GREAT AMERICAN COMMUNICATIONS CO, S-4, 1994-04-13

GREAT AMERICAN COMMUNICATIONS CO
S-4, 1994-04-13
TELEVISION BROADCASTING STATIONS

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As filed with the Securities and Exchange Commission on April 13, 1994
Registration No. 33-______

================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________

FORM S-4
REGISTRATION STATEMENT
GREAT AMERICAN COMMUNICATIONS COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED ON ITS CHARTER)

FLORIDA 4833 59-2054850
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION
NUMBER)

ONE EAST FOURTH STREET
CINCINNATI, OHIO 45202
(513) 562-8000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

SAMUEL J. SIMON
General Counsel and Secretary
Great American Communications Company
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2542
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
__________________

WITH COPIES TO:

PAUL V. MUETHING, ESQ.
KEATING, MUETHING & KLEKAMP
1800 PROVIDENT TOWER
ONE EAST FOURTH STREET
CINCINNATI, OHIO 45202
(513) 579-6400
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)

Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
____________________

If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. /__/

___________________

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Title of Each Class of | Amount to be | Proposed Maximum Offering | Proposed Maximum Aggregate Amount of
Securities to be Registered | Registered | Price Per Note(1) | Offering Price(1) Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> | <C> | <C> | <C> <C>
9 3/4% Series B Senior | $200,000,000 | 100% | $200,000,000 $68,966.00
Subordinated Notes due 2004 | | |
===================================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).
</TABLE>

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
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 THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
================================================================================

<PAGE>
GREAT AMERICAN COMMUNICATIONS COMPANY

CROSS REFERENCE SHEET
Pursuant to Item 501(b) of Regulation S-K

<TABLE>
<CAPTION>
Form S-4 Item Number and Heading Prospectus Caption or Location
-------------------------------- ------------------------------
<S> <C>
A. Information About the Transaction
1. Forepart of the Registration Statement and Outside Front Outside Front Cover Page
Cover Page of Prospectus

2. Inside Front and Outside Back Cover Pages of Prospectus Inside Front Cover Page; Available Information;
Incorporation of Certain Documents by Reference

3. Risk Factors, Ratio of Earnings to Fixed Charges, and Prospectus Summary; Selected Financial Data; Risk
Other Information Facotrs

4. Terms of the Transaction Prospectus Summary; Use of Proceeds; The Exchange
Offer: Certain Federal Income Tax Considerations;
Description of Series B Notes

5. Pro Forma Financial Information Not Applicable

6. Material Contacts with the Company Being Acquired Not Applicable

7. Additional Information Required for Reoffering Persons Not Applicable
and Parties Deemed to be Underwriters

8. Interests of Named Experts and Counsel Legal Matters; Experts

9. Disclosure of Commission Position on Indemnification for Not Applicable
Securities Act Liabilities

B. Information About the Registrants
10. Information With Respect to S-3 Registrants Available Information; Incorporation of Certain
Documents by Reference; Prospectus Summary; Selected
Finiancial Data

11. Incorporation of Certain Information by Reference Available Information; Incorporation of Certain
Documents by Reference

12. Information With Respect to S-2 or S-3 Registrants Not Applicable

13. Incorporation of Certain Information by Reference Not Applicable

14. Information With Respect to Registrants Other Than S-3 or Not Applicable
S-2 Registrants
C. Information About the Company Being Acquired

15. Information With Respect to S-3 Companies Not Applicable

16. Information With Respect to S-2 or S-3 Companies Not Applicable
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
Form S-4 Item Number and Heading Prospectus Caption or Location
-------------------------------- ------------------------------
<S> <C>
17. Information With Respect to Companies Other Than S-3 or Not Applicable
S-2 Companies

D. Voting and Management Information

18. Information if Proxies, Consents or Authorizations are to Not Applicable
be Solicited

19. Information if Proxies, Consents or Authorizations are not Available Information; Incorporation of Certain
to be Solicited, or in an Exchange Offer Documents by Reference
</TABLE>

<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

PROSPECTUS
SUBJECT TO COMPLETION, DATED APRIL 13, 1994
OFFER TO EXCHANGE ALL OUTSTANDING
9 3/4% SERIES A SENIOR SUBORDINATED
NOTES DUE 2004
FOR
9 3/4% SERIES B SENIOR SUBORDINATED
NOTES DUE 2004
OF
GREAT AMERICAN COMMUNICATIONS COMPANY
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
EASTERN TIME, ON JUNE ___, 1994, UNLESS EXTENDED.

____________________

Great American Communications Company, a Florida corporation ("GACC" or the
"Company"), hereby offers, upon the terms and subject to the conditions set
forth in this Prospectus and the accompanying Letter of Transmittal (which
together constitute the "Exchange Offer"), to exchange up to $200,000,000 of
9 3/4% Series B Senior Subordinated Notes Due 2004 (the "Series B Notes") of the
Company for a like principal amount of the issued and outstanding 9 3/4% Series
A Senior Subordinated Notes Due 2004 (the "Series A Notes" and, with the Series
B Notes, the "Notes") of the Company from the holders (the "Holders") thereof.
The terms of the Series B Notes are identical in all material respects to the
Series A Notes, except for certain transfer restrictions and registration
rights relating to the Series A Notes and except that, if the Exchange Offer is
not consummated by June 15, 1994, the Company will have to pay Holders of
Series A Notes $.05 per $1,000 principal amount of Series A Notes outstanding
for each week that the Exchange Offer is not consummated. See "The Exchange
Offer".

The Series B Notes are being offered to satisfy obligations of the Company
contained in the Registration Rights Agreement dated as of February 18, 1994,
among the Company and the entities which initially purchased the Series A Notes
from the Company on February 18, 1994 (the "Registration Rights Agreement").
Based on interpretations by the staff of the Securities and Exchange Commission
(the "Commission"), Series B Notes issued pursuant to the Exchange Offer in
exchange for Series A Notes may be offered for resale, resold and otherwise
transferred by Holders thereof (other than any such Holder which is an
"affiliate" of the Company within the meaning of Rule 405 under the Securities
Act of 1933, (the "Securities Act")) without compliance with the registration
and prospectus delivery provisions of the Securities Act provided that such
Series B Notes are acquired in the ordinary course of such Holder's business
and such Holders have no arrangement with any person to participate in the
distribution of the Series B Notes.

The Company will not receive any proceeds from the Exchange Offer. The
Company will pay all the expenses incident to the Exchange Offer. Tenders of
Series A Notes pursuant to the Exchange Offer may be withdrawn at any time
prior to the Expiration Date. If the Company terminates the Exchange Offer and
does not accept for exchange any Series A Notes, the Company will promptly
return such Series A Notes to the Holders thereof. See "The Exchange Offer".

Each broker-dealer that receives Series B Notes for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Series B Notes. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Series B Notes received in exchange for Series A Notes where
such Series A Notes were acquired by such broker-dealer as a result of
market-making activities or other trading activities. The Company has agreed
that, for a period of 180 days after the Expiration Date (as defined herein),
it will make this Prospectus available to any broker-dealer for use in
connection with any such resale. See "The Exchange Offer--Requirements
Applicable to Broker-Dealers".
____________________

Prior to this Exchange Offer, there has been no public market for the
Series A Notes. If a market for the Series B Notes should develop, the Series
B Notes could trade at a discount from their principal amount. The Company
does not intend to list the Series B Notes on any securities exchange or to
seek approval for quotation through any automated quotation system. There can
be no assurance that an active public market for the Series B Notes will
develop.

See "Risk Factors" for a description of certain risks to be considered by
Holders who tender their Series A Notes in the Exchange Offer.
_____________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRE-
SENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is June __, 1994

<PAGE>
AVAILABLE INFORMATION

The Company has filed a Registration Statement on Form S-4 (the
"Registration Statement") with the Commission under the Securities Act with
respect to the Series B Notes offered hereby. This Prospectus omits certain
information, exhibits and undertakings contained in the Registration Statement.
Such additional information, exhibits and undertakings can be inspected at and
obtained from the Commission in the manner set forth below. For further
information with respect to the securities offered hereby and the Company,
reference is made to the Registration Statement and the financial schedules,
and exhibits filed as a part thereof. Statements contained in this Prospectus
as to the terms of any contract or other document are not necessarily complete;
with respect to each such contract, agreement or other document filed as an
exhibit to the Registration Statement. Reference is made to the exhibits for a
more complete description of the matter involved.

The Company is subject to the information reporting requirements of
the Securities Exchange Act of 1934, (the "Exchange Act"), and in accordance
therewith files periodic reports and other information with the Commission.
Such reports and other information filed with the Commission, as well as the
Registration Statement, can be inspected and copied at the public reference
facilities of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the Commission's regional offices located at Suite 1400, 500 West
Madison Avenue, Chicago, Illinois 60611, and at 7 World Trade Center, 13th
Floor, New York, New York 10048. Copies of such material can also be obtained
by mail from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. Reports filed after
December 31, 1993 can be inspected at the offices of the NASDAQ-NMS where the
Company's Class A Common Stock is traded at 1735 K Street, N.W., Washington,
D.C. 20006.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the Commission (File No. 1-8283)
pursuant to the Exchange Act are incorporated herein by reference:

1. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993 (the "Annual Report").

All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this
offering shall be deemed to be incorporated by reference in this Prospectus and
to be a part of this Prospectus from the date of filing thereof. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Prospectus.

THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE UPON
REQUEST FROM THE COMPANY AT THE ADDRESS AND PHONE NUMBER SET FORTH BELOW. IN
ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE BY
____________ ___, 1994.

The Company will provide without charge to each person to whom a
copy of this Prospectus is delivered, upon the written or verbal request of any
such person, a copy of any or all of the documents which have been incorporated
herein by reference, other than exhibits to such documents (unless such
exhibits are specifically incorporated by reference into such documents).
Requests for such documents should be directed to Great American Communications
Company, One East Fourth Street, Cincinnati, Ohio 45202, Attention:
Secretary, Telephone (513) 579- 2542.

- 2 -

<PAGE>

PROSPECTUS SUMMARY

THIS SUMMARY IS QUALIFIED BY THE MORE DETAILED INFORMATION
(INCLUDING FINANCIAL INFORMATION AND THE NOTES THERETO) APPEARING ELSEWHERE IN
THIS PROSPECTUS. UNLESS THE CONTEXT OTHERWISE REQUIRES, ALL REFERENCES IN THE
PROSPECTUS TO THE COMPANY OR GREAT AMERICAN COMMUNICATION COMPANY INCLUDE THE
COMPANY AND ITS CONSOLIDATED SUBSIDIARIES. PROSPECTIVE INVESTORS IN THE SERIES
B NOTES OFFERED HEREBY SHOULD CONSIDER, AMONG OTHER THINGS, THE MATTERS SET
FORTH IN "RISK FACTORS."

THE COMPANY

The Company is engaged primarily in the ownership and operation of
television and radio stations and derives substantially all of its revenue from
the sale of advertising time. At March 31, 1994, through its principal
operating subsidiary, Great American Television and Radio Company, Inc.
("GATR"), the Company owned six network-affiliated television stations, eleven
FM radio stations and five AM radio stations.

GATR plans in the near future to purchase, sell or exchange radio stations
in order to avail itself of the considerable operating opportunities presented
by new radio duopoly rules which permit ownership of up to two AM and two FM
stations in markets in which GACC presently has radio operations. In
furtherance of this strategy, GATR expects to close by June 30, 1994 the
purchase of one FM radio station and has recently announced an agreement in
principle to acquire an additional FM radio station. These purchases will be
financed, in part, by the sales of three of GACC's currently owned radio
stations. Management has also recently received expressions of interest from
third parties regarding the purchase or sale of television stations and radio
stations that do not present immediate duopoly opportunities. In several
cases, discussions have ensued and are continuing between management and such
interested third parties regarding transactions of this nature, but no
agreements have been reached as management intends to continue its evaluation
of potential sales and purchases in light of prevailing market and economic
conditions, business prospects, industry trends and regulatory developments,
and to recommend to the Company's Board of Directors those proposals which may
best maximize shareholder values.

The corporate structure of the Company and its subsidiaries, the common
stock of each of which is wholly owned, directly or indirectly, by the Company,
is currently as follows:
______________________________
| GACC |
------------------------------
|
|
_______________|______________
| GREAT AMERICAN |
| BROADCASTING |
| COMPANY ("GABCO") |
------------------------------
|
|
_______________|_______________
| Great American |
| Television and |
| Radio Holdings, Inc. |
| ("GATR HOLDINGS") |
-------------------------------
|
|---------------------|---------------------|
| |
| |
___________|_________________ ________________|________________
| GATR | | Leisure Systems, Inc. |
| | | ("Leisure") |
----------------------------- ---------------------------------

- 3 -

<PAGE>

Unless the context otherwise requires, all references herein to the
business and operations of the Company include the business and operations of
its subsidiaries and are not intended to imply exact corporate relationships.
The principal offices of the Company is located at One East Fourth Street,
Cincinnati, Ohio 45202 and its telephone number is (513) 562-8000.

RESTRUCTURING/PREPACKAGED BANKRUPTCY

The term "Restructuring" as used herein means, collectively, the financial
restructuring of the Company and its subsidiaries pursuant to the Prepackaged
Plan (as defined below), the Senior Debt Restructuring (as defined below), the
Merger (as defined below) and the Common Stock Exchange (as defined below).

The Prepackaged Plan consisted of a separate chapter 11 plan of
reorganization for the Company and two corporations which were at the time
wholly owned subsidiaries of the Company, GACC Holding Company and New GACC
Holdings, Inc. (such entities are collectively referred to as the "Debtors")
which were filed in Bankruptcy Court in November, 1993. The Prepackaged Plans
were confirmed by the Bankruptcy Court on December 7, 1993 and consummated on
December 28, 1993. The Senior Debt Restructuring consisted of (i) the
refinancing of the indebtedness incurred under the bank credit facility
provided to the operating subsidiaries of the Company and guaranteed by the
Debtors (the "Bank Credit Facility") to effect an extension of the amortization
thereof and certain other proposed changes to the Bank Credit Facility, (ii)
GATR obtaining a new loan in the amount of $17.5 million secured by the assets
of WGHP-TV, Greensboro/High Point, North Carolina (the "New WGHP Loan"), and
(iii) the exchange (the "13% Notes Exchange") of $111.5 million of 13% Senior
Subordinated Notes due 2000 of GABCO for new 13% Senior Subordinated Notes due
2001 (the "New 13% Notes") pursuant to the 13% Notes Exchange Agreement (the
"13% Notes Exchange Agreement"). The Merger refers to the mergers of GACC
Holding Company and New GACC Holdings, Inc. into the Company. The Common Stock
Exchange means the one-for-three hundred exchange of Class A Common Stock for
the Company's Common Stock outstanding immediately prior to the Effective Date
of the Prepackaged Plan. The Senior Debt Restructuring, the Merger and the
Common Stock Exchange were consummated concurrently with the consummation of
the Prepackaged Plan. Pursuant to the 13% Notes Exchange Agreement, a new
wholly owned subsidiary of GABCO, Great American Television and Radio Holdings,
Inc. ("GATR Holdings"), which owns all of the stock of GATR and Leisure, was
formed in connection with the Restructuring.

BACKGROUND OF EXCHANGE OFFER;
RECENT SECURITIES OFFERING AND RELATED MATTERS

On February 18, 1994, the Company sold $200,000,000 principal amount of
Series A Notes to certain funds and other accounts managed or advised by
Fidelity Management and Research Company (collectively, the "Series A
Purchasers") for an aggregate purchase price of $195,350,000. The Series A
Notes were issued with original issue discount of $23.25 per $1,000 of face
amount.

The Company used approximately $113 million of the proceeds from the sale
of the Series A Notes to fund the prepayment of all of the outstanding 13%
Senior Subordinated Notes due 2001 (the "13% Notes") issued by GABCO and
approximately $79 million of the proceeds from the sale of Series A Notes to
redeem the Company's 14% Senior Extendable PIK Notes initially due June 30,
2001 (the "14% Notes"). The 13% Notes and the 14% Notes had been issued in the
Restructuring.

- 4 -

<PAGE>

The Series A Notes were sold pursuant to exemptions from the registration
requirements of the Securities Act and applicable state securities laws. The
Company structured the offering of the Series A Notes as a private placement to
raise funds on a more expeditious basis than would have been possible had the
initial sale been pursuant to an offering registered under the Securities Act.
The Series A Purchasers, as a condition to their purchase of the Series A
Notes, required the Company to enter into the Registration Rights Agreement
pursuant to which the Company agreed, among other things, to commence the
Exchange Offer promptly following the offering of the Series A Notes. The
Company has filed the Registration Statement of which this Prospectus is a part
pursuant to the Registration Rights Agreement. See "Recent Securities Offering
and Other Recent Developments -- Registration Rights Agreement."

<TABLE>
<CAPTION>
SERIES B NOTES
<S> <C>
Notes Offered . . . . . . . . . . . . . . . . . . . . $200,000,000 principal amount of 9 3/4% Series B
Senior Subordinated Notes due 2004.

Maturity Date . . . . . . . . . . . . . . . . . . . . February 15, 2004.
Interest Payment Dates . . . . . . . . . . . . . . . February 15 and August 15, commencing August 15,
1994.

Optional Redemptions . . . . . . . . . . . . . . . . The Series B Notes are redeemable at any time on
or after February 15, 1999 in whole or in part, at
the option of the Company at the redemption prices
set forth herein, plus accrued and unpaid interest
to the date of redemption. See "Description of
Notes."

In addition, at any time prior to December 31,
1996, the Company may, subject to certain
limitations, redeem up to 25% of the original
aggregate principal amount of the Series B Notes
with the net proceeds of one or more public
offerings of equity securities at 108.875% of par,
plus accrued and unpaid interest to the date of
redemption.

Prior to February 15, 1999, upon the occurrence of
a Change of Control (as defined under "Description
of Notes"), the Company may, subject to certain
limitations, make an offer to each Holder to
purchase Series B Notes at a purchase price equal
to the principal amount thereof, plus accrued and
unpaid interest thereon to the date of purchase,
plus the Applicable Premium (as defined under
"Description of Notes").

Prior to December 31, 1996, upon the occurrence of
an Asset Sale (as defined under "Description of
Notes") the Company may, subject to certain
limitations, make an offer to purchase Series B
Notes at redemption prices set forth herein. See
"Description of Notes."

</TABLE>
- 5 -

<PAGE>

<TABLE>
<S> <C>
Mandatory Purchase Offers

Change of Control . . . . . . . . . . . . . . . . . Upon the occurrence of a Change of Control (as
defined under "Description of Notes"), the Company
will be required to make an offer to each Holder
to purchase all of such Holder's Series B Notes at
a purchase price equal to 101% of the principal
amount thereof, plus accrued and unpaid interest
thereon to the date of purchase.

Asset Sales . . . . . . . . . . . . . . . . . . . . . At any time that the aggregate amount of Available
Proceeds (as defined under "Description of Notes")
from an Asset Sale exceeds $15,000,000, the
Company shall, subject to certain limitations,
commence an offer to purchase the maximum
principal amount of Series B Notes that may be
purchased out of such Available Proceeds, at an
offer price in cash equal to 100% of the principal
amount thereof, plus accrued and unpaid interest
to the date of purchase.

Original Issue Discount . . . . . . . . . . . . . . . The Series A Notes were issued on February 18,
1994 with an original issue discount ("Original
Issue Discount" or "OID") of $23.25 for $1,000
face amount of Series A Notes. Because the Series
B Notes will be treated as a continuation of the
Series A Notes for Federal income tax purposes,
the Series B Notes will be deemed to have Original
Issue Discount. Prospective Holders of the Series
B Notes should be aware that accrued Original
Issue Discount will be includable, periodically,
in a Holder's gross income for federal income tax
purposes prior to redemption or other disposition
of such Holder's Series B Notes, whether or not
such Series B Notes are ultimately redeemed, sold
(to the Company or otherwise) or paid at maturity.
See "Certain Federal Income Tax Considerations."

Ranking . . . . . . . . . . . . . . . . . . . . . . . The Series B Notes are general unsecured
obligations of the Company and are subordinated in
right of payment to all existing debt of
subsidiaries and future Senior Indebtedness (as
defined under "Description of Notes") of the
Company. As of March 31, 1994, such outstanding
Senior Indebtedness was approximately $236.3
million.

</TABLE>

- 6 -

<PAGE>

<TABLE>
<S> <C>
Certain Covenants . . . . . . . . . . . . . . . . . . The indenture governing the Notes (the
"Indenture") restricts, among other things, (a)
the making of Restricted Payments (as defined
under "Description of Notes," (b) the incurrence
of additional Indebtedness of the Company and its
subsidiaries, (c) transactions with affiliates,
(d) the creation of liens, (e) the payment of
taxes and other claims, (f) the right of the
Company and its subsidiaries to enter into any
agreement which restricts their ability to make
upstream payments, and (g) the Company's ability
to consolidate or merge with or into, or to
transfer all or substantially all of its assets
to, another person. These restrictions are
subject to a number of important qualifications
and exceptions. See "Description of Notes."

THE EXCHANGE OFFER

Securities Offered . . . . . . . . . . . . . . . . . Up to $200,000,000 principal amount of 9 3/4% Series B Senior
Subordinated Notes Due 2004. The terms of the Series B Notes and
the Series A Notes are identical in all material respects, except
for certain transfer restrictions, registration rights and certain
liquidated damage provisions relating to the Series A Notes.
The Exchange Offer . . . . . . . . . . . . . . . . . The Series B Notes are being offered in exchange for a like
principal amount of Series A Notes. The issuance of the Series B
Notes is intended to satisfy obligations of the Company contained
in the Registration Rights Agreement. For procedures for
tendering, see "The Exchange Offer".

Tenders, Expiration Date, Withdrawal . . . . . . . . The Exchange Offer will expire at 5:00 P.M., Eastern Time, on June
___, 1994, or such later date and time to which it is extended.
The tender of Series A Notes pursuant to the Exchange Offer may be
withdrawn at any time prior to the Expiration Date. Any Series A
Notes not accepted for exchange for any reason will be returned
without expense to the tendering Holder thereof as promptly as
practicable after the expiration or termination of the Exchange
Offer.

Federal Income Tax Consequences . . . . . . . . . . . The exchange pursuant to the Exchange Offer will not result in any
income, gain or loss to the Holders or the Company for any federal
income tax purposes. See "Certain Federal Income Tax
Considerations".

</TABLE>

- 7 -

<PAGE>

<TABLE>
<S> <C>
Use of Proceeds . . . . . .. . . . . . . . . . . . . There will be no proceeds to the Company from the exchange pursuant
to the Exchange Offer.

Exchange Agent . . . . . .. . . . . . . . . . . . . Securities Transfer Company is serving as Exchange Agent in
connection with the Exchange Offer.
</TABLE>

RISK FACTORS

Prospective investors in the Series B Notes should consider
carefully all of the information set forth in this Prospectus and, in
particular, should evaluate the specific factors set forth under "Risk Factors"
for risks involved with an investment in the Series B Notes.

- 8 -

<PAGE>

<TABLE>
SUMMARY FINANCIAL DATA

The following table sets forth certain data (in millions) and should
be read in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" contained in the Annual Report:

<CAPTION>
Predecessor (a) Reorganized
--------------------------------------------------------- GACC
1989 1990 1991 1992 1993 1993
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Statement of Operations Data:
-----------------------------
Consolidated net revenues $ 200 $ 210 $ 202 $ 211 $ 205 N/A
Operating income (loss) (b) 26 25 12 (642) 40 N/A
Loss from continuing operations (77) (58) (33) (613) (67) N/A
Net earnings (loss) (c) (103) (46) 84 (597) 341 N/A
Per share data (d) - - - - - -

Balance Sheet Data (e):
-----------------------
Consolidated assets $1,921 $1,803 $1,475 $ 714 N/A $720
Consolidated long-term debt 1,191 1,135 693 635 N/A 433
Minority interest, preferred stock of
subsidiary 251 251 251 275 N/A -
Shareholders' equity (deficit) 178 133 258 (339) N/A 139

<FN>
(a) For purposes of this table, the term "Predecessor" refers to GACC prior to
its emergence from chapter 11 bankruptcy in December, 1993.

(b) GACC reduced the recorded amount of its intangible assets as of December
31, 1992 by $658.3 million to reflect the carrying value of its
broadcasting assets at estimated current market values at that time.

(c) Net earnings for the year ended December 31, 1993 includes, as an
extraordinary item, a one-time gain of $414.5 million relating to debt
discharged in the Restructuring.

(d) Per share data are not presented for the Predecessor due to the general
lack of comparability as a result of the Restructuring.

(e) Balance sheet data at December 31, 1993 reflects the adoption of
fresh-start reporting. The application and effects of fresh-start
reporting is discussed in more detail in Note B to GACC's Financial
Statements.

N/A - not applicable

As a result of GACC's emergence from bankruptcy and its adoption of
fresh-start reporting as of December 31, 1993, GACC's Balance Sheet at and
after December 31, 1993 and its Statements of Operations for periods after
December 31, 1993 will not be comparable to the Financial Statements for prior
periods. See Notes to Financial Statements.

</TABLE>

- 9 -

<PAGE>
RISK FACTORS

In addition to the other information in this Prospectus, prospective
investors should consider carefully the following factors before acquiring the
Series B Notes offered hereby.

LEVERAGE OF THE COMPANY

Although completion of the Restructuring reduced the Company's
aggregate outstanding debt obligations, the Company continues to be highly
leveraged after the Restructuring. As a result of the Restructuring, the
Company's indebtedness and preferred stock obligations were reduced from $910
million to $433 million.

Management believes that the Company has sufficient operating cash
flow to pay interest and scheduled amortization on all of its outstanding
indebtedness and fund anticipated capital expenditures through September 1998.
The Company will need to refinance the anticipated $114 million amortization of
principal on the Bank Credit Facility due in December 1998. The ability of the
Company to satisfy its obligations under the Bank Credit Facility and to the
Holders of the Notes will be primarily dependent upon the future financial and
operating performance of the Company and its ability to renew or refinance its
borrowings or to raise additional equity capital. Each of these alternatives
will be dependent upon financial, business and other general economic factors
affecting the Company and the broadcasting business in particular, many of
which will be beyond the control of the Company. The Company's financial
leverage could make it vulnerable to a downturn in its broadcasting operations
or a downturn in general economic activity. If the Company is unable to
generate sufficient cash flow to meet its debt service obligations, it will
have to adopt one or more alternatives, such as reducing or delaying capital
expenditures, refinancing debt or selling assets. There can be no assurance
that any such alternatives could be effected on satisfactory terms.

CREDIT AGREEMENT RESTRICTIONS

The Indenture and the Bank Credit Facility contain restrictions on
the Company's operations. Such restrictions include, among other things,
limitations on the ability of the Company and its subsidiaries to incur
additional indebtedness, to create, incur or permit the existence of certain
liens, to make certain investments, to make capital expenditures above certain
levels, to make certain sales of assets, to make certain payments with respect
to their outstanding stock, to give certain guarantees, to effect certain
fundamental changes, and to enter into certain types of transactions. These
restrictions limit the Company's financial and operating flexibility.

In addition, the Indenture and the Bank Credit Facility require the
Company's subsidiaries to achieve and maintain certain financial ratios and
severely limit such subsidiaries' ability to make distributions to the Company.
There can be no assurance that the Company and its subsidiaries will be able to
achieve and maintain compliance with these prescribed financial ratio tests or
other requirements under these agreements. Failure to achieve or maintain
compliance with such financial ratio tests or other requirements under these
agreements would result in a default and could lead to the acceleration of the
obligations due under the Bank Credit Facility or the obligations of the
Company under the Notes, which, in turn, could permit the acceleration of other
indebtedness. The acceleration of any such indebtedness would result in such
indebtedness becoming immediately due and payable and could result in the
Company having to commence a nonprepackaged bankruptcy case.

HOLDING COMPANY STRUCTURE

The operations of the Company are conducted through its operating
subsidiaries. The ability of the Company to service its indebtedness is
dependent upon the receipt of funds from the subsidiaries by way of dividends,
loans and other distributions. Restrictions in GATR's debt agreements
including the Bank Credit Facility limit the amount of distributions GATR may
make to GACC. All such distributions would be prohibited if GACC or its
subsidiaries were not in compliance with these agreements. At December 31,
1993 and March 1, 1994, GACC and its subsidiaries were

- 10 -

<PAGE>
in compliance with such agreements and sufficient funds were available to meet
GACC's administrative and debt service expenditures.

The Notes are unsecured and not guaranteed by any subsidiary.
Therefore, the rights of the Company and its creditors to realize upon the
assets of any subsidiary upon the latter's liquidation or reorganization will
be subject to the liabilities and obligations of the such subsidiaries,
including borrowings by subsidiaries under the Bank Credit Facility.

BUSINESS AND COMPETITION

Broadcast stations compete for audience with other forms of home
entertainment, such as cable television, pay television systems of various
types and home video and audio recordings. These competing services, which
have the potential of providing improved signal reception or increased home
entertainment selection, have experienced rapid growth in recent years. The
major competing television services today are provided by a large number of
advertiser-supported and pay cable television networks. Cable subscribership
is presently slightly under 60% of television households in the United States,
and is not expected to grow beyond 65% within the next several years. There
are other related forms of home entertainment which, with continued
technological advances or regulatory changes, can be expected to become
increasingly competitive with GATR's broadcast properties. In addition,
statutory or regulatory changes may affect the competition faced by GATR. For
example, the Federal Communications Commission ("FCC") now permits telephone
companies to deliver video services to homes in the companies' telephone
service areas, but only on a common carrier basis. Telephone companies
continue to seek authority from the FCC and from Congress to become cable
operators and thereby to compete directly with presently existing cable
systems. Any or all of these developments could have an adverse effect on the
Company's competitive position.

CONSEQUENCES OF FAILURE TO EXCHANGE

Holders of Series A Notes who do not exchange their Series A Notes
for Series B Notes pursuant to the Exchange Offer will continue to be subject
to the restrictions on transfer of such Series A Notes as set forth in the
legend thereon as a consequence of the issuance of the Series A Notes pursuant
to exemptions from the registration requirements of the Securities Act and
applicable state securities laws. The Company does not intend to register the
Series A Notes under the Securities Act and is under no obligation to the
Holders of Series A Notes to so register.

TRANSFERABILITY OF SERIES B NOTES

Based on interpretations by the Staff of the Commission, Series B
Notes issued pursuant to the Exchange Offer may be offered for resale, resold
or otherwise transferred by Holders thereof (other than any such Holder which
is an "affiliate" of the Company within the meaning of Rule 405 under the
Securities Act) without compliance with the registration and prospectus
delivery provisions of the Securities Act provided that such Series B Notes are
acquired in the ordinary course of such Holder's business and such Holder has
no arrangement with any person to participate in the distribution of such
Series B Notes. However, to comply with the securities law of certain
jurisdictions, if applicable, the Series B Notes may not be offered or sold
unless they have been registered or qualified for sale in such jurisdictions or
an exemption from registration or qualification is available and complied with.

LACK OF A PUBLIC MARKET FOR THE NOTES

The Series B Notes are being offered exclusively in exchange for
Series A Notes. The Series A Notes were issued on February 18, 1994 to a small
number of institutional investors. The Series B Notes are new securities for
which there currently is no market. The Company does not intend to list the
Series B Notes on any securities exchange or to seek approval for quotation
through any automated quotation system, and the Company is under no obligation
to so list or seek such approval for quotation. Accordingly, there can be no
assurance as to the development or liquidity of any trading market for the
Series B Notes.

- 11 -

<PAGE>
THE COMPANY

The Company is engaged primarily in the ownership and operation of
television and radio stations and derives substantially all of its revenue from
the sale of advertising time. At March 31, 1994, through GATR, its principal
operating subsidiary, the Company owned six network-affiliated television
stations, eleven FM radio stations and five AM radio stations. All of such
stations were operated by GATR on such date except WRIF, an FM radio station in
Detroit, the sale of which is pending FCC approval. In addition, on such date,
GATR also operated KRXQ, an FM radio station in Sacramento, under an agreement
with the owner of such station, the acquisition of which is pending FCC
approval. GATR has agreements pending to acquire WWNK, an FM radio station in
Cincinnati, and to sell KBPI, an FM radio station in Denver. These
transactions are contingent upon the receipt of regulatory approval.

GATR plans in the near future to purchase, sell or exchange radio stations
in order to avail itself of the considerable operating opportunities presented
by new radio duopoly rules which permit ownership of up to two AM and two FM
stations in markets in which GACC presently has radio operations. In
furtherance of this strategy, GATR expects to close by June 30, 1994 the
purchase of one FM radio station in Sacramento and has recently announced an
agreement in principle to acquire an additional FM radio station in Cincinnati.
These purchases will be financed, in part, by the sales of GACC's currently
owned radio stations in Denver and Detroit. Management has also
recently received expressions of interest from third parties regarding the
purchase or sale of television stations and radio stations that do not present
immediate duopoly opportunities. In several cases, discussions have ensued and
are continuing between management and such interested third parties regarding
transactions of this nature, but no agreements have been reached as management
intends to continue its evaluation of potential sales and purchases in light of
prevailing market and economic conditions, business prospects, industry trends
and regulatory developments, and to recommend to the Company's Board of
Directors those proposals which may best maximize shareholder values.

The corporate structure of the Company and its subsidiaries, the common
stock of each of which is wholly owned, directly or indirectly, by the Company,
is currently as follows:
__________________________
| GACC |
--------------------------
|
|
____________|_____________
| GABCO |
--------------------------
|
|
____________|_____________
| GATR HOLDINGS |
--------------------------
|
|
|-------------------------|----------------------------|
| |
__________|_______________ ________________|_________
| GATR | | Leisure |
-------------------------- --------------------------

American Financial Corporation and Carl H. Lindner (collectively, the "AFC
Interests") and Apollo Advisors, L.P. and certain of its affiliates ("Apollo")
own approximately 32.5% and 10.3%, respectively, of the Company's outstanding
Common Stock. AFC, Apollo and certain other shareholders have entered into a
Letter Agreement (the "Letter Agreement") providing, among other matters, (i)
that each of the AFC Interests and Apollo will vote all of the shares of Common
Stock beneficially owned by them in favor of the election of nominees for
election as directors made by or at the direction of the Board of Directors of
the Company; (ii) certain "tag-along" sale rights in favor of Apollo and the
other parties to the Letter Agreement with respect to the Common Stock received
by them pursuant to the Prepackaged Plan in connection with sales of Common
Stock by the AFC Interests; and

- 12 -

<PAGE>
(iii) that the AFC Interests will sell its Common Stock in connection with
certain offers for the Company if certain conditions are met. Consequently,
given the ownership of the Company's Common Stock by the AFC Interests and the
provisions of the Letter Agreement, the AFC Interests are virtually assured of
control of the Company.

As of March 29, 1994, certain funds and accounts managed or advised
by Fidelity Management and Research Company or Fidelity Management Trust
Company (collectively, "Fidelity") held 1,621,071 shares of the Company's
Common Stock. Neither the Company nor Fidelity consider any of such funds or
accounts, individually or collectively, to be affiliates of the Company.

Unless the context otherwise requires, all references herein to the
business and operations of the Company include the business and operations of
its subsidiaries and are not intended to imply exact corporate relationships.
The principal offices of the Company are located at One East Fourth Street,
Cincinnati, Ohio 45202 and its telephone number is (513) 562-8000.

RESTRUCTURING/PREPACKAGED BANKRUPTCY

The Prepackaged Plan consisted of a separate chapter 11 plan of
reorganization for the Company and two corporations which were at the time
wholly owned subsidiaries of the Company, GACC Holding Company and New GACC
Holdings, Inc. (such entities are collectively referred to as the "Debtors")
which were filed in Bankruptcy Court in November, 1993. The Prepackaged Plans
were confirmed by the Bankruptcy Court on December 7, 1993 and consummated on
December 28, 1993. The "Senior Debt Restructuring" consisted of (i) the
refinancing of the indebtedness incurred under the bank credit facility
provided to the operating subsidiaries of the Company and guaranteed by the
Debtors (the "Bank Credit Facility") to effect an extension of the amortization
thereof and certain other proposed changes to the Bank Credit Facility, (ii)
GATR obtaining a new loan in the amount of $17.5 million secured by the assets
of WGHP-TV, Greensboro/High Point, North Carolina (the "New WGHP Loan"), and
(iii) the exchange (the "13% Notes Exchange") of approximately $111.5 million
of 13% Senior Subordinated Notes due 2000 of GABCO for new 13% Senior
Subordinated Notes due 2001 (the "New 13% Notes") pursuant to the 13% Notes
Exchange Agreement (the "13% Notes Exchange Agreement"). The Merger refers to
the mergers of GACC Holding Company and New GACC Holdings, Inc. into the
Company. The Common Stock Exchange means the one-for-three hundred exchange
of Class A Common Stock for the Company's Common Stock outstanding immediately
prior to the Effective Date of the Prepackaged Plan. The Senior Debt
Restructuring, the Merger and the Common Stock Exchange were consummated
concurrently with the consummation of the Prepackaged Plan. Pursuant to the
13% Notes Exchange Agreement, a new wholly owned subsidiary of GABCO, GATR
Holdings, which owns all of the stock of GATR and Leisure, was formed in
connection with the Restructuring.

USE OF PROCEEDS

There will be no cash proceeds to the Company pursuant to the Exchange
Offer.

- 13 -

<PAGE>
THE EXCHANGE OFFER

TERMS OF THE EXCHANGE OFFER; PERIOD FOR TENDERING SERIES A NOTES

Upon the terms and subject to the conditions set forth in this Prospectus
and in the accompanying Letter of Transmittal (which together constitute the
Exchange Offer), the Company will accept for exchange Series A Notes which are
properly tendered on or prior to the Expiration Date and not withdrawn as
permitted below. As used herein, the term "Expiration Date" means 5:00 p.m.,
Eastern Time, on June ___, 1994; PROVIDED, HOWEVER, that if the Company, in its
sole discretion, has extended the period of time for which the Exchange Offer
is open, the term "Expiration Date" means the latest time and date to which the
Exchange Offer is extended.

As of the date of this Prospectus, $200,000,000 aggregate principal amount
of the Series A Notes were outstanding. This Prospectus, together with the
Letter to Transmittal, is first being sent on or about June ___, 1994, to all
Holders of Series A Notes known to the Company. The Company's obligation to
accept Series A Notes for exchange pursuant to the Exchange Offer is subject to
certain conditions as set forth under "--Certain Conditions to the Exchange
Offer" below.

The Company expressly reserves the right, at any time or from time to time,
to extend the period of time during which the Exchange Offer is open, and
thereby delay acceptance for exchange of any Series A Notes, by giving oral or
written notice of such extension to the Holders thereof. During any such
extension, all Series A Notes previously tendered will remain subject to the
Exchange Offer and may be accepted for exchange by the Company. Any Series A
Notes not accepted for exchange for any reason will be returned without expense
to the tendering Holder thereof as promptly as practicable after the expiration
or termination of the Exchange Offer.

The Company expressly reserves the right to amend or terminate the Exchange
Offer, and not to accept for exchange any Series A Notes not theretofore
accepted for exchange, upon the occurrence of any of the conditions of the
Exchange Offer specified below under "--Certain Conditions to the Exchange
Offer." The Company will give oral or written notice of any extension,
amendment, non-acceptance or termination to the Holders of the Series A Notes
as promptly as practicable, such notice in the case of any extension to be
issued no later than 9:00 a.m., Eastern Time, on the next business day after
the previously scheduled Expiration Date.

PROCEDURES FOR TENDERING SERIES A NOTES

The tender to the Company of Series A Notes by a Holder thereof as set
forth below and the acceptance thereof by the Company will constitute a binding
agreement between the tendering Holder and the Company upon the terms and
subject to the conditions set forth in this Prospectus and in the accompanying
Letter of Transmittal. Except as set forth below, a Holder who wishes to
tender Series A Notes for exchange pursuant to the Exchange Offer must transmit
a properly completed and duly executed Letter of Transmittal, including all
other documents required by such Letter of Transmittal, to Securities Transfer
Company (the "Exchange Agent") at one of the addresses set forth below under
"Exchange Agent" on or prior to the Expiration Date. In addition, either (i)
certificates for such Series A Notes must be received by the Exchange Agent
along with the Letter of Transmittal, or (ii) a timely confirmation of a
book-entry transfer (a "Book-Entry Confirmation") of such Series A Notes, if
such procedure is available, into the Exchange Agent's account at The
Depository Trust Company (the "Book-Entry Transfer Facility") pursuant to the
procedure for book-entry transfer described below, must be received by the
Exchange Agent prior to the Expiration Date, or (iii) the Holder must comply
with the guaranteed delivery procedures described below. THE METHOD OF
DELIVERY OF SERIES A NOTES, LETTERS OF TRANSMITTAL AND ALL OTHER REQUIRED
DOCUMENTS IS AT THE ELECTION AND RISK OF THE HOLDERS. IF SUCH DELIVERY IS BY
MAIL, IT IS RECOMMENDED THAT REGISTERED MAIL, PROPERLY INSURED, WITH RETURN
RECEIPT REQUESTED, BE USED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO
ASSURE TIMELY DELIVERY. NO LETTERS OF TRANSMITTAL OR SERIES A NOTES SHOULD BE
SENT TO THE COMPANY.

- 14 -

<PAGE>
Signatures on a Letter of Transmittal or a notice of withdrawal, as the
case may be, must be guaranteed unless the Series A Notes surrendered for
exchange pursuant thereto are tendered (i) by a registered Holder of the Series
A Notes who has not completed the box entitled "Special Issuance Instructions"
or "Special Delivery Instructions" on the Letter of Transmittal or (ii) for the
account of an Eligible Institution (as defined below). In the event that
signatures on a Letter of Transmittal or a notice of withdrawal, as the case
may be, are required to be guaranteed, such guarantees must be by a firm which
is a member of a registered national securities exchange or a member of the
National Association of Securities Dealers, Inc. or by a commercial bank or
trust company having an office or correspondent in the United States
(collectively, "Eligible Institutions"). If Series A Notes are registered in
the name of a person other than a signer of the Letter of Transmittal, the
Series A Notes surrendered for exchange must be endorsed by, or be accompanied
by a written instrument or instruments of transfer or exchange, in satisfactory
form as determined by the Company in its sole discretion, duly executed by the
registered Holder with the signature thereon guaranteed by an Eligible
Institution.

All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of Series A Notes tendered for exchange will be
determined by the Company in its sole discretion, which determination shall be
final and binding. The Company reserves the absolute right to reject any and
all tenders of any particular Series A Notes not properly tendered or to not
accept any particular Series A Notes which acceptance might, in the judgment of
the Company or its counsel, be unlawful. The Company also reserves the
absolute right to waive any defects or irregularities or conditions of the
Exchange Offer as to any particular Series A Notes either before or after the
Expiration Date (including the right to waive the ineligibility of any Holder
who seeks to tender Series A Notes in the Exchange Offer). The interpretation
of the terms and conditions of the Exchange Offer as to any particular Series A
Notes either before or after the Expiration Date (including the Letter of
Transmittal and the instructions thereto) by the Company shall be final and
binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of Series A Notes for exchange must be cured within
such reasonable period of time as the Company shall determine. Neither the
Company, the Exchange Agent nor any other person shall be under any duty to
give notification of any defect or irregularity with respect to any tender of
Series A Notes for exchange, nor shall any of them incur any liability for
failure to give such notification.

If the Letter of Transmittal is signed by a person or persons other than
the registered Holder or Holders of Series A Notes, such Series A Note must be
endorsed or accompanied by appropriate powers of attorney, in either case
signed exactly as the name or names of the registered Holder or Holders that
appear on the Series A Notes.

If the Letter of Transmittal or any Series A Notes or powers of attorney
are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and,
unless waived by the Company, proper evidence satisfactory to the Company, to
their authority to so act must be submitted.

By tendering, each Holder will represent to the Company that, among other
things, the Series B Notes acquired pursuant to the Exchange Offer are being
obtained in the ordinary course of business of the person receiving such Series
B Notes, whether or not such person is the Holder, that neither the Holder nor
any such other person has an arrangement or understanding with any person to
participate in the distribution of such Series B Notes and that neither the
Holder nor any such other person is an "affiliate" (as defined under Rule 405
of the Securities Act) of the Company.

Each broker-dealer that receives Series B Notes for its own account in
exchange for Series A Notes, where such Series A Notes were acquired by such
broker-dealer as a result of market-making activities or other trading
activities must acknowledge that it will deliver a prospectus in connection
with any resale of such Series B Notes. See "The Exchange Offer."

- 15 -

<PAGE>
ACCEPTANCE OF SERIES A NOTES FOR EXCHANGE; DELIVERY OF SERIES B NOTES

Upon satisfaction or waiver of all of the conditions to the Exchange Offer,
the Company will accept, promptly after the Expiration Date, all Series A Notes
properly tendered and will issue the Series B Notes promptly after acceptance
of the Series A Notes. See "--Certain Conditions to the Exchange Offer" below.
For purposes of the Exchange Offer, the Company shall be deemed to have
accepted properly tendered Series A Notes for exchange when, as and if the
Company has given oral or written notice thereof to the Exchange Agent.

For each Series A Note accepted for exchange, the Holder of such Series A
Note will receive a Series B Note having a principal amount equal to that of
the surrendered Series A Note. If the Exchange Offer is not consummated by
June 15, 1994, the Company shall pay each Holder $.05 per $1,000 outstanding
principal amount of Series A Notes per week. Such payments shall cease on the
date of consummation of the Exchange Offer. The Company shall deposit such
amounts with the Trustee or the paying agent under the Indenture, in trust, for
the benefit of the Holders on or prior to any Interest Payment Date (as defined
in the Indenture). Such amounts not previously paid, if any, shall be payable
on each such Interest Payment Date to record Holders of Notes entitled to
receive such liquidated damages.

In all cases, issuance of Series B Notes for Series A Notes that are
accepted for exchange pursuant to the Exchange Offer will be made only after
timely receipt by the Exchange Agent of certificates for such Series A Notes or
a timely Book-Entry Confirmation of such Series A Notes into the Exchange
Agent's account at the Book-Entry Transfer Facility, a properly completed and
duly executed Letter of Transmittal and all other required documents. If any
tendered Series A Notes are not accepted for any reason set forth in the terms
and conditions of the Exchange Offer or if Series A Notes are submitted for a
greater principal amount than the Holder desires to exchange, such unaccepted
or non-exchanged Series A Notes will be returned without expense to the
tendering Holder thereof (or, in the case of Series A Notes tendered by
book-entry transfer into the Exchange Agent's account at the Book-Entry
Transfer Facility pursuant to the book-entry transfer procedures described
below, such non-exchanged Series A Notes will be credited to an account for
such Holder maintained with such Book-Entry Transfer Facility) as promptly as
practicable after the expiration or termination of the Exchange Offer.

BOOK-ENTRY TRANSFER

The Exchange Agent will make a request to establish an account with respect
to the Series A Notes at the Book-Entry Transfer Facility for purposes of the
Exchange Offer within two business days after the date of this Prospectus, and
any financial institution that is a participant in the Book-Entry Transfer
Facility systems may make book-entry delivery of Series A Notes by causing the
Book-Entry Transfer Facility to transfer such Series A Notes into the Exchange
Agent's account at the Book-Entry Transfer Facility in accordance with such
Book-Entry Transfer Facility's procedures for transfer. However, although
delivery of Series A Notes may be effected through book-entry transfer at the
Book-Entry Transfer Facility, the Letter of Transmittal or facsimile thereof,
with any required signature guarantees and any other required documents, must,
in any case, be transmitted to and received by the Exchange Agent at one of the
addresses set forth below under "Exchange Agent" on or prior to the Expiration
Date or the guaranteed delivery procedures described below must be complied
with.

GUARANTEED DELIVERY PROCEDURES

If a registered Holder of the Series A Notes desires to tender such Series
A Notes and the Series A Notes are not immediately available, or time will not
permit such Holder's Series A Notes or other required documents to reach the
Exchange Agent before the Expiration Date, or the procedure for book-entry
transfer cannot be completed on a timely basis, a tender may be effected if (i)
the tender is made through an Eligible Institution, (ii) prior to the
Expiration Date, the Exchange Agent received from such Eligible Institution a
properly completed and duly executed Letter of Transmittal (or a facsimile
thereof) and Notice of Guaranteed Delivery, substantially in the form provided
by the Company (by telegram, telex, facsimile transmission, mail or hand
delivery), setting forth the name and address of the Holder of Series A Notes
and the amount of Series A Notes tendered, stating that the tender is being

- 16 -

<PAGE>
made thereby and guaranteeing that within five New York Stock Exchange ("NYSE")
trading days after the date of execution of the Notice of Guaranteed Delivery,
the certificates for all physically tendered Series A Notes, in proper form for
transfer, or a Book-Entry Confirmation, as the case may be, and any other
documents required by the Letter of Transmittal will be deposited by the
Eligible Institution with the Exchange Agent, and (iii) the certificates for
all physically tendered Series A Notes, in proper form for transfer, or a
Book-Entry Confirmation, as the case may be, and all other documents required
by the Letter of Transmittal, are received by the Exchange Agent within five
NYSE trading days after the date of execution of the Notice of Guaranteed
Delivery.

WITHDRAWAL RIGHTS

Tenders of Series A Notes may be withdrawn at any time prior to the
Expiration Date.

For a withdrawal to be effective, a written notice of withdrawal must be
received by the Exchange Agent at one of the addresses set forth below under
"Exchange Agent." Any such notice of withdrawal must specify the name of the
person having tendered the Series A Notes to be withdrawn, identify the Series
A Notes to be withdrawn (including the principal amount of such Series A
Notes), and (where certificates for Series A Notes have been transmitted)
specify the name in which such Series A Notes are registered, if different from
that of the withdrawing Holder. If certificates for Series A Notes have been
delivered or otherwise identified to the Exchange Agent, then, prior to the
release of such certificates the withdrawing Holder must also submit the serial
numbers of the particular certificates to be withdrawn and a signed notice of
withdrawal with signatures guaranteed by an Eligible Institution unless such
Holder is an Eligible Institution. If Series A Notes have been tendered
pursuant to the procedure for book-entry transfer described above, any notice
of withdrawal must specify the name and number of the account at the Book-Entry
Transfer Facility to be credited with the withdrawn Series A Notes and
otherwise comply with the procedures of such facility. All questions as to the
validity, form and eligibility (including time of receipt) of such notices will
be determined by the Company, whose determination shall be final and binding on
all parties. Any Series A Notes so withdrawn will be deemed not to have been
validly tendered for exchange for purposes of the Exchange Offer. Any Series A
Notes which have been tendered for exchange but which are not exchanged for any
reason will be returned to the Holder thereof without cost to such Holder (or,
in the case of Series A Notes tendered by book-entry transfer into the Exchange
Agent's account at the Book-Entry Transfer Facility pursuant to the book-entry
transfer procedures described above, such Series A Notes will be credited to an
account maintained with such Book-Entry Transfer Facility for the Series A
Notes) as soon as practicable after withdrawal, rejection of tender or
termination of the Exchange Offer. Properly withdrawn Series A Notes may be
tendered by following one of the procedures described under "--Procedures for
Tendering Series A Notes" above at any time on or prior to the Expiration Date.

- 17 -

<PAGE>
CERTAIN CONDITIONS TO THE EXCHANGE OFFER

Notwithstanding any other provision of the Exchange Offer, the Company
shall not be required to accept for exchange, or to issue Series B Notes in
exchange for, any Series A Notes and may terminate or amend the Exchange Offer
by written notice to the Exchange Agent and by prompt public announcement
communicated by issuing a press release to the Dow Jones News Service, if at
any time before the acceptance of such Series A Notes for exchange or the
exchange of the Series B Notes for such Series A Notes, any of the following
events shall occur:

(a) there shall be threatened, instituted or pending any action
or proceeding before, or any injunction, order or decree shall have been
issued by, any court or governmental agency or other governmental
regulatory or administrative agency or commission, (i) seeking to restrain
or prohibit the making or consummation of the Exchange Offer or any other
transaction contemplated by the Exchange Offer, or assessing or seeking any
damages as a result thereof, or (ii) resulting in a material delay in the
ability of the Company to accept for exchange or exchange some or all of
the Series A Notes pursuant to the Exchange Offer; or any statute, rule,
regulation, order or injunction shall be sought, proposed, introduced,
enacted, promulgated or deemed applicable to the Exchange Offer or any of
the transactions contemplated by the Exchange Offer by any government or
governmental authority, agency or court, domestic or foreign, that in the
sole judgment of the Company could adversely affect the Company as a result
of consummation of the Exchange Offer, or might directly or indirectly
result in any of the consequences referred to in clauses (i) or (ii) above
or, in the sole judgment of the Company, might result in the Holders of
Series B Notes having obligations with respect to resales and transfers of
Series B Notes which are greater than those described in the interpretation
of the Commission referred to on the cover of this Prospectus, or would
otherwise make it inadvisable to proceed with the Exchange Offer; or

(b) there shall have occurred (i) any general suspension or
general limitation on prices for, or trading in, securities on any national
securities exchange or in the over-the-counter market, (ii) any limitation
by any governmental agency or authority which may adversely affect the
ability of the Company to complete the transactions contemplated by the
Exchange Offer, (iii) a declaration of a banking moratorium or any
suspension of payments in respect of banks in the United States or any
limitation by any governmental agency or authority which adversely affects
the extension of credit or (iv) a commencement of a war, armed hostilities
or other similar international calamity directly or indirectly involving
the United States, or, in the case of any of the foregoing existing at the
time of the commencement of the Exchange Offer, a material acceleration or
worsening thereof.

The foregoing conditions are for the sole benefit of the Company and may be
asserted by the Company regardless of the circumstances giving rise to any such
condition or may be waived by the Company in whole or in part at any time and
from time to time in its sole discretion. The failure by the Company at any
time to exercise any of the foregoing rights shall not be deemed a waiver of
any such right and each such right shall be deemed an ongoing right which may
be asserted at any time and from time to time.

In addition, the Company will not accept for exchange any Series A Notes
tendered, and no Series B Notes will be issued in exchange for any such Series
A Notes, if at such time any stop order shall be threatened or in effect with
respect to the Registration Statement of which this Prospectus constitutes a
part or the qualification of the Indenture under the Trust Indenture Act of
1939 (the "TIA").

EXCHANGE AGENT

Securities Transfer Company, an Ohio limited partnership, has been
appointed as the Exchange Agent for the Exchange Offer. AFC is the general
partner of Securities Transfer Company, and subsidiaries and affiliates of AFC
are limited partners. All executed Letters of Transmittal should be directed
to the Exchange Agent at one of the addresses set forth below. Questions and
requests for assistance, requests for additional copies of this Prospectus

- 18 -

<PAGE>
or of the Letter of Transmittal and requests for Notices of Guaranteed Delivery
should be directed to the Exchange Agent addressed as follows:

<TABLE>
<S> <C>
BY REGISTERED, CERTIFIED OR
OVERNIGHT MAIL OR BY HAND: SECURITIES TRANSFER COMPANY
ONE EAST FOURTH STREET
SUITE 1201
CINCINNATI, OHIO 45202

BY FACSIMILE: (513) 287-8270 OR (513) 621-1583

CONFIRM BY TELEPHONE: (513) 579-2414 OR (800) 368-3417
</TABLE>

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES
NOT CONSTITUTE A VALID DELIVERY.

FEES AND EXPENSES

The Company will not make any payment to brokers, dealers, or others
soliciting acceptances of the Exchange Offer. No brokers or dealers have been
engaged by the Company to solicit such acceptances.

The expenses to be incurred in connection with the Exchange Offer will be
paid by the Company and are estimated to be approximately $_____________.

TRANSFER TAXES

Holders who tender their Series A Notes for exchange will not be obligated
to pay any transfer taxes in connection therewith, except that Holders who
instruct the Company to register Series B Notes in the name of, or request that
Series A Notes not tendered or not accepted in the Exchange Offer be returned
to, a person other than the registered tendering Holder will be responsible for
the payment of any applicable transfer tax thereon.

CONSEQUENCES OF FAILURE TO EXCHANGE

Holders of Series A Notes who do not exchange their Series A Notes pursuant
to the Exchange Offer will continue to be subject to the restrictions on
transfer of such Series A Notes as set forth in the legend thereon as a
consequence of the issuance of the Series A Notes pursuant to exemptions from
the registration requirements of the Securities Act and applicable state
securities laws. In general, the Series A Notes may not be offered or sold,
unless registered under the Securities Act, except pursuant to an exemption
from, or in a transaction not subject to, the Securities Act and applicable
state securities laws. The Company does not intend to register the Series A
Notes under the Securities Act and is under no obligation to the Holders of
Series A Notes to so register unless the Exchange Offer is not consummated.
Based on interpretations by the staff of the Commission set forth in certain
"no-action" letters issued to third parties unrelated to the Company and the
Exchange Offer, Series B Notes issued pursuant to the Exchange Offer in
exchange for Series A Notes may be offered for resale, resold or otherwise
transferred by Holders thereof (other than any such Holder which is an
"affiliate" of the Company within the meaning of Rule 405 under the Securities
Act) without compliance with the registration and prospectus delivery
provisions of the Securities Act provided that such Series B Notes are acquired
in the ordinary course of such

- 19 -

<PAGE>
Holders' business and such Holders have no arrangement with any person to
participate in the distribution of such Series B Notes. If any Holder has any
arrangement or understanding with respect to the distribution of the Series B
Notes to be acquired pursuant to the Exchange Offer, such Holder (i) could not
rely on the applicable interpretation of the staff of the Commission and (ii)
must comply with registration and prospectus delivery requirements of the
Securities Act in connection with a resale transaction. In addition, to comply
with the securities laws of certain jurisdictions, if applicable, the Series B
Notes may not be offered or sold unless they have been registered or qualified
for sale in such jurisdiction or an exemption from registration or
qualification is available and is complied with.

REQUIREMENTS APPLICABLE TO BROKER-DEALERS

Each broker-dealer that receives Series B Notes for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Series B Notes. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Series B Notes received in
exchange for Series A Notes where such Series A Notes were acquired as a result
of market-making activities or other trading activities. The Company has
agreed that, for a period of 180 days after the Expiration Date, it will make
this prospectus, as amended or supplemented, available to any broker-dealer for
use in connection with any such resale. In addition, until _______________,
199_, all dealers effecting transactions in the Series B Notes may be required
to deliver a prospectus.

The Company will not receive any proceeds from any sale of Series B Notes
by broker-dealers. Series B Notes received by broker-dealers for their own
account pursuant to the Exchange Offer may be sold from time to time in one or
more transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the Series B Notes or a combination of such
methods of resale, at market prices prevailing at the time of resale, at prices
related to such prevailing market prices or negotiated prices. Any such resale
may be made directly to purchasers or to or through brokers or dealers who may
receive compensation in the form of commissions or concessions from any such
broker-dealer and/or the purchasers of any such Series B Notes. Any
broker-dealer that resells Series B Notes that were received by it for its own
account pursuant to the Exchange Offer and any broker or dealer that
participates in a distribution of such Series B Notes may be deemed to be an
"underwriter" within the meaning of the Securities Act and any profit on any
such resale of Series B Notes and any commission or concessions received by any
such persons may be deemed to be underwriting compensation under the Securities
Act. The Letter of Transmittal states that, by acknowledging that it will
deliver and by delivering a prospectus, a broker-dealer will not be deemed to
admit that it is an "underwriter" within the meaning of the Securities Act.

For a period of 180 days after the Expiration Date the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that request such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one law firm acting
as counsel to the Holders of the Notes) other than commissions or concessions
of any brokers or dealers and will indemnify the Holders of the Notes
(including any broker-dealers) against certain liabilities, including
liabilities under the Securities Act.

- 20 -

<PAGE>

<TABLE>
SELECTED FINANCIAL DATA

The following table sets forth certain data (in millions) and should be
read in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" contained in the Annual Report:

<CAPTION>
Predecessor (a) Reorganized
-------------------------------------------------------- GACC
1989 1990 1991 1992 1993 1993
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Statement of Operations Data:
-----------------------------
Consolidated net revenues $ 200 $ 210 $ 202 $ 211 $ 205 N/A
Operating income (loss) (b) 26 25 12 (642) 40 N/A
Loss from continuing operations (77) (58) (33) (613) (67) N/A
Net earnings (loss) (c) (103) (46) 84 (597) 341 N/A
Per share data (d) - - - - - -

(a) For purposes of this table, the term "Predecessor" refers to GACC prior to
its emergence from chapter 11 bankruptcy in December, 1993.

(c) Net earnings for the year ended December 31, 1993 includes, as an
extraordinary item, a one-time gain of $414.5 million relating to debt
discharged in the Restructuring.

(d) Per share data are not presented for the Predecessor due to the general
lack of comparability as a result of the Restructuring.

N/A - not applicable

</TABLE>

- 21 -

<PAGE>
DESCRIPTION OF SERIES B NOTES

GENERAL

The Series B Notes will be issued under the Indenture dated as of
February 18, 1994 (the "Indenture") between the Company and the Shawmut Bank
Connecticut, National Association, as trustee (the "Trustee"), as amended and
supplemented from time to time. The following summary, which describes certain
provisions of the Indenture and the Notes, does not purport to be complete and
is qualified in its entirety by reference to, the TIA, and all the provisions
of the Indenture, the Series A Notes and the Series B Notes, including the
definitions therein of terms not defined in this Prospectus. Certain terms
used herein are defined below under "-- Certain Definitions." The terms of the
Series B Notes are identical in all material respects to the terms of the
Series A Notes, except for certain transfer restrictions and registration
rights relating to the Series A Notes. See "-- Registration Rights."

On February 18, 1994 the Company issued $200 million principal
amount of the Series A Notes under the Indenture. The Company may issue up to
$250 million in 9 3/4% Senior Subordinated Notes due 2004 under the Indenture
but this "Description of Notes" refers only to the $200 million in Series B
Notes offered hereunder. The Trustee will authenticate and deliver from time
to time Series B Notes for original issue only in exchange for a like principal
amount of Series A Notes. The Series B Notes will mature on February 15, 2004.
Any Series A Notes that remain outstanding after the consummation of the
Exchange Offer, together with the Series B Notes, will be treated as a single
class of securities under the Indenture.

The Series A Notes were issued at a discount from their principal
amount. See "Certain Federal Income Tax Considerations." The Series B Notes
will be treated as a continuation of the Series A Notes, which were issued at
an Original Issue Discount (the difference between the original issue price of
the Notes and their principal amount at maturity).

For each Series A Note accepted for exchange, the Holder of such
Series A Note will receive a Series B Note having a principal amount equal to
that of the surrendered Series A Note. Each Series B Note will be dated
February 18, 1994, the date of original issuance of the Series A Notes, and
will bear interest from such date. Holders of Series A Notes whose Series A
Notes are accepted for exchange for Series B Notes shall be deemed to have
forfeited their right to principal and accrued interest under the Series A
Notes. Interest on the Notes is payable semi-annually on each February 15 and
August 15, commencing on August 15, 1994. Interest on the Notes accrues at a
rate of 9 3/4% per annum computed on the basis of a 360-day year of twelve
30-day months. Interest on the Notes will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from the Issue
Date. To the extent lawful, the Company shall pay interest on (i) overdue
principal and premium, if any, from time to time on demand, at the rate of 11
1/4% per annum, and (ii) overdue installments of interest (without regard to
any applicable grace periods) at the rate of 11 1/4% per annum, each as
compounded semi-annually.

An installment of principal, premium or interest will be considered
paid on the date it is due if the Paying Agent holds at or prior to 11:00 A.M.,
Eastern Standard Time, on that date, money designated for and sufficient to pay
the applicable installments.

RANKING; SUBORDINATION

The Notes are subordinated in right of payment to the prior payment
in full of all existing debt of subsidiaries and future Senior Indebtedness of
the Company, whether outstanding on the Issue Date or incurred thereafter.

Upon any distribution of cash, securities or other property of the
Company to creditors upon any liquidation, dissolution, winding up,
recapitalization, readjustment or reorganization of the Company, whether
voluntary or not, or in a bankruptcy, reorganization, insolvency, receivership
or similar proceeding relating to the

- 22 -

<PAGE>
Company or its property or securities, and assignment for the benefit of
creditors or any marshalling of the Company's assets and liabilities, the
holders of any Senior Indebtedness of the Company will be entitled to receive
payment in full, in cash or Cash Equivalents, of all Obligations under or in
respect of such Senior Indebtedness (including interest after the commencement
of any such proceeding at the rate specified in the agreements governing such
Senior Indebtedness) before the Holders will be entitled to receive any payment
or distribution (other than in Reorganization Securities), on account of
Subordinated Obligations, and until all Obligations with respect to such Senior
Indebtedness are paid in full, in cash or Cash Equivalents, any payment or
distribution (other than in Reorganization Securities) on account of
Subordinated Obligations, to which the Holders would be entitled shall be made
to the holders of Senior Indebtedness on a pro rata basis.

Neither the Company nor any Trustee or Paying Agent shall make any
payment or distribution (other than in Reorganization Securities) on account of
Subordinated Obligations if (a) a default in the payment of the principal of,
or premium, if any, or interest on, or any other amount owing with respect to
any Senior Indebtedness (a "Payment Default") occurs and is continuing, whether
at maturity or at a date fixed for prepayment or by declaration of acceleration
or otherwise, or (b) the Trustee has received written notice (a "Payment
Blockage Notice") from the Senior Agent that a Nonpayment Default (as defined
below) has occurred and is continuing; PROVIDED, HOWEVER, that payments and
distributions on account of Subordinated Obligations shall resume, and all past
due amounts on the Notes shall be paid (i) in the case of a Payment Default, on
the date on which such default is cured or waived or shall have ceased to exist
and all Obligations then due and payable in respect of Senior Indebtedness
shall have been paid in full in cash or Cash Equivalents and (ii) in the case
of a Nonpayment Default, on the earliest of (A) the date on which such
Nonpayment Default is cured or waived or shall have ceased to exist, (B) 179
days after the date on which the Payment Blockage Notice with respect to such
Nonpayment Default was received by the Trustee, or (C) the date on which such
blockage period shall have been terminated by written notice to the Company or
the Trustee from the Senior Agent unless the maturity of any Senior
Indebtedness has been accelerated and the Company has defaulted with respect to
the payment of such Senior Indebtedness. No more than one Payment Blockage
Notice may be given during any consecutive 365-day period and during any
consecutive 365-day period, the aggregate number of days in which payments due
on the Notes may not be made as a result of Nonpayment Defaults on Senior
Indebtedness shall not exceed 179 days and there shall be a period of at least
186 consecutive days in each consecutive 365-day period when such payments are
not prohibited. If the Senior Agent delivers a Payment Blockage Notice to the
Trustee in respect of any Nonpayment Default, no Nonpayment Default that
existed or was continuing on the date of delivery of such notice shall be, or
be made, the basis for a subsequent Payment Blockage Notice unless such default
shall have been waived or cured for a period of not less than 90 days.
"Nonpayment Default" means any event of default under the terms of any
instrument governing any Senior Indebtedness permitting one or more holders of
such Senior Indebtedness (or a Representative on behalf of the holders thereof)
to declare all or part of such Senior Indebtedness due and payable prior to the
date on which it would otherwise become due and payable.

As a result of the subordination provisions described above, in the
event of a liquidation or insolvency, Holders may recover less ratably than
creditors holding Senior Indebtedness of the Company. As of March 31, 1994,
the aggregate outstanding principal amount of the Senior Indebtedness of the
Company was approximately $236.3 million. The Indenture will, subject to
certain financial tests, permit the Company and its Subsidiaries to incur
additional Indebtedness, including Senior Indebtedness. See "Certain Covenants
- - Limitation on Indebtedness."

The subordination provisions described above will cease to be
applicable to the Notes upon any defeasance of the Notes. See "Defeasance and
Discharge of the Indenture and the Notes."

OPTIONAL REDEMPTION OF NOTES

Except as set forth below, the Notes are not redeemable at the
Company's option prior to February 15, 1999. Thereafter, the Notes will be
subject to redemption at the option of the Company, in whole or in part, at the
redemption prices (expressed as percentages of the principal amount of the
Notes) set forth below, plus accrued

- 23 -

<PAGE>
and unpaid interest to the date of redemption, if redeemed during the
twelve-month period beginning on February 15 of the years indicated below.

<TABLE>
<CAPTION>
Year Percentage
---- ----------
<S> <C>
1999 . . . . . . . . . . . . . . . . . . . . . . . . 104.875%
2000 . . . . . . . . . . . . . . . . . . . . . . . . 103.250%

2001 . . . . . . . . . . . . . . . . . . . . . . . . 101.625%

2002 and thereafter . . . . . . . . . . . . . . . . . 100.000%
</TABLE>

Notwithstanding the foregoing, up to 25% in aggregate principal
amount of Notes originally issued under the Indenture will be redeemable from
time to time prior to December 31, 1996, at the option of the Company, from the
Net Proceeds of one or more Public Offerings of the Company, at a Redemption
Price equal to 108.875% of the principal amount thereof, together with accrued
and unpaid interest to the date of redemption; provided that after giving
effect to any simultaneous redemption under either this paragraph or the
succeeding two paragraphs, at least $100,000,000 in principal amount of Notes
will remain outstanding.

In addition, prior to February 15, 1999 the Notes will be subject to
redemption (a "Change of Control Redemption") at the option of the Company, in
whole or in part, at any time within 180 days after the later of (a) a Change
of Control Trigger Date and (b) the completion of an Offer (as defined herein)
made as a result of a Change of Control, at a Redemption Price equal to the sum
of (1) the principal amount thereof, plus (2) accrued and unpaid interest to
the redemption date, plus (3) the Applicable Premium; PROVIDED THAT either (a)
after giving effect to any simultaneous redemption under either this paragraph,
the preceding paragraph or the succeeding paragraph, at least $100,000,000 in
principal amount of Notes will remain outstanding or (b) such Change of Control
Redemption is for all outstanding Notes.

Prior to December 31, 1996 the Notes will be subject to redemption
(an "Asset Sale Redemption") at the option of the Company, in whole or in part,
following an Asset Sale in connection with an Asset Sale Payment; provided that
an Asset Sale Redemption may be made by the Company only if, and to the extent
that each of the following conditions is satisfied: (i) only two Asset Sale
Redemptions will be permitted under the Indenture; (ii) the maximum aggregate
principal amount of Notes to be redeemed pursuant to an Asset Sale Redemption
will be limited to that amount which is necessary to make the ratio set forth
in the "Redemption From the Proceeds of Asset Sales" covenant, given the amount
of the proposed Asset Sale Payment, equal to (but not more or less than) 4.5:1;
and (iii) after giving effect to the proposed Asset Sale Redemption and to any
simultaneous redemptions pursuant to either of the preceding two paragraphs at
least $100,000,000 in principal amount of Notes will remain outstanding. In
the event of an Asset Sale Redemption, the Notes will be redeemable at the
Redemption Prices (expressed as percentages of the principal of the Notes) set
forth below, plus any accrued and unpaid interest to the date of redemption; if
redeemed during the periods indicated below.
<TABLE>
<CAPTION>
Period Percentage
------ ----------
<S> <C>
February 15, 1994 to
July 31, 1994 . . . . . . . . . . . . . . . . . . . 102.00%

August 1, 1994 to
February 14, 1995 . . . . . . . . . . . . . . . . . 103.00%

February 15, 1995 to
December 31, 1996 . . . . . . . . . . . . . . . . . 108.75%
</TABLE>

- 24 -

<PAGE>
If less than all of the Notes are to be redeemed at any time, or if
less than all Notes tendered pursuant to an Offer are to be accepted for
payment, selection of the Notes to be redeemed will be made by the Company in
compliance with the requirements of the principal national securities exchange,
if any, on which the Notes are listed or, if the Notes are not listed on a
securities exchange, on a pro rata basis, by lot or by any other method as the
Trustee shall deem fair and appropriate, PROVIDED THAT Notes redeemed in part
shall only be redeemed in integral multiples of $1,000. Notices of any
optional or mandatory redemption shall be mailed by first class mail at least
30 but not more than 60 days before the redemption date to each Holder to be
redeemed at such Holder's registered address. If any Note is to be redeemed in
part only, the notice of redemption that relates to such Note shall state the
portion of the principal amount thereof to be redeemed and the Trustee shall
authenticate and mail to the Holder of the original Note a new Note in
principal amount equal to the unredeemed portion of the original Note promptly
after the original Note has been canceled. On and after the redemption date,
interest will cease to accrue on Notes or portions thereof called for
redemption.

MANDATORY OFFERS TO REPURCHASE NOTES

MANDATORY REDEMPTION. The Notes are not subject to any mandatory
sinking fund redemption prior to maturity.

CHANGE OF CONTROL. Upon the occurrence of a Change of Control (such
date being the "Change of Control Trigger Date"), each Holder will have the
right to require the Company to repurchase all or any part (equal to $1,000 or
an integral multiple thereof) of such Holder's Notes pursuant to an Offer at a
purchase price in cash equal to 101% of the aggregate principal amount thereof,
plus accrued and unpaid interest to the date of purchase.

The Bank Credit Agreements prohibit the Company from repurchasing
any Notes following a Change of Control prior to repayment in full of the
Senior Bank Debt. Any additional credit agreements or other agreements
relating to Senior Indebtedness to which the Company becomes a party may
contain similar restrictions and provisions. Prior to mailing a notice to
Holders regarding a Change of Control, the Company will in good faith (i) seek
to obtain any required consent of the holders of any Senior Indebtedness the
terms of which prohibit the Company from repurchasing Notes so as to permit the
making of the Offer and the purchase of Notes, (ii) use its best efforts to
repay all or a portion of the holders of Senior Indebtedness to the extent
necessary (including, if necessary, payment in full of such Indebtedness and
payment of any prepayment premiums, fees, expenses or penalties) to permit the
making of the Offer and the purchase of Notes without such consent, or (iii) if
such Indebtedness is not then prepayable to such extent, make an offer to the
holders of the Senior Indebtedness from which consent is required and cannot be
obtained to repay such Indebtedness in full for an amount equal to the
outstanding principal balance thereof and accrued interest to the date of
repayment, plus any fees, expenses and penalties required pursuant to the
instruments governing such Indebtedness, plus, in the event such Indebtedness
is subsequently prepayable at a premium, the premium payable when such
Indebtedness is first prepayable, and repay any Holder who accepts such offer.
If the Company is unable to obtain such consents and/or repay all such Senior
Indebtedness, the Company would remain prohibited from repurchasing any Notes
and, as a result, the Company could not commence an Offer to repurchase the
Notes within 30 days of a Change of Control Trigger Date, which would
constitute an Event of Default under the Indenture.

The Change of Control purchase feature of the Notes may in certain
circumstances make it more difficult or discourage a takeover of the Company
and, as a result, may make removal of incumbent management more difficult. The
Change of Control purchase feature, however, is not the result of management's
knowledge of any specific effort to accumulate the Company's stock or to obtain
control of the Company by means of a merger, tender offer, solicitation or
otherwise, or part of a plan by management to adopt a series of anti-takeover
provisions. Instead, the Change of Control purchase feature is a result of
negotiations between the Company and the Series A Purchasers. Management has
no present intention to engage in a transaction involving a Change of Control,
although it is possible that the Company would decide to do so in the future.
The Board of Directors does not have the ability to waive the Change of Control
purchase feature in the event of a highly leveraged transaction.

- 25 -

<PAGE>
ASSET SALES. The Indenture provides that neither the Company nor
any of its Subsidiaries shall make any Asset Sale unless (i) the Company or the
applicable Subsidiary receives consideration at the time of such Asset Sale at
least equal to the fair market value of the property or securities sold or
otherwise disposed of (as determined in good faith by the Board of Directors of
the Company evidenced by a resolution of the Board of Directors); (ii) at least
75% of such consideration is in the form of cash (subject to certain exceptions
as to both the meaning of "cash" and the 75% limitation); and (iii) the Excess
Cash Proceeds received by the Company or such Subsidiary, as the case may be,
from such Asset Sale are applied as set forth below.

Within 360 days after the later of such sale or the receipt of
Excess Proceeds, the Excess Proceeds from such sale may (i) be applied to
permanently reduce Senior Indebtedness, (ii) be used to make Related Business
Investments or Capital Expenditures on one or more of the Company's or its
Subsidiaries' Broadcasting Stations, or to enter into a contract to acquire one
or more Broadcasting Stations using such Excess Proceeds and such acquisition
is completed within such 360 day period, or (iii) be used to make a payment
permitted by the next succeeding paragraph which payment shall be counted as a
permanent reduction of the amount of Designated Senior Debt available to be
incurred pursuant to the "Limitation on Indebtedness" covenant, subject to the
definitions of "Senior Bank Debt" and "WGHP Debt." Any Excess Proceeds from an
Asset Sale not applied or invested as provided in this paragraph, will be
deemed to constitute "Available Proceeds" and shall be applied as provided in
the second succeeding paragraph.

The Company may use a portion of the Excess Proceeds from an Asset
Sale to pay dividends on the Company's Capital Stock or redeem, repurchase or
retire shares of the Company's Capital Stock or warrants, rights or options to
purchase or acquire shares of the Company's Capital Stock (any such dividend,
redemption, repurchase or retirement out of Excess Proceeds from a single Asset
Sale an "Asset Sale Payment"), subject to the following conditions and
limitations. An Asset Sale Payment may be made by the Company only if, and to
the extent that, each of the following conditions is satisfied as of the time
of the proposed Asset Sale Payment (the "Determination Time"): (i) the Company
shall have obtained a Bank Agent Consent; (ii) such Asset Sale Payment (as well
as all prior Asset Sale Payments, if any) shall be counted as a permanent
reduction of the amount of Designated Senior Debt available to be Incurred
pursuant to the "Limitation on Indebtedness" covenant, subject to the
definitions of "Senior Bank Debt" and "WGHP Debt"; (iii) the Determination Time
occurs on or prior to December 31, 1996; (iv) only two Asset Sale Payments will
be permitted under the Indenture; (v) no Default or Event of Default shall have
occurred and be continuing at the Determination Time or as a consequence of
such Asset Sale Payment; and (vi) after giving effect to (A) the application of
any Excess Proceeds from the applicable Asset Sale in accordance with clauses
(i) and (ii) of the preceding paragraph prior to the Determination Time, (B)
any Asset Sale Redemption of Notes pursuant to the fourth paragraph under
"Optional Redemption of Notes" out of any Excess Proceeds from the applicable
Asset Sale and (C) any Asset Sale Payment out of any Excess Proceeds from the
applicable Asset Sale, the ratio set forth below is equal to (but not more or
less than) 4.5:1:

D - X

________________

OCF + [(.065)(REP-X-Y)]

where:

D = the aggregate amount of all outstanding Indebtedness of the Company
and its Subsidiaries on a consolidated basis as of the Determination
Time, without giving effect to the Asset Sale Redemption (if any)
represented by "X" in the formula.

- 26 -

<PAGE>
X = the principal amount of Notes (if any) to be redeemed in an optional
Asset Sale Redemption out of Excess Proceeds from the applicable
Asset Sale in order to satisfy the conditions set forth in the
preceding paragraph.

OCF = the Operating Cash Flow of the Company and its Subsidiaries on a
consolidated basis for the four most recent full fiscal quarters
ending immediately prior to the Determination Time, determined on a
pro forma basis after giving effect to (i) the applicable Asset Sale
and any other Asset Sales consummated during such four-quarter
period as if they had occurred at the beginning of such four-
quarter period and (ii) all acquisitions or other dispositions
(whether by merger, consolidation, purchase or sale of securities or
assets or otherwise) of any business or assets, made by the Company
and its Subsidiaries from the beginning of such four-quarter period
through the Determination Time as if such acquisition or disposition
had occurred at the beginning of such four-quarter period.

REP = the total amount of Excess Proceeds from the applicable Asset Sale
remaining after deducting therefrom all portions thereof applied
prior to the Determination Time pursuant to the preceding paragraph
without giving effect to the Asset Sale Redemption (if any)
represented by "X" in the formula or to the Asset Sale Payment
represented by "Y" in the formula.

Y = the amount of the proposed Asset Sale Payment to be made at the
Determination Time pursuant to the preceding paragraph.

As soon as practicable, but in no event later than 10 Business Days
after any date (an "Asset Sale Trigger Date") that the aggregate amount of
Available Proceeds exceeds $15,000,000, the Company shall, if and to the extent
permitted by the agreements governing any Senior Indebtedness of the Company,
subject to the subordination provisions of the Indenture, commence an offer to
purchase the maximum principal amount of Notes that may be purchased out of
such Available Proceeds, at an offer price in cash equal to 100% of the
principal amount thereof, plus accrued and unpaid interest to the date of
purchase.

PROCEDURES FOR OFFERS. Within 60 days following any Change of
Control Trigger Date or within 10 Business Days after any Asset Sale Trigger
Date, the Company shall mail to each Holder at such Holder's registered address
(with a copy to the Trustee) a notice stating: (a) that an Offer is being made
as a result a Change of Control or one or more Asset Sales, as the case may be,
the length of time the Offer shall remain open, and the maximum aggregate
principal amount of Notes that will be accepted for payment pursuant to such
Offer, (b) the purchase price for the Notes, the amount of accrued and unpaid
interest as of the purchase date, and the purchase date (which shall be no
earlier than 30 days nor later than 40 days from the date such notice is
mailed (the "Purchase Date"), and (c) such other information required by the
Indenture and applicable laws and regulations. Notwithstanding the foregoing,
the Company shall not be required to commence an Offer as a result of a Change
of Control if, within 30 days of a Change of Control Trigger date, the Company
notifies the Holders that all outstanding Notes will be redeemed pursuant to a
Change of Control Redemption.

On the Purchase Date for any Offer, the Company will (1) in the case
of an Offer resulting from a Change of Control, accept for payment all Notes or
portions thereof tendered pursuant to such Offer and, in the case of an Offer
resulting from one or more Asset Sales, accept for payment the maximum
principal amount of Notes or portions thereof tendered pursuant to such Offer
that can be purchased out of Excess Proceeds from such Asset Sales, (2) deposit
with the Paying Agent the aggregate purchase price of all Notes or portions
thereof accepted for payment and any accrued and unpaid interest on such Notes
as of the Purchase Date, and (3) deliver or cause to be delivered to the
Trustee all Notes tendered pursuant to the Offer. If less than all Notes
tendered pursuant to any Offer are accepted for payment by the Company for any
reason, selection of the Notes to be purchased by the Trustee shall be in
compliance with the requirements of the principal national securities exchange,
if any, on which the Notes are listed or, if the Notes are not so listed, on a
pro rata basis, by lot or by such method as the Trustee shall deem fair and
appropriate, PROVIDED that Notes accepted for payment in part shall only be
purchased in integral multiples of $1,000. The Paying Agent shall promptly
mail to each Holder of Notes or portions thereof accepted

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for payment an amount equal to the purchase price for such Notes plus any
accrued and unpaid interest thereon, and the Trustee shall promptly
authenticate and mail to such Holder of Notes accepted for payment in part a
new Note equal in principal amount to any unpurchased portion of the Notes, and
any Note not accepted for payment in whole or in part shall be promptly
returned to the Holder to such Note. On and after a Purchase Date, interest
will cease to accrue on the Notes or portions thereof accepted for payment.

The Company will announce the results of the Offer to Holders of the
Notes on or as soon as practicable after the Purchase Date. The Company will
comply with the requirements of Rule 14e-1 under the Exchange Act and all other
applicable securities laws and regulations thereunder in connection with any
Offer.

CERTAIN COVENANTS

RESTRICTED PAYMENTS. The Indenture provides that the Company shall
not, and shall not permit any Subsidiary to, directly or indirectly, make any
Restricted Payment, except (1) dividends, payments or other distributions with
respect of any Capital Stock by any Subsidiary to the Company or any
Wholly-Owned Subsidiary of the Company, (2) repurchases, redemptions,
retirements or acquisitions of Capital Stock by a Wholly-Owned Subsidiary of
the Company from the Company or another Wholly-Owned Subsidiary of the Company,
(3) payments, prepayments, repurchases, redemptions and acquisitions permitted
under the "Limitation on Indebtedness" covenant with respect to Indebtedness
not incurred on violation of such covenant, and (4) Restricted Payments by the
Company if (i) at the time of and after giving effect to the proposed
Restricted Payment no Default or Event of Default, shall have occurred and be
continuing or would occur as a consequence thereof, (ii) at the time of and
immediately after giving effect to the proposed Restricted Payment, the Company
could Incur at least $1.00 of additional Indebtedness pursuant to the
"Limitation on Indebtedness" covenant, and (iii) at the time of and immediately
after giving effect to the proposed Restricted Payment (the value of any such
payment if other than cash, as determined by the Board of Directors, whose
determination shall be conclusive and evidenced by a Board Resolution, PROVIDED
that if such value exceeds $3 million such determination shall be supported by
a fairness opinion of an Independent Financial Advisor) the aggregate amount of
all Restricted Payments (excluding all payments, investments, redemptions,
repurchases, retirements and other acquisitions for value of any Capital Stock
or any Indebtedness of the Company or any Subsidiary in exchange for, or out of
Qualified Capital Stock Proceeds of, the substantially concurrent sale (other
than to the Company or a Subsidiary of the Company, of Qualified Capital Stock
of the Company) declared or made after the Issue Date does not exceed an amount
equal to the sum of (A) Cumulative Operating Cash Flow of the Company and its
Subsidiaries less 1.4 times Cumulative Total Interest Expense of the Company
and its Subsidiaries, plus (B) an amount equal to 100% of the aggregate
Qualified Capital Stock Proceeds received by the Company from the issuance and
sale (other than to a Subsidiary of the Company) of Qualified Capital Stock to
the extent that such proceeds are not used to redeem, repurchase, return or
otherwise acquire Capital Stock or any Indebtedness of the Company or any
Subsidiary pursuant to clause (ii) of the succeeding paragraph, and (C)
$5,000,000.

Notwithstanding the preceding paragraph, the following Restricted
Payments may be made: (i) the payment of any dividend within 60 days after the
date of declaration thereof, if at said date of declaration such payment would
have complied with the provisions of the Indenture; (ii) the redemption,
repurchase, retirement or other acquisition for value of any Capital Stock or
any Indebtedness of the Company or any Subsidiary in exchange for, or out of
the Qualified Capital Stock Proceeds of, the substantially concurrent sale
(other than to the Company or a Subsidiary of the Company) of Qualified Capital
Stock of the Company; and (iii) the redemption of Notes in accordance with the
terms of the Indenture.

INCURRENCE OF INDEBTEDNESS. Except as set forth in this
paragraph and the succeeding two paragraphs, the Company shall not, and shall
not permit any Subsidiary, after the Issue Date, directly or indirectly, to
Incur any Indebtedness (including Acquired Indebtedness). For purposes of the
Indenture, Indebtedness of any Acquired Person that is not a Subsidiary, which
Indebtedness is outstanding at the time such Person is acquired by the Company
or a Subsidiary or becomes, or is merged into or consolidated with, a
Subsidiary, shall be deemed to have

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been Incurred by the Company at the time such Acquired Person becomes, or is
merged into or consolidated with, a Subsidiary.

Notwithstanding the preceding paragraph and in addition to
Indebtedness permitted to be Incurred under the succeeding paragraph, the
Company (subject to limitations set forth in the "Limitation on Certain Debt"
covenant) or any Subsidiary may Incur Indebtedness if (i) no Default or Event
of Default shall have occurred and be continuing at the time or as a
consequence of the Incurrence of such Indebtedness and (ii) on the date of the
Incurrence of such Indebtedness, the Debt to Operating Cash Flow Ratio of the
Company and its Subsidiaries, after giving pro forma effect thereto, is 7.0:1
or less.

Notwithstanding the second preceding paragraph and in addition to
Indebtedness permitted to be Incurred under the immediately preceding
paragraph, the Company and its Subsidiaries may Incur any of the following
Indebtedness: (i) Designated Senior Debt; (ii) Indebtedness evidenced by the
Initial Notes; (iii) Indebtedness to any Wholly-Owned Subsidiary of the Company
or Indebtedness of any Subsidiary to the Company (provided that such
Indebtedness is at all times held by the Company or a Wholly-Owned Subsidiary
of the Company); PROVIDED, HOWEVER, that for purposes of this covenant, upon
either (A) the transfer or other disposition by any such Wholly-Owned
Subsidiary of any Indebtedness so permitted to a Person other than the Company
or another Wholly-Owned Subsidiary of the Company or (B) the issuance, sale,
lease, transfer or other disposition of shares of Capital Stock (including by
consolidation or merger) of such Wholly-Owned Subsidiary to a Person other than
the Company or another such Wholly-Owned Subsidiary, the provisions of this
clause (iii) shall no longer be applicable to such Indebtedness and such
Indebtedness shall be deemed to have been Incurred by the Company at the time
of such transfer or other disposition; (iv) Refinancing Indebtedness with
respect to Indebtedness that was Incurred prior to the Issue Date or, if
incurred after the Issue Date, was Incurred in compliance with the provisions
of the Indenture; PROVIDED, HOWEVER, that (A) the principal amount of such
Refinancing Indebtedness shall not exceed the principal amount (or accreted
value, in the case of Indebtedness issued at a discount) of the Indebtedness so
extended, refinanced, renewed, replaced, substituted, defeased or refunded
(plus the amount of fees, costs and expenses incurred and the amount of any
premium, penalties, breakage costs and other similar amounts required to be
paid in connection with such refinancing pursuant to the terms of the
instrument governing the Indebtedness so extended, refinanced, renewed,
replaced, substituted, defeased or refunded or the amount of any premium
reasonably determined by the Company as necessary to accomplish a refinancing
by means of a tender offer or privately negotiated repurchase, which
determination shall be supported by a fairness opinion from an Independent
Financial Advisor, plus the fees, costs and expenses of such tender offer or
repurchase); and (B) the Refinancing Indebtedness shall (1) have a Weighted
Average Life to Maturity equal to or greater than the Weighted Average Life to
Maturity of the Indebtedness being extended, refinanced, renewed, replaced,
substituted, defeased or refunded; (2) not have a final scheduled maturity
earlier than the final scheduled maturity of the Indebtedness being extended,
refinanced, replaced, renewed, substituted, defeased or refunded; (3) not
permit redemption at the option of the Holder earlier than the earliest date of
redemption at the option of the holder of the Indebtedness being extended,
refinanced, renewed, replaced, substituted, defeased or refunded; and (4) rank
no more senior or be at least as subordinated, as the case may be, in right of
payment to the Notes as the Indebtedness being extended, refinanced, replaced,
renewed, substituted, defeased or refunded; PROVIDED, FURTHER, that the
limitations contained in this clause (iv) shall not preclude the Company or any
of its Subsidiaries from Incurring additional Indebtedness permitted to be
Incurred at the time under this paragraph or the preceding paragraph,
notwithstanding that such additional Indebtedness would fall within the
definition of "Refinancing Indebtedness;" (v) with respect to the Company,
Guarantees of obligations under existing Investments in The Theme Park
Partnership, an Australian partnership, up to an aggregate amount not exceeding
4,033,125 Dollars (Australian); (vi) Indebtedness with respect to Interest Rate
or Currency Protection Agreements; and (vii) Indebtedness not otherwise
permitted to be Incurred pursuant to clauses (i) through (vi) above which,
together with any other outstanding Indebtedness Incurred pursuant to this
clause (vii), has an aggregate principal amount not in excess of $25,000,000 at
any one time outstanding (plus Obligations for related payments for early
termination, interest, fees, expenses and indemnities and other similar amounts
payable thereunder or in connection therewith).

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LIMITATION ON LIENS. The Indenture provides that the Company shall
not, and shall not permit any of its Subsidiaries to, Incur, assume, suffer to
exist, create or otherwise cause to be effective any Lien on any asset now
owned or hereafter acquired, or any income or profits therefrom or assign or
convey any right to receive income therefrom to secure any Indebtedness except:
(i) Permitted Liens, (ii) Liens existing as of the Issue Date (and any
extension, renewal or replacement Liens upon the same Property subject to such
Liens, provided the principal amount of Indebtedness secured by each Lien
constituting such an extension, renewal or replacement Lien shall not exceed
the principal amount of Indebtedness secured by the Lien theretofore existing,
plus amounts described in clause (iv)(A) of the third paragraph of the
"Limitation on Indebtedness" covenant with respect to permitted Refinancing
Indebtedness), (iii) Liens securing all or any Senior Indebtedness; (iv) Liens
securing Indebtedness of any Subsidiary of the Company, PROVIDED that (A) such
Liens are limited to Property or assets of such Subsidiary, (B) the
Indebtedness secured by such Liens was not incurred in violation of the
Indenture and (C) the Indebtedness secured by such Liens is not subordinated to
or junior in right of payment in any respect to any other Indebtedness of such
Subsidiary other than Senior Bank Debt; (v) Liens replacing, extending or
renewing, in whole or in part, any Lien described in the foregoing clauses (i)
through (iv), including in connection with any refinancing of the Indebtedness,
in whole or in part, secured by any such Lien effected in accordance with the
"Limitation on Indebtedness" covenant, PROVIDED that if any such clauses limit
the amount secured by or the Property or assets subject to such Liens, no such
replacement, extension or renewal shall increase the amount of Indebtedness or
the Property or assets subject to such Liens and (vi) any other Lien securing
Indebtedness Incurred in compliance with the "Limitation on Indebtedness"
covenant, if the Notes are equally and ratably secured by the Property or
assets subject to such Lien, PROVIDED that if the Company creates any Lien
under this clause (vi) on its Property or assets to secure any Subordinated
Indebtedness, the Lien securing such Subordinated Indebtedness shall be
subordinated and junior to the Lien securing the Notes with the same or lesser
priorities as such Subordinated Indebtedness has with respect to the Notes.

TRANSACTIONS WITH AFFILIATES. The Indenture provides that neither
the Company nor any of its Subsidiaries shall enter into any transaction or
series of transactions to sell, lease, transfer, exchange or otherwise dispose
of any of its properties or assets or to purchase any property or assets from,
or for the direct or indirect benefit of, an Affiliate of the Company or of any
Subsidiary of the Company, make any Investment in or enter into any contract,
agreement, understanding, loan, advance or Guarantee with, or for the direct or
indirect benefit of, an Affiliate of the Company or of any Subsidiary of the
Company (each, including any series of transactions with one or more
Affiliates, an "Affiliate Transaction"), unless such Affiliate Transaction is
on terms that are no less favorable to the Company or the relevant Subsidiary
than those that could have been obtained at that time in a comparable
transaction by the Company or such Subsidiary with an unrelated Person.

Neither the Company nor any of its Subsidiaries shall enter into an
Affiliate Transaction involving or having a potential aggregate value of more
than $1,000,000, other than transactions in the ordinary course of business,
including, but not limited to, the sale of advertising time or the purchase of
insurance from an Affiliate that is an insurance carrier or through an
Affiliate that is an insurance agent or agency, unless such transaction has
been approved by a majority of the Board of Directors who have no direct or
indirect interest in the Affiliate Transaction or in the Affiliate that is a
party to the Affiliate Transaction, or in any other party that is an Affiliate
of any such Affiliate.

Neither the Company nor any of its Subsidiaries shall enter into an
Affiliate Transaction involving or having a potential aggregate value of more
than $5,000,000 other than transactions in the ordinary course of business,
including, but not limited to, the sale of advertising time that is used by the
purchaser thereof and is not resold unless the Board of Directors shall first
have received a written opinion from an Independent Financial Advisor for the
benefit of the Company and the Holders, which firm is not receiving any
contingent fee or other consideration directly or indirectly related to the
successful completion of the Affiliate Transaction, to the effect that the
proposed Affiliate Transaction is fair to the Company from a financial point of
view.

The provisions of this covenant shall (i) not prohibit or restrict,
if not otherwise in violation of the Indenture, the execution by the Company or
any of its Subsidiaries of, the making by the Company or any of its

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Subsidiaries of any loan, guarantee or other extension of credit contemplated
by, the performance by the Company or any of its Subsidiaries of Obligations
under, the making by the Company or any of its Subsidiaries of any payment
required by, or the exercise by any person of such person's rights under, the
Subsidiary Debt Documents, (ii) not apply to any Restricted Payment that is
made in compliance with the provisions of the "Limitation on Restricted
Payments" covenant, (iii) not apply to the reasonable and customary fees and
compensation paid or indemnity provided on behalf of, officers, directors,
employees or consultants of the Company or any Subsidiary, as determined by the
Board of Directors of the Company or such Subsidiary or the senior management
thereof in good faith, (iv) not apply to any dividend distribution or
redemption of Capital Stock of the Company that is made in compliance with the
provisions of "Mandatory Offers to Repurchase Notes -- Asset Sales" and (v) not
apply to transactions exclusively between or among the Company and any
Wholly-Owned Subsidiary or exclusively between or among Wholly-Owned
Subsidiaries provided such transactions are not otherwise prohibited by the
Indenture, including, but not limited to, the payment by any Subsidiary of the
Company of obligations of such Subsidiary to the Company under the Tax Sharing
Agreement.

RESTRICTIONS AGAINST LIMITATIONS ON UPSTREAM PAYMENTS. The Company
will not, and will not permit any Subsidiary to create or otherwise cause or
suffer to exist or to become effective any Payment Restriction or other
encumbrance or restriction on the ability of any Subsidiary of the Company to
(a) pay dividends or make any other distributions on its Capital Stock or any
other interest or participation in, or measured by, its profits owned by, or
pay any Indebtedness owed to, the Company or a Subsidiary of the Company, (b)
make loans or advances to the Company or a Subsidiary of the Company, or (c)
transfer any of its properties or assets to the Company or any Subsidiary of
the Company, except for such encumbrances or restrictions existing under or by
reasons of: (i) any instrument governing Indebtedness of the Company or any of
its Subsidiaries not Incurred in violation of the Indenture, PROVIDED that such
Payment Restrictions or encumbrances are no more restrictive in the aggregate
with respect to such dividends and other payments than those contained in the
Subsidiary Debt Documents as in effect on the Issue Date, (ii) applicable law,
(iii) any instrument governing Indebtedness or Capital Stock of a Person
acquired by the Company or any of its Subsidiaries as in effect at the time of
such acquisition (except to the extent such Indebtedness was Incurred in
contemplation of or in connection with such acquisition), PROVIDED that such
restriction is not applicable to any Person, or the Property or assets of any
Person, other than the Acquired Person, (iv) non-assignment provisions in
leases entered into in the ordinary course of business and consistent with past
practices, (v) instruments governing purchase money Indebtedness for Property
acquired in the ordinary course of business that only impose restrictions on
the Property so acquired, (vi) any agreement for the sale or disposition of the
Capital Stock or assets of such Subsidiary, PROVIDED that such restriction is
only applicable to such Subsidiary or assets, as applicable, and (vii)
Refinancing Indebtedness permitted under the Indenture with respect to
Indebtedness described in clauses (iii), (iv) or (v), PROVIDED that the
restrictions contained in the agreements governing such Refinancing
Indebtedness are no more restrictive in the aggregate than those contained in
the instrument governing the Indebtedness being refinanced immediately prior to
such refinancing.

LIMITATION ON CERTAIN DEBT. The Indenture provides that the Company
shall not Incur or suffer to exist any Indebtedness (other than Designated
Senior Debt, purchase money Indebtedness secured by a Lien described in clause
(vi) of the definition of "Permitted Liens" (so long as such Indebtedness was
not Incurred in violation of the Indenture), and the Notes) that would rank
subordinate to or junior in right of payment to any other Indebtedness of the
Company, unless the Indebtedness so Incurred is either (i) Pari Passu
Indebtedness or (ii) Subordinated Indebtedness and by its terms, or by the
terms of any agreement or instrument pursuant to which such Subordinated
Indebtedness is Incurred, (A) such Subordinated Indebtedness does not provide
for payments of principal of such Indebtedness at the stated maturity thereof
or by way of a sinking fund applicable thereto or by way of any mandatory
redemption, defeasance, retirement or repurchase thereof by the Company
(including any redemption, retirement or repurchase which is contingent upon
events or circumstances, but excluding any retirement required by virtue of
acceleration of such Indebtedness upon an event of default thereunder), in each
case prior to the final stated maturity of the Notes and (B) such Subordinated
Indebtedness does not permit redemption or other retirement thereof (including
pursuant to an offer to purchase made by the Company) at the option of the
Holder thereof prior to the final stated maturity of the Notes, other than a
redemption or other retirement at the option of the holder of such Subordinated
Indebtedness (including pursuant to an offer to purchase made by the Company)
which is

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conditioned upon a change of control of the Company pursuant to provisions
substantially similar to those contained in the Indenture; PROVIDED, HOWEVER,
that the foregoing limitation shall not apply to (1) distinctions between
categories of Indebtedness which exist by reason of any Liens arising or
created in respect of some but not all Indebtedness and (2) any intercreditor
agreements (to which the Company is not a party) among different classes of
creditors of the Company.

LIMITATION ON ISSUANCES AND DISPOSITIONS OF CAPITAL STOCK OF
SUBSIDIARIES. The Indenture provides that the Company (i) shall not, and shall
not permit any Subsidiary to, transfer, convey, sell, or otherwise dispose of
any Capital Stock, or securities convertible or exchangeable into, or options,
warrants, rights or any other interest with respect to, Capital Stock of a
Subsidiary to any Person (other than the Company or a Wholly-Owned Subsidiary)
unless such transfer, conveyance, sale, lease or other disposition is of 100%
of the Capital Stock of such Subsidiary and the Excess Proceeds from such
transfer, conveyance or sale are applied in accordance with the Asset Sale
provisions of "Mandatory Offers to Repurchase Notes -- Asset Sales" and (ii)
shall not permit any Subsidiary to issue shares of its Capital Stock (other
than directors' qualifying shares), or securities convertible or exchangeable
into, or options, warrants, rights or any other interest with respect to, its
Capital Stock to any Person other than to the Company or a Wholly-Owned
Subsidiary; PROVIDED, HOWEVER, that this paragraph shall not prevent the sale
of less than 100% of the Capital Stock of a Subsidiary of the Company if (A)
immediately after and giving pro forma effect to such transaction as if the
Company ceased to own any equity interest in such Subsidiary on the first day
of the four most recent full fiscal quarters ending immediately prior to such
transaction (even if less than 100% of the Capital Stock of such Subsidiary is
sold) and the application of proceeds therefrom, the Company could incur at
least $1 of Indebtedness pursuant to the second paragraph of the "Limitation on
Indebtedness" covenant or (B) such Subsidiary accounted for 5% or less of
Operating Cash Flow for the four-quarter period described in clause (A) and is
projected by the Company in good faith (as set forth in an Officers'
Certificate delivered to the Trustee) to account for less than 5% of Operating
Cash Flow for the four quarters immediately following such transaction.

REPORTS. Whether or not required by the rules and regulations of
the Commission, so long as any Notes are outstanding, the Company will furnish
to the Trustee and to Holders all quarterly and annual financial information
that would be required to be contained in a filing with the Commission on Forms
10-Q and 10-K if the Company were required to file such Forms, including a
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and, with respect to the annual information only, a report thereon
by the Company's certified independent accountants. In addition, whether or
not required by the rules and regulations of the Commission, the Company will
file a copy of all such information with the Commission for public availability
and make such information available to investors who request it in writing.

LIMITATION ON MERGER, CONSOLIDATION AND SALE OF ASSETS. The
Indenture provides that the Company (i) shall not consolidate with or merge
into any other Person; (ii) shall not permit any other Person to consolidate
with or merge into the Company; (iii) shall not permit any other Person to
consolidate with, merge into or be merged into by, any Subsidiary (in a
transaction in which such Subsidiary (or successor person) remains (or becomes)
a Subsidiary); and (iv) shall not directly or indirectly, transfer, convey,
sell, lease or otherwise dispose of all or substantially all of its properties
and assets as an entirety (except for any Permitted Disposition, or the merger
or consolidation of any Subsidiary of the Company with or into, or the
disposition of all or substantially all of the assets of any Subsidiary of the
Company to, the Company or any Wholly-Owned Subsidiary of the Company) UNLESS,
in any such transaction: (A) in the case the Company shall consolidate with or
merge into another Person or shall directly or indirectly transfer, convey,
sell, lease or otherwise dispose of all or substantially all of its properties
and assets as an entirety, the Person formed by such consolidation or into
which the Company is merged or the Person which acquires by transfer,
conveyance, sale, lease or other disposition all or substantially all of the
properties and assets of the Company as an entirety (for purposes of this
paragraph, a "Successor Company") shall be a corporation, partnership or trust,
shall be organized and validly existing under the laws of the United States of
America, 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, the due and punctual
payment of the principal of (and premium, if any) and interest on all the Notes
and the performance of every covenant of this Indenture on the part of the
Company to be performed or observed; (B) immediately before and

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after giving effect to such transaction and treating any Indebtedness Incurred
by the Company or a Subsidiary of the Company as a result of such transaction
as having been Incurred by the Company or such Subsidiary at the time of such
transaction, no Default or Event of Default shall have occurred and be
continuing; (C) immediately after giving effect to such transaction, and
treating any Indebtedness Incurred by the Company or any Subsidiary as a result
of such transaction as having been Incurred at the time of such transaction,
the Company or the Successor Company could Incur at least $1.00 of additional
Indebtedness pursuant to the second paragraph of the "Limitation on
Indebtedness" covenant; and (D) the Company had delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance, transfer, lease or acquisition and, if a
supplemental indenture is required in connection with such transaction, such
supplemental indenture, complies with this paragraph and that all conditions
precedent herein provided for relating to such transaction have been complied
with, and, with respect to such Officers' Certificate, setting forth the manner
of determination of the ability to Incur Indebtedness in accordance with the
second paragraph of the "Limitation on Indebtedness" covenant as required by
clause (C) of this paragraph of the Company or, if applicable, the Successor
Company.

For purposes of the foregoing, the transfer (by lease, assignment,
sale or otherwise, in a single transaction or series of transactions) of all or
substantially all of the properties and assets of one or more Subsidiaries, the
Capital Stock of which constitutes all or substantially all of the properties
and assets of the Company shall be deemed to be the transfer of all or
substantially all of the properties and assets of the Company.

EVENTS OF DEFAULT. The Indenture provides that each of the
following constitutes an Event of Default: (i) default for 30 days in the
payment when due of interest on the Notes (whether or not prohibited by the
subordination provisions of the Indenture); (ii) default in the payment when
due of principal on the Notes (whether or not prohibited by the subordination
provisions of the Indenture); (iii) failure by the Company for 30 days after
receipt of notice from the Trustee or Holders of at least 25% of the principal
amount of outstanding Notes to comply with any other provisions of the
Indenture or the Notes; (iv) default under any mortgage, indenture or
instrument under which there may be Incurred or by which there may be secured
or evidenced any Indebtedness for money borrowed by the Company or any of its
Subsidiaries (or the payment of which is guaranteed by the Company or any of
its Subsidiaries) whether such Indebtedness now exists, or is created after the
Issue Date, if (A) such default results in the acceleration of such
Indebtedness prior to its express maturity or shall constitute a default in the
payment of such Indebtedness at final maturity of such Indebtedness, and (B)
the principal amount of any such Indebtedness that has been accelerated or not
paid at maturity, when added to the aggregate principal amount of all other
such Indebtedness that has been accelerated or not paid at maturity, exceeds
$10,000,000; (v) failure by the Company or any of its Significant Subsidiaries
to pay final judgments, the uninsured portion of which exceeds $10,000,000,
which judgments are not paid, discharged, bonded or stayed for a period of 60
days after the date of entry thereof, (vi) if under Title 11, United States
Code or any similar Federal or State law for the relief of debtors, (A) the
Company or any Significant Subsidiary commences a voluntary case, consents to
the entry of an order for relief against it in an involuntary case, consents to
the appointment of a Custodian of it or for all or substantially all of its
property, or makes a general assignment for the benefit of its creditors, or
(B) a court of competent jurisdiction enters an order or decree, and such order
or decree remains unstated and in effect for 60 days, that is for relief
against the Company or any Significant Subsidiary in an involuntary case,
appoints a Custodian of the Company or any Significant Subsidiary or for all or
substantially all of the Property of the Company or any Significant Subsidiary,
or orders the liquidation of the Company or any Significant Subsidiary; and
(vii) any of the Applicable Documents shall cease, for any reason, to be in
full force and effect in any material respect, except as a result of an
amendment, waiver or termination thereof as contemplated or permitted hereby or
the Company shall so assert in writing.

If any Event of Default other than an Event of Default arising
pursuant to clause (vi) of the preceding paragraph occurs and is continuing,
the Trustee or the Holders of at least 25% in principal amount of the then
outstanding Notes may declare all the Notes to be due and payable immediately;
PROVIDED, HOWEVER, that if any Indebtedness is outstanding pursuant to the
Subsidiary Debt Documents upon a declaration of acceleration of the Notes,
other than an Event of Default arising pursuant to clause (vi) of the preceding
paragraph, the principal and interest on the Notes will not be payable until
the earlier of (1) the day which is ten business days after notice of

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acceleration is given to the Company and the Senior Agent under the Bank Credit
Agreements, and (2) the date of acceleration of the Indebtedness by the Senior
Agent.

The Holders of a majority in aggregate principal amount of the Notes
then outstanding by notice to the Trustee may on behalf of the Holders of all
of the Notes waive any existing Default or Event of Default and its
consequences under the Indenture except a continuing Default or Event of
Default in the payment of the principal of, or premium, if any, or interest on,
the Notes (which may only be waived with the consent of each Holder of Notes
affected). Subject to certain limitation, Holders of a majority in principal
amount of the then outstanding Notes may direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from Holders of the Notes notice
of any continuing Default or Event of Default (except a Default or Event of
Default relating to the payment of principal, premium or interest) if it
determines that withholding notice is in their interest.

The Company is required to deliver to the Trustee annually a
statement regarding compliance with the Indenture, and the Company is required
upon becoming aware of any Default or Event of Default, to deliver to the
Trustee a statement specifying such Default or Event of Default.

NO RECOURSE AGAINST OTHERS

No director, officer, employee, incorporator or shareholder of the
Company shall have any liability for any obligation of the Company under the
Notes, the Indenture or for any claim based on, in respect of, or by reason of,
any such obligation or the creation of such obligation. Each Holder of Notes
by accepting a Note waives and releases such Persons from all such liability
and such waiver and release is part of the consideration for issuance of the
Notes.

NO CLAIM AGAINST SUBSIDIARIES

The Company and the Holders acknowledge and agree as follows: (a)
the Notes and other Applicable Documents are an obligation of the Company only,
and the Holders have and will have no claim, right or demand against any
Subsidiary of the Company or any assets or properties of any Subsidiary of the
Company on or in respect of the Notes or other Applicable Documents; (b) the
Company is, and is capitalized as, a separate legal entity such that any claim,
right or demand by the Holders with respect to the assets and properties of any
Subsidiary of the Company would be solely as a creditor of a direct or indirect
shareholder of such Subsidiary and that such arrangement has been relied upon
by and is for the benefit of holders of Senior Indebtedness; (c) the Company's
direct and indirect Subsidiaries have no obligation to pay dividends to or to
make Investments in the Company, for the purpose of funding payment obligations
of the Company to the Holders or otherwise, (d) the Subsidiary Debt Documents
permit Subsidiaries of the Company to pay dividends to or to make Investments
in the Company only in limited amounts and under specified circumstances
(PROVIDED that any and all such limitations shall at all times be subject to
the provisions of the "Restrictions Against Limitations on Upstream Payments
Covenant"); and (e) the Subsidiary Debt Documents restrict the amendment of the
Indenture, the Notes and the other Applicable Documents without the consent of
certain of the Bank Lenders.

DEFEASANCE AND DISCHARGE OF THE INDENTURE AND THE NOTES

If at any time the Company irrevocably deposits, or causes to be
deposited, in trust with the Trustee or a Paying Agent, at any time prior to
the stated maturity of the Notes or the date of redemption of all the
outstanding Notes, money and/or direct noncallable obligations of, or
guaranteed by, the United States of America in an amount sufficient (without
reinvestment thereof) to pay timely and discharge the entire principal of the
then outstanding Notes and all interest due thereon to maturity or redemption,
the Indenture shall cease to be of further effect as to all outstanding Notes
(except, among other things, as to (i) remaining rights of registration of
transfer and substitution and exchange of the Notes, (ii) rights of Holders to
receive payment of principal of and interest on the Notes when due, and (iii)
the rights, obligations and immunities of the Trustee).

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TRANSFER AND EXCHANGE

A Holder may transfer or exchange Notes in accordance with the
Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. Neither the Company nor the Registrar shall be
required to issue, register the transfer of or exchange any Note (i) during a
period beginning at the opening of business on the day that the Trustee
receives notice of any redemption from the Company and ending at the close of
business on the day the notice of redemption is sent to Holders, (ii) selected
for redemption, in whole or in part, except the unredeemed portion of any Note
being redeemed in part may be transferred or exchanged, and (iii) during an
Offer if such Note is tendered pursuant to such Offer and not withdrawn.

The registered Holder of a Note will be treated as the owner of it
for all purposes.

AMENDMENT, SUPPLEMENT AND WAIVER

Except as provided in the next two paragraphs, the Indenture or the
Notes may be amended or supplemented with the written consent of the Holders of
at least a majority in aggregate principal amount of the Notes then outstanding
(including consents obtained in connection with a tender offer or exchange
offer for the Notes), and any existing Default or Event of Default or
compliance with any provision of the Indenture or the Notes may be waived with
the consent of the Holders of a majority in principal amount of the then
outstanding Notes (including consents obtained in connection with a tender
offer or exchange offer for Notes).

Without the consent of each Holder affected, an amendment or waiver
shall not: (i) reduce the principal amount of Notes whose Holders must consent
to an amendment, supplement or waiver, (ii) reduce the principal of or change
the fixed maturity of any Note, or alter the provisions with respect to the
redemption of the Notes in a manner adverse to the Holders of the Notes, (iii)
reduce the rate of or change the time for payment of interest on any Note, (iv)
waive a Default or Event of Default in the payment of principal of, or premium,
if any, or interest on, the Notes (except that Holders of at least a majority
in aggregate principal amount of the then outstanding Notes may (a) rescind an
acceleration of the Notes that resulted from a non-payment default, and (b)
waive the payment default that resulted from such acceleration), (v) make any
Note payable in money other than that stated in the Notes, (vi) make any change
in the provisions of the Indenture relating to waivers of past Defaults or the
rights of Holders of Notes to receive payments of principal of, or premium, if
any, or interest on, the Notes, (vii) waive a redemption payment with respect
to any Note, (viii) make any change to the subordination provisions of the
Indenture that adversely affects Holders, or (viii) make any change in the
foregoing amendment and waiver provisions.

Notwithstanding the foregoing, without the consent of any Holder of
Notes, the Company and the Trustee may amend or supplement the Indenture or the
Notes (i) to cure any ambiguity, defect or inconsistency, (ii) to provide for
uncertificated Notes in addition to or in place of certificated Notes, (iii) to
provide for the assumption of the Company's obligations to Holders in the event
of any Disposition involving the Company in which the Company is not the
Surviving Person, (iv) to make any change that would provide any additional
rights or benefits to the Holders or that does not adversely affect the legal
rights under the Indenture of any such Holder, or (v) to comply with
requirements of the Commission in order to effect or maintain the qualification
of the Indenture under the TIA.

CONCERNING THE TRUSTEE

If the Trustee becomes a creditor of the Company, the Indenture
contains certain limitations on the rights of the Trustee to obtain payment of
claims in certain cases or to realize on certain property received in respect
of any such claim as security or otherwise.

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The Holders of a majority in aggregate principal amount of the then
outstanding Notes will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, subject to
certain exceptions. The Indenture provides that in case an Event of Default
has occurred (and has not been cured), the Trustee will be required, in the
exercise of its power, to use the degree of care of a prudent man in the
conduct of his own affairs. The Trustee will be under no obligation to
exercise any of its rights or powers under the Indenture at the request of any
Holder of Notes, unless such Holder shall have offered to the Trustee security
and indemnity satisfactory to it against any loss, liability or expense.

ADDITIONAL INFORMATION

Anyone who receives this Prospectus may obtain a copy of the
Indenture without charge by writing to Great American Communications Company,
One East Fourth Street, Cincinnati, Ohio 45202, Attention: Secretary.

CERTAIN DEFINITIONS

"Acquired Indebtedness" means, with respect to any specified Person
and any Person acquired by such specified Person, Indebtedness of the Acquired
Person existing at the time of the acquisition, including Indebtedness issued
in connection with or in contemplation of, such acquisition.

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

"Applicable Documents" means collectively the Purchase Agreement,
the Registration Rights Agreement, the Indenture and the Notes.

"Applicable Premium" means, with respect to any Note called for
redemption by the Company after a Change of Control, the greater of (i) 1.0% of
the then outstanding principal amount of such Note, and (ii) the total, if
greater than zero, of (A) the present value of all required interest and
principal payments due on such Note, computed using a discount rate equal to
the Treasury Rate plus 75 basis points, minus (B) the then outstanding
principal amount of such Note, minus (C) any accrued and unpaid interest paid
on such Note on the Redemption Date.

"Asset Sale" by any Person means any transfer, conveyance, sale,
lease or other disposition by such Person or any of its Subsidiaries (including
a consolidation or merger or other sale of any such Subsidiaries with, into or
to another Person in a transaction in which such Subsidiary ceases to be a
Subsidiary, but excluding a disposition by a Subsidiary of such Person to such
Person or a Wholly-Owned Subsidiary of such Person) of (i) shares of Capital
Stock (other than directors' qualifying shares) or other ownership interests of
a Subsidiary of such Person, (ii) substantially all of the assets of such
Person or any of its Subsidiaries or (iii) other assets or rights of such
Person or any of its Subsidiaries, whether owned on the date of this Indenture
or thereafter acquired, in one or more related transactions. The term "Asset
Sale" shall not include (i) any Permitted Disposition or (ii) any sale or
issuance by the Company of Qualified Capital Stock of the Company.

"Bank Agent Consent" means, with respect to any Asset Sale Payment,
the written consent of the Representative or Representatives of Holders of at
least a majority in outstanding principal amount of Senior Bank Debt (including
unused commitments which, if funded, would constitute Senior Bank Debt)
delivered by such Representative or Representatives to the Company, with a copy
to the Trustee, prior to such Asset Sale Payment, pursuant to which such
Representative or Representatives consent to such Asset Sale Payment and,
consequently, the related permanent reduction (in the amount of such Asset Sale
Payment) of the amount of Designated Senior

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Debt available to be Incurred under the Indenture. As of the Issue Date, The
First National Bank of Boston would be the Representative entitled to give the
Bank Agent Consent.

"Bank Credit Agreements" means (i) the Loan Agreement, dated as of
August 20, 1993, and amended and restated as of November 30, 1993, among GATR,
the Company, Great American Television and Radio Holdings, Inc., Leisure
Systems, Inc., Great American Broadcasting Company, Continental Bank, N.A. and
The First National Bank of Boston, as managing agents, and the lenders party
thereto, (ii) each instrument pursuant to which Obligations under the Bank
Credit Agreements described in (i) above, or any subsequent Bank Credit
Agreements, are amended, deferred, extended, renewed, replaced, refunded or
refinanced, in whole or in part, and (iii) each instrument now or hereafter
evidencing, governing, guaranteeing or securing any Indebtedness under any Bank
Credit Agreements, in each case, as modified, amended, restated or supplemented
from time to time.

"Bank Lenders" means the lenders under the Bank Credit Agreements.

"Broadcasting Station" means all related licenses, franchises and
permits issued under federal, state or local laws from time to time which
authorize a Person to receive or distribute, or both, over the airwaves, audio,
visual, or microwave signals within a geographic area for the purpose of
providing commercial broadcasting television or radio, together with all
Property owned or used in connection with the programming provided pursuant to,
and all interest of such Person to receive revenues from any other Person which
derives revenues from or pursuant to, said licenses, franchises and permits.

"Business Day" means any day other than a Legal Holiday in New York
City, New York or Hartford, Connecticut.

"Capital Expenditure" means any amount paid in connection with the
purchase or construction of any assets acquired (other than from an Affiliate)
or constructed after the date hereof (a) to the extent the purchase or
construction prices for such assets are or should be included in "addition to
property, plant or equipment" in accordance with GAAP and (b) if the
acquisition or construction of such assets is not part of any acquisition of a
Person.

"Capital Lease Obligation" of any Person means the obligation to pay
rent or other payment amounts under a lease of (or other Indebtedness
arrangements conveying the right to use) real or personal property of such
Person which is required to be classified and accounted for as a capital lease
or a liability on the face of a balance sheet of such Person in accordance with
GAAP. The stated maturity of such obligation shall be the date of the last
payment of rent or any other amount due under such lease prior to the first
date upon which such lease may be terminated by the lessee without payment of a
penalty. Capital Lease Obligation shall not include payments due under any
Film Contracts.

"Capital Stock" of any Person means any and all shares, interests,
rights, participations, each class of common stock and preferred stock of such
Person and/or other equivalents (however designated) of corporate stock or
equity participations, including each class of common stock and preferred stock
of such Person and partnership interests, whether general or limited, of such
Person.

"Cash Equivalents" means:

(a) marketable obligations issued or unconditionally
guaranteed by the United States government, in each case maturing
within 360 days after the date of acquisition thereof;

(b) marketable direct obligations issued by any state of
the United States or any political subdivision of any such state or
any public instrumentality thereof maturing within 360 days after
the date of acquisition thereof and, at the time of acquisition,
having the highest rating obtainable from either Standard & Poor's
Corporation or Moody's Investors Service, Inc.;

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(c) commercial paper maturing no more than 360 days after
the date of acquisition thereof, issued by a corporation organized
under the laws of any state of the United States or of the District
of Columbia and, at the time of acquisition, having a rating in one
of the two highest rating categories obtainable from either Standard
& Poor's Corporation or Moody's Investors Service, Inc.;

(d) money market funds whose investments are made solely
in securities described in clause (a) maturing within one (1) year
after the date of acquisition thereof;

(e) certificates of deposit maturing within 360 days after
the date of acquisition thereof, issued by any commercial bank that
is a member of the Federal Reserve System that has capital, surplus
and undivided profits (as shown on its most recent statement of
condition) aggregating not less than $100,000,000 and is rated A or
better by Moody's Investors Service, Inc. or Standard & Poor's
Corporation; and

(f) repurchase agreements entered into with any commercial
bank of the nature referred to in clause (e), secured by a fully
perfected Lien in any obligation of the type described in any of
clauses (a) through (e), having a fair market value at the time such
repurchase agreement is entered into of not less than 100% of the
repurchase obligation thereunder of such commercial bank.

"Change of Control" means any transaction or series of transactions
in which any of the following occurs: (i) any Person or group (within the
meaning of Rule 13d-3 under the Exchange Act and Sections 13(d) and 14(d) of
the Exchange Act), other than (a) AFC or (b) funds managed by Fidelity
Management & Research Company or any of its Affiliates, becomes the direct or
indirect "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act)
of (A) greater than 50% of the total voting power (on a fully diluted basis as
if all convertible securities had been converted) entitled to vote in the
election of directors of the Company or GATR, or the Surviving Person (if other
than the Company), or (B) greater than 20% of the total voting power (on a
fully diluted basis as if all convertible securities had been converted)
entitled to vote in the election of directors of the Company or GATR, or the
Surviving Person (if other than the Company), and such Person or group has the
ability to elect, directly or indirectly, a majority of the members of the
Board of Directors of the Company; or (ii) the Company or GATR consolidates
with or merges into another Person, another Person consolidates with or merges
into the Company or GATR, the Company or GATR issues shares of its Capital
Stock or all or substantially all of the assets of the Company or GATR are
sold, assigned, conveyed, transferred, leased or otherwise disposed of to any
Person as an entirety or substantially as an entirety in one transaction or a
series of related transactions and the effect of such consolidation, merger,
issuance or sale is as described in clause (i) above. Notwithstanding the
foregoing, no Change of Control shall be deemed to have occurred by virtue of
(I) the company or any of its employee benefit or stock plans filing (or being
required to file after the lapse of time) a Schedule 13D or 14D-1 (or any
successor or similar schedule, form or report under the Exchange Act) or (II)
the purchase by one or more underwriters of Capital Stock of the Company in
connection with a Public Offering.

"Consolidated Interest Expense" means, with respect to any Person,
for any period, the aggregate amount, to the extent such amount was deducted in
computing Consolidated Net Income, of interest, whether expensed or
capitalized, paid, accrued or scheduled to be paid or accrued during such
period (except to the extent accrued in a prior period) in respect of all
Indebtedness of such Person and its subsidiaries (including, without
duplication, original issue discount on any Indebtedness (including, in the
case of the Company, any original issue discount on the Notes) to the extent
attributable to such period), net of interest income. For purposes of this
definition, (a) interest on a Capital Lease Obligation shall be deemed to
accrue at an interest rate reasonably determined by the Board of Directors of
such Person (as evidenced by a Board Resolution) to be the rate of interest
implicit in such Capital Lease Obligation in accordance with GAAP, and (b)
interest shall be increased or reduced by the net cost (including amortization
of discount) or benefit associated with Interest Rate or Currency Protection
Agreements attributable to such period.

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"Consolidated Net Income," with respect to any Person and its
subsidiaries, for any period, means the aggregate of the net income (or loss)
of such Person and its subsidiaries for such period, on a consolidated basis,
determined in accordance with GAAP; PROVIDED that (a) the net income of any
other Person in which such Person or any of its subsidiaries has an interest
(which interest does not cause the net income of such other Person to be
consolidated with the net income of such Person and its subsidiaries in
accordance with GAAP) shall be included only to the extent of the amount of
dividends or distributions actually paid to such Person or such subsidiary by
such other Person in such period; (b) the net income of any subsidiary of such
Person that is subject to any Payment Restriction shall be excluded to the
extent such Payment Restriction actually prevented the payment of an amount
that otherwise could have been paid to, or received by, such Person or a
subsidiary of such Person not subject to any Payment Restriction, PROVIDED,
HOWEVER, that with respect to the Consolidated Net Income of the Company, the
Consolidated Net Income of the Company's Subsidiaries shall not be so excluded,
notwithstanding the existence of any such Payment Restriction, so long as the
terms of any such Payment Restriction limiting the payment of dividends by the
Company's Subsidiaries are not more restrictive at the time of determination of
Consolidated Net Income than the Payment Restrictions limiting such payment of
dividends in effect on the Issue Date; and (c) there shall be excluded the
following: (i) such Person's share, determined in accordance with GAAP, of the
net loss of any other Person in which such Person or any of its subsidiaries
has an interest (which interest does not cause the net loss of such other
person to be consolidated with the net income or loss of such Person and its
subsidiaries in accordance with GAAP), (ii) the net income (or loss) of any
other Person acquired in a pooling of interests transaction for any period
prior to the date of such acquisition, (iii) all gains realized upon or in
connection with or as a consequence of the issuance of the Capital Stock of
such Person or any of its subsidiaries and any gains on pension reversions
received by such Person or any of its subsidiaries, (iv) all gains and losses,
together with any related provision for taxes, realized in connection with any
sale of assets by such Person during such period (including, without
limitation, dispositions pursuant to sale and leaseback transactions), and (v)
all extraordinary gains or losses, together with any related provision for
taxes, realized by such Person during such period and (vi) the cumulative
effect of a change in accounting principles in the year of adoption of such
change.

"Cumulative Operating Cash Flow" means the Operating Cash Flow of
the Company and its Subsidiaries for the period beginning January 1, 1994,
through and including the end of the most recently ended fiscal quarter (taken
as one accounting period) preceding the date of any proposed Restricted
Payment.

"Cumulative Total Interest Expense" means the Total Interest Expense
of the Company and its Subsidiaries for the period beginning January 1, 1994,
through and including the end of the most recently ended fiscal quarter (taken
as one accounting period) preceding the date of any proposed Restricted
Payment.

"Debt to Operating Cash Flow Ratio" means, with respect to any date,
the ratio of (a) the aggregate amount of all outstanding Indebtedness of the
Company and its Subsidiaries as of such date on a consolidated basis to (b)
Operating Cash Flow of the Company and its Subsidiaries on a consolidated basis
for the four most recent full fiscal quarters ending immediately prior to such
date, determined on a pro forma basis after giving effect to all acquisitions
or dispositions (whether by merger, consolidation, purchase or sale of
securities or assets or otherwise) of any business or assets made by the
Company and its Subsidiaries from the beginning of such four-quarter period
through such date as if such acquisition or disposition had occurred at the
beginning of such four-quarter period.

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

"Designated Senior Debt" means and includes (i) the Senior Bank
Debt, and (ii), without duplication, the WGHP Debt.

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

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"Disqualified Capital Stock" means, (i) with respect to any Person,
any Capital Stock of such Person or its subsidiaries that, by its terms, by the
terms of any agreement related thereto or by the terms of any security into
which it is convertible, puttable or exchangeable, is, or upon the happening of
an event or the passage of time would be, required to be redeemed or
repurchased by such Person or its subsidiaries, including at the option of the
Holder, in whole or in part, or has, or upon the happening of an event or
passage of time would have, a redemption or similar payment due, on or prior to
the stated maturity date of the Notes, or (ii) any other Capital Stock of such
Person or its subsidiaries designated as Disqualified Capital Stock by such
Person at the time of issuance.

"Excess Proceeds" means with respect to any Asset Sale by any
Person, the proceeds thereof in the form of cash (including any cash received
by way of deferred payment pursuant to, or amortization of, a note or
installment receivable or otherwise, but only if, as and when received, and
cash received upon sale of securities or other Property or assets received as
consideration with respect to such Asset Sale, except to the extent that any of
the foregoing are financed or sold with recourse to the Company or any
Subsidiary) net of (i) brokerage commissions and other reasonable fees and
expenses (including fees and expenses of counsel and investment bankers)
related to such Asset Sale, (ii) provisions for all taxes payable as a result
of such Asset Sale, (iii) payments made to retire Senior Indebtedness where
such payments are required by the instrument governing such Indebtedness, (iv)
amounts required to be paid to any person (other than the Company or any
Subsidiary) owning a beneficial interest in the Property or assets the subject
of such Asset Sale and (v) appropriate amounts to be provided by the Company or
any Subsidiary, as the case may be, as a reserve, in accordance with GAAP,
against any liabilities associated with such Asset Sale and retained by the
Company or any Subsidiary, as the case may be, after such Asset Sale,
including, without limitation, pension and other post-employment benefit
liabilities, liabilities related to environmental matters and liabilities under
any indemnification obligations associated with such Asset Sale, all as
reflected in an Officers' Certificate delivered to the Trustee.

"Film Contracts" means contracts with suppliers that convey the
right to broadcast specified films, videotape motion pictures, syndicated
television programs or sports or other programming.

"GAAP" means generally accepted accounting principles set forth in
the opinions and pronouncements of the Accounting Principles Board and the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such entity as may be approved by a significant segment of the
accounting profession, which are applicable to the circumstances as of the date
of determination, consistently applied.

"Governmental Body" means any nation or government, any state or
other political subdivision thereof, any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government and any court or arbitrator.

"Guarantee" by any Person means any obligation, contingent or
otherwise, of such Person guaranteeing any Indebtedness of any other Person
(the "Primary Obligor") in any manner, whether directly or indirectly, and
including, without limitation, any obligation of such Person, (i) to purchase
or pay (or advance or supply funds, for the purchase or payment of) such
Indebtedness or to purchase (or to advance or supply funds for the purchase of)
any security for the payment of such Indebtedness, (ii) to purchase property,
securities or services for the purpose of assuring the Holder of such
Indebtedness of the payment of such Indebtedness, or (iii) to maintain working
capital, equity capital or other financial statement, condition or liquidity of
the Primary Obligor so as to enable the Primary Obligor to pay such
Indebtedness (and "Guaranteed," "Guaranteeing" and "Guarantor" shall have
meanings correlative to the foregoing); PROVIDED, HOWEVER, that the Guarantee
by any Person shall not include endorsements by such Person for collection or
deposit, in either case, in the ordinary course of business.

"Incur" means, with respect to any Indebtedness or other obligation
of any Person, to create, issue, incur (by conversion, exchange or otherwise),
assume, Guarantee or otherwise become liable in respect of such Indebtedness or
other obligation or the recording, as required pursuant to GAAP or otherwise,
of any such Indebtedness or other obligation on the balance sheet of such
Person (and "Incurrence," "Incurred," "Incurrable"

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and "Incurring" shall have meanings correlative to the foregoing); provided,
however, that a change in GAAP that results in an obligation of such Person
that exists as such time becoming Indebtedness shall not be deemed an
Incurrence of such Indebtedness.

"Indebtedness" means, with respect to any person, (i) all
liabilities, contingent or otherwise, of such Person (a) for borrowed money
(whether or not the recourse of the lender is to the whole of the assets of
such Person or only to a portion thereof and whether short-term or long-term,
secured or unsecured), (b) evidenced by bonds, notes, debentures, drafts
accepted or similar instruments or letters of credit (including such
liabilities representing the balance deferred and unpaid of the purchase price
of any property, other than any such liability that represents an account
payable or any other monetary obligation to a trade creditor created, incurred,
assumed or guaranteed by such Person in the ordinary course of business in
connection with obtaining goods, materials or services, which account is not
overdue according to the original terms of sale, unless such account payable is
being contested in good faith), (c) for the payment of money relating to
Capital Lease Obligations, or (d) under the terms of any amendment, renewal,
extension or refunding of any liability of the types referred to in the
preceding clauses (a), (b) or (c); (ii) the maximum fixed repurchase price of
all Disqualified Capital Stock of such Person or, if there is no such maximum
fixed repurchase price, the liquidation preference of such Disqualified Capital
Stock, plus accrued but unpaid dividends; (iii) reimbursement obligations of
such Person with respect to letters of credit or bankers' acceptances issued
for the benefit of such Person; (iv) net obligations of such Person with
respect to Interest Rate or Currency Protection Agreements; (v) all liabilities
of others of the kind described in the preceding clause (i), (ii), (iii) or
(iv) that such Person has Guaranteed or that is otherwise its legal liability;
and (vi) all obligations of others secured by a Lien to which any of the
Property or assets of such Person are subject (other than obligations of a
lessor under any operating lease pursuant to which the Company or any of its
Subsidiaries leases Property, if such lessor grants a Lien on such lease to
secure such lessor's Indebtedness), whether or not the obligations secured
thereby shall have been assumed by such Person or shall otherwise be such
Person's legal liability (PROVIDED that if the obligations so secured have not
been assumed by such person or are not otherwise such person's legal liability,
such obligations shall be deemed to be in an amount equal to the fair market
value of such properties or assets, as determined in good faith by the Board of
Directors of such Person, which determination shall be evidenced by a Board
Resolution). For purposes of the preceding sentence, the "maximum fixed
repurchase price" of any Disqualified Capital Stock that does not have a fixed
repurchase price shall be calculated in accordance with the terms of such
Disqualified Capital Stock as if such Disqualified Capital Stock were purchased
on any date on which Indebtedness shall be required to be determined pursuant
to this Indenture, and if such price is based upon, or measured by, the fair
market value of such Disqualified Capital Stock (or any equity security for
which it may be exchanged or converted), such fair market value shall be
determined in good faith by the Board of Directors of such Person, which
determination shall be evidenced by a Board Resolution. For purposes hereof,
Indebtedness incurred by any Person that is a general partnership (other than
non-recourse Indebtedness) shall be deemed to have been incurred by the
general partners of such partnership pro rata in accordance with their
respective interests in the liabilities of such partnership unless any such
general partner shall, in the reasonable determination of the Board of
Directors of the Company, be unable to satisfy its pro rata share of the
liabilities of the partnership, in which case the pro rata share of any
Indebtedness attributable to such partner shall be deemed to be incurred at
such time by the remaining general partners on a pro rata basis in accordance
with their interests.

"Independent Financial Advisor" means a reputable accounting,
appraisal or a nationally recognized investment banking firm that is, in the
reasonable judgment of the Board of Directors of the Company, qualified to
perform the task for which such firm has been engaged hereunder and
disinterested and independent with respect to the Company and its Affiliates.

"Insolvency or Liquidation Proceeding" means, with respect to any
Person, (i) any insolvency or bankruptcy or similar case or proceeding, or any
reorganization, receivership, liquidation, dissolution or winding up of such
Person, whether voluntary or involuntary, or (ii) any assignment for the
benefit of creditors or any other marshalling of assets and liabilities of such
Person.

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"Interest Differential" means, with respect to any Insolvency or
Liquidation Proceeding involving the Company, the difference between the rate
of interest on the Notes and the rate of interest on the Senior Bank Debt
immediately prior to the commencement of such Insolvency or Liquidation
Proceeding, excluding in each case any increase in the rate of interest
resulting from any default or event of default.

"Interest Rate or Currency Protection Agreement" means any interest
rate swap agreement, interest rate cap agreement, currency swap agreement or
other financial agreement or arrangement designed to protect the Company or any
Subsidiary against fluctuations in interest rates or currency exchange rates
and which shall have a notional amount no greater than the payments due with
respect to Indebtedness being hedged thereby.

"Investment" by any Person in any other Person means any investment
by such Person in such other Person, whether by a purchase of assets, in any
transaction or series of related transactions, individually or in the
aggregate, purchase of Capital Stock, capital contribution, loan, advance
(other than reasonable loans and advances to employees for moving and travel
expenses, as salary advances, and other similar customary expenses incurred, in
each case in the ordinary course of business consistent with past practice) or
similar credit extension constituting Indebtedness of such other Person, and
any Guarantee of Indebtedness of such other Person.

"Issue Date" means February 18, 1994, the date of the original
issuance of the Series A Notes.

"Lien" means any mortgage, pledge, encumbrance, charge or adverse
claim affecting title or resulting in an encumbrance against real or personal
property, or a security interest of any kind (including any conditional sale or
other title retention agreement, any lease in the nature thereof, any option or
other agreement to sell which is intended to constitute or create a security
interest, mortgage, pledge or lien, and any filing of or agreement to give any
financing statement under the Uniform Commercial Code (or equivalent statutes)
of any jurisdiction); PROVIDED that in no event shall a true operating (as
opposed to financing) lease be deemed to constitute a Lien hereunder.

"Material Adverse Effect" means a material adverse effect on the
business, Property, operations, conditions (financial or otherwise) or
prospects of the Company or the Company and its Subsidiaries taken as a whole.

"Net Proceeds" shall mean with respect to any Public Offering, the
aggregate net cash proceeds received by the Company, after payment of expenses,
commissions and the like incurred in connection therewith.

"Obligations" with respect to any instrument or agreement means any
and all principal, interest, penalties, premiums, fees, indemnifications,
reimbursements, damages and other charges, obligations and liabilities existing
from time to time under such instrument or agreement, whether direct or
indirect, joint or several, actual, absolute or contingent, matured or
unmatured, liquidated or unliquidated, secured or unsecured, arising by
contract, operation of law or otherwise, including any obligations or
liabilities to repay, redeem, repurchase, retire, acquire or defease any
Indebtedness under such instrument or agreement, or any obligation to establish
a sinking fund for any such purpose.

"Offer" means an offer by the Company to repurchase Notes after any
Change of Control Trigger Date or Asset Sale Trigger Date.

"Officer" means, with respect to any Person, the President, the
Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice
President of such Person.

"Officers' Certificate" means a certificate signed by two Officers,
one of whom must be the President, the Treasurer, a Vice-President or the
Secretary of the Company.

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<PAGE>
"Operating Cash Flow" means, with respect to any period, the
Consolidated Net Income of the Company and its Subsidiaries for such period,
plus (a) provision for taxes based on income or profits, to the extent such
provision for taxes was included in computing such Consolidated Net Income,
plus (b) Consolidated Interest Expense for such period, plus (c) depreciation,
amortization and all other non-cash charges, to the extent such depreciation,
amortization and other non-cash charges were deducted in computing such
Consolidated Net Income (including amortization of goodwill and other
intangibles, but excluding amortization of Film Contracts and write-downs of
Film Contracts).

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

"PARI PASSU", when used with respect to the Indebtedness ranking of
any Indebtedness of any Person in relation to other Indebtedness of such
Person, means that each such Indebtedness (a) either (i) is not subordinated or
junior in right of payment to any other Indebtedness of such Person or (ii) is
subordinate in right of payment to the same Indebtedness of such Person as is
the other and is so subordinate to the same extent and (b) is not subordinate
in right of payment to the other or to any Indebtedness of such Person as to
which the other is not so subordinate.

"Pari Passu Indebtedness" means any Indebtedness of the Company,
whether outstanding at the Issue Date or Incurred thereafter, which (a) ranks
PARI PASSU with the Notes and (b) by its terms, or by the terms of any
agreement or instrument pursuant to which such Indebtedness is Incurred, (i)
does not provide for payments of principal of such Indebtedness at the final
stated maturity thereof or by way of a sinking fund applicable thereto or by
way of any mandatory redemption, retirement or repurchase thereof by the
Company (including any redemption, retirement or repurchase which is contingent
upon events or circumstances, but excluding any retirement required by virtue
of acceleration of such Indebtedness upon an event of default thereunder), in
each case prior to the final stated maturity of the Notes and (ii) does not
permit redemption or other retirement (including pursuant to an offer to
purchase made by the issuer) of such other Indebtedness at the option of the
Holder thereof prior to the final stated maturity of the Notes, other than a
redemption or other retirement at the option of the Holder of such Indebtedness
(including pursuant to an offer to purchase made by the issuer) which is
conditioned upon the change of control of the Company pursuant to provisions
substantially similar to those contained in "Mandatory Offers to Repurchase
Notes -- Change of Control".

"Payment Restriction" means, with respect to a subsidiary of any
Person, any encumbrance, restriction or limitation, whether by operation of the
terms of its charter or by reason of any agreement, instrument, judgment,
decree, order, statute, rule or governmental regulation, on the ability of (i)
such subsidiary to (a) pay dividends or make other distributions on its Capital
Stock or make payments on any obligation, liability or Indebtedness owed to
such Person or any other subsidiary of such Person, (b) make loans or advances
to such Person or any other subsidiary of such Person, or (c) transfer any of
its properties or assets to such Person or any other subsidiary of such Person,
or (ii) such Person or any other subsidiary of such Person to receive or retain
any such (a) dividends, distributions or payments, (b) loans or advances, or
(c) transfer of properties or assets.

"Permitted Disposition" means (i) any transfer, conveyance, sale,
lease or other disposition (a "sale") by the Company or any of its Subsidiaries
of its inventory in the ordinary course of its business; (ii) any sale by the
Company or any of its Subsidiaries in the ordinary course of its business of
its equipment or other tangible Property that is obsolete or no longer useful
or necessary to its business; (iii) any sale by the Company or any of its
Subsidiaries in the ordinary course of its business, and in a manner consistent
with its customary and usual cash management practices, of its Permitted
Investments of the kind described in clause (iii) of the definition thereof;
(iv) the creation or incurrence of any Liens in any Property of the Company or
any of its Subsidiaries that are permitted by the Indenture; and (v) any sale of
Property by or at the direction of a secured party holding a Lien on such
Property, which Lien is permitted by the Indenture, pursuant to the exercise by
such secured party of its rights as a creditor.

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<PAGE>
"Permitted Investment" by any Person means (i) any Related Business
Investment, (ii) Investments in securities or other Property not constituting
cash or Cash Equivalents and received in connection with an Asset Sale, to the
extent permitted by "Mandatory Offers to Repurchase Notes -- Asset Sales" or
any other disposition of assets not constituting an Asset Sale, (iii) cash and
Cash Equivalents, (iv) Investments existing on the Issue Date, (v) Investments
by any Subsidiary in other Subsidiaries, (vi) Investments by the Company in any
of its Subsidiaries required by any instrument or agreement governing Senior
Indebtedness to the extent that such Investments consist of (A) performance
under Guarantees Incurred by the Company in compliance with the Indenture with
respect to Indebtedness of its Subsidiaries not Incurred in violation of the
Indenture or (B) Liens securing the Company's Obligations with respect to any
Guarantee described in the foregoing clause (A), (vii) Investments in the form
of accounts receivable arising from sales of goods or services in the ordinary
course of business, PROVIDED that for any accounts receivable that are more
than 120 days overdue, appropriate reserves or allowances have been established
in accordance with GAAP and (viii) Investments in the form of advances or
prepayments to suppliers or employees in the ordinary course of business.

"Permitted Liens" shall mean (i) Liens for taxes, assessments, and
similar governmental charges to the extent (A) not delinquent or (B) being
contested in good faith by appropriate proceedings and as to which reserves
have been set aside to the extent required by GAAP; (ii) statutory Liens of
landlords and carriers, warehousemen, mechanics, suppliers, materialmen,
repairmen, or other like Liens arising in the ordinary course of business and
with respect to amounts not yet delinquent or being contested in good faith by
appropriate process of law, and for which a reserve or other appropriate
provision, if any, as shall be required by GAAP shall have been made; (iii)
pledges or deposits in the ordinary course of business to secure lease
obligations or nondelinquent obligations under workers' compensation,
unemployment insurance or other social security benefits; (iv) Liens to secure
the performance of public statutory obligations that are not delinquent, appeal
bonds, performance bonds or other obligations of a like nature (other than for
borrowed money); (v) zoning restrictions, easements, rights-of-way,
restrictions, minor defects or irregularities in title and other similar
charges or encumbrances not interfering in any material respect with the
business of the Company or any Subsidiary incurred in the ordinary course of
business; (vi) Liens in respect of purchase money Indebtedness incurred to
acquire furniture, fixtures, equipment or other operating assets provided that
(A) such Liens are limited to the assets acquired after January 1, 1994 and (B)
the principal amount of the Indebtedness secured by such Lien does not exceed
the acquisition cost of such assets; (vii) Liens securing Indebtedness which
secure assets leased pursuant to Capital Lease Obligations; (viii) Liens on any
assets of any Acquired Person securing Acquired Indebtedness which assets or
Acquired Person are acquired by the Company or a Subsidiary subsequent to the
date of the Indenture, and which Liens were in existence on or prior to the
acquisition of such assets or Acquired Person (to the extent that such Liens
were not created in connection with or in contemplation of such acquisition),
provided that such Liens are limited to the assets or Acquired Person so
acquired and the proceeds thereof; and (ix) Liens imposed pursuant to
condemnation or eminent domain or substantially similar proceedings; provided
that in the case of clauses (vi) (vii) and (viii), any Indebtedness secured by
such Liens was not Incurred in violation of the "Limitation on Indebtedness"
covenant.

"Person" means an individual, a partnership, a corporation, a
business trust, a joint stock company, a trust, an unincorporated association,
a joint venture, a Governmental Body or any other entity of whatever nature.

"Post-Petition Interest" means, with respect to any Indebtedness of
any Person, all interest accrued or accruing on such Indebtedness after the
commencement of any Insolvency or Liquidation Proceeding against such Person in
accordance with and at the contract rate (including, without limitation, any
rate applicable upon default) specified in the agreement or instrument
creating, evidencing or governing such Indebtedness, whether or not, pursuant
to applicable law or otherwise, the claim for such interest is allowed as a
claim in such Insolvency or Liquidation Proceeding.

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

"Principal" of a debt security means the principal of the security
including the premium, if any, on the Security.

"Property" means all types of real, personal, tangible, intangible
or mixed property.

"Public Offering" means a firm commitment underwritten primary
public offering of Capital Stock of the Company.

"Purchase Agreement" means, collectively, all of the several Note
Purchase Agreements dated as of February 3, 1994, whereby the Company agreed to
issue and sell and the various Purchasers named in such agreements agreed to
purchase, in the aggregate, $200,000,000 in principal amount of Notes, as the
same may be amended, supplemented or otherwise modified from time to time in
accordance with the terms thereof.

"Tax Qualified Capital Stock" means, with respect to any Person, any
and all Capital Stock issued by such Person after the date on which the Notes
are issued that is not Disqualified Capital Stock.

"Qualified Capital Stock Proceeds" shall mean, with respect to any
Person, (a) in the case of any sale of Qualified Capital Stock (other than
pursuant to a transaction in which such Person Incurs any Indebtedness incurred
in connection with the issuance or acquisition of such Capital Stock), the
aggregate net cash proceeds received by such Person, net of attorney's fees,
accountant's fees and brokerage, consultation, underwriting and other fees and
expenses actually incurred in connection with such issuance or sale and net of
taxes paid or payable as a result thereof or (b) in the case of any exchange,
exercise, conversion or surrender of any Indebtedness of such Person issued for
cash after the date of the Indenture for or into shares of Qualified Capital
Stock of such Person, the net book value of such Indebtedness as adjusted on
the books of such Person to the date of such exchange, exercise, conversion or
surrender, plus any additional amount paid by the security Holder to such
Person upon such exchange, exercise, conversion or surrender and less any and
all payments made to the security Holders, and all other expenses (including
commissions and the like) incurred by such Person in connection therewith.

"Redemption Date", when used with respect to any Note to be redeemed,
means the date fixed for such redemption pursuant to the Indenture and the
Notes.

"Redemption Price", when used with respect to any Note to be
redeemed, means the price fixed for such redemption pursuant to the Indenture
and the Notes.

"Refinancing Indebtedness" means Indebtedness of the Company or any
of its Subsidiaries Incurred or given in exchange for, or the proceeds of which
are used to, extend, refinance, renew, replace, substitute, defease or refund
any other Indebtedness of the Company or any of its Subsidiaries (and related
interest, premium, penalties, breakage costs, fees, expenses and other amounts
owing in respect of such Indebtedness, to the extent permitted to be Incurred
by the Indenture) Incurred in accordance with the terms of the Indenture.

"Related Business Investments" means (i) any Investment by a Person
in any other Person substantially all of whose revenues are derived from the
operation of one or more Broadcasting Stations or from the sale of advertising
time or the delivery, transmission or dissemination of entertainment or
information to public viewers or subscribers, so long that, as a result of such
Investment, (A) such Person becomes a Wholly-Owned Subsidiary, or (B) such
Person either (1) is merged, consolidated or amalgamated with or into the
Company or one of its Wholly-Owned Subsidiaries and the Company or such
Wholly-Owned Subsidiary is the surviving person, or (2) transfers or conveys
substantially all of its assets to, or is liquidated into, the Company or one
of its Wholly-Owned

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Subsidiaries; (ii) the acquisition of all or substantially all the assets of
any Broadcasting Station; and (iii) any Capital Expenditure or Investment, in
each case reasonably related to the business of selling advertising time or
delivering, transmitting or disseminating entertainment or information to
public viewers or subscribers.

"Reorganization Securities" means, with respect to any Insolvency or
Liquidation Proceeding involving the Company, Capital Stock or other securities
of the Company as reorganized or readjusted (or Capital Stock or any other
securities of any other Person (other than a Subsidiary of the Company, unless
the Company is no longer in existence and such Subsidiary is the Surviving
Person)), provided for by a plan of reorganization or readjustment that are
subordinated, at least to the same extent as the Notes, to the payment of all
outstanding Senior Indebtedness after giving effect to such plan of
reorganization or readjustment; PROVIDED, HOWEVER, that, (i) if Capital Stock,
such securities shall have no mandatory repurchase, redemption, prepayment,
sinking fund, or dividend obligations prior to six months following the final
scheduled maturity date if all Senior Indebtedness (as defined by such plan of
reorganization or readjustment, and (ii) if debt securities: (A) such
securities shall not provide for amortization (including sinking fund and
mandatory redemption, repurchase, retirement, defeasance or prepayment
provisions) commencing prior to six months following the final scheduled
maturity of all Senior Indebtedness of the Company (as modified by such plan of
reorganization or readjustment); (B) if the rate of interest on such securities
is fixed, such rate of interest shall not exceed the greater of (1) the rate of
interest on the Notes and (2) the sum of the rate of interest on the Senior
Bank Debt on the effective date of such plan of reorganization or readjustment
and the Interest Differential; (C) if the rate of interest on such securities
floats, such rate of interest shall not exceed at any time the sum of the
interest rate on the Senior Bank Debt at such time and the Interest
Differential; (D) such securities shall not have covenants or default
provisions materially more burdensome to the Company than those in effect with
respect to the Notes on the Issue Date; and (E) no Subsidiary of the Company
(or the Surviving Person, if other than the Company) has any obligation, direct
or indirect, to make, grant or Incur any Lien securing any payment or
distribution of any kind in respect of any Reorganization Securities.

"Representative" means, with respect to any Senior Indebtedness, the
agent or other representative(s), if any, of Holders of such Senior
Indebtedness.

"Restricted Payment" means, with respect to any Person, without
duplication: (i) any dividend or other distribution, whether in cash or in
Property or securities, declared or paid on any shares of such Person's Capital
Stock (other than (A) in the case of the Company, dividends or distributions
payable solely in shares of Qualified Capital Stock of the Company or options,
warrants or other rights to acquire Qualified Capital Stock of the Company and
(B) any dividends, distributions or other payments made to the Company or a
Wholly-Owned Subsidiary by a Subsidiary), or the making by such Person or any
of its subsidiaries of any other distribution in respect of, such Person's
Capital Stock or any warrants, rights or options to purchase or acquire shares
of any class of such Capital Stock (other than exchangeable or convertible
Indebtedness of such person); (ii) the redemption, repurchase, retirement or
other acquisition for value by such Person or any of its subsidiaries, directly
or indirectly, of such person's Capital Stock (and, in the case of a
Subsidiary, Capital Stock of the Company) other than Capital Stock owned by the
Company or a Wholly-Owned Subsidiary or any warrants, rights or options to
purchase or acquire shares of any class of such Capital Stock (other than
exchangeable or convertible Indebtedness of such Person), and other than, in
the case of the Company, through the issuance in exchange therefor solely of
Qualified Capital Stock of the Company; (iii) any payment to purchase, redeem,
defease or otherwise acquire or retire for value any Pari Passu Indebtedness or
Subordinated Indebtedness (other than with the proceeds of Refinancing
Indebtedness permitted under the Indenture), except in accordance with the
mandatory redemption or repayment provisions set forth in the original
documentation governing such Indebtedness; and (iv) any Investment other than
Permitted Investments.

"Senior Agent" means (i) until all Indebtedness under the Bank
Credit Agreements is paid in full in cash, the administrative agent (or the
institution performing similar functions) under the Bank Credit Agreement under
which the greatest aggregate principal amount of Indebtedness is outstanding,
and (ii) if all Indebtedness under the Bank Credit Agreements has been paid in
full, the person (or the Representative of the persons) holding the greatest
amount of Senior Indebtedness.

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"Senior Bank Debt" means (i) the Indebtedness outstanding under the
Bank Credit Agreements up to a maximum principal amount of $250,000,000 minus
(A) the aggregate amount of Excess Proceeds from Asset Sales applied to
permanently reduce the principal of Indebtedness under the Bank Credit
Agreements pursuant to "Mandatory Offers to Repurchase Notes -- Asset Sales,"
minus (B) the aggregate amount of Asset Sale Payments made by the Company,
PROVIDED that a reduction described in this clause (B) that would otherwise be
caused by a particular Asset Sale Payment will not be effective without a Bank
Agent Consent with respect to such Asset Sale Payment if the effect of such
reduction would be to reduce the amount of Designated Senior Debt available to
be Incurred pursuant to the third paragraph of the "Limitation on Indebtedness"
covenant to an amount lower than the amount of Senior Bank Debt outstanding
plus the amount of WGHP Debt outstanding, in each case, as of the applicable
Determination Time (including, in the case of Senior Bank Debt, unused
commitments which the Bank Lenders are unconditionally obligated to fund at the
Determination Time and which, if funded, would constitute Senior Bank Debt).
and (ii) any interest, penalties, fees, indemnifications, reimbursements,
damages and other similar charges (including, but not limited to, all fees and
expenses of counsel and all other charges, fees and expenses) payable under the
Bank Credit Agreements.

"Senior Indebtedness" means and includes all principal of, premium
and interest (including Post-Petition Interest) on and other Obligations with
respect to (i) Designated Senior Debt and (ii) any other Indebtedness of the
Company (other than as otherwise provided in this definition), whether
outstanding on the Issue Date or thereafter Incurred, other than the Notes;
PROVIDED, HOWEVER, that the following shall not constitute Senior Indebtedness:
(A) any Indebtedness which by the terms of the instrument creating or
evidencing the same is PARI PASSU, subordinated or junior in right of payment
to the Notes in any respect, (B) that portion of any Indebtedness Incurred in
violation of the Indenture, (C) any Preferred Stock, or (D) any Indebtedness of
the Company (other than Designated Senior Debt) which is subordinated to or
junior in right of payment in any respect to any other Indebtedness of the
Company. Without limiting the generality of the foregoing, "Senior
Indebtedness" shall include the principal of, premium, if any, and interest
(including Post-Petition Interest) and all other Obligations of every nature of
the Company and its Subsidiaries from time to time in respect of Designated
Senior Debt; PROVIDED, HOWEVER, that any Indebtedness under any refinancing,
refunding or replacement of the Designated Senior Debt shall not constitute
Senior Indebtedness to the extent that the Indebtedness thereunder is by its
express terms subordinate to any other Indebtedness of the Company (other than
Designated Senior Debt). Notwithstanding the foregoing, "Senior Indebtedness"
shall not include (1) Indebtedness evidenced by the Notes, (2) Indebtedness
which when incurred and without respect to any election under Section 1111(b)
of Title 11, United States Code, is without recourse to the Company, (3) any
liability for foreign, federal, state, local or other taxes owed or owing by
the Company, (4) Indebtedness of the Company to the extent such liability
constitutes Indebtedness to a Subsidiary or any other Affiliate of the Company
or any of such Affiliate's subsidiaries, (5) Indebtedness for the purchase of
goods or materials in the ordinary course of business or (6) Indebtedness owed
by the Company for compensation to employees or for services.

"Significant Subsidiary" means, with respect to any Person, any
Subsidiary of such Person that would be (i) a "significant subsidiary" as
defined in (a) or (b) of the definition of that term in Article 1, Rule 1-02 of
Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation
is in effect on the Issue Date or (ii) material to the business, condition
(financial or other), business, operations or prospects of the Company and its
Subsidiaries taken as a whole.

"Subordinated Indebtedness" means Indebtedness of the Company which
is subordinated or junior in right of payment to the Notes.

"Subordinated Obligations" means all Indebtedness and other
Obligations of the Company or any of its Subsidiaries, contingent or otherwise,
now or hereafter existing under or in respect of the Notes (pursuant to the
terms thereof or any other agreement or instrument relating thereto), the
Indenture, or any of the other Applicable Documents.

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"Subsidiary" means any corporation, association, partnership, joint
venture or other business entity of which the Company and/or any Subsidiary of
the Company, directly or indirectly, either (a) in respect of a corporation,
owns or controls more than 50% of the outstanding Capital Stock having ordinary
voting power to elect a majority of the board of directors or similar managing
body, irrespective of whether or not a class or classes shall or might have
voting power by reason of the happening of any contingency, or (b) in respect
of an association, partnership, joint venture or other business entity,
exercises sufficient control over and/or has a sufficiently large interest in,
such association, partnership, joint venture or other business entity that the
operations thereof are, in accordance with GAAP, consolidated with those of the
Company or any Subsidiary.

"Subsidiary Debt Documents" means, collectively, the Bank Credit
Agreements and the WGHP Notes.

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

"Tax Sharing Agreement" means the Agreement of Allocation of Payment
of Federal Income Taxes, dated as of December 28, 1993, among the Company and
its Subsidiaries, as amended, restricted or supplemented from time to time.

"Taxes" means any present or future income, stamp or other taxes,
levies, imposts, duties, fees, assessments, deductions, withholding or other
charges of whatever nature, now or hereafter imposed, levied, collected,
withheld, or assessed by any Governmental Body.

"Total Interest Expense" of a Person means (i) the total amount of
interest expense (including amortization of original issue discount and noncash
interest payments or accruals and the interest component of any Capital Lease
Obligations but, excluding any intercompany interest owed by any Subsidiary to
any other Subsidiary of such Person), (ii) all fees, commissions, discounts and
other charges of the Company and its Subsidiaries with respect to letters of
credit and bankers' acceptances, determined on a consolidated basis in
accordance with GAAP and (iii) the product of (a) the total amount of dividends
declared on Disqualified Capital Stock other than common stock (whether accrued
or paid) of such Person and its consolidated Subsidiaries, times (b) a
fraction, the numerator of which is one and the denominator of which is one
minus the then current combined federal, state and local statutory tax rate of
such Person, expressed as a decimal, in each case, on a consolidated basis and
in accordance with GAAP.

"Treasury Rate" means the yield to maturity at the time of
computation of United States Treasury securities with a constant maturity (as
complied by, and published in, the most recent Federal Reserve Statistical
Release H.15 (519) which has become publicly available at least 2 Business Days
prior to the date fixed for redemption of the Notes following a Change of
Control (or, if such Statistical Release is no longer published, any publicly
available source of similar market data)) most nearly equal to the then
remaining Weighted Average Life to Maturity of the Notes; PROVIDED, HOWEVER,
that if the Weighted Average Life to Maturity of the Notes is not equal to the
constant maturity of a United States Treasury security for which a weekly
average yield is given, the Treasury Rate shall be obtained by linear
interpolation (calculated to the nearest one-twelfth of a year) from the weekly
average yields of Unites States Treasury securities for which such yields are
given, except that if the Weighted Average Life to Maturity of the Notes is
less than one year, the weekly average yield on actually traded United States
Treasury securities adjusted to a constant maturity of one year shall be used.

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

- 48 -

<PAGE>
"WGHP Debt" means (i) the Indebtedness outstanding under the WGHP
Notes up to a maximum principal amount of $17,500,000 minus (A) the aggregate
amount of Excess Proceeds from Asset Sales applied to permanently reduce
principal of Indebtedness under the WGHP Notes pursuant to the second paragraph
under "Mandatory Offers to Repurchase Notes--Asset Sales", minus (B) the
aggregate amount of Asset Sale Payments made by the Company pursuant to the
third paragraph under "Mandatory Offers to Repurchase Notes--Asset Sales" to
the extent such amount has not already been counted as a reduction of Senior
Bank Debt pursuant to clause (i)(B) of the definition of "Senior Bank Debt";
PROVIDED that a reduction described in this clause (B) that would otherwise be
caused by a particular Asset Sale Payment will not be effective without a Bank
Agent Consent with respect to such Asset Sale Payment if the effect of such
reduction would be to reduce the amount of Designated Senior Debt available to
be Incurred pursuant to the "Limitation on Indebtedness" covenant to an amount
lower than the amount of WGHP Debt outstanding plus the amount of Senior Bank
Debt outstanding, in each case as of the applicable Determination Time
(including, in the case of Senior Bank Debt, unused commitments which the Bank
Lenders are unconditionally obligated to fund at the Determination Time and
which, if funded, would constitute Senior Bank Debt), and (ii) any interest,
penalties, fees, indemnifications, reimbursements, damages and other similar
charges payable under the WGHP Notes.

"WGHP Notes" shall mean (i) the 9 1/2% promissory notes of GATR
issued pursuant to that certain Indenture, dated as of December 28, 1993,
between GATR and Star Bank, N.A., as Trustee, (ii) each instrument pursuant to
which obligations under the WGHP Notes described in clause (i) above, or any
subsequent WGHP Notes, are amended, deferred, extended, renewed, replaced,
refunded or refinanced, in whole or in part, and (iii) each instrument now or
hereafter evidencing, governing, guaranteeing or securing any Indebtedness
under any such WGHP Notes, in each case, as modified, amended, restated or
supplemented from time to time.

"Wholly-Owned Subsidiary" means a Subsidiary 100% of the equity
interests in which (however measured) are owned by the Company or a
Wholly-Owned Subsidiary of the Company or the Company and one or more
Wholly-Owned Subsidiaries of the Company taken together, except in any case for
the minimum equity interest required to be held by directors, if any, to
satisfy the requirements of any applicable statute requiring that directors own
qualifying shares.

REGISTRATION RIGHTS

Holders of Series B Notes are not entitled to any registration
rights with respect to the Series B Notes. Holders of Series A Notes are
entitled to certain registration rights pursuant to the Registration Rights
Agreement. Under the Registration Rights Agreement, the Company has agreed,
for the benefit of the Holders of the Series A Notes, to use its best efforts
(i) to file, by April 15, 1994, a registration statement under the Securities
Act with respect to an exchange offer whereby securities identical to the
Series A Notes would be offered to the Holders of the Series A Notes in
exchange for the Series A Notes in order to permit the Holders of the Notes to
offer and sell the Notes under the Securities Act and (ii) to cause such
registration statement to become effective by June 15, 1994. The Registration
Statement of which this Prospectus forms a part constitutes the registration
statement for the Exchange Offer, as contemplated under the Registration Rights
Agreement. The Company will keep the Exchange Offer open for not less than 20
consecutive business days (or longer if required by applicable law).

In the event that either the Company or the Series A Purchasers
determine that the Exchange Offer should not be consummated, the Company will
use its best efforts (i) to file, by April 15, 1994, (which period may be
extended for an additional 15 days in certain circumstances), a registration
statement under the Securities Act to permit the Series A Purchasers to offer
and sell the Series A Notes (the "Shelf Registration Statement"), (ii) to cause
such registration statement to become effective by June 15, 1994, and (iii) to
maintain such effectiveness for a period of three years. The Company will, in
the event of the Shelf Registration Statement, provide to each Holder of the
Series A Notes copies of the prospectus which is a part of the Shelf
Registration Statement, notify each such Holder when the Shelf Registration
Statement for the Series A Notes has become effective and take certain other
actions as are required to permit unrestricted resales of the Series A Notes.
A Holder of Series A Notes who sells such Series A Notes pursuant to the Shelf
Registration Statement generally would be required to be named as a

- 49 -

<PAGE>
selling securityholder in the related prospectus and to deliver a prospectus to
purchasers, would be subject to certain of the civil liability provisions under
the Securities Act in connection with such sales and would be bound by the
provisions of the Registration Rights Agreement which are applicable to such a
Holder (including certain indemnification rights and obligations).

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

The following discussion of certain income tax consequences is based
on laws, regulations, rulings and decisions now in effect, all of which are
subject to change, possibly on a retroactive basis. The discussion does not
cover all aspects of federal taxation that may be relevant to, or the actual
tax effect that any of the matters described herein will have on, particular
Holders, and does not address state, local, foreign or other tax laws. Certain
Holders (including insurance companies, tax-exempt organizations, financial
institutions, broker-dealers, foreign corporations, nonresident aliens and
taxpayers subject to the alternative minimum tax) may be subject to special
rules not discussed below. The description assumes that Holders of the Series
B Notes will hold the Series B Notes as "capital assets" (generally, property
held for investment purposes) within the meaning of Section 1221 of the
Internal Revenue Code of 1986, as amended (the "Code"). EACH HOLDER SHOULD
CONSULT ITS OWN TAX ADVISOR IN DETERMINING THE FEDERAL, STATE, LOCAL, AND ANY
OTHER TAX CONSEQUENCES TO THE PARTICULAR HOLDER OF THE EXCHANGE OF SERIES A
NOTES FOR SERIES B NOTES AND THE OWNERSHIP AND DISPOSITION OF THE SERIES B
NOTES.

EXCHANGE OF NOTES

The exchange of Series A Notes for Series B Notes pursuant to the
Exchange Offer should not be treated as an exchange or other taxable event for
federal income tax purposes because, under regulations proposed by the United
States Treasury, the Series B Notes should not be considered to differ
materially in kind or extent from the Series A Notes. Rather, the Series B
Notes received by a Holder should be treated as a continuation of the Series A
Notes in the hands of such Holder. As a result, there should be no federal
income tax consequences to Holders who exchange Series A Notes for Series B
Notes pursuant to the Exchange Offer and any such Holder should have the same
adjusted basis and holding period in the Series B Notes as it had in the Series
A Notes immediately before the exchange.

ORIGINAL ISSUE DISCOUNT

The Series A Notes were issued on February 18, 1994 and have
Original Issue Discount ("OID") for federal income tax purposes. Because the
Series B Notes will be treated as a continuation of the Series A Notes, which
were issued with OID, the Series B Notes will have OID for U.S. federal income
tax purposes, and Holders of the Series B Notes will be required to recognize
such OID as ordinary income in advance of the receipt of the cash payments to
which such income is attributable. The Internal Revenue Service (the
"Service") issued final Treasury Regulations in February 1994 (the "Treasury
Regulations") relating to the provisions of the Code that govern the inclusion
of OID in income. The Treasury Regulations are to be effective for debt
instruments issued on or after April 4, 1994, and the Series B Notes are
expected to be issued subject to the provisions of the Treasury Regulations.
Since the Treasury Regulations are the best available indication of how the
Service will interpret certain OID provisions of the Code in the absence of
other applicable authority, the discussion below is based in part on such
Treasury Regulations.

The total amount of OID with respect to a Series B Note will be
equal to the excess of the "stated redemption price at maturity" of such note
over its "issue price." The "stated redemption price at maturity" of a Series
B Note will be equal to the sum of all payments required to be made thereunder
other than "qualified stated interest," defined as stated interest that is
unconditionally payable in cash or property (other than debt instruments

- 50 -

<PAGE>
of the Company) at least annually at a single fixed rate. Interest on the
Series B Notes will constitute qualified stated interest. The "issue price"
of all the Series B Notes will be equal to the price paid by the first
purchaser of a Series B Note, other than a brokerage house, broker or similar
person or organization acting in the capacity of an underwriter, placement
agent or wholesaler. Holders of Series B Notes are required to include OID in
income as it accrues in accordance with a constant yield method based on
compounding at the end of each accrual period. The Code provides that, except
as otherwise provided in regulations, the term "accrual period" means a
six-month period (or shorter period from the date of original issue of a note)
which ends on a day in the calendar year corresponding to the maturity date or
the date six months before the maturity date. The Treasury Regulations permit
a Holder to choose an accrual period of any length, which may vary over the
term of the Note, provided that each accrual period is no longer than one year
and each scheduled payment of principal or interest occurs either on the final
day of an accrual period or on the first day of an accrual period. In general,
the amount of OID required to be included in income will increase with each
successive accrual period. If an exchanging Holder purchased a Series A Note
at an "acquisition premium" (generally defined as a purchase price in excess of
the Series A Note's adjusted issue price on the Holder's date of purchase), the
amount of OID includable in the income of the Holder in each taxable year
generally will be reduced by the portion of the acquisition premium properly
allocable to such year.

Stated interest on the Series B Notes will be includable in each
Holder's income in accordance with its regular method of accounting.

DISPOSITION OF SERIES B NOTES

A Holder's tax basis in a Series B Note will be increased by the
amount of OID that is includable in such Holder's income. If a Series B Note
is redeemed, sold or otherwise disposed of, a Holder thereof generally will
recognize gain or loss equal to the difference between the amount realized on
the redemption, sale or other disposition of such Series B Note and such
Holder's adjusted basis in the Series B Note. Subject to the market discount
rules discussed below, such gain or loss will be capital gain or loss and will
be long-term capital gain or loss if, on the date of the sale, the Holder has a
holding period for the Series B Notes (which would include the holding period
of the Series A Notes) of more than one year.

Under the market discount rules of the Code, an exchanging Holder
(other than a Holder who made the election described below) who purchased a
Series A Note with "market discount" (generally defined as the amount by which
the adjusted issue price of the Series A Note on the Holder's date of purchase
exceeds the Holder's purchase price) will be required to treat any gain
recognized on the redemption, sale or other disposition of the Series B Note
received in the exchange as ordinary income to the extent of the market
discount that accrued during the holding period of such Series B Note (which
would include the holding period of the Series A Note). A Holder who has
elected under applicable Code provisions to include market discount in income
annually as such discount accrues will not, however, be required to treat any
gain recognized as ordinary income under these rules. Holders should consult
their tax advisors as to the portion of any gain that would be taxable as
ordinary income under these provisions.

BACKUP WITHHOLDING AND INFORMATION REPORTING

In general, payments of principal (including amounts in respect of
OID), premium, and any accrued interest (as described above under "Description
of Notes -- Registration Rights") with respect to a Series B Note, and the
proceeds of a sale of a Series B Note within the United States will be subject
to information reporting, and possibly to "backup withholding" at a rate of 31%
if the Holder fails to provide its taxpayer identification number on Service
Form W-9, or otherwise fails to establish an exemption from backup withholding.

The backup withholding and information reporting rules set forth
above are under review by the United States Treasury, and their application to
the Series B Notes could be changed prospectively by future regulations.

- 51 -

<PAGE>
Each Series B Note will contain a legend stating that it has
Original Issue Discount and setting forth the issue date, the issue price, the
amount of Original Issue Discount and the yield to maturity. The Company will
report annually to the Service and to each Holder (other than Holders not
subject to the information reporting requirements), the amount of Original
Issue Discount accrued with respect to such Series B Note and any interest paid
with respect to the Series B Notes.

LEGAL MATTERS

Certain legal matters with respect to the validity of the issuance
of the Notes will be passed upon for the Company by Keating, Muething &
Klekamp, Cincinnati, Ohio. That firm is also counsel to American Financial
Corporation, and certain of its Subsidiaries and Affiliates.

EXPERTS

The consolidated financial statements of Great American
Communications Company appearing in Great American Communications Company's
Annual Report on Form 10-K for the year ended December 31, 1993, have been
audited by Ernst & Young, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.

- 52 -

<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 607.0850 of the Florida Business Corporation Act (the
"FBCA") empowers a corporation to indemnify its directors, officers, employees
or agents and to purchase insurance with respect to liability arising out of
their capacity or status as directors, officers, employees or agents. The FBCA
provides further that, in addition to the indemnification permitted thereunder,
a corporation is empowered to make any other or further indemnification of any
of its directors, officers, employees or agents under any by-law, agreement,
vote of shareholders or disinterested directors, or otherwise, both as to
action in his official capacity and as to action in another capacity while
holding such office, except an indemnification against gross negligence or
willful misconduct.

The Restated By-Laws of the Registrant provide for indemnification of the
Registrant's directors and officers against certain liabilities. The
Registrant also maintains directors' and officers' liability insurance for the
directors and principal officers of the Registrant.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

<TABLE>
<CAPTION>
Exhibit Number Description of Document
-------------- -----------------------
<S> <C>
2.1 Joint Prepackaged Plan of Reorganization of GACC and Certain Subsidiaries
under Chapter 11 of the Bankruptcy Code, as incorporated by reference to
Exhibit 2.1 to Amendment No. 2 to GACC's Form S-4 Registration Statement
No. 33-63036 dated September 27, 1993.

3.1 (i) Restated Articles of Incorporation of GACC, as incorporated by reference
to Exhibit 3.1 to GACC's Form 10-K for the year ended December 31, 1993, SEC
File No. 1-8283.

(ii) Restated By-Laws of GACC, as incorporated by reference to Exhibit 3.2 to
GACC's Form 10-K for the year ended December 31, 1993, SEC File 1-8283.

4.1 Indenture dated as of December 28, 1993 between GACC and Shawmut Bank
Connecticut, N.A., as trustee, relating to the 14% Senior Extendable PIK Notes
initially due 2001 (the form of which 14% Senior Extendable PIK Notes
initially due 2001 is included in such Indenture), as incorporated by
reference to Amendment No. 2 to GACC's Form S-4 Registration Statement No.
33-63036 dated September 27, 1993.

</TABLE>

II - 1

<PAGE>

<TABLE>
<S> <C>
4.2 Note Exchange Agreement dated as of September 30, 1993 by and among Great
American Broadcasting Company and former holders of 13% Senior Subordinated
Notes due 2000 named therein, relating to the 13% Senior Subordinated Notes
due 2001 (the form of which 13% Senior Subordinated Notes due 2001 are
included in such Agreement), as incorporated by reference to Exhibit 4.2 to
Amendment No. 2 to GACC's Form S-4 Registration Statement No. 33-63036 dated
September 27, 1993.

4.3 Loan Agreement dated as of August 20, 1993, as amended and restated from time
to time, between Great American Television and Radio Company, Inc., Great
American Broadcasting Company and certain banks, as incorporated by reference
to Exhibit 4.1 to GACC's Form 8-K dated February 18, 1994.

4.4 Indenture dated as of February 18, 1994, between GACC and Shawmut Bank, N.A.,
as Trustee relating to the 9-3/4% Senior Subordinated Notes due 2004, as
incorporated by reference to Exhibit 4.2 to GACC's 8-K dated February 18,
1994.

5 Opinion of Keating, Muething & Klekamp.

10.1 Comprehensive Settlement Agreement dated as of December 1, 1993 by and among
GACC, GACC Holding Company, New GACC Holdings, Inc., Great American
Broadcasting Company, Great American Television and Radio Company, Inc.,
Leisure Systems, Inc., AFC, Carl H. Lindner and the other parties named
therein, as incorporated by reference to Exhibit 10.23 to GACC's Form S-4
Registration Statement No. 33-63036 dated September 27, 1993.

10.2 Letter Agreement dated as of December 21, 1993 between AFC, AIF II, L.P.,
Artemis Finance SNC and certain other holders of Old 9-1/2% Notes, as
incorporated by reference to Exhibit 10.23 to GACC's Form S-4 Registration
Statement No. 33-63036 dated September 27, 1993.

10.3 Note Purchase Agreement dated as of February 3, 1994 between GACC and the
Purchasers designated on the signature pages thereto.

10.4 GACC's 1993 Stock Option Plan as incorporated by reference to Exhibit 10.1 of
GACC's Form 10-K for the year ended December 31, 1993.

21.1 Subsidiaries of GACC as incorporated by reference to Exhibit 21.1 of GACC's
Form 10-K for the year ended December 31, 1993.

23.1 Consent of Independent Auditors.

</TABLE>

II - 2

<PAGE>

<TABLE>
<S> <C>
23.2 Consent of Keating, Muething & Klekamp (contained on Exhibit 5).

24 Power of Attorney (contained on the signature page).

25 Statement of Eligibility of Trustee on Form T-1.

99.1 Form of Letter of Transmittal.

99.2 Form of Notice of Guaranteed Delivery.

99.3 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.

99.4 Form of Letter to Clients.
</TABLE>

ITEM 22. UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes that:

(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
for 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, and (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.

(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
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

(b) 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 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

(c) 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.

II - 3

<PAGE>
(d) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this form,
within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means. This
includes information contained in documents filed subsequent to the effective
date of the Registration Statement through the date of responding to the
request.

(e) To supply by means of a post-effective amendment all
information concerning a transaction, and the company being acquired involved
therein, that was not the subject of and included in the Registration Statement
when it became effective.

II - 4

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized in the City
of Cincinnati, State of Ohio, on the 13th day of April, 1994.

GREAT AMERICAN COMMUNICATIONS COMPANY

BY:/s/ JOHN P. ZANOTTI
John P. Zanotti
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated. Each person below whose
signature is preceded by an (*) hereby constitutes and appoints Gregory C.
Thomas and Samuel J. Simon, or either of them, his true and lawful attorney
and agent, to do any and all acts and instruments for him and in his name in
the capacity indicated below, which said attorneys and agents, or either of
them, may deem necessary or advisable to enable Great American Communications
Company to comply with the Securities Act of 1933, and any rules, regulations
and requirements of the Securities and Exchange Commission, in connection with
this Registration Statement, including specifically, but without limitation,
power and authority to sign amendments (including post-effective amendments).

<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>

/s/ JOHN P. ZANOTTI
-------------------------------------------- Chief Executive Officer and April 13, 1994
John P. Zanotti Director
(Principal
Executive Officer)

/s/ GREGORY C. THOMAS
------------------------------------------- Executive Vice President, April 13, 1994
Gregory C. Thomas Chief Financial Officer and
Treasurer (Principal
Accounting and Financial
Officer)

/s/ THEODORE H. EMMERICH
------------------------------------------- Director April 13, 1994
Theodore H. Emmerich

</TABLE>

II - 5

<PAGE>

Signature Capacity Date
--------- -------- ----
<S> <C> <C>

/s/ JAMES E. EVANS Director April 13, 1994
-------------------------------------------
James E. Evans

/s/ CARL H. LINDNER Director April 13, 1994
-------------------------------------------
Carl H. Lindner

/s/ S. CRAIG LINDNER Director April 13, 1994
-------------------------------------------
S. Craig Lindner

</TABLE>

II - 6

<PAGE>
==================================================================

No dealer, salesperson or other individual has been authorized to give any
information or make any representation not contained in this Prospectus in
connection with the offering covered by this Prospectus. If given or made, such
information or representations must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, the Notes in any jurisdiction where, or to any
person to whom, it is unlawful to make such offer or solicitation. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create an implication that there has not been any change in the
facts set forth in this Prospectus or in the affairs of the Company since the
date hereof.
____________________

<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C>
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . 2

INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE . . . . . . . . . . . . . . . . . . . . . 2

PROSPECTUS SUMMARY . . . . . . . . . . . . . . . . . . . . . . . 3

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . 10

THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . 13

THE EXCHANGE OFFER . . . . . . . . . . . . . . . . . . . . . . . 14

SELECTED FINANCIAL DATA . . . . . . . . . . . . . . . . . . . . . 21

DESCRIPTION OF SERIES B NOTES . . . . . . . . . . . . . . . . . . 22

CERTAIN FEDERAL INCOME TAX
CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . 50

LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . 52

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
</TABLE>

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

GREAT AMERICAN COMMUNICATIONS
COMPANY

$200,000,000
9 3/4% Series B Subordinated Notes

----------
PROSPECTUS
----------

June ___, 1994

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

146702.6

<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit Number Description of Document
-------------- -----------------------
<S> <C>
2.1 Joint Prepackaged Plan of Reorganization of GACC and Certain Subsidiaries under Chapter
11 of the Bankruptcy Code, as incorporated by reference to Exhibit 2.1 to Amendment No.
2 to GACC's Form S-4 Registration Statement No. 33-63036 dated September 27, 1993.

3.1 (i) Restated Articles of Incorporation of GACC, as incorporated by reference to Exhibit
3.1 to GACC's Form 10-K for the year ended December 31, 1993, SEC File No. 1-8283.

(ii) Restated By-Laws of GACC, as incorporated by reference to Exhibit 3.2 to GACC's
Form 10-K for the year ended December 31, 1993, SEC File 1-8283.

4.1 Indenture dated as of December 28, 1993 between GACC and Shawmut Bank Connecticut, N.A.,
as trustee, relating to the 14% Senior Extendable PIK Notes initially due 2001 (the form
of which 14% Senior Extendable PIK Notes initially due 2001 is included in such
Indenture), as incorporated by reference to Amendment No. 2 to GACC's Form S-4
Registration Statement No. 33-63036 dated September 27, 1993.

4.2 Note Exchange Agreement dated as of September 30, 1993 by and among Great American
Broadcasting Company and former holders of 13% Senior Subordinated Notes due 2000 named
therein, relating to the 13% Senior Subordinated Notes due 2001 (the form of which 13%
Senior Subordinated Notes due 2001 are included in such Agreement), as incorporated by
reference to Exhibit 4.2 to Amendment No. 2 to GACC's Form S-4 Registration Statement
No. 33-63036 dated September 27, 1993.

4.3 Loan Agreement dated as of August 20, 1993, as amended and restated from time to time,
between Great American Television and Radio Company, Inc., Great American Broadcasting
Company and certain banks, as incorporated by reference to Exhibit 4.1 to GACC's Form
8-K dated February 18, 1994.

4.4 Indenture dated as of February 18, 1994, between GACC and Shawmut Bank, N.A., as Trustee
relating to the 9-3/4% Senior Subordinated Notes due 2004, as incorporated by reference
to Exhibit 4.2 to GACC's 8-K dated February 18, 1994.

5 Opinion of Keating, Muething & Klekamp.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Exhibit Number Description of Document
-------------- -----------------------
<S> <C>
10.1 Comprehensive Settlement Agreement dated as of December 1, 1993 by and among GACC, GACC
Holding Company, New GACC Holdings, Inc., Great American Broadcasting Company, Great
American Television and Radio Company, Inc., Leisure Systems, Inc., AFC, Carl H. Lindner
and the other parties named therein, as incorporated by reference to Exhibit 10.23 to
GACC's Form S-4 Registration Statement No. 33-63036 dated September 27, 1993.

10.2 Letter Agreement dated as of December 21, 1993 between AFC, AIF II, L.P., Artemis
Finance, SNC and certain other holders of Old 9-1/2% Notes, as incorporated by reference
to Exhibit 10.23 to GACC's Form S-4 Registration Statement No. 33-63036 dated September
27, 1993.

10.3 Note Purchase Agreement dated as of February 3, 1994 between GACC and the Purchasers
designated on the signature pages thereto.

10.4 GACC's 1993 Stock Option Plan as incorporated by reference to Exhibit 10.1 of GACC's
Form 10-K for the year ended December 31, 1993.

21.1 Subsidiaries of GACC as incorporated by reference to Exhibit 21.1 of GACC's Form 10-K
for the year ended December 31, 1993.

23.1 Consent of Independent Auditors.

23.2 Consent of Keating, Muething & Klekamp (contained on Exhibit 5).

24 Power of Attorney (contained on the signature page).

25 Statement of Eligibility of Trustee on Form T-1.

99.1 Form of Letter of Transmittal.

99.2 Form of Notice of Guaranteed Delivery.

99.3 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.

99.4 Form of Letter to Clients.
</TABLE>

<PAGE>

FACSIMILE (513) 579-6957

April 13, 1994

Direct Dial: (513) 579-6517

Great American Communications Company
One East Fourth Street
Cincinnati, Ohio 45202

Ladies and Gentlemen:

RE: Great American Communications Company
Registration Statement on Form S-4
Relating to $200,000,000 Aggregate Principal Amount
of 9 % Series B Senior Subordinated Notes Due 2004

We have acted as counsel to Great American Communications
Company, a Florida corporation, in connection with the prepa-
ration of a Registration Statement on Form S-4 filed by the
Company with the Securities and Exchange Commission (the
"Commission") on April 13, 1994. The Registration Statement
relates to the issuance of up to $200,000,000 aggregate prin-
cipal amount of the Company's 9 % Series B Senior Subordinated
Notes due 2004 (the "Notes") and the related indenture dated
as of February 18, 1994 (the "Indenture") entered into by and
between the Company and Shawmut Bank Connecticut, National
Association, as trustee (the "Trustee"). The Indenture is
included as Exhibit 4.4 to the Registration Statement, and
included in such form is the form of the Notes issuable there-
under.

In connection with this opinion, we have examined and are
familiar with originals or copies, certified or otherwise
identified to our satisfaction, of such documents as we have
deemed necessary or appropriate as a basis for the opinion set
forth below, including (i) the Registration Statement (togeth-
er with the form of preliminary prospectus forming a part
thereof (the "Prospectus")), in the form filed by the Company
with the Commission, (ii) the Indenture, (iii) the form of the
<PAGE>

Great American Communications Company
Page 2
April 11, 1994

Notes issuable under the Indenture, (iv) the Statement of
Eligibility on Form T-1 filed with the Commission pursuant to
the Trust Indenture Act of 1939, (v) the Articles of Incorpo-
ration and By-Laws of the Company, each as amended to the date
hereof, and (vi) resolutions of the Board of Directors of the
Company relating to the filing of the Registration Statement
and the proposed issuance of the Notes. In our examination,
we have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all docu-
ments submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified or
photostatic copies and the authenticity of the originals of
such latter documents. As to any facts material to the opin-
ion expressed herein that were not independently established
or verified, we have relied upon oral or written statements
and representations of officers and other representatives of
the Company and others.

Members of our firm are admitted to the bar in the State of
Ohio, and we do not express any opinion as to the laws of any
other jurisdiction other than the laws of the United States of
America and the General Corporation Laws of the State of
Florida.

Based upon and subject to the foregoing, we are of the
opinion that, when (i) the Registration Statement has become
effective under the Securities Act of 1933, (ii) the Inden-
ture, in substantially the form as filed as Exhibit 4.4 to the
Registration Statement, has been qualified under the Trust
Indenture Act of 1939 and has been duly executed by due and
proper action of the Board of Directors so as not to violate
any applicable law or agreement or instrument then binding on
the Company, (iii) the Notes have been duly executed, deliv-
ered and authenticated in accordance with the Indenture, and
(iv) the Notes have been exchanged as contemplated in the
Registration Statement and the Prospectus, the Notes will
constitute valid and binding obligations of the Company,
entitled to the benefits provided in the Indenture and en-
forceable against the Company in accordance with their terms,
except to the extent that enforcement thereof may be limited
by (a) bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or other similar laws now or hereafter
in effect relating to creditors' rights generally and (b)
general principals of equity (regardless of whether enforce-
ability is considered in a proceeding at law or in equity).
<PAGE>

Great American Communications Company
Page 3
April 11, 1994

We hereby consent to the reference to our firm under the
heading "Legal Matters" in the Prospectus and the filing of
this opinion as an exhibit to the Registration Statement.

Very truly yours,

KEATING, MUETHING & KLEKAMP

By: /s/ Paul V. Muething
Paul V. Muething
<PAGE>

GREAT AMERICAN COMMUNICATIONS COMPANY

NOTE PURCHASE AGREEMENT

9 % SENIOR SUBORDINATED NOTES
DUE February 15, 2004

GREAT AMERICAN COMMUNICATIONS COMPANY

Dated as of February 3, 1994

<PAGE>

TABLE OF CONTENTS

Section Page

1. Purchase and Sale of New Notes . . . . . . . . . . 1
1.1. Issuance of New Notes . . . . . . . . . . . . . 1
1.2. Sale and Purchase of New Notes . . . . . . . . 1

2. Closing of Sale of New Notes . . . . . . . . . . . . 1

3. Conditions to Closing. . . . . . . . . . . . . . . . 2
3.1 Conditions Precedent to Obligations of the
Purchaser on the Closing Date. . . . . . . . . 2
(a) Representations and Warranties . . . . . . 2
(b) Performance; No Default . . . . . . . . . 2
(c) Compliance Certificate . . . . . . . . . . 2
(d) Opinions of Counsel . . . . . . . . . . . 2
(e) Legal Investment . . . . . . . . . . . . . 3
(f) Compliance With Securities Laws . . . . . 3
(g) Proceedings and Documents . . . . . . . . 3
(h) Redemption or Prepayment of Old Notes . . 3
(i) Completion of Other Transactions . . . . . 3
(j) Related Matters . . . . . . . . . . . . . 4
(k) No Adverse U.S. Legislation, Action or
Decision . . . . . . . . . . . . . . . . . 4
(l) Governmental and Third Party Permits,
Consents, Etc . . . . . . . . . . . . . . 4
(m) Secretary's Certificate . . . . . . . . . 5
(n) Payment of Closing Fees . . . . . . . . . 5
3.2. Conditions Precedent to Obligations of the
Company on the Closing Date . . . . . . . . . . 5
(a) Representations and Warranties . . . . . . 5
(b) Performance; No Default . . . . . . . . . 6
(c) Compliance With Securities Laws . . . . . 6
(d) Sale of Other New Notes . . . . . . . . . 6
(e) Redemption or Prepayment of Old Notes . . 6
(f) Completion of Other Transactions . . . . . 6
(g) Related Matters . . . . . . . . . . . . . 7
(h) No Adverse U.S. Legislation, Action or
Decision . . . . . . . . . . . . . . . . . 7

4. Representations and Warranties, Etc . . . . . . . . 8
4.1. Organization and Qualification; Authority . . . 8
4.2. Subsidiaries . . . . . . . . . . . . . . . . . 8
4.3. Licenses . . . . . . . . . . . . . . . . . . . 8
4.4. Corporate and Governmental Authorization;
Contravention . . . . . . . . . . . . . . . . . 9
4.5. Validity and Binding Effect . . . . . . . . . . 9
4.6. Capitalization . . . . . . . . . . . . . . . . 9
4.7. Litigation; Defaults . . . . . . . . . . . . . 10

(i)
<PAGE>

4.8. Outstanding Debt . . . . . . . . . . . . . . . 10
4.9. No Material Adverse Change . . . . . . . . . . 10
4.10. Employee Programs . . . . . . . . . . . . 11
4.11. Private Offerings . . . . . . . . . . . . 13
4.12. Broker s or Finder s Commissions . . . . . 13
4.13. Disclosure . . . . . . . . . . . . . . . . 13
4.14. Foreign Assets Control Regulation, Etc . . 14
4.15. Federal Reserve Regulations and Other
Matters . . . . . . . . . . . . . . . . . . . . 14
4.16. Investment Company Act . . . . . . . . . . 15
4.17. Public Utility Holding Company Act . . . . 15
4.18. Interstate Commerce Act . . . . . . . . . 15
4.19. Environmental Regulation, Etc. . . . . . . 15
4.20. Properties and Assets . . . . . . . . . . 16
4.21. Insurance . . . . . . . . . . . . . . . . 16
4.22. Employment Practices . . . . . . . . . . . 17
4.23. Financial Statements . . . . . . . . . . . 17
4.24. Intellectual Property . . . . . . . . . . 18
4.25. Taxes . . . . . . . . . . . . . . . . . . 19
4.26. Transactions with Affiliates . . . . . . . 19

5. Purchase for Investment; Source of Funds . . . . . . 19

6. Restrictions on Transfer . . . . . . . . . . . . . . 20
6.1. Restrictive Legends . . . . . . . . . . . . . 20
6.2. Notice of the Proposed Transfer; Opinions of
Counsel . . . . . . . . . . . . . . . . . . . . 21

7. Definitions . . . . . . . . . . . . . . . . . . . . 22

8. Miscellaneous . . . . . . . . . . . . . . . . . . . 27
8.1. Indemnification; Expenses, Etc . . . . . . . . 27
8.2. Survival of Representations and Warranties;
Severability . . . . . . . . . . . . . . . . . 28
8.3. Amendment and Waive . . . . . . . . . . . . . . 29
8.4. Notices, Etc . . . . . . . . . . . . . . . . . 29
8.5. Successors and Assigns . . . . . . . . . . . . 29
8.6. Descriptive Headings . . . . . . . . . . . . . 29
8.7. Satisfaction Requirement . . . . . . . . . . . 29
8.8 No Claims Against Subsidiaries . . . . . . . . 30
8.9. Governing Law . . . . . . . . . . . . . . . . . 30
8.10. Service of Process . . . . . . . . . . . . 30
8.11. Counterparts . . . . . . . . . . . . . . . 31
8.12. No Adverse Interpretation of Other
Agreements . . . . . . . . . . . . . . . . . . 31
8.13. Waiver of Jury Trial . . . . . . . . . . . 31

(ii)
<PAGE>

SCHEDULES

SCHEDULE 4.1 -- Qualified Jurisdictions

SCHEDULE 4.2 -- Subsidiaries

SCHEDULE 4.4 -- Authorization

SCHEDULE 4.6 -- Agreements Affecting Securities

SCHEDULE 4.7 -- Litigation

SCHEDULE 4.8 -- Outstanding Debt

SCHEDULE 4.10 -- Employee Programs

SCHEDULE 4.19(a) -- . . . . . . . . . . . . . Environmental Liability

SCHEDULE 4.19(b) -- . . . . . . . . . . . . . Environmental Compliance

SCHEDULE 4.20 -- Liens

SCHEDULE 4.21 -- Insurance

SCHEDULE 4.22 -- Employment Matters

SCHEDULE 4.25 -- Taxes

SCHEDULE 4.26 -- Transactions with Affiliates

SCHEDULE 4.27 -- Disclosure Statement

(iii)
<PAGE>

EXHIBITS

EXHIBIT A -- Form of New Note Indenture

EXHIBIT B -- Form of Registration Rights Agreement

(iv)
<PAGE>

GREAT AMERICAN COMMUNICATIONS COMPANY

Note Purchase Agreement dated as of February 3, 1994
between Great American Communications Company, a Florida
corporation (the "Company"), and the purchaser listed on the
signature page hereto (the "Purchaser"). Unless otherwise
defined, capitalized terms used in this Agreement are defined
in Section 7 or, if not defined in Section 7 are defined in
the New Note Indenture; references to a "Schedule" or an
"Exhibit" are, unless otherwise specified, to a Schedule or an
Exhibit attached to this Agreement; references to a "section"
or a "subdivision" are, unless otherwise specified, to a
section or a subdivision of this Agreement.

The Company in consideration of the mutual covenants and
agreements set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, agrees with the Purchaser as follows:

1. Purchase and Sale of New Notes .

1.1. Issuance of New Notes. The Company has
authorized the issuance and sale of up to $200,000,000
aggregate principal amount at issuance of its New Notes, to be
issued pursuant to and in accordance with the terms of the New
Note Indenture. Each New Note will be issued in the principal
amount of $1,000 and integral multiples of $1,000 and will
otherwise be substantially in the form of New Notes set out in
the New Note Indenture, with such changes thereto, if any, as
may be approved by the Purchasers and the Company.

1.2. Sale and Purchase of New Notes. At the
Closing provided for in Section 2, the Company will issue and
sell to the Purchaser and, subject to the terms and conditions
of this Agreement and the New Note Indenture, the Purchaser
will purchase from the Company, the aggregate principal amount
of New Notes specified opposite the Purchaser s name on the
signature page hereto at the purchase price of $976.75 per
$1,000 principal amount of New Notes payable in cash by wire
transfer of immediately available funds. Contemporaneously
with entering into this Agreement, the Company is entering
into separate note purchase agreements (the "Other Note
Purchase Agreements") identical with this Agreement with each
of the Purchasers other than the Purchaser (the "Other
Purchasers"), providing for the sale to each of the Other
Purchasers, at such Closing and at the purchase price set
forth above, of the aggregate principal amount of New Notes
specified opposite such Other Purchaser s name on the
signature pages to the Other Note Purchase Agreements.

2. Closing of Sale of New Notes. The purchase and
delivery of the New Notes to be purchased by the Purchasers
shall take place at the offices of Goodwin, Procter & Hoar,
<PAGE>

Exchange Place, Boston, Massachusetts, at a closing (the
"Closing") on February 18, 1994 or at such other place or on
such other date as the Purchasers and the Company may agree
upon (such date on which the Closing shall have actually
occurred, the "Closing Date"). At the Closing, the Company
will deliver or cause to be delivered to the Purchaser the New
Notes to be purchased by it against payment of the purchase
price therefor. The New Notes to be purchased hereunder shall
be in the form of a single New Note (or such greater number of
New Notes as the Purchaser may request upon 48 hours prior
notification), in each case dated the date of the Closing and
registered in the Purchaser s name or (upon 48 hours prior
notification) that of its nominee. If at the Closing the
Company shall fail to tender to the Purchaser any of the New
Notes to be purchased by it as provided in this Section 2, or
any of the conditions specified in Section 3 shall not have
been satisfied or waived by the Purchaser, the Purchaser
shall, at its election, be relieved of all further obligations
under this Agreement, without thereby waiving any other
respective rights they may have by reason of such failure or
such non-fulfillment.

3. Conditions to Closing.

3.1 Conditions Precedent to Obligations of the
Purchaser on the Closing Date. The Purchaser s obligation to
purchase and pay for the New Notes to be sold to it at the
Closing is subject to the fulfillment to its satisfaction,
prior to or at the Closing, of the following conditions;
provided that any or all of the following conditions may be
waived, in whole or in part, by the Purchaser with respect to
this Agreement in its sole and absolute discretion; provided,
however, that if any such condition shall not have been
satisfied or waived on or prior to February 22, 1994, the
Purchaser will have the right to terminate its obligations
under this Agreement.

(a) Representations and Warranties. The
representations and warranties of the Company contained in
this Agreement and in the other Transaction Documents and
those otherwise made in writing by or on behalf of the Company
in connection with transactions contemplated to be consummated
at the Closing by this Agreement and in the other Transaction
Documents shall be complete and correct when made and at the
time of the Closing, after giving effect to the sale of the
New Notes and the other transactions contemplated to be
consummated at the Closing by this Agreement and the other
Transaction Documents provided however that the Company shall
not be required to represent that the representation and
warranty contained in Section 4.9(i) is correct at the time of
Closing.

2
<PAGE>

(b) Performance; No Default. The Company
shall have performed and complied in all material respects
with all agreements and conditions contained in this Agreement
and the other Transaction Documents required to be performed
or complied with prior to or at the Closing, and at the time
of the Closing, after giving effect to the sale of the New
Notes and the other transactions contemplated to be
consummated at the Closing by this Agreement and the other
Transaction Documents, (i) no Default or Event of Default
shall have occurred and be continuing and (ii) the Company
could incur at least $1.00 of additional indebtedness pursuant
to Section 4.7(b) of the New Note Indenture.

(c) Compliance Certificate. The Company
shall have delivered to the Purchaser an Officers
Certificate, dated the date of the Closing, certifying that
the conditions specified in Sections 3.1(a) and (b) have been
fulfilled.

(d) Opinions of Counsel. The Purchaser
shall have received from Keating, Muething and Klekamp,
counsel for the Company a favorable opinion addressed to the
Purchaser, dated the Closing Date and satisfactory in
substance and form to the Purchaser and Purchaser's Special
Counsel.

(e) Legal Investment. On the Closing Date
the Purchaser s purchase of the New Notes shall be permitted
by the laws and regulations of the jurisdiction to which the
Purchaser is subject (including, without limitation, Section 5
of the Securities Act or Regulation G, T, U, or X of the Board
of Governors of the Federal Reserve System), and credit
controls or similar restraints applicable to the Purchaser
shall not subject the Purchaser to any tax, penalty, liability
or other onerous condition under or pursuant to any applicable
law or governmental regulation, and shall not be enjoined
(temporarily or permanently) under, prohibited by or contrary
to any injunction, order or decree applicable to the
Purchaser.

(f) Compliance With Securities Laws. The
offering, issuance and sale of the New Notes under this
Agreement shall have complied with all applicable requirements
of federal securities laws and the Purchaser shall have
received evidence, if any, of such compliance in form and
substance satisfactory to the Purchaser.

(g) Proceedings and Documents. All
corporate and other proceedings contemplated by this
Agreement, including, without limitation, the matters set
forth in the Transaction Documents and all of the other
documents and instruments incident thereto, shall be

3
<PAGE>

satisfactory to the Purchaser and the Purchasers' Special
Counsel, and the Purchaser and the Purchasers' Special Counsel
shall have received all such counterpart originals or
certified or other copies of such documents as the Purchaser
or the Purchasers' Special Counsel may reasonably request.

(h) Redemption or Prepayment of Old Notes.
Simultaneously with or prior to the issuance and sale to the
Purchasers of the New Notes to be purchased by the Purchasers
at the Closing, the Old Notes shall have been redeemed or
prepaid by the Company in whole in accordance with the
provisions of the respective indenture or other agreement
under which the Old Notes were issued at an aggregate
redemption price plus premium, if any, and accrued but unpaid
interest thereon not to exceed $193,500,000 and Purchasers
Special Counsel shall have received an Officers Certificate,
dated the Closing Date, from the Company and a certificate
dated such date from the trustee under the Old Note
Indentures, in each case to the effect that no Old Notes
remain outstanding.

(i) Completion of Other Transactions.
Simultaneously with or prior to the issuance and sale to the
Purchasers of the New Notes to be purchased by the Purchasers
at the Closing:

(i) the Company and the Trustee shall
have duly entered into the New Note Indenture, and the
Purchasers shall have received fully-executed
counterparts of the New Note Indenture substantially in
the form of Exhibit A in such numbers reasonably
requested by them, such New Note Indenture shall be in
full force and effect and no term thereof shall have been
amended, modified or waived;

(ii) the Company and the Purchasers
shall have duly entered into a registration rights
agreement substantially in the form of Exhibit B (the
"Registration Rights Agreement"), the Purchasers shall
have received fully-executed counterparts of the
Registration Rights Agreement in such numbers reasonably
requested by them, such agreement shall be in full force
and effect and no term or condition thereof shall have
been amended, modified or waived;

(iii) each of the other Transaction
Documents and any other agreements and documents
contemplated thereby and in connection therewith shall
have been executed and delivered by all respective
parties thereto and shall be in full force and effect.

4
<PAGE>

(j) Related Matters. Contemporaneously with
the Closing, the Company's and its Subsidiaries' By-laws and
Certificates of Incorporation or documents equivalent thereto
shall not have been modified or amended since the date
delivered by the Company.

(k) No Adverse U.S. Legislation, Action or
Decision. No legislation, order, rule, ruling or regulation
shall have been enacted or made by or on behalf of any
governmental body, department or agency of the United States
including, without limitation, the Federal Communications
Commission, nor shall any legislation have been introduced and
favorably reported for passage to either House of Congress by
any committee of either such House to which such legislation
has been referred for consideration, nor shall any decision of
any court of competent jurisdiction within the United States
have been rendered which, in the Purchaser s reasonable
judgment, is likely to materially and adversely affect the
business, property, operations, condition (financial or
otherwise) or prospects of the Company or the Company and its
Subsidiaries taken as a whole or materially and adversely
affect any of the New Notes or any part thereof. There shall
be no action, suit, investigation or proceeding pending or
threatened, against or affecting the Purchaser, any of its
properties or rights, or any of its Affiliates, associates,
officers or directors, before any court, arbitrator or
administrative or governmental body which (i) seeks to
restrain, enjoin, prevent the consummation of or otherwise
affect the transactions contemplated by this Agreement and the
other Transaction Documents, or (ii) questions the validity or
legality of any such transactions or seeks to recover damages
or to obtain other relief in connection with any such
transactions, and, to the Purchaser s knowledge, there shall
be no valid basis for any such action, proceeding or
investigation.

(l) Governmental and Third Party Permits,
Consents, Etc. The Company and its Subsidiaries shall have
duly applied for and obtained all approvals, orders, licenses,
consents and other authorizations (collectively, the
"Approvals") from each federal, state and local government and
governmental agency, department or body including, without
limitation, the Federal Communications Commission, or pursuant
to any agreement to which the Company or any of its
Subsidiaries is a party or to which any of them or any of
their assets is subject, which may be required in connection
with this Agreement, the other Transaction Documents or any
other agreements and documents contemplated thereby and in
connection therewith.

(m) Secretary's Certificate. The Purchaser
shall have received a certificate, dated the Closing Date of

5
<PAGE>

the Secretary or Assistant Secretary of the Company,
(i) certifying as true, complete and correct its Charter
Documents (as appropriate) and resolutions relating to the
transactions contemplated hereby attached thereto, (ii) as to
the absence of proceedings or other action for dissolution,
liquidation or reorganization of the Company, (iii) as to the
incumbency and specimen signatures of officers who shall have
executed instruments, agreements and other documents in
connection with the transactions contemplated hereby, (iv) as
to the effect that certain agreements, instruments and other
documents are in the form approved in the resolutions referred
to in clause (i) above, and (v) covering such other matters,
and with such other attachments thereto, as Purchasers'
Special Counsel may reasonably request at least one Business
Day before the Closing Date, which certificates and
attachments thereto shall be satisfactory in form and
substance to such Purchaser.

(n) Payment of Closing Fees. The Company
shall have paid the fees, expenses and disbursements of the
Purchasers Special Counsel reflected in statements of such
counsel rendered prior to or on the Closing Date.

(o) Amendment to Bank Credit Agreement.
Sections 8.2.2, 8.2.4(c), 8.2.8, 8.2.11 and any other
applicable provisions of the Bank Credit Agreement shall have
been amended in accordance with the terms of the Bank Credit
Agreement in order to (i) permit the issuance of the New Notes
(ii) permit the Company's Subsidiaries to make dividends or
distributions to the Company to the extent required to allow
the Company to make interest payments on the New Notes subject
to restrictions consistent with the restrictions contained in
the Bank Credit Agreement applicable to dividends or
distributions to service interest obligations on the Old
Notes, and (iii) to prevent the occurrence of an event of
default under the Bank Credit Agreement as a result of the
redemption or prepayment of Old Notes as set forth in
Section 3.1(h) hereof, the issuance and sale of the New Notes,
and the issuance and sale of New Notes pursuant to an exchange
offer, as contemplated by the Registration Rights Agreement.

3.2. Conditions Precedent to Obligations of the
Company on the Closing Date. The Company's obligation to
issue the New Notes at the Closing is subject to the
fulfillment to its satisfaction, prior to or at the Closing,
of the following conditions; provided that any or all of the
following conditions may be waived, in whole or in part, by
the Company with respect to this Agreement in its sole and
absolute discretion:

(a) Representations and Warranties. The
representations and warranties of the Purchaser contained in

6
<PAGE>

this Agreement and in the other Transaction Documents and
those otherwise made in writing by or on behalf of the
Purchaser in connection with transactions contemplated to be
consummated at the Closing by this Agreement and in the other
Transaction Documents shall be correct in all material
respects when made and at the time of the Closing, after
giving effect to the sale of the New Notes and the other
transactions contemplated to be consummated at the Closing by
this Agreement and the other Transaction Documents, except
that any representations and warranties that relate to a
particular date or period shall be true in all material
respects as of such date or period.

(b) Performance; No Default. The Purchaser
shall have performed and complied in all material respects
with all agreements and conditions contained in this Agreement
and the other Transaction Documents required to be performed
or complied with prior to or at the Closing, and at the time
of the Closing, after giving effect to the sale of the New
Notes and the other transactions contemplated by this
Agreement and the other Transaction Documents, (i) no Default
or Event of Default shall have occurred and be continuing and
(ii) the Company could incur at least $1.00 of additional
indebtedness pursuant to Section 4.7(b) of the New Note
Indenture.

(c) Compliance With Securities Laws. The
offering, issuance and sale of the New Notes under this
Agreement shall have complied with all applicable requirements
of federal securities laws and the Company shall have received
evidence, if any, of such compliance in form and substance
satisfactory to the Company.

(d) Sale of Other New Notes. Concurrently
with the Closing, the Company shall have issued and sold to
each of the Other Purchasers, and each such Other Purchaser
shall have purchased from the Company, the New Notes to be
issued and sold to each such Other Purchaser at the Closing as
specified in the applicable signature page of each of the
Other Note Purchase Agreements.

(e) Redemption or Prepayment of Old Notes.
Simultaneously with or prior to the issuance and sale to the
Purchasers of the New Notes to be purchased by the Purchasers
at the Closing, the Old Notes shall have been redeemed or
prepaid by the Company in whole.

(f) Completion of Other Transactions.
Simultaneously with or prior to the issuance and sale by the
Company of the New Notes to be purchased by the Purchasers at
the Closing:

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<PAGE>

(i) the Company and the Trustee shall
have duly entered into the New Note Indenture, and the
Company shall have received fully-executed counterparts
of the New Note Indenture substantially in the form of
Exhibit A, such New Note Indenture shall be in full force
and effect and no term thereof shall have been amended,
modified or waived;

(ii) the Company and the Purchasers
shall have duly entered into the Registration Rights
Agreement, the Company shall have received fully-executed
counterparts of the Registration Rights Agreement, such
agreement shall be in full force and effect and no term
or condition thereof shall have been amended, modified or
waived;

(g) Related Matters. Contemporaneously with
the Closing, the Company shall have received payment in full
for the New Notes sold pursuant to this Agreement and the
Other Note Purchase Agreements.

(h) No Adverse U.S. Legislation, Action or
Decision. No legislation, order, rule, ruling or regulation
shall have been enacted or made by or on behalf of any
governmental body, department or agency of the United States
including, without limitation, the Federal Communications
Commission, nor shall any legislation have been introduced and
favorably reported for passage to either House of Congress by
any committee of either such House to which such legislation
has been referred for consideration, nor shall any decision of
any court of competent jurisdiction within the United States
have been rendered which, in the Company s reasonable
judgment, is likely to materially and adversely affect the
business, property, operations, condition (financial or
otherwise) or prospects of the Company or the Company and its
Subsidiaries taken as a whole or materially and adversely
affect any of the New Notes or any part thereof as an
investment. There shall be no action, suit, investigation or
proceeding pending or threatened, against or affecting the
Company, any of its properties or rights, or any of its
Affiliates, associates, officers or directors, before any
court, arbitrator or administrative or governmental body which
(i) seeks to restrain, enjoin, prevent the consummation of or
otherwise affect the transactions contemplated by this
Agreement and the other Transaction Documents, or
(ii) questions the validity or legality of any such

8
<PAGE>

transactions or seeks to recover damages or to obtain other
relief in connection with any such transactions, and, to the
Company s knowledge, there shall be no valid basis for any
such action, proceeding or investigation.

(i) Amendment of Bank Credit Agreement
Sections 8.2.2, 8.2.4(c), 8.2.8, 8.2.11 and any other
applicable provisions of the Bank Credit Agreement shall have
been amended in accordance with the terms of the Bank Credit
Agreement in order to (i) permit the issuance of the New Notes
(ii) permit the Company's Subsidiaries to make dividends or
distributions to the Company to the extent required to allow
the Company to make interest payments on the New Notes subject
to restrictions consistent with the restrictions contained in
the Bank Credit Agreement applicable to dividends or
distributions to service interest obligations on the Old
Notes, and (iii) to prevent the occurrence of an event of
default under the Bank Credit Agreement as a result of the
redemption or prepayment of Old Notes as set forth in Section
3.1(h) hereof, the issuance and sale of the New Notes, and the
issuance and sale of New Notes pursuant to an exchange offer,
as contemplated by the Registration Rights Agreement.

4. Representations and Warranties, Etc. In order to
induce the Purchaser to purchase the New Notes , the Company
represents and warrants that:

4.1. Organization and Qualification; Authority.
The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the
jurisdiction of its incorporation, has full corporate power
and authority to own and lease its properties and carry on its
business as presently conducted, is duly qualified, registered
or licensed as a foreign corporation to do business and is in
good standing in each jurisdiction in which the ownership or
leasing of its properties or the character of its present
operations makes such qualification, registration or licensing
necessary, except where the failure so to qualify or be in
good standing would not have a material adverse effect on the
condition (financial or otherwise), assets, business or
results of operations of (a "Material Adverse Effect") the
Company and its Subsidiaries taken as a whole. The Company
has heretofore delivered to Purchasers Special Counsel
complete and correct copies of the certificate of
incorporation or articles of organization or equivalent
organizational document and of the by-laws or equivalent
document of the Company, each as amended to date and as
presently in effect (collectively, "Charter Documents").

4.2. Subsidiaries. The Company s Subsidiaries are
set forth on Schedule 4.2 hereto. Each of the Subsidiaries is
a corporation duly incorporated, validly existing and in good

9
<PAGE>

standing under the laws of the jurisdiction of its
incorporation, has full corporate power and authority to own
and lease its properties, and carry on its business as
presently conducted, is duly qualified, registered or licensed
as a foreign corporation to do business and is in good
standing in each jurisdiction in which the ownership or
leasing of its properties or the character of its present
operations make such qualification, registration or licensing
necessary, except where the failure so to qualify or be in
good standing would not have a Material Adverse Effect on the
Company and its Subsidiaries taken as a whole. Except as
disclosed on Schedule 4.2, the Company owns, directly or
indirectly, all of the outstanding shares of Capital Stock of
each of its Subsidiaries free of any Lien, restriction (other
than restrictions generally applicable to securities under
federal, provincial or state securities laws) or encumbrance,
and said shares have been duly issued and are validly
outstanding.

4.3. Licenses. The Company and its Subsidiaries
hold all material licenses, franchises, permits, consents,
registrations, certificates and other approvals (including,
without limitation, those relating to any Broadcasting
Station, environmental matters, public and worker health and
safety, buildings, highways or zoning) (individually, a
"License" and collectively, "Licenses") required for the
conduct of its business as now being conducted, and is
operating in compliance therewith, except where the failure to
hold any such License or to operate in compliance therewith
would not have a Material Adverse Effect on the Company and
its Subsidiaries, taken as a whole. The Company and its
Subsidiaries are in substantial compliance with all laws,
regulations, orders and decrees applicable to it, except in
each case where the failure so to comply would not have a
Material Adverse Effect on the Company and its Subsidiaries,
taken as a whole or a material adverse effect on the ability
of the Company to perform on a timely basis any obligation
that it has or will have under any Transaction Document to
which it is a party.

4.4. Corporate and Governmental Authorization;
Contravention. Except as set forth on Schedule 4.4, the
execution, delivery and performance by the Company of the
Transaction Documents and all other instruments or agreements
to be executed in connection herewith or therewith, the
issuance and sale to the Purchasers of the New Notes pursuant
to this Agreement and the redemption and prepayment of the Old
Notes, are within the Company s corporate powers, having been
duly authorized by all necessary corporate action on the part
of the Company and each such Subsidiary if required; do not
require any License, authorization, approval, qualification or
formal exemption from, or other action by or in respect of, or

10
<PAGE>

filing of a declaration or registration with, any court,
Governmental Authority, agency or official or other Person
(except such as have been obtained or as may be required under
the Securities Act or state securities or Blue Sky laws); do
not contravene or constitute a default under or violation of
(i) any provision of applicable law or regulation of any
Governmental Authority, (ii) the Charter Documents of the
Company, (iii) any agreement (or require the consent of any
Person under any agreement that has not been obtained) to
which the Company or any of its Subsidiaries is a party, or
(iv) any judgment, injunction, order, decree or other
instrument binding upon the Company, any of its Subsidiaries
or any of their respective properties, except where such
contravention, default or violation would not have a Material
Adverse Effect on the Company and its Subsidiaries, taken as a
whole; and do not and will not result in the creation or
imposition of any Lien on any asset of the Company or any of
its Subsidiaries, other than Liens contemplated by the New
Note Indenture.

4.5. Validity and Binding Effect. Each of the
Transaction Documents has been duly executed and delivered by
the Company and is a valid and binding agreement of the
Company, enforceable against the Company, in accordance with
their respective terms, except for (a) the effect upon the
Transaction Documents of bankruptcy, insolvency,
reorganization, moratorium and other similar laws relating to
or affecting the rights of creditors generally and
(b) limitations imposed by a court of competent jurisdiction
under general equitable principles upon the specific
enforceability of any of the remedies, covenants or other
provisions of the Transaction Documents and upon the
availability of injunctive relief or other equitable remedies.

4.6. Capitalization. As of the Closing Date,
except as set forth in the section of the Disclosure Statement
entitled "Certain Risk Factors - Control by Principal
Stockholders" and "Description of Capital Stock " or on
Schedule 4.6 hereto, (i) there are no outstanding
subscriptions, options, warrants, rights, convertible or
exchangeable securities or other agreements or commitments of
any character obligating the Company or its Subsidiaries to
issue any securities; (ii) there are no voting trusts or other
agreements or understandings to which the Company or its
Subsidiaries is a party with respect to the voting of the
Capital Stock of the Company or its Subsidiaries and (iii)
except as contemplated by the Registration Rights Agreement,
neither the Company nor any of its Subsidiaries has entered
into any agreement to register its equity or debt securities
under the Securities Act.

11
<PAGE>

4.7. Litigation; Defaults. Except as disclosed in
the Section of the Disclosure Statement entitled "Business -
Legal Proceedings" or in Schedule 4.7 hereto, there is no
action, suit, proceeding or investigation pending or, to the
knowledge of the Company, threatened against or affecting the
Company, any of its Subsidiaries, or any properties of any of
the foregoing, before or by any court or arbitrator or any
governmental body, agency or official which (individually or
in the aggregate) could (i) have a Material Adverse Effect on
the Company and its Subsidiaries, taken as a whole or
(ii) impair the ability of the Company to perform fully on a
timely basis any obligation which the Company has or will have
under any Transaction Document to which the Company is a
party. The Company is not in violation of, or in default
under (and there does not exist any event or condition which,
after notice or lapse of time or both, would constitute such a
default under), any term of its Charter Documents. Neither
the Company or any Subsidiary is in violation of, or in
default under (and there does not exist any event or condition
which, after notice or lapse of time or both, would constitute
a default under), any term of any agreement, instrument,
judgment, decree, order, statute, injunction, governmental
regulation, rule or ordinance (including without limitation,
those relating to radio or television communications)
applicable to the Company or any of its Subsidiaries or to
which the Company or any of its Subsidiaries is bound, or to
any properties of the Company or any of its Subsidiaries,
except in each case to the extent that such violations or
defaults, individually or in the aggregate, could not
reasonably (a) affect the validity of any Transaction
Document, (b) have a Material Adverse Effect on the Company
and its Subsidiaries, taken as a whole, or (c) impair the
ability of the Company to perform fully on a timely basis any
obligation which the Company has or will have under any
Transaction Document to which the Company is a party.

4.8. Outstanding Debt. Except as set forth in the
sections of the Disclosure Statement entitled "Selected
Financial Data," "Management Discussion and Analysis of
Financial Condition and Results of Operations," "Pro Forma
Unaudited Financial Information" and "Consolidated Financial
Statements" at and as of the Closing Date, neither the Company
nor any of its Subsidiaries will have outstanding any debt for
borrowed money, or obligations or liabilities evidenced by
bonds, debentures, notes or other similar instruments or under
capital leases other than short-term debt incurred in the
ordinary course of business. Schedule 4.8 contains a complete
and accurate list of all material guarantees, assumptions,
purchase agreements and similar agreements and arrangements
whereby the Company or any of its Subsidiaries is or may
become directly or indirectly liable or responsible for the
indebtedness or other obligations of another Person other than

12
<PAGE>

the Company or any of its Subsidiaries, except for negotiable
instruments endorsed for collection or deposit in the ordinary
course of its business, identifying, with respect to each of
the respective parties, amounts and maturities.

4.9. No Material Adverse Change. Since September
30, 1993, except with respect to the matters and transactions
disclosed in the Disclosure Statement, there has been (i) no
material adverse change in the condition (financial or other),
assets, business, or results of operations of the Company or
any of its Significant Subsidiaries (as defined in the New
Note Indenture), (ii) no obligation or liability (contingent
or other) incurred by the Company or any of its Subsidiaries,
other than obligations and liabilities incurred in the
ordinary course of business, and no mortgage, encumbrance or
Lien placed on any of the properties of the Company or any of
its Subsidiaries which remains in existence on the date
hereof, other than Liens permitted by the New Note Indenture
and liabilities and Liens described on Schedule 4.20 hereto,
and (iii) no acquisition or disposition of any material assets
by the Company or any of its Subsidiaries (or any contract or
arrangement therefor), or any other material transaction,
otherwise than for fair value in the ordinary course of
business.

4.10. Employee Programs. Schedule 4.10 sets forth
a list of every Employee Program maintained by the Company or
any Current Affiliate at any time during the six-year period
ending as of the date hereof or with respect to which a
liability of the Company or an Affiliate exists. Each
Employee Program (other than a Multiemployer Plan) which has
been maintained by the Company during the six-year period
ending on the Closing Date and which has been intended to
qualify under Section 401(a) or Section 501(c)(9) of the Code
has received a favorable determination or approval letter from
the Internal Revenue Service regarding its qualification under
such section or the remedial amendment period under Section
401(b) of the Code has not yet expired with respect to such
Employee Program and nothing has occurred that would adversely
affect such qualification since the date of such letter or
application for a determination or approval letter has been
timely made and no reason exists why a favorable determination
or approval shall not be granted. There has been no failure
of any party to comply with any laws applicable with respect
to the Employee Programs that have been maintained by the
Company or any Current Affiliate, and no such failure will
result from completion of the transactions contemplated
hereby. With respect to any Employee Program ever maintained
by the Company or an Affiliate, there has been no "prohibited
transaction," as defined in Section 406 of ERISA or Code
Section 4975, or breach of any duty under ERISA or other
applicable law or any agreement which in any such case could

13
<PAGE>

subject the Company to material liability either directly or
indirectly (including, without limitation, through any
obligation of indemnification or contribution) for any
damages, penalties, or taxes, or any other loss or expense.
No litigation or governmental administrative proceeding (or
investigation) or other proceeding (other than those relating
to routine claims for benefits) is pending or threatened with
respect to any such Employee Program (other than a
Multiemployer Plan).

The Company and its Current Affiliates have not incurred
any liability under title IV of ERISA which has not been or
will not be paid in full prior to the Closing. Neither the
Company nor any of its Current Affiliates is liable for any
material "accumulated funding deficiency" (whether or not
waived) with respect to any Employee Program ever maintained
by the Company or any Affiliate and subject to Code Section
412 or ERISA Section 302. With respect to any Employee
Program subject to title IV of ERISA, there has been no (and
the transactions contemplated by this Agreement will not
result in any) (i) "reportable event," within the meaning of
ERISA Section 4043 or the regulations thereunder (for which
the notice requirement is not waived under 29 C.F.R. Part
2615) or (ii) other event or condition which presents a
material risk of plan termination or any other event that may
cause the Company or any Current Affiliate to incur liability
or have a Lien imposed on its assets under title IV of ERISA.
All payments and/or contributions required to have been made
by the Company and its Current Affiliates (under the
provisions of any agreements or other governing documents or
applicable law) with respect to all Employee Programs subject
to title IV of ERISA ever maintained by the Company or any
Affiliate, for all periods prior to the Closing, have been
timely made. No Employee Program maintained by the Company or
an Affiliate and subject to title IV of ERISA (other than a
Multiemployer Plan) has any "unfunded benefit liabilities"
within the meaning of ERISA Section 4001(a)(18), as of the
date hereof. With respect to Multiemployer Plans maintained
by the Company or any Affiliate, Schedule 4.10 states the
aggregate amount of withdrawal liability or other termination
liability that would be incurred by the Company or any
Affiliate if there were a withdrawal from any such plan as
determined by the most recent withdrawal liability calculation
prepared by such plan. Except as disclosed on Schedule 4.10,
none of the Employee Programs which is a welfare plan
maintained by the Company or any Affiliate provides health
care or any other non-pension benefits to any employees after
their employment is terminated (other than as required by
part 6 of subtitle B of title I of ERISA or comparable
statutes or regulations) or has ever promised to provide such
post-termination benefits.

14
<PAGE>

For purposes of this section:

(i) "Employee Program" means (A) any
employee benefit plan within the meaning of Section 3(3)
of ERISA and employee benefit plans (such as foreign or
excess benefit plans) which are not subject to ERISA, and
(B) any stock option plans, bonus or incentive award
plans, severance pay policies or agreements, deferred
compensation arrangements, supplemental income
arrangements, vacation plans, and all other employee
benefit plans, agreements, and arrangements not described
in (A) above, and (C) any trust used to fund benefits
under the foregoing maintained by the Company or any
Affiliate.

(ii) An entity is an "Affiliate" of the
Company if it would have ever been considered a single
employer with the Company under ERISA Section 4001(b) or
part of the same "controlled group" as the Company for
purposes of ERISA Section 302(d)(8)(C); an entity is a
"Current Affiliate" if it currently would be considered a
single employer with the Company under ERISA Section
4001(b) or part of the same "controlled group" as the
Company for purposes of ERISA Section 302(d)(8)(C); and
each reference to the Company includes the Subsidiaries.

(iii) An entity "maintains" an Employee
Program if such entity sponsors, contributes to, or
provides benefits under such Employee Program, or has any
obligation (by agreement or under applicable law) to
contribute to or provide benefits under such Employee
Program, or if such Employee Program provides benefits to
or otherwise covers employees of such entity (or, in
respect of such employees, their spouses, dependents, or
beneficiaries).

(iv) "Multiemployer Plan" means a (pension or
non-pension) employee benefit plan to which more than one
employer contributes and which is maintained pursuant to
one or more collective bargaining agreements.

4.11. Private Offerings. No form of general
solicitation or general advertising including, but not limited
to, advertisements, articles, notices or other communications,
published in any newspaper, magazine or similar medium or
broadcast over television or radio, or any seminar or meeting
whose attendees have been invited by any general solicitation
or general advertising, was used by the Company or any of its
Subsidiaries or any of the Company s or such Subsidiary s
representatives, or, to the knowledge of the Company, any
other Person acting on behalf of the Company or any of its
Subsidiaries, in connection with the offering of the New Notes

15
<PAGE>

being purchased under this Agreement or under any other
Transaction Document. Neither the Company, any of its
Subsidiaries nor any Person acting on the Company s or such
Subsidiary s behalf has directly or indirectly offered the New
Notes, or any part thereof or any other similar securities or
the securities being purchased under any other Transaction
Document, for sale to, or sold or solicited any offer to buy
any of the same from, or otherwise approached or negotiated in
respect thereof with any Person or Persons other than the
Purchasers and other investors who the Company reasonably
believed had such knowledge and experience in financial and
business matters that they were capable of evaluating the
merits and risks of purchasing the New Notes. The Company
further represents to the Purchaser that, assuming the
accuracy of the representations of the Purchaser as set forth
in Section 5 hereof, neither the Company, any of its
Subsidiaries nor any Person acting on the Company s or such
Subsidiary s behalf has taken or will take any action which
would subject the issue and sale of the New Notes to the
provisions of Section 5 of the Securities Act, except as
contemplated by the Registration Rights Agreement. The
Company has not sold the New Notes to anyone other than the
Purchasers designated in this Agreement and the Other Note
Purchase Agreements. No securities of the same class or
series as the New Notes have been issued and sold by the
Company prior to the date hereof. Each New Note shall bear
substantially the same legend set forth in Section 6.1 hereof,
as applicable, for at least so long as such restrictions
apply.

4.12. Broker s or Finder s Commissions. In
addition to and not in limitation of any other rights
hereunder, the Company and its Subsidiaries agree that they
will indemnify and hold harmless the Purchaser from and
against any and all claims, demands or liabilities for
broker s, finder s, placement agent s or other similar fees or
commissions and any and all liabilities with respect to any
taxes (including interest and penalties) payable or incurred
or alleged to have been incurred by the Company or any of its
Subsidiaries or any Person acting or alleged to have been
acting on the Company s or such Subsidiary s behalf, in
connection with this Agreement, the issuance or sale of the
New Notes, or any other transaction contemplated by any of the
Transaction Documents.

4.13. Disclosure.

(a) As of the date hereof, there is no
untrue statement of material fact in this Agreement or in any
of the other Transaction Documents and no omission of a
material fact necessary in order to make the statements

16
<PAGE>

contained herein and therein not misleading in light of the
circumstances in which such statements were made.

(b) The historical financial and operating
information contained in the Disclosure Statement has been
derived from the consolidated books and records of the Company
and its Subsidiaries based upon reasonable methods as to
allocations and calculations of such financial information.

(c) There is no material fact known to the
Company which the Company has not disclosed to the Purchaser
or Purchasers Special Counsel in writing which has or, may
have or will have a Material Adverse Effect on the Company and
its Subsidiaries, taken as a whole, a or a material adverse
effect on the ability of the Company to perform its
obligations under any of the Transaction Documents or in
respect of the New Notes or any document contemplated hereby
or thereby.

4.14. Foreign Assets Control Regulation, Etc.
Neither the issue and sale of the New Notes by the Company nor
its use of the proceeds thereof as contemplated by this
Agreement will violate the Foreign Assets Control Regulations,
the Transaction Control Regulations, the Cuban Assets Control
Regulations, the Foreign Funds Control Regulations, the
Iranian Assets Control Regulations, the Nicaraguan Trade
Control Regulations, the South African Transactions Control
Regulations, the Libyan Sanctions Regulations, the Soviet Gold
Coin Regulations, the Panamanian Transactions Regulations, the
Haitian Transactions Regulations, or the Iraqi Sanctions
Regulations of the United States Treasury Department
(31 C.F.R., Subtitle B, Chapter V, as amended) or Executive
Orders 12722 and 12724 (transactions with Iraq).

4.15. Federal Reserve Regulations and Other
Matters. Neither the Company nor any of its Subsidiaries
will, directly or indirectly, use any of the proceeds from the
sale of the New Notes for the purpose, whether immediate,
incidental or ultimate, of buying any "margin stock," or of
maintaining, reducing or retiring any indebtedness originally
incurred to purchase any stock that is currently a "margin
stock," or for any other purpose which might constitute the
transactions contemplated hereby a "purpose credit," in each
case within the meaning of Regulation G or U of the Board of
Governors of the Federal Reserve System (12 C.F.R. 207 and
221, as amended, respectively), or otherwise take or permit to
be taken any action which would involve a violation of such
Regulation G or Regulation U or of Regulations T or X of the
Board of Governors of the Federal Reserve System (12 C.F.R.
220 and 224, as amended, respectively) or any other regulation
of such Board. No indebtedness that may be maintained,
reduced or retired with the proceeds from the sale of the New

17
<PAGE>

Notes was incurred for the purpose of purchasing or carrying
any "margin stock" and neither the Company nor any of its
Subsidiaries own any such "margin stock" or have any present
intention of acquiring, directly or indirectly any such
"margin stock."

4.16. Investment Company Act. Neither the Company
nor any of its Subsidiaries is an "investment company" within
the meaning of the Investment Company Act of 1940, as amended.

4.17. Public Utility Holding Company Act. Neither
the Company nor any of its Subsidiaries is a "holding
company," or a "subsidiary company" of a "holding company," or
an "affiliate" of a "holding company" or of a "subsidiary
company" of a "holding company," as such terms are defined in
the Public Utility Holding Company Act of 1935, as amended.

4.18. Interstate Commerce Act. To the Company s
knowledge, neither the Company nor any of its Subsidiaries is,
nor will be, a "rail carrier," or a Person controlled by or
affiliated with a "rail carrier," within the meaning of Title
49, U.S.C. Neither the Company nor any of its Subsidiaries is
a "carrier" or other Person to which 49 U.S.C. Section
11301(b)(1) is applicable.

4.19. Environmental Regulation, Etc.

(a) Except as disclosed in the Section of
the Disclosure Statement entitled "Business" or in Schedule
4.19(a) hereof, each of the Company and its Subsidiaries (i)
has no liability under any Environmental Law or common law
cause of action relating to or arising from environmental
conditions which could have a Material Adverse Effect on the
Company and its Subsidiaries, taken as a whole, and any
property owned, operated, leased, or used by the Company and
its Subsidiaries and any facilities and operations thereon
comply with and will continue to comply with all applicable
Environmental Laws to the extent that failure to comply could
have a Material Adverse Effect on the Company and its
Subsidiaries, taken as a whole; (ii) since January 1, 1990 the
Company has not entered into or been subject to any judgment,
consent decree, compliance order, or administrative order with
respect to any environmental or health and safety matter or
received any request for information, notice, demand letter,
administrative inquiry, or formal or informal complaint or
claim with respect to any environmental or health and safety
matter or the enforcement of any Environmental Law which could
have a Material Adverse Effect on the Company and its
Subsidiaries, taken as a whole; and (iii) has no reason to
believe that any of the items enumerated in clause (ii) of
this paragraph will be forthcoming.

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<PAGE>

(b) Except as disclosed in the Section of
the Disclosure Statement entitled "Business" or in Schedule
4.19(b) hereof, (i) each of the Company and its Subsidiaries
has never and will never generate, transport, use, store,
treat, dispose of, or manage any Hazardous Waste, except in
accordance with applicable Environmental Laws; (ii) the
Company is not aware of and has not caused any Release or
Threat of Release of a Hazardous Material at any site
presently or formerly owned, operated, leased, or used by the
Company or any of its Subsidiaries; (iii) the Company and its
Subsidiaries have never had Hazardous Material transported
from any site presently or formerly owned, operated, leased,
or used by the Company or any of its Subsidiaries for
treatment, storage, or disposal at any other place, except in
accordance with applicable Environmental Laws; (iv) all
underground storage tanks presently located on any site owned,
operated or leased by the Company or any of its Subsidiaries
are in compliance with all Environmental Laws and all
underground storage tanks located on any site formerly owned,
operated or leased by the Company or any Subsidiary were in
compliance, during the time of such ownership, operation or
lease, with all Environmental Laws; (v) the Company and its
Subsidiaries have never removed underground tanks from any
site presently or formerly owned, operated, leased or used by
the Company or any of its Subsidiaries; (vi) the Company and
its Subsidiaries have never had a Lien imposed by any
Governmental Authority on any property, facility, machinery,
or equipment owned, operated, leased, or used by the Company
or any of its Subsidiaries in connection with the presence of
any Hazardous Material.

4.20. Properties and Assets. The Company and its
Subsidiaries have good record and marketable fee title to all
real Property and all other Property and assets, whether
tangible or intangible, owned by them and reasonably necessary
in the conduct of business of the Company or such
Subsidiaries, except defects in title which do not and will
not have a Material Adverse Effect on the Company and its
Subsidiaries, taken as a whole. All of the leases necessary
for the operation of their respective properties and assets,
under which the Company or any of its Subsidiaries holds any
Property or assets, real or personal, are valid, subsisting
and enforceable and afford peaceful and undisturbed possession
of the subject matter of the lease, and no material default by
the Company or any of its Subsidiaries exists under any of the
provisions thereof. All buildings, machinery and equipment of
the Company and its Subsidiaries are in good repair and
working order, except for ordinary wear and tear. All current
and proposed uses of such Property or assets of the Company
and its Subsidiaries as set forth in the Section of the
Disclosure Statement entitled "Business" are permitted as of
right and no such regulation or ordinance interferes with such

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<PAGE>

current or proposed uses. To the knowledge of the Company,
there is no pending or formally proposed change in any such
laws, regulations and ordinances which would have a Material
Adverse Effect on the Company and its Subsidiaries, taken as a
whole. No condemnation proceeding is pending or, to the
knowledge of the Company, threatened against the Company or
any of its Subsidiaries. All Property and assets of any kind
(real or personal, tangible or intangible) of the Company and
its Subsidiaries are free from all Liens except for (i) Liens
which would not have a Material Adverse Effect on the Company
and its Subsidiaries, taken as a whole; (ii) Liens disclosed
on Schedule 4.20 hereto; and (iii) Liens permitted under the
New Note Indenture. Except as set forth on Schedule 4.20
hereto and except as entered into pursuant to the Transaction
Documents, neither the Company nor any of its Subsidiaries has
signed any financing statement, as debtor or lessee, or any
security agreement authorizing any secured party thereunder to
file any such financing statement.

4.21. Insurance. A list of all insurance policies
and fidelity bonds covering the assets, business, equipment,
properties, operations, employees, officers and directors
under which the Company or any of its Subsidiaries may derive
any material benefit is set forth on Schedule 4.21 hereof.
There is no claim by the Company or any of its Subsidiaries
pending under any of such policies or bonds as to which
coverage has been questioned, reserved, denied or disputed by
the underwriters of such policies or bonds or their agents
where such question, reservation, denial or dispute would have
a Material Adverse Effect on the Company and its Subsidiaries,
taken as a whole. All premiums due and payable under all such
policies and bonds have been paid, and the Company and its
Subsidiaries are otherwise in full compliance with the terms
and conditions of all such policies and bonds. Except as set
forth on Schedule 4.21, such policies of insurance and bonds
(or other policies and bonds providing substantially similar
insurance coverage) are and have been in full force and effect
for at least the last year or since the inception of the
Company or any of its Subsidiaries, as the case may be, and
remain in full force and effect. Such policies of insurance
and bonds are of the type and in amounts customarily carried
by Persons conducting business similar to that presently
conducted by the Company and its Subsidiaries. The Company
knows of no threatened termination of any such policies or
bonds.

4.22. Employment Practices. Except as set forth in
Schedule 4.22, neither the Company nor any of its Subsidiaries
is a party to or in the process of negotiating any collective
bargaining or labor agreement or union contract. Except as
set forth on Schedule 4.22, and except such as would not have
a Material Adverse Effect on the Company and its Subsidiaries,

20
<PAGE>

taken as a whole, there is no (i) charge, complaint or suit
pending or, to the knowledge of the Company, threatened
against the Company or any of its Subsidiaries respecting
employment, hiring for employment, terminating from
employment, employment practices, employment discrimination,
terms and conditions of employment, safety, wrongful
termination, or wages and hours, (ii) unfair labor practice
charge or complaint pending or, to the knowledge of the
Company, threatened against, or decision or order in effect
and binding on, the Company or any of its Subsidiaries before
or of the National Labor Relations Board, (iii) grievance or
arbitration proceeding arising out of or under collective
bargaining agreements pending or, to the knowledge of the
Company, threatened against the Company or any of its
Subsidiaries, (iv) strike, labor dispute, slow-down, work
stoppage or other interference with work pending or, to the
knowledge of the Company, threatened against the Company or
its Subsidiaries, or (v) to the knowledge of the Company,
union organizing activities or union representation question
threatened or existing with respect to any groups of employees
of the Company or any of its Subsidiaries.

4.23. Financial Statements.

(a) The Company has delivered to the
Purchaser complete and correct copies of all audited and
unaudited consolidated financial statements contained in the
Disclosure Statement (the "Financial Statements"). The
Financial Statements fairly present in all material respects
the financial position of the Company and its Subsidiaries on
a consolidated basis on the dates of such statements and the
results of their operations on the applicable basis for the
periods covered thereby in accordance with GAAP, except, with
respect to unaudited financial statements, the absence of
notes thereto and statements of cash flows and subject to
customary year-end adjustments; and have been prepared in
accordance with GAAP consistently applied.

(b) As of December 31, 1992 and as of the
date hereof, and except as set forth in the Schedules (other
than Schedule 4.27) hereto, there are no material liabilities
or claims relating to the Company or its Subsidiaries of any
nature, whether accrued, absolute, contingent or otherwise,
asserted or, to the Company s knowledge, unasserted, except
liabilities or claims stated or adequately reserved against in
the Financial Statements or the Disclosure Statement or
liabilities or claims incurred in the ordinary course of the
Company s and its Subsidiaries operations which are not
required to be reflected in the Financial Statements or in the
notes thereto under GAAP. Nothing has come to the attention
of the Company since the date of the Disclosure Statement
which would indicate that the financial and other information

21
<PAGE>

contained in the Financial Statements was not true and correct
in all material respects as of the respective dates thereof.

4.24. Intellectual Property.

(a) Each of the Company and its Subsidiaries
owns or possesses, and holds free from restrictions or known
conflicts with the rights or claims of others, and has made
all registrations and filings necessary or desirable to
maintain and preserve its rights with respect to, all
copyrights, trademarks, service marks, trade names, patents
and intellectual property licenses, and all rights with
respect to the foregoing, necessary for the conduct of its
business as now conducted and as proposed to be conducted,
except for any such restrictions or conflicts which, either
individually or in the aggregate would not have a Material
Adverse Effect on the Company and its Subsidiaries, taken as a
whole. Each of the Company and its Subsidiaries is in full
compliance with the terms and conditions, if any, of all such
copyrights, trademarks, service marks, trade names, patents
and intellectual property licenses and the terms and
conditions of any agreements relating thereto, except for such
noncompliance which, either individually or in the aggregate,
would not have a Material Adverse Effect on the Company and
its Subsidiaries taken as a whole.

(b) The present business, activities and
products of the Company or any of its Subsidiaries do not
infringe any intellectual property of any other Person, except
where such infringement would not have a Material Adverse
Effect on the Company and its Subsidiaries, taken as a whole.
No proceeding charging the Company or any of its Subsidiaries
with infringement of any adversely held Intellectual Property
has been filed or is, to the knowledge of the Company,
threatened to be filed. To the Company's knowledge, there
exists no unexpired patent or patent application which
includes claims that would be infringed by or otherwise have a
Material Adverse Effect on the Company and its Subsidiaries,
taken as a whole. Neither the Company nor any of its
Subsidiaries is making unauthorized use of any confidential
information or trade secrets of any Person, including without
limitation any former employer of any past or present employee
of the Company or any of its Subsidiaries except where such
use would not have a Material Adverse Effect on the Company
and its Subsidiaries, taken as a whole. Neither the Company,
or any of its Subsidiaries nor, to the knowledge of the
Company, any of its or any Subsidiary's employees have any
agreements or arrangements with any Persons other than the
Company or any of its Subsidiaries related to confidential
information or trade secrets of such Persons or restricting
any such employee s engagement in business activities of any
nature. The activities of the Company or any of its

22
<PAGE>

Subsidiaries or any of its or any Subsidiary's employees on
behalf of the Company or any of its Subsidiaries do not
violate any such agreements or arrangements known to the
Company which any such employees have with other Persons.

4.25. Taxes. The Company and its Subsidiaries, and
any predecessors to the Company and any of its Subsidiaries,
have filed or obtained extensions of all federal, state, local
and foreign income, excise, franchise, real estate, sales and
use and other tax returns heretofore required by law to be
filed by it. All taxes, including, without limitation, all
federal, state, county, local, foreign or other income,
Property, sales, use, franchise, value added, employees
income withholding, social security, unemployment and other
taxes, of any nature whatsoever which have become due or
payable by the Company or any of its Subsidiaries, or by any
predecessors thereto, including any fines or penalties with
respect thereto or interest thereon, whether disputed or not
(collectively, "Taxes"), have been paid in full or are
adequately provided for in accordance with GAAP on the
financial statements of the applicable Person. All material
deposits, Taxes and other assessments and levies required by
law to be made, withheld, collected or provided for by the
Company or any of its Subsidiaries, or any predecessors
thereto, including deposits with respect to Taxes constituting
employees income withholding taxes, have been duly made,
withheld, collected or provided for and have been paid over to
the proper federal, state or local authority, or are held by
the applicable Person for such payment. No Liens arising from
or in connection with Taxes have been filed and are currently
in effect against the Company or any of its Subsidiaries,
except for Liens for Taxes which are not yet due. Except as
set forth on Schedule 4.25 hereto, neither the Company nor any
of its Subsidiaries, nor any predecessor thereto, has executed
or filed with the IRS or any other taxing authority any
agreement or document extending, or having the effect of
extending, the period for assessment or collection of any
Taxes. The federal income tax returns of the Company and each
of its Subsidiaries, and any predecessor thereto, have been
examined by the IRS, or the statute of limitations with
respect to federal income taxes has expired, for all tax years
to and including the fiscal year ended December 31, 1988 and
any deficiencies have been paid in full or are being contested
in good faith by appropriate action or appropriate reserves
therefor have been established on the Company s or applicable
Subsidiaries books. Except as disclosed in Schedule 4.25,
neither the Company nor any of its Subsidiaries is a party to
any tax sharing agreement or arrangement. Except as disclosed
in Schedule 4.25, no audits or investigations are pending or,
to the knowledge of the Company, threatened with respect to
any tax returns or taxes of the Company or any of its
Subsidiaries, or any predecessor thereto.

23
<PAGE>

4.26. Transactions with Affiliates. Except as set
forth in the Disclosure Statement or on Schedule 4.26, there
are no transactions, agreements or understandings, existing or
presently contemplated, between or among the Company or any of
its Subsidiaries and any of its officers or directors or
stockholders or any of their Affiliates or associates other
than those Affiliate Transactions (as defined in the New Note
Indenture) which are permitted pursuant to Section 4.8
thereof.

4.27 Disclosure Statement. Attached as Schedule
4.27 hereto is a true, complete and correct copy of the
Disclosure Statement and all appendices, exhibits and
schedules thereto.

5. Purchase for Investment; Source of Funds.

(a) The Purchaser represents that (i) it is an
accredited investor as defined in Regulation D under the
Securities Act, or (ii) by reason of its business and
financial experience, and the business and financial
experience of those Persons, if any, retained by it to advise
it with respect to its investment in the New Notes, such
Purchaser together with such advisers have such knowledge,
sophistication and experience in business and financial
matters as to be capable of evaluating the merits and risk of
the prospective investment, and that it is purchasing the New
Notes for its own account or for one or more separate accounts
maintained by it or for the account of one or more
institutional investors on whose behalf the Purchaser has
authority to make this representation for investment and not
with a view to the distribution thereof or with any present
intention of distributing or selling any of the New Notes
except in compliance with the Securities Act and except to one
or more such institutional investors, provided that the
disposition of the Purchaser s or such investor s property
shall at all times be within its control. The Purchaser
understands and agrees that the New Notes have not been
registered under the Securities Act and may be resold (which
resale is not now contemplated) only if registered pursuant to
the provisions thereunder or if an exemption from registration
is available.

(b) The Purchaser represents that it has full
power and authority and has taken all action necessary to
authorize it to enter into and perform its obligations under
this Agreement and all other documents or instruments
contemplated hereby. This Agreement is the legal, valid and
binding obligation of each Purchaser, and is enforceable in
accordance with its terms.

6. Restrictions on Transfer.

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<PAGE>

6.1. Restrictive Legends. Except as otherwise
permitted by this Section 6, each New Note issued pursuant to
this Agreement shall be stamped or otherwise imprinted with a
legend in substantially the following form:

THE SECURITIES REPRESENTED BY THIS NOTE
HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, NOR
PURSUANT TO THE SECURITIES OR "BLUE SKY"
LAWS OF ANY STATE. SUCH SECURITIES MAY
NOT BE OFFERED, SOLD, TRANSFERRED,
PLEDGED, HYPOTHECATED OR OTHERWISE
ASSIGNED, EXCEPT PURSUANT TO (i) A
REGISTRATION STATEMENT WITH RESPECT TO
SUCH SECURITIES WHICH IS EFFECTIVE UNDER
SUCH ACT, (ii) RULE 144 OR RULE 144A UNDER
SUCH ACT, OR (iii) ANY OTHER EXEMPTION
FROM REGISTRATION UNDER SUCH ACT RELATING
TO SUCH ACT, PROVIDED THAT, IF REQUESTED
BY THE COMPANY, AN OPINION OF COUNSEL
REASONABLY SATISFACTORY IN FORM AND
SUBSTANCE IS FURNISHED TO THE COMPANY THAT
AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF SUCH ACT IS AVAILABLE.

IN ADDITION, ANY SALE, ASSIGNMENT,
TRANSFER, PLEDGE OR OTHER DISPOSITION OF
THIS SECURITY IS RESTRICTED BY, AND THE
RIGHTS OF THE HOLDER OF SUCH SECURITY ARE
SUBJECT TO THE TERMS AND CONDITIONS
CONTAINED IN, A NOTE PURCHASE AGREEMENT
DATED AS OF FEBRUARY 3, 1994, A COMPLETE
AND CORRECT COPY OF THE FORM OF WHICH WILL
BE FURNISHED BY THE ISSUER TO THE HOLDER
HEREOF UPON WRITTEN REQUEST AND WITHOUT
CHARGE.

The Company shall maintain a copy of this Agreement and
any amendments thereto on file in its principal office, and
will make such copy available during normal business hours for
inspection to any party thereto or will provide such copy to
the Purchaser upon its request.

Whenever the legend requirement imposed by this section
6.1 shall terminate the respective holders of New Notes for
which such legend requirements have terminated shall promptly
receive from the Company, at the Company s expense, New Notes
without such legend.

6.2. Notice of the Proposed Transfer; Opinions of
Counsel. The holder of each New Note bearing the restrictive
legend set forth in Section 6.1 above ("Restricted Security"),

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<PAGE>

agrees (a) to provide to the Company written notice describing
the manner or circumstances of any transfer of any Restricted
Security and (b) upon reasonable request by the Company to
such transferring holder, an opinion of counsel (including in-
house counsel), in form and substance reasonably satisfactory
to the Company, to the effect that the proposed transfer of
such Restricted Security may be effected without registration
of such Restricted Security under the Securities Act. If the
holder of the Restricted Security delivers to the Company an
opinion of counsel (including in-house counsel or regular
counsel to such Purchaser or its investment adviser) in form
and substance reasonably satisfactory to the Company that
subsequent transfers of such Restricted Security will not
require registration under the Securities Act, the Company
will promptly after such transfer deliver new certificates for
such Restricted Security which do not bear the legend set
forth in Section 6.1 above. The restrictions imposed by this
Section 6 upon the transferability of any particular
Restricted Security shall cease and terminate when such
Restricted Security has been sold pursuant to an effective
registration statement under the Securities Act or transferred
pursuant to Rule 144 promulgated under the Securities Act.
The Company shall promptly provide the holder of any
Restricted Security as to which such restrictions shall have
terminated with a new security of the same type but not
bearing the restrictive legend set forth in Section 6.1 and
not containing any other reference to the restrictions imposed
by this Section 6. Notwithstanding any of the foregoing, no
opinion of counsel will be required to be rendered pursuant to
this Section 6.2 with respect to the transfer of any
Securities on which the restrictive legend has been removed in
accordance with this Section 6.2. As used in this
Section 6.2, the term "transfer" encompasses any sale,
transfer or other disposition of any Securities referred to herein.

7. Definitions. As used herein the following terms
have the following respective meanings:

"Affiliate," except as otherwise defined in this
Agreement, means with respect to any Person, any Person
directly or indirectly controlling or controlled by or under
common control with such Person provided that, for purposes of
this definition, "control" (including, with correlative
meanings, the terms "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 and policies of such
Person, whether through the ownership of voting securities or
by contract or otherwise.

26
<PAGE>

"Agreement" means this Agreement, as amended,
modified or supplemented from time to time, together with any
exhibits, schedules or other attachments thereto.

"Bank Credit Agreement" means the Loan Agreement,
dated as of August 20, 1993, and amended and restated as of
November 30, 1993 among the Company, Great American Television
and Radio Holdings, Inc., Leisure Systems, Inc., Great
American Broadcasting Company, Great American Television and
Radio, Inc., Continental Bank, N.A. and The First National
Bank of Boston, as managing agents, and the lenders party
thereto; as amended, modified, supplemented or restated from
time to time.

"Business Day" has the meaning ascribed thereto in
the New Note Indenture.

"Broadcasting Station" means all related licenses,
franchises and permits issued under federal, state or local
laws from time to time which authorize a Person to receive or
distribute, or both, over the airwaves, audio and visual, or
microwave signals within a geographic area for the purpose of
providing commercial broadcasting television, together with
all Property owned or used in connection with the programming
provided pursuant to, and all interest of such Person to
receive revenues from any other Person which derives revenues
from or pursuant to, said licenses, franchises and permits.

"Capital Stock" of any Person means any and all
shares, interests, rights to purchase, participations,
warrants, options or other equivalents (however designated) of
corporate stock or equity participations, including
partnership interests, whether general or limited, of such
Person.

"Charter Documents" has the meaning ascribed thereto
in Section 4.1 hereof.

"Closing" has the meaning ascribed thereto in
Section 2 hereof.

"Closing Date" has the meaning ascribed thereto in
Section 2 hereof.

"Code" means the Internal Revenue Code of 1986, and
the rules and regulations thereunder, as amended from time to
time.

"Commission" means the United States Securities and
Exchange Commission or any other Federal agency at the time
administering the Securities Act.

27
<PAGE>

"Company" has the meaning ascribed thereto in the
introduction hereof.

"Current Affiliate" has the meaning ascribed thereto
in Section 4.10.

"Default" has the meaning ascribed thereto in the
New Note Indenture.

"Disclosure Statement" means that certain Disclosure
Statement and Proxy Statement - Prospectus of the Company,
GACC Holding Company, a Delaware corporation and a subsidiary
of the Company ("Holding") and New GACC Holdings, Inc., a
Delaware corporation and a wholly-owned subsidiary of Holding,
prepared in connection with the solicitation from the holders
of the Company's common stock of acceptances of a joint
prepackaged plan of reorganization under Chapter 11 of Title
11 of the United States Code.

"Employee Program" has the meaning ascribed thereto
in Section 4.10 hereof.

"Environment" means soil, surface waters,
groundwaters, land, stream sediments, surface or subsurface
strata and ambient air.

"Environmental Law(s)" means and includes any
environmental or health and safety-related law, regulation,
rule, ordinance, or legally enforceable requirement at the
foreign, Federal, state, or local level.

"ERISA" means the Employee Retirement Income
Security Act of 1974, and the rules and regulations
thereunder, as amended from time to time.

"ERISA Plan" has the meaning ascribed thereto in
Section 4.10 hereof.

"Event of Default" has the meaning ascribed thereto
in the New Note Indenture.

"Financial Statements" has the meaning ascribed
thereto in Section 4.23 hereof.

"GAAP" means generally accepted accounting
principles and practices set forth in the opinions and
pronouncements of the Accounting Principles Board and the
American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other
entity as may be approved by a significant segment of the
accounting profession that are applicable to the circumstances

28
<PAGE>

as of the date of determination, applied on a consistent
basis.

"Hazardous Materials" means and includes any
hazardous waste, hazardous material, hazardous substance,
petroleum product, oil, toxic substance, pollutant,
contaminant, or other material or substance hazardous to human
health or safety, as defined or regulated under any
Environmental Law.

"Hazardous Waste" means and includes any hazardous
waste as defined or regulated under any Environmental Law.

"Governmental Authority" means any governmental or
quasi-governmental authority including, without limitation,
any federal, state, territorial, county, municipal or other
governmental or quasi-governmental agency, board, branch,
bureau, commission, court, department or other instrumentality
or political unit or subdivision, whether domestic or foreign.

"Indemnified Party" or "Indemnified Parties" has the
meaning ascribed thereto in Section 8.1(a) hereof.

"Intellectual Property" has the meaning ascribed
thereto in Section 4.24(a) hereof.

"IRS" means the Internal Revenue Service or any
successor agency.

"License" or "Licenses" has the meaning ascribed
thereto in Section 4.3 hereof.

"Lien" means, with respect to any Person, any
mortgage, lien (statutory or otherwise), charge, pledge,
hypothecation, conditional sales agreement, adverse claim,
title retention agreement or other security interest,
encumbrance or other title defect in or on, or any interest
or title of any vendor, lessor, lender or other secured party
to or of such Person under any conditional sale, trust receipt
or other title retention agreement with respect to, any
Property or asset of such Person and any financing lease
having substantially the same effect.

"Losses" has the meaning ascribed thereto in
Section 8.1(a) hereof.

"Material Adverse Effect" has the meaning ascribed
thereto in Section 4.1 hereof.

"Multiemployer Plan" has the meaning ascribed
thereto in section 4.10 hereof.

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<PAGE>

"New Notes" means the 9 % Senior Subordinated Notes
of the Company due February 15, 2004 that are issued under the
New Note Indenture.

"New Note Indenture" means the Indenture dated as of
the Closing Date herewith between the Company and the Trustee,
as amended, modified or supplemented from time to time,
together with any exhibits, schedules or other attachments
thereto.

"Officers Certificate" means a certificate executed
on behalf of the Company by (a) the Chairman of the Board of
Directors (if an officer) or the President or one of the Vice
Presidents of the Company and (b) the Treasurer or one of the
Assistant Treasurers or the Secretary or one of the Assistant
Secretaries of the Company.

"Old Notes" means the Company s 14% Senior
Extendable PIK Notes due June 30, 2001 issued and sold by the
Company pursuant to an Indenture dated as of December 28, 1993
entered into by the Company and the Trustee named therein and
the Company's 13% Senior Subordinated Notes due 2001 issued
and sold by the Company pursuant to a Note Exchange Agreement
dated as of September 30, 1993 entered into by the Company and
the Trustee named therein.

"Old Note Indentures" means the Indenture or Note
Exchange Agreement, as the case may be, governing the Old
Notes.

"Other Purchasers" has the meaning ascribed thereto
in Section 1.2 hereof.

"Other Note Purchase Agreements" has the meaning
ascribed thereto in Section 1.2 hereof.

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

"Property" means any interest in any kind of
property or asset, whether real, personal or mixed, or
tangible or intangible.

"Purchaser" except as defined elsewhere in this
Agreement, has the meaning ascribed thereto in the
introduction hereof.

"Purchasers" except as defined elsewhere in this
Agreement, shall mean the Purchaser and the Other Purchasers.

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<PAGE>

"Purchasers Special Counsel" means Goodwin,
Procter & Hoar, a partnership including professional
corporations, acting as special counsel to certain of the
Purchasers in connection with the transactions contemplated
hereunder.

"Registration Rights Agreement" has the meaning
ascribed thereto in Section 3.1(i)(ii), as amended or
supplemented from time to time in accordance with the terms
thereof.

"Release" means any releasing, spilling, leaking,
pumping, pouring, emitting, emptying, discharging, injecting,
escaping, leaching, disposing, or dumping into the
Environment.

"Restricted Security" has the meaning ascribed
thereto in Section 6.2 hereof.

"Rule 144" means Rule 144 as promulgated by the
Commission under the Securities Act, and any successor rule or
regulation thereto.

"Rule 144A" means Rule 144A as promulgated by the
Commission under the Securities Act, and any successor rule or
regulation thereto.

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

"Subsidiary" means with respect to any Person, any
corporation, association, partnership, joint venture or other
business entity of which the Company and/or any Subsidiary of
the Company, directly or indirectly, either (a) in respect of
a corporation, owns or controls more than 50% of the
outstanding Capital Stock having ordinary voting power to
elect a majority of the board of directors or similar managing
body, irrespective of whether or not a class or classes shall
or might have voting power by reason of the happening of any
contingency, or (b) in respect of an association, partnership,
joint venture or other business entity, exercises sufficient
control over and/or has a sufficiently large interest in, such
association, partnership, joint venture or other business
entity that the operations thereof are, in accordance with
GAAP, consolidated with those of the Company or any
Subsidiary.

"Taxes" has the meaning ascribed thereto in
Section 4.25 thereof.

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<PAGE>

"Threat of Release" means a substantial likelihood
of a Release which requires action to prevent or mitigate
damage to the Environment which may result from such Release.

"Transaction Documents" means, collectively, this
Agreement, the Other Note Purchase Agreements, the New Note
Indenture, the New Notes, the Registration Rights Agreement
and any and all agreements, certificates, instruments and
other documents contemplated thereby or executed and delivered
in connection therewith.

"Trustee" has the meaning ascribed thereto in the
New Note Indenture.

"Voting Stock" means any class or classes of Capital
Stock pursuant to which the holders thereof have the general
voting power under ordinary circumstances to vote for the
election of directors, managers or trustees of any Persons
(irrespective of whether or not at the time, stock of any
class or classes will have, or might have, voting power by the
reason of the happening of any contingency).

8. Miscellaneous.

8.1. Indemnification; Expenses, Etc.

(a) In addition to any and all obligations
of the Company to indemnify the Purchaser hereunder or under
the New Note Indenture or the other Transaction Documents, the
Company agrees, without limitation as to time, to indemnify
and hold harmless the Purchaser, its Affiliates, and the
employees, officers, directors, and agents of the Purchaser
and its Affiliates (individually, an "Indemnified Party" and,
collectively the "Indemnified Parties") from and against any
and all losses, claims, damages, liabilities, costs (including
the costs of preparation and attorneys' fees) and expenses
(including expenses of investigation) (collectively, "Losses")
incurred or suffered by an Indemnified Party (i) in connection
with or arising out of any breach of any warranty, or the
inaccuracy of any representation, as the case may be, made by
the Company, or the failure of the Company to fulfill any
agreement or covenant contained in this Agreement or (ii) in
connection with any proceeding against the Company or any
Indemnified Party brought by any third party arising out of or
in connection with this Agreement or the other Transaction
Documents or the transactions contemplated hereby or thereby
or any action taken in connection herewith or therewith (or
any other document or instrument executed herewith or pursuant
hereto or thereto), whether or not the transactions
contemplated by this Agreement are consummated and whether or
not any Indemnified Party is a formal party to any proceeding;
provided, however, that the Company shall not be liable for

32
<PAGE>

any losses resulting from action on the part of any
Indemnified Party which is finally determined in such
proceeding to be wrongful or which is an act of gross
negligence, recklessness, or willful misconduct by such
Indemnified Party. The Company agrees promptly to reimburse
any Indemnified Party for all such Losses as they are incurred
or suffered by such Indemnified Party.

Except as otherwise provided herein, the Company
agrees (for the benefit of each Purchaser) to pay, and to hold
each Purchaser harmless from and against, all costs and
expenses (including, without limitation, attorneys' fees,
expenses and disbursements), if any, in connection with the
enforcement against the Company, as the case may be, of this
Agreement or any other Transaction Document or any other
agreement or instrument furnished pursuant hereto or thereto
or in connection herewith or therewith in any action in which
the Purchaser attempting to enforce any of the foregoing shall
prevail or in any action in which the Purchaser shall in good
faith assert any provision of any of the foregoing as a
defense.

(b) If any Indemnified Party is entitled to
indemnification hereunder, such Indemnified Party shall give
prompt notice to the Company of any claim or of the
commencement of any proceeding against the Company or any
Indemnified Party brought by any third party with respect to
which such Indemnified Party seeks indemnification pursuant
hereto; provided, however, that the failure so to notify the
Company shall not relieve the Company from any obligation or
liability except to the extent the Company is prejudiced by
such failure. The Company shall have the right, exercisable
by giving written notice to an Indemnified Party promptly
after the receipt of written notice from such Indemnified
Party of such claim or proceeding, to assume, at the expense
of the Company, the defense of any such claim or proceeding
with counsel reasonably satisfactory to such Indemnified
Party. The Indemnified Party or Parties will not be subject
to any liability for any settlement made without its or their
consent (but such consent will not be unreasonably withheld).
The Company shall not consent to entry of any judgment or
enter into any settlement that does not include as an
unconditional term thereof the giving by claimant or plaintiff
to such Indemnified Party or Parties of a release, in form and
substance satisfactory to the Indemnified Party or Parties,
from all liability in respect of such claim, litigation or
proceeding.

(c) In addition to any other obligations of
the Company to indemnify the Purchasers herein or pursuant to
any of the Transaction Documents or any other agreements or
documents executed and delivered in connection therewith, the

33
<PAGE>

Company will pay, and will save the Purchaser and each other
holder of any of the Securities harmless from liability for
the payment of all expenses arising in connection with such
transactions, including, without limitation: (a) all document
production and duplication charges and the reasonable fees,
charges and expenses of Purchasers Special Counsel (whether
arising before or after the Closing Date), the transactions
contemplated hereby and any subsequent proposed modification
of, or proposed consent under, this Agreement, whether or not
such proposed modification shall be effected or proposed
consent granted; (b) the costs of obtaining a private
placement number from Standard & Poor s Corporation for the
New Notes; (c) the costs and expenses, including attorneys
fees, incurred by any Purchaser in enforcing any rights under
this Agreement or in responding to any subpoena or other legal
process issued in connection with this Agreement or the
transactions contemplated hereby or thereby or by reason of
such Purchaser s having acquired any of the Securities,
including without limitation costs and expenses incurred by
such Purchaser in any bankruptcy case; (d) the cost of
delivering to such Purchaser s principal office, insured to
its satisfaction, the New Notes delivered to such Purchaser
hereunder and any New Notes delivered to such Purchaser upon
any substitution of New Notes pursuant to Section 2.6 and
Section 2.7 of the New Note Indenture and of such Purchaser s
delivering any New Notes, insured to its satisfaction, upon
any such substitution; and (e) the reasonable out-of-pocket
expenses incurred by such Purchaser in connection with such
transactions and any such amendments or waivers.

8.2. Survival of Representations and Warranties;
Severability. All representations and warranties contained in
this Agreement or the Transaction Documents or made in writing
by or on behalf of the Company in connection with the
transactions contemplated by this Agreement or the Transaction
Documents shall survive, for the duration of any statutes of
limitation applicable thereto, the execution and delivery of
this Agreement, any investigation at any time made by any
Purchaser or on such Purchaser s behalf, the purchase of the
New Notes by the Purchasers under this Agreement and the Other
Note Purchase Agreements and any disposition of or payment on
the New Notes. All statements contained in any certificate or
other instrument delivered to the Purchasers by or on behalf
of the Company pursuant to this Agreement or the Transaction
Documents shall be deemed representations and warranties of
the Company under this Agreement. Any provision of this
Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the
validity or enforceability of such provisions in any other
jurisdiction.

34
<PAGE>

8.3. Amendment and Waiver. This Agreement may be
amended, modified or supplemented, and waivers or consents to
departures from the provisions hereof may be given, provided
that the same are in writing and signed by the Purchaser and
the Company.

8.4. Notices, Etc. Except as otherwise provided
in this Agreement, notices and other communications under this
Agreement shall be in writing and shall be delivered, or
mailed by registered or certified mail, return receipt
requested, or by a nationally recognized overnight courier,
postage prepaid, addressed, (a) if to the Purchaser, at such
address as the Purchaser shall have furnished to the Company
in writing, or (b) if to any other holder of any New Note, at
such address as such other holder shall have furnished to the
Company in writing, or, until any such other holder so
furnishes to the Company an address, then to and at the
address of the last holder of such Security who has furnished
an address to the Company, or (c) if to the Company, at One
East Fourth Street, Cincinnati, Ohio, 45202, to the attention
of President, or at such other address, or to the attention of
such other officer, as the Company shall have furnished to the
Purchaser and each such other holder in writing. This
Agreement and the other Transaction Documents and all
documents delivered in connection herewith or therewith embody
the entire agreement and understanding between the Purchaser
and the Company and supersede all prior agreements and
understandings relating to the subject matter hereof.

8.5. Successors and Assigns. Whenever in this
Agreement any of the parties hereto are referred to, such
reference shall be deemed to include the successors and
assigns of such party; and all covenants, promises and
agreements by or on behalf of the respective parties which are
contained in this Agreement shall bind and inure to the
benefit of the successors and assigns of all other parties.
The terms and provisions of this Agreement, the New Note
Indenture and the other Transaction Documents shall inure to
the benefit of and shall be binding upon any assignee or
transferee of the Purchaser, and in the event of such transfer
or assignment, the rights and privileges herein conferred upon
the Purchaser shall automatically extend to and be vested in,
and become an obligation of, such transferee or assignee, all
subject to the terms and conditions hereof. In connection
therewith, such transferee or assignee may disclose all
documents and information which such transferee or assignee
now or hereafter may have relating to the New Notes, this
Agreement, the New Note Indenture, the Transaction Documents,
the Company, any other Persons referred to herein or any of
the business of any of the foregoing entities.

35
<PAGE>

8.6. Descriptive Headings. The headings in this
Agreement are for purposes of reference only and shall not
limit or otherwise affect the meaning hereof.

8.7. Satisfaction Requirement. If any agreement,
certificate or other writing, or any action taken or to be
taken, is by the terms of this Agreement required to be
satisfactory to the Purchaser or to the holders of a specified
portion of the principal amount of the New Notes, the
determination of such satisfaction shall be made by the
Purchaser or such holders, as the case may be, in the sole and
exclusive judgment (exercised in good faith) of the Person or
Persons making such determination.

8.8 No Claims Against Subsidiaries. The Company
and the Purchasers acknowledge and agree, for the benefit of
holders of Senior Indebtedness (as defined in the New Note
Indenture) as follows:

(a) The obligations of the Company arising
under Transaction Documents are obligations of the Company
only, and the Purchasers will have no claim, right or demand
against any Subsidiary of the Company or any assets or
properties of any Subsidiary of the Company on or in respect
of any such obligations.

(b) The obligations of the Company under the
Transaction Documents are subordinated, on the terms contained
in the New Note Indenture, to Senior Indebtedness.

(c) The Company is, and is capitalized as, a
separate legal entity such that any claim, right or demand by
the Purchasers with respect to the assets and properties of
any Subsidiary of the Company would be solely as a creditor of
a direct or indirect shareholder of such Subsidiary and that
such arrangement has been relied upon by and is for the
benefit of holders of Senior Indebtedness (as defined in the
New Note Indenture).

(d) The Company's direct and indirect
Subsidiaries have no obligation to pay dividends to or to make
investments in the Company, for the purpose of funding payment
obligations of the Company to the Purchasers or otherwise.
Subject to Section 4.11 of the New Note Indenture, the Bank
Credit Agreement permits Subsidiaries of the Company to pay
dividends to or to make investments in the Company only in
limited amounts and under specified circumstances.

(e) The Bank Credit Agreement restricts the
amendment of the Transaction Documents without the consent of
certain of the lenders party to the Bank Credit Agreement.

36
<PAGE>

8.9. Governing Law. THIS AGREEMENT AND THE NEW
NOTES SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND
THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE
STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF
LAW.

8.10. Service of Process. The Company hereby
consents to service of process by registered mail at the
address to which notices are to be given. The Company agrees
that its consent to service of process by mail is made for the
express benefit of the Purchaser.

8.11. Counterparts. This Agreement may be executed
simultaneously in two or more counterparts, each of which
shall be deemed an original, and it shall not be necessary in
making proof of this Agreement to produce or account for more
than one such counterpart.

8.12. No Adverse Interpretation of Other
Agreements. This Agreement may not be used to interpret
another agreement, indenture, loan or debt agreement of the
Company or any Subsidiary. Any such agreement, indenture,
loan or debt agreement may not be used to interpret this
Agreement.

8.13. Waiver of Jury Trial. THE COMPANY HEREBY
WAIVES TRIAL BY JURY IN ANY LITIGATION, SUIT OR PROCEEDING, IN
ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT
OF THIS AGREEMENT, THE NEW NOTE INDENTURE, THE NEW NOTES, ANY
OTHER TRANSACTION DOCUMENTS, OR ANY INSTRUMENT OR DOCUMENT
DELIVERED PURSUANT TO THIS AGREEMENT, THE NEW NOTE INDENTURE,
THE NEW NOTES OR ANY OTHER TRANSACTION DOCUMENT, OR THE
VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR
ENFORCEMENT, THEREOF, PROVIDED, HOWEVER, THAT WITH RESPECT TO
ANY COMPULSORY COUNTERCLAIM (I.E., A CLAIM BY THE COMPANY
AGAINST ANY OF THE PURCHASERS WHICH IF NOT BROUGHT IN SUCH
ACTION WOULD RESULT IN THE COMPANY OR BEING FOREVER BARRED
FROM BRINGING SUCH CLAIM) THE COMPANY SHALL HAVE THE RIGHT TO
RAISE SUCH COMPULSORY COUNTERCLAIM IN ANY SUCH LITIGATION.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

37
<PAGE>

NOTE PURCHASE AGREEMENT
(9 % SENIOR SUBORDINATED NOTES)

If this Agreement is satisfactory, please so indicate by
signing the applicable attached signature page of this
Agreement and delivering such counterpart to the Company,
whereupon this Agreement will become binding among the parties
hereto in accordance with its terms.

GREAT AMERICAN
COMMUNICATIONS COMPANY

By:
_________________________
Name:
Title:

38
<PAGE>

Signatories on Note Purchase Agreements

Purchaser
Amount

Fidelity Capital & Income Fund $40,000,000

Fidelity Copernicus Fund, L.P. 5,000,000

Spartan High Income Fund 25,000,000

Fidelity Advisor High Yield Fund 13,000,000

Variable Insurance Products Fund: High
Income Portfolio 12,500,000

Fidelity Puritan Fund 12,500,000

Fidelity Magellan Fund 30,000,000

Fidelity Growth & Income Portfolio 10,000,000

Fidelity Asset Manager Fund 21,000,000

Variable Insurance Products Fund II:
Asset Manager Portfolio 5,100,000

Fidelity Asset Manager: Growth 3,900,000

Illinois Municipal Retirement Fund Master Trust 6,540,000

Illinois State Board of Investments 2,470,000

General Motors Retirement Program for
Salaried Employees 5,000,000

General Motors Hourly Rate Employee
Pension Plan 6,000,000

Pension Reserves Investment Management Fund 1,490,000

Mellon Bank, N.A., as Trustee for White
Consolidated Master Pension Trust, as
Directed by Fidelity Management Trust
Company 500,000
Total: $200,000,000

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption
"Experts" in the Registration Statement (Form S-4) and related
Prospectus of Great American Communications Company for the
registration of $200,000,000 of 9-3/4% Series B Senior
Subordinated Notes due 2004 and to the incorporation by
reference therein of our report dated March 4, 1994, with
respect to the consolidated financial statements and schedules
of Great American Communications Company included in its
Annual Report (Form 10-K) for the year ended December 31,
1993, filed with the Securities and Exchange Commission.

/s/ ERNST & YOUNG

April 13, 1994
Cincinnati, Ohio

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE
TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
____
/____/ CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(B)(2)

SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

Not applicable 06-0850628
(State of incorporation if (I.R.S. Employer
not a national bank) Identification No.)

777 Main Street, Hartford, Connecticut 06115
(Address of principal executive offices) (Zip Code)

Patricia Beaudry, 777 Main Street, Hartford, CT 203-728-2065
(Name, address and telephone number of agent for service)

GREAT AMERICAN COMMUNICATIONS COMPANY
(Exact name of obligor as specified in its charter)

Florida 59-2054850
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

One East Fourth Street, Cincinnati, Ohio 45202
(Address of principal executive offices) (Zip Code)

$200,000,000 9 3/4% Series B Senior Subordinated Notes Due 2004
(Title of the indenture securities)

<PAGE>

Item 1. General Information.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising
authority to which it is subject:

The Comptroller of the Currency,
Washington, D.C.

Federal Reserve Bank of Boston
Boston, Massachusetts

Federal Deposit Insurance Corporation
Washington, D.C.

(b) Whether it is authorized to exercise corporate trust
powers:

The trustee is so authorized.

Item 2. Affiliations with obligor. If the obligor is an affiliate of
the trustee, describe each such affiliation.

None with respect to the trustee; none with respect to
Hartford National Corporation, Shawmut Corporation,
Shawmut Service Corporation and Shawmut National
Corporation (the "affiliates").

Item 3. * Voting securities of the trustee. Furnish the
following information as to each class of voting
securities of the trustee:

Item 4. * Trusteeships under other indentures. If the trustee is
a trustee under another indenture under which any other
securities, or certificates of interest or participa-
tion in any other securities, of the obligor are
outstanding, furnish the following information:

(a) Title of the securities outstanding under each
such other indenture.

(b) A brief statement of the facts relied upon as a
basis for the claim that no conflicting interest
within the meaning of Section 310(b)(1) of the
Act arises as a result of the trusteeship under
any such other indenture including a brief
statement as to how the indenture securities will
rank as compared with the securities issued under
such other indenture.

-3-
<PAGE>

Item 5. * Interlocking directorates and similar relationships
with the obligor or underwriters. If the trustee or
any of the directors or executive officers of the
trustee is a director, officer, partner, employee,
appointee, or representative of the obligor or of any
underwriter for the obligor, identify each such person
having any such connection and state the nature of each
such connection.

Item 6. * Voting securities of the trustee owned by the obligor
or its officials. Furnish the following information as
to the voting securities of the trustee owned
beneficially by the obligor and each director, partner
and executive officer of the obligor.

Item 7. * Voting securities of the trustee owned by underwriters
or their officials. Furnish the following information
as to the voting securities of the trustee owned
beneficially by each underwriter for the obligor and
each director, partner and executive officer of each
such underwriter.

Item 8. * Securities of the obligor owned or held by the trustee.
Furnish the following information as to securities of
the obligor owned beneficially or held as collateral
security for obligations in default by the trustee.

Item 9. * Securities of underwriters owned or held by the
trustee. If the trustee owns beneficially or holds as
collateral security for obligations in default any
securities of an underwriter for the obligor, furnish
the following information as to each class of
securities of such underwriter any of which are so
owned or held by the trustee.

Item 10. * Ownership or holdings by the trustee of voting
securities of certain affiliates or security holders of
the obligor. If the trustee owns beneficially or holds
as collateral security for obligations in default
voting securities of a person who, to the knowledge of
the trustee (1) owns 10% or more of the voting
securities of the obligor, or (2) is an affiliate,
other than a subsidiary, of the obligor, furnish the
following information as to the voting securities of
such person.

Item 11. * Ownership or holdings by the trustee of any securities
of a person owning 50 percent or more of the voting
securities of the obligor. If the trustee owns
beneficially or holds as collateral security for
obligations in default any securities of a person who,
to the knowledge of the trustee, owns 50 percent or

-4-
<PAGE>

more of the voting securities of the obligor, furnish
the following information as to each class of
securities of such person any of which are so owned or
held by the trustee.

Item 12. * Indebtedness of the obligor to the Trustee. If the
obligor is indebted to the trustee, furnish the
following information:

Item 13. * Defaults by the obligor.

(a) State whether there is or has been a default with
respect to the securities under this indenture.
Explain the nature of any such default.

(b) If the trustee is a trustee under another
indenture under which any other securities, or
certificates of interest or participation in any
other securities, of the obligor are outstanding,
or is trustee for more than one outstanding
series of securities under the indenture, state
whether there has been a default under any such
indenture or series, identify the indenture or
series affected, and explain the nature of any
such default.

Item 14. * Affiliations with the underwriters. If any underwriter
is an affiliate of the trustee, describe each such
affiliation.

Item 15. * Foreign trustee. Identify the order or rule pursuant
to which the foreign trustee is authorized to act as
sole trustee under indentures qualified or to be
qualified under the Act.

Item 16. List of exhibits. List below all exhibits filed as a part of
this statement of eligibility and qualification.

1. A copy of the Articles of Association of the
trustee as now in effect.

2. A copy of the Certificate of Authority of the
trustee to do Business.

3. A copy of the Certification of Fiduciary Powers
of the trustee.

4. A copy of the By-laws of the trustee as now in
effect.

5. Consent of the trustee required by Section 321(b)
of the Act.

-5-
<PAGE>

6. A copy of the latest Consolidated Reports of
Condition and Income of the trustee, published
pursuant to law or the requirements of its
supervising or examining authority.

-6-
<PAGE>

NOTES

Inasmuch as this Form T-1 is filed prior to the
ascertainment by the trustee of all facts on which to base
the answer to Item 2 the answer to said Item is based upon
incomplete information. Said Item may, however, be
considered correct unless amended by an amendment to this
Form T-1.

* The trustee has provided responses only to Items
1, 2 and 16 because to its knowledge the obligor
is not in default under the indenture.
<PAGE>

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act
of 1939, the trustee, Shawmut Bank Connecticut, National
Association, a national banking association organized and
existing under the laws of the United States, has duly caused
this statement of eligibility to be signed on its behalf by
the undersigned, thereunto duly authorized, all in the City
of Hartford, and State of Connecticut, on the 23rd day of
March, 1994.

SHAWMUT BANK CONNECTICUT,
NATIONAL ASSOCIATION,
Trustee

By /s/ William R. Munroe
William R. Munroe
Assistant Vice President
<PAGE>

EXHIBIT 1

ARTICLES OF ASSOCIATION

SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION

FIRST. The title of this Association, which shall carry on the business
of banking under the laws of the United States, shall be "Shawmut Bank
Connecticut, National Association".

SECOND. The main office of the Association shall be in Hartford, County
of Hartford, State of Connecticut. The general business of the
Association shall be conducted at its main office and its branches.

THIRD. The board of directors of this Association shall consist of not
less than five (5) nor more than twenty-five (25) shareholders, the exact
number of directors within such minimum and maximum limits to be fixed and
determined from time to time by resolution of a majority of the full board
of directors or by resolution of the shareholders at any annual or special
meeting thereof. Unless otherwise provided by the laws of the United
States, any vacancy in the board of directors for any reason, including an
increase in the number thereof, may be filled by action of the board of
directors.

FOURTH. The annual meeting of the shareholders for the election of
directors and the transaction of whatever other business may be brought
before said meeting shall be held at the main office or such other place
as the board of directors may designate, on the day of each year specified
therefor in the bylaws, but if no election is held on that day, it may be
held on any subsequent day according to the provisions of law; and all
elections shall be held according to such lawful regulations as may be
prescribed by the board of directors.

FIFTH. The authorized amount of capital stock of this Association shall
be three million five hundred thousand (3,500,000) shares of common stock
of the par value of six and 25/100 dollars ($6.25) each, but said capital
stock may be increased or decreased from time to time, in accordance with
the provisions of the laws of the United States.

No holder of shares of the capital stock of any class of the corporation
shall have any pre-emptive or preferential right of subscription to any
shares of any class of stock of the corporation, whether now or hereafter
authorized, or to any obligations convertible into stock of the
corporation, issued or sold, nor any right of subscription to any thereof
other than such, if any, as the board of directors, in its discretion, may
from time to time determine and at such price as the board of directors
may from time to time fix.

The Association, at any time and from time to time, may authorize andissue
debt obligations, whether or not subordinated, without the approval of the
shareholders.

SIXTH. The board of directors shall appoint one of its members president
of this Association, who shall be chairman of the board, unless the board
appoints another director to be the chairman. The board of directors
shall have the power to appoint one or more vice presidents; and to
<PAGE>

appoint a secretary and such other officers and employees as may be
required to transact the business of this Association.

The board of directors shall have the power to define the duties of the
officers and employees of the Association; to fix the salaries to be paid
to them; to dismiss them; to require bonds from them and to fix the
penalty thereof; to regulate the manner in which any increase of the
capital of the Association shall be made; to manage and administer the
business and affairs of the Association; to make all bylaws that it may be
lawful for them to make; and generally to do and perform all acts that it
may be legal for a board of directors to do and perform.

SEVENTH. The board of directors shall have the power to change the
location of the main office to any other place within the limits of the
City of Hartford, Connecticut, without the approval of the shareholders
but subject to the approval of the Comptroller of the Currency; and shall
have the power to establish or change the location of any branch or
branches of the Association to any other location, without the approval of
the shareholders but subject to the approval of the Comptroller of the
Currency.

EIGHTH. The corporate existence of this Association shall continue until
terminated in accordance with the laws of the United States.

NINTH. The board of directors of this Association, or any three ormore
shareholders owning, in the aggregate, not less than ten percent
(10%) of the stock of this Association, may call a special meeting of
shareholders at any time. Unless otherwise provided by the laws of the
United States, a notice of the time, place and purpose of every annual and
special meeting of the shareholders shall be given by first class mail,
postage prepaid, mailed at least ten (10) days prior to the date of such
meeting to each shareholder of record at his address as shown upon the
books of this Association.

TENTH. Any person, his heirs, executors, or administrators may be
indemnified or reimbursed by the Association for reasonable expenses
actually incurred in connection with any action, suit, or proceeding,
civil or criminal, to which he or they shall be made a party by reason of
his being or having been a director, officer, or employee of the
Association or any firm, corporation, or organization which he served in
any such capacity at the request of the Association: provided, that no
person shall be so indemnified or reimbursed in relation to any matter in
such action, suit, or proceeding as to which he shall finally be adjudged
to have been guilty of or liable for gross negligence, willful misconduct
or criminal acts in the performance of his duties to the Association: and,
provided further, that no person shall be so indemnified or reimbursed in
relation to any matter in such action, suit, or proceeding which has been
made the subject of a compromise settlement except with the approval of a
court of competent jurisdiction, or the holders of record of a majority of
the outstanding shares of the Association, or the board of directors,
acting by vote of directors not parties to the same or substantially the
same action, suit, or proceeding, constituting a majority of the whole
number of directors. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which such person,
his heirs, executors, or administrators may be entitled as a matter of
law.
<PAGE>

The Association may, upon the affirmative vote of a majority of its board
of directors, purchase insurance for the purpose of indemnifying its
directors, officers and other employees to the extent that such
indemnification is allowed in the preceding paragraph. Such insurance
may, but need not, be for the benefit of all directors, officers, or
employees.

ELEVENTH. These articles of association may be amended at any regular or
special meeting of the shareholders by the affirmative vote of the holders
of a majority of the stock of this Association, unless the vote of the
holders of greater amount of stock is required by law, and in that case by
the vote of the holders of such greater amount. The notice of any
shareholders' meeting at which an amendment to the articles of association
of this Association is to be considered shall be given as hereinabove set
forth.

I hereby certify that the articles of association of this Association, in
their entirety, are listed above in items first through eleventh.

Andrea Turlo, Assistant Secretary

Dated at Hartford, CT, as of March 23, 1994.

Revision of January 11, 1993
EXHIBIT 2

COMPTROLLER OF THE CURRENCY
ADMINISTRATOR OF NATIONAL BANKS

Washington, D.C. 20219

CERTIFICATE

I, Eugene A. Ludwig, Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes
324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has
possession, custody and control of all records pertaining to the
chartering, regulation and supervision of all National Banking
Associations.

2. "Shawmut Bank Connecticut, National Association", Hartford,
Connecticut,, (Charter No. 1338), is a National Banking Association formed
under the laws of the United States and is authorized thereunder to
transact the business of banking on the date of this Certificate.

<PAGE>
IN TESTIMONY WHEREOF, I have hereunto

subscribed my name and caused my seal

of office to be affixed to these

presents at the Treasury

Department, in the City of

Washington and District of Columbia,

this 9th day of December, 1993.

/s/ Eugene A. Ludwig
Comptroller of the Currency
<PAGE>

EXHIBIT 3

COMPTROLLER OF THE CURRENCY
ADMINISTRATOR OF NATIONAL BANKS

Washington, D.C. 20219

CERTIFICATION OF FIDUCIARY POWERS

I, Eugene A. Ludwig, Comptroller of the Currency, do hereby certify the
records in this Office evidence "Shawmut Bank Connecticut, National
Association", Hartford, Connecticut, (Charter No. 1338), was granted,
under the hand and seal of the Comptroller, the right to act in all
fiduciary capacities authorized under the provisions of The Act of
Congress approved September 28, 1962, 76 Stat. 668, 12 U.S.C. 92a. I
further certify the authority so granted remains in full force and
effect.

IN TESTIMONY WHEREOF, I have hereunto

subscribed my name and caused my seal

of Office of the Comptroller of the

Currency to be affixed to these

presents at the Treasury Department,

in the City of Washington and

District of Columbia, this 9th day

of December, 1993.

/s/ Eugene A. Ludwig
Comptroller of the Currency
<PAGE>

EXHIBIT 4

BYLAWS
OF
SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION

ARTICLE I

MEETINGS OF SHAREHOLDERS

Section 1.1 Annual Meeting. The regular annual meeting of theshareholders
to elect directors and transact whatever other business may properly come
before the meeting, shall be held at the main office of the association,
city of Hartford, state of Connecticut or such other places as the board
of directors may designate, at 1:00 o'clock, on the third Wednesday of
April of each year, or if that date falls on a legal holiday in the state
in which the association is located, on the next following banking day.
If, for any cause, an election of directors is not made on that date, or
in the event of a legal holiday, on the next following banking day, an
election may be held on any subsequent day within 60 days of the date
fixed, to be designated by the board directors, or, if the directors fail
to fix the date, by shareholders representing two-thirds of the shares.

Section 1.2. Special Meetings. Except as otherwise specifically provided
by statute, special meetings of the shareholders may be called for any
purpose at any time by the board of directors or upon call of the Chairman
or at the written request of shareholders owning, in the aggregate, not
less than ten (10) percent of the stock of the association.

Section 1.3. Notice of Meetings. Unless otherwise provided by the laws of
the United States, a notice of the time, place and purpose of every
regular annual meeting or special meeting of shareholders shall be given
by first-class mail, postage pre-paid, mailed at least ten (10) days prior
to the date of such meeting to each shareholder of record at his address
as shown upon the books of the association. If an annual or special
shareholders' meeting is adjourned to a different date, time, or place,
notice need not be given of the new date, time or place, if the new date,
time or place is announced at the meeting before adjournment, unless any
additional items of business are to be considered, or the association
becomes aware of an intervening event materially affecting any matter to
be voted on more than 10 days prior to the date to which the meeting is
adjourned. If a new record date for the adjourned meeting is fixed,
however, notice of the adjourned meeting must be given to persons who are
shareholders as of the new record date.

Section 1.4. Proxies. Shareholders may vote at any meeting of the
shareholders by proxies duly authorized in writing. Proxies shall be
valid only for one meeting, to be specified therein, and any adjournments
of such meeting. Proxies shall be dated and filed with the records of the
meeting. Proxies with rubber-stamped facsimile signatures may be used and
unexecuted proxies may be counted upon receipt of a confirming telegram
from the shareholder. Proxies meeting the above requirements submitted at
any time during a meeting shall be accepted.
<PAGE>

Section 1.5. Quorum. A majority of the outstanding capital stock,
represented in person or by proxy, shall constitute a quorum at any
meeting of shareholders, but less than a quorum may adjourn any meeting,
from time to time, and the meeting may be held, as adjourned, without
further notice.

Section 1.6. Voting. In deciding on questions at meetings of
shareholders, except in the election of directors, each shareholder shall
be entitled to one vote for each share of stock held. A majority of votes
cast shall decide each matter submitted to the shareholders at the meeting
except in cases where by law a larger vote is required.

ARTICLE II

DIRECTORS

Section 2.1. Board of Directors. The board of directors shall manage and
administer the business and affairs of the association. Except as
expressly limited by law, all corporate powers of the association shall be
vested in and may be exercised by the board.

Section 2.2. Number. The board shall consist of not less than five nor
more than twenty-five shareholders, the exact number within such minimum
and maximum limits to be fixed and determined from time to time by
resolution of a majority of the full board or by resolution of a majority
of the shareholders at any meeting thereof.

Section 2.3. Term. The directors of this association shall hold office
for one year and until their successors are elected and have qualified.

Section 2.4. Oath. Each person elected or appointed a director of this
association must take the oath of such office as prescribed by the laws of
the United States. No person elected or appointed a director of this
association shall exercise the functions of such office until he has taken
such oath.

Section 2.5. Honorary Directors. There may not be more than five honorary
directors of the association who shall be entitled to attend meetings of
the board and take part in its proceedings but without the right to vote.
Honorary directors shall be appointed at the annual meeting of the board
of directors to hold office until the next annual meeting provided,
however, that the board may at any regularly constituted meeting between
annual meetings of the board of directors appoint honorary directors
within the limitations imposed by this bylaw.

Section 2.6. Vacancies. Any vacancies occurring in the board of directors
for any reason, including an increase in the number thereof, may be
filled, in accordance with the laws of the United States, by appointment
by the remaining directors, and any director so appointed shall hold
office until the next annual meeting and until his successor is elected
and has qualified.

Section 2.7. Organization Meeting. The annual meeting of the board of
directors shall be held at the main office of the association to organize
<PAGE>

the new board and appoint committees of the board and officers of the
association for the succeeding year, and for transacting such other
business as properly may come before the meeting. Such meeting shall be
held on the day of the election of directors or as soon thereafter as
practicable, and, in any event, within 30 days thereof. If, at the time
fixed for such meeting, there shall not be a quorum, the directors
present may adjourn the meeting, from time to time, until a quorum is
obtained.

Section 2.8. Regular Meetings. The regular meetings of the board of
directors shall be held, without notice, at the main office, or at such
other place as has been duly authorized by the board, on such day and at
such time as the board shall determine. When any regular meeting of the
board falls upon a holiday, the meeting shall be held on the next banking
business day unless the board shall designate another day.

Section 2.9. Special Meetings. Special meetings of the board of directors
may be called by the chairman, the president, or at the request of seven
or more directors. Each member of the board of directors shall be given
notice stating the time and place by telegram, letter, or in person, of
each special meeting.

Section 2.10. Quorum. A majority of the members of the board shall
constitute a quorum at any meeting. If the number of directors is reduced
below the number that would constitute a quorum, no business may be
transacted, except selecting directors to fill vacancies in conformance
with these bylaws. If a quorum is present, the board of directors may
take action through the vote of a majority of the directors who are in
attendance.

Section 2.11. Record Time. The board of directors may fix a day and hour,
not exceeding fifty (50) days preceding the date fixed for the payment of
any dividend or for any meeting of the shareholders as a record time for
the determination of shareholders entitled to receive such dividend, or as
the time as of which shareholders entitled to notice of and to vote at
such meeting shall be determined, as the case may be, and only
shareholders of record at the time so fixed shall be entitled to receive
such dividend or to notice of and to vote at such meeting.

Section 2.12. Fees. All directors other than directors who are officers
of the association or its affiliates shall be entitled to reasonable fees
for their services as such directors and as members of committees of the
board, said fees to be fixed by vote of the board.

ARTICLE III

COMMITTEES OF THE BOARD

Section 3.1. Executive Committee. The board of directors may establish an
executive committee consisting of the chairman, not less than five
directors, not officers, who are appointed by the board, and such other
directors as the board may appoint. The board shall designate the
chairman thereof. The Executive Committee shall possess and may exercise
such powers as are provided in these bylaws and all other delegable powers
<PAGE>

of the board and shall meet at the call of any member thereof. All action
of said committee shall be reported to the board at the next regular board
meeting thereafter. Four members of the Committee, of whom not less than
three shall be directors who are not officers, shall be necessary to
constitute a quorum.

Section 3.2. Loan and Investment Committee. The board of directors shall
establish a loan and investment committee consisting of the chairman, the
president, not less than four directors, not officers, who are appointed
by the board, and such other directors as the board may appoint. The
committee shall ensure that the association's credit and investment
policies are adequate and that lending and investment activities are
conducted in accordance with the association's policies and with
applicable laws and regulations. The committee shall exercise oversight
and receive reports with respect to lending activities and credit risk
management. The committee shall also exercise oversight and receive
reports with respect to the association's securities portfolio and
securities portfolio activities to ensure appropriate portfolio
diversification, asset quality, liquidity, and profitability. The
committee shall also have oversight responsibilities with respect to the
association's investment policy, liquidity policy, liquidity contingency
planning and interest rate risk exposure. All action by the committee
shall be reported to the board at the next regular board meeting
thereafter. Four members of the committee, of whom not less than two
shall be directors who are not officers, shall be necessary to constitute
a quorum.

Section 3.3. Trust Committee. The board of directors shall establish a
trust committee consisting of the president and not less than four
directors, not officers, who are appointed by the board and such other
directors as the board may appoint. The trust committee shall have
authority, between meetings of the board, to discharge the
responsibilities of the association with respect to the exercise of
fiduciary powers, except as the board may by resolution or other
appropriate action otherwise from time to time determine. All action by
said committee shall be reported to the board at the next regular board
meeting thereafter. Four members of the trust committee, of whom at least
two shall be directors who are not officers, shall be necessary to
constitute a quorum.

Section 3.4. Audit Committee. The audit committee of Shawmut National
Corporation, no member of whom is an officer of the association, is
designated to oversee the audit affairs of the association. Members of
the association's board of directors, none of whom may be officers of the
association, may serve on the audit committee of Shawmut National
Corporation. In addition, the board may, from time to time, appoint an
audit committee consisting of not less than four members of the board, no
one of whom shall be an executive officer of the association, to perform
such audit functions as may be assigned by the board. The duty of the
audit committee shall be to examine at least once during each calendar
year and within 15 months of the last examination of affairs of the
association or cause suitable examination to be made by auditors
responsible only to the board of directors and to report the result of
such examination in writing to the board at the next regular meeting
<PAGE>

thereafter. Such report shall state whether the association is in a sound
condition, whether fiduciary powers have been administered according to
law and sound fiduciary principles, whether adequate internal controls and
procedures are being maintained, and shall recommend to the board of
directors such changes in the manner of conducting the affairs of the
association as shall be deemed advisable. Section 3.5. Community Affairs
Committee. The board of directors shall establish a community affairs
committee consisting of not less than four directors and such other
persons as shall be appointed by the board. The community affairs
committee shall oversee compliance by the association with the policies
and provisions of the Community Reinvestment Act of 1978, as amended;
shall establish and supervise policies relating to voluntary corporate
contributions and other matters of business and community conduct, all as
the board or the chairman may from time to time specify or request. All
actions by said committee shall be reported to the board at the next
regular board meeting thereafter. Three members of the committee, of whom
at least two shall be directors who are not officers, shall be necessary
to constitute a quorum.

Section 3.6. Substitute Committee Members. In the case of the absence of
any member of any committee of the board from any meeting of such
committee, the directors who are not officers and are present at such
meeting, or the senior officer present if no such directors are there, may
designate a substitute to serve in lieu of such absent member. Such
substitute need not be a director unless such absent member is a director
but in any case when the board of directors shall have designated one or
more alternate members for such committee, the substitute shall be
selected from such of said alternates as are then available.

Section 3.7. Additional Committees. The board of directors may by
resolution designate one or more additional committees, each consisting of
two or more of the directors. Any such additional committee shall have
and may exercise such powers as the board may from time to time prescribe
for furthering the business and affairs of the association.

ARTICLE IV

WAIVER OF NOTICE; WRITTEN CONSENT; PARTICIPATION BY TELEPHONE

Section 4.1. Waiver of Notice. Notice of the time, place and purpose of
any regular meeting of the board of directors or a committee thereof may
be waived in writing by any director or member of such committee, as the
case may be, either before or after such meeting. Attendance in person at
a meeting of the board of directors or a committee thereof shall be deemed
to constitute a waiver of notice thereof.

Section 4.2. Written Consent. Unless otherwise restricted by the articles
of association or these bylaws, any action required or permitted to be
taken at any meeting of the board of directors or a committee thereof may
be taken without a meeting if a consent in writing, setting forth the
action to so be taken, shall be signed before or after such action by all
of the directors, or all of the members of a committee thereof, as the
case may be. Such written consent shall be filed with the records of the
association.
<PAGE>

Section 4.3. Participation by Telephone. One or more directors may
participate in a meeting of the board of directors, of a committee of the
board, or of the shareholders, by means of conference telephone or similar
communications equipment by means of which all persons participating in
the meeting can hear each other. Participation in this manner shall
constitute presence in person at such meeting.

ARTICLE V

OFFICERS AND EMPLOYEES

Section 5.1. Officers. The officers of the association shall consist of a
chairman, a president, one or more vice chairmen, one or more executive
vice presidents, one or more senior vice presidents, one or more vice
presidents, a secretary, an auditor and such other officers as may be
appropriate for the prompt and orderly transaction of the business of the
association. Any officer may hold more than one office, except that the
chairman and president may not also serve as secretary. The chairman, the
president, any vice chairman, and the auditor shall be elected annually by
the board of directors to serve for one year and until his successor is
elected and qualifies. All other officers shall be appointed to hold
office during the pleasure of the board, which may in its discretion
delegate the authority to appoint and remove any officer or officers
(other than the auditor) below the ranks of president and vice chairman.

Section 5.2. Chairman. The chairman shall preside or designate the
presiding officer at all meetings of the board of directors and
shareholders. The chairman shall be the chief executive officer of the
association unless otherwise designated by the board, and may have and
exercise such further powers and duties as from time to time may be
conferred upon or assigned to the chairman by the board of directors. The
chairman may establish advisory committees for any branch, region, or
division of the association to advise on the affairs of such branch,
region, or division; provided that such advisory committee members shall
not attend meetings of the board of directors or any committee thereof,
and shall not participate in the management of the association. If at any
time the office of chairman shall be vacant, the powers and duties of that
office shall devolve upon the president; if the office of president shall
be vacant, the powers and duties of that office shall devolve upon the
chairman; and if the office of the chairman and president are vacant, the
board shall designate one or more officers of the association to perform
the duties of chairman until such time as a new chairman is appointed.

Section 5.3. President. The president shall have general executive powers
and may also have and exercise such further powers and duties as may be
conferred upon or assigned by the board or the chairman.

Section 5.4. Vice Chairman. Each Vice Chairman shall perform such duties
as may be assigned from time to time by the board of directors or the
chairman.

Section 5.5. Secretary. The secretary of the association, or other
designated officer of the association, shall keep accurate minutes of all
meetings of the board of directors; shall attend to the giving of all
<PAGE>

notices required by these bylaws; shall be custodian of the corporate
seal, records, documents and papers of the association; shall provide for
the keeping of proper records of all transactions of the association;
shall have and may exercise any and all other powers and duties pertaining
by law, regulation or practice, or imposed by the bylaws; and shall also
perform such other duties as may be assigned from time to time, by the
board of directors or the chairman.

Section 5.6. Auditor. The general auditor of the association, or his
designee, shall be the officer in charge of auditing. Said officer shall
be responsible for the conduct of a program of continuous audits of the
association and all of its departments and shall make, or cause to be
made, further examinations as he deems necessary or are required from time
to time by the responsible audit committee or the board. Said officer
shall report the results of audit activities periodically to the
responsible audit committee or the board.

Section 5.7. Other Officers. All other officers shall perform such duties
and exercise such powers as shall pertain to their respective offices, or
as shall be imposed by law, or as may be conferred upon, or assigned to
them by the board of directors or the chairman.

Section 5.8. Resignation. An officer may resign at any time by delivering
notice to the association. A resignation is effective when the notice is
given unless the notice specifies a later effective date.

ARTICLE VI

SIGNING AUTHORITY

Section 6.1. Signing Authority. Each officer of this association,
excluding the auditor and each other officer whose primary duties are
auditing in nature, shall have authority for and on behalf of this
association to execute, deliver, sign and endorse checks, drafts, pledges,
certificates, receipts for money, warehouse receipts, bills of lading or
similar documents, contracts arising in the ordinary course of the
business of the association, bankers' acceptances made by the association,
commercial credits of the association, securities and property received in
trust or for deposit, proxies to vote stock held by the association in any
capacity, petitions, foreclosures and other deeds, powers, leases,
assignments, discharges, releases, extensions, purchase agreements,
conveyances, and other written instruments pertaining to real estate or
interest therein and, where indicated, to affix the corporate seal of the
association to any of the foregoing; to guarantee and witness signatures
upon securities, documents or other written instruments; to purchase,
sell, assign, pledge or transfer funds or other securities of the
association or within its control as a fiduciary; and, subject to the
approval of such officer or committee as the board may designate, to
accept trusts and appointments and to execute trust indentures and any
other instruments establishing trusts or making appointments. Each
officer at the level of senior vice president or above, shall be empowered
to authorize another person or persons, whether or not such other person
or persons are officers or employees of the association, to sign or
endorse any of the foregoing documents on behalf of the association in a
<PAGE>

particular transaction; but such officer shall by signed entry personally
note the fact of such authorization on the records of the association
relating to such transaction. The officer in charge of the international
division of the association, or in his absence his designee, shall be
empowered to authorize another person or persons, whether or not such
other person or persons are officers or employees of the association, to
execute documents and do such other acts and things as may be required in
connection with a particular loan or extension of credit, proceeding
before a court or other judicial or administrative body, or other
transaction; but such officer shall by signed entry personally note the
fact of such authorization on the records of the association relating to
such act or transaction. Any one officer at the level of senior vice
president or above shall have authority for and on behalf of the
association to borrow money. The chairman, the president, any vice
chairman, any executive vice president, and the senior vice president or
other officer in charge of investment administration or such other
officers as may be designated by the chairman may each, acting singly,
authorize borrowings and request advances from any Federal Reserve Bank or
any Federal Home Loan Bank, as the case may be, and may agree with said
bank upon appropriate terms and collateral for such transactions. The
officers and other employees of the association shall have such further
signature powers as may be specified by the board of directors or by the
chairman or his designee.

ARTICLE VII

STOCK AND STOCK CERTIFICATES

Section 7.1. Transfers. Shares of stock shall be transferable on the
books of the association, and a transfer book shall be kept in which all
transfers of stock shall be recorded. Every person becoming a shareholder
by such transfer shall in proportion to his or her shares, succeed to all
rights of the prior holder of such shares. The board of directors may
impose conditions upon the transfer of the stock reasonably calculated to
simplify the work of the association with respect to stock transfer,
voting shareholder meetings, and related matters and to protect it against
fraudulent transfer.

Section 7.2. Stock Certificates. Certificates of stock shall bear the
signature of the chairman or president (which may be engraved, printed or
impressed), and shall be signed manually or by facsimile process by the
secretary or assistant secretary, and the seal of the association shall be
engraved thereon. Each certificate shall recite on its face that the
stock represented thereby is transferable only upon the books of the
association properly endorsed.

ARTICLE VIII
CORPORATE SEAL

Section 8. Corporate Seal. The board of directors shall provide a seal
for the association. The secretary shall have custody thereof and may
designate such other officers as may have counterparts.

ARTICLE IX
<PAGE>

MISCELLANEOUS PROVISIONS

Section 9.1. Fiscal Year. The fiscal year of the association shall be the
calendar year.

Section 9.2. Records. The articles of association, the bylaws and the
proceedings of all meetings of the shareholders, the board of directors,
and standing committees of the board, shall be recorded in appropriate
minute books provided for that purpose. The minutes of each meeting shall
be signed by the secretary or other officer appointed to act as secretary
of the meeting.

ARTICLE X
BYLAWS

Section 10. Amendments. These bylaws may be altered, amended, or added
to or repealed by a vote of a majority of the members of the board then in
office at any meeting, provided that notice thereof shall have been given
in the notice of such meeting.

A true copy

Attest:

Andrea Turlo, Assistant Secretary

Dated at Hartford, CT, as of March 23, 1994.

Revision of January 11, 1993
<PAGE>

EXHIBIT 5

CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321(b)
OF THE TRUST INDENTURE ACT OF 1939

The undersigned, as Trustee under an Indenture entered
into between Great American Communications Company and Shawmut Bank
Connecticut, National Association, Trustee, does hereby consent that,
pursuant to Section 321(b) of the Trust Indenture Act of 1939, reports of
examinations with respect to the undersigned by Federal, State,
Territorial or District authorities may be furnished by such authorities
to the Securities and Exchange Commission upon request therefor.

SHAWMUT BANK CONNECTICUT,
NATIONAL ASSOCIATION,
Trustee

By /s/ William R. Munroe
William R. Munroe
Assistant Vice President

Dated: March 23, 1994
<PAGE>

EXHIBIT 6
Federal Financial Institutions Examination Council

Board of Governors of the Federal Reserve System
OMB Number: 7100-0036
Federal Deposit Insurance Corporation
OMB Number: 3064-0052
Office of the Comptroller of the Currency
OMB Number: 1557-0081
Expires February 28,1995
--------------------------------------------------------------------------

[LOGO] Please refer to page i, /1/
Table of Contents,
for the required disclosure
of estimated burden.

CONSOLIDATED REPORTS OF CONDITION AND INCOME FOR
A BANK WITH DOMESTIC AND FOREIGN OFFICES--FFIEC 031

(931231)
REPORT AT THE CLOSE OF BUSINESS DECEMBER 30, 1993 -----------
(RCRI 9999)

This report is required by law: 12 U.S.C. Section 324 (State member
banks); 12 U.S.C. Section 1817 (State nonmember banks); and 12 U.S.C.
Section 161 (National banks).

This report form is to be filed by banks with branches and consolidated
subsidiaries in U.S. territories and possessions, Edge or Agreement
subsidiaries, foreign branches, consolidated foreign subsidiaries, or
International Banking Facilities.

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

NOTE: The Reports of Condition and Income must be signed by an authorized
officer and the Report of Condition must be attested to by not less than
two directors (trustees) for State nonmember banks and three directors
for State member and National banks.

I, Romolo C. Santarosa, SVP and Controller
-----------------------------------------------------------
Name and Title of Officer Authorized to Sign Report

of the named bank do hereby declare that these Reports of Condition and
Income (including the supporting schedules) have been prepared in
conformance with the instructions issued by the appropriate Federal
regulatory authority and are true to the best of my knowledge and belief.

/S/ ROMOLO C. SANTAROSA
--------------------------------------------------------------
Signature of Officer Authorized to Sign Report

January 31, 1994
--------------------------------------------------------------
Date of Signature

The Reports of Condition and Income are to be prepared in accordance with
Federal regulatory authority instructions. NOTE: These instructions may
in some cases differ from generally accepted accounting principles.

We, the undersigned directors (trustees), attest to the correctness of
this Report of Condition (including the supporting schedules) and declare
that it has been examined by us and to the best of our knowledge and
belief has been prepared in conformance with the instructions issued
by the appropriate Federal regulatory authority and is true and correct.

/S/
------------------------------------------------------------
Director (Trustee)

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

FOR BANKS SUBMITTING HARD COPY REPORT FORMS:

STATE MEMBER BANKS: Return the original and one copy to the appropriate
Federal Reserve District Bank.

STATE NONMEMBER BANKS: Return the original only in the special return
address
envelope provided. If express mail is used in lieu of the special return
address envelope, return the original only to the FDIC, c/o Quality Data
Systems, 2139 Espey Court, Crofton, MD 21114.

NATIONAL BANKS: Return the original only in the special return address
envelope provided. If express mail is used in lieu of the special return
address envelope, return the original only to the FDIC, c/o Quality Data
Systems, 2139 Espey Court, Crofton, MD 21114.

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

CALL NO. 186 31 12-31-93

CERT: 02499 10582 STBK 09-0590

SHAWMUT BANK CONNECTICUT,
NATIONAL ASSOCIATION
777 MAIN STREET
HARTFORD, CT 06115

Board of Governors of the Federal Reserve System, Federal Deposit
Insurance
Corporation, Office of the Comptroller of the Currency
<PAGE>
FFIEC 031
Page i
Consolidated Reports of Condition and Income for /2/
A Bank With Domestic and Foreign Offices
--------------------------------------------------------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
SIGNATURE PAGE COVER
<S> <C>
REPORT OF INCOME
Schedule RI--Income Statment.................. RI-1,2,3
Schedule RI-A--Changes in Equity Capital...... RI-3
Schedule RI-B--Charge-offs and Recoveries and
Changes in Allowance for Loan and Lease
Losses...................................... RI-4,5
Schedule RI-C--Applicable Income Taxes by
Taxing Authority............................ RI-5
Schedule RI-D--Income from
International Operations.................... RI-6
Schedule RI-E--Explanations................... RI-7,8
</TABLE>

Disclosure of Estimated Burden

The estimated average burden associated with this information collection is 29.2
hours per respondent and is estimated to vary from 14.6 to 150 hours per
response, depending on individual circumstances. Burden estimates include the
time for reviewing instructions, gathering and maintaining data in the required
form, and completing the information collection, but exclude the time for
compiling and maintaining business records in the normal course of a
respondent's activities. Comments concerning the accuracy of this burden
estimate and suggestions for reducing this burden should be directed to the
Office of Information and Regulatory Affairs, Office of Management and Budget,
Washington, D.C. 20503, and to one of the following:

Secretary
Board of Governors of the Federal Reserve System
Washington, D.C. 20551

Legislative and Regulatory Analysis Division
Office of the Comptroller of the Currency
Washington, D.C. 20219

Federal Deposit Insurance Corporation
Washington, D.C. 20429
<PAGE>
<TABLE>
<CAPTION>
REPORT OF CONDITION
<S> <C>
Schedule RC--Balance Sheet.................... RC-1,2
Schedule RC-A--Cash and Balances Due From
Depository Institutions..................... RC-3
Schedule RC-B--Securities..................... RC-4,5
Schedule RC-C--Loans and Lease Financing
Receivables:
Part I. Loans and Leases.................. RC-6,7
Part II. Loans to Small Businesses and
Small Farms (included in the forms for
June 30 only).......................... RC-7a,7b
Schedule RC-D--Assets Held in Trading Accounts
in Domestic Offices Only (to be completed
only by banks with $1 billion or more in
total assets)............................... RC-8
Schedule RC-E--Deposit Liabilities............ RC-9,10
Schedule RC-F--Other Assets................... RC-11
Schedule RC-G--Other Liabilities.............. RC-11
Schedule RC-H--Selected Balance Sheet Items
for Domestic Offices........................ RC-12
Schedule RC-I--Selected Assets and Liabilities
of IBFs..................................... RC-12
Schedule RC-K--Quarterly Averages............. RC-13
Schedule RC-L--Off-Balance Sheet Items........ RC-14,15
Schedule RC-M--Memoranda...................... RC-16,17
Schedule RC-N--Past Due and Nonaccrual Loans,
Leases, and Other Assets.................... RC-18,19
Schedule RC-O--Other Data for Deposit
Insurance Assessments....................... RC-19,20
Schedule RC-R--Risk-Based Capital............. RC-21,22
Optional Narrative Statement Concerning the
Amounts Reported in the Reports of
Condition and Income........................ RC-23
Special Report (TO BE COMPLETED BY ALL BANKS)
Schedule RC-J--Repricing Opportunities
(sent only to and to be completed only by
savings banks)
</TABLE>

For information or assistance, national and state nonmember banks should contact
the FDIC's Call Reports Analysis Unit, 550 17th Street, NW, Washington, D.C.
20429, toll free on (800) 688-FDIC (3342), Monday through Friday between 8:00
a.m. and 5:00 p.m., Eastern time. State member banks should contact their
Federal Reserve District Bank.

<TABLE>
<S> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 9/30/93 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET PageRI-1
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|

</TABLE>

Consolidated Report of Income
for the period January 1, 1993-September 30, 1993

All Report of Income schedules are to be reported on a calendar
year-to-date basis in thousands of dollars.

Schedule RI--Income Statement

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------- ----- ------------
<S> <C> <C>
1. Interest income: ///////////////////
a. Interest and fee income on loans: ///////////////////
(1) In domestic offices: ///////////////////
2. In foreign offices, Edge and Agreement subsidiaries, and IBFs...................... 4059 0 1.a.(2)
b. Income from lease financing receivables: ///////////////////
(1) Taxable leases.............................................................. 4505 32 1.b.(1)
(2) Tax-exempt leases........................................................... 4307 0 1.b.(2)
c. Interest income on balances due from depository institutions:(1) ///////////////////
(1) In domestic offices......................................................... 4105 141 1.c.(1)
(2) In foreign offices, Edge and Agreement subsidiaries, and IBFs............... 4106 0 1.c.(2)
d. Interest and dividend income on securities: ///////////////////
(1) U.S. Treasury securities and U.S. Government agency and corporation ///////////////////
(2) Securities issued by states and political subdivisions in the U.S.: ///////////////////
(3) Other domestic debt securities.............................................. 3657 46,193 1.d.(3)
(4) Foreign debt securities..................................................... 3658 196 1.d.(4)
(5) Equity securities (including investments in mutual funds)................... 3659 1,400 1.d.(5)
e. Interest income from assets held in trading accounts............................. 4069 0 1.e.
</TABLE>
- -------------
(1) Includes interest income on time certificates on deposit not held in
trading accounts.

<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/93 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET PageRI-2
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|

</TABLE>

Schedule RI--Continued

<TABLE>
<CAPTION>
- ---------------------------------------------------------------- ------------
<S> <C> <C> <C> <C> <C>
f. Interest income on federal funds sold and securities //////////////////
g. Total interest income (sum of items 1.a through 1.f).... 4107 773,504 1.g.
2. Interest expense: //////////////////
a. Interest on deposits: //////////////////
b. Expense of federal funds purchased and securities sold //////////////////
c. Interest on demand notes issued to the U.S. Treasury //////////////////
d. Interest on mortgage indebtedness and obligations under //////////////////
e. Interest on subordinated notes and debentures........... 4200 0 2.e.
f. Total interest income (sum of items 2.a through 2.e).... 4073 263,940 2.f.
3. Net interest income (item 1.g minus 2.f)................... ////////////////// RIAD 4074 509,564 3.
4. Provisions: //////////////////
a. Provision for loan and lease losses..................... ////////////////// RIAD 4230 78,268 4.a.
b. Provision for allocated transfer risk................... ////////////////// RIAD 4243 0 4.b.
5. Noninterest income: //////////////////
a. Income from fiduciary activities........................ 4070 72,197 5.a.
b. Service charges on deposit accounts in domestic //////////////////
c. Trading gains (losses) and fees from foreign exchange //////////////////
d. Other foreign transaction gains (losses)................ 4076 0 5.d.
e. Gains (losses) and fees from assets held in trading //////////////////
f. Other noninterest income: //////////////////
g. Total noninterest income (sum of items 5.a through //////////////////
6. Gains (losses) on securities not held in trading //////////////////
accounts................................................... ////////////////// RIAD 4091 (12,428) 6.
7. Noninterest expense: //////////////////
b. Expenses of premises and fixed assets (net of rental //////////////////
c. Other noninterest expense*.............................. 4092 269,565 7.c.
d. Total noninterest expense (sum of items 7.a through //////////////////
8. Income (loss) before income taxes and extraordinary items //////////////////
and other adjustments (item 3 plus or minus items 4.a, 4.b, //////////////////
5.g, 6, and 7.d)........................................... ////////////////// RIAD 4301 71,661 8.
9. Applicable income taxes (on item 8)........................ ////////////////// RIAD 4302 (14,895) 9.
10. Income (loss) before extraordinary items and other //////////////////
adjustments (item 8 minus 9)............................... ////////////////// RIAD 4300 86,556 10.
</TABLE>

- ---------------
* Describe on Schedule RI-E--Explanations.

<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/93 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET PageRI-3
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|

</TABLE>

Schedule RI--Continued

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------- ----- ------------
<S> <C> <C> <C> <C>
1. Extraordinary items and other adjustments: ///////////////////
a. Extraordinary items and other adjustments, gross of income taxes*. 4310 31,011 11.a.
b. Applicable income taxes (on item 11.a)*........................... 4315 (1,750) 11.b.
c. Extraordinary items and other adjustments, net of income taxes ///////////////////
(item 11.a minus 11.b)............................................ /////////////////// RIAD 4320 32,761 11.c.
2. Net income (loss) (sum of items 10 and 11.c)......................... /////////////////// RIAD 4340 119,317 12.
</TABLE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------- ----- ------------
<S> <C> <C>
1. Interest expense incurred to carry tax-exempt securities, loans, and leases acquired after ///////////////////
August 7, 1986, that is not deductible for federal income tax purposes...................... 4513 10 M.1.
2. Not applicable.............................................................................. ///////////////////
3. Estimated foreign tax credit included in applicable income taxes, items 9 and 11.b above.... 4309 0 M.3.
4. To be completed only by banks with $1 billion or more in total assets: ///////////////////
Taxable equivalent adjustment to "Income (loss) before income taxes and extraordinary ///////////////////
items and other adjustments" (item 8 above)................................................. 1244 2,165 M.4.
5. Number of full-time equivalent employees on payroll at end of current period (round to //// Number
nearest whole number)....................................................................... 4150 5,935 M.5.
</TABLE>

Schedule RI-A--Changes in Equity Capital
Indicate decreases and losses in parentheses.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------- ----- ------------
<S> <C> <C>
1. Total equity capital originally reported in the December 31, 1992, Reports of Condition ///////////////////
and Income.................................................................................. 3215 880,908 1.
2. Equity capital adjustments from amended Reports of Income, net*............................. 3216 0 2.
3. Amended balance end of previous calendar year (sum of items 1 and 2)........................ 3217 880,908 3.
4. Net income (loss) (must equal Schedule RI, item 12)......................................... 4340 119,317 4.
5. Sale, conversion, acquisition, or retirement of capital stock, net.......................... 4346 0 5.
7. LESS: Cash dividends declared on preferred stock............................................ 4470 0 7.
8. LESS: Cash dividends declared on common stock............................................... 4460 0 8.
9. Cumulative effect of changes in accounting principles from prior years* (see instructions ///////////////////
for this schedule).......................................................................... 4411 0 9.
10. Corrections of material accounting errors from prior years* (see instructions for this ///////////////////
schedule).................................................................................... 4412 0 10.
11. Change in net unrealized loss on marketable equity securities................................ 4413 1,372 11.
12. Foreign currency translation adjustments..................................................... 4414 0 12.
13. Other transactions with parent holding company* (not included in items 5, 7, or 8 above)..... 4415 86,300 13.
14. Total equity capital end of current period (sum of items 3 through 13) (must equal Schedule ///////////////////
RC, item 28)................................................................................. 3210 1,131,626 14.
</TABLE>
- ---------------
* Describe on Schedule RI-E--Explanations.

<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/3/93 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET PageRI-4
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|

</TABLE>

Schedule RI-B--Charge-offs and Recoveries and Changes

Part I. Charge-Offs and Recoveries on Loans and Leases

Part I excludes charge-offs and recoveries through
the allocated transfer risk reserve.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------- ----- ------------ ----- ------------
<S> <C> <C> <C>
1. Loans secured by real estate: /////////////////// ///////////////////
a. To U.S. addressees (domicile)............................... 4651 116,676 4661 11,848 1.a.
b. To non-U.S. addressees (domicile)........................... 4652 0 4662 0 1.b.
2. Loans to depository institutions and acceptances of other /////////////////// ///////////////////
banks: /////////////////// ///////////////////
a. To U.S. banks and other U.S. depository institutions........ 4653 197 4663 450 2.a.
b. To foreign banks............................................ 4654 0 4664 0 2.b.
3. Loans to finance agricultural production and other loans to /////////////////// ///////////////////
farmers........................................................ 4655 104 4665 92 3.
4. Commercial and industrial loans: /////////////////// ///////////////////
a. To U.S. addressees (domicile)............................... 4645 27,921 4617 10,125 4.a.
b. To non-U.S. addressees (domicile)........................... 4646 0 4618 0 4.b.
5. Loans to individuals for household, family, and other personal /////////////////// ///////////////////
expenditures: /////////////////// ///////////////////
a. Credit cards and related plans.............................. 4656 1,472 4666 416 5.a.
b. Other (includes single payment, installment, and all student /////////////////// ///////////////////
loans)...................................................... 4657 5,016 4667 2,435 5.b.
6. Loans to foreign governments and official institutions......... 4643 0 4627 0 6.
7. All other loans................................................ 4644 2,101 4628 553 7.
8. Lease financing receivables: /////////////////// ///////////////////
a. Of U.S. addressees (domicile)............................... 4658 0 4668 0 8.a.
b. Of non-U.S. addressees (domicile)........................... 4659 0 4669 0 8.b.
9. Total (sum of items 1 through 8)............................... 4635 153,487 4605 25,919 9.
</TABLE>

<TABLE>
<CAPTION>
Memoranda through through
- --------------------------------------------------------------------- ------------------- -------------------
To be completed by national banks only. RIAD Bil Mil Thou RIAD Bil MilThou
<S> <C> <C> <C>
1. Charge-offs and recoveries of Special-Category Loans, as defined /////////////////// ///////////////////
for this Call Report by the Comptroller of the Currency.......... /////////////////// 4784 513 M.1.
</TABLE>

<TABLE>
<CAPTION>
Memorandum items 2 and 3 are to be completed by all banks. Charge-offs Recoveries
<S> <C> <C> <C>
2. Loans to finance commercial real estate, construction, and land /////////////////// ///////////////////
development activities (not secured by real estate) included in /////////////////// ///////////////////
Schedule RI-B, part I, items 4 and 7, above..................... 5409 6,525 5410 2,499 M.2.
3. Loans secured by real estate in domestic offices (included in /////////////////// ///////////////////
Schedule RI-B, part I, item 1, above): /////////////////// ///////////////////
a. Construction and land development............................ 3582 24,028 3583 3,576 M.3.a.
b. Secured by farmland.......................................... 3584 249 3585 0 M.3.b.
c. Secured by 1-4 family residential properties: /////////////////// ///////////////////
(1) Revolving, open-end loans secured by 1-4 family residential /////////////////// ///////////////////
(2) All other loans secured by 1-4 family residential /////////////////// ///////////////////
d. Secured by multifamily (5 or more) residential properties.... 3588 5,853 3589 1,035 M.3.d.
e. Secured by nonfarm nonresidential properties................. 3590 63,917 3591 4,641 M.3.e.
</TABLE>

<PAGE>
<TABLE>
<S> <C> <C>
Address: 777 MAIN STREET PageRI-5
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|

</TABLE>

Schedule RI-B--Continued

Part II. Changes in Allowance for Loan and Lease Losses and in Allocated

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------- ---- ------------ ---- -------------
<S> <C> <C> <C>
Balance originally reported in the December 31, 1992, Reports of /////////////////// ////////////////////
Condition and Income....................................................... 3124 400,200 3131 0 1.
Recoveries (column A must equal part I, item 9, column B above)............ 4605 25,919 3132 0 2.
LESS: Charge-offs (column A must equal part I, item 9, column A above)..... 4635 153,487 3133 0 3.
Provision (column A must equal Schedule RI, item 4.a; column B must /////////////////// ////////////////////
equal Schedule RI, item 4.b)............................................... 4230 78,268 4243 0 4.
Adjustments* (see instructions for this schedule).......................... 4815 0 3134 0 5.
Balance end of current period (sum of items 1 through 5) (column A must /////////////////// ////////////////////
equal Schedule RC, item 4.b; column B must equal Schedule RC, /////////////////// ////////////////////
item 4.c).................................................................. 3123 350,900 3128 0 6.
</TABLE>

* Describe on Schedule RI-E--Explanations.

Schedule RI-C--Applicable Income Taxes by Taxing Authority

Schedule RI-C is to be reported with the December Report of Income.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------- ---- -------------
<S> <C> <C>
1. Federal......................................................................................... 4780 (16,268) 1.
2. State and local................................................................................. 4790 (377) 2.
3. Foreign......................................................................................... 4795 0 3.
4. Total (sum of items 1 through 3) (must equal sum of Schedule RI, items 9 and 11.b).............. 4770 (16,645) 4.
5. Deferred portion of item 4.................................................. RIAD 4772 24,264 //////////////////// 5.
</TABLE>

<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/93 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET PageRI-6
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|

</TABLE>

Schedule RI-D--Income from International Operations

For all banks with foreign offices, Edge or Agreement subsidiaries, or IBFs
where international operations account for more than 10 percent of total
revenues, total assets, or net income.

Part I. Estimated Income from International Operations

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------- ---- -------------
<S> <C> <C>
1. Interest income and expense booked at foreign offices, Edge and Agreement subsidiaries, /////////////////////
and IBFs: /////////////////////
a. Interest income booked.............................................................. 4837 N/A 1.a.
b. Interest expense booked............................................................. 4838 N/A 1.b.
c. Net interest income booked at foreign offices, Edge and Agreement subsidiaries, and /////////////////////
IBFs (item 1.a minus 1.b)........................................................... 4839 N/A 1.c
2. Adjustments for booking location of international operations: /////////////////////
a. Net interest income attributable to international operations booked at domestic /////////////////////
offices.............................................................................. 4840 N/A 2.a.
b. Net interest income attributable to domestic business booked at foreign offices..... 4841 N/A 2.b.
c. Net booking location adjustment (item 2.a minus 2.b)................................ 4842 N/A 2.c.
3. Noninterest income and expense attributable to international operations: /////////////////////
a. Noninterest income attributable to international operations......................... 4097 N/A 3.a.
b. Provision for loan and lease losses attributable to international operations........ 4235 N/A 3.b.
c. Other noninterest expense attributable to international operations.................. 4239 N/A 3.c.
d. Net noninterest income (expense) attributable to international operations (item 3.a. /////////////////////
minus 3.b. and 3.c)................................................................ 4843 N/A 3.d.
4. Estimated pretax income attributable to international operations before capital /////////////////////
allocation adjustment (sum of items 1.c, 2.c, and 3.d)................................ 4844 N/A 4.
5. Adjustment to pretax income for internal allocations to international operations to /////////////////////
reflect the effects of equity capital on overall bank funding costs................... 4845 N/A 5.
6. Estimated pretax income attributable to international operations after capital /////////////////////
7. Income taxes attributable to income from international operations as estimated in /////////////////////
item 6................................................................................ 4797 N/A 7.
8. Estimated net income attributable to international operations (item 6 minus 7)........ 4341 N/A 8.
</TABLE>

Memoranda

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------- ---- -------------
<S> <C> <C>
1. Intracompany interest income included in item 1.a above............................. 4847 N/A M.1.
2. Intracompany interest expense included in item 1.b above............................ 4848 N/A M.2.
</TABLE>

Part II. Supplementary Details on Income from International Operations Required
by the Departments of Commerce and Treasury for Purposes of the U.S.
International Accounts and the U.S. National Income and Product Accounts

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------- ---- -------------
<S> <C> <C>
1. Interest income booked at IBFs...................................................... 4849 N/A 1.
2. Interest expense booked at IBFs..................................................... 4850 N/A 2.
3. Noninterest income attributable to international operations booked at domestic /////////////////////
offices (excluding IBFs): /////////////////////
a. Gains (losses) and extraordinary items............................................ 5491 N/A 3.a
b. Fees and other noninterest income................................................. 5492 N/A 3.b.
4. Provision for loan and lease losses attributable to international operations booked /////////////////////
at domestic offices (excluding IBFs)................................................. 4852 N/A 4.
5. Other noninterest expense attributable to international operations booked at /////////////////////
domestic offices (excluding (IBFs).................................................... 4853 N/A 5.
</TABLE>

<PAGE>
<TABLE>
<S> <C> <C>
Address: 777 MAIN STREET PageRI-7
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|

</TABLE>

Schedule RI-E--Explanations

Schedule RI-E is to be completed each quarter on a calendar year-to-date basis.

Detail all adjustments in Schedules RI-A and RI-B, all extraordinary items and
other adjustments in Schedule RI, and all significant items of other noninterest
income and other noninterest expense in Schedule RI. (See instructions for
details.)

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------- ---- -------------
<S> <C> <C>
1. All other noninterest income (from Schedule RI, item 5.f.(2)) ////////////////////
Report amounts that exceed 10% of Schedule RI, item 5.f.(2): ////////////////////
a. Net gains on other real estate owned................................................. 5415 0 1.a.
b. Net gains on sales of loans.......................................................... 5416 25,413 1.b.
c. Net gains on sales of premises and fixed assets...................................... 5417 0 1.c.
Itemize and describe the three largest other amounts that exceed 10% of ////////////////////
Schedule RI, item 5.f.(2): ////////////////////
d. TEXT 4461 OPERATING EXPENSE CHARGEBACK TO AFFILIATES 4461 55,698 1.d.
e. TEXT 4462 FORECLOSED PROPERTIES RENTAL INCOME 4462 9,660 1.e.
f. TEXT 4463 4463 1.f.
2. Other noninterest expense (from Schedule RI, item 7.c): ////////////////////
a. Amortization expense of intangible assets............................................ 4531 12,072 2.a.
Report amounts that exceed 10% of Schedule RI, item 7.c: ////////////////////
b. Net losses on other real estate owned................................................ 5418 46,116 2.b.
c. Net losses on sales of loans......................................................... 5419 0 2.c.
Itemize and describe the three largest other amounts that exceed 10% ////////////////////
of Schedule RI, item 7.c: ////////////////////
e. TEXT 4464 4464 2.e.
f. TEXT 4467 4467 2.f.
g. TEXT 4468 4468 2.g.
3. Extraordinary items and other adjustments (from Schedule RI, item 11.a) and ////////////////////
applicable income tax effect (from Schedule RI, item 11.b) (itemize and describe ////////////////////
all extraordinary items and other adjustments): ////////////////////
a. (1) TEXT 6440 Effect of adopting FASB Statement No. 109, "Accounting for Income ////////////////////
b. (1) TEXT 4487 Cumulative effect of adoption of FASB 112 4487 (5,050) 3.b.(1)
c. (1) TEXT 4489 4489 3.c.(1)
4. Equity capital adjustments from amended Reports of Income (from Schedule RI-A, ////////////////////
item 2) (itemize and describe all adjustments): ////////////////////
a. TEXT 4492 4492 4.a.
b. TEXT 4493 4493 4.b.
5. Cumulative effect of changes in accounting principles from prior years (from ////////////////////
Schedule RI-A, item 9) (itemize and describe all changes in accounting principles): ////////////////////
a. TEXT 4494 4494 5.a.
b. TEXT 4495 4495 5.b.
6. Corrections of material accounting errors from prior years (from Schedule RI-A, ////////////////////
item 10) (itemize and describe all corrections): ////////////////////
a. TEXT 4496 4496 6.a.
b. TEXT 4497 4497 6.b.

</TABLE>

Schedule RI-E--Continued

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------- ----- ------------
<S> <C> <C>
7. Other transactions with parent holding company (from Schedule RI-A, item 13) //////////////////
(itemize and describe all such transactions): //////////////////
a. TEXT 4498 CAPITAL CONTRIBUTION FROM THE PARENT COMPANY 4498 86,300 7.a.
b. TEXT 4499 4499 7.b.
8. Adjustments to allowance for loan and lease losses (from Schedule RI-B, part II, //////////////////
item 5) (itemize and describe all adjustments): //////////////////
a. TEXT 4521 4521 8.a.
b. TEXT 4522 4522 8.b.
9. Other explanations (the space below is provided for the bank to briefly describe, I498 I499 <-
at its option, any other significant items affecting the Report of Income):
No comment / / (RIAD 4769)
Other explanations (please type or print clearly):
(TEXT 4769)
</TABLE>

<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/93 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET PageRC-1
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|

</TABLE>

Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for September 30, 1993

All schedules are to be reported in thousands of dollars. Unless
of the quarter.

Schedule RC--Balance Sheet

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------- ---- ------------
<S> <C> <C>
ASSETS ////////////////////
1. Cash and balances due from depository institutions (from Schedule RC-A): ////////////////////
a. Noninterest-bearing balances and currency and coin(1).................................. 0081 934,562 1.a.
b. Interest-bearing balances(2)........................................................... 0071 0 1.b.
2. Securities (from Schedule RC-B)........................................................... 0390 4,856,073 2.
3. Federal funds sold and securities purchased under agreements to resell in domestic offices ////////////////////
of the bank and of its Edge and Agreement subsidiaries, and in IBFs: ////////////////////
a. Federal funds sold..................................................................... 0276 0 3.a.
b. Securities purchased under agreements to resell........................................ 0277 0 3.b.
4. Loans and lease financing receivables: ////////////////////
a. Loans and leases, net of unearned income (from Schedule ////////////////////
RC-C)......................................................... RCFD 2122 7,535,968 //////////////////// 4.a.
b. LESS: Allowance for loan and lease losses..................... RCFD 3123 359,000 //////////////////// 4.b.
c. LESS: Allocated transfer risk reserve......................... RCFD 3128 0 //////////////////// 4.c.
d. Loans and leases, net of unearned income, ////////////////////
allowance, and reserve (item 4.a minus 4.b and 4.c).................................... 2125 7,834,389 4.d.
5. Assets held in trading accounts........................................................... 2146 0 5.
6. Premises and fixed assets (including capitalized leases).................................. 2145 168,724 6.
7. Other real estate owned (from Schedule RC-M).............................................. 2150 27,827 7.
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule ////////////////////
RC-M)..................................................................................... 2130 0 8.
9. Customers' liability to this bank on acceptances outstanding.............................. 2155 30,676 9.
10. Intangible assets (from Schedule RC-M).................................................... 2143 73,719 10.
11. Other assets (from Schedule RC-F)......................................................... 2160 582,139 11.
</TABLE>

- ---------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.

<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/93 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET PageRC-2
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|

</TABLE>

Schedule RC--Continued

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------- ---------- ------------
<S> <C> <C>
LIABILITIES ///////////////////////
13. Deposits: ///////////////////////
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, ///////////////////////
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule ///////////////////////
14. Federal funds purchased and securities sold under agreements to repurchase in ///////////////////////
domestic offices of the bank and of its Edge and Agreement subsidiaries, and ///////////////////////
in IBFs: ///////////////////////
a. Federal funds purchased.......................................................... RCFD 0278 862,958 14.a.
15. Demand notes issued to the U.S. Treasury............................................ RCON 2840 399,965 15.
16. Other borrowed money................................................................ RCFD 2850 42,298 16.
17. Mortgage indebtedness and obligations under capitalized leases...................... RCFD 2910 9,973 17.
18. Bank's liability on acceptances executed and outstanding............................ RCFD 2920 30,676 18.
19. Subordinated notes and debentures................................................... RCFD 3200 0 19.
20. Other liabilities (from Schedule RC-G).............................................. RCFD 2930 79,292 20.
21. Total liabilities (sum of items 13 through 20)...................................... RCFD 2948 13,376,483 21.
22. Limited-life preferred stock and related surplus.................................... RCFD 3282 0 22.
EQUITY CAPITAL ///////////////////////
23. Perpetual preferred stock and related surplus....................................... RCFD 3838 0 23.
24. Common stock........................................................................ RCFD 3230 19,489 24.
25. Surplus (exclude all surplus related to preferred stock)............................ RCFD 3839 849,190 25.
26. a. Undivided profits and capital reserves........................................... RCFD 3632 261,575 26.a.
b. LESS: Net unrealized loss on marketable equity securities........................ RCFD 0297 (1,372) 26.b.
27. Cumulative foreign currency translation adjustments................................. RCFD 3284 0 27.
28. Total equity capital (sum of items 23 through 27)................................... RCFD 3210 1,131,626 28.
29. Total liabilities, limited-life preferred stock, and equity capital (sum of ///////////////////////
items 21, 22, and 28)............................................................... RCFD 3300 14,508,109 29.

Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best Number
describes the most comprehensive level of auditing work performed for the bank ----------
by independent external auditors as of any date during 1992......................... RCFD 6724 N/A M.1.
</TABLE>

1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
(but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors (may
be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work

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

(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.

<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/93 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET PageRC-3
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|

</TABLE>

Schedule RC-A--Cash and Balances Due From Depository Institutions

Exclude assets held in trading accounts.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------- ---- ------------ ---- ------------
<S> <C> <C> <C>
and coin............................................................. 0022 704,656 /////////////////// 1.
a. Cash items in process of collection and unposted debits........... /////////////////// 0020 551,342 1.a.
b. Currency and coin................................................. /////////////////// 0080 153,314 1.b.
2. Balances due from depository institutions in the U.S................. /////////////////// 0082 91,824 2.
a. U.S. branches and agencies of foreign banks (including their /////////////////// ///////////////////
b. Other commercial banks in the U.S. and other depository /////////////////// ///////////////////
3. Balances due from banks in foreign countries and foreign central /////////////////// ///////////////////
banks................................................................ /////////////////// 0070 4,942 3.
a. Foreign branches of other U.S. banks.............................. 0073 120 /////////////////// 3.a.
b. Other banks in foreign countries and foreign central banks........ 0074 4,822 /////////////////// 3.b.
4. Balances due from Federal Reserve Banks.............................. 0090 133,140 0090 133,140 4.
5. Total (sum of items 1 through 4) (total of column A must equal /////////////////// ///////////////////
Schedule RC, item 1)................................................. 0010 934,562 0010 934,562 5.
</TABLE>

<TABLE>
<CAPTION>
Memorandum Dollar Amounts in Thousands RCON BilMil Thou
- -------------------------------------------------------------------------------------------------- ---- ------------
<S> <C> <C>
1. Noninterest-bearing balances due from commercial banks in the U.S. (included in item 2, ///////////////////
column B above).............................................................................. 0050 91,824 M.1.
</TABLE>

<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/93 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET PageRC-4
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
</TABLE>

Schedule RC-B--Securities
Exclude assets held in trading accounts.

<TABLE>
<CAPTION>
- ----------------------------------------------- ---- ------------ ---- ------------ ---- ------------
<S> <C> <C> <C> <C>
1. U.S. Treasury securities.................... 0400 2,119,457 0401 2,113,304 0400 2,119,457 1.
2. U.S. Government agency and corporation /////////////////// /////////////////// ///////////////////
obligations: /////////////////// /////////////////// ///////////////////
a. All holdings of U.S. Government-issued or /////////////////// /////////////////// ///////////////////
-guaranteed certificates of participation /////////////////// /////////////////// ///////////////////
in pools of residential mortgages: /////////////////// /////////////////// ///////////////////
(1) Issued by FNMA and FHLMC............. 3760 1,692,402 3761 1,721,515 3760 1,692,402 2.a.(1)
(2) Guaranteed by GNMA (exclude FNMA /////////////////// /////////////////// ///////////////////
b. All other................................ 0604 0 0605 0 /////////////////// 2.b.
(1) Collateralized mortgage obligations /////////////////// /////////////////// ///////////////////
(2) All other U.S. Government-sponsored /////////////////// /////////////////// ///////////////////
(3) All other U.S. Government agency /////////////////// /////////////////// ///////////////////
3. Securities issued by states and political /////////////////// /////////////////// ///////////////////
subdivisions in the U.S..................... 0402 154 0403 154 /////////////////// 3.
a. General obligations...................... /////////////////// /////////////////// 3767 154 3.a.
b. Revenue obligations...................... /////////////////// /////////////////// 3768 0 3.b.
c. Industrial development and similar /////////////////// /////////////////// ///////////////////
obligations.............................. /////////////////// /////////////////// 3769 0 3.c.
4. Other domestic debt securities: /////////////////// /////////////////// ///////////////////
nongovernment-issued or -guaranteed) /////////////////// /////////////////// ///////////////////
certificates of participation in pools of /////////////////// /////////////////// ///////////////////
residential mortgages.................... 0408 21,652 0409 19,586 0408 21,652 4.a.
b. All other domestic debt securities: /////////////////// /////////////////// ///////////////////
(1) Privately-issued collateralized /////////////////// /////////////////// ///////////////////
(2) All other............................ 5363 743,868 5364 760,807 5363 743,868 4.b.(2)
5. Foreign debt securities..................... 3635 3,250 3636 3,264 3635 3,250 5.
6. Equity securities: /////////////////// /////////////////// ///////////////////
a. Marketable equity securities: /////////////////// /////////////////// ///////////////////
(1) Investments in mutual funds.......... 3637 0 3638 0 3637 0 6.a.(1)
(2) Other marketable equity securities... 3639 0 3640 0 3639 0 6.a.(2)
(3) LESS: Net unrealized loss on /////////////////// /////////////////// ///////////////////
b. Other equity securities (includes /////////////////// /////////////////// ///////////////////
Federal Reserve stock)................... 3642 25,076 3643 25,076 3642 25,076 6.b.
7. Total (sum of items 1 through 6) (total of /////////////////// /////////////////// ///////////////////
column A must equal Schedule RC, item 2).... 0390 4,856,073 0391 4,892,719 0390 4,856,073 7.
</TABLE>
- ---------------

(1) See discussion in Glossary entry for "market value of securities."
(2) Includes obligations (other than certificates of participation in pools of
residential mortgages, CMOs, and REMICs) issued by the Farm Credit System,
the Federal Home Loan Bank System, the Federal Home Loan Mortgage
Corporation, the Federal National Mortgage Association, the Financing
Corporation, Resolution Funding Corporation, the Student Loan Marketing
Association, and the Tennessee Valley Authority.
(3) Includes Small Business Administration "Guaranteed Loan Pool Certificates,"
U.S. Maritime Administration obligations, and Export-Import Bank
participation certificates.

<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/93 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET PageRC-5
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|
</TABLE>

Schedule RC-B--Continued

<TABLE>
<CAPTION>
Memoranda -------------------
- ------------------------------------------------------------------------------------------------ ---- ------------
<S> <C> <C>
1. Pledged securities........................................................................... 0416 4,164,182 M.1.
2. Maturity and repricing data for debt securities(1),(2) (excluding those in nonaccrual status): ///////////////////
a. Fixed rate debt securities with a remaining maturity of: ///////////////////
(1) Three months or less.................................................................. 0343 26,955 M.2.a.(1)
(2) Over three months through 12 months................................................... 0344 14,639 M.2.a.(2)
(3) Over one year through five years...................................................... 0345 1,554,785 M.2.a.(3)
(4) Over five years....................................................................... 0346 3,072,364 M.2.a.(4)
(5) Total fixed rate debt securities (sum of Memorandum items 2.a.(1) through 2.a.(4)).... 0347 4,668,743 M.2.a.(5)
b. Floating rate debt securities with a repricing frequency of: ///////////////////
(1) Quarterly or more frequently.......................................................... 4544 66,193 M.2.b.(1)
(2) Annually or more frequently, but less frequently than quarterly....................... 4545 96,061 M.2.b.(2)
(3) Every five years or more frequently, but less frequently than annually................ 4551 0 M.2.b.(3)
(4) Less frequently than every five years................................................. 4552 0 M.2.b.(4)
(5) Total floating rate debt securities (sum of Memorandum items 2.b.(1) through 2.b.(4)). 4553 162,254 M.2.b.(5)
c. Total debt securities (sum of Memorandum items 2.a.(5) through 2.b.(5)) (must equal total ///////////////////
debt securities from Schedule RC-B, sum of items 1 through 5, column A, minus ///////////////////
nonaccrual debt securities included in Schedule RC-N, item 9, column C)................... 0393 4,830,997 M.2.c.
3. Taxable securities issued by states and political subdivisions in the U.S. (included in ///////////////////
4. Debt securities restructured and in compliance with modified terms (included in ///////////////////
Schedule RC-B, items 3 through 5, column A, above)........................................... 5365 0 M.4.
5. Debt securities held for sale (included in Schedule RC-B, items 1 through 5, column A, ///////////////////
above)....................................................................................... 5366 1,452,531 M.5.
6. Floating rate debt securities with a remaining maturity of one year or less (included in ///////////////////
Memorandum item 2.b.(5) above)............................................................... 5519 1,750 M.6.
</TABLE>

- ---------------
(1) Exclude equity securities, e.g., investments in mutual funds, Federal
Reserve stock, common stock, and preferred stock.
(2) Memorandum item 2 is not applicable to savings banks that must complete
supplemental Schedule RC-J.

<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/93 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET PageRC-6
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|

</TABLE>

Schedule RC-C--Loans and Lease Financing Receivables

Part I. Loans and Leases

Do not deduct the allowance for loan and lease losses from amounts
reported on this schedule. Report total loans and leases, net of unearned
income. Exclude assets held in trading accounts.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------- ----- ------------ ----- ------------
<S> <C> <C> <C>
1. Loans secured by real estate................................... 1410 4,273,021 /////////////////// 1.
a. Construction and land development........................... /////////////////// 1415 87,386 1.a.
b. Secured by farmland (including farm residential and other /////////////////// ///////////////////
improvements)............................................... /////////////////// 1420 1,571 1.b.
c. Secured by 1-4 family residential properties: /////////////////// ///////////////////
(1) Revolving, open-end loans secured by 1-4 family /////////////////// ///////////////////
(2) All other loans secured by 1-4 family residential /////////////////// ///////////////////
d. Secured by multifamily (5 or more) residential properties... /////////////////// 1460 88,115 1.d.
e. Secured by nonfarm nonresidential properties................ /////////////////// 1480 1,093,769 1.e.
2. Loans to depository institutions: /////////////////// ///////////////////
a. To commercial banks in the U.S.............................. /////////////////// 1505 6,582 2.a.
(1) To U.S. branches and agencies of foreign banks.......... 1506 0 /////////////////// 2.a.(1)
(2) To other commercial banks in the U.S.................... 1507 6,582 /////////////////// 2.a.(2)
b. To other depository institutions in the U.S................. 1517 0 1517 0 2.b.
c. To banks in foreign countries............................... /////////////////// 1510 0 2.c.
(1) To foreign branches of other U.S. banks................. 1513 0 /////////////////// 2.c.(1)
(2) To other banks in foreign countries..................... 1516 0 /////////////////// 2.c.(2)
3. Loans to finance agricultural production and other loans to /////////////////// ///////////////////
farmers........................................................ 1590 1,606 1590 1,606 3.
4. Commercial and industrial loans: /////////////////// ///////////////////
a. To U.S. addressees (domicile)............................... 1763 2,593,798 1763 2,593,798 4.a.
b. To non-U.S. addressees (domicile)........................... 1764 0 1764 0 4.b.
5. Acceptances of other banks: /////////////////// ///////////////////
a. Of U.S. banks............................................... 1756 228 1756 228 5.a.
b. Of foreign banks............................................ 1757 0 1757 0 5.b.
6. Loans to individuals for household, family, and other personal /////////////////// ///////////////////
expenditures (i.e., consumer loans) (includes purchased /////////////////// ///////////////////
paper)......................................................... /////////////////// 1975 370,720 6.
a. Credit cards and related plans (includes check credit and /////////////////// ///////////////////
other revolving credit plans).................................. 2008 28,083 /////////////////// 6.a.
b. Other (includes single payment, installment, and all student /////////////////// ///////////////////
loans)......................................................... 2011 342,637 /////////////////// 6.b.
7. Loans to foreign governments and official institutions /////////////////// ///////////////////
8. Obligations (other than securities and leases) of states and /////////////////// ///////////////////
political subdivisions in the U.S. (includes nonrated industrial /////////////////// ///////////////////
development obligations): /////////////////// ///////////////////
a. Taxable obligations......................................... 2033 290 2033 290 8.a.
b. Tax-exempt obligations...................................... 2079 55,452 2079 55,452 8.b.
9. Other loans.................................................... 1563 885,160 /////////////////// 9.
a. Loans for purchasing or carrying securities (secured and /////////////////// ///////////////////
unsecured).................................................. /////////////////// 1545 366,513 9.a.
b. All other loans (exclude consumer loans).................... /////////////////// 1564 518,647 9.b.
10. Lease financing receivables (net of unearned income)........... /////////////////// 2165 1,970 10.
a. Of U.S. addressees (domicile)............................... 2182 1,970 /////////////////// 10.a.
b. Of non-U.S. addressees (domicile)........................... 2183 0 /////////////////// 10.b.
11. LESS: Any unearned income on loans reflected in items 1-9 /////////////////// ///////////////////
above.......................................................... 2123 3,538 2123 3,538 11.
12. Total loans and leases, net of unearned income (sum of items 1 /////////////////// ///////////////////
through 10 minus item 11) (total of column A must equal /////////////////// ///////////////////
Schedule RC, item 4.a)......................................... 2122 8,185,289 2122 8,185,289 12.
</TABLE>

<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/310/93 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET PageRC-7
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|

</TABLE>

Schedule RC-CA--Continued

Part I. Continued

<TABLE>
<CAPTION>
Memoranda --------------------------------------------
- -------------------------------------------------------------------------- ---- ------------ ----- ------------
<S> <C> <C>
1. Commercial paper included in Schedule RC-C, part I, above.............. 1496 0 M.1.
2. Loans and leases restructured and in compliance with modified terms ///////////////////
(included in Schedule RC-C, part I, above): ///////////////////
a. Loans secured by real estate: ///////////////////
(1) To U.S. addressees (domicile).................................... 1687 33,291 M.2.a.(1)
(2) To non-U.S. addressees (domicile)................................ 1689 0 M.2.a.(2)
b. Loans to finance agricultural production and other loans to farmers.. 1613 0 M.2.b.
c. Commercial and industrial loans: ///////////////////
(1) To U.S. addressees (domicile).................................... 1758 7,479 M.2.c.(1)
(2) To non-U.S. addressees (domicile)................................ 1759 0 M.2.c.(2)
d. All other loans (exclude loans to individuals for household, ///////////////////
family, and other personal expenditures)............................. 1615 0 M.2.d.
e. Lease financing receivables: ///////////////////
(1) Of U.S. addressees (domicile).................................... 1789 0 M.2.e.(1)
(2) Of non-U.S. addressees (domicile)................................ 1790 0 M.2.e.(2)
f. Total (sum of Memorandum items 2.a through 2.e)...................... 1616 40,770 M.2.f.
3. Maturity and repricing data for loans and leases(1) (excluding those ///////////////////
in nonaccrual status): ///////////////////
a. Fixed rate loans and leases with a remaining maturity of: ///////////////////
(1) Three months or less............................................. 0348 492,955 M.3.a.(1)
(2) Over three months through 12 months.............................. 0349 59,706 M.3.a.(2)
(3) Over one year through five years................................. 0356 685,285 M.3.a.(3)
(4) Over five years.................................................. 0357 1,699,047 M.3.a.(4)
(5) Total fixed rate loans and leases (sum of ///////////////////
b. Floating rate loans with a repricing frequency of: ///////////////////
(1) Quarterly or more frequently..................................... 4554 4,661,203 M.3.b.(1)
(2) Annually or more frequently, but less frequently than
(3) Every five years or more frequently, but less frequently than ///////////////////
(4) Less frequently than every five years............................ 4564 0 M.3.b.(4)
(5) Total floating rate loans (sum of Memorandum items 3.b.(1) ///////////////////
c. Total loans and leases (sum of Memorandum items 3.a.(5) and 3.b.(5)) ///////////////////
(must equal the sum of total loans and leases, net, from ///////////////////
Schedule RC-C, part I, item 12, plus unearned income from ///////////////////
Schedule RC-C, part I, item 11, minus total nonaccrual loans and ///////////////////
leases from Schedule RC-N, sum of items 1 through 8, column C)....... 1479 8,008,097 M.3.c.
4. Loans to finance commercial real estate, construction, and land ///////////////////
development activities (not secured by real estate) included in ///////////////////
Schedule RC-C, part I, items 4 and 9, column A, page RC-6(2)............ 2746 44,662 M.4.
5. Loans and leases held for sale (included in Schedule RC-C, part I, ///////////////////
above).................................................................. 5369 415,812 M.5.
6. Adjustable rate closed-end loans secured by first liens on 1-4 family ///////////////////
residential properties (included in Schedule RC-C, part I, item /////////////////// RCON Bil MilThou
</TABLE>

- ---------------
(1) Memorandum item 3 is not applicable to savings banks that must complete
supplemental Schedule RC-J.
(2) Exclude loans secured by real estate that are included in Schedule RC-C,
part I, item 1, column A.

<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/93 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET PageRC-8
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|

</TABLE>

Schedule RC-D is to be completed only by banks with $1 billion or more in total
assets.

Schedule RC-D--Assets Held in Trading Accounts in Domestic Offices Only

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------- ---- -------------
<S> <C> <C><C>
1. U.S. Treasury securities........................................................................ 1010 0 1.
2. U.S. Government agency and corporation obligations.............................................. 1020 0 2.
3. Securities issued by states and political subdivisions in the U.S. ............................. 1025 0 3.
4. Other bonds, notes, and debentures.............................................................. 1045 0 4.
5. Certificates of deposit......................................................................... 1026 0 5.
6. Commercial paper................................................................................ 1027 0 6.
8. Other........................................................................................... 1029 0 8.
9. Total (sum of items 1 through 8)................................................................ 2146 0 9.
</TABLE>

<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/93 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET PageRC-9
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|

</TABLE>

Schedule RC-E--Deposit Liabilities
Part I. Deposits in Domestic Offices

<TABLE>
<CAPTION>
- ------------------------------------------------- ---- ------------ ---- ------------ ---- ------------
<S> <C> <C> <C> <C>
Deposits of: ////////////////// ////////////////// //////////////////
1. Individuals, partnerships, and ////////////////// ////////////////// //////////////////
corporations................................ 2201 3,301,136 2240 2,307,810 2346 4,046,255 1.
2. U.S. Government............................. 2202 41,263 2280 41,263 2520 0 2.
3. States and political subdivisions in the ////////////////// ////////////////// //////////////////
4. Commercial banks in the U.S................. 2206 225,125 2310 225,125 ////////////////// 4.
a. U.S. branches and agencies of foreign ////////////////// ////////////////// //////////////////
banks....................................... ////////////////// ////////////////// 2347 0 4.a.
b. Other commercial banks in the U.S........ ////////////////// ////////////////// 2348 1,500 4.b.
5. Other depository institutions in the U.S.... 2207 89,142 2312 89,142 2349 0 5.
6. Banks in foreign countries.................. 2213 1,430 2320 1,430 ////////////////// 6.
a. Foreign branches of other U.S. banks..... ////////////////// ////////////////// 2367 0 6.a.
b. Other banks in foreign countries......... ////////////////// ////////////////// 2373 0 6.b.
7. Foreign governments and official ////////////////// ////////////////// //////////////////
institutions ////////////////// ////////////////// //////////////////
(including foreign central banks)........... 2216 468 2300 468 2377 0 7.
8. Certified and official checks............... 2330 48,972 2330 48,972 ////////////////// 8.
9. Total (sum of items 1 through 8) (sum of ////////////////// ////////////////// //////////////////
columns A and C must equal Schedule RC, ////////////////// ////////////////// //////////////////
item 13.a).................................. 2215 3,900,647 2210 2,878,991 2385 4,233,717 9.
</TABLE>

<TABLE>
<CAPTION>
Memoranda Dollar Amounts in Thousands RCON Bil MilThou
- ---------------------------------------------------------------------------------------------- ---- ------------
<S> <C> <C>
1. Selected components of total deposits (i.e., sum of item 9, colums A and C): //////////////////
a. Total Individual Retirement Accounts (IRA) and Keogh Plan accounts.................... 6835 804,140 M.1.a.
b. Total brokered deposits............................................................... 2365 41,218 M.1.b.
c. Fully insured brokered deposits (included in Memorandum item 1.b above): //////////////////
d. Total deposits denominated in foreign currencies...................................... 3776 0 M.1.d
e. Preferred deposits (deposits of states and political subdivisions in the U.S. reported //////////////////
in item 3 above which are secured or collateralized)..................................... 5590 379,072 M.1.e.
2. Components of total nontransaction accounts (sum of Memoranda items 2.a through 2.d must //////////////////
equal item 9, column C above): //////////////////
b. Total time deposits of less than $100,000............................................. 6648 1,395,922 M.2.b.
c. Time certificates of deposit of $100,000 or more...................................... 6645 331,244 M.2.c.
d. Open-account time deposits of $100,000 or more........................................ 6646 0 M.2.d.
3. All NOW accounts (included in column A above)............................................ 2398 1,021,654 M.3.
</TABLE>

<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/93 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET PageRC-10
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|

</TABLE>

Schedule RC-E--Continued

Part I. Continued
Memoranda (continued)

<TABLE>
<CAPTION>
Deposit Totals for FDIC Insurance Assessments(1)
- --------------------------------------------------------------------------------------------- ----- ------------
<S> <C> <C>
4. Total deposits in domestic offices (sum of item 9, column A and item 9, column C) ///////////////////
(must equal Schedule RC, item 13.a)..................................................... 2200 8,134,364 M.4.
a. Total demand deposits (must equal item 9, column B).................................. 2210 2,878,991 M.4.a.
b. Total time and savings deposits(2) (must equal item 9, column A plus item 9, column C ///////////////////

</TABLE>
(1) An amended Certified Statement should be submitted to the FDIC if the
deposit totals reported in this item are amended after the semiannual
Certified Statement originally covering this report date has been filed
with the FDIC.
(2) For FDIC insurance assessment purposes, "total time and savings deposits"
consists of nontransaction accounts and all transaction accounts other
than demand deposits.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------- ----- ------------
<S> <C> <C>
5. Time deposits of less than $100,000 and open-account time deposits of $100,000 or more ///////////////////
(included in Memorandum items 2.b and 2.d above) with a remaining maturity or repricing ///////////////////
frequency of:(1) ///////////////////
a. Three months or less................................................................. 0359 600,696 M.5.a.
b. Over three months through 12 months (but not over 12 months)......................... 3644 371,860 M.5.b.
6. Maturity and repricing data for time certificates or deposit of $100,000 or more:(1) ///////////////////
a. Fixed rate certificates of deposit of $100,000 or more with a remaining maturity of: ///////////////////
b. Floating rate time certificates of deposit of $100,000 or more with a repricing ///////////////////
c. Total time certificates of deposit of $100,000 or more (sum of Memorandum items ///////////////////
</TABLE>
- ---------------
(1) Memorandum items 5 and 6 are not applicable to savings banks that must
complete supplemental Schedule RC-J.

<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/93 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET PageRC-11
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|

</TABLE>

Schedule RC-E--Continued

Part II. Deposits in Foreign Offices (including Edge and Agreement subsidiaries
and IBFs)

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------- --------------------
<S> <C> <C>
Deposits of: //////////////////
1. Individuals, partnerships, and corporations.................................................. 2621 280,241 1.
2. U.S. banks (including IBFs and foreign branches of U.S. banks)............................... 2623 0 2.
3. Foreign banks (including U.S. branches and //////////////////
agencies of foreign banks, including their IBFs)............................................. 2625 0 3.
4. Foreign governments and official institutions (including foreign central banks).............. 2650 0 4.
5. Certified and official checks................................................................ 2330 0 5.
6. All other deposits........................................................................... 2668 0 6.
7. Total (sum of items 1 through 6) (must equal Schedule RC, item 13.b)......................... 2200 280,241 7.
</TABLE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------- ---------- ------------
<S> <C> <C>
1. Income earned, not collected on loans................................................... RCFD 2164 29,444 1.
2. Net deferred tax assets(1).............................................................. RCFD 2148 112,308 2.
3. Excess residential mortgage servicing fees receivable................................... RCFD 5371 0 3.
4. Other (itemize amounts that exceed 25% of this item).................................... RCFD 2168 440,387 4.
a. TEXT 3549 RCFD 3549 /////////////////////// 4.a.
b. TEXT 3550 RCFD 3550 /////////////////////// 4.b.
c. TEXT 3551 RCFD 3551 /////////////////////// 4.c.
5. Total (sum of items 1 through 4) (must equal Schedule RC, item 11)...................... RCFD 2160 582,139 5.
</TABLE>

Memorandum

- --------------------------------------------------------------------------------------------- ---------- ------------
<S> <C> <C> <C>
1. Deferred tax assets disallowed for regulatory capital purposes.......................... RCFD 5610 0 M.1.
</TABLE>

Schedule RC-G--Other Liabilities

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------- --------- ------------
<S> <C> <C> <C>
1. a. Interest accrued and unpaid on deposits in domestic offices(2)....................... RCON 3645 8,133 1.a.
b. Other expenses accrued and unpaid (includes accrued income taxes payable)............ RCFD3646 50,085 1.b.
2. Net deferred tax liabilities(1)......................................................... RCFD 3049 0 2.
3. Minority interest in consolidated subsidiaries.......................................... RCFD 3000 0 3.
4. Other (itemize amounts that exceed 25% of this item).................................... RCFD 2938 21,074 4.
a. TEXT 3552 RCFD 3552 ////////////////////// 4.a.
b. TEXT 3553 RCFD 3553 ////////////////////// 4.b.
c. TEXT 3554 RCFD 3554 ////////////////////// 4.c.
5. Total (sum of items 1 through 4) (must equal Schedule RC, item 20)...................... RCFD 2930 79,292 5.
</TABLE>

- ---------------
(1) See discussion of deferred income taxes in Glossary entry on "income taxes."
(2) For savings banks, include "dividends" accrued and unpaid on deposits.

<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/93 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET PageRC-12
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|

</TABLE>

Schedule RC-H--Selected Balance Sheet Items for Domestic Offices

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------- ---- -------------
<S> <C> <C>
Customers' liability to this bank on acceptances outstanding................................... 2155 30,676 1.
Bank's liability on acceptances executed and outstanding....................................... 2920 30,676 2.
Federal funds sold and securities purchased under agreements to resell......................... 1350 0 3.
Federal funds purchased and securities sold under agreements to repurchase..................... 2800 4,399,674 4.
Other borrowed money........................................................................... 2850 42,298 5.
EITHER /////////////////
Net due from own foreign offices, Edge and Agreement subsidiaries, and IBFs.................... 2163 N/A 6.
OR /////////////////
Net due to own foreign offices, Edge and Agreement subsidiaries, and IBFs...................... 2941 280,241 7.
Total assets (excludes net due from foreign offices, Edge and Agreement subsidiaries, and //////////////////
IBFs).......................................................................................... 2192 14,508,109 8.
Total liabilities (excludes net due to foreign offices, Edge and Agreement subsidiaries, and //////////////////
IBFs).......................................................................................... 3129 13,096,240 9.
</TABLE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------- ---- -------------
<S> <C> <C>
EITHER //////////////////
Net due from the IBF of the domestic offices of the reporting bank............................ 3051 N/A M.1.
OR //////////////////
Net due to the IBF of the domestic offices of the reporting bank.............................. 3059 N/A M.2.
</TABLE>

Schedule RC-I--Selected Assets and Liabilities of IBFs

To be completed only by banks with IBFs and other "foreign" offices.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------- ---- ------------
<S> <C> <C>
2. Total IBF loans and lease financing receivables (component of Schedule RC-C, part I, item 12, //////////////////
column A)...................................................................................... 2076 N/A 2.
3. IBF commercial and industrial loans (component of Schedule RC-C, part I, item 4, column A)..... 2077 N/A 3.
4. Total IBF liabilities (component of Schedule RC, item 21)...................................... 2898 N/A 4.
5. IBF deposit liabilities due to banks, including other IBFs (component of Schedule RC-E, //////////////////
part II, items 2 and 3)........................................................................ 2379 N/A 5.
6. Other IBF deposit liabilities (component of Schedule RC-E, part II, items 1, 4, 5, and 6)...... 2381 N/A 6.
</TABLE>

<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/93 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET PageRC-13
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|

</TABLE>

Schedule RC-K--Quarterly Averages(1)

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------- ------------------------
<S> <C> <C>
ASSETS ///////////////////////
1. Interest-bearing balances due from depository institutions.......................... RCFD 3381 0 1.
2. U.S. Treasury securities and U.S. Government agency and corporation obligations..... RCFD 3382 4,055,350 2.
3. Securities issued by states and political subdivisions in the U.S. ................. RCFD 3383 143 3.
4. a. Other debt securities............................................................ RCFD 3647 843,208 4.a.
b. Equity securities (includes investments in mutual funds and Federal Reserve stock) RCFD 3648 23,863 4.b.
offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs......... RCFD 3365 96,431 5.
6. Loans: ///////////////////////
a. Loans in domestic offices: ///////////////////////
(1) Total Loans.................................................................. RCON 3360 7,629,112 6.a.(1)
(2) Loans secured by real estate................................................. RCON 3385 4,179,034 6.a.(2)
(3) Loans to finance agricultural production and other loans to farmers.......... RCON 3386 2,030 6.a.(3)
(4) Commercial and industrial loans.............................................. RCON 3387 2,408,262 6.a.(4)
(5) Loans to individuals for household, family, and other personal expenditures.. RCON 3388 361,790 6.a.(5)
(6) Obligations (other than securities and leases) of states and political ///////////////////////
b. Total loans in foreign offices, Edge and Agreement subsidiaries, and IBFs........ RCFN 3360 0 6.b.
7. Assets held in trading accounts..................................................... RCFD 3401 0 7.
8. Lease financing receivables (net of unearned income)................................ RCFD 3484 31 8.
9. Total assets........................................................................ RCFD 3368 13,861,620 9.
LIABILITIES ///////////////////////
10. Interest-bearing transaction accounts in domestic offices (NOW accounts, ATS accounts, ///////////////////////
and telephone and preauthorized transfer accounts) (exclude demand deposits)........ RCON 3485 962,566 10.
11. Nontransaction accounts in domestic offices: ///////////////////////
a. Money market deposit accounts (MMDAs)............................................ RCON 3486 555,279 11.a.
b. Other savings deposits........................................................... RCON 3487 2,000,011 11.b.
c. Time certificates of deposit of $100,000 or more................................. RCON 3345 419,052 11.c.
d. All other time deposits.......................................................... RCON 3469 1,419,599 11.d.
12. Interest-bearing deposits in foreign offices, Edge and Agreement subsidiaries, and
IBFs................................................................................ RCFN 3404 192,571 12.
13. Federal funds purchased and securities sold under agreements to repurchase in domestic ///////////////////////
offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs......... RCFD 3353 4,403,315 13.
14. Other borrowed money................................................................ RCFD 3355 35,894 14.
</TABLE>

- ---------------
(1) For all items, banks have the option of reporting either (1) an average of
daily figures for the quarter, or (2) an average of weekly figures (i.e.,

<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/93 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET PageRC-14
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|

</TABLE>

Schedule RC-L--Off-Balance Sheet Items

Please read carefully the instructions for the preparation of Schedule RC-L.
Some of the amounts reported in Schedule RC-L are regarded as volume indicators
and not necessarily as measures of risk.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------- ---- ------------
<S> <C> <C>
1. Unused commitments: //////////////////
a. Revolving, open-end lines secured by 1-4 family residential properties, e.g., home //////////////////
equity lines.......................................................................... 3814 402,071 1.a.
b. Credit card lines..................................................................... 3815 0 1.b.
c. Commercial real estate, construction, and land development: //////////////////
(1) Commitments to fund loans secured by real estate.................................. 3816 32,122 1.c.(1)
(2) Commitments to fund loans not secured by real estate.............................. 6550 20,669 1.c.(2)
d. Securities underwriting............................................................... 3817 0 1.d.
e. Other unused commitments.............................................................. 3818 3,907,464 1.e.
2. Financial standby letters of credit and foreign office guarantees........................ 3819 661,791 2.
a. Amount of financial standby letters of credit conveyed to others... RCFD 3820 1,940 ////////////////// 2.a.
3. Performance standby letters of credit and foreign office guarantees...................... 3821 49,122 3.
a. Amount of performance standby letters of credit conveyed to //////////////////
others............................................................ RCFD 3822 0 ////////////////// 3.a.
5. Participations in acceptances (as described in the instructions) conveyed to others by //////////////////
the reporting bank....................................................................... 3428 0 5.
6. Participations in acceptances (as described in the instructions) //////////////////
acquired by the reporting (nonaccepting) bank............................................ 3429 0 6.
7. Securities borrowed...................................................................... 3432 0 7.
8. Securities lent (including customers' securities lent where the customer is indemnified //////////////////
against loss by the reporting bank)...................................................... 3433 0 8.
9. Mortgages transferred (i.e., sold or swapped) with recourse that have been treated as //////////////////
sold for Call Report purposes: //////////////////
a. FNMA and FHLMC residential mortgage loan pools: //////////////////
(1) Outstanding principal balance of mortgages transferred as of the report date...... 3650 163,670 9.a.(1)
(2) Amount of recourse exposure on these mortgages as of the report date.............. 3651 163,670 9.a.(2)
b. Private (nongovernment-issued or -guaranteed) residential mortgage //////////////////
loan pools: //////////////////
(1) Outstanding principal balance of mortgages transferred as of the report date...... 3652 0 9.b.(1)
(2) Amount of recourse exposure on these mortgages as of the report date.............. 3653 0 9.b.(2)
c. Farmer Mac agricultural mortgage loan pools: //////////////////
(1) Outstanding principal balance of mortgages transferred as of the report date...... 3654 0 9.c.(1)
(2) Amount of recourse exposure on these mortgages as of the report date.............. 3655 0 9.c.(2)
10. When-issued securities: //////////////////
a. Gross commitments to purchase......................................................... 3434 0 10.a.
b. Gross commitments to sell............................................................. 3435 0 10.b.
11. Interest rate contracts (exclude when-issued securities): //////////////////
a. Notional value of interest rate swaps................................................. 3450 2,059,000 11.a.
b. Futures and forward contracts......................................................... 3823 1,689,000 11.b.
c. Option contracts (e.g., options on Treasuries): //////////////////
(1) Written option contracts.......................................................... 3824 1,329,250 11.c.(1)
(2) Purchased option contracts........................................................ 3825 1,729,250 11.c.(2)
12. Foreign exchange rate contracts: //////////////////
a. Notional value of exchange swaps (e.g., cross-currency swaps)......................... 3826 0 12.a.
b. Commitments to purchase foreign currencies and U.S. dollar exchange (spot, forward, //////////////////
and futures).......................................................................... 3415 6,418,533 12.b.
c. Option contracts (e.g., options on foreign currency): //////////////////
(1) Written option contracts.......................................................... 3827 0 12.c.(1)
</TABLE>

<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/93 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET PageRC-15
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|

</TABLE>

Schedule RC-L--Continued

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------- ---- ------------
<S> <C> <C>
13. Contracts on other commodities and equities: //////////////////
a. Notional value of other swaps (e.g., oil swaps).......................................... 3829 0 13.a.
b. Futures and forward contracts (e.g., stock index and commodity--precious metals, //////////////////
wheat, cotton, (livestock--contracts).................................................... 3830 0 13.b.
c. Option contracts (e.g., options on commodities, individual stock and stock indexes): //////////////////
(1) Written option contracts............................................................. 3831 0 13.c.(1)
(2) Purchased option contracts........................................................... 3832 1,687 13.c.(2)
14. All other off-balance sheet liabilities (itemize and describe each component of this item //////////////////
over 25% of Schedule RC, item 28, "Total equity capital")................................... 3430 0 14.
a. TEXT 3555 RCFD 3555 ////////////////// 14.a.
b. TEXT 3556 RCFD 3556 ////////////////// 14.b.
d. TEXT 3558 RCFD 3558 ////////////////// 14.d.
15. All other off-balance sheet assets (itemize and describe each component of this item //////////////////
over 25% of Schedule RC, item 28, "Total equity capital")................................... 5591 0 15.
a. TEXT 5592 RCFD 5592 ////////////////// 15.a.
b. TEXT 5593 RCFD 5593 ////////////////// 15.b.
c. TEXT 5594 RCFD 5594 ////////////////// 15.c.
d. TEXT 5595 RCFD 5595 ////////////////// 15.d.
</TABLE>

Memoranda

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------- ---- ------------
<S> <C> <C>
1. Loans originated by the reporting bank that have been sold or participated to others during //////////////////
the calendar quarter ending with the report date (exclude the portions of such loans //////////////////
retained by the reporting bank; see instructions for other exclusions)...................... 3431 4,842 M.1.
2. Loans purchased by the reporting bank during the calendar quarter ending with the //////////////////
report date (see instructions for exclusions)............................................... 3488 1,341,264 M.2.
3. Unused commitments with an original maturity exceeding one year that are reported in //////////////////
Schedule RC-L, items 1.a through 1.e, above (report only the unused portions of commitments //////////////////
that are fee paid or otherwise legally binding)............................................. 3833 2,277,171 M.3.
a. Participations in commitments with an original maturity //////////////////
exceeding one year conveyed to others........................... RCFD 3834 18,201 ////////////////// M.3.a.
4. To be completed only by banks with $1 billion or more in total assets: //////////////////
Standby letters of credit and foreign office guarantees (both financial and performance) //////////////////
issued to non-U.S. addressees (domicile) included in Schedule RC-L, items 2 and 3, above.... 3377 213,815 M.4.
5. To be completed for the September report only: //////////////////
have been securitized and sold without recourse (with servicing retained), amount //////////////////
outstanding by type of loan: //////////////////
a. Loans to purchase private passenger automobiles.......................................... 2741 N/A M.5.a.
b. Credit cards and related plans........................................................... 2742 N/A M.5.b.
c. All other consumer installment credit (including mobile home loans)...................... 2743 N/A M.5.c.
</TABLE>

<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/93 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET PageRC-16
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|

</TABLE>

Schedule RC-M--Memoranda

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------- ---- ------------
<S> <C> <C>
1. Extensions of credit by the reporting bank to its executive officers, directors, principal ///////////////////
shareholders, and their related interests as of the report date: ///////////////////
a. Aggregate amount of all extensions of credit to all executive officers, directors, ///////////////////
b. Number of executive officers, directors, and principal shareholders to whom the amount ///////////////////
and agencies of foreign banks(1) (included in Schedule RC, items 3.a and 3.b)............. 3405 0 2.
3. Not applicable. ///////////////////
4. Outstanding principal balance of 1-4 family residential mortgage loans serviced for others ///////////////////
(include both retained servicing and purchased servicing): ///////////////////
a. Mortgages serviced under a GNMA contract............................................... 5500 31,012 4.a.
b. Mortgages serviced under a FHLMC contract: ///////////////////
c. Mortgages serviced under a FNMA contract: ///////////////////
d. Mortgages serviced under other servicing contracts..................................... 5505 4,122,566 4.d.
5. To be completed only by banks with $1 billion or more in total assets: ///////////////////
Customers' liability to this bank on acceptances outstanding (sum of items 5.a and 5.b ///////////////////
must equal Schedule RC, item 9): ///////////////////
a. U.S. addresses (domicile).............................................................. 2103 30,676 5.a.
b. Non-U.S. addressees (domicile)......................................................... 2104 0 5.b.
6. Intangible assets: ///////////////////
a. Mortgage servicing rights.............................................................. 3164 18,466 6.a.
b. Other identifiable intangible assets: ///////////////////
c. Goodwill............................................................................... 3163 55,253 6.c.
d. Total (sum of items 6.a through 6.c) (must equal Schedule RC, item 10)................. 2143 73,719 6.d.
e. Intangible assets that have been grandfathered for regulatory capital purposes......... 6442 0 6.e.

7. Does your bank have any mandatory convertible debt that is part of your primary or YES NO
secondary capital?........................................................................ 6167 /// X 7.

If yes, complete items 7.a through 7.e: RCFD Bil Mil Thou
a. Total equity contract notes, gross..................................................... 3290 N/A 7.a.
c. Total equity commitment notes, gross................................................... 3293 N/A 7.c.
d. Common or perpetual preferred stock dedicated to redeem the above notes................ 3294 N/A 7.d.
e. Total (item 7.a minus 7.b plus 7.c minus 7.d).......................................... 3295 N/A 7.e.
</TABLE>

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

(1) Do not report federal funds sold and securities purchased under
agreements to resell with other commercial banks in the U.S. in this item.

<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/93 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET PageRC-17
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|

</TABLE>

Schedule RC-M--Continued

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------- ---------- ------------
<S> <C> <C>
1. a. Other real estate owned: ///////////////////////
(1) Direct and indirect investments in real estate ventures....................... RCFD 5372 0 8.a.(1)
(2) All other real estate owned: ///////////////////////
b. Investments in unconsolidated subsidiaries and associated companies: ///////////////////////
(1) Direct and indirect investments in real estate ventures....................... RCFD 5374 0 8.b.(1)
(2) All other investments in unconsolidated subsidiaries and associated ///////////////////////
(3) Total (sum of items 8.b.(1) and 8.b.(2)) (must equal Schedule RC, item 8)..... RCFD 2130 0 8.b.(3)
c. Total assets of unconsolidated subsidiaries and associated companies.............. RCFD 5376 0 8.c.
2. Noncumulative perpetual preferred stock and related surplus included in Schedule RC, ///////////////////////
item 23, "Perpetual preferred stock and related surplus"............................. RCFD 3778 0 9.
</TABLE>

<TABLE>
<CAPTION>
Memorandum Dollar Amounts in Thousands RCFD Bil MilThou
- -------------------------------------------------------------------------------------------- ---- ------------
<S> <C> <C>
1. Interbank holdings of capital instruments (to be completed for the December report only): //////////////////
a. Reciprocal holdings of banking organizations' capital instruments..................... 3836 0 M.1.a.
b. Nonreciprocal holdings of banking organizations' capital instruments.................. 3837 0 M.1.b.
</TABLE>

<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/93 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET PageRC-18
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|

</TABLE>

Schedule RC-N--Past Due and Nonaccrual Loans, Leases,
and Other Assets

<TABLE>
<CAPTION>
The FFIEC regards the information reported in
column A, and in Memorandum items 2 and 3, ------------------
column A, as confidential. (Column A) (Column B) (Column C)
- ------------------------------------------------- ---- ------------ ---- ------------ ---- ------------
<S> <C> <C> <C> <C>
1. Loans secured by real estate: C ////////////////// //////////////////
a. To U.S. addressees (domicile)............ O 1246 12,507 1247 139,415 1.a.
b. To non-U.S. addressees (domicile)........ N 1249 0 1250 0 1.b.
2. Loans to depository institutions and F ////////////////// //////////////////
acceptances of other banks: I ////////////////// //////////////////
a. To U.S. banks and other U.S. depository D ////////////////// //////////////////
b. To foreign banks......................... N 5381 0 5382 0 2.b.
3. Loans to finance agricultural production and T ////////////////// //////////////////
other loans to farmers...................... I 1597 15 1583 35 3.
4. Commercial and industrial loans: A ////////////////// //////////////////
a. To U.S. addressees (domicile)............ L 1252 2,276 1253 34,686 4.a.
b. To non-U.S. addressees (domicile)........ 1255 0 1256 0 4.b.
5. Loans to individuals for household, family, ////////////////// //////////////////
and other personal expenditures: ////////////////// //////////////////
a. Credit Cards and related plans........... 5384 74 5385 655 5.a.
b. Other (includes single payment, ////////////////// //////////////////
6. Loans to foreign governments and official ////////////////// //////////////////
institutions................................ 5390 0 5391 0 6.
7. All other loans............................. 5460 1,071 5461 3,242 7.
8. Lease financing receivables: ////////////////// //////////////////
a. Of U.S. addressees (domicile)............ 1258 0 1259 0 8.a.
b. Of non-U.S. addressees (domicile)........ 1272 0 1791 0 8.b.
9. Debt securities and other assets (exclude ////////////////// //////////////////
other real estate owned and other ////////////////// //////////////////
repossessed assets)......................... 3506 0 3507 0 9.

</TABLE>
Amounts reported in items 1 through 8 above include guaranteed and
unguaranteed portions of past due and nonaccrual loans and leases. Report in
item 10 below certain guaranteed loans and leases that have already been
included in the amounts reported in items 1 through 8.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
10. Loans and leases reported in items 1 ////////////////// //////////////////
through 8 above which are wholly or ////////////////// //////////////////
partially guaranteed by the ////////////////// //////////////////
U.S. Government............................. CONFIDENTIAL 5613 0 5614 555 10.
a. Guaranteed portion of loans and leases ////////////////// //////////////////

</TABLE>

<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/93 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET PageRC-19
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|

</TABLE>

Schedule RC-N--Continued

<TABLE>
<CAPTION>
Memoranda ------------
- --------------------------------------------- ---- ------------ ---- ------------ ---- ------------
<S> <C> <C> <C>
1. Restructured loans and leases included ////////////////// //////////////////
in Schedule RC-N, items 1 through 8, ////////////////// //////////////////
above................................... C C O N F I D E N T I A L M.1.
2. Loans to finance commercial real estate, O ////////////////// //////////////////
activities (not secured by real estate) F ////////////////// //////////////////
included in Schedule RC-N, items 4 I ////////////////// //////////////////
and 7, above............................ D 6559 0 6560 6,140 M.2.
3. Loans secured by real estate in domestic E RCON Bil Mil Thou RCON Bil MilThou
offices (included in Schedule RC-N, N ---- ------------ ---- ------------
item 1, above): T ////////////////// //////////////////
a. Construction and land development.... I 2769 245 3492 21,517 M.3.a.D
b. Secured by farmland.................. A 3494 747 3495 465 M.3.b.
c. Secured by 1-4 family residential L ////////////////// //////////////////
d. Secured by multifamily (5 or more) ////////////////// //////////////////
e. Secured by nonfarm nonresidential

</TABLE>

Schedule RC-O--Other Data for Deposit Insurance Assessments

An amended Certified Statement should be submitted to the FDIC if the amounts
reported in items 1 through 9 of this schedule are amended after the
semiannual Certified Statement originally covering this report date has been
filed with the FDIC.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------- ---- ------------
<S> <C> <C>
1. Unposted debits (see instructions): //////////////////
a. Actual amount of all unposted debits................................................. 0030 N/A 1.a.
b. Separate amount of unposted debits: //////////////////
2. Unposted credits (see instructions): //////////////////
a. Actual amount of all unposted credits................................................ 3510 N/A 2.a.
b. Separate amount of unposted credits: //////////////////
(1) Actual amount of unposted credits to demand deposits................................ 3512 179,474 2.b.(1)
(2) Actual amount of unposted credits to time and savings deposits(1)................... 3514 0 2.b.(2)
3. Univested trust funds (cash) held in bank's own trust department (not included in total //////////////////
deposits in domestic offices)........................................................... 3520 0 3.
4. Deposits of consolidated subsidiaries in domestic offices and in insured branches in //////////////////
Puerto Rico and U.S. territories and possessions (not included in total deposits): //////////////////
a. Demand deposits of consolidated subsidiaries......................................... 2211 12,198 4.a.
b. Time and savings deposits(1) of consoldiated subsidiaries............................ 2351 0 4.b.
c. Interest accrued and unpaid on deposits of consolidated subsidiaries................. 5514 0 4.c.
5. Deposits in insured branches in Puerto Rico and U.S. territories and possessions: //////////////////
a. Demand deposits in insured branches (included in Schedule RC-E, Part II)............. 2229 0 5.a.
b. Time and savings deposits(1) in insured branches (included in Schedule RC-E, //////////////////
c. Interest accrued and unpaid on deposits in insured branches //////////////////

</TABLE>
- ---------------
(1) For FDIC insurance assessment purposes, "time and savings deposits" consists
of nontransaction accounts and all transaction accounts other than demand
deposits.

<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/93 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET PageRC-20
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|

</TABLE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------- ---- --------------
<S> <C> <C>
Item 6 is not applicable to state nonmember banks that have not been authorized by the //////////////////
Federal Reserve to act as pass-through correspondents. //////////////////
6. Reserve balances actually passed through to the Federal Reserve by the reporting bank on //////////////////
behalf of its respondent depository institutions that are also reflected as deposit //////////////////
liabilities of the reporting bank: //////////////////
a. Amount reflected in demand deposits (included in Schedule RC-E, Part I, //////////////////
b. Amount reflected in time and savings deposits(1) (included in Schedule RC-E, Part I, //////////////////
7. Unamortized premiums and discounts on time and savings deposits:(1) //////////////////
a. Unamortized premiums................................................................. 5516 0 7.a.
b. Unamortized discounts................................................................ 5517 0 7.b.
- -----------------------------------------------------------------------------------------------------------------------------
8. To be completed by banks with "Oakar deposits."
Total "Adjusted Attributable Deposits" of all institutions acquired under Section //////////////////
5(d)(3) of the Federal Deposit Insurance Act (from most recent FDIC Oakar Transaction
Worksheet(s))........................................................................... 5518 N/A 8.
- -----------------------------------------------------------------------------------------------------------------------------
9. Deposits in lifeline accounts........................................................... 5596 ///////////// 9.
</TABLE>

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

(1) For FDIC insurance assessment purposes, "time and savings deposits" consists
of nontransaction accounts and all transaction accounts other than demand
deposits.

<TABLE>
<CAPTION>
Memoranda (to be completed each quarter except as noted)
- -------------------------------------------------------------------------------------------- ---- --------------
<S> <C>
1. Total deposits in domestic offices of the bank (sum of Memorandum items 1.a.(1) and //////////////////
1.b.(1) must equal Schedule RC, item 13.a): //////////////////
a. Deposit accounts of $100,000 or less: //////////////////
b. Deposit accounts of more than $100,000: //////////////////
2. Estimated amount of uninsured deposits in domestic offices of the bank:
a. An estimate of your bank's uninsured deposits can be determined by multiplying the
b. If the box marked YES has been checked, report the estimate of uninsured deposits RCON Bil Mil Thou

- --------------------------------------------------------------------------------------------------------------------------------
Person to whom questions about Reports of Condition and Income should be directed: C477 <-
ROBERT DUFF, ASSISTANT VICE PRESIDENT (203)986-2474
- --------------------------------------------------------------------------------------------- --------------------------------
Name and Title (TEXT 8901) Area code and phonenumber (TEXT

</TABLE>

<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/93 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET PageRC-21
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|

</TABLE>

Schedule RC-R--Risk-Based Capital

This schedule must be completed by all banks as follows: Banks that
30, 1992, must complete items 2 through 9 and Memorandum item 1. Banks with
assets of less than $1 billion must complete items 1 through 3 below or Schedule
RC-R in its entirety, depending on their response to item 1 below.

<TABLE>
<S> <C> <C> <C> <C> <C>
Test for determining the extent to which Schedule RC-R must be completed. To be
completed only by banks with total assets of less than $1 billion. Indicate in the C480 <-
appropriate box at the right whether the bank has total capital greater than or YES NO
equal to eight percent of adjusted total assets..................................... RCFD 6056 //// 1.
</TABLE>

For purposes of this test, adjusted total assets equals total assets less
cash, U.S. Treasuries, U.S. Government agency obligations, and 80
percent of U.S. Government-sponsored agency obligations plus the allowance for
loan and lease losses and selected off-balance sheet items as reported on
Schedule RC-L (see instructions).

If the box marked YES has been checked, then the bank only has to complete
items 2 and 3 below. If the box marked NO has been checked, the bank
must complete the remainder of this schedule.

A NO response to item 1 does not necessarily mean that the bank's actual
risk-based capital ratio is less than eight percent or that the bank is
not in compliance with the risk-based capital guidelines.

<TABLE>
<CAPTION>
Items 2 and 3 are to be completed by all banks. Stock Instruments
- ----------------------------------------------------------------------- ----- ------------ ---- ------------
<S> <C> <C> <C>
1. Subordinated debt(1) and other limited-life capital instruments ////////////////// //////////////////
(original weighted average maturity of at least five years) with ////////////////// //////////////////
a remaining maturity of: ////////////////// //////////////////
a. One year or less.............................................. 3780 0 3786 0 2.a.
b. Over one year through two years............................... 3781 0 3787 0 2.b.
d. Over three years through four years........................... 3783 0 3789 0 2.d.
e. Over four years through five years............................ 3784 0 3790 0 2.e.
f. Over five years............................................... 3785 0 3791 0 2.f.
2. Total qualifying capital (i.e., Tier 1 and Tier 2 capital) allowable under the risk-based ---- ------------
capital guidelines........................................................................ 3792 1,210,840 3.
</TABLE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------- ------------------ ------------------
<S> <C> <C> <C>
1. Assets and credit equivalent amounts of off-balance sheet items ////////////////// //////////////////
assigned to the Zero percent risk category: ////////////////// //////////////////
a. Assets recorded on the balance sheet: ////////////////// //////////////////
(1) Securities issued by, other claims on, and claims ////////////////// //////////////////
(2) All other................................................... 3795 411,780 ////////////////// 4.a.(2)
b. Credit equivalent amount of off-balance sheet items............. ////////////////// 3796 0 4.b.
</TABLE>
- ---------------
(1) Exclude mandatory convertible debt reported in Schedule RC-M, item 7.e,
"Total."
(2) Do not report in column B in the risk-weighted amount of assets reported
in column A.

<PAGE>
<TABLE>
<S> <C> <C>
Address: 777 MAIN STREET PageRC-22
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|

</TABLE>

Schedule RC-R--Continued

<TABLE>
- -------------------------------------------------------------------- ---- ------------ ---- ------------
<S> <C> <C> <C>
5. Assets and credit equivalent amounts of off-balance sheet items ////////////////// //////////////////
assigned to the 20 percent risk category: ////////////////// //////////////////
a. Assets recorded on the balance sheet: ////////////////// //////////////////
b. Credit equivalent amount of off-balance sheet items.......... ////////////////// 3801 127,972 5.b.
6. Assets and credit equivalent amounts of off-balance sheet items ////////////////// //////////////////
assigned to the 50 percent risk category: ////////////////// //////////////////
a. Assets recorded on the balance sheet......................... 3802 2,519,924 ////////////////// 6.a.
b. Credit equivalent amount of off-balance sheet items.......... ////////////////// 3803 42,524 6.b.
7. Assets and credit equivalent amounts of off-balance sheet items ////////////////// //////////////////
assigned to the 100 percent risk category: ////////////////// //////////////////
a. Assets recorded on the balance sheet......................... 3804 7,327,401 ////////////////// 7.a.
8. On-balance sheet values (or portions thereof) of interest rate, ////////////////// //////////////////
foreign exchange rate, and commodity contracts which have a ////////////////// //////////////////
capital assessment for their off-balance sheet exposure under the ////////////////// //////////////////
capital guidelines and those contracts (e.g., futures contracts) ////////////////// //////////////////
excluded from the calculation of the risk-based capital ratio ////////////////// //////////////////
(exclude margin accounts and accrued receivables from this item). 3806 0 ////////////////// 8.
9. Total assets recorded on the balance sheet (sum of items 4.a, ////////////////// //////////////////
5.a, 6.a, 7.a, and 8, column A) (must equal Schedule RC, item ////////////////// //////////////////
12 plus items 4.b and 4.c, plus Schedule RC-B, item 6.a.(3), ////////////////// //////////////////
column A)........................................................ 3807 14,859,009 ////////////////// 9.
</TABLE>

Memorandum ------------------- ------------------

- --------------------------------------------------------------------- ----- ------------ ---- ------------
<S> <C> <C> <C>
1. Notional principal value and replacement cost of interest rate ////////////////// //////////////////
and foreign exchange rate contracts (in column B, report only ////////////////// //////////////////
those contracts with a positive replacement cost): ////////////////// //////////////////
a. Interest rate contracts (exclude futures contracts).......... ////////////////// 3808 3,262 M.1.a.

b. Foreign exchange rate contracts (exclude contracts with an ////////////////// //////////////////

- ---------------
</TABLE>

(1) Do not report in column B the risk-weighted amount of assets reported in
column A.

<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Legal Title of Bank: SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Call Date: 12/31/93 ST-BK: 09-0590 FFIEC 031
Address: 777 MAIN STREET PageRC-23
City, State Zip: HARTFORD, CT 06115
FDIC Certificate No.: |0|2|4|9|9|

</TABLE>

<TABLE>
<CAPTION>
SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION Hartford , Connecticut
- ---------------------------------------------------------------- ------------------------------ ------------------------------
<S> <C> <C>
Legal Title of Bank City State
</TABLE>

The management of the reporting bank may, if it wishes, submit a brief narrative
statement on the amounts reported in the Reports of Condition and Income. This
optional statement will be made available to the public, along with the publicly
available data in the Reports of Condition and Income, in response to any
request for individual bank report data. However, the information reported in
column A and in all of Memorandum item 1 of Schedule RC-N is regarded as
confidential and will not be released to the public. BANKS CHOOSING TO SUBMIT
THE NARRATIVE STATEMENT SHOULD ENSURE THAT THE STATEMENT DOES NOT CONTAIN THE
NAMES OR OTHER IDENTIFICATIONS OF INDIVIDUAL BANK CUSTOMERS, REFERENCES TO THE
AMOUNTS REPORTED IN THE CONFIDENTIAL ITEMS IN SCHEDULE RC-N, OR ANY OTHER
INFORMATION THAT THEY ARE NOT WILLING TO HAVE MADE PUBLIC OR THAT WOULD
COMPROMISE THE PRIVACY OF THEIR CUSTOMERS. Banks choosing not to make a
statement may check the "No comment" box below and should make no entries of any
kind in the space provided for the narrative statement; i.e., DO NOT enter in
this space such phrases as "No statement," "Not applicable," "N/A," "No
comment," and "None."

The optional statement must be entered on this sheet. The statement should not
exceed 100 words. Further, regardless of the number of words, the statement must
not exceed 750 characters, including punctuation, indentation, and standard
spacing between words and sentences. If any submission should exceed 750
characters, as defined, it will be truncated at 750 characters with no notice to
the submitting bank and the truncated statement will appear as the bank's
statement both on agency computerized records and in computer-file releases to
the public.

All information furnished by the bank in the narrative statement must be
accurate and not misleading. Appropriate efforts shall be taken by the
submitting bank to ensure the statement's accuracy. The statement must be
thereby attests to its accuracy.

If, subsequent to the original submission, material changes are submitted for
the data reported in the Reports of Condition and Income, the existing narrative
statement will be deleted from the files, and from disclosure; the bank, at its
option, may replace it with a statement, under signature, appropriate to the
amended data.

The optional narrative statement will appear in agency records and in release to
the public exactly as submitted (or amended as described in the preceding
paragraph) by the management of the bank (except for the truncation of
statements exceeding the 750-character limit described above). THE STATEMENT
WILL NOT BE EDITED OR SCREENED IN ANY WAY BY THE SUPERVISORY AGENCIES FOR
ACCURACY OR RELEVANCE. DISCLOSURE OF THE STATEMENT SHALL NOT SIGNIFY THAT ANY
FEDERAL SUPERVISORY AGENCY HAS VERIFIED OR CONFIRMED THE ACCURACY OF THE
INFORMATION CONTAINED THEREIN. A STATEMENT TO THIS EFFECT WILL APPEAR ON ANY
PUBLIC RELEASE OF THE OPTIONAL STATEMENT SUBMITTED BY THE MANAGEMENT OF THE
REPORTING BANK.
- --------------------------------------------------------------------------------
No comment /X/ (RCON 6979) C471 C472 <-

BANK MANAGEMENT STATEMENT (please type or print clearly):
(TEXT 6980)

<TABLE>
<S> <C>
- ------------------------------------------------ ----------------------------------
Signature of Executive Officer of Bank Date of Signature
</TABLE>

LETTER OF TRANSMITTAL

GREAT AMERICAN COMMUNICATIONS COMPANY

Offer for all Outstanding

9 % Series A Senior Subordinated Notes Due 2004

In Exchange for

9 % Series B Senior Subordinated Notes Due 2004

Pursuant to the Prospectus, dated June ___, 1994

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. EASTERN TIME, ON JUNE ____,
1994
UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR
TO 5:00 P.M.,
EASTERN TIME, ON THE EXPIRATION DATE.

To: Securities Transfer Company, the Exchange Agent

By Registered or Certified Mail, by Hand or by Overnight Courier:
One East Fourth Street
Suite 1201
Cincinnati, Ohio 45202

By Facsimile:

(513) 287-8270 or (513) 621-1583

Confirm by Telephone:

(513) 579-2414 or (800) 368-3417
</TABLE>

Delivery of this instrument to an address other than as set
forth above, or transmission of instructions via facsimile
other than as set forth above, will not constitute a valid
delivery.

<PAGE>

- 2 -

The undersigned acknowledges that he or she has received and
reviewed the Prospectus, dated June ____, 1994 (the "Prospec-
tus"), of Great America Communications Company, a Florida
corporation (the "Company"), and this Letter of Transmittal
(the "Letter"), which together constitute the Company's offer
(the "Exchange Offer") to exchange as aggregate principal
amount of up to $200,000,000 of 9 % Series B Senior Subordi-
nated Notes Due 2004 (the "Series B Notes") of the Company for
a like principal amount of the issued and outstanding 9 %
Series A Senior Subordinated Notes Due 2004 (the "Series A
Notes") of the Company from the holders thereof.

The Series B Notes will bear interest from February 18,
1994, the date of original issuance of the Series A Notes.
Holders whose Series A Notes are accepted for exchange will be
deemed to have forfeited the right to receive any payment in
respect of principal and accrued interest on the Series A
Notes. The Company reserves the right, at any time or from
time to time, to extend the Exchange Offer at its discretion,
in which event the term "Expiration Date" shall mean the
latest time and date to which the Exchange Offer is extended.
The Company shall notify the holders of the Series A Notes of
any extension by oral or written notice prior to 9:00 A.M.,
Eastern Time, on the next business day after the previously
scheduled Expiration Date.

This Letter is to be completed by a holder of Series A Notes
either if certificates are to be forwarded herewith or if a
tender of certificates for Series A Notes, if available, is to
be made by book-entry transfer to the account maintained by
the Exchange Agent at The Depository Trust Company (the "Book-
Entry Transfer Facility") pursuant to the procedures set forth
in "The Exchange Offer - Book-Entry Transfer" section of the
Prospectus. Holders of Series A Notes whose certificates are
not immediately available, or who are unable to deliver their
certificates or confirmation of the book-entry tender of their
Series A Notes into the Exchange Agent's account at the Book-
Entry Transfer Facility (a "Book-Entry Confirmation") and all
other documents required by this Letter to the Exchange Agent
on or prior to the Expiration Date, must tender their Series A
Notes according to the guaranteed delivery procedures set
forth in "The Exchange Offer -Guaranteed Delivery Procedures"
section of the Prospectus. See Instruction 1. Delivery of
documents to the Book-Entry Transfer Facility does not consti-
tute delivery to the Exchange Agent.

The undersigned has completed the appropriate boxes below
and signed this Letter to indicate the action the undersigned
desires to take with respect to the Exchange Offer.

List below the Series A Notes to which this Letter relates.
If the space provided below is inadequate, the certificate
numbers and principal amount of Series A Notes should be
listed on a separate signed schedule affixed hereto.

<PAGE>
- 3 -

DESCRIPTION OF SERIES A NOTES 1 2 3
<S> <C> <C> <C>
Name(s) and Address(s) of Reg- Aggre- Principal
istered Certifi- gate Amount
Holder(s) cate Princi- Tendered**
Num- pal
(Please fill in, if blank) ber(s)* Amount
of
Series A
Note(s)

Total
<FN>
*Need not be completed if Series A Notes are being tendered by
book-entry transfer.

**Unless otherwise indicated in this column, a holder will be
deemed to have tendered ALL of
the Series A Notes represented by the Series A Notes indi-
cated in column 2. See Instruction 2.
</TABLE>

<PAGE>
- 4 -
<TABLE>
<S> <C>
CHECK HERE IF TENDERED SERIES A NOTES ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE
EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND
COMPLETE THE FOLLOWING:

Name of Tendering Institution ________________________________________________

Account Number_________________________ Transaction Code Number___________________

___ CHECK HERE IF TENDERED SERIES A NOTES ARE BEING DELIVERED
PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT
TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name(s) of Registered Holder(s) __________________________________________

Window Ticket Number (if any) __________________________________________

Date of Execution of Notice of Guaranteed Delivery _______________________

Name of Institution which guaranteed delivery ____________________________

If Delivered by Book-Entry Transfer, Complete the following:

Account Number ________________________ Transaction Code Number___________________

___ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO.

Name: ________________________________________________________________

Address: ________________________________________________________________

________________________________________________________________

</TABLE>

If the undersigned is not a broker-dealer, the undersigned
represents that it is not engaged in, and does not intend to
engage in, a distribution of Series B Notes. If the under-
signed is a broker-dealer that will receive Series B Notes for
its own account in exchange for Series A Notes that were
acquired as a result of market-making activities or other
trading activities, it acknowledges that it will deliver a
Prospectus in connection with any resale of such Series B
Notes; however, by so acknowledging and by delivering a pro-
spectus, the undersigned will not be deemed to admit that it
is an "underwriter" within the meaning of the Securities Act.

<PAGE>
- 5 -

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange
Offer, the undersigned hereby tenders to the Company the
aggregate principal amount of Series A Notes indicated above.
Subject to, and effective upon, the acceptance for exchange of
the Series A Notes tendered hereby, the undersigned hereby
sells, assigns and transfers to, or upon the order of, the
Company all right, title and interest in and to such Series A
Notes as are being tendered hereby.

The undersigned hereby represents and warrants that the
undersigned has full power and authority to tender, sell,
assign and transfer the Series A Notes tendered hereby and
that the Company will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges
and encumbrances and not subject to any adverse claim when the
same are accepted by the Company. The undersigned hereby
further represents that any Series B Notes acquired in ex-
change for Series A Notes tendered hereby will have been
acquired in the ordinary course of business of the person
receiving such Series B Notes, whether or not such person is
the undersigned, that neither the holder of such Series A
Notes nor any such other person has an arrangement or under-
standing with any person to participate in the distribution of
such Series B Notes and that neither the holder of such Series
A Notes nor any such other person is an "affiliate," as de-
fined in Rule 405 under the Securities Act, of the Company.
The undersigned will, upon request, execute and deliver any
additional documents deemed by the Company to be necessary or
desirable to complete the sale, assignment and transfer of the
Series A Notes tendered hereby. All authority conferred or
agreed to be conferred in this Letter and every obligation of
the undersigned hereunder shall be binding upon the succes-
sors, assigns, heirs, executors, administrators, trustees in
bankruptcy and legal representatives of the undersigned and
shall not be affected by, and shall survive the death or
incapacity of the undersigned. This tender may be withdrawn
only in accordance with the procedures set forth in "The
Exchange Offer - Withdrawal Rights" section of the Prospectus.

Unless otherwise indicated herein in the box entitled
"Special Issuance Instructions" below, please deliver the
Series B Notes (and, if applicable, substitute certificates
representing Series A Notes for any Series A Notes not ex-
changed) in the name of the undersigned or, in the case of a
book-entry delivery of Series A Notes, please credit the
account indicated above maintained at the Book-Entry Transfer
Facility. Similarly, unless otherwise indicated under the box
entitled "Special Delivery Instructions" below, please send
the Series B Notes (and, if applicable, substitute certifi-
cates representing Series A Notes for any Series A Notes not
exchanged) to the undersigned at the address shown above in
the box entitled "Description of Series A Notes."

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION
OF SERIES A NOTES" ABOVE AND SIGNING THIS LETTER, WILL BE
DEEMED TO HAVE TENDERED THE SERIES A NOTES AS SET FORTH IN
SUCH BOX ABOVE.
<PAGE>

- 6 -

PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(Complete Accompanying Substitute Form W-9 on reverse side)

Dated: ___________________________________________ , 1994

X ___________________________________________ Date: _______________________ , 1994

X ___________________________________________ Date: _______________________ , 1994
Signature(s) of Owner

Area Code and Telephone Number _________________________________________

If a holder is tendering any Series A Notes, this Letter must be signed by the registered holder(s)
as the name(s) appear(s) on the certificate(s) for the Series A Notes or by any person(s) authorized to
become registered holder(s) by endorsements and documents transmitted herewith. If signature is
by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or
representative capacity, please set forth full title. See Instruction 3.

Name(s): ________________________________________________________________________________________________

_________________________________________________________________________________________________________
(Please Type or Print)

Capacity: _______________________________________________________________________________________________

Address: _______________________________________________________________________________________________

_________________________________________________________________________________________________________
(Including Zip Code)

SIGNATURE GUARANTEE
(If required by Instruction 3)

Signature(s) Guaranteed by
an Eligible Institution: ______________________________________________________________________________
(Authorized Signature)

_________________________________________________________________________________________________________
(Title)

_________________________________________________________________________________________________________
(Name and Firm)

Dated: ______________________________________________________________, 1994

</TABLE>
<PAGE>
- 7 -

SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 3 and 4)

To be completed ONLY if certificates for Series A
Notes not exchanged and/or Series B Notes are to be
issued in the name of and sent to someone other
than the person or persons whose signature(s)
appear(s) on this Letter above, or if Series A Notes
delivered by book-entry transfer which are not
accepted for exchange are to be returned by credit
to an account maintained at the Book-Entry
Transfer Facility other than the account
indicated above.

Issue: Series B Notes and/or Series A Notes to:

Name(s):_____________________________________________
(Please type or print)

_____________________________________________
(Please type or print)

Address:_____________________________________________

_____________________________________________________
(Zip Code)

(Complete Substitute Form W-9)

___ Credit unexchanged Series A Notes delivered by
book-entry transfer to the Book-Entry Transfer
Facility account set forth below.

_____________________________________________________
(Book-Entry Transfer Facility
Account Number, if applicable)

<PAGE>
- 8 -

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4)

To be completed ONLY if certificates for Series A Notes
not exchanged and/or Series B Notes are to be sent to someone
other than the person or persons whose signature(s) appear(s)
on this Letter above or to such person or persons at an address
other than shown in the box entitled "Description of Series A
Notes" on this Letter above.

Mail: Series B Notes and/or Series A Notes to:

Names:________________________________________________________
(Please type or print)

______________________________________________________________
(Please type or print)

Address: _____________________________________________________

______________________________________________________________
(Zip Code)

IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE
CERTIFICATES FOR SERIES A NOTES OR A BOOK-ENTRY CONFIRMATION AND
ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED DELIV-
ERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M.,
EASTERN TIME, ON THE EXPIRATION DATE.

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE
<PAGE>

- 9 -

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Exchange Offer
for the
9 % Series B Senior Subordinated Notes Due 2004 in Exchange
for the
9 % Series A Senior Subordinated Notes Due 2004 of Great
American Communications Company

1. Delivery of this Letter and Notes; Guaranteed Delivery
Procedures.

This letter is to be completed by noteholders either if
certificates are to be forwarded herewith or if tenders are to be
made pursuant to the procedures for delivery by book-entry
transfer set forth in "The Exchange Offer - Book-Entry Transfer"
section of the Prospectus. Certificates for all physically
tendered Series A Notes, or Book-Entry Confirmation, as the case
may be, as well as a properly completed and duly executed Letter
(or manually signed facsimile hereof) and any other documents
required by this Letter, must be received by the Exchange Agent
at the address set forth herein on or prior to the Expiration
Date, or the tendering holder must comply with the guaranteed
delivery procedures set forth below.

Noteholders whose certificates for Series A Notes are not
immediately available or who cannot deliver their certificates
and all other required documents to the Exchange Agent on or
prior to the Expiration Date, or who cannot complete the proce-
dure for book-entry transfer on a timely basis, may tender their
Series A Notes pursuant to the guaranteed delivery procedures set
forth in "The Exchange Offer - Guaranteed Delivery Procedures"
section of the Prospectus. Pursuant to such procedures, (i) such
tender must be made through an Eligible Institution within the
meaning of Rule 17Ad-15 under the Securities Exchange Act of
1934, as amended, (ii) prior to the Expiration Date, the Exchange
Agent must receive from such Eligible Institution a properly
completed and duly executed Letter (or a facsimile thereof) and
Notice of Guaranteed Delivery, substantially in the form provided
by the Company (by telegram, telex, facsimile transmission, mail
or hand delivery), setting forth the name and address of the
holder of Series A Notes and the amount of Series A Notes ten-
dered, stating that the tender is being made thereby and guaran-
teeing that within five New York Stock Exchange ("NYSE") trading
days after the date of execution of the Notice of Guaranteed
Delivery, the certificates for all physically tendered Series A
Notes, or a Book-Entry Confirmation, and any other documents
required by the Letter will be deposited by the Eligible Institu-
tion with the Exchange Agent, and (iii) the certificates for all
physically tendered Series A Notes, in proper form for transfer,
<PAGE>

- 10 -

or Book-Entry Confirmation, as the case may be, and all other
documents required by this Letter, are received by the Exchange
Agent within five NYSE trading days after the date of execution
of the Notice of Guaranteed Delivery.

The method of delivery of this Letter, the Series A Notes
and all other required documents is at the election and risk of
the tendering holders, but the delivery will be deemed made only
when actually received or confirmed by the Exchange Agent. If
Series A Notes are sent by mail, it is suggested that the mailing
be made sufficiently in advance of the Expiration Date to permit
delivery to the Exchange Agent prior to 5:00 P.M., Eastern Time,
on the Expiration Date.

See "The Exchange Offer" section of the Prospectus.

2. Partial Tenders (not applicable to noteholders who tender by
book-entry transfer).

a. Partial tenders will be accepted only in integral
multiples of $1,000.

b. If less than all of the Series A Notes evidenced by a
submitted certificate are to be tendered, the tendering holder(s)
should fill in the aggregate principal amount of Series A Notes
to be tendered in the box above entitled "Description of Series A
Notes - Principal Amount Tendered."

c. The entire principal amount of Series A Notes tendered
to the Exchange Agent will be deemed to have been tendered unless
otherwise indicated.

d. A reissued certificate representing the balance of
nontendered Series A Notes will be sent to such tendering holder,
unless otherwise provided in the appropriate box on this Letter,
promptly after the Expiration Date. All of the Series A Notes
delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated.

3. Signatures on this Letter; Bond Powers and Endorsements;
Guarantee of Signatures.

If this Letter is signed by the registered holder of the
Series A Notes tendered hereby, the signature must correspond
exactly with the name as written on the face of the certificates
without any change whatsoever.

If any tendered Series A Notes are owned of record by two or
more joint owners, all such owners must sign this Letter.
<PAGE>

- 11 -

If any tendered Series A Notes are registered in different
names on several certificates, it will be necessary to complete,
sign and submit as many separate copies of this Letter as there
are different registrations of certificates.

When this Letter is signed by the registered holder or
holders of the Series A Notes specified herein and tendered
hereby, no endorsements of certificates or separate bond powers
are required. If, however, the Series B Notes are to be issued,
or any untendered Series A Notes are to be reissued, to a person
other than the registered holder, then endorsements of any
certificates transmitted hereby or separate bond powers are
required. Signatures on such certificate(s) must be guaranteed
by an Eligible Institution.

If this Letter is signed by a person other than the regis-
tered holder or holders of any certificate(s) specified herein,
such certificate(s) must be endorsed or accompanied by appropri-
ate bond powers, in either case signed exactly as the name or
names of the registered holder or holders appear(s) on the
certificate(s) and signatures on such certificate(s) must be
guaranteed by an Eligible Institution.

If this Letter or any certificates or bond powers are signed
by trustees, executors, administrators, guardians, attorneys-in-
fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when
signing, and, unless waived by the Company, proper evidence
satisfactory to the Company of their authority to so act must be
submitted.

Endorsements on certificates for Series A Notes or signa-
tures on bond powers required by this Instruction 3 must be
guaranteed by a firm which is a member of a registered national
securities exchange or a member of the National Association of
Securities Dealers, Inc. or by a commercial bank or trust company
having an office or correspondent in the United States (an
"Eligible Institution").

Signatures on this Letter need not be guaranteed by an
Eligible Institution, provided the Series A Notes are tendered:
(i) by a registered holder of Series A Notes (which term, for
purposes of the Exchange Offer, includes any participant in the
Book-Entry Transfer Facility system whose name appears on a
security position listing as the holder of such Series A Notes)
tendered who has not completed the box entitled "Special Issuance
Instructions" or "Special Delivery Instructions" on this Letter,
or (ii) for the account of an Eligible Institution.

4. Special Issuance and Delivery Instructions.
<PAGE>

- 12 -

Tendering holders of Series A Notes should indicate in
the applicable box the name and address to which new Notes issued
pursuant to the Exchange Offer and/or substitute certificates
evidencing Series A Notes not exchanged are to be issued or sent,
if different from the name or address of the person signing this
Letter. In the case of issuance in a different name, the employ-
er identification or social security number of the person named
must also be indicated. Noteholders tendering Series A Notes by
book-entry transfer may request that Series A Notes not exchanged
be credited to such account maintained at the Book-Entry Transfer
Facility as such noteholder may designate hereon. If no such
instructions are given, such Series A Notes not exchanged will be
returned to the name or address of the person signing this
Letter.

5. Tax Identification Number.

Federal income tax law generally requires that a
tendering holder whose Series A Notes are accepted for exchange
must provide the Company (as payor) with such holder's correct
Taxpayer Identification Number ("TIN") on Substitute Form W-9
below, which in the case of a tendering holder who is an individ-
ual, is his or her social security number. If the Company is not
provided with the current TIN or an adequate basis for an exemp-
tion, such tendering holder may be subject to a $50 penalty
imposed by the Internal Revenue Service. In addition, delivery
to such tendering holder of Series B Notes may be subject to
backup withholding in an amount equal to 31% of all reportable
payments made after the exchange. If withholding results in an
overpayment of taxes, a refund may be obtained.

Exempt holders of Series A Notes (including, among
others, all corporations and certain foreign individuals) are not
subject to these backup withholding and reporting requirements.
See the enclosed Guidelines of Certification of Taxpayer Identi-
fication Number on Substitute Form W-9 (the "W-9 Guidelines") for
additional instructions.

To prevent backup withholding, each tendering holder of
Series A Notes must provide its correct TIN by completing the
"Substitute Form W-9" set forth below, certifying that the TIN
provided is correct (or that such holder is awaiting a TIN) and
that (i) the holder is exempt from backup withholding, or (ii)
the holder has not been notified by the Internal Revenue Service
that such holder is subject to a backup withholding as a result
of a failure to report all interest or dividends or (iii) the
Internal Revenue Service has notified the holder that such holder
is no longer subject to backup withholding. If the tendering
holder of Series A Notes is a nonresident alien or foreign entity
not subject to backup withholding, such holder must give the
Company a completed Form W-8, Certificate of Foreign Status.
<PAGE>

- 13 -

These forms may be obtained from the Exchange Agent. If the
Series A Notes are in more than one name or are not in the name
of the actual owner, such holder should consult the W-9 Guide-
lines for information on which TIN to report. If such holder
does not have a TIN, such holder should consult the W-9 Guide-
lines for instructions on applying for a TIN, check the box in
Part 2 of the Substitute Form W-9 and write "applied for" in lieu
of its TIN. Note: Checking this box and writing "applied for" on
the form means that such holder has already applied for TIN or
that such holder intends to apply for one in the near future. If
such holder does not provide its TIN to the Company within sixty
(60) days, backup withholding will begin and continue until such
holder furnishes its TIN to the Company.

6. Transfer Taxes.

The Company will pay all transfer taxes, if any,
applicable to the transfer of Series A Notes to it or its order
pursuant to the Exchange Offer. If however, Series B Notes
and/or substitute Series A Notes not exchanged are to be deliv-
ered to, or are to be registered or issued in the name of, any
person other than the registered holder of the Series A Notes
tendered hereby, or if tendered Series A Notes are registered in
the name of any person other than the person signing this Letter,
or if a transfer tax is imposed for any reason other than the
transfer of Series A Notes to the Company or its order pursuant
to the Exchange Offer, the amount of any such transfer taxes
(whether imposed on the registered holder or any other persons)
will be payable by the tendering holder. If satisfactory evi-
dence of payment of such taxes or exemption therefrom is not
submitted herewith, the amount of such transfer taxes will be
billed directly to such tendering holder.

Except as provided in this Instruction 6, it will not
be necessary for transfer tax stamps to be affixed to the Series
A Notes specified in this Letter.

7. Waiver of Conditions.

The Company reserves the absolute right to waive
satisfaction of any or all conditions enumerated in the Prospec-
tus.

8. No Conditional Tenders.

No alternative, conditional, irregular or contingent
tenders will be accepted. All tendering holders of Series A
Notes, by execution of this Letter, shall waive any right to
receive notice of the acceptance of their Series A Notes for
exchange.
<PAGE>

- 14 -

Neither the Company, the Exchange Agent nor any other
is obligated to give notice of any defect or irregularity with
respect to any tender of Series A Notes nor shall any of them
incur any liability for failure to give any such notice.

9. Mutilated, Lost, Stolen or Destroyed Series A Notes.

Any holder whose Series A Notes have been mutilated,
lost, stolen or destroyed should contact the Exchange Agent at
the address indicated above for further instructions.

10. Requests for Assistance or Additional Copies.

Questions relating to the procedure for tendering, as
well as requests for additional copies of the Prospectus and this
Letter, may be directed to the Exchange Agent, at the address and
telephone number indicated above.
<PAGE>

- 15 -

TO BE COMPLETED BY ALL TENDERING HOLDERS
(See Instruction 5)

PAYOR'S NAME: GREAT AMERICAN COMMUNICATIONS COMPANY
<S> <C>

SUBSTITUTE Part 1 - PLEASE PROVIDE YOUR TIN: ________________________
TIN IN THE BOX AT RIGHT AND
FORM W-9 DATING BELOW Social Security Number or
Employer Identification
Number
Department of the
Treasury
Internal Revenue Part 2 - TIN Applied For
Service

Payor's Request CERTIFICATION: UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
for Taxpayer
Identification (1) the number shown on this form is my correct Taxpayer Identification Number
Number (or I am waiting for a number to be issued to me).

("TIN") and (2) I am not subject to backup withholding either because: (a) I am exempt
Certification from backup withholding, or (b) I have not been notified by the Internal
Revenue Service (the "IRS") that I am subject to backup withholding as a
result of a failure to report all interest or dividends, or (c) the IRS
has notified me that I am no longer subject to backup withholding, and

(3) any other information provided on this form is true and correct.

SIGNATURE _____________________________________ DATE ___________________

<FN>
You must cross out item (2) of the above certification if you have been notified by the IRS that
you are subject tobackup withholding because of underreporting of interest or dividends on your
tax return and you have not been notified by the IRS that you are no longer subject to backup
withholding.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX
IN PART 2 OF SUBSTITUTE FORM W-9

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either
(a) I have mailed or delivered an application to receive a taxpayeridentification number to the appropriate Internal
Revenue Service Center or Social Security Administrative Office or (b) I intend to mail or deliver an application
in the near future. I understand that if I do not provide a taxpayer identification number by the time of the
exchange, 31 percent of all reportable payments made to me thereafter will be withheld until I provide a number.

___________________________________________________________________ ________________________________
Signature Date

</TABLE>

NOTICE OF GUARANTEED DELIVERY FOR
GREAT AMERICAN COMMUNICATIONS COMPANY

This form or one substantially equivalent hereto must be
used to accept the Exchange Offer of Great American Communica-
tions Company (the "Company") made pursuant to the Prospectus,
dated June ___, 1994 (the "Prospectus"), if certificates for
Series A Notes of the Company are not immediately available or
if the procedure for book- entry transfer cannot be completed
on a timely basis or time will not permit all required docu-
ments to reach the Company prior to 5:00 P.M., Eastern Time,
on the Expiration Date of the Exchange Offer. Such form may
be delivered or transmitted by telegram, telex, facsimile
transmission, mail or hand delivery to Securities Transfer
Company (the "Exchange Agent") as set forth below. In addi-
tion, in order to utilize the guaranteed delivery procedure to
tender Series A Notes pursuant to the Exchange Offer, a com-
pleted, signed and dated Letter of Transmittal (or facsimile
thereof) must also be received by the Exchange Agent prior to
5:00 P.M., Eastern Time, on the Expiration Date. Capitalized
terms not defined herein are defined in the Prospectus.

TO: SECURITIES TRANSFER COMPANY, the Exchange Agent

By Registered or Certified Mail, by Hand or by Overnight
Courier:
One East Fourth Street
Suite 1201
Cincinnati, Ohio 45202

By Facsimile:
(513) 287-8270 or (513) 621-1583

Confirm by Telephone:
(513) 579-2414 or (800) 368-3417

Delivery of this instrument to an address other than as set
forth above, or transmission of instructions via facsimile
other than as set forth above, will not constitute a valid
delivery.

Ladies and Gentlemen:

Upon the terms and conditions set forth in the Prospectus
and the accompanying Letter of Transmittal, the undersigned
hereby tenders to the Company the principal amount of Series A
Notes set forth below, pursuant to the guaranteed delivery
procedure described in "The Exchange Offer--Guaranteed Deliv-
ery Procedures" section of the Prospectus.
<PAGE>
<TABLE>
<CAPTION>

Principal Amount of Series A Notes Tendered:
<S> <C>
$_________________________________ If Series A Notes will be delivered by book-entry
transfer to The Depository Trust Company,
Certificate Nos. (if available): provide account number.

Total Principal Amount Represented by
Series A Notes Certificates(s):

$_________________________________ Account Number_________________________

<FN>

All authority herein conferred or agreed to be conferred
shall survive the death or incapacity of the undersigned and
every obligation of the undersigned hereunder shall be binding
upon the heirs, personal representatives, successors and assigns
of the undersigned.

PLEASE SIGN HERE

X_____________________________ _____________________

Signature(s) of Owner(s) Date
or Authorized Signatory

Area Code and Telephone Number: ______________________________

Must be signed by the holder(s) of Series A Notes as their
name(s) appear(s) on certificates for Series A Notes or on a
security position listing, or by person(s) authorized to become
registered holder(s) by endorsement and documents transmitted
with this Notice of Guaranteed Delivery. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact,
officer or other person acting in a fiduciary or representative
capacity, such person must set forth his or her full title below.

Please print name(s) and address(es)

Name(s): ___________________________________________________

___________________________________________________

Capacity: ___________________________________________________

Address(es): ___________________________________________________

___________________________________________________

</TABLE>

GUARANTEE
<PAGE>

The undersigned, a member of a registered national securi-
ties exchange, or a member of the National Association of
Securities Dealers, Inc., or a commercial bank or trust compa-
ny having an office or correspondent in the United States,
hereby guarantees that the certificates representing the
principal amount of Series A Notes tendered hereby in proper
form for transfer, or timely confirmation of the book- entry
transfer of such Series A Notes into the Exchange Agent's
account at The Depository Trust Company pursuant to the proce-
dures set forth in "The Exchange Offer--Guaranteed Delivery
Procedures" section of the Prospectus, together with a proper-
ly completed and duly executed Letter of Transmittal (or a
manually signed facsimile thereof) with any required signature
guarantee and any other documents required by the Letter of
Transmittal, will be received by the Exchange Agent at the
address set forth above, no later than five New York Stock
Exchange trading days after the date of execution hereof.

__________________________________ _____________________________________
Name of Firm Authorized Signature

__________________________________ _____________________________________
Address Title

__________________________________ Name: _______________________________
Zip Code (Please Type or Print)

Area Code and Tel. No.____________ Dated: ______________________________

<FN>

NOTE: DO NOT SEND CERTIFICATES FOR SERIES A NOTES WITH THIS FORM.
CERTIFICATES FOR SERIES A NOTES SHOULD ONLY BE SENT WITH YOUR
LETTER OF TRANSMITTAL.

</TABLE>

GREAT AMERICAN COMMUNICATIONS COMPANY

Offer for all Outstanding

9 % Series A Senior Subordinated Notes Due 2004

in Exchange for

9 % Series B Senior Subordinated Notes Due 2004

To: Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:

Great American Communications Company (the "Company") is
offering, upon and subject to the terms and conditions set
forth in the Prospectus, dated June ___, 1994 (the "Prospec-
tus"), and the enclosed Letter of Transmittal (the "Letter of
Transmittal"), to exchange (the "Exchange Offer") its 9 %
Series B Senior Subordinated Notes Due 2004 for its outstand-
ing 9 % Series A Senior Subordinated Notes Due 2004 (the
"Series A Notes"). The Exchange Offer is being made in order
to satisfy certain obligations of the Company contained in the
Registration Agreement dated as of February 18, 1994, among
the Company and the other signatories thereto.

We are requesting that you contact your clients for whom you
hold Series A Notes regarding the Exchange Offer. For your
information and for forwarding to your clients for whom you
hold Series A Notes registered in your name or in the name of
your nominee, or who hold Series A Notes registered in their
own names, we are enclosing the following documents:

1. Prospectus dated June ____, 1994;

2. The Letter of Transmittal for your use and for the
information of your clients;

3. A Notice of Guaranteed Delivery to be used to accept
the Exchange Offer if certificates for Series A Notes are not
immediately available or time will not permit all required
documents to reach the Exchange Agent prior to the Expiration
Date (as defined in below) or if the procedure for book-entry
transfer cannot be completed on a timely basis;

4. A form of letter which may be sent to your clients for
whose account you hold Series A Notes registered in your name
or the name of your nominee, with space provided for obtaining
such clients' instructions with regard to the Exchange Offer;
<PAGE>

- 2 -

5. Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9; and

6. Return envelopes addressed to Securities Transfer
Company, the Exchange Agent for the Series A Notes.

Your prompt action is requested. The Exchange Offer will
expire at 5:00 p.m., Eastern Time, on June ___, 1994, unless
extended by the Company (the "Expiration Date"). The Series A
Notes tendered pursuant to the Exchange Offer may be withdrawn
at any time before the Expiration Date.

To participate in the Exchange Offer, a duly executed and
properly completed Letter of Transmittal (or facsimile there-
of), with any required signature guarantees and any other
required documents, should be sent to the Exchange Agent and
certificates representing the Series A Notes should be deliv-
ered to the Exchange Agent, all in accordance with the in-
structions set forth in the Letter of Transmittal and the
Prospectus.

If holders of Series A Notes wish to tender, but it is
impracticable for them to forward their certificates for
Series A Notes prior to the expiration of the Exchange Offer
or to comply with the book-entry transfer procedures on a
timely basis, a tender may be effected by following the guar-
anteed delivery procedures described in the Prospectus under
"The Exchange Offer-Guaranteed Delivery Procedures."

The Company will, upon request, reimburse brokers, dealers,
commercial banks and trust companies for reasonable and neces-
sary costs and expenses incurred by them in forwarding the
Prospectus and the related documents to the beneficial owners
of Series A Notes held by them as nominee or in a fiduciary
capacity. The Company will pay or cause to be paid all stock
transfer taxes applicable to the exchange of Series A Notes
pursuant to the Exchange Offer, except as set forth in In-
struction 6 of the Letter of Transmittal.

Any inquiries you may have with respect to the Exchange
Offer, or requests for additional copies of the enclosed
materials, should be directed to Securities Transfer Company,
the Exchange Agent for the Series A Notes, at its address and
telephone number set forth on the front of the Letter of
Transmittal.

Very truly yours,
<PAGE>

- 3 -

Great American Communications
Company

NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE
YOU OR ANY PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE
AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCU-
MENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM WITH
RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY
MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

Enclosures
<PAGE>

<TABLE>
<CAPTION>
GREAT AMERICAN COMMUNICATIONS COMPANY

Offer for all Outstanding
9 % Series A Senior Subordinated Notes Due 2004

in Exchange for
9 % Series B Senior Subordinated Notes Due 2004

To Our Clients:

Enclosed for your consideration is a Prospectus, dated June
____, 1994 (the "Prospectus"), and the related Letter of Trans-
mittal (the "Letter of Transmittal"), relating to the offer (the
"Exchange Offer") of Great American Communications Company (the
"Company") to exchange its 9 % Series B Senior Subordinated Notes
Due 2004 (the "Series B Notes") for its outstanding 9 % Series A
Senior Subordinated Notes Due 2003 (the "Series A Notes"), upon
the terms and subject to the conditions described in the Prospec-
tus. The Exchange Offer is being made in order to satisfy
certain obligations of the Company contained in the Registration
Agreement dated as of February 18, 1994, among the Company and
the other signatories thereto.

This material is being forwarded to you as the beneficial
owner of the Series A Notes carried by us in your account but not
registered in your name. A tender of such Series A Notes may
only be made by us as the holder of record and pursuant to your
instructions.

Accordingly, we request instructions as to whether you wish
us to tender on your behalf the Series A Notes held by us for
your account, pursuant to the terms and conditions set forth in
the enclosed Prospectus and Letter of Transmittal.

Your instructions should be forwarded to us as promptly as
possible in order to permit us to tender the Series A Notes on
your behalf in accordance with the provisions of the Exchange
Offer. The Exchange Offer will expire at 5:00 p.m., Eastern
Time, on June ____, 1994, unless extended by the Company. Any
Series A Notes tendered pursuant to the Exchange Offer may be
withdrawn at any time before the Expiration Date.

Your attention is directed to the following:

1. The Exchange Offer is for any and all Series A Notes.

2. The Exchange Offer is subject to certain conditions set
forth in the Prospectus in the section captioned "The Exchange
Offer - Certain Conditions to the Exchange Offer."

3. Any transfer taxes incident to the transfer of Series A
Notes from the holder to the Company will be paid by the Company,
except as otherwise provided in the Instructions in the Letter of
Transmittal.

4. The Exchange Offer expires at 5:00 p.m., Eastern Time,
on June ____, 1994, unless extended by the Company.

If you wish to have us tender your Series A Notes, please so
instruct us by completing, executing and returning to us the
instruction form on the back of this letter. The Letter of
Transmittal is furnished to you for information only and may not
be used directly by you to tender Series A Notes.
<PAGE>

INSTRUCTIONS WITH RESPECT TO
THE EXCHANGE OFFER

The undersigned acknowledge(s) receipt of your letter and
the enclosed material referred to therein relating to the Ex-
change Offer made by Great American Communications Company with
respect to its Series A Notes.

This will instruct you to tender the Series A Notes held by
you for the account of the undersigned, upon and subject to the
terms and conditions set forth in the Prospectus and the related
Letter of Transmittal.

Please tender the Series A Notes held by you for my account
as indicated below:

Aggregate Principal Amount of Series A Notes

9 % Series A Senior Subordinated Notes
Due 2004. . . . . . _______________________________

Please do not tender Series A Notes
held by you for my account.
<S> <C>

Dated:__________________, 1994 ______________________________________________________

______________________________________________________
Signature(s)

______________________________________________________

______________________________________________________
Please print name(s) here

______________________________________________________

______________________________________________________
Address(es)

______________________________________________________
Area Code and Telephone Number

______________________________________________________
Tax Identification or Social
Security No(s).

<FN>
None of the Series A Notes held by us for your account will be
tendered unless we receive written instructions from you to do so.
Unless a specific contrary instruction is given in the space provid-
ed, your signature(s) hereon shall constitute an instruction to us to
tender all the Series A Notes held by us for your account.

</TABLE>