, with respect to the Securities of any series
issuable or issued in whole or in part in the form of one or more global
Securities, the Person designated as Depositary by the Company pursuant to
Section 3.01 until a successor Depositary shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Depositary" shall mean
or include each Person who is then a Depositary hereunder, and if at any time
there is more than one such Person, "Depositary" shall mean the Depositary with
respect to the Securities of that series.

         "DOLLARS" and "$" means lawful money of the United States of America.

         "EVENT OF DEFAULT" has the meaning specified in Section 5.01.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
from time to time, and the rules and regulations promulgated thereunder.

         "GAAP" means such accounting principles as are generally accepted in
the United States of America which are in effect on the date hereof.




                                       3



         "GUARANTEE" means the guarantee by any Guarantor of the obligations
under this Indenture.

         "HOLDER" or "SECURITYHOLDER" means a Person in whose name a Security is
registered in the Security Register.

         "INDEBTEDNESS" means, with respect to any Person (without duplication
for indebtedness or other obligations of such Person), any indebtedness of such
Person for money borrowed, whether incurred, assumed or guaranteed, and
including obligations under capitalized leases.

         "INDENTURE" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of particular series of Securities established as
contemplated hereunder.

         "INTEREST" when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity.

         "INTEREST PAYMENT DATE" when used with respect to any Security, means
the Stated Maturity of an installment of interest on such Security.

         "JUDGMENT CURRENCY" has the meaning specified in Section 1.15.

         "MATURITY" when used with respect to any Security, means the date on
which the principal of such Security or an installment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

         "__________ BANKING DAY" has the meaning specified in Section 1.15.

         "OFFICER" means, with respect to any Person, the Chairman of the Board,
the Chief Executive Officer, the President, the Chief Operating Officer, any
Vice President, the Chief Financial Officer, the Chief Accounting Officer, the
Treasurer, any Assistant Treasurer, the Controller, any Assistant Controller,
the Secretary or any Assistant Secretary of such Person.

         "OFFICERS' CERTIFICATE" means a certificate signed by any two Officers
of the Company, at least one of whom must be its Chief Executive Officer, its
President, its Chief Financial Officer, its Chief Accounting Officer, its
Treasurer or its Controller, and delivered to the Trustee.

         "OPINION OF COUNSEL" means a written opinion of counsel, who may be an
employee of or counsel for the Company, and who shall be reasonably acceptable
to the Trustee.

         "ORIGINAL ISSUE DISCOUNT SECURITY" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 5.02.




                                       4


         "OUTSTANDING" when used with respect to Securities or Securities of any
series, means, as of the date of determination, all such Securities theretofore
authenticated and delivered under this Indenture, except:

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

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

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

                  (iv) Securities which have been defeased pursuant to Section
13.02;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, or whether
sufficient funds are available for redemption or for any other purpose and for
the purpose of making the calculations required by Section 313 of the Trust
Indenture Act, (a) the principal amount of any Original Issue Discount Security
that shall be deemed to be Outstanding for such purposes shall be that portion
of the principal amount thereof that could be declared to be due and payable
upon the occurrence of an Event of Default and the continuation thereof pursuant
to the terms of such Original Issue Discount Security as of the date of such
determination, (b) the principal amount of a Security denominated in one or more
foreign currencies or currency units shall be the dollar equivalent, determined
in the manner provided as contemplated by Section 3.01 on the date of original
issuance of such Security, of the principal amount (or, in the case of an
Original Issue Discount Security, the dollar equivalent on the date of original
issuance of such Security of the amount determined as provided in (a) above) of
such Security, and (c) Securities owned by the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which the
Trustee knows to be so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.



                                       5


         "PAYING AGENT" means any Person authorized by the Company to pay the
principal of, premium, if any, or interest on any Securities on behalf of the
Company. The Company may act as Paying Agent with respect to any Securities
issued hereunder.

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

         "PLACE OF PAYMENT" when used with respect to the Securities of any
series, means the place or places where the principal of (and premium, if any)
and interest on the Securities of that series are payable as specified as
contemplated by Section 3.01.

         "PREDECESSOR SECURITY" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.06 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

         "PROCEEDING" has the meaning specified in Section 14.02.

         "REDEMPTION DATE" when used with respect to any Security of any series
to be redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

         "REDEMPTION PRICE" when used with respect to any Security of any series
to be redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

         "REGISTERED SECURITY" means any Security issued hereunder and
registered in the Security Register.

         "REGULAR RECORD DATE" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 3.01.

         "REQUIRED CURRENCY" has the meaning specified in Section 1.15.

         "RESPONSIBLE OFFICER" when used with respect to the Trustee, means any
officer of the Trustee assigned to administer corporate trust matters and also
means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of his or her knowledge of and familiarity
with the particular subject.

         "SECURITIES" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.

         "SECURITIES PAYMENT" has the meaning specified in Section 14.02.




                                       6


         "SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective
meanings specified in Section 3.05.

         "SENIOR DEBT" means the principal of and premium, if any and interest
on the following, whether outstanding at the date of execution of this Indenture
or thereafter incurred or created:

         (a) indebtedness of a Person for money borrowed, or evidenced by a note
or similar instrument or written agreement given in connection with the
acquisition of any businesses, properties or assets, including securities,

         (b) indebtedness of a Person to banks or financial institutions
evidenced by notes or other written obligations,

         (c) indebtedness of a Person evidenced by notes, debentures, bonds or
other securities issued under the provisions of an indenture or similar
instrument,

         (d) indebtedness of others of the kinds described in the preceding
clauses (a), (b) and (c) that such Person has assumed, guaranteed or otherwise
assured the payment thereof, directly or indirectly, and

         (e) deferrals, renewals, extensions and refundings of, or bonds,
debentures, notes or other evidences of indebtedness issued in exchange for, the
indebtedness described in the preceding clauses (a) through (d) whether or not
there is any notice to or consent of the holders of Securities; except (i)
indebtedness and advances among the Company and its direct and indirect
subsidiaries and (ii) any particular indebtedness, deferral, renewal, extension
or refunding, if it is expressly stated in the governing terms, or in the
assumption or guarantee, thereof that the indebtedness involved is not Senior
Debt.

This definition may be modified or superseded in a manner as contemplated by
Section 3.01.

         "SIGNIFICANT SUBSIDIARY" of a Person has the meaning ascribed to such
term in Rule 1.02(w) of Regulation S-X under the Securities Act of 1933, as
amended.

         "SPECIAL RECORD DATE" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.07.

         "STATED MATURITY" when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal of such Security or
such installment of principal or interest is due and payable.

         "SUBSIDIARY" means, with respect to any Person:

                  (1) any corporation, association or other business entity
of which more than 50% of the total voting power of shares of Capital Stock
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof




                                       7



is at the time owned or controlled, directly or indirectly, by such Person or
one or more of the other Subsidiaries of that Person (or a combination thereof);
and

                  (2) any partnership (a) the sole general partner or the
managing general partner of which is such Person or a Subsidiary of such Person
or (b) the only general partners of which are such Person or one or more
Subsidiaries of such Person (or any combination thereof).

         "TRUSTEE" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder, and
if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee with respect to
Securities of that series.

         "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, as
amended, as in force at the date as of which this Indenture was executed;
provided, however, that in the event that such Act is amended after such date,
"Trust Indenture Act" means, to the extent required by any such amendment, the
Trust Indenture Act of 1939 as so amended.

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

         "VICE PRESIDENT" when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "VICE PRESIDENT."

         "VOTING STOCK" of any Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

         Section 1.02 COMPLIANCE CERTIFICATES AND OPINIONS. Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such



                                       8


conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

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

                  (a) a statement that each individual signing such
certificate or opinion has read such covenant or condition and the definitions
herein relating thereto;

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

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

                  (d) a statement as to whether, in the opinion of each
such individual, such condition or covenant has been complied with.

         Section 1.03 FORM OF DOCUMENTS DELIVERED TO TRUSTEE. In any case
where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified
by, or covered by the opinion of, only one such Person, or that they be so
certified or covered by only one document, but one such Person may certify or
give an opinion with respect to some matters and one or more other such Persons
as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents.

Any certificate or opinion of an Officer may be based, insofar as it relates to
legal matters, upon a certificate or opinion of, or representations by, counsel,
unless such Officer actually knows that the certificate or opinion or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate or Opinion of Counsel may
be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an Officer or Officers of the Company stating
that the information with respect to such factual matters is in the possession
of the Company, unless such counsel actually knows that the certificate or
opinion or representations with respect to such matters are erroneous.

Any certificate, statement or opinion of an Officer of the Company or of counsel
may be based, insofar as it relates to accounting matters, upon a certificate or
opinion of or representations by an accountant or firm of accountants in the
employ of the Company, unless such Officer or counsel, as the case may be,
actually knows that the certificate or opinion or representations with respect
to the accounting matters upon which his or her certificate, statement or
opinion is based are erroneous.




                                       9


Where any Person is required to make, give or execute two or more applications,
requests, consents, certificates, statements, opinions or other instruments
under this Indenture, they may, but need not, be consolidated and form one
instrument.

         Section 1.04 ACTS OF HOLDERS.

                  (a) Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given
or taken by Holders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Holders in person or by agents
duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "ACT" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 6.01) conclusive in favor of
the Trustee and the Company, if made in the manner provided in this Section.

                  (b) The fact and date of the execution by any Person of
any such instrument or writing may be proved by the affidavit of a witness of
such execution or by a certificate of a notary public or other officer
authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to him the execution
thereof. Where such execution is by a signer acting in a capacity other than his
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority. The fact and date of the execution of any
such instrument or writing, or the authority of the Person executing the same,
may also be proved in any other manner which the Trustee deems sufficient.

                  (c) The ownership of Registered Securities shall be
proved by the Security Register.

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

                  (e) If the Company shall solicit from the Holders any
request, demand, authorization, direction, notice, consent, waiver or other Act,
the Company may, at its option, by or pursuant to a Board Resolution, fix in
advance a record date for the determination of Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other Act,
but the Company shall have no obligation to do so, provided that the Company may
not set a record date for, and the provisions of this paragraph shall not apply
with respect to, the giving or making of any notice, declaration, request or
direction referred to in the immediately following paragraph. If such a record
date is fixed, such request, demand, authorization, direction, notice, consent,
waiver or other Act may be given before or after such record date, but




                                       10


only the Holders of record at the close of business on such record date shall be
deemed to be Holders for the purposes of determining whether Holders of the
requisite proportion of Outstanding Securities have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent,
waiver or other Act, and for that purpose the Outstanding Securities shall be
computed as of such record date; provided that no such authorization, agreement
or consent by the Holders on such record date shall be deemed effective unless
it shall become effective pursuant to the provisions of this Indenture not later
than six months after the record date.

                  (f) The Trustee shall set a record date, which shall not
be more than 15 days prior to the date of commencement of solicitation of such
action contemplated by this section 1.04(f), for the purpose of determining the
Holders of Securities of any series entitled to join in the giving or making of
(i) any Notice of Default, (ii) any declaration of acceleration referred to in
Section 5.02, (iii) any direction referred to in Section 5.12, (iv) any request
to institute proceedings referred to in Section 5.07(2) or (v) any waiver of
past defaults pursuant to Section 5.13, in each case with respect to Securities
of such series. If such a record date is fixed pursuant to this paragraph, the
relevant action may be taken or given before or after such record date, but only
the Holders of record at the close of business on such record date shall be
deemed to be holders of Securities of a series for the purpose of determining
whether Holders of the requisite proportion of Outstanding Securities of such
series have authorized or agreed or consented to such action, and for that
purpose the Outstanding Securities of such series shall be computed as of such
record date; provided that no such action by Holders on such record date shall
be deemed effective unless it shall become effective pursuant to the provisions
of this Indenture not later than six months after the record date. Nothing in
this paragraph shall be construed to prevent the Trustee from setting a new
record date for any action for which a record date has been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be canceled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Company's reasonable expense,
shall cause notice of such record date and the proposed action by Holders to be
given to the Company in writing and to each Holder of Securities of the relevant
series in the manner set forth in Section 1.06.

         Section 1.05 NOTICES, ETC., TO TRUSTEE AND COMPANY. Any request,
demand, authorization, direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,

                  (a) the Trustee by any Holder or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or filed in
writing and mailed first-class postage prepaid, to or with the Trustee at
______________________________________________; or

                  (b) the Company by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to the Company
addressed to it at Regent Broadcasting, Inc., Attention:



                                       11


Chief Financial Officer, or at any other address previously furnished in writing
to the Trustee by the Company.

         Section 1.06 NOTICE TO HOLDERS; WAIVER. Where this Indenture or
any Security provides for notice to Holders of any event, such notice shall be
deemed sufficiently given (unless otherwise herein or in such Security expressly
provided) if in writing and mailed, first- class postage prepaid, to each Holder
affected by such event, at his address as it appears in the Security Register,
not later than the latest date, and not earlier than the earliest date,
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders or the validity of the proceedings to which
such notice relates.

In case by reason of the suspension of regular mail service or by reason of any
other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.

Any request, demand, authorization, direction, notice, consent or waiver
required or permitted under this Indenture shall be in the English language,
except that any published notice may be in an official language of the country
of publication.

Where this Indenture or any Security provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

         Section 1.07 CONFLICT WITH TRUST INDENTURE ACT. If any provision
hereof limits, qualifies or conflicts with another provision hereof which is
required to be included or deemed included in this Indenture by any of the
provisions of the Trust Indenture Act, such required provision shall control. If
any provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, such provision of the Trust
Indenture Act shall be deemed to apply to this Indenture as so modified or shall
be excluded, as the case may be.

         Section 1.08 EFFECT OF HEADINGS AND TABLE OF CONTENTS. The Article
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.

         Section 1.09 SUCCESSORS AND ASSIGNS. All covenants and agreements
in this Indenture by the Company shall bind its successors and assigns, whether
so expressed or not.

         Section 1.10 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.




                                       12


         Section 1.11 BENEFITS OF INDENTURE. Nothing in this Indenture or
in the Securities, express or implied, shall give to any Person, other than the
parties hereto and their successors hereunder and the Holders and to the extent
specifically set forth herein the holder of Senior Debt, any benefit or any
legal or equitable right, remedy or claim under this Indenture.

         Section 1.12 GOVERNING LAW. This Indenture and the Securities shall be
governed by and construed in accordance with the laws (other than the choice of
law provisions) of the State of _________________.

         Section 1.13 LEGAL HOLIDAYS. In any case where any Interest
Payment Date, Redemption Date, sinking fund payment date, Stated Maturity or
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities
other than a provision in the Securities of any series which specifically states
that such provision shall apply in lieu of this Section) payment of interest or
principal (and premium, if any) need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day or on such other
day as may be set out in the Officers' Certificate pursuant to Section 3.01 at
such Place of Payment with the same force and effect as if made on the Interest
Payment Date, Redemption Date, sinking fund payment date, Stated Maturity or
Maturity, as the case may be, provided that no interest shall accrue on the
amount so payable for the period from and after such Interest Payment Date,
Redemption Date, sinking fund payment date, Stated Maturity or Maturity, as the
case may be, if payment is made on such next succeeding Business Day or other
day set out in such Officers' Certificate.

         Section 1.14 NO RECOURSE AGAINST OTHERS. A director, officer,
employee or stockholder, as such, of the Company or any Guarantor (other than a
stockholder which itself is the Company or a Guarantor of the Securities) shall
not have any liability for any obligations of the Company or any Guarantor under
the Securities or this Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. Each Securityholder, by accepting
a Security, waives and releases all such liability. Such waivers and releases
are part of the consideration for the issuance of the Securities.

         Section 1.15 JUDGMENT CURRENCY. The Company agrees, to the fullest
extent that it may effectively do so under applicable law, that (a) if for the
purpose of obtaining judgment in any court it is necessary to convert the sum
due in respect of the principal of, or premium or interest, if any, on the
Securities of any series (the "REQUIRED CURRENCY") into a currency in which a
judgment will be rendered (the "JUDGMENT CURRENCY"), the rate of exchange used
shall be the rate at which in accordance with normal banking procedures the
Trustee could purchase in __________________ the Required Currency with the
Judgment Currency on the ___________ Banking Day preceding that on which a final
unappealable judgment is given and (b) its obligations under this Indenture to
make payments in the Required Currency (i) shall not be discharged or satisfied
by any tender, or any recovery pursuant to any judgment (whether or not entered
in accordance with subsection (a)), in any currency other than the Required
Currency, except to the extent that such tender or recovery shall result in the
actual receipt, by the payee, of the full amount of the Required Currency
expressed to be payable in respect of such payments, (ii) shall be enforceable
as an alternative or additional cause of action for the purpose of recovering in
the Required Currency the amount, if any, by which such actual receipt shall
fall



                                       13


short of the full amount of the Required Currency so expressed to be payable and
(iii) shall not be affected by judgment being obtained for any other sum due
under this Indenture. For purposes of the foregoing, " _______ BANKING DAY"
means any day except a Saturday, Sunday or a legal holiday in __________or a day
on which banking institutions in _____________ are authorized or required by law
or executive order to close.

         Section 1.16 COUNTERPARTS. This instrument may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.

                                    ARTICLE 2

                                 SECURITY FORMS

         Section 2.01 FORMS GENERALLY. The Securities of each series shall
be in substantially the form set forth in this Article, or in such other form as
shall be established by or pursuant to a Board Resolution or in one or more
indentures supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the Officers executing such Securities,
as evidenced by their execution of the Securities. If the form of Securities of
any series is established by action taken pursuant to a Board Resolution, a copy
of an appropriate record of such action shall be certified by the Secretary or
an Assistant Secretary of the Company and delivered to the Trustee at or prior
to the delivery of the Company Order contemplated by Section 3.03 for the
authentication and delivery of such Securities.

         The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of
such Securities.

         Section 2.02 FORM OF FACE OF SECURITY.

                           REGENT BROADCASTING , INC.

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

No. _______                                                         [$]________

Regent Broadcasting, Inc., a corporation duly organized and existing under the
laws of Delaware (herein called the "COMPANY," which term includes any successor
corporation under the Indenture hereinafter referred to), for value received,
hereby promises to pay to _______________, or registered assigns, the principal
sum of _______________ [Dollars] on _______________ [if the Security is to bear
interest prior to Maturity, insert-- and to pay interest thereon from
_______________ or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually on _______________ and
_______________




                                       14


in each year [if other than semi-annual payments, insert frequency of payments
and payment dates], commencing _____________________, at [if the Security is to
bear interest at a fixed rate, insert -- the rate of _____% per annum], [if the
Security is to bear interest at a variable or floating rate and if determined
with reference to an index, refer to description of index below] until the
principal hereof is paid or made available for payment [if applicable insert--,
and (to the extent that the payment of such interest shall be legally
enforceable) at the rate of _____% per annum on any overdue principal and
premium and on any overdue installment of interest]. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the __________ or
__________ (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture].

[If the Securities are floating or adjustable rate securities with respect to
which the principal of or any premium or interest may be determined with
reference to an index, insert the text of the floating or adjustable rate
provision.]

[If the Security is not to bear interest prior to Maturity, insert-- The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal of this Security shall bear
interest at the rate of _____% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
default in payment to the date payment of such principal has been made or duly
provided for. Interest on any overdue principal shall be payable on demand. Any
such interest on any overdue principal that is not so paid on demand shall bear
interest at the rate of _____% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
demand for payment to the date payment of such interest has been made or duly
provided for, and such interest shall also be payable on demand.]

Payment of the principal of (and premium, if any) and [if applicable,
insert--any such] interest on this Security will be made at the office or agency
of the Company maintained for that purpose in _______________, in dollars [if
applicable, insert--; provided, however, that at the option of the Company,
payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register].

[If applicable, insert-- So long as all of the Securities of this series are
represented by Securities in global form, the principal of, premium, if any, and
interest, if any, on this global Security shall be paid in same day funds to the
Depositary, or to such name or entity as is requested by an




                                       15


authorized representative of the Depositary. If at any time the Securities of
this series are no longer represented by global Securities and are issued in
definitive certificated form, then the principal of, premium, if any, and
interest, if any, on each certificated Security at Maturity shall be paid in
same day funds to the Holder upon surrender of such certificated Security at the
Corporate Trust Office of the Trustee, or at such other place or places as may
be designated in or pursuant to the Indenture, provided that such certificated
Security is surrendered to the Trustee, or at such other place or places as may
be designated in or pursuant to the Indenture, provided that such certificated
Security is surrendered to the Trustee, acting as Paying Agent, in time for the
Paying Agent to make such payments in such funds in accordance with its normal
procedures. Payments of interest with respect to such certificated Securities
other than at Maturity may, at the option of the Company, be made by check
mailed to the address of the Person entitled thereto as it appears on the
Security Register on the relevant Regular or Special Record Date or by wire
transfer in same day funds to such account as may have been appropriately
designated to the Paying Agent by such Person in writing not later than such
relevant Regular or Special Record Date.]

Reference is hereby made to the further provisions of this Security set forth on
the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof by manual signature, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

                                   REGENT BROADCASTING, INC.


                                   By: _________________________________________

Attest:


__________________   [SEAL]
                         200_

         Section 2.03 FORM OF REVERSE OF SECURITY.

This Security is one of a duly authorized issue of securities of the Company
(herein called the "SECURITIES"), issued and to be issued in one or more series
under an Indenture, dated as of _______________, 200_ (herein called the
"INDENTURE"), between the Company and ____________________, as Trustee (herein
called the "TRUSTEE," which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,




                                       16


duties and immunities thereunder of the Company, the Trustee and the Holders of
the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof [, limited in aggregate principal amount to $_________].

[The Securities of this series are subject to redemption upon not less than 30
nor more than 60 days' notice by first class mail, [if applicable, insert-- (1)
on __________ in any year commencing with the year __________ and ending with
the year __________ through operation of the sinking fund for this series at a
Redemption Price equal to 100% of the principal amount, and (2)] at any time [on
or after __________, _____], as a whole or in part, at the election of the
Company, at the following Redemption Prices (expressed as percentages of the
principal amount):

         If redeemed [on or before _______________, _____%, and if redeemed]
during the 12-month period beginning _______________ of the years indicated,

                                    REDEMPTION
                  YEAR                 PRICE
                  ----              ----------

and thereafter at a Redemption Price equal to _____% of the principal amount,
together in the case of any such redemption [if applicable, insert-- (whether
through operation of the sinking fund or otherwise)] with accrued and unpaid
interest to the Redemption Date, but interest installments whose Stated Maturity
is on or prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.]

[If applicable, insert-- The Securities of this series are subject to redemption
upon not less than 30 nor more than 60 days' notice by first class mail, (1) on
_______________ in any year commencing with the year __________ and ending with
the year __________ through operation of the sinking fund for this series at the
Redemption Prices for redemption through operation of the sinking fund
(expressed as percentages of the principal amount) set forth in the table below,
and (2) at any time [on or after __________], as a whole or in part, at the
election of the Company, at the Redemption Prices for redemption otherwise than
through operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below:

         If redeemed during a 12-month period beginning _________________ of the
years indicated,

REDEMPTION PRICE                    REDEMPTION PRICE FOR
FOR REDEMPTION                      REDEMPTION OTHERWISE
THROUGH OPERATION OF                THAN THROUGH OPERATION
THE SINKING FUND                    OF THE SINKING FUND             YEAR
- ---------------------------         -------------------------       ----




                                       17



and thereafter at a Redemption Price equal to _____% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued and unpaid interest to the Redemption
Date, but interest installments whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holders of such Securities, or one or
more Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

[Notwithstanding the foregoing, the Company may not, prior to __________, redeem
any Securities of this series as contemplated by [clause (2) of] the preceding
paragraph as a part of, or in anticipation of, any refunding operation by the
application, directly or indirectly, of moneys borrowed having an interest cost
to the Company (calculated in accordance with generally accepted financial
practice) of less than _____% per annum.]

[The sinking fund for this series provides for the redemption on ___________ in
each year beginning with the year _____ and ending with the year _____ of [not
less than] $_______________ [("MANDATORY SINKING FUND") and not more than
$____________] aggregate principal amount of Securities of this series.]
[Securities of this series acquired or redeemed by the Company otherwise than
through [mandatory] sinking fund payments may be credited against subsequent
[mandatory] sinking fund payments otherwise required to be made--in the inverse
order in which they become due.]

[In the event of redemption of this Security in part only, a new Security or
Securities of this series for the unredeemed portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.]

[If the Security is not an Original Issue Discount Security, insert-- If any
Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.]

[If the Security is an Original Issue Discount Security, insert-- If an Event of
Default with respect to Securities of this series shall occur and be continuing,
an amount of principal of the Securities of this series may be declared due and
payable in the manner and with the effect provided in the Indenture. Such amount
shall be equal --insert formula for determining the amount. Upon payment (i) of
the amount of principal so declared due and payable and (ii) of interest on any
overdue principal and overdue interest (in each case to the extent that the
payment of such interest shall be legally enforceable), all of the Company's
obligations in respect of the payment of the principal of and interest, if any,
on the Securities of this series shall terminate.]

[This Security is subject to defeasance and covenant defeasance as described in
the Indenture [if applicable, insert -- and the supplemental indenture].]

[This Security is subject to satisfaction and discharge as provided in the
Indenture [if applicable, insert -- and the supplemental indenture].]




                                       18


[This Security is subject to subordination as provided in the Indenture [if
applicable, insert - and the supplemental indenture].]

The Indenture may be modified by the Company and the Trustee without consent of
any Holder with respect to certain matters as described in the Indenture. In
addition, the Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of a majority in principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of
all Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Security
shall bind such Holder and all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.

No reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of (and premium, if any) and interest on
this Security at the times, place and rate, and in the coin or currency, herein
prescribed.

As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of (and premium, if any)
and interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series,
of authorized denominations and for the same Stated Maturity and aggregate
principal amount, will be issued to the designated transferee or transferees.

The Securities of this series are issuable only in registered form without
coupons in denominations of [$1,000] and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series of a different authorized denomination, as
requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is



                                       19


registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.

The Indenture imposes certain limitations on the ability of the Company to,
among other things, merge or consolidate with any other Person or sell, assign,
transfer or lease all or substantially all of its properties or assets [If other
covenants are applicable pursuant to the provisions of Section 3.01, insert
here]. All such covenants and limitations are subject to a number of important
qualifications and exceptions. The Company must report periodically to the
Trustee on compliance with the covenants in the Indenture.

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

[If applicable, insert -- A director, officer, employee or stockholder, as such,
of the Guarantor shall not have any liability for any obligations of the Company
or such Guarantor under this Security or the Indenture [if applicable, insert --
or the supplemental indenture] or for any claim based on, in respect of or by
reason of, such obligations or their creation. Each Holder, by accepting a
Security, waives and releases all such liability. The waiver and release are
part of the consideration for the issuance of this Security.]

[If applicable, insert -- This Security will be entitled to the benefits of
certain Guarantees made for the benefit of the Holders. Reference is hereby made
to the Indenture and the supplemental indenture for a statement of the
respective rights, limitations of rights, duties and obligations thereunder of
the Guarantors, if any, the Trustee and the Holders.]

[If applicable, insert-- Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures ("CUSIP"), the Company
has caused CUSIP numbers to be printed on the Securities of this series as a
convenience to the Holders of the Securities of this series. No representation
is made as to the correctness or accuracy of such numbers as printed on the
Securities of this series and reliance may be placed only on the other
identification numbers printed hereon.]

         All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

                                 ASSIGNMENT FORM

         To assign this Security, fill in the form below: (I) or (we) assign and
transfer this Security to

             -------------------------------------------------------
             (Insert assignee's social security or tax I.D. number)
             -------------------------------------------------------




                                       20


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

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

Dated: __________            Your Signature:_____________________________
                                           (Sign exactly as your name appears on
                                           the other side of this Security)

Signature Guaranty:          ________________________________________________
                             [Signatures must be guaranteed by an
                             "eligible guarantor institution" meeting the
                             requirements of the Transfer Agent, which
                             requirements will include membership or
                             participation in STAMP or such other
                             "signature guarantee program" as may be
                             determined by the Transfer Agent in addition
                             to, or in substitution for, STAMP, all in
                             accordance with the Exchange Act.]

Social Security Number or
Taxpayer Identification Number:     _______________________________________

         Section 2.04 FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The
Trustee's Certificate of authentication shall be in substantially the following
form:

Dated:   _______________

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

                                                    ------------------------
                                                    As Trustee

                                                    By _____________________
                                                       Authorized Signatory


         Section 2.05 SECURITIES IN GLOBAL FORM. If Securities of or within
a series are issuable in whole or in part in global form, then any such Security
of such series may provide that it shall represent the aggregate or a specified
amount of the Outstanding Securities of such series from time to time endorsed
thereon and may also provide that the aggregate amount of Outstanding Securities
of such series represented thereby may from time to time be reduced or increased
to reflect exchanges. Any endorsement of a Security in global form to reflect
the amount, or any increase or decrease in the amount, or changes in the rights
of Holders, of Outstanding Securities represented thereby shall be made in such
manner and upon instructions given by such Person or



                                       21


Persons as shall be specified therein or in the Company Order to be delivered to
the Trustee pursuant to Section 3.03 or Section 3.04. Subject to the provisions
of Section 3.03 and, if applicable, Section 3.04, the Trustee shall deliver and
redeliver any Security in permanent global form in the manner and upon
instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 3.03 or 3.04
has been, or simultaneously is, delivered, any instructions by the Company with
respect to endorsement or delivery or redelivery of a Security in global form
shall be in writing but need not comply with Section 1.02 and need not be
accompanied by an Opinion of Counsel.

The provisions of the last paragraph of Section 3.03 shall apply to any Security
represented by a Security in global form if such Security was never issued and
sold by the Company and the Company delivers to the Trustee the Security in
global form together with written instructions (which need not comply with
Section 1.02 and need not be accompanied by an Opinion of Counsel) with regard
to the reduction in the principal amount of Securities represented thereby.

Notwithstanding the provisions of Sections 2.01 and 3.07, unless otherwise
specified as contemplated by Section 3.01, payment of principal of and premium,
if any, and interest on any Security in permanent global form shall be made to
the Person or Persons specified therein.

         Section 2.06 FORM OF LEGEND FOR THE SECURITIES IN GLOBAL FORM. Any
Security in global form authenticated and delivered hereunder shall bear a
legend in substantially the following form, or in such other form as may be
necessary or appropriate to reflect the arrangements with or to comply with the
requirements of any Depositary:

                  "THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE
                  INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
                  NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND
                  UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
                  CERTIFICATED FORM IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
                  THE INDENTURE, 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."

                                    ARTICLE 3

                                 THE SECURITIES

         Section 3.01 AMOUNT UNLIMITED; ISSUABLE IN SERIES. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.




                                       22


         The Securities may be issued from time to time in one or more series.
Prior to the issuance of Securities of any series, there shall be established in
or pursuant to (i) a Board Resolution, (ii) action taken pursuant to a Board
Resolution and (subject to Section 3.03) set forth, or determined in the manner
provided, in an Officers' Certificate, or (iii) one or more indentures
supplemental hereto:

                  (1) the title of the Securities of the series (which shall
distinguish the Securities of the series from all other Securities);

                  (2) the purchase price, denomination and any limit upon
the aggregate principal amount of the Securities of the series which may be
authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to Sections 3.04,
3.05, 3.06, 9.06 or 11.07);

                  (3) the date or dates on which the principal of and premium,
if any, on the Securities of the series is payable or the method of
determination thereof;

                  (4) the rate or rates at which the Securities of the
series shall bear interest, if any, or the method of calculating such rate or
rates of interest, the date or dates from which such interest shall accrue or
the method by which such date or dates shall be determined, the Interest Payment
Dates on which any such interest shall be payable and the Regular Record Date,
if any, for the interest payable on any Interest Payment Date;

                  (5) the place or places where the principal of, premium, if
any, and interest, if any, on Securities of the series shall be payable;

                  (6) the place or places where the Securities may be exchanged
or transferred;

                  (7) the period or periods within which, the price or
prices at which, the currency or currencies (including currency unit or units)
in which, and the other terms and conditions upon which Securities of the series
may be redeemed, in whole or in part, at the option of the Company, and, if
other than as provided in Section 11.03, the manner in which the particular
Securities of such series (if less than all Securities of such series are to be
redeemed) are to be selected for redemption;

                  (8) the obligation, if any, of the Company to redeem or
purchase Securities of the series in whole or in part pursuant to any sinking
fund or analogous provisions or 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 other terms and conditions upon which Securities of
the series shall be redeemed or purchased, in whole or in part, pursuant to such
obligation;

                  (9) if other than denominations of $1,000 and any
integral multiple thereof, the denominations in which Securities of the series
shall be issuable;




                                       23


                  (10) if other than U.S. dollars, the currency or
currencies (including currency unit or units) in which payments of principal of,
premium, if any, and interest on the Securities of the series shall or may by
payable, or in which the Securities of the series shall be denominated, and the
particular provisions applicable thereto;

                  (11) if the payments of principal of, premium, if any, or
interest on the Securities of the series are to be made, at the election of the
Company or a Holder, in a currency or currencies (including currency unit or
units) other than that in which such Securities are denominated or designated to
be payable, the currency or currencies (including currency unit or units) in
which such payments are to be made, the terms and conditions of such payments
and the manner in which the exchange rate with respect to such payments shall be
determined, and the particular provisions applicable thereto;

                  (12) if the amount of payments of principal of, premium,
if any, and interest on the Securities of the series shall be determined with
reference to an index, formula or other method (which index, formula or method
may be based, without limitation, on a currency or currencies (including
currency unit or units) other than that in which the Securities of the series
are denominated or designated to be payable), the index, formula or other method
by which such amounts shall be determined;

                  (13) if other than the principal amount thereof, the
portion of the principal amount of Securities of the series which shall be
payable upon declaration of acceleration of the Maturity thereof pursuant to
Section 5.02 or the method by which such portion shall be determined;

                  (14) any modifications of or additions to the Events of
Default or the covenants of the Company set forth herein with respect to
Securities of the series; and whether and the conditions under which the Holders
of the Securities of the series may waive any such Event of Default or
compliance with any such covenant relating to the Securities of such series;

                  (15) if either or both of Section 13.02 and Section 13.03
shall be inapplicable, in whole or in part, to the Securities of the series
(provided that if no such inapplicability shall be specified, then both Section
13.02 and Section 13.03 shall be applicable to the Securities of the series);
and any modification to either such section as it relates to such series of
Securities;

                  (16) if other than the Trustee, the identity of the Registrar
and any Paying Agent;

                  (17) if the Securities of the series shall be issued in
whole or in part in global form, (i) the Depositary for such global Securities,
(ii) the form of any legend in addition to or in lieu of that in Section 2.06
which shall be borne by such global Security, (iii) whether beneficial owners of
interests in any Securities of the series in global form may exchange such
interests for certificated Securities of such series and of like tenor of any
authorized form and denomination, and (iv) if other than as provided in Section
3.05, the circumstances under which any such exchange may occur;




                                       24


                  (18) if the Holders of the Securities of the series may
convert or exchange the Securities of the series into or for securities of the
Company or of other entities or other property (or the cash value thereof), the
specific terms of and period during which such conversion or exchange may be
made;

                  (19) if the Securities of the series shall have the
benefits of any Guarantee and, if so, the identity of the Guarantor or
Guarantors and the terms and provisions applicable to any such Guarantee;

                  (20) any provisions for the satisfaction and discharge of
the Securities of the series, including provisions in addition to or modifying
the provisions of Article 4 as they pertain to Securities of the series;

                  (21) any addition to or change in the covenants set forth in
Article 10 which applies to Securities of the series;

                  (22) the subordination of the Securities of such series to
other Indebtedness of the Company, including without limitation, the Securities
of any other series; and

                  (23) any other terms of the series, including any terms
which may be required by or advisable under the laws of the United States of
America or regulations thereunder or advisable (as determined by the Company) in
connection with the marketing of Securities of the series.

All Securities of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided (i) by a Board Resolution,
(ii) by action taken pursuant to a Board Resolution and (subject to Section
3.03) set forth, or determined in the manner provided, in an Officers'
Certificate or (iii) in any such indenture supplemental hereto. All Securities
of any one series need not be issued at the same time and, unless otherwise
provided, a series may be reopened, without the consent of the Holders, for
issuances of additional Securities of such series.

If any of the terms of the Securities of any series are established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth, or providing the manner for determining,
the terms of the Securities of such series, and an appropriate record of any
action taken pursuant thereto in connection with the issuance of any Securities
of such series shall be delivered to the Trustee prior to the authentication and
delivery thereof.

         Section 3.02 DENOMINATIONS. The Securities of each series shall be
issuable in registered form without coupons in such denominations as shall be
specified as contemplated by Section 3.01. In the absence of any such provisions
with respect to the Securities of any series, the Securities of such series
shall be issuable in denominations of $1,000 and any integral multiple thereof.




                                       25


         Section 3.03 EXECUTION, AUTHENTICATION, DELIVERY AND DATING. The
Securities shall be executed on behalf of the Company by its Chairman of the
Board, its Chief Executive Officer, its President, its Chief Financial Officer,
or its Chief Accounting Officer 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. Typographical and other minor errors or defects in
any such reproduction of the seal or any such signature shall not affect the
validity or enforceability of any Security that has been duly authenticated and
delivered by the Trustee.

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 date of such Securities.

At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and make such Securities available for
delivery. If the form or terms of the Securities of the series have been
established in or pursuant to one or more Board Resolutions as permitted by
Sections 2.01 and 3.01, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to Sections 315(a)
through (d) of the Trust Indenture Act) shall be fully protected in relying
upon, an Opinion of Counsel stating (subject to customary assumptions,
conditions and exceptions):

                  (a) if the terms of such Securities have been established
by or pursuant to Board Resolution as permitted by Section 3.01, that such terms
have been established in conformity with the provisions of this Indenture; and

                  (b) that such Securities, when authenticated and
delivered by the Trustee and issued by the Company in the manner and subject to
any conditions specified in such Opinion of Counsel, will constitute valid and
legally binding obligations of the Company, enforceable in accordance with their
terms, except to the extent enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and
other similar laws affecting the enforcement of creditors' rights generally and
by the effect of general principles of equity (regardless of whether
enforceability is considered in a proceeding in equity or at law).

If such terms have been so established, the Trustee shall not be required to
authenticate such Securities if the issue of such Securities pursuant to this
Indenture will affect the Trustee's own rights, duties or immunities under the
Securities and this Indenture or otherwise in a manner which is not reasonably
acceptable to the Trustee, or in the written opinion of counsel to the Trustee
(which counsel may be an employee of the Trustee) such authentication may not
lawfully be made or would involve the Trustee in personal liability.




                                       26


Notwithstanding the provisions of Section 3.01 and of the immediately preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Board Resolution and the
Officers' Certificate otherwise required pursuant to Section 3.01 or the Company
Order and Opinion of Counsel otherwise required pursuant to the second preceding
paragraph at or prior to the time of authentication of each Security of such
series if such documents are delivered at or prior to the authentication upon
original issuance of the first Security of such series to be issued.

If the Company shall establish pursuant to Section 3.01 that the Securities of a
series are to be issued in whole or in part in the form of one or more global
Securities, then the Company shall execute and the Trustee shall, in accordance
with this Section and the Company Order with respect to the authentication and
delivery of such series, authenticate and deliver one or more Securities of such
series in global form that (i) shall be in an aggregate amount equal to the
aggregate principal amount of the Outstanding Securities of such series to be
represented by such Security or Securities in global form, (ii) shall be
registered in the name of the Depositary for such Security or Securities in
global form or its nominee, and (iii) shall be made available for delivery by
the Trustee to such Depositary or pursuant to such Depositary's instruction.

The Trustee shall have no responsibility to determine if the Depositary is so
registered. Each Depositary shall enter into an agreement with the Trustee and
the Company governing the respective duties and rights of such Depositary, the
Company and the Trustee with regard to Securities issued in global form.

Unless otherwise provided for in the form of Security, each Security shall be
dated the date of its authentication.

No Security shall be entitled to any benefits 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
executed by the Trustee or an Authenticating Agent by manual signature, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder
and is entitled to the benefits of this Indenture.

Notwithstanding the foregoing, if any Security shall have been authenticated and
delivered hereunder but never issued and sold by the Company, and the Company
shall deliver such Security to the Trustee for cancellation as provided in
Section 3.09 together with a written statement (which need not comply with
Section 1.02 and need not be accompanied by an Opinion of Counsel) stating that
such Security has never been issued and sold by the Company, for all purposes of
this Indenture such Security shall be deemed never to have been authenticated
and delivered hereunder and shall not be entitled to the benefits of this
Indenture.

         Section 3.04 TEMPORARY SECURITIES. Pending the preparation of
definitive Securities of any series, the Company may execute, and upon Company
Order the Trustee shall authenticate and make available for delivery, temporary
Securities of such series which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are



                                       27


issued and with such appropriate insertions, omissions, substitutions and other
variations as the officers executing such Securities may determine, as evidenced
by their execution of such Securities.

In the case of Securities of any series, such temporary Securities may be in
global form, representing all or a portion of the Outstanding Securities of such
series.

Except in the case of temporary Securities in global form (which shall be
exchanged in accordance with the provisions thereof), if temporary Securities of
any series are issued, the Company will cause definitive Securities of that
series to be prepared without unreasonable delay. After the preparation of
definitive Securities of such series, the temporary Securities of such series
shall be exchangeable for definitive Securities of such series upon surrender of
the temporary Securities of such series at the office or agency of the Company
in a Place of Payment for that series, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Securities of any
series, the Company shall execute and the Trustee shall authenticate and make
available for delivery in exchange therefor a like principal amount of
definitive Securities of the same series of authorized denominations and of like
tenor. Until so exchanged, the temporary Securities of any series shall in all
respects be entitled to the same benefits under this Indenture as definitive
Securities of such series.

         Section 3.05 REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.
The Company shall cause to be kept at the Corporate Trust Office of the Trustee
or in any office or agency to be maintained by the Company in accordance with
Section 10.02 in a Place of Payment a register (the register maintained in such
office and in any other office or agency of the Company in a Place of Payment
being herein sometimes collectively referred to as the "SECURITY REGISTER") in
which, subject to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of Securities and of registration of
transfers of Securities. The Trustee is hereby appointed "SECURITY REGISTRAR"
for the purpose of registering Securities and transfers of Securities as herein
provided.

Upon surrender for registration of transfer of any Security of any series at the
office or agency of the Company in a Place of Payment for that series, the
Company shall execute, and the Trustee shall authenticate and make available for
delivery, in the name of the designated transferee or transferees, one or more
new Securities of the same series, of any authorized denominations and of a like
aggregate principal amount and Stated Maturity.

At the option of the Holder, Securities of any series (except a Security in
global form) may be exchanged for other Securities of the same series, of any
authorized denominations and of a like aggregate principal amount and Stated
Maturity, upon surrender of the Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and make available for
delivery, the Securities which the Holder making the exchange is entitled to
receive.

Each Security issued in global form authenticated under this Indenture shall be
registered in the name of the Depositary designated for such series or a nominee
thereof and delivered to such



                                       28


Depositary or a nominee thereof or custodian therefor, and each such Security
issued in global form shall constitute a single Security for all purposes of
this Indenture.

Notwithstanding any other provision of this Section, unless and until it is
exchanged in whole or in part for Securities in certificated form in the
circumstances described below, a Security in global form representing all or a
portion of the Securities of a series may not be transferred except as a whole
by the Depositary for such series to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a successor Depositary
for such series or a nominee of such successor Depositary.

If at any time the Depositary for the Securities of a series notifies the
Company that it is unwilling or unable to continue as Depositary for the
Securities of such series or defaults in the performance of its duties as
Depositary or it at any time the Depositary for the Securities of such series
shall no longer be eligible to perform such duties, the Company shall appoint a
successor Depositary with respect to the Securities of such series. If a
successor Depositary for the Securities of such series is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such ineligibility, the Company's selection pursuant to Section 3.01(b)(17)
shall no longer be effective with respect to the Securities of such series and
the Company shall execute, and the Trustee, upon receipt of a Company Order for
the authentication and delivery of certificated Securities of such series of
like tenor, shall authenticate and deliver Securities of such series of like
tenor in certificated form, in authorized denominations and in an aggregate
principal amount equal to the principal amount of the Security or Securities of
such series of like tenor in global form in exchange for such Security or
Securities in global form.

The Company may at any time in its sole discretion determine that Securities
issued in global form shall no longer be represented by such a Security or
Securities in global form. In such event the Company shall execute, and the
Trustee, upon receipt of a Company Order for the authentication and delivery of
certificated Securities of such series of like tenor, shall authenticate and
deliver, Securities of such series of like tenor in certificated form, in
authorized denominations and in an aggregate principal amount equal to the
principal amount of the Security or Securities of such series of like tenor in
global form in exchange for such Security or Securities in global form.

If specified by the Company pursuant to Section 3.01 with respect to a series of
Securities, the Depositary for such series may surrender a Security in global
form of such series in exchange in whole or in part for Securities of such
series in certificated form on such terms as are acceptable to the Company and
such Depositary. Thereupon, the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge,

                  (i) to each Person specified by such Depositary a new
certified Security or Securities of the same series of like tenor, of any
authorized denomination as requested by such Person in aggregate principal
amount equal to and in exchange for such Person's beneficial interest in the
Security in global form; and




                                       29


                  (ii) to such Depositary a new Security in global form of
like tenor in a denomination equal to the difference, if any, between the
principal amount of the surrendered Security in global form and the aggregate
principal amount of certificated Securities delivered to Holders thereof.

Upon the exchange of a Security in global form for Securities in certificated
form, such Security in global form shall be canceled by the Trustee. Securities
issued in exchange for a Security in global form pursuant to this Section shall
be registered in such names and in such authorized denominations as the
Depositary for such Security in global form, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee. The
Trustee shall deliver such Securities to the Persons in whose names such
Securities are so registered.

Whenever any Securities are 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.

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

Every Security presented or surrendered for registration of transfer or for
exchange shall (if so required by the Company or the Trustee) be duly endorsed,
or be accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar duly executed by the Holder thereof or
his attorney duly authorized in writing.

Unless otherwise provided in the Securities to be transferred or exchanged, no
service charge shall be made for any registration of transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer.

If the Securities of any series (or of any series and specified tenor) are to be
redeemed in part, the Company shall not be required (i) to issue, register the
transfer of or exchange Securities of such series during a period beginning at
the opening of business 15 days before the day of the mailing of a notice of
redemption of Securities of that series selected for redemption under Section
11.03 and ending at the close of business on the day of such mailing, or (ii) to
register the transfer of or exchange any Security so selected for redemption, in
whole or in part, except the unredeemed portion of any Security being redeemed
in part.

The foregoing provisions relating to registration, transfer and exchange may be
modified, supplemented or superseded with respect to any series of Securities by
a Board Resolution or in one or more indentures supplemental hereto.

         Section 3.06 MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES. If
any mutilated Security is surrendered to the Trustee, the Company shall execute
and the Trustee shall



                                       30


authenticate and deliver in exchange therefor a new Security of the same series
and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

If there shall be delivered to the Company and the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security and (ii) such
security or indemnity as may be required by them to save each of them and any
agent of either 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 request the Trustee shall authenticate
and deliver, in lieu of any such destroyed, lost or stolen Security, a new
Security of the same series and of like tenor and principal amount and 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, the Company in its discretion may, instead of
issuing a new Security, pay such Security.

Upon the issuance of any new Security 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) connected therewith.

Every new Security of any series issued pursuant to this Section in lieu of any
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 the benefits of this Indenture equally and proportionately with
any and all other Securities of that series 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.

         Section 3.07 PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.
Interest on any Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest.

Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "DEFAULTED INTEREST") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, 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 of such series
(or their respective Predecessor 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




                                       31


Trustee in writing of the amount of Defaulted Interest proposed to be paid on
each Security of such series and the date of the proposed payment (which shall
be not less than 25 days after the receipt by the Trustee of such notice, unless
such Trustee shall consent to an earlier date), and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements reasonably satisfactory to the Trustee for such deposit prior to
the date of the proposed payment, such money when deposited to be held in trust
for the benefit of the Persons entitled to such Defaulted Interest as in this
Clause provided. Thereupon the Trustee 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 Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such Special Record Date and, in
the name and at the reasonable 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 of Securities of such
series 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 so mailed,
such Defaulted Interest shall be paid to the Persons in whose names the
Securities of such series (or their respective Predecessor Securities) are
registered at the close of business 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 on the Securities of any series in any other lawful manner not
inconsistent with the requirements of any securities exchange on which such
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 of the proposed
payment pursuant to this Clause (2), such manner of payment shall be deemed
practicable by the Trustee.

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 3.08 PERSONS DEEMED OWNERS. Prior to due presentment of a
Security for registration of transfer, the Company, the Trustee and any agent of
the Company or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of, premium, if any, and (subject to Sections 3.05 and 3.07) interest
on such Security and for all other purposes whatsoever, whether or not such
Security be overdue, and neither the Company, the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary.

None of the Company, the Trustee or any agent of the Company or the Trustee
shall have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interest of a
Security in global form, or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interest. Notwithstanding the
foregoing, with respect to any Security in global form, nothing herein shall
prevent the Company or the Trustee or any agent of the Company or the Trustee,
from giving effect to any written



                                       32


certification, proxy or other authorization furnished by any Depositary (or its
nominee), as a Holder, with respect to such Security in global form or impair,
as between such Depositary and owners of beneficial interests in such Security
in global form, the operation of customary practices governing the exercise of
the right of such Depositary (or its nominee) as holder of such Security in
global form.

         Section 3.09 CANCELLATION. All Securities surrendered for payment,
redemption, registration of transfer or exchange or for credit against any
sinking fund payment shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and shall be promptly canceled 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 canceled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities canceled as provided in this Section,
except as expressly permitted by this Indenture. All canceled Securities shall
be held by the Trustee and may be destroyed (and, if so destroyed, certification
of their destruction shall be delivered to the Company, unless, by a Company
Order, the Company shall direct that canceled Securities be returned to it).

         Section 3.10 COMPUTATION OF INTEREST. Except as otherwise
specified as contemplated by Section 3.01 for Securities of any series, interest
on the Securities of each series shall be computed on the basis of a year of
twelve 30-day months.

         Section 3.11 CUSIP NUMBER. The Company in issuing Securities of
any series may use a "CUSIP" number, and if so, the Trustee may use the CUSIP
number in notices of redemption or exchange as a convenience to Holders of such
series; provided, that any such notice may state that no representation is made
as to the correctness or accuracy of the CUSIP number printed on the notice or
on the Securities of such series, 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 number of any series
of Securities.

         Section 3.12 WIRE TRANSFERS. Notwithstanding any other provision
to the contrary in this Indenture, the Company may make any payment of moneys
required to be deposited with the Trustee on account of principal of, or
premium, if any, or interest on the Securities (whether pursuant to optional or
mandatory redemption payments, interest payments or otherwise) by wire transfer
of immediately available funds to an account designated by the Trustee on or
before the date and time such moneys are to be paid to the Holders of the
Securities in accordance with the terms hereof.

                                    ARTICLE 4

                           SATISFACTION AND DISCHARGE

         Section 4.01 SATISFACTION AND DISCHARGE OF INDENTURE. This
Indenture shall cease to be of further effect (except as to any surviving rights
of registration of transfer or exchange of Securities and replacement of such
Securities which may have been lost, stolen or mutilated as



                                       33


herein expressly provided for or in the form of Security for such series), when
the Trustee, upon Company Request and at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture, when

                  (1) either (a) all Securities theretofore authenticated
and delivered (other than (i) Securities which have been destroyed, lost or
stolen and which have been replaced or paid as provided in Section 3.06 and (ii)
Securities for whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter repaid to the Company
or discharged from such trust, as provided in Section 10.05) have been delivered
to the Trustee for cancellation; or (b) all such Securities not theretofore
delivered to the Trustee for cancellation (i) have become due and payable, or
(ii) will become due and payable at their Stated Maturity within one year, or
(iii) are to be called for redemption within one year under arrangements
reasonably satisfactory to the Trustee for the giving of notice of redemption by
the Trustee in the name, and at the reasonable expense, of the Company, and the
Company, in the case of (b)(i), (ii) or (iii) above, has deposited with the
Trustee as trust funds in trust for the purpose an amount, in the currency or
currencies or currency unit or units in which the Securities of such series are
payable, sufficient to pay and discharge the entire indebtedness on such
Securities not theretofore delivered to the Trustee for cancellation, for
principal, premium, if any, and interest to the date of such deposit (in the
case of Securities which have become due and payable) or the Stated Maturity or
Redemption Date, as the case may be;

                  (2) the Company has paid or caused to be paid all other sums
payable hereunder by the Company;

                  (3) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for herein relating to the satisfaction and discharge of this
Indenture have been complied with; and

                  (4) no event or condition shall exist on the date of such
deposit that, pursuant to the provisions of Section 14.02 or 14.03, would
prevent the Company from making payments of the principal of or interest on the
Securities of such series on the date of such deposit.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07, the obligations of
the Company to any Authenticating Agent under Section 6.14 and, if money shall
have been deposited with the Trustee pursuant to subclause (b) of clause (1) of
this Section, the obligations of the Trustee under Section 4.02 and the last
paragraph of Section 10.05 shall survive.

         Section 4.02 APPLICATION OF TRUST MONEY. Subject to the provisions
of the last paragraph of Section 10.05, all money deposited with the Trustee
pursuant to Section 4.01 shall be held in trust and applied by it, in accordance
with the provisions of the Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of
the principal (and premium, if any) and interest for whose payment such money
has been deposited with or received by the Trustee, but such money need not be
segregated from other funds except to the extent required by law.




                                       34


         Section 4.03 APPLICATION TO A SPECIFIC SERIES OF SECURITIES. The
Company may elect to satisfy and discharge its obligations with respect to a
specific series of Securities under the Indenture by complying with the terms of
Article 4. If the Company makes such election, (a) the terms of Section 4.01 and
4.02 shall apply only to the specific series of Securities and the terms of the
Indenture as it relates to such series of Securities and (b) the other
Securities issued hereunder and the Indenture as it relates to such other
Securities shall remain in full force and effect.

                                    ARTICLE 5

                                    REMEDIES

         Section 5.01 EVENTS OF DEFAULT. Except as otherwise specified as
contemplated by Section 3.01 for Securities of a series, "EVENT OF DEFAULT,"
wherever used herein with respect to Securities of any series, means any one of
the following events (whatever the reason for such Event of Default and whether
it shall be voluntary or involuntary or to be effected by reason of article 14
hereof or 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) the Company defaults in the payment of interest on
any Security of that series when such interest becomes due and payable and the
default continues for a period of 30 days; or

                  (2) the Company defaults in the payment of the principal
of, or premium, if any, on any Security of that series when the same becomes due
and payable at Maturity or on redemption or otherwise; or

                  (3) the Company fails to deposit any sinking fund
payment, for five days after it becomes due by the terms of a Security of that
series; or

                  (4) the Company fails to observe or perform in any
material respect any of its other covenants, agreements or warranties in the
Securities of that series or this Indenture (other than a covenant, agreement or
warranty a default in whose performance or whose breach is elsewhere in this
Section specifically dealt with or which has expressly been included in this
Indenture solely for the benefit of series of Securities other than that
series), and the failure to observe or perform continues for the period and
after the notice specified in the last paragraph of this Section; or

                  (5) an event of default, as defined in any mortgage,
indenture, or instrument under which there may be issued, or by which there may
be secured or evidenced, any Indebtedness of the Company (including Securities
of another series) (other than the Securities of such series) (whether such
Indebtedness now exists or shall hereafter be created or incurred) shall occur,
which event of default (i) is caused by a failure to pay principal of or
premium, if any, or interest on such Indebtedness at final maturity after the
expiration of the grace period provided in such Indebtedness on the date of such
event of default, and (ii) results in




                                       35


Indebtedness becoming or being declared due and payable prior to the date on
which it would otherwise become due and payable, and such default in payment is
not cured or such acceleration shall not be rescinded or annulled within 30 days
after written notice to the Company from the Trustee or to the Company and to
the Trustee from the Holders of at least twenty-five percent in aggregate
principal amount of the Outstanding Securities of that series specifying such
event of default and requiring the Company to cure such default in payment or
cause such acceleration to be rescinded or annulled and stating that such notice
is a "NOTICE OF DEFAULT" hereunder; provided, however, that it shall not be an
Event of Default if the principal amount of Indebtedness which is not paid at
maturity or the maturity of which is accelerated is equal to or less than
$20,000,000; provided further that if, prior to a declaration of acceleration of
the maturity of the Securities of that series or the entry of judgment in favor
of the Trustee in a suit pursuant to Section 5.03, such default shall be
remedied or cured by the Company or waived by the holders of such Indebtedness,
then the Event of Default hereunder by reason thereof shall be deemed likewise
to have been thereupon remedied, cured or waived without further action upon the
part of either the Trustee or any of the Holders of the Securities of that
series; or

                  (6) the Company or any of its Significant Subsidiaries
pursuant to or within the meaning of any Bankruptcy Law (a) commences a
voluntary case or proceeding under any Bankruptcy Law with respect to itself,
(b) consents to the entry of a judgment, decree or order for relief against it
in an involuntary case or proceeding under any Bankruptcy Law, (c) consents to
or acquiesces in the institution of bankruptcy or insolvency proceedings against
it, (d) applies for, consents to or acquiesces in the appointment of or taking
possession by a Custodian of it or for all or substantially all of its property,
(e) makes a general assignment for the benefit of its creditors or (f) takes any
corporate action in furtherance of or to facilitate, conditionally or otherwise,
any of the foregoing; or

                  (7) (i) a court of competent jurisdiction enters a
judgment, decree or order for relief in an involuntary case or proceeding under
any Bankruptcy Law which shall (a) approve as properly filed a petition seeking
reorganization, arrangement, adjustment or composition in respect of the Company
or any of its Significant Subsidiaries, (b) appoint a Custodian of the Company
or any of its Significant Subsidiaries or for all or substantially all of its
property or (c) order the winding-up or liquidation of affairs of the Company or
any of its Significant Subsidiaries, and such judgment, decree or order shall
remain unstayed and in effect for a period of 90 consecutive days; or (ii) any
bankruptcy or insolvency petition or application is filed, or any bankruptcy or
insolvency proceeding is commenced, against the Company or any of its
Significant Subsidiaries and such petition, application or proceeding is not
dismissed within 60 days; or (iii) a warrant of attachment is issued against any
material portion of the property of the Company or any of its Significant
Subsidiaries which is not released within 60 days of service; or

                  (8) any other Event of Default provided with respect to
Securities of that series.

A Default under clause (4) above is not an Event of Default until the Trustee or
the Holders of at least twenty-five percent in aggregate principal amount of the
Outstanding Securities of that series notify the Company of the Default and the
Company does not cure the Default within 60



                                       36


days after receipt of the notice. The notice must specify the Default, demand
that it be remedied and state that the notice is a "NOTICE OF DEFAULT." When a
Default under clause (4) above is cured within such 60-day period, it ceases to
be a Default.

         Section 5.02 ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.
If an Event of Default with respect to Securities of any series (other than an
Event of Default specified in clause (6) or (7) of Section 5.01) occurs and is
continuing, the Trustee by notice in writing to the Company, or the Holders of
at least twenty-five percent in aggregate principal amount of the Outstanding
Securities of that series by notice in writing to the Company and the Trustee,
may declare the unpaid principal of and accrued interest to the date of
acceleration (or, if the Securities of that series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of that series) on all the Outstanding Securities of that series to be due
and payable immediately and, upon any such declaration, the Outstanding
Securities of that series (or specified principal amount) shall become and be
immediately due and payable.

If an Event of Default specified in clause (6) or (7) of Section 5.01 occurs,
all unpaid principal of and accrued interest on the Outstanding Securities of
that series (or specified principal amount) shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder of any Security of that series.

Upon payment of all such principal and interest, all of the Company's
obligations under the Securities of that series and (upon payment of the
Securities of all series) this Indenture shall terminate, except obligations
under Section 6.07.

At any time after a declaration of acceleration of Maturity with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series by notice to the Trustee may rescind an
acceleration and its consequences if (i) all existing Events of Default, other
than the nonpayment of the principal of and interest on the Securities of that
series that has become due solely by such declaration of acceleration, have been
cured or waived, (ii) to the extent the payment of such interest is lawful,
interest on overdue installments of interest and overdue principal that has
become due otherwise than by such declaration of acceleration have been paid,
(iii) the rescission would not conflict with any judgment or decree of a court
of competent jurisdiction and (iv) all payments due to the Trustee and any
predecessor Trustee under Section 6.07 have been made.

         Section 5.03 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT
BY TRUSTEE. The Company covenants that if:

                  (1) default is made in the payment of any interest on any
Security of any series when such interest becomes due and payable and such
default continues for a period of 30 days, or




                                       37


                  (2) default is made in the payment of the principal of (or
premium, if any, on) any Security of any series at the Maturity thereof, or

                  (3) default is made in the payment of any sinking or
analogous obligation when the same becomes due by the terms of the Securities of
any series, and any such default continues for any period of grace provided with
respect to the Securities of such series,

the Company will, 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 (and 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
or rates prescribed therefor in such Securities, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

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, 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 such 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 such Securities, wherever
situated.

If an Event of Default with respect to Securities of any series occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce its
rights and the rights of the Holders of Securities of such series by such
appropriate judicial proceedings as the Trustee shall deem most effectual 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 secure any other proper remedy.

         Section 5.04 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 or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise,

                  (i) 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, its agent and counsel) and of the Holders allowed in such judicial
proceedings, and



                                       38



                  (ii) 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, its agents and counsel, and any other
amounts due the Trustee under Section 6.07.

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 5.05 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, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

         Section 5.06 APPLICATION OF MONEY COLLECTED. Any money collected
by the Trustee pursuant to this Article in respect of the Securities of any
series shall be applied in the following order, at the date or dates fixed by
the Trustee and, in case of the distribution of such money on account of
principal, premium, if any, or interest, upon presentation of the Securities in
respect of which moneys have been collected and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

         First: To the payment of all amounts due the Trustee under Section 6.07
applicable to such series;

         Second: To the payment of the amounts then due and unpaid for principal
of, and premium, if any, and interest on the Securities of such series 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 of such series for principal, and premium, if
any, and interest, respectively; and

         Third:  To the Company.

The Trustee may fix a record date and payment date for any payment to Holders
pursuant to this Section 5.06. At least ten (10) days before such record date,
the Trustee shall mail to each Holder and the Company a notice that states the
record date, the payment date and the amount to be paid.




                                       39


         Section 5.07 LIMITATION ON SUITS. No Holder of any Security of any
series shall have any right 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:

                  (1) such Holder has previously given written notice to
the Trustee of a continuing Event of Default with respect to the Securities of
that series;

                  (2) the Holders of at least twenty-five percent in
principal amount of the Outstanding Securities of that series 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;

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

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

                  (5) 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 principal amount of the Outstanding Securities of that series;

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

         Section 5.08 UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
PREMIUM AND INTEREST. Notwithstanding any other provision in this Indenture but
subject to Article 14, the Holder of any Security shall have the right, which is
absolute and unconditional, to receive payment of the principal of, premium, if
any, and (subject to Section 3.07) interest on such Security on the Stated
Maturity or Maturities expressed in such Security (or, in the case of
redemption, on the Redemption Date) and to institute suit for the enforcement of
any such payment, and such rights shall not be impaired without the consent of
such Holder.

         Section 5.09 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 such case, subject to any determination in such proceeding, the
Company, 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 has been instituted.




                                       40


         Section 5.10 RIGHTS AND REMEDIES CUMULATIVE. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities in the last paragraph of Section 3.06, 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 5.11 DELAY OR OMISSION NOT WAIVER. No delay or omission of
the Trustee or of any Holder of any Securities to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article 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 5.12 CONTROL BY HOLDERS. The Holders of a majority in
principal amount of the Outstanding Securities of any series 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 on
the Trustee, with respect to the Securities of such series, provided that:

                  (1) such direction shall not be in conflict with any rule of
law or with this Indenture;

                  (2) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction; and

                  (3) subject to Section 6.01, the Trustee need not take
any action which might involve the Trustee in personal liability or be unduly
prejudicial to the Holders not joining therein.

         Section 5.13 WAIVER OF PAST DEFAULTS. The Holders of not less than
a majority in principal amount of the Outstanding Securities of any series may
by written notice to the Trustee on behalf of the Holders of all the Securities
of such series waive any Default or Event of Default with respect to such series
and its consequences, except a Default or Event of Default:

                  (1) in respect of the payment of the principal of or premium,
if any, or interest on any Security of such series, or

                  (2) in respect of a covenant or other provision hereof
which under Article Nine cannot be modified or amended without the consent of
the Holder of each Outstanding Security of such series affected.

Upon any such waiver, such Default or Event of Default shall cease to exist and
shall be deemed to have been cured, for every purpose of this Indenture and the
Securities of such series; but no



                                       41


such waiver shall extend to any subsequent or other Default or Event of Default
or impair any right consequent thereon.

         Section 5.14 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 any court may in its discretion require, 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 by it as Trustee,
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, 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 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 ten percent in principal amount of the Outstanding Securities of any
series, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of or premium, if any, or interest on any Security on
or after the Stated Maturity or Maturities expressed in such Security (or, in
the case of redemption, on or after the Redemption Date).

                                    ARTICLE 6

                                   THE TRUSTEE

         Section 6.01 CERTAIN DUTIES AND RESPONSIBILITIES OF THE TRUSTEE.

                  (a) Except during the continuance of an Event of Default,
the Trustee's duties and responsibilities under this Indenture shall be governed
by Section 315(a) of the Trust Indenture Act.

                  (b) In case an Event of Default has occurred and is
continuing, and is known to the Trustee, the Trustee shall exercise the rights
and powers vested in it by this Indenture, and shall 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.

                  (c) None of the provisions of Section 315(d) of the Trust
Indenture Act shall be excluded from this Indenture.

                  (d) Every provision of this Indenture which pertains to
the Trustee shall be subject to this Section 6.01.

         Section 6.02 NOTICE OF DEFAULTS. Within 90 days after the
occurrence of any Default or Event of Default with respect to the Securities of
any series, the Trustee shall give to all Holders of Securities of such series,
as their names and addresses appear in the Security Register, notice of such
Default or Event of Default known to the Trustee, unless such Default or Event
of Default shall have been cured or waived; provided, however, that, except in
the case of a Default or Event of Default in the payment of the principal of or
premium, if any, or interest on any Security of such series, the Trustee shall
be protected in withholding such notice if and so long as



                                       42


the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determine
that the withholding of such notice is in the interest of the Holders of
Securities of such series.

         Section 6.03 CERTAIN RIGHTS OF TRUSTEE. Subject to the provisions of
the Trust Indenture Act:

                  (a) 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;

                  (b) any request or direction of the Company mentioned
herein shall be sufficiently evidenced by a Company Request or Company Order and
any resolution of the Board of Directors may be sufficiently evidenced by a
Board Resolution;

                  (c) 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;

                  (d) the Trustee may consult with counsel and the written
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;

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

                  (f) prior to the occurrence of an Event of Default with
respect to the Securities of any series and after the curing or waiving of all
such Events of Default which may have occurred, 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, approval or other paper or document, or the books and records of
the Company, unless requested in writing to do so by the Holders of a majority
in principal amount of the Outstanding Securities of any series; provided,
however, that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such
investigation is not, in the opinion of the Trustee, reasonably assured to the
Trustee by the security afforded to it by the terms of this Indenture, the
Trustee may require reasonable indemnity against such costs, expenses or
liabilities as a condition to so proceeding; the reasonable expense of every
such investigation shall be paid by the Company or, if paid by the Trustee,
shall be repaid by the Company upon demand;




                                       43


                  (g) the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and the Trustee shall not be responsible for any misconduct
or negligence on the part of any agent or attorney appointed with due care by it
hereunder; and

                  (h) the Trustee shall not be required 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 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.

         Section 6.04 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
SECURITIES. The recitals herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and neither the Trustee nor any Authenticating Agent assumes any responsibility
for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Securities, except that the Trustee
represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Securities and perform its obligations hereunder, and that the
statements made by it or to be made by it in a Statement of Eligibility and
Qualification on Form T-1 supplied to the Company are true and accurate. Neither
the Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof.

         Section 6.05 MAY HOLD SECURITIES. The Trustee, any Authenticating
Agent, any Paying Agent, any Security Registrar or any other agent of the
Company, in its individual or any other capacity, may become the owner or
pledgee of Securities and, subject to Sections 6.08 and 6.13, may otherwise deal
with the Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.

         Section 6.06 MONEY HELD IN TRUST. Money held by the Trustee in
trust hereunder (including amounts held by the Trustee as Paying Agent) 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 upon in writing with the Company.

         Section 6.07 COMPENSATION AND REIMBURSEMENT.  The Company agrees:

                  (1) to pay to the Trustee from time to time reasonable
compensation as negotiated between the Company and the Trustee for all services
rendered by it hereunder (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust);

                  (2) except as otherwise expressly provided herein, to
reimburse the Trustee upon its request for all reasonable 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 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




                                       44


                  (3) to indemnify the Trustee for, and to hold it harmless
against, any loss, liability, damage, claim or expense, including taxes (other
than taxes based upon or determined or measured 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 the trust or trusts
hereunder, including the 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.

When the Trustee incurs expenses or renders services in connection with an Event
of Default specified in Section 5.01(6) or Section 5.01(7), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Bankruptcy Law.

                  The provisions of this Section 6.07 shall survive this
Indenture and the resignation or removal of the Trustee.

         Section 6.08 DISQUALIFICATION; CONFLICTING INTERESTS. The Trustee
shall be disqualified only where such disqualification is required by Section
310(b) of the Trust Indenture Act. Nothing shall prevent the Trustee from filing
with the Commission the application referred to in the second to last paragraph
of Section 310(b) of the Trust Indenture Act.

         Section 6.09 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY. There shall
at all times be a Trustee hereunder which shall be eligible to act as Trustee
under Section 310(a)(1) of the Trust Indenture Act having a combined capital and
surplus (together with its parent) of at least $100,000,000 and subject to
supervision or examination by federal or State authority. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. Neither the Company nor any Person directly or
indirectly controlling, controlled by, or under common control with the Company
may serve as Trustee. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

         Section 6.10 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

                  (a) No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 6.11.

                  (b) The Trustee may resign at any time with respect to
the Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 6.11 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any
court



                                       45


of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

                  (c) The Trustee may be removed at any time with respect
to the Securities of any series by Act of the Holders of a majority in principal
amount of the Outstanding Securities of such series, delivered to the Trustee
and to the Company.

                  (d) If at any time:

                           (i) the Trustee shall fail to comply with Section
310(b) of the Trust Indenture Act after written request therefor by the Company
or by any Holder who has been a bona fide Holder of a Security for at least six
months; or

                           (ii) the Trustee shall cease to be eligible under
Section 6.09 and shall fail to resign after written request therefor by the
Company or by any such Holder of a Security who has been a bona fide Holder of a
Security for at least six months; or

                           (iii) the Trustee shall become incapable of acting or
shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
property shall be appointed or any public officer shall take charge or control
of the Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation;

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (ii) subject to Section 315(e) of the
Trust Indenture Act, any Holder who has been a bona fide Holder of a Security
for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee with respect to all Securities and the appointment of a successor
Trustee or Trustees.

                  (e) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, with respect to the Securities of one or more series, the Company, by
a Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series) and shall comply with
the applicable requirements of Section 6.11. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
6.11, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company with
respect to such Securities. If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the Company or the
Holders and accepted appointment in the manner required by Section 6.11, any
Holder who has been a bona fide Holder of a Security of such series for at least
six months may,



                                       46


on behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.

                  (f) The Company shall give notice of each resignation and
each removal of the Trustee with respect to the Securities of any series and
each appointment of a successor Trustee with respect to the Securities of any
series by mailing written notice of such event by first-class mail, postage
prepaid, to all Holders of Securities of such series as their names and
addresses appear in the Security Register. Each notice shall include the name of
the successor Trustee with respect to the Securities of such series and the
address of its Corporate Trust Office.

         Section 6.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

                  (a) In case of the appointment hereunder of a successor
Trustee with respect to all Securities, every such successor Trustee so
appointed shall execute, acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Company or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder.

                  (b) In case of the appointment hereunder of a successor
Trustee with respect to the Securities of some (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the
Securities of such series shall execute and deliver an indenture supplemental
hereto wherein each successor Trustee shall accept such appointment and which
(1) shall contain such provisions as shall be necessary or desirable to transfer
and confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates; but, on request of the Company or any successor Trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring



                                       47


Trustee hereunder with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates.

                  (c) Upon request of any such successor Trustee, the
Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights, powers and
trusts referred to in paragraph (a) or (b) of this Section, as the case may be.

                  (d) No successor Trustee shall accept its appointment
unless at the time of such acceptance such successor Trustee shall be qualified
and eligible under the Trust Indenture Act.

         Section 6.12 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor (by merger,
conversion, consolidation or otherwise as permitted hereunder) to such
authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.

         Section 6.13 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.
The Trustee shall comply with Section 311(a) of the Trust Indenture Act,
excluding any creditor relationship listed in Section 311(b) of the Trust
Indenture Act. A Trustee who has resigned or been removed shall be subject to
Section 311(a) of the Trust Indenture Act to the extent indicated therein.

         Section 6.14 APPOINTMENT OF AUTHENTICATING AGENT. At any time when
any of the Securities remain Outstanding the Trustee may appoint an
Authenticating Agent or Agents with respect to one or more series of Securities
which shall be authorized to act on behalf of, and subject to the direction of,
the Trustee to authenticate Securities of such series issued upon exchange,
registration of transfer or partial redemption thereof or pursuant to Section
3.06, and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus (together with its parent) of not less
than $100,000,000 and subject to supervision or examination by federal or State
authority. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said



                                       48


supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in
this Section.

Any corporation into which an Authenticating Agent may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which such Authenticating Agent shall be a party,
or any corporation succeeding to the corporate agency or corporate trust
business of an Authenticating Agent, shall continue to be an Authenticating
Agent, provided such corporation shall be otherwise eligible under this Section,
without the execution or filing of any paper or any further act on the part of
the Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written notice thereof
to the Trustee and to the Company. The Trustee may at any time terminate the
agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation as negotiated between the Company and such
Authenticating Agent for its services under this Section.

If an appointment with respect to one or more series is made pursuant to this
Section, the Securities of such series may have endorsed thereon, in addition to
the Trustee's certificate of authentication, an alternate certificate of
authentication in the following form:


                         Form of Authenticating Agent's
                          Certificate of Authentication

Dated:_________________

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.




                                       49


                                           --------------------------
                                           As Trustee

                                           By ________________________
                                                As Authenticating Agent


                                           By ________________________
                                                Authorized Signatory

         Section 6.15 COMPLIANCE WITH TAX LAWS. The Trustee hereby agrees
to comply with all U.S. Federal income tax information reporting and withholding
requirements applicable to it with respect to payments of premium (if any) and
interest on the Securities of any series, whether acting as Trustee, Security
Registrar, Paying Agent or otherwise with respect to the Securities of any
series.

                                    ARTICLE 7

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

         Section 7.01 COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
HOLDERS. The Company will furnish or cause to be furnished to the Trustee:

                  (a) semi-annually, not later than 15 days after the
Regular Record Date for each series of Securities, a list, in such form as the
Trustee may reasonably require, of the names and addresses of the Holders of
Securities as of such Regular Record Date (unless the Trustee has such
information), or if there is no Regular Record Date for interest for such series
of Securities, semi-annually, upon such dates as are set forth in the Board
Resolution or indenture supplemental hereto authorizing such series, and

                  (b) at such other times as the Trustee may request in
writing, within 30 days after the receipt by the Company of any such request, a
list of similar form and content as of a date not more than 15 days prior to the
time such list is furnished;

provided, however, that so long as the Trustee is the Security Registrar, no
such list shall be required to be furnished.

         Section 7.02 PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

                  (a) The Trustee shall preserve, in as current a form as
is reasonably practicable, the names and addresses of Holders contained in the
most recent list furnished to the Trustee as provided in Section 7.01 and the
names and addresses of Holders received by the Trustee in its capacity as
Security Registrar. The Trustee may destroy any list furnished to it as provided
in Section 7.01 upon receipt of a new list so furnished.




                                       50


                  (b) If three or more Holders (herein referred to as
"APPLICANTS") apply in writing to the Trustee, and furnish to the Trustee
reasonable proof that each such applicant has owned a Security for a period of
at least six months preceding the date of such application, and such application
states that the applicants desire to communicate with other Holders with respect
to their rights under this Indenture or under the Securities and is accompanied
by a copy of the form of proxy or other communication which such applicants
propose to transmit, then the Trustee shall, within five Business Days after the
receipt of such application, at its election, either:

                           (i) afford such applicants access to the information
preserved at the time by the Trustee in accordance with Section 7.02(a); or

                           (ii) inform such applicants as to the approximate
number of Holders whose names and addresses appear in the information preserved
at the time by the Trustee in accordance with Section 7.02(a), and as to the
approximate cost of mailing to such Holders the form of proxy or other
communication, if any, specified in such application.

If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder whose name and address appears in the information preserved
at the time by the Trustee in accordance with Section 7.02(a) a copy of the form
of proxy or other communication which is specified in such request, with
reasonable promptness after a tender to the Trustee of the material to be mailed
and of payment, or provision for the payment, of the reasonable expenses of
mailing, unless within five days after such tender the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interests of the Holders
or would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, after opportunity for a hearing
upon the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find,
after notice and opportunity for hearing, that all objections so sustained have
been met and shall enter an order so declaring, the Trustee shall mail copies of
such material to all such Holders with reasonable promptness after the entry of
such order and the renewal of such tender; otherwise the Trustee shall be
relieved of any obligation or duty to such applicants respecting their
application.

                  (c) Every Holder of Securities, by receiving and holding
the same, agrees with the Company and the Trustee that neither the Company nor
the Trustee nor any agent of either of them shall be held accountable by reason
of the disclosure of any such information as to the names and addresses of the
Holders in accordance with Section 7.02(b), regardless of the source from which
such information was derived, and that the Trustee shall not be held accountable
by reason of mailing any material pursuant to a request made under Section
7.02(b).

         Section 7.03 REPORTS BY TRUSTEE.




                                       51



                  (a) Within 60 days after ______ of each year commencing
with the year 200_, the Trustee shall transmit by mail to all Holders of
Securities as provided in Section 313(c) of the Trust Indenture Act, a brief
report dated as of ______, if required by and in compliance with Section 313(a)
of the Trust Indenture Act. The Trustee shall also comply with Section 313(b) of
the Trust Indenture Act.

                  (b) A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange or
inter-dealer quotation system upon which any Securities are listed, with the
Commission and with the Company. The Company will notify the Trustee when any
Securities are listed on any stock exchange or any inter-dealer quotation
system.

         Section 7.04 REPORTS BY COMPANY.  The Company shall:

                  (1) file with the Trustee, within 15 days after the
Company is required to file the same with the Commission, copies of the annual
reports and of the information, documents and other reports (or copies of such
portions of any of the foregoing as the Commission may from time to time by
rules and regulations prescribe) which the Company may be required to file with
the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or,
if the Company is not required to file information, documents or reports
pursuant to either of said Sections, then it shall file with the Trustee and the
Commission, in accordance with rules and regulations prescribed from time to
time by the Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of the
Exchange Act in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and
regulations;

                  (2) file with the Trustee and the Commission, in
accordance with rules and regulations prescribed from time to time by the
Commission, such additional information, documents and reports with respect to
compliance by the Company with the conditions and covenants of this Indenture as
may be required from time to time by such rules and regulations;

                  (3) transmit or cause to be transmitted by mail to all
Holders, as their names and addresses appear in the Security Register, (a) as
promptly as reasonably practicable following the furnishing of the same to its
stockholders, the Company's annual report to stockholders, containing certified
financial statements, and any other financial reports which the Company
generally furnishes to its stockholders, and (b) within 30 days after the filing
thereof with the Trustee, such summaries of any other information, documents and
reports required to be filed by the Company pursuant to paragraphs (1) and (2)
of this Section as may be required by rules and regulations prescribed from time
to time by the Commission; and

                  (4) furnish to the Trustee, on ___________ of each year,
a brief certificate from the principal executive officer, principal financial
officer or principal accounting officer as to his or her knowledge of the
Company's compliance with all conditions and covenants under this Indenture. For
purposes of this paragraph, such compliance shall be determined without regard
to any period of grace or requirement of notice provided under this Indenture.
Such certificate need not comply with Section 1.02.




                                       52


                                    ARTICLE 8

                 CONSOLIDATION, MERGER, LEASE, SALE OR TRANSFER

         Section 8.01 WHEN COMPANY MAY MERGE, ETC. Except as may be
otherwise provided as contemplated by Section 3.01 relating to Securities of a
series, the Company shall not consolidate with, or merge with or into, any other
Person (whether or not the Company shall be the surviving corporation or
entity), or convey, transfer or lease all or substantially all of its properties
and assets as an entirety or substantially as an entirety to any Person or group
of affiliated Persons, in one transaction or a series of related transactions,
unless:

                  (1) either the Company shall be the continuing Person or
the Person (if other than the Company) formed by such consolidation or with
which or into which the Company is merged or the Person (or group of affiliated
Persons) to which all or substantially all the properties and assets of the
Company as an entirety or substantially as an entirety are conveyed, transferred
or leased shall be a corporation or other entity (group of affiliated
corporations or entities) organized and existing under the laws of the United
States of America or any State thereof or the District of Columbia and shall
expressly assume, by an indenture supplemental hereto, executed and delivered to
the Trustee, in form reasonably satisfactory to the Trustee, all the obligations
of the Company under the Securities and this Indenture; and

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

Notwithstanding the foregoing, the Company may (a) consolidate with, or merge
with or into, an Affiliate incorporated for the purpose incorporating the
Company in another jurisdiction and/or (b) convey, transfer or lease all or
substantially all of its properties and assets as an entirety or substantially
as an entirety to any Subsidiary or Subsidiaries, in one transaction or a series
of related transactions.

         Section 8.02 OPINION OF COUNSEL. The Company shall deliver to the
Trustee prior to the proposed transaction(s) covered by Section 8.01 an
Officers' Certificate and an Opinion of Counsel stating that the transaction(s)
and such supplemental indenture comply with this Indenture and that all
conditions precedent to the consummation of the transaction(s) under this
Indenture have been met.

         Section 8.03 SUCCESSOR CORPORATION SUBSTITUTED. Upon any
consolidation by the Company with or merger by the Company into any other
corporation or other entity or any conveyance, transfer or lease all or
substantially all of the property and assets of the Company in accordance with
Section 8.01, the successor corporation or other entity formed by such
consolidation or into which the Company is merged or the successor corporation
or entity or affiliated group of corporations or entities to which such lease,
sale, assignment or transfer 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 corporation or corporations or entity or
entities had been named as the Company herein, and thereafter, except



                                       53


in the case of a lease, the predecessor corporation or corporations or entity or
entities shall be relieved of all obligations and covenants under this Indenture
and the Securities and in the event of such conveyance or transfer, except in
the case of a lease, any such predecessor corporation may be dissolved and
liquidated.

                                    ARTICLE 9

                             SUPPLEMENTAL INDENTURES

         Section 9.01 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.
Without notice to or the consent of any Holders, the Company, when authorized by
a Board Resolution, and the Trustee, at any time and from time to time, may
enter into one or more indentures supplemental hereto, in form reasonably
satisfactory to the Trustee, for any of the following purposes:

                  (1) to evidence the succession of another corporation to the
Company and the assumption by any such successor of the covenants of the Company
herein and in the Securities; or

                  (2) to add to the covenants of the Company for the
benefit of the Holders of all or any series of Securities (and if such covenants
are to be for the benefit of less than all series of Securities, stating that
such covenants are expressly being included solely for the benefit of such
series) or to surrender any right or power herein conferred upon the Company; or

                  (3) to add any additional Events of Default with respect to
all or any series of Securities; or

                  (4) to add or change any of the provisions of this Indenture
to such extent as shall be necessary to permit or facilitate the issuance of
Securities in bearer form, registrable or not registrable as to principal, and
with or without interest coupons; or

                  (5) to change or eliminate any of the provisions of this
Indenture, provided that any such change or elimination shall become effective
only when there is no Security Outstanding of any series created prior to the
execution of such supplemental indenture which is entitled to the benefit of
such provision; or

                  (6) to secure the Securities; or

                  (7) to establish the form or terms of Securities of any series
as permitted by Sections 2.01 and 3.01; or

                  (8) to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect to the Securities of
one or more series and to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, pursuant to the requirements
of Section 6.11(b); or




                                       54


                  (9) to cure any ambiguity, defect or inconsistency or to
correct or supplement any provision herein which may be inconsistent with any
other provision herein; or

                  (10) to make any change that does not materially adversely
affect the interests of the Holders of Securities of any series then
Outstanding; or

                  (11) to add Guarantees with respect to any or all of the
Securities; or

                  (12) to provide for uncertificated Securities in addition
to or in place of certificated Securities (provided that the uncertificated
Securities are issued in registered form for purposes of Section 163(f) of the
Internal Revenue Code or in a manner such that the uncertificated Securities are
described in Section 163(f)(2)(B) of such Code).

Upon request of the Company, accompanied by a Board Resolution authorizing the
execution of any such supplemental indenture, and upon receipt by the Trustee of
the documents described in (and subject to the last sentence of) Section 9.03,
the Trustee shall join with the Company in the execution of any supplemental
indenture authorized or permitted by the terms of this Indenture.

         Section 9.02 SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. With
the written consent of the Holders of a majority in aggregate principal amount
of the Outstanding Securities of each series affected by such supplemental
indenture (with the Securities of each series voting as a class), by Act of said
Holders delivered to the Company and the Trustee, the Company, when authorized
by a Board Resolution, and the Trustee shall, subject to Section 9.03, 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 of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,

                  (1) change the Stated Maturity of the principal of, or
premium, if any, or any installment of principal of or premium, if any, or
interest on, any Security, or reduce the principal amount thereof or the rate of
interest thereon or any premium payable upon the redemption, repurchase or
repayment thereof, or change the manner in which the amount of any principal
thereof or premium, if any, or interest thereon is determined, or reduce the
amount of the principal of any Original Issue Discount Security that would be
due and payable upon a declaration of acceleration of the Maturity thereof
pursuant to Section 5.02, or change any Place of Payment where, or the coin or
currency or currency unit in which, any Security or any premium or 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);

                  (2) reduce the percentage in principal amount of the
Outstanding Securities of any series, the consent of whose Holders is required
for any such supplemental indenture, or the consent of whose Holders is required
for any waiver of compliance with certain provisions of this Indenture or
Defaults or Events of Default hereunder and their consequences provided for in
this Indenture; or




                                       55


                  (3) modify any of the provisions of this Section, Section
5.13 or Section 10.06, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived without
the consent of the Holder of each Outstanding Security affected thereby;
provided, however, that this clause shall not be deemed to require the consent
of any Holder with respect to changes in the references to "the Trustee" and
concomitant changes in this Section and Section 10.06, or the deletion of this
proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(8).

A supplemental indenture which changes or eliminates any covenant or other
provisions of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

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

         Section 9.03 EXECUTION OF SUPPLEMENTAL INDENTURES. The Trustee
shall sign any supplemental indenture authorized pursuant to this Article,
subject to the last sentence of this Section 9.03. In executing, or accepting
the additional trusts created by, any supplemental indenture permitted by this
Article or the modifications thereby of the trusts created by this Indenture,
the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be
fully protected in relying upon, an Officers' Certificate and an Opinion of
Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture. The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture which affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise.

         Section 9.04 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.

         Section 9.05 CONFORMITY WITH TRUST INDENTURE ACT. Every
supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act as then in effect.

         Section 9.06 REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.
Securities of any series 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 of any series 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



                                       56


Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series.

         Section 9.07 SUBORDINATION UNIMPAIRED. This Indenture may not be
amended to alter the subordination of any of the Outstanding Securities without
the written consent of each holder of Senior Debt then outstanding that would be
adversely affected thereby.


                                   ARTICLE 10

                                    COVENANTS

         Section 10.01 PAYMENTS OF SECURITIES. With respect to each series
of Securities, the Company will duly and punctually pay the principal of (and
premium, if any) and interest on such Securities in accordance with their terms
and this Indenture, and will duly comply with all the other terms, agreements
and conditions contained in, or made in the Indenture for the benefit of, the
Securities of such series.

         Section 10.02 MAINTENANCE OF OFFICE OR AGENCY. The Company will
maintain an office or agency in each Place of Payment where Securities may be
surrendered for registration of transfer or exchange or for presentation for
payment, where notices and demands to or upon the Company in respect of the
Securities and this Indenture may be served. The Company will give prompt
written notice to the Trustee of the location, and any change in location, of
such office or agency. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the address of the Trustee as set forth in Section 1.05 hereof.

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. The Company
will give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or agency.

         Section 10.03 COMPLIANCE CERTIFICATES.

                  (a) The Company shall deliver to the Trustee within 90
days after the end of each fiscal year of the Company (which fiscal year
currently ends on December 31), an Officers' Certificate stating whether or not
the signer knows of any Default or Event of Default by the Company that occurred
prior to the end of the fiscal year and is then continuing. If the signer does
know of such a Default or Event of Default, the certificate shall describe each
such Default or Event of Default and its status and the specific section or
sections of this Indenture in connection with which such Default or Event of
Default has occurred. The Company shall also promptly notify the Trustee in
writing should the Company's fiscal year be changed so that the end thereof is
on any date other than the date on which the Company's fiscal year currently
ends.



                                       57


The certificate need not comply with Section 1.02 hereof, but shall comply with
Section 314(a)(4) of the Trust Indenture Act.

                  (b) The Company shall deliver to the Trustee, within 10
days after the occurrence thereof, notice of any acceleration which with the
giving of notice and the lapse of time would be an Event of Default within the
meaning of Section 5.01(5) hereof.

                  (c) The Company shall deliver to the Trustee forthwith
upon becoming aware of a Default or Event of Default (but in no event later than
10 days after the occurrence of each Default or Event of Default that is
continuing), an Officers' Certificate setting forth the details of such Default
or Event of Default and the action that the Company proposes to take with
respect thereto and the specific section or sections of this Indenture in
connection with which such Default or Event of Default has occurred.

         Section 10.04 WAIVER OF STAY, EXTENSION OR USURY LAWS. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim, and will actively
resist any and all efforts to be compelled to 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 from paying all or any portion of the principal of and/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)
the Company 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.

         Section 10.05 MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST. If
the Company shall at any time act as its own Paying Agent with respect to any
series of Securities, it will, on or before each due date of the principal of
(and premium, if any) or interest on any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal (and premium, if any) or interest so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided and will promptly notify the Trustee of its action or
failure so to act.

Whenever the Company shall have one or more Paying Agents for any series of
Securities, it will, on or prior to each due date of the principal of (and
premium, if any) or interest on any Securities of that series, deposit with a
Paying Agent a sum sufficient to pay the principal (and premium, if any) or
interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its action
or failure to so act.

The Company will cause each Paying Agent for any series of Securities (other
than the Trustee) to execute and deliver to the Trustee an instrument in which
such Paying Agent shall agree with the Trustee, subject to the provisions of
this Section, that such Paying Agent will:




                                       58


                  (1) hold all sums held by it for the payment of the
principal of (and premium, if any) or interest on Securities of that series in
trust for the benefit of the Persons entitled thereto until such sums shall be
paid to such Persons or otherwise disposed of as herein provided;

                  (2) give the Trustee notice of any default by the Company
(or any other obligor upon the Securities of that series) in the making of any
payment of principal (and premium, if any) or interest on the Securities of that
series; and

                  (3) at any time during the continuance of any such
default, upon the written request of the Trustee, forthwith pay to the Trustee
all sums so held in trust by such Paying Agent.

The Company may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or by Company Order
direct any Paying Agent to pay, to the Trustee all sums held in trust by the
Company or such Paying Agent, such sums to be held by the Trustee upon the same
trusts as those upon which such sums were held by the Company or such Paying
Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying
Agent shall be released from all further liability with respect to such money.

Any money deposited with the Trustee or any Paying Agent, or then held by the
Company, in trust for the payment of the principal of (and premium, if any) or
interest on any Security of any series and remaining unclaimed for one year
after such principal (and premium, if any) or interest has become due and
payable shall, subject to any applicable escheat laws, be paid to the Company on
Company Request, or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee of such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in a
newspaper published in the English language, customarily published on each
Business Day and of general circulation in _________________, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.

         Section 10.06 WAIVER OF CERTAIN COVENANTS. The Company may omit in
any particular instance to comply with any term, provision or condition set
forth in Article 8, Article 10 (other than Sections __ or __) or any covenant
specified as contemplated under Section 3.01 with respect to the Securities of
any series if before the time for such compliance the Holders of not less than a
majority in principal amount of the Outstanding Securities of such series shall,
by Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such term, provision or condition, but no such
waiver shall extend to or affect such term, provision or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect.




                                       59


                                   ARTICLE 11

                            REDEMPTION OF SECURITIES

         Section 11.01 APPLICABILITY OF ARTICLE. Securities of any series
which are redeemable before their Stated Maturity shall be redeemable in
accordance with their terms and (except as otherwise specified as contemplated
by Section 3.01 for Securities of any series) in accordance with this Article.

         Section 11.02 ELECTION TO REDEEM; NOTICE TO TRUSTEE. The election
of the Company to redeem any Securities shall be evidenced by a Board
Resolution. In case of any redemption at the election of the Company of less
than all the Securities of any series, the Company shall, at least 30 and not
more than 60 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date and of the principal amount of Securities of such series to be
redeemed. In the case of any redemption of Securities prior to the expiration of
any restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction.

         Section 11.03 SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED. If
less than all the Securities of any series are to be redeemed, the particular
Securities to be redeemed shall be selected prior to the giving of the
applicable notice of redemption to Holders by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, substantially
pro rata, by lot or by any other method as the Trustee considers fair and
appropriate and that complies with the requirements of the principal national
securities exchange, if any, on which such Securities are listed, and which may
provide for the selection for redemption of portions (equal to the minimum
authorized denomination for Securities of that series or any integral multiple
thereof) of the principal amount of Securities of such series of a denomination
larger than the minimum authorized denomination for Securities of that series;
provided that in case the Securities of such series have different terms and
maturities, the Securities to be redeemed shall be selected by the Company and
the Company shall give notice thereof to the Trustee.

The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.

For all purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of the Securities shall relate, in the
case of any Securities redeemed or to be redeemed only in part, to the portion
of the principal amount of such Securities which has been or is to be redeemed.

         Section 11.04 NOTICE OF REDEMPTION. Notice of redemption shall be
given by first-class mail, postage prepaid, mailed not less than 30 nor more
than 45 days prior to the Redemption Date, to each Holder of Securities to be
redeemed, at his address appearing in the Security Register.




                                       60


         All notices of redemption shall state:

                  (1) the Redemption Date;

                  (2) the Redemption Price;

                  (3) if less than all the Outstanding Securities of any
series are to be redeemed, the identification (and, in the case of partial
redemption, the principal amounts) of the particular Securities to be redeemed;

                  (4) that on the Redemption Date the Redemption Price will
become due and payable upon each such Security to be redeemed and, if
applicable, that interest thereon will cease to accrue on and after said date;

                  (5) the place or places where such Securities are to be
surrendered for payment of the Redemption Price;

                  (6) that the redemption is for a sinking fund, if such is the
case; and

                  (7) the CUSIP number, if any, of the Securities to be
redeemed.

Notice of redemption of Securities to be redeemed at the election of the Company
shall be given by the Company or, at the Company's request, by the Trustee in
the name and at the expense of the Company.

         Section 11.05 DEPOSIT OF REDEMPTION PRICE. On or prior to any
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 10.05) an amount of money sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on, all the Securities which are to be redeemed
on that date.

Unless any Security by its terms prohibits any sinking fund payment obligation
from being satisfied by delivering and crediting Securities (including
Securities redeemed otherwise than through a sinking fund), the Company may
deliver such Securities to the Trustee for crediting against such payment
obligation in accordance with the terms of such Securities and this Indenture.

         Section 11.06 SECURITIES PAYABLE ON REDEMPTION DATE. Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest. Upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be paid by the
Company at the Redemption Price, together with accrued interest to the
Redemption Date; provided, however, that installments of interest whose Stated
Maturity is on or prior to the Redemption Date shall be




                                       61


payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Regular
or Special Record Dates according to their terms and the provisions of Section
3.07.

If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal (and premium, if any) shall, until paid,
bear interest from the Redemption Date at the rate prescribed therefor in the
Security.

         Section 11.07 SECURITIES REDEEMED IN PART. Any Security which is to
be redeemed only in part shall be surrendered at an office or agency of the
Company at a Place of Payment therefor (with, if the Company or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or his attorney duly authorized in writing), 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 the same series and
Stated Maturity, of any authorized denomination as requested by such Holder, in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Security so surrendered.

                                   ARTICLE 12

                                  SINKING FUNDS

         Section 12.01 APPLICABILITY OF ARTICLE. The provisions of this
Article shall be applicable to any sinking fund for the retirement of Securities
of a series, except as otherwise specified as contemplated by Section 3.01 for
Securities of such series.

The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "MANDATORY SINKING FUND
PAYMENT," and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "OPTIONAL SINKING
FUND PAYMENT." If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 12.02. Each sinking fund payment shall be applied to the redemption
of Securities of any series as provided for by the terms of Securities of such
series.

         Section 12.02 SATISFACTION OF SINKING FUND PAYMENTS WITH
SECURITIES. The Company (1) may deliver Securities of a series (other than any
Securities previously called for redemption) and (2) may apply as a credit
Securities of a series which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
series; provided that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.




                                       62


         Section 12.03 REDEMPTION OF SECURITIES FOR SINKING FUND. Not less
than 45 days (or such shorter period reasonably acceptable to the Trustee) prior
to each sinking fund payment date for any series of Securities, the Company will
deliver to the Trustee an Officers' Certificate specifying the amount of the
next ensuing sinking fund payment for that series pursuant to the terms of that
series, the portion thereof, if any, which is to be satisfied by payment of cash
and the portion thereof, if any, which is to be satisfied by delivering and
crediting Securities of that series pursuant to Section 12.02 and will also
deliver to the Trustee any Securities to be so delivered (which have not been
previously delivered). Not less than 30 days before each such sinking fund
payment date the Trustee shall select the Securities to be redeemed upon such
sinking fund payment date in the manner specified in Section 11.03 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Section 11.04. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 11.06 and 11.07.

                                   ARTICLE 13

                       DEFEASANCE AND COVENANT DEFEASANCE

         Section 13.01 APPLICABILITY OF ARTICLE; COMPANY'S OPTION TO EFFECT
DEFEASANCE OR COVENANT Defeasance. Unless as otherwise specified as contemplated
by Section 3.01 for Securities of such series, provision is made for the
inapplicability of, in whole or in part, or any modification to, either or both
of (a) defeasance of the Securities of a series under Section 13.02 or (b)
covenant defeasance of the Securities of a series under Section 13.03, then the
provisions of such Section or Sections, as the case may be, together with the
other provisions of this Article, shall be applicable to the Securities of such
series and the Company may at its option by Board Resolution, at any time, with
respect to the Securities of such series elect to have either Section 13.02
(unless inapplicable) or Section 13.03 (unless inapplicable) be applied to the
Outstanding Securities of such series upon compliance with the applicable
conditions set forth below in this Article.

         Section 13.02 DEFEASANCE AND DISCHARGE. Upon the Company's exercise
of the option provided in Section 13.01 to defease the Outstanding Securities of
a particular series, the Company shall be discharged from its obligations with
respect to the Outstanding Securities of such series on the date the applicable
conditions set forth in Section 13.04 are satisfied (hereinafter, "DEFEASANCE").
Defeasance shall mean that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by the Outstanding Securities of
such series and to have satisfied all its other obligations under such
Securities and this Indenture insofar as such Securities are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same); provided, however, that the following rights,
obligations, powers, trusts, duties and immunities shall survive until otherwise
terminated or discharged hereunder: (A) the rights of Holders of Outstanding
Securities of such series to receive, solely from the trust fund provided for in
Section 13.04, payments in respect of the principal of (and 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 3.04, 3.05, 3.06,
10.02 and 10.05, (C) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and (D) this Article. Subject to compliance with this Article,
the Company may exercise its




                                       63


option with respect to defeasance under this Section 13.02 notwithstanding the
prior exercise of its option with respect to covenant defeasance under Section
13.03 in regard to the Securities of such series.

         Section 13.03 COVENANT DEFEASANCE. Upon the Company's exercise of
the option provided in Section 13.01 to obtain a covenant defeasance with
respect to the Outstanding Securities of a particular series, the Company shall
be released from its obligations under this Indenture and any applicable
supplemental indenture (except its obligations under Sections 3.04, 3.05, 3.06,
5.06, 5.09, 6.10, 10.01, 10.02, 10.03, 10.04 and 10.05) with respect to the
Outstanding Securities of such series on and after the date the applicable
conditions set forth in Section 13.04 are satisfied (hereinafter, "COVENANT
DEFEASANCE"). Covenant defeasance shall mean that, with respect to the
Outstanding Securities of such series, the Company may omit to comply with and
shall have no liability in respect of any term, condition or limitation set
forth in this Indenture and any applicable supplemental indenture (except its
obligations under Sections 3.04, 3.05, 3.06, 5.06, 5.09, 6.10, 10.01, 10.02,
10.03, 10.04 and 10.05), whether directly or indirectly by reason of any
reference elsewhere herein or by reason of any reference to any other provision
herein or in any other document, and such omission to comply shall not
constitute an Event of Default under Section 5.01(4) or any such supplemental
indenture with respect to Outstanding Securities of such series, and the
remainder of this Indenture and of the Securities of such series shall be
unaffected thereby.

         Section 13.04 CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE. The
following shall be the conditions to defeasance under Section 13.02 and covenant
defeasance under Section 13.03 with respect to the Outstanding Securities of a
particular series:

                  (1) The Company shall irrevocably have deposited or
caused to be deposited with the Trustee (or another trustee satisfying the
requirements of Section 6.09 who shall agree to comply with the provisions of
this Article applicable to it), under the terms of an irrevocable trust
agreement in form and substance reasonably satisfactory to such Trustee, 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) money 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 the
due date of any payment, money in an amount, or (C) a combination thereof, in
each case sufficient, after payment of all federal, state and local taxes or
other charges or assessments in respect thereof payable by the Trustee, 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 Trustee (or other qualifying
trustee) to pay and discharge, (i) the principal of (and premium, if any, on)
and each installment of principal of (and premium, if any) and interest on the
Outstanding Securities of such series on the Stated Maturity of such principal
or installment of principal or interest and (ii) any mandatory sinking fund
payments or analogous payments applicable to the Outstanding Securities of such
series on the day on which such payments are due and payable in accordance with
the terms of this Indenture and of such Securities.




                                       64


                  (2) No Default or Event of Default with respect to the
Securities of such series shall have occurred and be continuing on the date of
such deposit or shall occur as a result of such deposit.

                  (3) Such deposit, defeasance or covenant defeasance shall
not result in a breach or violation of, or constitute a default under, any other
material debt agreement or instrument to which the Company is a party or by
which it is bound.

                  (4) In the case of an election with respect to Section
13.02, the Company shall have delivered to the Trustee either (a) a ruling
directed to the Trustee received from the Internal Revenue Service to the effect
that the Holders of the Outstanding Securities of such series will not recognize
income, gain or loss for federal income tax purposes as a result of such
defeasance and will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such defeasance
had not occurred or (B) an Opinion of Counsel, based on such ruling or on a
change in the applicable federal income tax law since the date of this
Indenture, in either case to the effect that, and based thereon such opinion
shall confirm that, the Holders of the Outstanding Securities of such series
will not recognize income, gain or loss for federal income tax purposes as a
result of such defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such defeasance had not occurred.

                  (5) In the case of an election with respect to Section
13.03, the Company shall have delivered to the Trustee an Opinion of Counsel or
a ruling directed to the Trustee received from the Internal Revenue Service to
the effect that the Holders of the Outstanding Securities of such series 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.

                  (6) Such defeasance or covenant defeasance shall be
effected in compliance with any additional terms, conditions or limitations
which may be imposed on the Company in connection therewith pursuant to Section
3.01.

                  (7) The Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for relating to either the defeasance under
Section 13.02 or the covenant defeasance under Section 13.03 (as the case may
be) have been complied with.

         Section 13.05 DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD
IN TRUST. Subject to the provisions of the last paragraph of Section 10.05, all
money and Government Obligations (including the proceeds thereof) deposited with
the Trustee (or other qualifying trustee, collectively for purposes of this
Section 13.05, the "TRUSTEE") pursuant to Section 13.04 in respect of the
Outstanding Securities of a particular series shall be held in trust and applied
by the Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities of all sums due



                                       65


and to become due thereon in respect of principal (and 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 13.04 or the principal and interest received in respect
thereof, other than any such tax, fee or other charge which by law is for the
account of the Holders of the Outstanding Securities of such series.

Anything in this Article to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon Company Request any money
or Government Obligations held by it as provided in Section 13.04 with respect
to Securities of any series which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, are in excess of the amount thereof which
would then be required to be deposited for the purpose for which such money or
Government Obligations were deposited.

         Section 13.06 REINSTATEMENT. If the Trustee or the Paying Agent is
unable to apply any money or U.S. Government Obligations, as the case may be, in
accordance with this Article with respect to any Securities by reason of any
order or judgment of court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 13.02 or 13.03 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money or U.S. Government Obligations, as the case may be, held in trust
pursuant to Section 13.05 with respect to such Securities in accordance with
this Article; provided, however, that if the Company makes any payment of
principal of or any premium or interest on any such Security following such
reinstatement of its obligations, the Company shall be subrogated to the rights
(if any) of the Holders of such Securities to receive such payment from the
money or U.S. Government Obligations, as the case may be, so held in trust.

                                   ARTICLE 14

                                  SUBORDINATION

         Section 14.01 SECURITIES SUBORDINATED TO SENIOR DEBT. Except as
otherwise specified or contemplated by Section 3.01 or the other provisions of
this Agreement, the Company covenants and agrees, and each holder of a Security,
by his acceptance thereof, likewise covenants and agrees, that, to the extent
and in the manner hereinafter set forth in this Article, the payment of the
principal of and premium, if any, and interest on each and all of the Securities
are hereby expressly made subordinate and subject in right of payment to the
prior payment in full of all Senior Debt. The terms of this Article 14 may be
modified or amended for any series of Securities as contemplated by Section
3.01.

         Section 14.02 PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC. In
the event of (a) any insolvency or bankruptcy case or proceeding, or any
receivership, liquidation, reorganization or other similar case or proceeding in
connection therewith, relative to the Company or to its




                                       66


creditors or to its assets, or (b) any liquidation, dissolution or other winding
up of the Company, whether voluntary or involuntary and whether or not involving
insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or
any other marshalling of assets and liabilities of the Company, then and in any
such event specified in (a), (b) or (c) above (each such event, if any, a
"PROCEEDING") the holders of Senior Debt shall be entitled to receive payment in
full of all amounts due or to become due on or in respect of all Senior Debt, or
provision shall be made for such payment in cash or cash equivalents or
otherwise in a manner satisfactory to the holders of Senior Debt, before the
holders of the Securities are entitled to receive any payment or distribution of
any kind or character, whether in cash, property or securities, on account of
principal of or premium, if any, or interest on the Securities or on account of
any purchase or other acquisition of Securities by the Company, or any
Subsidiary of the Company (all such payments, distributions, purchases and
acquisitions herein referred to, individually and collectively, as a "SECURITIES
PAYMENT"), and to that end the holders of all Senior Debt shall be entitled to
receive, for application to the payment thereof, any Securities Payment which
may be payable or deliverable in respect of the Securities in any such
Proceeding.

In the event that, notwithstanding the foregoing provisions of this Section, the
Trustee or the holder of any Security shall have received any Securities Payment
before all Senior Debt is paid in full or payment thereof provided for in cash
or cash equivalents or otherwise in a manner satisfactory to the holders of
Senior Debt, and if such fact shall, at or prior to the time of such Securities
Payment, have been made known to the Trustee or, as the case may be, such
holder, then and in such event such Securities Payment shall be paid over or
delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee,
custodian, assignee, agent or other Person making payment or distribution of
assets of the Company for application to the payment of all Senior Debt
remaining unpaid, to the extent necessary to pay all Senior Debt in full, after
giving effect to any concurrent payment or distribution to or for the holders of
Senior Debt.

For purposes of this Article only, the words "any payment or distribution of any
kind or character, whether in cash, property or securities" shall not be deemed
to include a payment or distribution of stock or securities of the Company
provided for by a plan of reorganization or readjustment authorized by an order
or decree of a court of competent jurisdiction in a reorganization proceeding
under any applicable bankruptcy law or of any other corporation provided for by
such plan of reorganization or readjustment which stock or securities are
subordinated in right of payment to all then outstanding Senior Debt to
substantially the same extent as the Securities are so subordinated as provided
in this Article. The consolidation of the Company with, or the merger of the
Company into, another Person or the liquidation or dissolution of the Company
following the conveyance, transfer, sale or lease of all or substantially all of
its properties and assets to another Person upon the terms and conditions set
forth in Article 8 shall not be deemed a Proceeding for the purposes of this
Section if the Person formed by such consolidation or into which the Company is
merged or the Person which acquires by conveyance, transfer, sale or lease such
properties and assets, as the case may be, shall, as a part of such
consolidation, merger, conveyance, transfer, sale or lease comply with the
conditions set forth in Article 8.

         Section 14.03 NO PAYMENT WHEN SENIOR DEBT IN DEFAULT. In the event
that any series of Securities are declared due and payable before their
maturity, then and in such event the holders



                                       67


of the Senior Debt outstanding at the time such series of Securities so become
due and payable shall be entitled to receive payment in full of all amounts due
or to become due on or in respect of all Senior Debt, or provision shall be made
for such payment in cash or cash equivalents or otherwise in a manner
satisfactory to the holders of such Senior Debt, before the holders of the
Securities of such series are entitled to receive any Securities Payment.

In the event and during the continuation of any default in the payment of
principal or of premium, if any, or interest on any Senior Debt beyond any
applicable grace period with respect thereto, or in the event that any event of
default with respect to any Senior Debt shall have occurred and be continuing
permitting the holders of such Senior Debt (or a trustee, or other
representative on behalf of the holders thereof) to declare such Senior Debt due
and payable prior to the date on which it would otherwise have become due and
payable, unless and until such event of default shall have been cured or waived
or shall have ceased to exist and any such acceleration shall have been
rescinded or annulled, or in the event any judicial proceeding shall be pending
with respect to any such default in payment or event of default, then no
Securities Payment shall be made.

In the event that, notwithstanding the foregoing, the Company shall make any
Securities Payment to the Trustee or any holder prohibited by the foregoing
provisions of this Section, and if such fact shall, at or prior to the time of
such Securities Payment, have been made known to the Trustee or, as the case may
be, such holder, then and in such event such Securities Payment shall be paid
over and delivered forthwith to the Company.

The provisions of this Section shall not apply to any Securities Payment with
respect to which Section 14.02 would be applicable.

         Section 14.04 PAYMENT PERMITTED IF NO DEFAULT. Nothing contained in
this Article or elsewhere in this Indenture or in any of the Securities shall
prevent (a) the Company, at any time except during the pendency of any
Proceeding referred to in Section 14.02 or under the conditions described in
Section 14.03, from making Securities Payments, or (b) the application by the
Trustee of any money deposited with it hereunder to Securities Payments or the
retention of such Securities Payment by the holders, if at the time of such
application by the Trustee, it did not have actual knowledge that such
Securities Payment would have been prohibited by the provisions of this Article.

         Section 14.05 SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR DEBT.
Subject to the payment in full of all amounts due or to become due on or in
respect of Senior Debt, or the provision for such payment in cash or cash
equivalents or otherwise in a manner satisfactory to the holders of Senior Debt,
the holders of the Securities shall be subrogated to the rights of the holders
of such Senior Debt to receive payments and distributions of cash, property and
securities applicable to the Senior Debt until the principal of and premium, if
any, and interest on the Securities shall be paid in full. For purposes of such
subrogation, no payments or distributions to the holders of the Senior Debt of
any cash, property or securities to which the holders of the Securities or the
Trustee would be entitled except for the provisions of this Article, and no
payments over pursuant to the provisions of this Article to the holders of
Senior Debt by holders of the Securities or the Trustee, shall, as among the
Company, its creditors other than holders of Senior




                                       68




Debt and the holders of the Securities, be deemed to be a payment or
distribution by the Company to or on account of the Senior Debt.

         Section 14.06 PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS. The
provisions of this Article are and are intended solely for the purpose of
defining the relative rights of the holders on the one hand and the holders of
Senior Debt on the other hand. Nothing contained in this Article or elsewhere in
this Indenture or in the Securities is intended to or shall (a) impair, as among
the Company, its creditors other than holders of Senior Debt and the holders of
the Securities, the obligation of the Company, which is absolute and
unconditional (and which, subject to the rights under this Article of the
holders of Senior Debt, is intended to rank equally with all other general
obligations of the Company), to pay to the holders of the Securities the
principal of and premium, if any, and interest on the Securities as and when the
same shall become due and payable in accordance with their terms; or (b) affect
the relative rights against the Company of the holders of the Securities and
creditors of the Company other than the holders of Senior Debt; or (c) prevent
the Trustee or the holder of any Security from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the
rights, if any, under this Article of the holders of Senior Debt to receive
cash, property and securities otherwise payable or deliverable to the Trustee or
such holder.

         Section 14.07 TRUSTEE TO EFFECTUATE SUBORDINATION. Each holder of a
Security by his acceptance thereof authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to effectuate the
subordination provided in this Article and appoints the Trustee his
attorney-in-fact for any and all such purposes.

         Section 14.08 NO WAIVER OF SUBORDINATION PROVISIONS. No right of
any present or future holder of any Senior Debt to enforce subordination as
herein provided 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 by any act or failure to
act, in good faith, by any such holder, or by any noncompliance by the Company
with the terms, provisions and covenants of this Indenture, regardless of any
knowledge thereof any such holder may have or be otherwise charged with.

Without in any way limiting the generality of the foregoing paragraph, 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 responsibility to the holders of the Securities and without impairing
or releasing the subordination provided in this Article or the obligations
hereunder of the holders of the Securities to the holders of Senior Debt, do any
one or more of the following: (i) change the manner, place or terms of payment
or extend the time of payment of, or renew or alter, Senior Debt, or otherwise
amend or supplement in any manner Senior Debt or any instrument evidencing the
same or any agreement under which Senior Debt is outstanding; (ii) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior Debt; (iii) release any Person liable in any manner
for the collection of Senior Debt; and (iv) exercise or refrain from exercising
any rights against the Company and any other Person.

         Section 14.09 NOTICE TO TRUSTEE. The Company shall give prompt
written notice to the Trustee of any fact known to the Company which would
prohibit the making of any payment to



                                       69


or by the Trustee in respect of the Securities. Notwithstanding the provisions
of this Article or any other provision of this Indenture, the Trustee shall not
be charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee in respect of the Securities, unless
and until a Responsible Officer of the Trustee shall have received written
notice thereof from the Company or a holder of Senior Debt or from any trustee
therefor or representative thereof; and, prior to the receipt of any such
written notice, the Trustee shall be entitled in all respects to assume that no
such facts exist; provided, however, that if the Trustee shall not have received
the notice provided for in this Section at least one full Business Day prior to
the date upon which by the terms hereof any money may become payable for any
purpose (including, without limitation, the payment of the principal of and
premium, if any, or interest on any Security), then, anything herein contained
to the contrary notwithstanding, the Trustee shall have full power and authority
to receive such money and to apply the same to the purpose for which such money
was received and shall not be affected by any notice to the contrary which may
be received by it within one full Business Day prior to such date.

Subject to the provisions of Section 6.01, 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 therefor or representative thereof) to
establish that such notice has been given by a holder of Senior Debt (or a
trustee therefor or representative thereof). In the event that the Trustee
determines in good faith that further evidence is required with respect to the
right of any Person as a holder of Senior Debt to participate in any payment or
distribution pursuant to this Article, 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, and if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the rights of such Person to receive such payment.

         Section 14.10 RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF
LIQUIDATING AGENT. Upon any payment or distribution of assets of the Company
referred to in this Article, the Trustee, subject to the provisions of Section
6.01, and the holders of the Securities shall be entitled to rely upon any order
or decree entered by any court of competent jurisdiction in which such
Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee for the benefit of creditors, agent or
other Person making such payment or distribution, delivered to the Trustee or to
the holders of Securities, for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of the Senior Debt
and other indebtedness of the Company, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article.

         Section 14.11 TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR DEBT. The
Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
Debt and shall not be liable to any such holders if it shall in good faith
mistakenly pay over or distribute to holders of Securities or to the Company or
to any other Person cash, property or securities to which any holders of Senior
Debt shall be entitled by virtue of this Article or otherwise. The Trustee shall
not be charged with knowledge of the existence of Senior Debt or of any facts
that would prohibit any payment hereunder unless a Responsible Officer of the
Trustee shall have received notice to that



                                       70


effect at the address of the Trustee set forth in Section 1.05. 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 and no implied covenants or obligations with respect to holders of
Senior Debt shall be read into this Indenture against the Trustee.

         Section 14.12 RIGHTS OF TRUSTEE AS HOLDER OF SENIOR DEBT;
PRESERVATION OF TRUSTEE'S RIGHTS. The Trustee in its individual capacity shall
be entitled to all the rights set forth in this Article with respect to any
Senior Debt which may at any time be held by it, to the same extent as any other
holder of Senior Debt, and nothing in this Indenture shall deprive the Trustee
of any of its rights as such holder.

Nothing in this Article shall apply to claims of, or payments to, the Trustee
under or pursuant to Section 6.07.

         Section 14.13 ARTICLE APPLICABLE TO PAYING AGENTS. In case at any
time any paying agent other than the Trustee shall have been appointed by the
Company and be then acting hereunder, the term "TRUSTEE" as used in this Article
shall in such case (unless the context otherwise requires) be construed as
extending to and including such paying agent within its meaning as fully for all
intents and purposes as if such paying agent were named in this Article in
addition to or in place of the Trustee; provided, however, that Sections 14.09
and 14.12 shall not apply to the Company or any Affiliate of the Company if it
or such Affiliate acts as Paying Agent.

                                   ARTICLE 15

                                   GUARANTEES

         Section 15.01 GUARANTEE. Any series of Securities may be guaranteed
by one or more of the Guarantors. The terms and the form of any such Guarantee
will be established in the manner contemplated by Section 3.01 for that
particular series of Securities.




                                       71



         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, all as of the day and year first above written.

                                   REGENT BROADCASTING, INC.


                                   By: _______________________________________
                                       Name: _________________________________
                                       Title:___________________________________

Attest:

- ----------------------
Name:_________________
Title:__________________


                                   [-------------------]
                                   as Trustee


                                   By: ________________________________________
                                       Name: __________________________________
                                       Title:__________________________________

Attest:

- ------------------------
Name: __________________
Title: ____________________


                                   [GUARANTOR]


                                   By: __________________________________
                                       Name: ________________________________
                                       Title: _________________________________


Attest: ______________________
Name: ______________________
Title: _______________________



                                       72

EX-23.2

                                                                    EXHIBIT 23.2

                       CONSENT OF INDEPENDENT ACCOUNTANTS
                       ----------------------------------


         We hereby consent to the incorporation by reference in this
Registration Statement on Form S-3 of our report dated March 13, 2002 relating
to the financial statements and financial statement schedule, which appears in
Regent Communications, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 2001. We also consent to the reference to us under the heading
"Experts" in such Registration Statement.

/s/ PRICEWATERHOUSECOOPERS, LLP
Cincinnati, Ohio
March 18, 2002