<PAGE>

                                                                     EXHIBIT 4.1

                                                                  EXECUTION COPY
--------------------------------------------------------------------------------



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

                            NEXSTAR FINANCE, L.L.C.
                             NEXSTAR FINANCE, INC.

                             SERIES A AND SERIES B

                     12% SENIOR SUBORDINATED NOTES DUE 2008

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

                                   INDENTURE

                           Dated as of March 16, 2001

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

                    United States Trust Company of New York

                                    Trustee

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



--------------------------------------------------------------------------------
<PAGE>

                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
Trust Indenture
Act Section                                                                     Indenture Section
<S>                                                                             <C>
310(a)(1)                                                                             7.10
   (a)(2)..................................................................           7.10
   (a)(3)..................................................................           N.A.
   (a)(4)..................................................................           N.A.
   (a)(5)..................................................................           7.10
   (b).....................................................................           7.10
   (c).....................................................................           N.A.
311(a).....................................................................           7.11
   (b).....................................................................           7.11
   (c).....................................................................           N.A.
312(a).....................................................................           2.05
   (b).....................................................................          12.03
   (c).....................................................................          12.03
313(a).....................................................................           7.06
   (b)(1)..................................................................          10.03
   (b)(2)..................................................................           7.07
   (c).....................................................................        7.06;12.02
   (d).....................................................................           7.06
314(a).....................................................................        4.03;12.02
   (b).....................................................................           10.02
   (c)(1)..................................................................           12.04
   (c)(2)..................................................................           12.04
   (c)(3)..................................................................            N.A.
   (e).....................................................................           12.05
   (f).....................................................................            N.A.
315(a).....................................................................            7.01
   (b).....................................................................        7.05,12.02
   (c).....................................................................            7.01
   (d).....................................................................            7.01
   (e).....................................................................            6.11
316(a) (last sentence).....................................................            2.09
   (a)(1)(A)...............................................................            6.05
   (a)(1)(B)...............................................................            6.04
   (a)(2)..................................................................            N.A.
   (b).....................................................................            6.07
   (c).....................................................................            2.12
317(a)(1)..................................................................            6.08
   (a)(2)..................................................................            6.09
   (b).....................................................................            2.04
318(a).....................................................................           12.01
   (b).....................................................................            N.A.
   (c).....................................................................           12.01
</TABLE>

N.A. means not applicable.
*This Cross Reference Table is not part of the Indenture.
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                         Page
                                                                                         ----
<S>                                                                                      <C>
                                   ARTICLE 1.
                         DEFINITIONS AND INCORPORATION
                                  BY REFERENCE


Section 1.01.    Definitions.............................................................   1
Section 1.02.    Other Definitions.......................................................  20
Section 1.03.    Incorporation by Reference of Trust Indenture Act.......................  20
Section 1.04.    Rules of Construction...................................................  21

                                         ARTICLE 2.
                                         THE NOTES

Section 2.01.    Form and Dating.........................................................  21
Section 2.02.    Execution and Authentication............................................  22
Section 2.03.    Registrar and Paying Agent..............................................  23
Section 2.04.    Paying Agent to Hold Money in Trust.....................................  23
Section 2.05.    Holder Lists............................................................  23
Section 2.06.    Transfer and Exchange...................................................  23
Section 2.07.    Replacement Notes.......................................................  35
Section 2.08.    Outstanding Notes.......................................................  35
Section 2.09.    Treasury Notes..........................................................  35
Section 2.10.    Temporary Notes.........................................................  35
Section 2.11.    Cancellation............................................................  36
Section 2.12.    Defaulted Interest......................................................  36

                                         ARTICLE 3.
                                  REDEMPTION AND PREPAYMENT

Section 3.01.    Notices to Trustee......................................................  36
Section 3.02.    Selection of Notes to Be Redeemed.......................................  36
Section 3.03.    Notice of Redemption....................................................  37
Section 3.04.    Effect of Notice of Redemption..........................................  37
Section 3.05.    Deposit of Redemption Price.............................................  37
Section 3.06.    Notes Redeemed in Part..................................................  38
Section 3.07.    Optional Redemption.....................................................  38
Section 3.08.    Mandatory Redemption....................................................  38
Section 3.09.    Offer to Purchase by Application of Excess Proceeds.....................  39

                                         ARTICLE 4.
                                         COVENANTS

Section 4.01.    Payment of Notes........................................................  40
Section 4.02.    Maintenance of Office or Agency.........................................  40
Section 4.03.    Reports.................................................................  41
Section 4.04.    Compliance Certificate..................................................  41
Section 4.05.    Taxes...................................................................  42
Section 4.06.    Stay, Extension and Usury Laws..........................................  42
Section 4.07.    Restricted Payments.....................................................  42
Section 4.08.    Dividend and Other Payment Restrictions Affecting Subsidiaries..........  46
Section 4.09.    Incurrence of Indebtedness and Issuance of Preferred Stock..............  47
Section 4.10.    Asset Sales.............................................................  49
</TABLE>

                                       i


<PAGE>

<TABLE>
<S>                                                                                         <C>
Section 4.11.    Transactions with Affiliates.............................................  51
Section 4.12.    Liens....................................................................  52
Section 4.13.    Business Activities......................................................  52
Section 4.14.    Corporate Existence......................................................  53
Section 4.15.    Offer to Repurchase Upon Change of Control...............................  53
Section 4.16.    No Senior Subordinated Debt..............................................  54
Section 4.17.    Sale and Leaseback Transactions..........................................  54
Section 4.18.    Limitation on Issuances of Guarantees of Indebtedness....................  54
Section 4.19.    Payments for Consent.....................................................  55
Section 4.20.    Designation of Restricted and Unrestricted Subsidiaries..................  55

                                          ARTICLE 5.
                                          SUCCESSORS

Section 5.01.    Merger, Consolidation, or Sale of Assets.................................  55
Section 5.02.    Successor Corporation Substituted........................................  56

                                          ARTICLE 6.
                                    DEFAULTS AND REMEDIES

Section 6.01.    Events of Default........................................................  56
Section 6.02.    Acceleration.............................................................  58
Section 6.03.    Other Remedies...........................................................  59
Section 6.04.    Waiver of Past Defaults..................................................  59
Section 6.05.    Control by Majority......................................................  59
Section 6.06.    Limitation on Suits......................................................  59
Section 6.07.    Rights of Holders of Notes to Receive Payment............................  60
Section 6.08.    Collection Suit by Trustee...............................................  60
Section 6.09.    Trustee May File Proofs of Claim.........................................  60
Section 6.10.    Priorities...............................................................  60
Section 6.11.    Undertaking for Costs....................................................  61

                                          ARTICLE 7.
                                           TRUSTEE

Section 7.01.    Duties of Trustee........................................................  61
Section 7.02.    Rights of Trustee........................................................  62
Section 7.03.    Individual Rights of Trustee.............................................  62
Section 7.04.    Trustee's Disclaimer.....................................................  63
Section 7.05.    Notice of Defaults.......................................................  63
Section 7.06.    Reports by Trustee to Holders of the Notes...............................  63
Section 7.07.    Compensation and Indemnity...............................................  63
Section 7.08.    Replacement of Trustee...................................................  64
Section 7.09.    Successor Trustee by Merger, etc.........................................  65
Section 7.10.    Eligibility; Disqualification............................................  65
Section 7.11.    Preferential Collection of Claims Against Company........................  65

                                          ARTICLE 8.
                           LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01.    Option to Effect Legal Defeasance or Covenant Defeasance.................  65
Section 8.02.    Legal Defeasance and Discharge...........................................  66
Section 8.03.    Covenant Defeasance......................................................  66
Section 8.04.    Conditions to Legal or Covenant Defeasance...............................  66
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                         <C>
Section 8.05.    Deposited Money and Government Securities to be Held in Trust; Other
                 Miscellaneous Provisions.................................................  67
Section 8.06.    Repayment to Company.....................................................  68
Section 8.07.    Reinstatement............................................................  68

                                          ARTICLE 9.
                               AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01.    Without Consent of Holders of Notes......................................  69
Section 9.02.    With Consent of Holders of Notes.........................................  69
Section 9.03.    Compliance with Trust Indenture Act......................................  71
Section 9.04.    Revocation and Effect of Consents........................................  71
Section 9.05.    Notation on or Exchange of Notes.........................................  71
Section 9.06.    Trustee to Sign Amendments, etc..........................................  71

                                         ARTICLE 10.
                                        SUBORDINATION

Section 10.01.    Agreement to Subordinate................................................  71
Section 10.02.    Liquidation; Dissolution; Bankruptcy....................................  72
Section 10.03.    Default on Designated Senior Debt.......................................  72
Section 10.04.    Acceleration of Notes...................................................  73
Section 10.05.    When Distribution Must Be Paid Over.....................................  73
Section 10.06.    Notice by Company.......................................................  73
Section 10.07.    Subrogation.............................................................  73
Section 10.08.    Relative Rights.........................................................  74
Section 10.09.    Subordination May Not Be Impaired by Company............................  74
Section 10.10.    Distribution or Notice to Representative................................  74
Section 10.11.    Rights of Trustee and Paying Agent......................................  74
Section 10.12.    Authorization to Effect Subordination...................................  75
Section 10.13.    Amendments..............................................................  75

                                         ARTICLE 11.
                                       NOTE GUARANTEES


Section 11.01.    Guarantee...............................................................  75
Section 11.02.    Subordination of Note Guarantee.........................................  76
Section 11.03.    Limitation on Guarantor Liability.......................................  76
Section 11.04.    Execution and Delivery of Note Guarantee................................  76
Section 11.05.    Guarantors May Consolidate, etc., on Certain Terms......................  77
Section 11.06.    Releases Following Sale of Assets.......................................  77

                                         ARTICLE 12.
                                  SATISFACTION AND DISCHARGE

Section 12.01.    Satisfaction and Discharge..............................................  78
Section 12.02.    Application of Trust Money..............................................  79

                                         ARTICLE 13.
                                        MISCELLANEOUS

Section 13.01.    Trust Indenture Act Controls............................................  79
Section 13.02.    Notices.................................................................  79
Section 13.03.    Communication by Holders of Notes with Other Holders of Notes...........  81
Section 13.04.    Certificate and Opinion as to Conditions Precedent......................  81
Section 13.05.    Statements Required in Certificate or Opinion...........................  81
</TABLE>

                                      iii
<PAGE>

<TABLE>
<S>                                                                                         <C>
Section 13.06.    Rules by Trustee and Agents.............................................  81
Section 13.07.    No Personal Liability of Directors, Officers, Employees and
                  Stockholders............................................................  81
Section 13.08.    Governing Law...........................................................  82
Section 13.09.    Submission to Jurisdiction; Service of Process; Waiver of Jury Trial....  82
Section 13.10.    No Adverse Interpretation of Other Agreements...........................  82
Section 13.11.    Successors..............................................................  82
Section 13.12.    Severability............................................................  82
Section 13.13.    Counterpart Originals...................................................  82
Section 13.14.    Table of Contents, Headings, etc........................................  83
</TABLE>
                                    EXHIBITS

Exhibit A-1  FORM OF NOTE
Exhibit A-2  FORM OF REGULATION S TEMPORARY GLOBAL NOTE
Exhibit B    FORM OF CERTIFICATE OF TRANSFER
Exhibit C    FORM OF CERTIFICATE OF EXCHANGE
Exhibit D    FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
Exhibit E    FORM OF NOTE GUARANTEE
Exhibit F    FORM OF SUPPLEMENTAL INDENTURE

                                       iv
<PAGE>

     INDENTURE dated as of March 16, 2001 among Nexstar Finance, L.L.C., a
Delaware limited liability company, and Nexstar Finance, Inc., a Delaware
corporation (together, the "Company"), as the joint and several obligors, the
Guarantors listed on Schedule I hereto (the "Guarantors") and United States
Trust Company of New York, as Trustee (the "Trustee").

     The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders of
the 12% Series A Senior Subordinated Notes due 2008 (the "Series A Notes") and
the 12% Series B Senior Subordinated Notes due 2008 (the "Series B Notes" and,
together with the Series A Notes, the "Notes"):

                                  ARTICLE 1.
                         DEFINITIONS AND INCORPORATION
                                 BY REFERENCE

Section 1.01.  Definitions.

     "144A Global Note" means a global note substantially in the form of Exhibit
A-1 hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of, and registered in the name of, the Depositary or
its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold in reliance on Rule 144A.

     "ABRY" means ABRY Partners, LLC.

     "ABRY III" means ABRY Broadcast Partners III, L.P., a Delaware limited
partnership.

     "ABRY Subordinated Debt" means indebtedness of Nexstar or any of its
Subsidiaries (other than the Company and the Restricted Subsidiaries) in
principal amount not to exceed $30.0 million in the aggregate at any time
outstanding (a) that is owed, directly or indirectly, to ABRY III, ABRY or any
other investment fund controlled by ABRY and the proceeds of which are
contributed to the equity capital of the Company, (b) which shall provide that:
(i) no payments of principal (or premium, if any) or interest on or otherwise
due in respect of such Indebtedness may be permitted for so long as any Default
or Event of Default exists and (ii) no payments in respect of interest, premium
or other amounts (other than principal) shall be payable in securities or
instruments of the Company or any Restricted Subsidiary, cash or other property
and (c) that shall automatically convert into common equity of Nexstar or any of
its Subsidiaries (other than the Company or any Restricted Subsidiary) within 18
months of the date of issuance thereof, unless refinanced.

     "Acquired Debt" means, with respect to any specified Person, (i)
Indebtedness of any other Person existing at the time such specified Person is
merged with or into or became a Subsidiary of such specified Person, whether or
not such Indebtedness is incurred in connection with, or in contemplation of,
such other Person merging with or into, or becoming a Subsidiary of, such
specified Person and (ii) Indebtedness secured by a Lien encumbering any asset
acquired by such specified Person.

     "Acquisition Debt" means Indebtedness the proceeds of which are utilized
solely to (x) acquire all or substantially all of the assets or a majority of
the Voting Stock of an existing television broadcasting business franchise or
station or (y) finance an LMA (including to repay or refinance indebtedness or
other obligations incurred in connection with such acquisition or LMA, as the
case may be, and to pay related fees and expenses).

                                       1
<PAGE>

     "Additional Notes" means up to $90.0 million aggregate principal amount of
Notes (other than the Initial Notes) issued under this Indenture in accordance
with Sections 2.02 and 4.09 hereof, as part of the same series as the Initial
Notes.

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

     "Agent" means any Registrar, Paying Agent or co-registrar.

     "Applicable Procedures" means, with respect to any transfer or exchange of
or for beneficial interests in any Global Note, the rules and procedures of the
Depositary, Euroclear and Clearstream that apply to such transfer or exchange.

     "Asset Sale" means:

       (1) the sale, lease, conveyance or other disposition of any assets or
     rights, other than in the ordinary course of business; provided that the
     sale, conveyance or other disposition of all or substantially all of the
     assets of the Company and the Restricted Subsidiaries taken as a whole will
     be governed by the provisions of this Indenture described in Sections 4.15
     and/or 5.01 and not by the provisions of Section 4.10; and

       (2) the issuance of Equity Interests in any Restricted Subsidiary of the
     Company or any Guarantor or the sale of Equity Interests in any Restricted
     Subsidiary of the Company or any Guarantor.

     Notwithstanding the preceding, the following items will not be deemed to be
     Asset Sales:

       (1) any single transaction or series of related transactions that
     involves assets or Equity Interests having a fair market value of $1.0
     million or less;

       (2) a transfer of assets between or among the Company and Restricted
     Subsidiaries;

       (3) an issuance of Equity Interests to the Company or to another
     Restricted Subsidiary;

       (4) the sale or lease of equipment, inventory, accounts receivable or
     other assets in the ordinary course of business;

       (5) the sale and leaseback of any assets within 90 days of the
     acquisition thereof;

       (6) foreclosures on assets;

       (7) the disposition of equipment no longer used or useful in the business
     of such entity;

       (8) the sale or other disposition of cash or Cash Equivalents;

       (9) a Restricted Payment or Permitted Investment that is permitted by
     Section 4.07 ; and

      (10) the licensing of intellectual property.

                                       2
<PAGE>

  "Attributable Debt" in respect of a sale and leaseback transaction means, at
the time of determination, the present value of the obligation of the lessee for
net rental payments during the remaining term of the lease included in such sale
and leaseback transaction including any period for which such lease has been
extended or may, at the option of the lessor, be extended. Such present value
shall be calculated using a discount rate equal to the rate of interest implicit
in such transaction, determined in accordance with GAAP.

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

  "Bastet/Mission" means Bastet Broadcasting, Inc. and Mission Broadcasting of
Wichita Falls, Inc.

  "Bastet/Mission Entities" means Bastet/Mission and any Person that is a direct
or indirect Subsidiary of Bastet/Mission.

  "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and
Rule 13d-5 under the Exchange Act.  The terms "Beneficially Owns" and
"Beneficially Owned" have a corresponding meaning.

  "Board of Directors" means, as to any Person, the board of directors of such
Person (or if such Person is a limited liability company, the board of managers
of such Person) or similar governing body or any duly authorized committee
thereof.

  "Broker-Dealer" has the meaning set forth in the Registration Rights
Agreement.

  "Business Day" means any day other than a Legal Holiday.

  "Capital Lease Obligation" means, at the time any determination is to be made,
the amount of the liability in respect of a capital lease that would at that
time be required to be capitalized on a balance sheet in accordance with GAAP.

  "Capital Stock" means:

       (1) in the case of a corporation, corporate stock;

       (2) in the case of an association or business entity, any and all shares,
  interests, participations, rights or other equivalents (however designated) of
  corporate stock;

       (3) in the case of a partnership or limited liability company,
  partnership or membership interests (whether general or limited); and

       (4) any other interest or participation that confers on a Person the
  right to receive a share of the profits and losses of, or distributions of
  assets of, the issuing Person.

  "Cash Equivalents" means (i) United States dollars; (ii) securities issued or
directly and fully guaranteed or insured by the United States government or any
agency or instrumentality of the United States government (provided that the
full faith and credit of the United States is pledged in support of those
securities) having maturities of not more than one year from the date of
acquisition; (iii) certificates of deposit and eurodollar time deposits with
maturities of one year or less from the date of acquisition, bankers'
acceptances with maturities not exceeding one year and overnight bank deposits,
in each case,

                                       3
<PAGE>

with (x) any lender party to the Credit Agreements, (y) any domestic commercial
bank having capital and surplus in excess of $500.0 million and a Thompson Bank
Watch Rating of "B" or better, or (z) Brown Brothers Harriman; (iv) repurchase
obligations with a term of not more than 30 days for underlying securities of
the types described in clauses (ii) and (iii) above entered into with any
financial institution meeting the qualifications specified in clause (iii)
above; (v) commercial paper having one of the two highest ratings obtainable
from Moody's Investors Service, Inc. or Standard & Poor's Rating Services and in
each case maturing within one year after the date of acquisition; and (vi) money
market funds at least 95% of the assets of which constitute Cash Equivalents of
the kinds described in clauses (i) through (v) of this definition.

     "Change of Control" means the occurrence of any of the following:

       (1) the direct or indirect sale, transfer, conveyance or other
     disposition (other than by way of merger or consolidation), in one or a
     series of related transactions, of all or substantially all of the
     properties or assets of the Company and the Restricted Subsidiaries taken
     as a whole to any "person" (as that term is used in Section 13(d)(3) of the
     Exchange Act) other than a Principal or a Related Party of a Principal;

       (2) the adoption of a plan relating to the liquidation or dissolution of
     the Company;

       (3) the consummation of any transaction (including, without limitation,
     any merger or consolidation) the result of which is that any "person" (as
     defined above), other than the Principals and their Related Parties,
     becomes the Beneficial Owner, directly or indirectly, of more than 50% of
     the Voting Stock of the Company, measured by voting power rather than
     number of shares; or

       (4) the first day on which a majority of the members of the Board of
     Directors of the Company are not Continuing Directors.

     "Clearstream" means Clearstream Banking, SA.

     "Company" means Nexstar Finance, L.L.C. and Nexstar Finance, Inc., and any
and all successors thereto.

     "Consolidated Cash Flow" means, with respect to any specified Person for
any period, the Consolidated Net Income of such Person for such period plus:

       (1) an amount equal to any extraordinary loss plus any net loss realized
     by such Person or any of the Restricted Subsidiaries in connection with (a)
     an Asset Sale or (b) the disposition of any securities by such Person or
     any of the Restricted Subsidiaries or the extinguishment of any
     Indebtedness of such Person or any of the Restricted Subsidiaries, to the
     extent such losses were deducted in computing such Consolidated Net Income;
     plus

       (2) provision for taxes based on income or profits of such Person and the
     Restricted Subsidiaries for such period, to the extent that such provision
     for taxes was deducted in computing such Consolidated Net Income; plus

       (3) Consolidated Interest Expense of such Person and the Restricted
     Subsidiaries for such period, whether paid or accrued and whether or not
     capitalized (including, without limitation, amortization of debt issuance
     costs and original issue discount, non-cash interest payments, the interest
     component of any deferred payment obligations, the interest component of

                                       4
<PAGE>

     all payments associated with Capital Lease Obligations, imputed interest
     with respect to Attributable Debt, commissions, discounts and other fees
     and charges incurred in respect of letter of credit or bankers' acceptance
     financings, and net of the effect of all payments made or received pursuant
     to Hedging Obligations), to the extent that any such expense was deducted
     in computing such Consolidated Net Income; plus

       (4) depreciation, amortization (including amortization of goodwill and
     other intangibles and amortization of programming costs but excluding
     amortization of prepaid cash expenses that were paid in a prior period) and
     other non-cash expenses (excluding any such non-cash expense to the extent
     that it represents an accrual of or reserve for cash expenses in any future
     period or amortization of a prepaid cash expense that was paid in a prior
     period) of such Person and the Restricted Subsidiaries for such period to
     the extent that such depreciation, amortization and other non-cash expenses
     were deducted in computing such Consolidated Net Income; plus

       (5) any extraordinary or non-recurring expenses of such Person and the
     Restricted Subsidiaries for such period to the extent that such charges
     were deducted in computing such Consolidated Net Income; plus

       (6) any non-capitalized transaction costs incurred in connection with
     actual or proposed financings, acquisitions or transactions; minus

       (7) non-cash items increasing such Consolidated Net Income for such
     period, other than the accrual of revenue in the ordinary course of
     business; minus

       (8) programming rights payments made during such period,

in each case, on a consolidated basis and determined in accordance with GAAP.

     Notwithstanding the preceding, the provision for taxes based on the income
or profits of, and the depreciation and amortization and other non-cash expenses
of, a Subsidiary of the Company will be added to Consolidated Net Income to
compute Consolidated Cash Flow of the Company only to the extent that a
corresponding amount would be permitted at the date of determination to be
dividended or otherwise paid to the Company by such Subsidiary without prior
governmental approval (that has not been obtained), and without direct or
indirect restriction pursuant to the terms of its charter and all agreements,
instruments, judgments, decrees, orders, statutes, rules and governmental
regulations applicable to that Subsidiary or its stockholders. This paragraph
does not apply to the Bastet/Mission Entities.

     "Consolidated Interest Expense" means, with respect to any Person for any
period, the sum, without duplication of:

       (1) the consolidated interest expense of such Person and the Restricted
     Subsidiaries for such period, whether paid or accrued (including, without
     limitation, amortization of original issue discount, non-cash interest
     payments, the interest component of any deferred payment obligations, the
     interest component of all payments associated with Capital Lease
     Obligations, imputed interest with respect to Attributable Debt,
     commissions, discounts and other fees and charges incurred in respect of
     letter of credit or bankers' acceptance financings, and net payments (if
     any) pursuant to Hedging Obligations);

       (2) the consolidated interest expense of such Person and the Restricted
     Subsidiaries that was capitalized during such period;

                                       5
<PAGE>

       (3) any interest expense on Indebtedness of another Person that is
     guaranteed by such Person or any of the Restricted Subsidiaries or secured
     by a Lien on assets of such Person or any of the Restricted Subsidiaries
     (whether or not such Guarantee or Lien is called upon); and

       (4) the product of:

           (a)  all cash dividend payments (and non-cash dividend payments in
     the case of a Person that is a Restricted Subsidiary) on any series of
     preferred stock of such Person or any of the Restricted 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.

     "Consolidated Net Income" means, with respect to any specified Person for
any period, the aggregate of the Net Income of such Person and the Restricted
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; provided that:

       (1) the Net Income (but not loss) of any Person that is not a Restricted
     Subsidiary or that is accounted for by the equity method of accounting will
     be included only to the extent of the amount of dividends or distributions
     paid in cash to the specified Person or a Restricted Subsidiary of the
     Person;

       (2) the Net Income of any Restricted Subsidiary of the Company will be
     excluded to the extent that the declaration or payment of dividends or
     similar distributions by that Restricted Subsidiary of that Net Income is
     not at the date of determination permitted without any prior governmental
     approval (that has not been obtained) or, directly or indirectly, by
     operation of the terms of its charter or any agreement, instrument,
     judgment, decree, order, statute, rule or governmental regulation
     applicable to that Restricted Subsidiary or its stockholders; provided that
     this clause (2) does not apply to the Bastet/Mission Entities;

       (3) the Net Income of any Person acquired in a pooling of interests
     transaction for any period prior to the date of such acquisition will be
     excluded; and

       (4) the cumulative effect of a change in accounting principles will be
     excluded.

     "Continuing Directors" means, as of any date of determination, any member
of the Board of Directors of the Company or Nexstar, as applicable, who (i) was
a member of such Board of Directors on the date of this Indenture; (ii) was
nominated for election or elected to such Board of Directors with the approval
of a majority of the Continuing Directors who were members of such Board at the
time of such nomination or election; or (iii) was nominated by Principals
beneficially owning at least 20% of the Voting Stock of the Company.

     "Control Investment Affiliate" means any Person, any other Person which (a)
directly or indirectly, is in control of, is controlled by, or is under common
control with, such Person and (b) is organized by such Person primarily for the
purpose of making equity or debt investments in one or more companies or a
Person controlled by such Person. For purposes of this definition, "control" of
a Person means the power, directly or indirectly, to direct or cause the
direction of the management and policies of such Person whether by contract or
otherwise.

                                       6
<PAGE>

  "Corporate Trust Office of the Trustee" shall be at the address of the Trustee
specified in Section 12.02 hereof or such other address as to which the Trustee
may give notice to the Company.

  "Credit Agreements" means (a) that certain Credit Agreement, dated as of
January 12, 2001, by and among the Company, the guarantors party thereto, Bank
of America, N.A., as administrative agent and the lenders party thereto,
providing for up to $232.0 million aggregate principal amount of credit
borrowings, including any related notes, Guarantees, collateral documents,
instruments and agreements executed in case as amended, modified, renewed,
refunded, replaced or refinanced from time to time (including any increase in
principal amount whether or not with the same lenders or agents), and (b) that
certain Credit Agreement, dated as of January 12, 2001, by and among
Bastet/Mission, the guarantors party thereto, Bank of America, N.A., as
administrative agent and the lenders party thereto, providing for up to $43.0
million aggregate principal amount of credit borrowings, including any related
notes, Guarantees, collateral documents, instruments and agreements executed in
connection therewith, and in each case as amended, modified, renewed, refunded,
replaced or refinanced from time to time (including any increase in principal
amount).

  "Credit Facilities" means, one or more debt facilities (including, without
limitation, the Credit Agreements) or commercial paper facilities, in each case
with banks or other institutional lenders providing for revolving credit loans,
term loans, receivables financing (including through the sale of receivables to
such lenders or to special purpose entities formed to borrow from such lenders
against such receivables) or letters of credit, in each case, as amended,
restated, modified, renewed, refunded, replaced or refinanced in whole or in
part from time to time.

  "Custodian" means the Trustee, as custodian with respect to the Notes in
global form, or any successor entity thereto.

  "Default" means any event that is, or with the passage of time or the giving
of notice or both would be, an Event of Default.

  "Definitive Note" means a certificated Note registered in the name of the
Holder thereof and issued in accordance with Section 2.06 hereof, substantially
in the form of Exhibit A-1 hereto except that such Note shall not bear the
Global Note Legend and shall not have the "Schedule of Exchanges of Interests in
the Global Note" attached thereto.

  "Depositary" means, with respect to the Notes issuable or issued in whole or
in part in global form, the Person specified in Section 2.03 hereof as the
Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

  "Designated Senior Debt" means (i) any Indebtedness outstanding under the New
Credit Agreement and (ii) any other Senior Debt permitted hereunder the
principal amount of which is $25.0 million or more and that has been designated
by the Company as "Designated Senior Debt."

  "Disqualified Stock" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder of the Capital Stock), or
upon the happening of any event, matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or redeemable at the option of the
holder of the Capital Stock, in whole or in part, on or prior to the date on
which the Notes mature.  Notwithstanding the preceding sentence, any Capital
Stock that would constitute Disqualified Stock solely because the holders of the
Capital Stock have the right to require the Company to repurchase such Capital
Stock upon the occurrence of a change of control or an asset sale will not
constitute Disqualified Stock if the terms of

                                       7
<PAGE>

such Capital Stock provide that the Company may not repurchase or redeem any
such Capital Stock pursuant to such provisions unless such repurchase or
redemption complies with the provisions of Section 4.07.

  "Domestic Subsidiary" means any Subsidiary that was formed under the laws of
the United States or any state of the United States or the District of Columbia.

  "Equity Interests" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

  "Equity Offering" means an offering of Capital Stock (other than Disqualified
Stock) of (x) the Company or (y) Nexstar or one of its Subsidiaries (other than
a Subsidiary of the Company or a member of the Mission/Bastet Group), the net
proceeds of which are contributed to the Company, in each case to any Person
that is not an Affiliate of the Company, which offering results in at least
$35.0 million of net aggregate proceeds to the Company.

  "Euroclear" means Morgan Guaranty Trust Company of New York, Brussels office,
as operator of the Euroclear system.

  "Exchange Act" means the Securities Exchange Act of 1934, as amended.

  "Exchange Notes" means the Notes issued in the Exchange Offer pursuant to
Section 2.06(f) hereof.

  "Exchange Offer" has the meaning set forth in the Registration Rights
Agreement.

  "Exchange Offer Registration Statement" has the meaning set forth in the
Registration Rights Agreement.

  "Existing Indebtedness" means Indebtedness of the Company and the Restricted
Subsidiaries (other than Indebtedness under the Credit Agreements) in existence
on the date of this Indenture, until such amounts are repaid.

  "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect on the date of this Indenture.

  "Global Notes" means, individually and collectively, each of the Restricted
Global Notes and the Unrestricted Global Notes, substantially in the form of
Exhibit A hereto issued in accordance with Section 2.01, 2.06(b)(iv),
2.06(d)(ii) or 2.06(f) hereof.

  "Global Note Legend" means the legend set forth in Section 2.06(g)(ii), which
is required to be placed on all Global Notes issued under this Indenture.

  "Government Securities" means direct obligations of, or obligations guaranteed
by, the United States of America, and the payment for which the United States
pledges its full faith and credit.

  "Guarantee" means a guarantee other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or
indirect, in any manner including, without

                                       8
<PAGE>

limitation, by way of a pledge of assets or through letters of credit and
reimbursement agreements in respect thereof, of all or any part of any
Indebtedness.

     "Guarantors" means each of:

       (1) the Company's Domestic Subsidiaries on the date hereof;

       (2) the Bastet/Mission Entities on the date hereof; and

       (3) any other subsidiary of the Company or Bastet/Mission that executes a
     Note Guarantee in accordance with the provisions of this Indenture;

and their respective successors and assigns.

     "Hedging Obligations" means, with respect to any specific Person, the
obligations of such Person under (i) interest rate swap agreements, interest
rate cap agreements and interest rate collar agreements and (ii) other
agreements or arrangements designed to protect such Person against fluctuations
in interest rates, currency rates or commodity prices.

     "Holder" means a Person in whose name a Note is registered.

     "IAI Global Note" means the global Note substantially in the form of
Exhibit A-1 hereto bearing the Global Note Legend and the Private Placement
Legend and deposited with or on behalf of and registered in the name of the
Depositary or its nominee that will be issued in a denomination equal to the
outstanding principal amount of the Notes sold to Institutional Accredited
Investors.

     "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent:

       (1)  in respect of borrowed money;

       (2) evidenced by bonds, notes, debentures or similar instruments or
     letters of credit (or reimbursement agreements in respect thereof);

       (3) in respect of banker's acceptances;

       (4) representing Capital Lease Obligations;

       (5) representing the balance deferred and unpaid of the purchase price of
     any property, except any such balance that constitutes an accrued expense
     or trade payable; or

       (6) representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP. In addition, the term
"Indebtedness'' includes all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by
the specified Person) and, to the extent not otherwise included, the Guarantee
by the specified Person of any indebtedness of any other Person; provided that
Indebtedness shall not include our pledge of the Capital Stock of one of our
Unrestricted Subsidiaries to secure Non-Recourse Debt of that Unrestricted
Subsidiary.

  The amount of any Indebtedness outstanding as of any date will be:

                                       9
<PAGE>

       (1) the accreted value of the Indebtedness, in the case of any
  Indebtedness issued with original issue discount; and

       (2) the principal amount of the Indebtedness, together with any interest
  on the Indebtedness that is more than 30 days past due, in the case of any
  other Indebtedness.

  "Indenture" means this Indenture, as amended or supplemented from time to
time.

  "Indirect Participant" means a Person who holds a beneficial interest in a
Global Note through a Participant.

  "Initial Notes" means the first $160.0 million aggregate principal amount of
Notes issued under this Indenture on the date hereof.

  "Institutional Accredited Investor" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, who are not also QIBs.

  "Investments" means, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the forms
of loans (including Guarantees or other obligations), advances or capital
contributions (excluding commission, travel and similar advances to officers and
employees made in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP.  If the Company
or any Restricted Subsidiary sells or otherwise disposes of any Equity Interests
of any direct or indirect Restricted Subsidiary such that, after giving effect
to any such sale or disposition, such Person is no longer a Restricted
Subsidiary, the Company will be deemed to have made an Investment on the date of
any such sale or disposition equal to the fair market value of the Equity
Interests of such Restricted Subsidiary not sold or disposed of in an amount
determined as provided in the final paragraph of Section 4.07.

  "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed.  If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue on
such payment for the intervening period.

  "Letter of Transmittal" means the letter of transmittal to be prepared by the
Company and sent to all Holders of the Notes for use by such Holders in
connection with the Exchange Offer.

  "Leverage Ratio" means the ratio of (i) the aggregate outstanding amount of
Indebtedness of each of the Company and the Restricted Subsidiaries as of the
last day of the most recently ended fiscal quarter for which financial
statements are internally available as of the date of calculation on a combined
consolidated basis in accordance with GAAP (subject to the terms described in
the next paragraph) plus the aggregate liquidation preference of all outstanding
Disqualified Stock of the Company and preferred stock of the Restricted
Subsidiaries (except preferred stock issued to the Company or a Restricted
Subsidiary) as of the last day of such fiscal quarter to (ii) the aggregate
Consolidated Cash Flow of the Company for the last four full fiscal quarters for
which financial statements are internally available ending on or prior to the
date of determination (the "Reference Period").

  For purposes of this definition, (i) the amount of Indebtedness which is
issued at a discount shall be deemed to be the accreted value of such
Indebtedness as of the last day of the Reference Period, whether or not such
amount is the amount then reflected on a balance sheet prepared in accordance
with

                                       10
<PAGE>

GAAP, and (ii) the aggregate outstanding principal amount of Indebtedness
of the Company and the Restricted Subsidiaries and the aggregate liquidation
preference of all outstanding preferred stock of the Restricted Subsidiaries for
which such calculation is made shall be determined on a pro forma basis as if
the Indebtedness and preferred stock giving rise to the need to perform such
calculation had been incurred and issued and the proceeds therefrom had been
applied, and all other transactions in respect of which such Indebtedness is
being incurred or preferred stock is being issued had occurred, on the first day
of such Reference Period. In addition to the foregoing, for purposes of this
definition, the Leverage Ratio shall be calculated on a pro forma basis after
giving effect to (i) the incurrence of the Indebtedness of such Person and the
Restricted Subsidiaries and the issuance of the preferred stock of such
Subsidiaries (and the application of the proceeds therefrom) giving rise to the
need to make such calculation and any incurrence (and the application of the
proceeds therefrom) or repayment of other Indebtedness or preferred stock, at
any time subsequent to the beginning of the Reference Period and on or prior to
the date of determination (including any such incurrence or issuance which is
the subject of an Incurrence Notice delivered to the Trustee during such period
pursuant to clause (xiii) of the definition of Permitted Debt), as if such
incurrence or issuance (and the application of the proceeds thereof), or the
repayment, as the case may be, occurred on the first day of the Reference Period
(except that, in making such computation, the amount of Indebtedness under any
revolving credit facility shall be computed based upon the average balance of
such Indebtedness at the end of each month during such period) and (ii) any
acquisition at any time on or subsequent to the first day of the Reference
Period and on or prior to the date of determination (including any such
incurrence or issuance which is the subject of an Incurrence Notice delivered to
the Trustee during such period pursuant to clause (xiii) of the definition of
Permitted Debt), as if such acquisition (including the incurrence, assumption or
liability for any such Indebtedness and the issuance of such preferred stock and
also including any Consolidated Cash Flow associated with such acquisition)
occurred on the first day of the Reference Period giving pro forma effect to any
non-recurring expenses, non-recurring costs and cost reductions within the first
year after such acquisition the Company reasonably anticipates in good faith if
the Company delivers to the Trustee an officer's certificate executed by the
chief financial or accounting officer of the Company certifying to and
describing and quantifying with reasonable specificity such non-recurring
expenses, non-recurring costs and cost reductions. Furthermore, in calculating
Consolidated Interest Expense for purposes of the calculation of Consolidated
Cash Flow, (a) interest on Indebtedness determined on a fluctuating basis as of
the date of determination (including Indebtedness actually incurred on the date
of the transaction giving rise to the need to calculate the Leverage Ratio) and
which will continue to be so determined thereafter shall be deemed to have
accrued at a fixed rate per annum equal to the rate of interest on such
Indebtedness as in effect on the date of determination and (b) notwithstanding
(a) above, interest determined on a fluctuating basis, to the extent such
interest is covered by Hedging Obligations, shall be deemed to accrue at the
rate per annum resulting after giving effect to the operation of such
agreements.

     "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

     "Liquidated Damages" means all liquidated damages then owing pursuant to
Section 5 of the Registration Rights Agreement

     "LMA" means a local marketing arrangement, joint sales agreement, time
brokerage agreement, shared services agreement, management agreement or similar
arrangement pursuant to which a Person, subject to customary preemption rights
and other limitations (i) obtains the right to sell a portion of the advertising
inventory of a television station of which a third party is the licensee, (ii)
obtains the right to

                                       11
<PAGE>

exhibit programming and sell advertising time during a portion of the air time
of a television station or (iii) manages a portion of the operations of a
television station.

     "Net Income" means, with respect to any specified Person, the net income
(loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding, however, (i) any
gain (but not loss), together with any related provision for taxes on such gain
(but not loss), realized in connection with (a) any Asset Sale, or (b) the
disposition of any securities by such Person or any of the Restricted
Subsidiaries or the extinguishment of any Indebtedness of such Person or any of
the Restricted Subsidiaries or the extinguishment of any Indebtedness of such
Person or any of the Restricted Subsidiaries; and (ii) any extraordinary gain
(but not loss), together with any related provision for taxes on such
extraordinary gain (but not loss).

     "Net Proceeds" means the aggregate cash proceeds received by the Company or
any of the Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale), net of the direct costs
relating to such Asset Sale, including, without limitation, legal, accounting
and investment banking fees, and sales commissions, and any relocation expenses
incurred as a result of the Asset Sale, taxes paid or payable as a result of the
Asset Sale, in each case, after taking into account any available tax credits or
deductions and any tax sharing arrangements, and amounts required to be applied
to the repayment of Indebtedness, other than Senior Debt, secured by a Lien on
the asset or assets that were the subject of such Asset Sale and any reserve for
adjustment in respect of the sale price of such asset or assets established in
accordance with GAAP.

     "Nexstar" means Nexstar Broadcasting Group, L.L.C., the indirect parent of
the Company, and any successor thereto.

     "Non-Recourse Debt" means Indebtedness:

          (1)  as to which neither the Company, the Guarantors, nor any of the
     Restricted Subsidiaries (a) provides credit support of any kind (including
     any undertaking, agreement or instrument that would constitute
     Indebtedness), (b) is directly or indirectly liable as a guarantor or
     otherwise, or (c) constitutes the lender;

          (2)  no default with respect to which (including any rights that the
     holders of the Indebtedness may have to take enforcement action against an
     Unrestricted Subsidiary) would permit upon notice, lapse of time or both
     any holder of any other Indebtedness (other than the Notes) of the Company,
     the Guarantors, or any of the Restricted Subsidiaries to declare a default
     on such other Indebtedness or cause the payment of the Indebtedness to be
     accelerated or payable prior to its Stated Maturity; and

          (3)  as to which the lenders have been notified in writing that they
     will not have any recourse to the stock or assets of the Company, the
     Guarantors, or any of the Restricted Subsidiaries (other than the Capital
     Stock of an Unrestricted Subsidiary).

     "Non-U.S. Person" means a Person who is not a U.S. Person "Non-Recourse
Debt" means Indebtedness:

     "Note Guarantee" means the Guarantee by each Guarantor of the Company's
payment obligations under this Indenture and on the Notes, executed pursuant to
the provisions of this Indenture.

                                       12
<PAGE>

     "Notes" has the meaning assigned to it in the preamble to this Indenture.
The Initial Notes and the Additional Notes shall be treated as a single class
for all purposes under this Indenture.

     "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness and in all cases whether direct or
indirect, absolute or contingent, now outstanding or hereafter created, assumed
or incurred and including, without limitation, interest accruing subsequent to
the filing of a petition in bankruptcy or the commencement of any insolvency,
reorganization or similar proceedings at the rate provided in the relevant
documentation, whether or not an allowed claim, and any obligation to redeem or
defease any of the foregoing.

     "Offering" means the offering of the Notes by the Company.

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

       "Officers' Certificate" means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements of
Section 13.05 hereof.

     "Opinion of Counsel" means an opinion from legal counsel who is reasonably
acceptable to the Trustee, that meets the requirements of Section 13.05 hereof.
The counsel may be an employee of or counsel to the Company, any Subsidiary of
the Company or the Trustee.

     "Participant" means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to DTC, shall include Euroclear and
Clearstream).

     "Permitted Asset Swap" means, with respect to any Person, the substantially
concurrent exchange of assets of such Person (including Equity Interests of a
Restricted Subsidiary) for assets of another Person, which assets are useful to
the business of such aforementioned Person.

     "Permitted Business" means any business engaged in by the Company or the
Restricted Subsidiaries as of the Closing Date or any business reasonably
related, ancillary or complementary thereto.

     "Permitted Investments" means:

          (1) any Investment in the Company or in a Restricted Subsidiary;

          (2) any Investment in Cash Equivalents;

          (3) any Investment by the Company or any Restricted Subsidiary in a
Person, if as a result of such Investment:

               (a) such Person becomes a Restricted Subsidiary; or

               (b) such Person is merged, consolidated or amalgamated with or
     into, or transfers or conveys substantially all of its assets to, or is
     liquidated into, the Company or a Subsidiary;

                                       13
<PAGE>

          (4) any Investment made as a result of the receipt of non-cash
     consideration from an Asset Sale that was made pursuant to and in
     compliance with Section 4.10;

          (5) any acquisition of assets solely in exchange for the issuance of
     Equity Interests (other than Disqualified Stock) of the Company;

          (6) any Investments received in compromise of obligations of such
     persons incurred in the ordinary course of trade creditors or customers
     that were incurred in the ordinary course of business, including pursuant
     to any plan of reorganization or similar arrangement upon the bankruptcy or
     insolvency of any trade creditor or customer;

          (7) Hedging Obligations;

          (8) guarantees of loans to management incurred pursuant to clause (14)
     of the definition of Permitted Debt; or

          (9) other Investments in any Person having an aggregate fair market
     value (measured on the date each such Investment was made and without
     giving effect to subsequent changes in value), when taken together with all
     other Investments made pursuant to this clause (9) that are at the time
     outstanding, not to exceed $5.0 million.

     "Permitted Junior Securities" means Equity Interests in the Company or any
Guarantor or debt securities that are subordinated to all Senior Debt (and any
debt securities issued in exchange for Senior Debt) to substantially the same
extent as, or to a greater extent than, the Notes and the Note Guarantees are
subordinated to Senior Debt pursuant to this Indenture.

     "Permitted Liens" means:

          (1) Liens securing Senior Debt that was permitted by the terms of this
     Indenture to be incurred;

          (2) Liens in favor of the Company or the Restricted Subsidiaries;

          (3) Liens on property of a Person existing at the time such Person is
     merged with or into or consolidated with the Company or any Restricted
     Subsidiary; provided that such Liens were not incurred in contemplation of
     such merger or consolidation and do not extend to any assets other than
     those of the Person merged into or consolidated with the Company or the
     Restricted Subsidiary;

          (4) Liens on property existing at the time of acquisition of the
     property by the Company or any Restricted Subsidiary; provided that such
     Liens were not incurred in contemplation of such acquisition;

          (5) Liens to secure the performance of statutory obligations, surety
     or appeal bonds, performance bonds or other obligations of a like nature
     incurred in the ordinary course of business;

          (6) Liens to secure Indebtedness (including Capital Lease Obligations)
     initially permitted by clause (xi) of the second paragraph of Section 4.09
     covering only the assets acquired with such Indebtedness;

                                       14
<PAGE>

       (7) Liens existing on the date hereof;

       (8) Liens for taxes, assessments or governmental charges or claims that
     are not yet delinquent or that are being contested in good faith by
     appropriate proceedings promptly instituted and diligently concluded;
     provided that any reserve or other appropriate provision as is required in
     conformity with GAAP has been made therefor;

       (9) Liens incurred in the ordinary course of business of the Company or
     any Restricted Subsidiary with respect to obligations that do not exceed
     $5.0 million at any one time outstanding;

       (10) Liens on assets of Unrestricted Subsidiaries that secure Non-
     Recourse Debt of Unrestricted Subsidiaries;

       (11) Liens securing Permitted Refinancing Indebtedness where the Liens
     securing indebtedness being refinanced were permitted under this Indenture;

       (12) easements, rights-of-way, zoning and similar restrictions and other
     similar encumbrances or title defects incurred or imposed, as applicable,
     in the ordinary course of business and consistent with industry practices;

       (13) any interest or title of a lessor under any Capital Lease
     Obligation;

       (14) Liens securing reimbursement obligations with respect to commercial
     letters of credit which encumber documents and other property relating to
     letters of credit and products and proceeds thereof;

       (15) Liens encumbering deposits made to secure obligations arising from
     statutory, regulatory, contractual or warranty, including rights of offset
     and set-off;

       (16) Liens securing Hedging Obligations which Hedging Obligations relate
     to indebtedness that is otherwise permitted under this Indenture;

       (17) leases or subleases granted to others;

       (18) Liens under licensing agreements;

       (19) Liens arising from filing Uniform Commercial Code financing
     statements regarding leases;

       (20) judgment Liens not giving rise to an Event of Default;

       (21) Liens encumbering property of the Company or a Restricted Subsidiary
     consisting of carriers, warehousemen, mechanics, materialmen, repairmen and
     landlords and other Liens arising by operation of law and incurred in the
     ordinary course of business for sums which are not overdue or which are
     being contested in good faith by appropriate proceedings and (if so
     contested) for which appropriate reserves with respect thereto have been
     established and maintained on the books of the Company or a Restricted
     Subsidiary in accordance with GAAP; and

                                       15
<PAGE>

       (22) Liens encumbering property of the Company or a Restricted Subsidiary
     incurred in the ordinary course of business in connection with workers'
     compensation, unemployment insurance, or other forms of governmental
     insurance or benefits, or to secure performance of bids, tenders, statutory
     obligations, leases, and contracts (other than for Indebtedness) entered
     into in the ordinary course of business of the Company or a Restricted
     Subsidiary.

     "Permitted Refinancing Indebtedness" means any Indebtedness of the Company
or any of the Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of the Restricted Subsidiaries
(other than intercompany Indebtedness); provided that:

       (1) the principal amount (or accreted value, if applicable) of such
     Permitted Refinancing Indebtedness does not exceed the principal amount (or
     accreted value, if applicable) of the Indebtedness extended, refinanced,
     renewed, replaced, defeased or refunded (plus all accrued interest on the
     Indebtedness and the amount of all expenses and premiums incurred in
     connection therewith);

       (2) such Permitted Refinancing Indebtedness has a final maturity date
     later than the final maturity date of, and has 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, defeased or
     refunded;

       (3) if the Indebtedness being extended, refinanced, renewed, replaced,
     defeased or refunded is subordinated in right of payment to the Notes, such
     Permitted Refinancing Indebtedness has a final maturity date later than the
     final maturity date of, and is subordinated in right of payment to, the
     Notes on terms at least as favorable to the Holders of Notes as those
     contained in the documentation governing the Indebtedness being extended,
     refinanced, renewed, replaced, defeased or refunded; and

       (4) such Indebtedness is incurred by the Company, by a Guarantor, or by
     the Restricted Subsidiary who is the obligor on the Indebtedness being
     extended, refinanced, renewed, replaced, defeased or refunded.

     "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited
liability company or government or other entity.

     "Principals" means (i) ABRY and its Control Investment Affiliates,
including ABRY III and (ii) the members of management of the Company or any of
the Restricted Subsidiaries of the Company, in each case, together with any
spouse or immediate family member (including adoptive children), estate, heirs,
executors, personal representatives and administrators of such Person.

     "Private Placement Legend" means the legend set forth in Section 2.06(g)(i)
to be placed on all Notes issued under this Indenture except where otherwise
permitted by the provisions of this Indenture.

     "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

     "Registration Rights Agreement" means the Registration Rights Agreement,
dated as of March 16, 2001, by and among the Company and the other parties named
on the signature pages thereof, as such agreement may be amended, modified or
supplemented from time to time, and, with respect to any Additional Notes, one
or more registration rights agreements between the Company and the other parties
thereto, as such agreement(s) may be amended, modified or supplemented from time
to time, relating to

                                       16
<PAGE>

rights given by the Company to the purchasers of Additional Notes to register
such Additional Notes under the Securities Act."

     "Regulation S" means Regulation S promulgated under the Securities Act.

     "Regulation S Global Note" means a Regulation S Temporary Global Note or
Regulation S Permanent Global Note, as appropriate.

     "Regulation S Permanent Global Note" means a permanent global Note in the
form of Exhibit A-1 hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of and registered in the name
of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Regulation S Temporary Global Note upon
expiration of the Restricted Period.

     "Regulation S Temporary Global Note" means a temporary global Note in the
form of Exhibit A-2 hereto bearing the Private Placement Legend and deposited
with or on behalf of and registered in the name of the Depositary or its
nominee, issued in a denomination equal to the outstanding principal amount of
the Notes initially sold in reliance on Rule 903 of Regulation S.

     "Related Party" means:

          (1) any controlling stockholder, 80% (or more) owned Subsidiary, or
     immediate family member (in the case of an individual) of any Principal; or

          (2) any trust, corporation, partnership or other entity, the
     beneficiaries, stockholders, partners, owners or Persons beneficially
     holding an 80% or more controlling interest of which consist of any one or
     more Principals and/or such other Persons referred to in the immediately
     preceding clause (1).

     "Representative" means this Indenture Trustee or other Trustee, agent or
representative for any Senior Debt.

     "Responsible Officer," when used with respect to the Trustee, means any
officer within the Corporate Trust Administration of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

     "Restricted Definitive Note" means a Definitive Note bearing the Private
Placement Legend.

     "Restricted Global Note" means a Global Note bearing the Private Placement
Legend.

     "Restricted Investment" means any Investment other than a Permitted
Investment.

     "Restricted Period" means the 40-day restricted period as defined in
Regulation S./)/

     "Restricted Subsidiary" means all current and future Domestic Subsidiaries
of the Company, other than Unrestricted Subsidiaries, and all Bastet/Mission
Entities, other than Unrestricted Subsidiaries.

     "Rule 144" means Rule 144 promulgated under the Securities Act.

     "Rule 144A" means Rule 144A promulgated under the Securities Act.

                                       17
<PAGE>

     "Rule 903" means Rule 903 promulgated under the Securities Act.

     "Rule 904" means Rule 904 promulgated the Securities Act.

     "SEC" means the Securities and Exchange Commission.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Senior Debt" means (i) all Indebtedness of the Company or any Guarantor
outstanding under Credit Facilities and all Hedging Obligations with respect
thereto, (ii) any other Indebtedness of the Company or any Guarantor that is
permitted to be incurred by the Company pursuant to this Indenture unless the
instrument under which such Indebtedness is incurred expressly provides that it
is on a parity with or subordinated in right of payment to the Notes or any Note
Guarantee, and (iii) all Obligations with respect to any of the foregoing.
Notwithstanding anything to the contrary in the foregoing, Senior Debt shall not
include (w) any liability for federal, state, local or other taxes owed or owing
to the Company, (x) any intercompany Indebtedness of the Company or any of its
Restricted Subsidiaries to the Company or any of its Affiliates; (y) any trade
payables; and (z) the portion of any Indebtedness that is incurred in violation
of this Indenture.

     "Senior Guarantees" means the Guarantees by the Guarantors of Obligations
under the Credit Facilities.

     "Shelf Registration Statement" means the Shelf Registration Statement as
defined in the Registration Rights Agreement.

     "Significant Subsidiary" means any Subsidiary that would be a "significant
subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Securities Act, as such Regulation is in effect on the date
hereof.

     "Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which the payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and will not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

     "Subsidiary" means, with respect to any specified Person: (i) any
corporation, association or other business entity of which more than 50% of the
total voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or
Trustees of the corporation, association or other business entity is at the time
owned or controlled, directly or indirectly, by that Person or one or more of
the other Subsidiaries of that Person (or a combination thereof); and (ii) any
partnership (a) the sole general partner or the managing general partner of
which is such person or a Subsidiary of such Person or (b) the only general
partners of which are that Person or one or more Subsidiaries of that Person (or
any combination thereof).

     "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. (S)(S) 77aaa-77bbbb)
as in effect on the date on which this Indenture is qualified under the TIA.

     "Trustee" means the party named as such above until a successor replaces it
in accordance with the applicable provisions of this Indenture and thereafter
means the successor serving hereunder.

                                       18
<PAGE>

     "Unrestricted Global Note" means a permanent global Note substantially in
the form of Exhibit A-1 attached hereto that bears the Global Note Legend and
that has the "Schedule of Exchanges of Interests in the Global Note" attached
thereto, and that is deposited with or on behalf of and registered in the name
of the Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

     "Unrestricted Definitive Note" means one or more Definitive Notes that do
not bear and are not required to bear the Private Placement Legend.

     "Unrestricted Subsidiary" means any Subsidiary of the Company or
Bastet/Mission that is designated by the Board of Directors as an Unrestricted
Subsidiary pursuant to a Board Resolution, but only to the extent that such
Subsidiary:

          (1) has no Indebtedness other than Non-Recourse Debt;

          (2) is not party to any agreement, contract, arrangement or
     understanding with the Company or any Restricted Subsidiary unless the
     terms of any such agreement, contract, arrangement or understanding are no
     less favorable to the Company or such Restricted Subsidiary than those that
     might be obtained at the time from Persons who are not Affiliates of the
     Company or Bastet/Mission;

          (3) is a Person with respect to which neither the Company nor any of
     the Restricted Subsidiaries has any direct or indirect obligation (a) to
     subscribe for additional Equity Interests or (b) to maintain or preserve
     such Person's financial condition or to cause such Person to achieve any
     specified levels of operating results; and

          (4) has not guaranteed or otherwise directly or indirectly provided
     credit support for any Indebtedness of the Company or any of the Restricted
     Subsidiaries.

     Any designation of a Subsidiary of the Company or a Bastet/Mission Entity
as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with
the Trustee a certified copy of the Board Resolution giving effect to such
designation and an officers' certificate certifying that such designation
complied with the preceding conditions and was permitted by the terms of Section
4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the
preceding requirements as an Unrestricted Subsidiary, it will thereafter cease
to be an Unrestricted Subsidiary for purposes of this Indenture and any
Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted
Subsidiary as of such date and, if such Indebtedness is not permitted to be
incurred as of such date pursuant to Section 4.09, the Company will be in
default under such section. The Board of Directors of the Company or
Bastet/Mission may at any time designate any Unrestricted Subsidiary to be a
Restricted Subsidiary; provided that such designation will be deemed to be an
incurrence of Indebtedness by a Restricted Subsidiary of any outstanding
Indebtedness of such Unrestricted Subsidiary and such designation will only be
permitted if (1) such Indebtedness is permitted pursuant to Section 4.09
calculated on a pro forma basis as if such designation had occurred at the
beginning of the four-quarter reference period; and (2) no Default or Event of
Default would be in existence following such designation.

     "U.S. Person" means a U.S. person as defined in Rule 902(o) under the
Securities Act.

     "Voting Stock" of any Person as of any date means the Capital Stock of such
Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

     "Weighted Average Life to Maturity" means, when applied to any Indebtedness
at any date, the number of years obtained by dividing: (a) the sum of the
products obtained by multiplying (x) the amount

                                       19
<PAGE>

of each then remaining installment, sinking fund, serial maturity or other
required payments of principal, including payment at final maturity, in respect
of the Indebtedness, by (y) the number of years (calculated to the nearest one-
twelfth) that will elapse between such date and the making of such payment, by
(b) the then outstanding principal amount of such Indebtedness.

     "Wholly Owned Restricted Subsidiary" of any specified Person means a
Restricted Subsidiary of such Person all of the outstanding Capital Stock or
other ownership interests of which (other than directors' qualifying shares)
shall at the time be owned by such Person or by one or more Wholly Owned
Restricted Subsidiaries of such Person and one or more Wholly Owned Restricted
Subsidiaries of such Person.

Section 1.02.  Other Definitions.

<TABLE>
<CAPTION>
                                                                                     Defined in
Term                                                                                   Section
-----------------------------------------------------------------------------------  -----------
<S>                                                                                  <C>
"Affiliate Transaction"............................................................         4.11
"Asset Sale Offer".................................................................         3.09
"Authentication Order".............................................................         2.02
"Change of Control Offer"..........................................................         4.15
"Change of Control Payment"........................................................         4.15
"Change of Control Payment Date"...................................................         4.15
"Covenant Defeasance"..............................................................         8.03
"Event of Default".................................................................         6.01
"Excess Proceeds"..................................................................         4.10
"incur"............................................................................         4.09
"Legal Defeasance".................................................................         8.02
"Offer Amount".....................................................................         3.09
"Offer Period".....................................................................         3.09
"Paying Agent".....................................................................         2.03
"Payment Blockage Notice"..........................................................        10.03
"Permitted Debt"...................................................................         4.09
"Purchase Date"....................................................................         3.09
"Registrar"........................................................................         2.03
"Restricted Payments"..............................................................         4.07
</TABLE>

Section 1.03.    Incorporation by Reference of Trust Indenture Act.

     Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.

     The following TIA terms used in this Indenture have the following meanings:

     "indenture securities" means the Notes;

     "indenture security Holder" means a Holder of a Note;

     "indenture to be qualified" means this Indenture;

     "indenture trustee" or "institutional trustee" means the Trustee; and

                                       20
<PAGE>

     "obligor" on the Notes and the Note Guarantees means the Company and the
Guarantors, respectively, and any successor obligor upon the Notes and the Note
Guarantees, respectively.

     All other terms used in this Indenture that are defined by the TIA, defined
by TIA reference to another statute or defined by SEC rule under the TIA have
the meanings so assigned to them.

Section 1.04.  Rules of Construction.

     Unless the context otherwise requires:

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

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

     (c)       "or" is not exclusive;

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

     (e)       provisions apply to successive events and transactions; and

     (f)       references to sections of or rules under the Securities Act shall
be deemed to include substitute, replacement of successor sections or rules
adopted by the SEC from time to time.

                                  ARTICLE 2.
                                   THE NOTES

Section 2.01.  Form and Dating.

     (a)       General. The Notes and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A hereto. The Notes
may have notations, legends or endorsements required by law, stock exchange rule
or usage. Each Note shall be dated the date of its authentication. The Notes
shall be in denominations of $1,000 and integral multiples thereof.

     The terms and provisions contained in the Notes shall constitute, and are
hereby expressly made, a part of this Indenture and the Company, the Guarantors
and the Trustee, by their execution and delivery of this Indenture, expressly
agree to such terms and provisions and to be bound thereby. However, to the
extent any provision of any Note conflicts with the express provisions of this
Indenture, the provisions of this Indenture shall govern and be controlling.

     (b)       Global Notes. Notes issued in global form shall be substantially
in the form of Exhibits A-1 or A-2 attached hereto (including the Global Note
Legend thereon and the "Schedule of Exchanges of Interests in the Global Note"
attached thereto). Notes issued in definitive form shall be substantially in the
form of Exhibit A-1 attached hereto (but without the Global Note Legend thereon
and without the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Each Global Note shall represent such of the outstanding Notes as
shall be specified therein and each shall provide that it shall represent the
aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges and redemptions. Any endorsement of a Global Note to reflect
the amount of any increase or decrease in the aggregate principal amount of
outstanding

                                       21
<PAGE>

Notes represented thereby shall be made by the Trustee or the Custodian, at the
direction of the Trustee, in accordance with instructions given by the Holder
thereof as required by Section 2.06 hereof.

     (c)       Temporary Global Notes. Notes offered and sold in reliance on
Regulation S shall be issued initially in the form of the Regulation S Temporary
Global Note, which shall be deposited on behalf of the purchasers of the Notes
represented thereby with the Trustee, at its New York office, as custodian for
the Depositary, and registered in the name of the Depositary or the nominee of
the Depositary for the accounts of designated agents holding on behalf of
Euroclear or Clearstream, duly executed by the Company and authenticated by the
Trustee as hereinafter provided. The Restricted Period shall be terminated upon
the receipt by the Trustee of (i) a written certificate from the Depositary,
together with copies of certificates from Euroclear and Clearstream certifying
that they have received certification of non-United States beneficial ownership
of 100% of the aggregate principal amount of the Regulation S Temporary Global
Note (except to the extent of any beneficial owners thereof who acquired an
interest therein during the Restricted Period pursuant to another exemption from
registration under the Securities Act and who will take delivery of a beneficial
ownership interest in a 144A Global Note or an IAI Global Note bearing a Private
Placement Legend, all as contemplated by Section 2.06(a)(ii) hereof), and (ii)
an Officers' Certificate from the Company. Following the termination of the
Restricted Period, beneficial interests in the Regulation S Temporary Global
Note shall be exchanged for beneficial interests in Regulation S Permanent
Global Notes pursuant to the Applicable Procedures. Simultaneously with the
authentication of Regulation S Permanent Global Notes, the Trustee shall cancel
the Regulation S Temporary Global Note. The aggregate principal amount of the
Regulation S Temporary Global Note and the Regulation S Permanent Global Notes
may from time to time be increased or decreased by adjustments made on the
records of the Trustee and the Depositary or its nominee, as the case may be, in
connection with transfers of interest as hereinafter provided.

     (d)       Euroclear and Clearstream Procedures Applicable. The provisions
of the "Operating Procedures of the Euroclear System" and "Terms and Conditions
Governing Use of Euroclear" and the "General Terms and Conditions of
Clearstream" and "Customer Handbook" of Clearstream shall be applicable to
transfers of beneficial interests in the Regulation S Temporary Global Note and
the Regulation S Permanent Global Notes that are held by Participants through
Euroclear or Clearstream.

Section 2.02.  Execution and Authentication.

     Two Officers shall sign the Notes for the Company by manual or facsimile
signature. The Company's seal shall be reproduced on the Notes and may be in
facsimile form.

     If an Officer whose signature is on a Note no longer holds that office at
the time a Note is authenticated, the Note shall nevertheless be valid.

     A Note shall not be valid until authenticated by the manual signature of
the Trustee. The signature shall be conclusive evidence that the Note has been
authenticated under this Indenture.

     The Trustee shall, upon a written order of the Company signed by two
Officers (an "Authentication Order"), authenticate Notes for original issue up
to the aggregate principal amount stated in paragraph 4 of the Notes. The
aggregate principal amount of Notes outstanding at any time may not exceed such
amount except as provided in Section 2.07 hereof.

     The Trustee may appoint an authenticating agent acceptable to the Company
to authenticate Notes. An authenticating agent may authenticate Notes whenever
the Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with Holders or an Affiliate of the Company.

                                       22
<PAGE>

Section 2.03.  Registrar and Paying Agent.

     The Company shall maintain an office or agency where Notes may be presented
for registration of transfer or for exchange ("Registrar") and an office or
agency where Notes may be presented for payment ("Paying Agent"). The Registrar
shall keep a register of the Notes and of their transfer and exchange. The
Company may appoint one or more co-registrars and one or more additional paying
agents. The term "Registrar" includes any co-registrar and the term "Paying
Agent" includes any additional paying agent. The Company may change any Paying
Agent or Registrar without notice to any Holder. The Company shall notify the
Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.

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

     The Company initially appoints the Trustee to act as the Registrar and
Paying Agent and to act as Custodian with respect to the Global Notes.

Section 2.04.  Paying Agent to Hold Money in Trust.

     The Company shall require each Paying Agent other than the Trustee to agree
in writing that the Paying Agent will hold in trust for the benefit of Holders
or the Trustee all money held by the Paying Agent for the payment of principal,
premium or Liquidated Damages, if any, or interest on the Notes, and will notify
the Trustee of any default by the Company in making any such payment. While any
such default continues, the Trustee may require a Paying Agent to pay all money
held by it to the Trustee. The Company at any time may require a Paying Agent to
pay all money held by it to the Trustee. Upon payment over to the Trustee, the
Paying Agent (if other than the Company or a Subsidiary) shall have no further
liability for the money. If the Company or a Subsidiary acts as Paying Agent, it
shall segregate and hold in a separate trust fund for the benefit of the Holders
all money held by it as Paying Agent. Upon any bankruptcy or reorganization
proceedings relating to the Company, the Trustee shall serve as Paying Agent for
the Notes.

Section 2.05.  Holder Lists.

     The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA (S) 312(a). If the Trustee is
not the Registrar, the Company shall furnish to the Trustee at least seven
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Company shall otherwise comply with TIA (S) 312(a).

Section 2.06.  Transfer and Exchange.

     (a)       Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Company for Definitive Notes if (i) the Company delivers to the Trustee
notice from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the

                                       23
<PAGE>

Company within 120 days after the date of such notice from the Depositary or
(ii) the Company in its sole discretion determines that the Global Notes (in
whole but not in part) should be exchanged for Definitive Notes and delivers a
written notice to such effect to the Trustee; provided that in no event shall
the Regulation S Temporary Global Note be exchanged by the Company for
Definitive Notes prior to (x) the expiration of the Restricted Period and (y)
the receipt by the Registrar of any certificates required pursuant to Rule
903(b)(3)(ii)(B) under the Securities Act. Upon the occurrence of either of the
preceding events in (i) or (ii) above, Definitive Notes shall be issued in such
names as the Depositary shall instruct the Trustee. Global Notes also may be
exchanged or replaced, in whole or in part, as provided in Sections 2.07 and
2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu
of, a Global Note or any portion thereof, pursuant to this Section 2.06 or
Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form
of, and shall be, a Global Note. A Global Note may not be exchanged for another
Note other than as provided in this Section 2.06(a), however, beneficial
interests in a Global Note may be transferred and exchanged as provided in
Section 2.06(b), (c) or (f) hereof.

     (b)       Transfer and Exchange of Beneficial Interests in the Global
Notes. The transfer and exchange of beneficial interests in the Global Notes
shall be effected through the Depositary, in accordance with the provisions of
this Indenture and the Applicable Procedures. Beneficial interests in the
Restricted Global Notes shall be subject to restrictions on transfer comparable
to those set forth herein to the extent required by the Securities Act.
Transfers of beneficial interests in the Global Notes also shall require
compliance with either subparagraph (i) or (ii) below, as applicable, as well as
one or more of the other following subparagraphs, as applicable:

               (i)  Transfer of Beneficial Interests in the Same Global Note.
     Beneficial interests in any Restricted Global Note may be transferred to
     Persons who take delivery thereof in the form of a beneficial interest in
     the same Restricted Global Note in accordance with the transfer
     restrictions set forth in the Private Placement Legend; provided, however,
     that prior to the expiration of the Restricted Period, transfers of
     beneficial interests in the Temporary Regulation S Global Note may not be
     made to a U.S. Person or for the account or benefit of a U.S. Person (other
     than an Initial Purchaser). Beneficial interests in any Unrestricted Global
     Note may be transferred to Persons who take delivery thereof in the form of
     a beneficial interest in an Unrestricted Global Note. No written orders or
     instructions shall be required to be delivered to the Registrar to effect
     the transfers described in this Section 2.06(b)(i).

               (ii) All Other Transfers and Exchanges of Beneficial Interests in
     Global Notes. In connection with all transfers and exchanges of beneficial
     interests that are not subject to Section 2.06(b)(i) above, the transferor
     of such beneficial interest must deliver to the Registrar either (A) (1) a
     written order from a Participant or an Indirect Participant given to the
     Depositary in accordance with the Applicable Procedures directing the
     Depositary to credit or cause to be credited a beneficial interest in
     another Global Note in an amount equal to the beneficial interest to be
     transferred or exchanged and (2) instructions given in accordance with the
     Applicable Procedures containing information regarding the Participant
     account to be credited with such increase or (B) (1) a written order from a
     Participant or an Indirect Participant given to the Depositary in
     accordance with the Applicable Procedures directing the Depositary to cause
     to be issued a Definitive Note in an amount equal to the beneficial
     interest to be transferred or exchanged and (2) instructions given by the
     Depositary to the Registrar containing information regarding the Person in
     whose name such Definitive Note shall be registered to effect the transfer
     or exchange referred to in (1) above; provided that in no event shall
     Definitive Notes be issued upon the transfer or exchange of beneficial
     interests in the Regulation S Temporary Global Note prior to (x) the
     expiration of the Restricted Period and (y) the receipt by the Registrar of
     any certificates required pursuant to Rule 903 under the Securities Act.
     Upon consummation of an Exchange Offer by the Company in accordance with
     Section 2.06(f) hereof, the requirements of

                                       24
<PAGE>

     this Section 2.06(b)(ii) shall be deemed to have been satisfied upon
     receipt by the Registrar of the instructions contained in the Letter of
     Transmittal delivered by the Holder of such beneficial interests in the
     Restricted Global Notes. Upon satisfaction of all of the requirements for
     transfer or exchange of beneficial interests in Global Notes contained in
     this Indenture and the Notes or otherwise applicable under the Securities
     Act, the Trustee shall adjust the principal amount of the relevant Global
     Note(s) pursuant to Section 2.06(h) hereof.

          (iii)     Transfer of Beneficial Interests to Another Restricted
     Global Note. A beneficial interest in any Restricted Global Note may be
     transferred to a Person who takes delivery thereof in the form of a
     beneficial interest in another Restricted Global Note if the transfer
     complies with the requirements of Section 2.06(b)(ii) above and the
     Registrar receives the following:

                    (A)  if the transferee will take delivery in the form of a
          beneficial interest in the 144A Global Note, then the transferor must
          deliver a certificate in the form of Exhibit B hereto, including the
          certifications in item (1) thereof;

                    (B)  if the transferee will take delivery in the form of a
          beneficial interest in the Regulation S Temporary Global Note or the
          Regulation S Global Note, then the transferor must deliver a
          certificate in the form of Exhibit B hereto, including the
          certifications in item (2) thereof; and

                    (C)  if the transferee will take delivery in the form of a
          beneficial interest in the IAI Global Note, then the transferor must
          deliver a certificate in the form of Exhibit B hereto, including the
          certifications and certificates and Opinion of Counsel required by
          item (3) thereof, if applicable.

          (iv)      Transfer and Exchange of Beneficial Interests in a
     Restricted Global Note for Beneficial Interests in the Unrestricted Global
     Note. A beneficial interest in any Restricted Global Note may be exchanged
     by any holder thereof for a beneficial interest in an Unrestricted Global
     Note or transferred to a Person who takes delivery thereof in the form of a
     beneficial interest in an Unrestricted Global Note if the exchange or
     transfer complies with the requirements of Section 2.06(b)(ii) above and:

                    (A)  such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the holder of the beneficial interest to be transferred, in the
          case of an exchange, or the transferee, in the case of a transfer,
          certifies in the applicable Letter of Transmittal that it is not (1) a
          broker-dealer, (2) a Person participating in the distribution of the
          Exchange Notes or (3) a Person who is an affiliate (as defined in Rule
          144) of the Company;

                    (B)  such transfer is effected pursuant to the Shelf
          Registration Statement in accordance with the Registration Rights
          Agreement;

                    (C)  such transfer is effected by a Broker-Dealer pursuant
          to the Exchange Offer Registration Statement in accordance with the
          Registration Rights Agreement; or

                    (D)  the Registrar receives the following:

                         (1)  if the holder of such beneficial interest in a
                    Restricted Global Note proposes to exchange such beneficial
                    interest for a beneficial interest in an

                                       25
<PAGE>

                    Unrestricted Global Note, a certificate from such holder in
                    the form of Exhibit C hereto, including the certifications
                    in item (1)(a) thereof; or

                         (2)  if the holder of such beneficial interest in a
                    Restricted Global Note proposes to transfer such beneficial
                    interest to a Person who shall take delivery thereof in the
                    form of a beneficial interest in an Unrestricted Global
                    Note, a certificate from such holder in the form of Exhibit
                    B hereto, including the certifications in item (4) thereof;

          and, in each such case set forth in this subparagraph (D), if the
          Registrar so requests or if the Applicable Procedures so require, an
          Opinion of Counsel in form reasonably acceptable to the Registrar to
          the effect that such exchange or transfer is in compliance with the
          Securities Act and that the restrictions on transfer contained herein
          and in the Private Placement Legend are no longer required in order to
          maintain compliance with the Securities Act.

     If any such transfer is effected pursuant to subparagraph (B) or (D) above
at a time when an Unrestricted Global Note has not yet been issued, the Company
shall issue and, upon receipt of an Authentication Order in accordance with
Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted
Global Notes in an aggregate principal amount equal to the aggregate principal
amount of beneficial interests transferred pursuant to subparagraph (B) or (D)
above.

     Beneficial interests in an Unrestricted Global Note cannot be exchanged
for, or transferred to Persons who take delivery thereof in the form of, a
beneficial interest in a Restricted Global Note.

     (c)  Transfer or Exchange of Beneficial Interests for Definitive Notes.

          (i)  Beneficial Interests in Restricted Global Notes to Restricted
     Definitive Notes. If any holder of a beneficial interest in a Restricted
     Global Note proposes to exchange such beneficial interest for a Restricted
     Definitive Note or to transfer such beneficial interest to a Person who
     takes delivery thereof in the form of a Restricted Definitive Note, then,
     upon receipt by the Registrar of the following documentation:

               (A)  if the holder of such beneficial interest in a Restricted
          Global Note proposes to exchange such beneficial interest for a
          Restricted Definitive Note, a certificate from such holder in the form
          of Exhibit C hereto, including the certifications in item (2)(a)
          thereof;

               (B)  if such beneficial interest is being transferred to a QIB in
          accordance with Rule 144A under the Securities Act, a certificate to
          the effect set forth in Exhibit B hereto, including the certifications
          in item (1) thereof;

               (C)  if such beneficial interest is being transferred to a Non-
          U.S. Person in an offshore transaction in accordance with Rule 903 or
          Rule 904 under the Securities Act, a certificate to the effect set
          forth in Exhibit B hereto, including the certifications in item (2)
          thereof;

               (D)  if such beneficial interest is being transferred pursuant to
          an exemption from the registration requirements of the Securities Act
          in accordance with Rule 144 under the Securities Act, a certificate to
          the effect set forth in Exhibit B hereto, including the certifications
          in item (3)(a) thereof;

                                       26
<PAGE>

                (E)  if such beneficial interest is being transferred to an
          Institutional Accredited Investor in reliance on an exemption from the
          registration requirements of the Securities Act other than those
          listed in subparagraphs (B) through (D) above, a certificate to the
          effect set forth in Exhibit B hereto, including the certifications,
          certificates and Opinion of Counsel required by item (3) thereof, if
          applicable;

                (F)  if such beneficial interest is being transferred to the
          Company or any of its Subsidiaries, a certificate to the effect set
          forth in Exhibit B hereto, including the certifications in item (3)(b)
          thereof; or

                (G)  if such beneficial interest is being transferred pursuant
          to an effective registration statement under the Securities Act, a
          certificate to the effect set forth in Exhibit B hereto, including the
          certifications in item (3)(c) thereof,

     the Trustee shall cause the aggregate principal amount of the applicable
     Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof,
     and the Company shall execute and the Trustee shall authenticate and
     deliver to the Person designated in the instructions a Definitive Note in
     the appropriate principal amount. Any Definitive Note issued in exchange
     for a beneficial interest in a Restricted Global Note pursuant to this
     Section 2.06(c) shall be registered in such name or names and in such
     authorized denomination or denominations as the holder of such beneficial
     interest shall instruct the Registrar through instructions from the
     Depositary and the Participant or Indirect Participant. The Trustee shall
     deliver such Definitive Notes to the Persons in whose names such Notes are
     so registered. Any Definitive Note issued in exchange for a beneficial
     interest in a Restricted Global Note pursuant to this Section 2.06(c)(i)
     shall bear the Private Placement Legend and shall be subject to all
     restrictions on transfer contained therein.

          (ii)  Beneficial Interests in Regulation S Temporary Global Note to
     Definitive Notes. Notwithstanding Sections 2.06(c)(i)(A) and (C) hereof, a
     beneficial interest in the Regulation S Temporary Global Note may not be
     exchanged for a Definitive Note or transferred to a Person who takes
     delivery thereof in the form of a Definitive Note prior to (x) the
     expiration of the Restricted Period and (y) the receipt by the Registrar of
     any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the
     Securities Act, except in the case of a transfer pursuant to an exemption
     from the registration requirements of the Securities Act other than Rule
     903 or Rule 904.

          (iii) Beneficial Interests in Restricted Global Notes to Unrestricted
     Definitive Notes.  A Holder of a beneficial interest in a Restricted Global
     Note may exchange such beneficial interest for an Unrestricted Definitive
     Note or may transfer such beneficial interest to a Person who takes
     delivery thereof in the form of an Unrestricted Definitive Note only if:

                (A)  such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the Holder of such beneficial interest, in the case of an
          exchange, or the transferee, in the case of a transfer, certifies in
          the applicable Letter of Transmittal that it is not (1) a broker-
          dealer, (2) a Person participating in the distribution of the Exchange
          Notes or (3) a Person who is an affiliate (as defined in Rule 144) of
          the Company;

                (B)  such transfer is effected pursuant to the Shelf
          Registration Statement in accordance with the Registration Rights
          Agreement;

                                       27
<PAGE>

                (C)  such transfer is effected by a Broker-Dealer pursuant to
          the Exchange Offer Registration Statement in accordance with the
          Registration Rights Agreement; or

                (D)  the Registrar receives the following:

                     (1)  if the holder of such beneficial interest in a
                Restricted Global Note proposes to exchange such beneficial
                interest for a Definitive Note that does not bear the Private
                Placement Legend, a certificate from such holder in the form of
                Exhibit C hereto, including the certifications in item (1)(b)
                thereof; or

                     (2)  if the holder of such beneficial interest in a
                Restricted Global Note proposes to transfer such beneficial
                interest to a Person who shall take delivery thereof in the form
                of a Definitive Note that does not bear the Private Placement
                Legend, a certificate from such holder in the form of Exhibit B
                hereto, including the certifications in item (4) thereof;

          and, in each such case set forth in this subparagraph (D), if the
          Registrar so requests or if the Applicable Procedures so require, an
          Opinion of Counsel in form reasonably acceptable to the Registrar to
          the effect that such exchange or transfer is in compliance with the
          Securities Act and that the restrictions on transfer contained herein
          and in the Private Placement Legend are no longer required in order to
          maintain compliance with the Securities Act.

          (iii) Beneficial Interests in Unrestricted Global Notes to
     Unrestricted Definitive Notes. If any holder of a beneficial interest in an
     Unrestricted Global Note proposes to exchange such beneficial interest for
     a Definitive Note or to transfer such beneficial interest to a Person who
     takes delivery thereof in the form of a Definitive Note, then, upon
     satisfaction of the conditions set forth in Section 2.06(b)(ii) hereof, the
     Trustee shall cause the aggregate principal amount of the applicable Global
     Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the
     Company shall execute and the Trustee shall authenticate and deliver to the
     Person designated in the instructions a Definitive Note in the appropriate
     principal amount. Any Definitive Note issued in exchange for a beneficial
     interest pursuant to this Section 2.06(c)(iii) shall be registered in such
     name or names and in such authorized denomination or denominations as the
     holder of such beneficial interest shall instruct the Registrar through
     instructions from the Depositary and the Participant or Indirect
     Participant. The Trustee shall deliver such Definitive Notes to the Persons
     in whose names such Notes are so registered. Any Definitive Note issued in
     exchange for a beneficial interest pursuant to this Section 2.06(c)(iii)
     shall not bear the Private Placement Legend.

     (d)  Transfer and Exchange of Definitive Notes for Beneficial Interests.

          (i)   Restricted Definitive Notes to Beneficial Interests in
     Restricted Global Notes. If any Holder of a Restricted Definitive Note
     proposes to exchange such Note for a beneficial interest in a Restricted
     Global Note or to transfer such Restricted Definitive Notes to a Person who
     takes delivery thereof in the form of a beneficial interest in a Restricted
     Global Note, then, upon receipt by the Registrar of the following
     documentation:

                (A)  if the Holder of such Restricted Definitive Note proposes
          to exchange such Note for a beneficial interest in a Restricted Global
          Note, a certificate from such Holder in the form of Exhibit C hereto,
          including the certifications in item (2)(b) thereof;

                                       28
<PAGE>

               (B)   if such Restricted Definitive Note is being transferred to
          a QIB in accordance with Rule 144A under the Securities Act, a
          certificate to the effect set forth in Exhibit B hereto, including the
          certifications in item (1) thereof;

               (C)   if such Restricted Definitive Note is being transferred to
          a Non-U.S. Person in an offshore transaction in accordance with Rule
          903 or Rule 904 under the Securities Act, a certificate to the effect
          set forth in Exhibit B hereto, including the certifications in item
          (2) thereof;

               (D)   if such Restricted Definitive Note is being transferred
          pursuant to an exemption from the registration requirements of the
          Securities Act in accordance with Rule 144 under the Securities Act, a
          certificate to the effect set forth in Exhibit B hereto, including the
          certifications in item (3)(a) thereof;

               (E)   if such Restricted Definitive Note is being transferred to
          an Institutional Accredited Investor in reliance on an exemption from
          the registration requirements of the Securities Act other than those
          listed in subparagraphs (B) through (D) above, a certificate to the
          effect set forth in Exhibit B hereto, including the certifications,
          certificates and Opinion of Counsel required by item (3) thereof, if
          applicable;

               (F)   if such Restricted Definitive Note is being transferred to
          the Company or any of its Subsidiaries, a certificate to the effect
          set forth in Exhibit B hereto, including the certifications in item
          (3)(b) thereof; or

               (G)   if such Restricted Definitive Note is being transferred
          pursuant to an effective registration statement under the Securities
          Act, a certificate to the effect set forth in Exhibit B hereto,
          including the certifications in item (3)(c) thereof,

     the Trustee shall cancel the Restricted Definitive Note, increase or cause
     to be increased the aggregate principal amount of, in the case of clause
     (A) above, the appropriate Restricted Global Note, in the case of clause
     (B) above, the 144A Global Note, in the case of clause (C) above, the
     Regulation S Global Note, and in all other cases, the IAI Global Note.

          (ii) Restricted Definitive Notes to Beneficial Interests in
     Unrestricted Global Notes. A Holder of a Restricted Definitive Note may
     exchange such Note for a beneficial interest in an Unrestricted Global Note
     or transfer such Restricted Definitive Note to a Person who takes delivery
     thereof in the form of a beneficial interest in an Unrestricted Global Note
     only if:

               (A)   such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the Holder, in the case of an exchange, or the transferee, in the
          case of a transfer, certifies in the applicable Letter of Transmittal
          that it is not (1) a broker-dealer, (2) a Person participating in the
          distribution of the Exchange Notes or (3) a Person who is an affiliate
          (as defined in Rule 144) of the Company;

               (B)   such transfer is effected pursuant to the Shelf
          Registration Statement in accordance with the Registration Rights
          Agreement;

               (C)   such transfer is effected by a Broker-Dealer pursuant to
          the Exchange Offer Registration Statement in accordance with the
          Registration Rights Agreement; or

                                       29
<PAGE>

               (D)   the Registrar receives the following:

                     (1)  if the Holder of such Definitive Notes proposes to
               exchange such Notes for a beneficial interest in the Unrestricted
               Global Note, a certificate from such Holder in the form of
               Exhibit C hereto, including the certifications in item (1)(c)
               thereof; or

                     (2)  if the Holder of such Definitive Notes proposes to
               transfer such Notes to a Person who shall take delivery thereof
               in the form of a beneficial interest in the Unrestricted Global
               Note, a certificate from such Holder in the form of Exhibit B
               hereto, including the certifications in item (4) thereof;

         and, in each such case set forth in this subparagraph (D), if the
         Registrar so requests or if the Applicable Procedures so require, an
         Opinion of Counsel in form reasonably acceptable to the Registrar to
         the effect that such exchange or transfer is in compliance with the
         Securities Act and that the restrictions on transfer contained herein
         and in the Private Placement Legend are no longer required in order to
         maintain compliance with the Securities Act.

         Upon satisfaction of the conditions of any of the subparagraphs in
     this Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and
     increase or cause to be increased the aggregate principal amount of the
     Unrestricted Global Note.

         (iii) Unrestricted Definitive Notes to Beneficial Interests in
     Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may
     exchange such Note for a beneficial interest in an Unrestricted Global Note
     or transfer such Definitive Notes to a Person who takes delivery thereof in
     the form of a beneficial interest in an Unrestricted Global Note at any
     time. Upon receipt of a request for such an exchange or transfer, the
     Trustee shall cancel the applicable Unrestricted Definitive Note and
     increase or cause to be increased the aggregate principal amount of one of
     the Unrestricted Global Notes.

         If any such exchange or transfer from a Definitive Note to a beneficial
     interest is effected pursuant to subparagraphs (ii)(B), (ii)(D) or (iii)
     above at a time when an Unrestricted Global Note has not yet been issued,
     the Company shall issue and, upon receipt of an Authentication Order in
     accordance with Section 2.02 hereof, the Trustee shall authenticate one or
     more Unrestricted Global Notes in an aggregate principal amount equal to
     the principal amount of Definitive Notes so transferred.

     (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon
request by a Holder of Definitive Notes and such Holder's compliance with the
provisions of this Section 2.06(e), the Registrar shall register the transfer or
exchange of Definitive Notes. Prior to such registration of transfer or
exchange, the requesting Holder shall present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e).

         (i)   Restricted Definitive Notes to Restricted Definitive Notes. Any
     Restricted Definitive Note may be transferred to and registered in the name
     of Persons who take delivery thereof in the form of a Restricted Definitive
     Note if the Registrar receives the following:

                                       30
<PAGE>

               (A)  if the transfer will be made pursuant to Rule 144A under the
          Securities Act, then the transferor must deliver a certificate in the
          form of Exhibit B hereto, including the certifications in item (1)
          thereof;

               (B)  if the transfer will be made pursuant to Rule 903 or Rule
          904, then the transferor must deliver a certificate in the form of
          Exhibit B hereto, including the certifications in item (2) thereof;
          and

               (C)  if the transfer will be made pursuant to any other exemption
          from the registration requirements of the Securities Act, then the
          transferor must deliver a certificate in the form of Exhibit B hereto,
          including the certifications, certificates and Opinion of Counsel
          required by item (3) thereof, if applicable.

          (ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any
     Restricted Definitive Note may be exchanged by the Holder thereof for an
     Unrestricted Definitive Note or transferred to a Person or Persons who take
     delivery thereof in the form of an Unrestricted Definitive Note if:

               (A)  such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the Holder, in the case of an exchange, or the transferee, in the
          case of a transfer, certifies in the applicable Letter of Transmittal
          that it is not (1) a broker-dealer, (2) a Person participating in the
          distribution of the Exchange Notes or (3) a Person who is an affiliate
          (as defined in Rule 144) of the Company;

               (B)  any such transfer is effected pursuant to the Shelf
          Registration Statement in accordance with the Registration Rights
          Agreement;

               (C)  any such transfer is effected by a Broker-Dealer pursuant to
          the Exchange Offer Registration Statement in accordance with the
          Registration Rights Agreement; or

               (D)  the Registrar receives the following:

                    (1)  if the Holder of such Restricted Definitive Notes
               proposes to exchange such Notes for an Unrestricted Definitive
               Note, a certificate from such Holder in the form of Exhibit C
               hereto, including the certifications in item (1)(d) thereof; or

                    (2)  if the Holder of such Restricted Definitive Notes
               proposes to transfer such Notes to a Person who shall take
               delivery thereof in the form of an Unrestricted Definitive Note,
               a certificate from such Holder in the form of Exhibit B hereto,
               including the certifications in item (4) thereof;

          and, in each such case set forth in this subparagraph (D), if the
          Registrar so requests, an Opinion of Counsel in form reasonably
          acceptable to the Company to the effect that such exchange or transfer
          is in compliance with the Securities Act and that the restrictions on
          transfer contained herein and in the Private Placement Legend are no
          longer required in order to maintain compliance with the Securities
          Act.

                                       31
<PAGE>

          (iii)  Unrestricted Definitive Notes to Unrestricted Definitive Notes.
     A Holder of Unrestricted Definitive Notes may transfer such Notes to a
     Person who takes delivery thereof in the form of an Unrestricted Definitive
     Note. Upon receipt of a request to register such a transfer, the Registrar
     shall register the Unrestricted Definitive Notes pursuant to the
     instructions from the Holder thereof.

     (f)  Exchange Offer.  Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02, the
Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that
certify in the applicable Letters of Transmittal that (x) they are not broker-
dealers, (y) they are not participating in a distribution of the Exchange Notes
and (z) they are not affiliates (as defined in Rule 144) of the Company, and
accepted for exchange in the Exchange Offer and (ii) Definitive Notes in an
aggregate principal amount equal to the principal amount of the Restricted
Definitive Notes accepted for exchange in the Exchange Offer. Concurrently with
the issuance of such Notes, the Trustee shall cause the aggregate principal
amount of the applicable Restricted Global Notes to be reduced accordingly, and
the Company shall execute and the Trustee shall authenticate and deliver to the
Persons designated by the Holders of Definitive Notes so accepted Definitive
Notes in the appropriate principal amount.

     (g)  Legends.  The following legends shall appear on the face of all Global
Notes and Definitive Notes issued under this Indenture unless specifically
stated otherwise in the applicable provisions of this Indenture.

          (i)  Private Placement Legend.

               (A)   Except as permitted by subparagraph (B) below, each Global
          Note and each Definitive Note (and all Notes issued in exchange
          therefor or substitution thereof) shall bear the legend in
          substantially the following form:

"THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE SECURITY
EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.  EACH
PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.  THE HOLDER OF THE SECURITY
EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT

(A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY

     (i) (a) TO A PERSON WHO IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN
    RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
    REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF
    RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A
    FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER
    THE SECURITIES ACT, (d) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINE
    DIN RULE 501(a)(1), (2), (3) OR (7) OF THE SECURITIES ACT (AN "INSTITUTIONAL
    ACCREDITED INVESTOR")) THAT, PRIOR TO SUCH TRANSFER,

                                       32
<PAGE>

     FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS
     AND AGREEMENTS (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF
     SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS
     THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUE THAT SUCH
     TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, OR (e) IN ACCORDANCE
     WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
     ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS),

          (ii)   TO THE ISSUER, OR

          (iii)  PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH
     CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
     UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND

(B)  THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY
PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS
SET FORTH IN (A) ABOVE."

                           (B)   Notwithstanding the foregoing, any Global Note
                    or Definitive Note issued pursuant to subparagraphs (b)(iv),
                    (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or
                    (f) to this Section 2.06 (and all Notes issued in exchange
                    therefor or substitution thereof) shall not bear the Private
                    Placement Legend.

                    (ii)   Global Note Legend. Each Global Note shall bear a
          legend in substantially the following form:

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY."

                    (iii)  Regulation S Temporary Global Note Legend. The
          Regulation S Temporary Global Note shall bear a legend in
          substantially the following form:

"THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).  NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE PAYMENT OF INTEREST HEREON."

          (h)       Cancellation and/or Adjustment of Global Notes. At such time
as all beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to

                                       33
<PAGE>

such cancellation, if any beneficial interest in a Global Note is exchanged for
or transferred to a Person who will take delivery thereof in the form of a
beneficial interest in another Global Note or for Definitive Notes, the
principal amount of Notes represented by such Global Note shall be reduced
accordingly and an endorsement shall be made on such Global Note by the Trustee
or by the Depositary at the direction of the Trustee to reflect such reduction;
and if the beneficial interest is being exchanged for or transferred to a Person
who will take delivery thereof in the form of a beneficial interest in another
Global Note, such other Global Note shall be increased accordingly and an
endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

     (i)  General Provisions Relating to Transfers and Exchanges.

          (i)     To permit registrations of transfers and exchanges, the
     Company shall execute and the Trustee shall authenticate Global Notes and
     Definitive Notes upon the Company's order or at the Registrar's request.

          (ii)    No service charge shall be made to a holder of a beneficial
     interest in a Global Note or to a Holder of a Definitive Note for any
     registration of transfer or exchange, but the Company may require payment
     of a sum sufficient to cover any transfer tax or similar governmental
     charge payable in connection therewith (other than any such transfer taxes
     or similar governmental charge payable upon exchange or transfer pursuant
     to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof).

          (iii)   The Registrar shall not be required to register the transfer
     of or exchange any Note selected for redemption in whole or in part, except
     the unredeemed portion of any Note being redeemed in part.

          (iv)    All Global Notes and Definitive Notes issued upon any
     registration of transfer or exchange of Global Notes or Definitive Notes
     shall be the valid obligations of the Company, evidencing the same debt,
     and entitled to the same benefits under this Indenture, as the Global Notes
     or Definitive Notes surrendered upon such registration of transfer or
     exchange.

          (v)     The Company shall not be required (A) to issue, to register
     the transfer of or to exchange any Notes during a period beginning at the
     opening of business 15 days before the day of any selection of Notes for
     redemption under Section 3.02 hereof and ending at the close of business on
     the day of selection, (B) to register the transfer of or to exchange any
     Note so selected for redemption in whole or in part, except the unredeemed
     portion of any Note being redeemed in part or (C) to register the transfer
     of or to exchange a Note between a record date and the next succeeding
     Interest Payment Date.

          (vi)    Prior to due presentment for the registration of a transfer of
     any Note, the Trustee, any Agent and the Company may deem and treat the
     Person in whose name any Note is registered as the absolute owner of such
     Note for the purpose of receiving payment of principal of and interest on
     such Notes and for all other purposes, and none of the Trustee, any Agent
     or the Company shall be affected by notice to the contrary.

          (vii)   The Trustee shall authenticate Global Notes and Definitive
     Notes in accordance with the provisions of Section 2.02 hereof.

          (viii)  All certifications, certificates and Opinions of Counsel
     required to be submitted to the Registrar pursuant to this Section 2.06 to
     effect a registration of transfer or exchange may be submitted by
     facsimile.

                                       34
<PAGE>

Section 2.07.  Replacement Notes.

     If any mutilated Note is surrendered to the Trustee or the Company and the
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Note, the Company shall issue and the Trustee, upon receipt of an
Authentication Order, shall authenticate a replacement Note if the Trustee's
requirements are met.  If required by the Trustee or the Company, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is
replaced.  The Company may charge for its expenses in replacing a Note.

     Every replacement Note is an additional obligation of the Company and shall
be entitled to all of the benefits of this Indenture equally and proportionately
with all other Notes duly issued hereunder.

Section 2.08.  Outstanding Notes.

     The Notes outstanding at any time are all the Notes authenticated by the
Trustee except for those canceled by it, those delivered to it for cancellation,
those reductions in the interest in a Global Note effected by the Trustee in
accordance with the provisions hereof, and those described in this Section as
not outstanding.  Except as set forth in Section 2.09 hereof, a Note does not
cease to be outstanding because the Company or an Affiliate of the Company holds
the Note; however, Notes held by the Company or a Subsidiary of the Company
shall not be deemed to be outstanding for purposes of Section 3.07(b) hereof.

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

     If the principal amount of any Note is considered paid under Section 4.01
hereof, it ceases to be outstanding and interest on it ceases to accrue.

     If the Paying Agent (other than the Company, a Subsidiary or an Affiliate
of any thereof) holds, on a redemption date or maturity date, money sufficient
to pay Notes payable on that date, then on and after that date such Notes shall
be deemed to be no longer outstanding and shall cease to accrue interest.

Section 2.09.  Treasury Notes.

     In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company, or by any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company, shall be considered as
though not outstanding, except that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Notes that the Trustee knows are so owned shall be so disregarded.

Section 2.10.  Temporary Notes.

     Until certificates representing Notes are ready for delivery, the Company
may prepare and the Trustee, upon receipt of an Authentication Order, shall
authenticate temporary Notes. Temporary Notes shall be substantially in the form
of certificated Notes but may have variations that the Company considers
appropriate for temporary Notes and as shall be reasonably acceptable to the
Trustee. Without unreasonable delay, the Company shall prepare and the Trustee
shall authenticate definitive Notes in exchange for temporary Notes.

                                       35
<PAGE>

     Holders of temporary Notes shall be entitled to all of the benefits of this
Indenture.

Section 2.11.  Cancellation.

     The Company at any time may deliver Notes to the Trustee for cancellation.
The Registrar and Paying Agent shall forward to the Trustee any Notes
surrendered to them for registration of transfer, exchange or payment.  The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall destroy
canceled Notes (subject to the record retention requirement of the Exchange
Act).  Certification of the destruction of all canceled Notes shall be delivered
to the Company.  The Company may not issue new Notes to replace Notes that it
has paid or that have been delivered to the Trustee for cancellation.

Section 2.12.  Defaulted Interest.

     If the Company defaults in a payment of interest on the Notes, the Company,
jointly and severally, shall pay the defaulted interest in any lawful manner
plus, to the extent lawful, interest payable on the defaulted interest, to the
Persons who are Holders on a subsequent special record date, in each case at the
rate provided in the Notes and in Section 4.01 hereof.  The Company shall notify
the Trustee in writing of the amount of defaulted interest proposed to be paid
on each Note and the date of the proposed payment.  The Company  shall fix or
cause to be fixed each such special record date and payment date, provided that
no such special record date shall be less than 10 days prior to the related
payment date for such defaulted interest.  At least 15 days before the special
record date, the Company (or, upon the written request of the Company, the
Trustee in the name and at the expense of the Company) shall mail or cause to be
mailed to Holders a notice that states the special record date, the related
payment date and the amount of such interest to be paid.

                                  ARTICLE 3.

                           REDEMPTION AND PREPAYMENT

Section 3.01.  Notices to Trustee.

     If the Company elects to redeem Notes pursuant to the optional redemption
provisions of Section 3.07 hereof, it shall furnish to the Trustee, at least 30
days but not more than 60 days before a redemption date, an Officers'
Certificate setting forth (i) the clause of this Indenture pursuant to which the
redemption shall occur, (ii) the redemption date, (iii) the principal amount of
Notes to be redeemed and (iv) the redemption price.

Section 3.02.  Selection of Notes to Be Redeemed.

     If less than all of the Notes are to be redeemed or purchased in an offer
to purchase at any time, the Trustee shall select the Notes to be redeemed or
purchased among the Holders of the Notes 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 in
accordance with any other method the Trustee considers fair and appropriate. In
the event of partial redemption by lot, the particular Notes to be redeemed
shall be selected, unless otherwise provided herein, not less than 30 nor more
than 60 days prior to the redemption date by the Trustee from the outstanding
Notes not previously called for redemption.

     The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. Notes and portions of
Notes selected shall be in amounts of $1,000 or whole multiples of $1,000;
except

                                       36
<PAGE>

that if all of the Notes of a Holder are to be redeemed, the entire outstanding
amount of Notes held by such Holder, even if not a multiple of $1,000, shall be
redeemed. Except as provided in the preceding sentence, provisions of this
Indenture that apply to Notes called for redemption also apply to portions of
Notes called for redemption.

Section 3.03.  Notice of Redemption.

     Subject to the provisions of Section 3.09 hereof, at least 30 days but not
more than 60 days before a redemption date, the Company shall mail or cause to
be mailed, by first class mail, a notice of redemption to each Holder whose
Notes are to be redeemed at its registered address.

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

     (a)   the redemption date;

     (b)   the redemption price;

     (c)   if any Note is being redeemed in part, the portion of the principal
amount of such Note to be redeemed and that, after the redemption date upon
surrender of such Note, a new Note or Notes in principal amount equal to the
unredeemed portion shall be issued upon cancellation of the original Note;

     (d)   the name and address of the Paying Agent;

     (e)   that Notes called for redemption must be surrendered to the Paying
Agent to collect the redemption price;

     (f)   that, unless the Company defaults in making such redemption payment,
interest on Notes called for redemption ceases to accrue on and after the
redemption date;

     (g)   the paragraph of the Notes and/or Section of this Indenture pursuant
to which the Notes called for redemption are being redeemed; and

     (h)   that no representation is made as to the correctness or accuracy of
the CUSIP number, if any, listed in such notice or printed on the Notes.

     At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at its expense; provided, however, that the Company
shall have delivered to the Trustee, at least 45 days prior to the redemption
date, an Officers' Certificate requesting that the Trustee give such notice and
setting forth the information to be stated in such notice as provided in the
preceding paragraph.

Section 3.04.  Effect of Notice of Redemption.

     Once notice of redemption is mailed in accordance with Section 3.03 hereof,
Notes called for redemption become irrevocably due and payable on the redemption
date at the redemption price. A notice of redemption may not be conditional.

Section 3.05.  Deposit of Redemption Price.

     One Business Day prior to the redemption date, the Company shall deposit
with the Trustee or with the Paying Agent money sufficient to pay the redemption
price of and accrued interest on all Notes to be redeemed on that date. The
Trustee or the Paying Agent shall promptly return to the Company any

                                       37
<PAGE>

money deposited with the Trustee or the Paying Agent by the Company in excess of
the amounts necessary to pay the redemption price of, and accrued interest on,
all Notes to be redeemed.

     If the Company complies with the provisions of the preceding paragraph, on
and after the redemption date, interest shall cease to accrue on the Notes or
the portions of Notes called for redemption. If a Note is redeemed on or after
an interest record date but on or prior to the related interest payment date,
then any accrued and unpaid interest shall be paid to the Person in whose name
such Note was registered at the close of business on such record date. If any
Note called for redemption shall not be so paid upon surrender for redemption
because of the failure of the Company to comply with the preceding paragraph,
interest shall be paid on the unpaid principal, from the redemption date until
such principal is paid, and to the extent lawful on any interest not paid on
such unpaid principal, in each case at the rate provided in the Notes and in
Section 4.01 hereof.

Section 3.06.  Notes Redeemed in Part.

     Upon surrender of a Note that is redeemed in part, the Company shall issue
and, upon the Company's written request, the Trustee shall authenticate for the
Holder at the expense of the Company a new Note equal in principal amount to the
unredeemed portion of the Note surrendered.

Section 3.07.  Optional Redemption.

     (a)   Except as set forth in clause (b) of this Section 3.07, the Company
shall not have the option pursuant to this Section 3.07 to redeem the Notes
prior to April 1, 2005. Thereafter, the Company shall have the option to redeem
the Notes, in whole or in part, upon not less than 30 nor more than 60 days'
notice, at the redemption prices (expressed as percentages of principal amount)
set forth below plus accrued and unpaid interest and Liquidated Damages thereon
to the applicable redemption date, if redeemed during the twelve-month period
beginning on April 1 of the years indicated below:

     Year                                                 Percentage
     ----                                                 ----------

     2005................................................    106.000%
     2006................................................    103.000%
     2007 and thereafter.................................    100.000%


     (b)   Notwithstanding the provisions of clause (a) of this Section 3.07, at
any time prior to April 1, 2004, the Company may redeem Notes with the net
proceeds of one or more Equity Offerings at a redemption price equal to 112% of
the aggregate principal amount thereof; provided that at least 65% in aggregate
principal amount of the Notes originally issued remain outstanding immediately
after the occurrence of such redemption and that such redemption occurs within
90 days of the date of the closing of such Equity Offering.

     (c)   Any redemption pursuant to this Section 3.07 shall be made pursuant
to the provisions of Section 3.01 through 3.06 hereof.

Section 3.08.  Mandatory Redemption.

     The Company shall not be required to make mandatory redemption payments
with respect to the Notes.

                                       38
<PAGE>

Section 3.09.  Offer to Purchase by Application of Excess Proceeds.

     In the event that, pursuant to Section 4.10 hereof, the Company shall be
required to commence an offer to all Holders to purchase Notes (an "Asset Sale
Offer"), it shall follow the procedures specified below.

     The Asset Sale Offer shall remain open for a period of 20 Business Days
following its commencement and no longer, except to the extent that a longer
period is required by applicable law (the "Offer Period").  No later than five
Business Days after the termination of the Offer Period (the "Purchase Date"),
the Company shall purchase the principal amount of Notes required to be
purchased pursuant to Section 4.10 hereof (the "Offer Amount") or, if less than
the Offer Amount has been tendered, all Notes tendered in response to the Asset
Sale Offer.  Payment for any Notes so purchased shall be made in the same manner
as interest payments are made.

     If the Purchase Date is on or after an interest record date and on or
before the related interest payment date, any accrued and unpaid interest shall
be paid to the Person in whose name a Note is registered at the close of
business on such record date, and no additional interest shall be payable to
Holders who tender Notes pursuant to the Asset Sale Offer.

     Upon the commencement of an Asset Sale Offer, the Company shall send, by
first class mail, a notice to the Trustee and each of the Holders, with a copy
to the Trustee. The notice shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Asset Sale
Offer. The Asset Sale Offer shall be made to all Holders. The notice, which
shall govern the terms of the Asset Sale Offer, shall state:

     (a)   that the Asset Sale Offer is being made pursuant to this Section 3.09
and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain
open;

     (b)   the Offer Amount, the purchase price and the Purchase Date;

     (c)   that any Note not tendered or accepted for payment shall continue to
accrete or accrue interest;

     (d)   that, unless the Company defaults in making such payment, any Note
accepted for payment pursuant to the Asset Sale Offer shall cease to accrete or
accrue interest after the Purchase Date;

     (e)   that Holders electing to have a Note purchased pursuant to an Asset
Sale Offer may elect to have Notes purchased in integral multiples of $1,000
only;

     (f)   that Holders electing to have a Note purchased pursuant to any Asset
Sale Offer shall be required to surrender the Note, with the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Note completed, or
transfer by book-entry transfer, to the Company, a depositary, if appointed by
the Company, or a Paying Agent at the address specified in the notice at least
three days before the Purchase Date;

     (g)   that Holders shall be entitled to withdraw their election if the
Company, the depositary or the Paying Agent, as the case may be, receives, not
later than the expiration of the Offer Period, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of the Note the Holder delivered for purchase and a statement that such
Holder is withdrawing his election to have such Note purchased;

                                       39
<PAGE>

     (h)   that, if the aggregate principal amount of Notes surrendered by
Holders exceeds the Offer Amount, the Company shall select the Notes to be
purchased on a pro rata basis (with such adjustments as may be deemed
appropriate by the Company so that only Notes in denominations of $1,000, or
integral multiples thereof, shall be purchased); and

     (i)   that Holders whose Notes were purchased only in part shall be issued
new Notes equal in principal amount to the unpurchased portion of the Notes
surrendered (or transferred by book-entry transfer).

     On or before the Purchase Date, the Company shall, to the extent lawful,
accept for payment, on a pro rata basis to the extent necessary, the Offer
Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer,
or if less than the Offer Amount has been tendered, all Notes tendered, and
shall deliver to the Trustee an Officers' Certificate stating that such Notes or
portions thereof were accepted for payment by the Company in accordance with the
terms of this Section 3.09.  The Company, the Depositary or the Paying Agent, as
the case may be, shall promptly (but in any case not later than five days after
the Purchase Date) mail or deliver to each tendering Holder an amount equal to
the purchase price of the Notes tendered by such Holder and accepted by the
Company for purchase, and the Company shall promptly issue a new Note, and the
Trustee, upon written request from the Company shall authenticate and mail or
deliver such new Note to such Holder, in a principal amount equal to any
unpurchased portion of the Note surrendered.  Any Note not so accepted shall be
promptly mailed or delivered by the Company to the Holder thereof.  The Company
shall publicly announce the results of the Asset Sale Offer on the Purchase
Date.

     Other than as specifically provided in this Section 3.09, any purchase
pursuant to this Section 3.09 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.

                                   ARTICLE 4.
                                   COVENANTS

Section 4.01.  Payment of Notes.

     The Company shall, jointly and severally, pay or cause to be paid the
principal of, premium, if any, and interest on the Notes on the dates and in the
manner provided in the Notes.  Principal, premium, if any, and interest shall be
considered paid on the date due if the Paying Agent, if other than the Company
or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date
money deposited by the Company in immediately available funds and designated for
and sufficient to pay all principal, premium, if any, and interest then due.
The Company shall pay all Liquidated Damages, if any, in the same manner on the
dates and in the amounts set forth in the Registration Rights Agreement.

     The Company shall, jointly and severally, pay interest (including post-
petition interest in any proceeding under any Bankruptcy Law) on overdue
principal at the rate equal to 1% per annum in excess of the then applicable
interest rate on the Notes to the extent lawful; it shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue installments of interest and Liquidated Damages (without regard to any
applicable grace period) at the same rate to the extent lawful.

Section 4.02.  Maintenance of Office or Agency.

     The Company shall maintain in the Borough of Manhattan, the City of New
York, an office or agency (which may be an office of the Trustee or an affiliate
of the Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes and this Indenture may be served. The

                                       40
<PAGE>

Company shall give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee.

     The Company may also from time to time designate one or more other offices
or agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided, however,
that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in the Borough of Manhattan,
the City of New York for such purposes. The Company shall give prompt written
notice to the Trustee of any such designation or rescission and of any change in
the location of any such other office or agency.

     The Company hereby designates the Corporate Trust Office of the Trustee as
one such office or agency of the Company in accordance with Section 2.03.

Section 4.03. Reports

     (a)  Whether or not required by the SEC, so long as any Notes are
outstanding, the Company shall furnish to the Holders of Notes, within the time
periods specified in the SEC's rules and regulations (i) all quarterly and
annual financial information that would be required to be contained in a filing
with the SEC 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 on the annual financial statements by the Company's certified independent
accountants; and (ii) all current reports that would be required to be filed
with the SEC on Form 8-K if the Company were required to file such reports. In
addition, following consummation of the Exchange Offer, whether or not required
by the SEC, the Company shall file a copy of all of the information and reports
referred to in clauses (i) and (ii) above with the SEC for public availability
within the time periods specified in the SEC's rules and regulations (unless the
SEC will not accept such a filing) and make such information available to
securities analysts and prospective investors upon request. The Company shall at
all times comply with TIA (S) 314(a).

     (b)  For so long as any Notes remain outstanding, the Company shall furnish
to the Holders and to securities analysts and prospective investors, upon their
request, the information required to be delivered pursuant to Rule 144A(d)(4)
under the Securities Act.

     (c)  If the Company or any Guarantor has designated any of its Subsidiaries
as Unrestricted Subsidiaries, then the quarterly and annual financial
information required by the preceding paragraph will include a reasonably
detailed presentation, either on the face of the financial statements or in the
footnotes thereto, and in Management's Discussion and Analysis of Financial
Condition and Results of Operations, of the financial condition and results of
operations of the Company and the Restricted Subsidiaries separate from the
financial condition and results of operations of the Unrestricted Subsidiaries.

Section 4.04. Compliance Certificate.

     (a)  The Company and each Guarantor (to the extent that such Guarantor is
so required under the TIA) shall deliver to the Trustee, within 90 days after
the end of each fiscal year, an Officers' Certificate stating that a review of
the activities of the Company and its Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Company
has kept, observed, performed and fulfilled each and every covenant contained in
this Indenture

                                       41
<PAGE>

and is not in default in the performance or observance of any of the terms,
provisions and conditions of this Indenture (or, if a Default or Event of
Default shall have occurred, describing all such Defaults or Events of Default
of which he or she may have knowledge and what action the Company is taking or
proposes to take with respect thereto) and that to the best of his or her
knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Notes is
prohibited or if such event has occurred, a description of the event and what
action the Company is taking or proposes to take with respect thereto.

     (b)  So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03(a) above shall be accompanied by a
written statement of the Company's independent public accountants (who shall be
a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that the Company has violated
any provisions of Article 4 or Article 5 hereof or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.

     (c)  The Company shall, so long as any of the Notes are outstanding,
deliver to the Trustee, forthwith upon any Officer becoming aware of any Default
or Event of Default, an Officers' Certificate specifying such Default or Event
of Default and what action the Company is taking or proposes to take with
respect thereto.

Section 4.05. Taxes.

     The Company shall pay, and shall cause each of the Restricted Subsidiaries
to pay, prior to delinquency, all material taxes, assessments, and governmental
levies except such as are contested in good faith and by appropriate proceedings
or where the failure to effect such payment is not adverse in any material
respect to the Holders of the Notes.

Section 4.06. Stay, Extension and Usury Laws.

     The Company and each of the Guarantors covenants (to the extent that it may
lawfully do so) that it shall not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay, extension
or usury law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of this Indenture; and the Company and
each of the Guarantors (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
shall not, by resort to any such law, hinder, delay or impede the execution of
any power herein granted to the Trustee, but shall suffer and permit the
execution of every such power as though no such law has been enacted.

Section 4.07. Restricted Payments.

     The Company and the Guarantors shall not, and shall not permit any of the
Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any
dividend or make any other payment or distribution on account of the Company's,
the Guarantors' or any of the Restricted Subsidiaries' Equity Interests
(including, without limitation, any payment in connection with any merger or
consolidation involving the Company, the Guarantors or any of the Restricted
Subsidiaries) or to the direct or indirect holders of the Company's, the
Guarantors' or any of the Restricted Subsidiaries' Equity Interests in their
capacity as such (other than dividends or distributions payable in Equity
Interests (other than Disqualified Stock) of the Company and other than
dividends or distributions payable to the Company, the Guarantors'

                                       42
<PAGE>

or the Restricted Subsidiaries); (ii) purchase, redeem or otherwise acquire or
retire for value (including, without limitation, in connection with any merger
or consolidation involving the Company) any Equity Interests of the Company or
any direct or indirect parent of the Company (other than any such Equity
Interests owned by the Company, the Guarantors or a Restricted Subsidiary);
(iii) make any payment on or with respect to, or purchase, redeem, defease or
otherwise acquire or retire for value any Indebtedness that is subordinated to
the Notes or the Note Guarantees, except a payment of interest or principal at
Stated Maturity thereof; or (iv) make any Restricted Investment (all such
payments and other actions set forth in clauses (i) through (iv) above being
collectively referred to as "Restricted Payments"), unless, at the time of and
after giving effect to such Restricted Payment:

     (a)  no Default or Event of Default shall have occurred and be continuing
or would occur as a consequence of such Restricted Payment;

     (b)  the Company would, at the time of such Restricted Payment and after
giving pro forma effect thereto as if such Restricted Payment had been made at
the beginning of the applicable four-quarter period, have been permitted to
incur at least $1.00 of additional Indebtedness pursuant to the Leverage Ratio
test set forth in Section 4.09 and

     (c)  such Restricted Payment, together with the aggregate amount of all
other Restricted Payments made by the Company, the Guarantors and the Restricted
Subsidiaries after the date hereof (excluding Restricted Payments permitted by
clauses (a), (b), (c), (d), (e), (g), (h), (i), (k), (l), (m) and (n) of the
next succeeding paragraph), is less than the sum, without duplication, of:

          (i)    (x) 100% of the aggregate Consolidated Cash Flow of the Company
     (or, in the event such Consolidated Cash Flow shall be a deficit, minus
     100% of such deficit) accrued for the period beginning on the first day of
     the first calendar month commencing after the issue date and ending on the
     last day of the Company's most recent calendar month for which financial
     information is available to the Company ending prior to the date of such
     proposed Restricted Payment, taken as one accounting period, less (y) 1.4
     times Consolidated Interest Expense for the same period, plus

          (ii)   100% of the aggregate net proceeds (including the fair market
     value of property other than cash) received by the Company or
     Bastet/Mission as a contribution to the equity capital of the Company or
     from the issue or sale since the date hereof of Equity Interests of the
     Company (other than Disqualified Stock), or of Disqualified Stock or debt
     securities of the Company that have been converted into such Equity
     Interests (other than Equity Interests (or Disqualified Stock or
     convertible debt securities) sold to a Restricted Subsidiary and other than
     Disqualified Stock or convertible debt securities that have been converted
     into Disqualified Stock), provided that the proceeds of ABRY Subordinated
     Debt contributed or otherwise received by the Company or Bastet/Mission
     shall be excluded from this clause (ii) unless and until such ABRY
     Subordinated Debt is converted into Equity Interests of Nexstar or any of
     its Subsidiaries (other than the Company or a Restricted Subsidiary) plus

          (iii)  to the extent that any Unrestricted Subsidiary is redesignated
     as a Restricted Subsidiary after the date hereof, the fair market value of
     such Subsidiary as of the date of such redesignation, plus

          (iv)   the aggregate amount returned in cash with respect to
     Investments (other than Permitted Investments) made after the issue date
     whether through interest payments, principal payments, dividends or other
     distributions, plus

                                       43
<PAGE>

          (v)  the net cash proceeds received by the Company or any of the
     Restricted Subsidiaries from the disposition, retirement or redemption of
     all or any portion of such Investments referred to in clause (iv) in the
     first paragraph of this Section 4.07 (other than to a Restricted
     Subsidiary).

     The preceding provisions shall not prohibit:

          (a)  the payment of any dividend within 60 days after the date of
    declaration of the dividend, if at the date of declaration the dividend
    payment would have complied with the provisions of this Indenture;

          (b)  the redemption, repurchase, retirement, defeasance or other
    acquisition of any subordinated Indebtedness of the Company or any Guarantor
    or of any Equity Interests of the Company in exchange for, or out of the net
    cash proceeds of the substantially concurrent sale (other than to a
    Restricted Subsidiary) of, Equity Interests of the Company (other than
    Disqualified Stock); provided that the amount of any such net cash proceeds
    that are utilized for any such redemption, repurchase, retirement,
    defeasance or other acquisition shall be excluded from clause (c) (ii) of
    the preceding paragraph;

          (c)  the defeasance, redemption, repurchase or other acquisition of
    subordinated Indebtedness of the Company or any Guarantor with the net cash
    proceeds from an incurrence of Permitted Refinancing Indebtedness;

          (d)  the payment of any dividend by a Restricted Subsidiary to the
    holders of its Equity Interests on a pro rata basis;

          (e)  the repurchase, redemption or other acquisition or retirement for
    value of any Equity Interests of the Company or the payment of a dividend to
    any Affiliates of the Company to effect the repurchase, redemption,
    acquisition or retirement of the Company or Affiliate's equity interest,
    that are held by any member or former member of the Company's (or any of the
    Restricted Subsidiaries' or any of their Affiliates') management, or by any
    of their respective directors, employees or consultants; provided that the
    aggregate price paid for all such repurchased, redeemed, acquired or retired
    Equity Interests may not exceed the sum of (i) $750,000 in any calendar year
    (with unused amounts in any calendar year being available to be so utilized
    in succeeding calendar years) and (ii) the net cash proceeds to the Company
    from any issuance or reissuance of Equity Interests of Nexstar or its
    Affiliates (other than Disqualified Stock) to members of management (which
    are excluded from the calculation set forth in clause (c)(ii) of the
    proceeding paragraph) and the net cash proceeds to the Company of any
    "keyman" life insurance proceeds; provided that the cancellation of
    Indebtedness owing to the Company from members of management shall not be
    deemed Restricted Payments;

          (f)  the payment of the dividends on Disqualified Stock the incurrence
    of which was permitted by this Indenture;

          (g)  repurchases of Equity Interests deemed to occur upon the exercise
    of stock options ;

          (h)  payments to Affiliates of the Company and holders of Equity
    Interests in the Company in amounts equal to (i) the amounts required to pay
    any Federal, state or local income taxes to the extent that (x) such income
    taxes are attributable to the income of the Company and the Restricted
    Subsidiaries (but limited, in the case of taxes based upon taxable income,
    to the

                                       44
<PAGE>

    extent that cumulative taxable net income subsequent to the Closing Date is
    positive) or (y) such taxes are related to Indebtedness between or among any
    of the Company and any of the Restricted Subsidiaries and (ii) the amounts
    required to pay any Federal, State or local taxes in connection with the
    sale of all or substantially all of the assets of a Restricted Subsidiary
    made in accordance with clause (k) below;

          (i)  so long as no Default or Event of Default exists both before and
    after giving effect thereto, the Company may authorize, declare and pay
    dividends to its shareholders, partners or members, as applicable, for the
    purpose of paying the corporate overhead expenses of Nexstar or its
    Subsidiaries in an aggregate amount for all such overhead expenses not to
    exceed $500,000 in any Fiscal Year;

          (j)  the retirement of any shares of Disqualified Stock of the Company
    by conversion into, or by exchange for, shares of Disqualified Stock of the
    Company, or out of the net cash proceeds of the substantially concurrent
    sale (other than to a Subsidiary of the Company) of other shares of
    Disqualified Stock of the Company;

          (k)  the distribution of all or substantially all of the assets of a
    Restricted Subsidiary to a Subsidiary of Nexstar; provided that (x) such
    distribution is made within one business day of the consummation of the sale
    of the assets so distributed, (y) such asset sale is made in compliance with
    clause (a) of Section 4.10 as if the seller of such assets were a Restricted
    Subsidiary and (z) the Net Proceeds of such asset sale (determined as if
    such asset sale were an Asset Sale) are contributed to the Company within
    one business day following the consummation of such asset sale;

          (l)  other Restricted Payments not to exceed $5.0 million in the
    aggregate;

          (m)  distributions made on the issue date to Nexstar or its
    Subsidiaries which are used to repay the Interim Loan; and

          (n)  payments to Nexstar and its Subsidiaries to permit repayment of
    principal of ABRY Subordinated Debt (including all interest accrued thereon)
    in accordance with the terms thereof.

        Notwithstanding anything to the foregoing, no Bastet/Mission Entity
shall make a Restricted Payment (other than Restricted Investments) to any
person other than the Company or a Guarantor.

        The amount of all Restricted Payments (other than cash) shall be the
fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Company or such
Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.
The fair market value of any assets or securities that are required to be valued
by this Section 4.07 shall be determined by the Board of Directors whose
resolution with respect thereto shall be delivered to the Trustee. The Board of
Director's determination must be based upon an opinion or appraisal issued by an
accounting, appraisal or investment banking firm of national standing if such
fair market value exceeds $10.0 million. Not later than the date of making any
Restricted Payment, the Company shall deliver to the Trustee an Officers'
Certificate stating that such Restricted Payment is permitted and setting forth
the basis upon which the calculations required by this Section 4.07 were
computed, together with a copy of any fairness opinion or appraisal required by
this Indenture.

                                       45
<PAGE>

Section 4.08. Dividend and Other Payment Restrictions Affecting Subsidiaries.

     The Company and the Guarantors shall not, and shall not permit any of the
Restricted Subsidiaries to, directly or indirectly, create or permit to exist or
become effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to:

     (a)  pay dividends or make any other distributions on its Capital Stock to
the Company or any of its Restricted Subsidiaries, or with respect to any other
interest or participation in, or measured by, its profits, or pay any
indebtedness owed to the Company or any of the Restricted Subsidiaries;

     (b)  make loans or advances to the Company or any of the Restricted
Subsidiaries; or

     (c)  transfer any of its properties or assets to the Company or any of the
Restricted Subsidiaries,

The preceding restrictions shall not apply to encumbrances or restrictions
existing under or by reason of:

          (i)    agreements governing Existing Indebtedness and Credit
     Facilities as in effect on the date of this Indenture and any amendments,
     modifications, restatements, renewals, increases, supplements, refundings,
     replacements or refinancings of those agreements; provided that the
     amendments, modifications, restatements, renewals, increases, supplements,
     refundings, replacement or refinancings are no more restrictive, taken as a
     whole, with respect to such dividend and other payment restrictions than
     those contained in those agreements on the date of this Indenture;

          (ii)   this Indenture, the Notes and the Note Guarantees;

          (iii)  applicable law, rule, regulation or order;

          (iv)   any instrument governing Indebtedness or Capital Stock of a
     Person acquired by the Company or any of the Restricted Subsidiaries as in
     effect at the time of such acquisition (except to the extent such
     Indebtedness or Capital Stock was incurred in connection with or in
     contemplation of such acquisition), which encumbrance or restriction is not
     applicable to any Person, or the properties or assets of any Person, other
     than the Person, or the property or assets of the Person, so acquired;
     provided that, in the case of Indebtedness, such Indebtedness was permitted
     by the terms of this Indenture to be incurred;

          (v)    customary non-assignment provisions in leases entered into
     in the ordinary course of business and consistent with past practices;

          (vi)   purchase money obligations (including Capital Lease
     Obligations) for property acquired in the ordinary course of business that
     impose restrictions on that property of the nature described in clause (c)
     above;

          (vii)  contracts for the sale of assets, including without limitation
     any agreement for the sale or other disposition of a Subsidiary that
     restricts distributions by that Subsidiary pending its sale or other
     disposition;

          (viii) Permitted Refinancing Indebtedness; provided that the
     restrictions contained in the agreements governing such Permitted
     Refinancing Indebtedness are no more restrictive, taken as a whole, than
     those contained in the agreements governing the Indebtedness being
     refinanced;

                                       46
<PAGE>

          (ix)   Liens securing Indebtedness otherwise permitted to be incurred
     under the provisions of Section 4.12 that limit the right of the debtor to
     dispose of the assets subject to such Liens;

          (x)    provisions with respect to the disposition or distribution of
     assets or property in joint venture agreements, assets sale agreements,
     stock sale agreements and other similar agreements entered into in the
     ordinary course of business;

          (xi)   restrictions on cash or other deposits or net worth imposed by
     customers under contracts entered into in the ordinary course of business;
     and

          (xii)  agreements governing Indebtedness of Mission/Bastet permitted
     to be incurred under this Indenture.

Section 4.09.  Incurrence of Indebtedness and Issuance of Preferred Stock.

     The Company and the Guarantors shall not, and shall not permit any of the
Restricted Subsidiaries to, directly, or indirectly, create, incur, issue,
assume, guarantee or otherwise become directly or indirectly liable,
contingently or otherwise, with respect to (collectively, "incur") any
Indebtedness (including Acquired Debt) and the Company shall not issue any
Disqualified Stock and shall not permit any of its Restricted Subsidiaries to
issue any shares of preferred stock; provided, however, that the Company or any
Guarantor may incur Indebtedness (including Acquired Debt) or issue shares of
Disqualified Stock or preferred stock if the Company's Leverage Ratio at the
time of incurrence of such Indebtedness or the issuance of such Disqualified
Stock or such preferred stock, as the case may be, after giving pro forma effect
to such incurrence or issuance as of such date and to the use of the proceeds
therefrom as if the same had occurred at the beginning of the most recently
ended four full fiscal quarter period of the Company for which internal
financial statements are available, would have been no greater than (i) 7.0 to
1, if such incurrence or issuance is on or prior to April 1, 2003, and (ii) 6.5
to 1, if such incurrence or issuance is April 1, 2003.

     The provisions of the first paragraph of this Section 4.09 shall not
prohibit the incurrence of any of the following items of Indebtedness
(collectively, "Permitted Debt"):

          (i)    the incurrence by the Company or the Restricted Subsidiaries of
     Indebtedness under the Credit Agreements (with letters of credit being
     deemed to have a principal amount equal to the maximum potential liability
     of the Company and the Restricted Subsidiaries thereunder) and related
     Guarantees under the Credit Agreements; provided that the aggregate
     principal amount of all Indebtedness of the Company and the Restricted
     Subsidiaries then classified as having been incurred pursuant to this
     clause (i) after giving effect to such incurrence, including all Permitted
     Refinancing Indebtedness incurred to refund, refinance or replace any other
     Indebtedness incurred pursuant to this clause (i) does not exceed an amount
     equal to $225.0 million less the aggregate amount applied by the Company
     and the Restricted Subsidiaries to permanently reduce the availability of
     Indebtedness under the Credit Agreements pursuant to Section 4.10;

          (ii)   the incurrence by the Company and the Restricted Subsidiaries
     of Existing Indebtedness;

          (iii)  the incurrence by the Company of Indebtedness represented by
     the Notes in accordance with the terms of this Indenture;

                                       47
<PAGE>

          (iv)   the incurrence by the Company or any of the Restricted
     Subsidiaries of Permitted Refinancing Indebtedness;

          (v)    the incurrence by the Company or any of the Restricted
     Subsidiaries of intercompany Indebtedness between or among the Company and
     any of the Restricted Subsidiaries; provided, however, that (x) any
     subsequent event or issuance or transfer of Equity Interests that results
     in any such Indebtedness being held by a Person other than the Company or a
     Restricted Subsidiary and (y) any sale or other transfer of any such
     Indebtedness to a Person that is not the Company or a Restricted Subsidiary
     shall be deemed, in each case, to constitute an incurrence of such
     Indebtedness by the Company or such Restricted Subsidiary, as the case may
     be, that was not permitted by this clause (v);

          (vi)   the incurrence by the Company or any of the Restricted
     Subsidiaries of Hedging Obligations that are incurred in the ordinary
     course of business for the purpose of fixing or hedging currency, commodity
     or interest rate risk (including with respect to any floating rate
     Indebtedness that is permitted by the terms of this Indenture to be
     outstanding) in connection with the conduct of their respective businesses
     and not for speculative purposes;

          (vii)  the Guarantee by the Company of Indebtedness of any of the
     Restricted Subsidiaries so long as the incurrence of such Indebtedness by
     such Restricted Subsidiary is permitted to be incurred by another provision
     of this covenant;

          (viii) the Guarantee by any Restricted Subsidiary of Indebtedness of
     the Company or any Guarantor;

          (ix)   Indebtedness consisting of customary indemnification,
     adjustments of purchase price or similar obligations, in each case,
     incurred or assumed in connection with the acquisition of any business or
     assets;

           (x)   Indebtedness incurred by the Company or any of the Restricted
     Subsidiaries constituting reimbursement obligations with respect to letters
     of credit issued in the ordinary course of business, including without
     limitation to letters of credit in respect to workers' compensation claims
     or self-insurance, or other Indebtedness with respect to reimbursement type
     obligations regarding workers' compensation claims; provided, however, that
     upon the drawing of such letters of credit or the incurrence of such
     Indebtedness, such obligations are reimbursed within 30 days following such
     drawing or incurrence;

          (xi)   Indebtedness of the Company and the Restricted Subsidiaries
     represented by Capital Lease Obligations, mortgage financings or purchase
     money obligations, in each case incurred for the purpose of financing all
     or any part of the purchase price or cost of construction or improvement of
     property, plant or equipment whether through the direct purchase of assets
     or at least a majority of the Voting Stock of any person owning such
     assets, in an aggregate principal amount not to exceed $5.0 million at any
     time outstanding;

          (xii)  Obligations in respect of performance and surety bonds and
     completion Guarantees provided by the Company or any Restricted Subsidiary
     in the ordinary course of business;

          (xiii) Acquisition Debt of the Company or a Restricted Subsidiary if
     (w) such Acquisition Debt is incurred within 270 days after the date on
     which the related definitive acquisition agreement or LMA, as the case may
     be, was entered into by the Company or such

                                       48
<PAGE>

     Restricted Subsidiary, (x) the aggregate principal amount of such
     Acquisition Debt is no greater than the aggregate principal amount of
     Acquisition Debt set forth in a notice from the Company to the Trustee (an
     "Incurrence Notice") within ten days after the date on which the related
     definitive acquisition agreement or LMA, as the case may be, was entered
     into by the Company or such Restricted Subsidiary, which notice shall be
     executed on the Company's behalf by the chief financial officer of the
     Company in such capacity and shall describe in reasonable detail the
     acquisition or LMA, as the case may be, which such Acquisition Debt shall
     be incurred to finance, (y) after giving pro forma effect to the
     acquisition or LMA, as the case may be, described in such Incurrence
     Notice, the Company or such Restricted Subsidiary could have incurred such
     Acquisition Debt under this Indenture as of the date upon which the Company
     delivers such Incurrence Notice to the Trustee and (z) such Acquisition
     Debt is utilized solely to finance the acquisition or LMA, as the case may
     be, described in such Incurrence Notice (including to repay or refinance
     indebtedness or other obligations incurred in connection with such
     acquisition or LMA, as the case may be, and to pay related fees and
     expenses);

          (xiv)  Guarantees by the Company or any Restricted Subsidiary of
     Indebtedness of officers of the Company in an aggregate principal amount
     not to exceed $3.0 million at any time outstanding; and

          (xv)   the incurrence by the Company or any of the Restricted
     Subsidiaries of additional Indebtedness, including Attributable Debt
     incurred after the date of this Indenture, in an aggregate principal amount
     (or accreted value, as applicable) at any time outstanding, including all
     Permitted Refinancing Indebtedness incurred to refund, refinance or replace
     any other Indebtedness incurred pursuant to this clause (xv), not to exceed
     $10.0 million.

     For purposes of determining compliance with this Section 4.09, in the event
that an item of proposed Indebtedness meets the criteria of more than one of the
categories of Permitted Debt described in clauses (i) through (xv) above, or is
entitled to be incurred pursuant to the first paragraph of this Section 4.09,
the Company shall be permitted to classify such item of Indebtedness on the date
of its incurrence in any manner that complies with this Section 4.09.  In
addition, the Company may, at any time, change the classification of an item of
Indebtedness, or any portion thereof, to any other clause or to the first
paragraph of this Section 4.09, provided that the Company or a Restricted
Subsidiary would be permitted to incur the item of Indebtedness, or portion of
the item of Indebtedness, under the other clause or the first paragraph of this
Section 4.09, as the case may be, at the time of reclassification.  Accrual of
interest, accretion or amortization of original issue discount and the accretion
of accreted value shall not be deemed to be an incurrence of Indebtedness for
purposes of this Section 4.09.  Indebtedness under Credit Agreements outstanding
on the date on which Notes are first issued and authenticated under this
Indenture shall be deemed to have been incurred on such date in reliance on the
exception provided by clause (i) of the definition of Permitted Debt.

Section 4.10.  Asset Sales.

     (a)  The Company and the Guarantors shall not, and shall not permit any of
the Restricted Subsidiaries to, consummate an Asset Sale unless:

          (i)    The Company or the Guarantor (or the Restricted Subsidiary, as
     the case may be) receives consideration at the time of the Asset Sale at
     least equal to the fair market value of the assets or Equity Interests
     issued or sold or otherwise disposed of;

                                       49
<PAGE>

          (ii)   the fair market value is determined by the Company's Board of
     Directors and evidenced by a resolution of the Board of Directors set forth
     in an Officers' Certificate delivered to the Trustee; and

          (iii)  at least 75% of the consideration received in the Asset Sale by
     the Company, such Guarantor or such Restricted Subsidiary is in the form of
     cash or Cash Equivalents, except to the extent the Company is undertaking a
     Permitted Asset Swap.  For purposes of this provision and the next
     paragraph, each of the following shall be deemed to be cash:

                 (A)  any liabilities, as shown on the Company's, such
          Guarantor's or such Restricted Subsidiary's most recent balance sheet,
          of the Company, any Guarantor or any Restricted Subsidiary (other than
          contingent liabilities and liabilities that are by their terms
          subordinated to the Notes or any Note Guarantee) that are assumed by
          the transferee of any such assets pursuant to a customary novation
          agreement that releases the Company, such Guarantor or such Restricted
          Subsidiary from further liability; and

                 (B)  any securities, notes or other obligations received by the
          Company, such Guarantor or any such Restricted Subsidiary from such
          transferee that are converted by the Company, such Guarantor or such
          Restricted Subsidiary within 90 days into cash or Cash Equivalents, to
          the extent of the cash received in that conversion.

     The 75% limitation referred to in clause (iii) above shall not apply to any
Asset Sale in which the cash or Cash Equivalents portion of the consideration
received therefrom, determined in accordance with the preceding provision, is
equal to or greater than what the after-tax proceeds would have been had such
Asset Sale complied with the aforementioned 75% limitation.

     Notwithstanding the foregoing, the Company, a Guarantor or any Restricted
Subsidiary shall be permitted to consummate an Asset Sale without complying with
the foregoing if:

          (x) the Company, such Guarantor or such Restricted Subsidiary receives
      consideration at the time of such Asset Sale at least equal to the fair
      market value of the assets or other property sold, issued or otherwise
      disposed of:

          (y) the fair market value is determined by the Company's Board of
      Directors and evidenced by a resolution of the Board of Directors set
      forth in an officers' certificate delivered to the Trustee; and

          (z) at least 75% of the consideration for such Asset Sale constitutes
      a controlling interest in a Permitted Business, assets used or useful in a
      Permitted Business and/or cash;

     provided that any cash (other than any amount deemed cash under clause
(iii)(A) of the preceding paragraph) received by the Company, such Guarantor or
such Restricted Subsidiary in connection with any Asset Sale permitted to be
consummated under this paragraph shall constitute Net Proceeds subject to the
provisions of the next paragraph.

     (b)  Within 365 days after the receipt of any Net Proceeds from an Asset
Sale, the Company, such Guarantor or such Restricted Subsidiary may apply those
Net Proceeds at its option:

          (i)  to permanently repay or repurchase Senior Debt of the Company or
     any Guarantor;

                                       50
<PAGE>

          (ii)   to acquire all or substantially all of the assets of, or a
     majority of the Voting Stock of, another Permitted Business;

          (iii)  to make a capital expenditure; or

          (iv)   to acquire other assets that are used or useful in a Permitted
     Business.

     Pending the final application of any Net Proceeds, the Company may
temporarily reduce revolving credit borrowings or otherwise invest the Net
Proceeds in any manner that is not prohibited by this Indenture.

     Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraph shall constitute "Excess Proceeds." When the
aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall
make an Asset Sale Offer to all Holders of Notes and all holders of other
Indebtedness that is pari passu with the Notes containing provisions similar to
those set forth in this Indenture with respect to offers to purchase or redeem
with the proceeds of sales of assets to purchase the maximum principal amount of
Notes and such other pari passu Indebtedness that may be purchased out of the
Excess Proceeds. The offer price in any Asset Sale Offer shall be equal to 100%
of principal amount plus accrued and unpaid interest and Liquidated Damages, if
any, to the date of purchase, and shall be payable in cash. If any Excess
Proceeds remain after consummation of an Asset Sale Offer, the Company may use
those Excess Proceeds for any purpose not otherwise prohibited by this
Indenture. If the aggregate principal amount of Notes and other pari passu
Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess
Proceeds, the Trustee shall select the Notes and such other pari passu
Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset
Sale Offer, the amount of Excess Proceeds shall be reset at zero.

     (c)  The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the Asset Sale
provisions of this Indenture, the Company shall comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations under the Asset Sale provisions of this Indenture by virtue of such
conflict.

     (d)  The Company shall, and shall cause the Restricted Subsidiaries to
utilize the proceeds of sales of assets received by it in accordance with clause
(k) of Section 4.07 as if such proceeds were the Net Proceeds of an Asset Sale.

Section 4.11.  Transactions with Affiliates.

     The Company and the Guarantors shall not, and shall not permit any of the
Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or
otherwise dispose of any of its properties or assets to, or purchase any
property or assets from, or enter into or make or amend any transaction,
contract, agreement, understanding, loan, advance or Guarantee with, or for the
benefit of, any Affiliate (each, an "Affiliate Transaction"), unless:

     (a)  the Affiliate Transaction is on terms that are no less favorable to
the Company or the relevant Restricted Subsidiary than those that would have
been obtained in a comparable transaction by the Company or such Restricted
Subsidiary with an unrelated Person; and

     (b)  the Company delivers to the Trustee:

                                       51
<PAGE>

          (i)   with respect to any Affiliate Transaction or series of related
     Affiliate Transactions involving aggregate consideration in excess of $1.0
     million, a resolution of the Board of Directors set forth in an Officers'
     Certificate certifying that such Affiliate Transaction complies with this
     Section 4.11 and that such Affiliate Transaction has been approved by a
     majority of the disinterested members of the Board of Directors; and

          (ii)  with respect to any Affiliate Transaction or series of related
     Affiliate Transactions involving aggregate consideration in excess of $7.5
     million, an opinion as to the fairness to the Holders of such Affiliate
     Transaction from a financial point of view issued by an accounting,
     appraisal or investment banking firm of national standing.

     The following items shall not be deemed to be Affiliate Transactions and,
therefore, shall not be subject to the provisions of the prior paragraph:

     (a)  any employment agreement entered into by the Company or any of the
Restricted Subsidiaries in the ordinary course of business of the Company or
such Restricted Subsidiary;

     (b)  transactions between or among the Company and/or the Restricted
Subsidiaries;

     (c)  loans, advances, payment of reasonable fees, indemnification of
directors, or similar arrangements to officers, directors, employees and
consultants who are not otherwise Affiliates of the Company;

     (d)  sales of Equity Interests (other than Disqualified Stock) of the
Company to Affiliates of the Company;

     (e)  transactions under any contract or agreement in effect on the date
hereof as the same may be amended, modified or replaced from time to time so
long as any amendment, modification, or replacement is no less favorable to the
Company and the Restricted Subsidiaries than the contract or agreement as in
effect on the date of this Indenture; and

     (f)  Permitted Investments and Restricted Payments that are permitted by
the provisions of this Indenture described under Section 4.07.

Section 4.12.  Liens.

     The Company shall not, and shall not permit any of the Restricted
Subsidiaries to, directly or indirectly, create, incur, assume or suffer to
exist any Lien of any kind securing Indebtedness, Attributable Debt, or trade
payables on any asset now owned or hereafter acquired, except Permitted Liens,
unless all payments due under the Notes, the Notes Guarantees, and this
Indenture are secured on an equal and ratable basis with the obligation so
secured until such obligations are no longer secured by a Lien.

Section 4.13.  Business Activities.

     The Company and the Guarantors shall not, and shall not permit any
Restricted Subsidiary to, engage in any business other than Permitted
Businesses, except to such extent as would not be material to the Company and
the Restricted Subsidiaries taken as a whole.

                                       52
<PAGE>

Section 4.14.  Corporate Existence.

     Subject to Article 5 hereof, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect (i) its corporate
existence, and the corporate, partnership or other existence of each of its
Subsidiaries, in accordance with the respective organizational documents (as the
same may be amended from time to time) of the Company or any such Subsidiary and
(ii) the rights (charter and statutory), licenses and franchises of the Company
and its Subsidiaries; provided, however, that the Company shall not be required
to preserve any such right, license or franchise, or the corporate, partnership
or other existence of any of its Subsidiaries, if the Board of Directors shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and its Subsidiaries, taken as a whole, and that the
loss thereof is not adverse in any material respect to the Holders of the Notes.

Section 4.15.  Offer to Repurchase Upon Change of Control.

     (a)  Upon the occurrence of a Change of Control, the Company shall make an
offer (a "Change of Control Offer") to each Holder to repurchase all or any part
(equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a
purchase price equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Liquidated Damages thereon, if any, to the date
of purchase ( the "Change of Control Payment"). Within 60 days following any
Change of Control, the Company shall mail a notice to each Holder stating: (1)
that the Change of Control Offer is being made pursuant to this Section 4.15 and
that all Notes tendered will be accepted for payment; (2) the purchase price and
the purchase date, which shall be no earlier than 30 days and no later than 60
days from the date such notice is mailed (the "Change of Control Payment Date");
(3) that any Note not tendered will continue to accrue interest; (4) that,
unless the Company defaults in the payment of the Change of Control Payment, all
Notes accepted for payment pursuant to the Change of Control Offer shall cease
to accrue interest after the Change of Control Payment Date; (5) that Holders
electing to have any Notes purchased pursuant to a Change of Control Offer will
be required to surrender the Notes, with the form entitled "Option of Holder to
Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at
the address specified in the notice prior to the close of business on the third
Business Day preceding the Change of Control Payment Date; (6) that Holders will
be entitled to withdraw their election if the Paying Agent receives, not later
than the close of business on the second Business Day preceding the Change of
Control Payment Date, a telegram, telex, facsimile transmission or letter
setting forth the name of the Holder, the principal amount of Notes delivered
for purchase, and a statement that such Holder is withdrawing his election to
have the Notes purchased; and (7) that Holders whose Notes are being purchased
only in part will be issued new Notes equal in principal amount to the
unpurchased portion of the Notes surrendered, which unpurchased portion must be
equal to $1,000 in principal amount or an integral multiple thereof. The Company
shall comply with the requirements of Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder to the extent such laws and
regulations are applicable in connection with the repurchase of Notes in
connection with a Change of Control.

     (b)  On the Change of Control Payment Date, the Company shall, to the
extent lawful, (1) accept for payment all Notes or portions thereof properly
tendered pursuant to the Change of Control Offer, (2) deposit with the Paying
Agent an amount equal to the Change of Control Payment in respect of all Notes
or portions thereof properly tendered and (3) deliver or cause to be delivered
to the Trustee the Notes properly accepted together with an Officers'
Certificate stating the aggregate principal amount of Notes or portions thereof
being purchased by the Company. The Paying Agent shall promptly mail to each
Holder of Notes properly tendered the Change of Control Payment for such Notes,
and the Trustee shall promptly authenticate and mail (or cause to be transferred
by book entry) to each Holder a new Note equal in principal amount to any
unpurchased portion of the Notes surrendered, if any; provided that each

                                       53
<PAGE>

new Note shall be in a principal amount of $1,000 or an integral multiple
thereof. The Company shall publicly announce the results of the Change of
Control Offer on or as soon as practicable after the Change of Control Payment
Date.

     (c)  Notwithstanding anything to the contrary in this Section 4.15, the
Company shall not be required to make a Change of Control Offer upon a Change of
Control if a third party makes the Change of Control Offer in the manner, at the
times and otherwise in compliance with the requirements set forth in this
Section 4.15 and Section 3.09 hereof and all other provisions of this Indenture
applicable to a Change of Control Offer made by the Company and purchases all
Notes properly tendered and not withdrawn under the Change of Control Offer.

Section 4.16.  No Senior Subordinated Debt

     The Company shall not incur, create, issue, assume, guarantee, or otherwise
become liable for any Indebtedness that is subordinate or junior in right of
payment to any Senior Debt of the Company and senior in any respect in right of
payment to the Notes. No Guarantor shall incur, create, issue, assume, guarantee
or otherwise become liable for any Indebtedness that is subordinated or junior
in right of payment to the Senior Debt of such Guarantor and senior in any
respect in right of payment to such Guarantor's Note Guarantee.

Section 4.17.  Sale and Leaseback Transactions.

     The Company and the Guarantors shall not, and shall not permit any of the
Restricted Subsidiaries to, enter into any sale and leaseback transaction;
provided that the Company or any Guarantor may enter into a sale and leaseback
transaction if (i) the Company or that Guarantor could have (a) incurred
Indebtedness in an amount equal to the Attributable Debt relating to such sale
and leaseback transaction and (b) incurred a Lien to secure such Indebtedness
pursuant to the provisions of Section 4.12 hereof, (ii) the gross cash proceeds
of that sale and leaseback transaction are at least equal to the fair market
value, as determined in good faith by the Board of Directors and set forth in an
Officers' Certificate delivered to the Trustee, of the property that is the
subject of such sale and leaseback transaction and (iii) the transfer of assets
in such sale and leaseback transaction is permitted by, and the Company or such
Guarantor applies the proceeds of such transaction in compliance with, Section
4.10 hereof.

Section 4.18.  Limitation on Issuances of Guarantees of Indebtedness.

     The Company shall not permit any Restricted Subsidiary, directly or
indirectly, to incur Indebtedness or guarantee or pledge any assets to secure
the payment of any other of the Company's Indebtedness or that of any Restricted
Subsidiary unless either the Restricted Subsidiary

     (a)  is a subsidiary guarantor or

     (b)  simultaneously executes and delivers a supplemental indenture to this
Indenture and becomes a subsidiary guarantor which Guarantee shall

          (i)   with respect to any Guarantee of Senior Debt, be subordinated in
     right of payment on the same terms as the Notes are subordinated to the
     Senior Debt; and

          (ii)  with respect to any Guarantee of any other Indebtedness, be
     senior to or rank equal to the Restricted Subsidiary's other Indebtedness
     or Guarantee of or pledge to secure the other Indebtedness.

                                       54
<PAGE>

     Notwithstanding the preceding paragraph, any Guarantee by a Restricted
Subsidiary of the Notes shall provide by its terms that it shall be
automatically and unconditionally released and discharged upon any sale,
exchange, or transfer, to any Person, of all of the Company's stock in, or all
or substantially all the assets of the Restricted Subsidiary, which sale,
exchange, or transfer is made in compliance with the applicable provisions of
this Indenture.

Section 4.19.  Payments for Consent.

     The Company and the Guarantors shall not, and shall not permit any of their
Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration to or for the benefit of any Holder of Notes for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of this Indenture or the Notes unless such consideration is offered to be paid
and is paid to all Holders of the Notes that consent, waive or agree to amend in
the time frame set forth in the solicitation documents relating to such consent,
waiver or agreement.

Section 4.20.  Designation of Restricted and Unrestricted Subsidiaries

     The Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if that designation would not cause a Default. If a
Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate
fair market value of all outstanding Investments owned by the Company and the
Restricted Subsidiaries in the Subsidiary properly designated will be deemed to
be an Investment made as of the time of the designation and will reduce the
amount available for Restricted Payments under the first paragraph of Section
4.07 or Permitted Investments, as determined by the Company. That designation
will only be permitted if the Investment would be permitted at that time and if
the Restricted Subsidiary otherwise meets the definition of an Unrestricted
Subsidiary. The Board of Directors may redesignate any Unrestricted Subsidiary
to be a Restricted Subsidiary if the redesignation would not cause a Default.

                                  ARTICLE 5.
                                  SUCCESSORS

Section 5.01.  Merger, Consolidation, or Sale of Assets.

     The Company shall not, directly or indirectly: (1) consolidate or merge
with or into another Person (whether or not the Company is the surviving
corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all
or substantially all of the properties or assets of the Company and the
Restricted Subsidiaries taken as a whole, in one or more related transactions,
to an other Person; unless:

          (i)    either: (x) the Company is the surviving corporation; or (y)
     the Person formed by or surviving any such consolidation or merger (if
     other than the Company) or to which such sale, assignment, transfer,
     conveyance or other disposition has been made is a corporation organized or
     existing under the laws of the United States, any state of the United
     States or the District of Columbia;

          (ii)   the Person formed by or surviving any such consolidation or
     merger (if other than the Company) or the Person to which such sale,
     assignment, transfer, conveyance or other disposition has been made assumes
     all the obligations of the Company under the Notes, this Indenture and the
     Registration Rights Agreement pursuant to agreements reasonably
     satisfactory to the Trustee;

          (iii)  immediately after such transaction no Default or Event of
     Default exists; and

                                       55
<PAGE>

          (iv)  the Company or the Person formed by or surviving any such
     consolidation or merger (if other than the Company), or to which such sale,
     assignment, transfer, conveyance or other disposition has been made (x)
     shall, on the date of such transaction after giving pro forma effect
     thereto and any related financing transactions as if the same had occurred
     at the beginning of the applicable four-quarter period, be permitted to
     incur at least $1.00 of additional Indebtedness pursuant to the Leverage
     Ratio test set forth in the first paragraph of Section 4.09, or (y) would
     have a lower Leverage Ratio immediately after the transaction, after giving
     pro forma effect to the transaction as if the transaction had occurred at
     the beginning of the applicable four quarter period, than the Company's
     Leverage Ratio immediately prior to the transaction.

     The preceding clause (iv) shall not prohibit: (x) a merger between the
Company and one of the Company's Wholly Owned Subsidiaries; (y) a merger between
the Company and one of the Company's Affiliates incorporated solely for the
purpose of reincorporating as a corporation, or (z) a merger between the Company
and one of the Company's Affiliates incorporated solely for the purpose of
reincorporating in another state of the United States.

     In addition, the Company shall not, directly or indirectly, lease all or
substantially all of its properties or assets, in one or more related
transactions, to any other Person. The provisions of this Section 5.01 shall not
apply to a sale, assignment, transfer, conveyance or other disposition of assets
between or among the Company and any of its Wholly Owned Restricted
Subsidiaries.

Section 5.02.  Successor Corporation Substituted.

     Upon any consolidation or merger, or any sale, assignment, transfer, lease,
conveyance or other disposition of all or substantially all of the assets of the
Company in accordance with Section 5.01 hereof, the successor corporation formed
by such consolidation or into or with which the Company is merged or to which
such sale, assignment, transfer, lease, conveyance or other disposition is made
shall succeed to, and be substituted for (so that from and after the date of
such consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer instead to
the successor corporation and not to the Company), and may exercise every right
and power of the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; provided, however, that
the predecessor Company shall not be relieved from the obligation to pay the
principal of and interest on the Notes except in the case of a sale, assignment,
transfer, conveyance or other disposition of all of the Company's assets that
meets the requirements of Section 5.01 hereof.

                                  ARTICLE 6.
                             DEFAULTS AND REMEDIES

Section 6.01.  Events of Default.

     An "Event of Default" occurs if:

     (a)  the Company defaults in the payment when due of interest on, or
Liquidated Damages with respect to, the Notes and such default continues for a
period of 30 days;

     (b)  the Company defaults in the payment when due of principal of or
premium, if any, on the Notes when the same becomes due and payable at maturity,
upon redemption (including in connection with an offer to purchase) or
otherwise;

     (c)  the Company fails to comply with any of the provisions of Section 4.15
hereof;

                                       56
<PAGE>

     (d)  the Company fails to comply with any of the provisions of Section 4.07
or 4.10 hereof for 30 days after notice to the Company by the Trustee or the
Holders of at least 25% in aggregate principal amount of the Notes (including
Additional Notes, if any) then outstanding voting as a single class;

     (e)  the Company fails to observe or perform any other covenant,
representation, warranty or other agreement in this Indenture, the Notes  for 60
days after notice to the Company by the Trustee or the Holders of at least 25%
in aggregate principal amount of the Notes (including Additional Notes, if any)
then outstanding voting as a single class;

     (f)  a default occurs under any mortgage, indenture or instrument under
which there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Company or any of the Restricted
Subsidiaries (or the payment of which is guaranteed by the Company or any of the
Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or
is created after the date hereof, which default (i) is caused by a failure to
pay principal of such Indebtedness at the final Stated Maturity thereof or (ii)
results in the acceleration of such Indebtedness prior to its express maturity
and, in each case, the principal amount of such Indebtedness, together with the
principal amount of any other such Indebtedness described under clauses (i) and
(ii) aggregates $5.0 million or more;

     (g)  a final judgment or final judgments for the payment of money are
entered by a court or courts of competent jurisdiction against the Company or
any of its Significant Subsidiaries or any group of Subsidiaries that, taken as
a whole, would constitute a Significant Subsidiary and such judgment or
judgments remain undischarged for a period (during which execution shall not be
effectively stayed) of 60 days, provided that the aggregate of all such
undischarged judgments exceeds $5.0 million;

     (h)  the Company or any of its Significant Subsidiaries or any group of
Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary
pursuant to or within the meaning of Bankruptcy Law:

          (i)    commences a voluntary case,

          (ii)   consents to the entry of an order for relief against it in an
     involuntary case,

          (iii)  consents to the appointment of a custodian of it or for all or
     substantially all of its property,

          (iv)   makes a general assignment for the benefit of its creditors, or

          (v)    generally is not paying its debts as they become due; or

     (i)  a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that:

          (i)    is for relief against the Company or any of its Significant
     Subsidiaries or any group of Subsidiaries that, taken as a whole, would
     constitute a Significant Subsidiary in an involuntary case;

          (ii)   appoints a custodian of the Company or any of its Significant
     Subsidiaries or any group of Subsidiaries that, taken as a whole, would
     constitute a Significant Subsidiary or for all or substantially all of the
     property of the Company or any of its Significant Subsidiaries or any group
     of Subsidiaries that, taken as a whole, would constitute a Significant
     Subsidiary; or

                                       57
<PAGE>

          (iii)  orders the liquidation of the Company or any of its Significant
     Subsidiaries or any group of Subsidiaries that, taken as a whole, would
     constitute a Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days;
or

     (j)  except as permitted by this Indenture, any Note Guarantee is held in
any judicial proceeding to be unenforceable or invalid or shall cease for any
reason to be in full force and effect or any Guarantor, or any Person acting on
behalf of any Guarantor, shall deny or disaffirm its obligations under such
Guarantor's Note Guarantee.

Section 6.02.  Acceleration.

     If any Event of Default (other than an Event of Default specified in clause
(g) or (h) of Section 6.01 hereof with respect to the Company, any Significant
Subsidiary or any group of Significant Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary) 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. Upon any such
declaration, the Notes shall become due and payable immediately. Notwithstanding
the foregoing, if an Event of Default specified in clause (h) or (i) of Section
6.01 hereof occurs with respect to the Company, any of its Significant
Subsidiaries or any group of Subsidiaries that, taken as a whole, would
constitute a Significant Subsidiary, all outstanding Notes shall be due and
payable immediately without further action or notice. The Holders of a majority
in aggregate principal amount of the then outstanding Notes by written notice to
the Trustee may on behalf of all of the Holders rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default (except nonpayment of principal, interest
or premium that has become due solely because of the acceleration) have been
cured or waived.

     If an Event of Default occurs on or after April 1, 2005 by reason of any
willful action (or inaction) taken (or not taken) by or on behalf of the Company
with the intention of avoiding payment of the premium that the Company would
have had to pay if the Company then had elected to redeem the Notes pursuant to
Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium
shall also become and be immediately due and payable, to the extent permitted by
law, anything in this Indenture or in the Notes to the contrary notwithstanding.
If an Event of Default occurs prior to April 1, 2005 by reason of any willful
action (or inaction) taken (or not taken) by or on behalf of the Company with
the intention of avoiding the prohibition on redemption of the Notes prior to
such date, then, upon acceleration of the Notes, an additional premium shall
also become and be immediately due and payable in an amount, for each of the
years beginning on April 1 of the years set forth below, as set forth below
(expressed as a percentage of the principal amount of the Notes on the date of
payment that would otherwise be due but for the provisions of this sentence):

<TABLE>
<CAPTION>
     Year                                                 Percentage
     ----                                                 ----------
     <S>                                                  <C>
     2001.............................................      112.000%
     2002.............................................      110.500%
     2003.............................................      109.000%
     2004 and thereafter..............................      107.500%
</TABLE>

                                       58
<PAGE>

Section 6.03.  Other Remedies.

     If an Event of Default occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of principal, premium, if any, and
interest on the Notes or to enforce the performance of any provision of the
Notes or this Indenture.

     The Trustee may maintain a proceeding even if it does not possess any of
the Notes or does not produce any of them in the proceeding. A delay or omission
by the Trustee or any Holder of a Note in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

Section 6.04.  Waiver of Past Defaults.

     Holders of not less than a majority in aggregate principal amount of the
then outstanding Notes by notice to the Trustee may on behalf of the Holders of
all of the Notes waive an existing Default or Event of Default and its
consequences hereunder, except a continuing Default or Event of Default in the
payment of the principal of, premium and Liquidated Damages, if any, or interest
on, the Notes (including in connection with an offer to purchase) (provided,
however, that the Holders of a majority in aggregate principal amount of the
then outstanding Notes may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration).
Upon any such waiver, such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon.

Section 6.05.  Control by Majority.

     Holders of a majority in principal amount of the then outstanding Notes may
direct the time, method and place of conducting any proceeding for exercising
any remedy available to the Trustee or exercising any trust or power conferred
on it. However, the Trustee may refuse to follow any direction that conflicts
with law or this Indenture that the Trustee determines may be unduly prejudicial
to the rights of other Holders of Notes or that may involve the Trustee in
personal liability.

Section 6.06.  Limitation on Suits.

     A Holder of a Note may pursue a remedy with respect to this Indenture or
the Notes only if:

     (a)  the Holder of a Note gives to the Trustee written notice of a
continuing Event of Default;

     (b)  the Holders of at least 25% in principal amount of the then
outstanding Notes make a written request to the Trustee to pursue the remedy;

     (c)  such Holder of a Note or Holders of Notes offer and, if requested,
provide to the Trustee indemnity satisfactory to the Trustee against any loss,
liability or expense;

     (d)  the Trustee does not comply with the request within 60 days after
receipt of the request and the offer and, if requested, the provision of
indemnity; and

     (e)  during such 60-day period the Holders of a majority in principal
amount of the then outstanding Notes do not give the Trustee a direction
inconsistent with the request.

                                       59
<PAGE>

     A Holder of a Note may not use this Indenture to prejudice the rights of
another Holder of a Note or to obtain a preference or priority over another
Holder of a Note.

Section 6.07.  Rights of Holders of Notes to Receive Payment.

     Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal, premium and Liquidated
Damages, if any, and interest on the Note, on or after the respective due dates
expressed in the Note (including in connection with an offer to purchase), or to
bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder.

Section 6.08.  Collection Suit by Trustee.

     If an Event of Default specified in Section 6.01(a) or (b) occurs and is
continuing, the Trustee is authorized to recover judgment in its own name and as
trustee of an express trust against the Company for the whole amount of
principal of, premium and Liquidated Damages, if any, and interest remaining
unpaid on the Notes and interest on overdue principal and, to the extent lawful,
interest and such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

Section 6.09.  Trustee May File Proofs of Claim.

     The Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof.  To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise.  Nothing herein contained shall
be deemed to authorize the Trustee to authorize or consent to or accept or adopt
on behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10.  Priorities.

     If the Trustee collects any money pursuant to this Article, it shall pay
out the money in the following order:

          First:  to the Trustee, its agents and attorneys for amounts due under
     Section 7.07 hereof, including payment of all compensation, expense and
     liabilities incurred, and all advances made, by the Trustee and the costs
     and expenses of collection;

                                       60
<PAGE>

               Second: to Holders of Notes for amounts due and unpaid on the
     Notes for principal, premium and Liquidated Damages, if any, and interest,
     ratably, without preference or priority of any kind, according to the
     amounts due and payable on the Notes for principal, premium and Liquidated
     Damages, if any and interest, respectively; and

               Third:   to the Company or to such party as a court of competent
     jurisdiction shall direct.

     The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.

Section 6.11.  Undertaking for Costs.

     In any suit for the enforcement of any right or remedy under this Indenture
or in any suit against the Trustee for any action taken or omitted by it as a
Trustee, a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section does
not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to
Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount
of the then outstanding Notes.

                                  ARTICLE 7.
                                    TRUSTEE

Section 7.01.  Duties of Trustee.

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

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

          (i)  the duties of the Trustee shall be determined solely by the
     express provisions of this Indenture and the Trustee need perform only
     those duties that are specifically set forth in this Indenture and no
     others, and no implied covenants or obligations shall be read into this
     Indenture against the Trustee; and

          (ii) in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture. However,
     the Trustee shall examine the certificates and opinions to determine
     whether or not they conform to the requirements of this Indenture.

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

          (i)  this paragraph does not limit the effect of paragraph (b) of
     this Section;

                                       61
<PAGE>

          (ii)   the Trustee shall not be liable for any error of judgment made
     in good faith by a Responsible Officer, unless it is proved that the
     Trustee was negligent in ascertaining the pertinent facts; and

          (iii)  the Trustee shall not be liable with respect to any action it
     takes or omits to take in good faith in accordance with a direction
     received by it pursuant to Section 6.05 hereof.

     (d)  Whether or not therein expressly so provided, every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (a),
(b), and (c) of this Section.

     (e)  No provision of this Indenture shall require the Trustee to expend or
risk its own funds or incur any liability.  The Trustee shall be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders, unless such Holder shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.

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

Section 7.02.  Rights of Trustee.

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

     (b)  Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel and the written advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection from liability in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.

     (c)  The Trustee may act through its attorneys and agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due
care.

     (d)  The Trustee shall not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

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

     (f)  The Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities that might be
incurred by it in compliance with such request or direction.

Section 7.03.  Individual Rights of Trustee.

     The Trustee in its individual or any other capacity may become the owner or
pledgee of Notes and may otherwise deal with the Company or any Affiliate of the
Company with the same rights it would have if it were not Trustee. However, in
the event that the Trustee acquires any conflicting interest it

                                       62
<PAGE>

must eliminate such conflict within 90 days, apply to the SEC for permission to
continue as trustee or resign. Any Agent may do the same with like rights and
duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04.  Trustee's Disclaimer.

     The Trustee shall not be responsible for and makes no representation as to
the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company's use of the proceeds from the Notes or any money
paid to the Company or upon the Company's direction under any provision of this
Indenture, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.

Section 7.05.  Notice of Defaults.

     If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the
Default or Event of Default within 90 days after it occurs. Except in the case
of a Default or Event of Default in payment of principal of, premium, if any, or
interest on any Note, the Trustee may withhold the notice if and so long as a
committee of its Responsible Officers in good faith determines that withholding
the notice is in the interests of the Holders of the Notes.

Section 7.06.  Reports by Trustee to Holders of the Notes.

     Within 60 days after each May 15 beginning with the May 15 following the
date hereof, and for so long as Notes remain outstanding, the Trustee shall mail
to the Holders of the Notes a brief report dated as of such reporting date that
complies with TIA (S) 313(a) (but if no event described in TIA (S) 313(a) has
occurred within the twelve months preceding the reporting date, no report need
be transmitted). The Trustee also shall comply with TIA (S) 313(b)(2). The
Trustee shall also transmit by mail all reports as required by TIA (S) 313(c).

     A copy of each report at the time of its mailing to the Holders of Notes
shall be mailed to the Company and filed with the SEC and each stock exchange on
which the Notes are listed in accordance with TIA (S) 313(d). The Company shall
promptly notify the Trustee when the Notes are listed on any stock exchange.

Section 7.07.  Compensation and Indemnity.

     The Company shall, jointly and severally, pay to the Trustee from time to
time reasonable compensation for its acceptance of this Indenture and services
hereunder. The Trustee's compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Company shall, jointly and
severally, reimburse the Trustee promptly upon request for all reasonable
disbursements, advances and expenses incurred or made by it in addition to the
compensation for its services. Such expenses shall include the reasonable
compensation, disbursements and expenses of the Trustee's agents and counsel.

     The Company shall, jointly and severally, indemnify the Trustee against any
and all losses, liabilities or expenses incurred by it arising out of or in
connection with the acceptance or administration of its duties under this
Indenture, including the costs and expenses of enforcing this Indenture against
the Company (including this Section 7.07) and defending itself against any claim
(whether asserted by the

                                       63
<PAGE>

Company or any Holder or any other person) or liability in connection with the
exercise or performance of any of its powers or duties hereunder, except to the
extent any such loss, liability or expense may be attributable to its negligence
or bad faith. The Trustee shall notify the Company promptly of any claim for
which it may seek indemnity. Failure by the Trustee to so notify the Company
shall not relieve the Company of its obligations hereunder. The Company shall
defend the claim and the Trustee shall cooperate in the defense. The Trustee may
have separate counsel and the Company shall pay the reasonable fees and expenses
of such counsel. The Company need not pay for any settlement made without its
consent, which consent shall not be unreasonably withheld.

     The obligations of the Company under this Section 7.07 shall survive the
satisfaction and discharge of this Indenture.

     To secure the Company's payment obligations in this Section, the Trustee
shall have a Lien prior to the Notes on all money or property held or collected
by the Trustee, except that held in trust to pay principal and interest on
particular Notes. Such Lien shall survive the satisfaction and discharge of this
Indenture.

     When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(g) or (h) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

     The Trustee shall comply with the provisions of TIA (S) 313(b)(2) to the
extent applicable.

Section 7.08.  Replacement of Trustee.

     A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section.

     The Trustee may resign in writing at any time and be discharged from the
trust hereby created by so notifying the Company. The Holders of a majority in
principal amount of the then outstanding Notes may remove the Trustee by so
notifying the Trustee and the Company in writing. The Company may remove the
Trustee if:

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

     (b)  the Trustee is adjudged a bankrupt or an insolvent or an order for
relief is entered with respect to the Trustee under any Bankruptcy Law;

     (c)  a custodian or public officer takes charge of the Trustee or its
property; or

     (d)  the Trustee becomes incapable of acting.

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

     If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of at least 10% in principal amount of the

                                       64
<PAGE>

then outstanding Notes may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

     If the Trustee, after written request by any Holder who has been a Holder
for at least six months, fails to comply with Section 7.10, such Holder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

     A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Thereupon, the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall mail a notice of its succession to
Holders. The retiring Trustee shall promptly transfer all property held by it as
Trustee to the successor Trustee, provided all sums owing to the Trustee
hereunder have been paid and subject to the Lien provided for in Section 7.07
hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 hereof shall continue for the
benefit of the retiring Trustee.

Section 7.09.  Successor Trustee by Merger, etc.

     If the Trustee consolidates, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act shall be the successor Trustee.

Section 7.10.  Eligibility; Disqualification.

     There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $100 million
as set forth in its most recent published annual report of condition.

     This Indenture shall always have a Trustee who satisfies the requirements
of TIA (S) 310(a)(1), (2) and (5). The Trustee is subject to TIA (S) 310(b).

Section 7.11.  Preferential Collection of Claims Against Company.

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

                                  ARTICLE 8.
                   LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01.  Option to Effect Legal Defeasance or Covenant Defeasance.

     The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article Eight.

                                       65
<PAGE>

Section 8.02.  Legal Defeasance and Discharge.

     Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Notes on the
date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to be "outstanding" only for
the purposes of Section 8.05 hereof and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all its other
obligations under such Notes and this Indenture (and the Trustee, on demand of
and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder: (a) the rights of Holders of
outstanding Notes to receive solely from the trust fund described in Section
8.04 hereof, and as more fully set forth in such Section, payments in respect of
the principal of, premium, if any, and interest on such Notes when such payments
are due, (b) the Company's obligations with respect to such Notes under Article
2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities
of the Trustee hereunder and the Company's obligations in connection therewith
and (d) this Article Eight. Subject to compliance with this Article Eight, the
Company may exercise its option under this Section 8.02 notwithstanding the
prior exercise of its option under Section 8.03 hereof.

Section 8.03.  Covenant Defeasance.

     Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be released from its
obligations under the covenants contained in Sections 4.07, 4.08, 4.09, 4.10,
4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18, 4.19 and 4.20 hereof and clause (iv)
of Section 5.01 hereof with respect to the outstanding Notes on and after the
date the conditions set forth in Section 8.04 are satisfied (hereinafter,
"Covenant Defeasance"), and the Notes shall thereafter be deemed not
"outstanding" for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed "outstanding" for all other purposes
hereunder (it being understood that such Notes shall not be deemed outstanding
for accounting purposes). For this purpose, Covenant Defeasance means that, with
respect to the outstanding Notes, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event of Default under
Section 6.01 hereof, but, except as specified above, the remainder of this
Indenture and such Notes shall be unaffected thereby. In addition, upon the
Company's exercise under Section 8.01 hereof of the option applicable to this
Section 8.03 hereof, subject to the satisfaction of the conditions set forth in
Section 8.04 hereof, Sections 6.01(c) through 6.01(f) hereof shall not
constitute Events of Default.

Section 8.04.  Conditions to Legal or Covenant Defeasance.

     The following shall be the conditions to the application of either Section
8.02 or 8.03 hereof to the outstanding Notes:

     In order to exercise either Legal Defeasance or Covenant Defeasance:

     (a)  the Company must irrevocably deposit with the Trustee, in trust, for
the benefit of the Holders, cash in United States dollars, non-callable
Government Securities, or a combination thereof, in such amounts as will be
sufficient, in the opinion of a nationally recognized firm of independent public

                                       66
<PAGE>

accountants, to pay the principal of, premium and Liquidated Damages, if any,
and interest on the outstanding Notes on the stated date for payment thereof or
on the applicable redemption date, as the case may be;

     (b)  in the case of an election under Section 8.02 hereof, the Company
shall have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that (A) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling or (B) since the date hereof, there has been a change in the applicable
federal income tax law, in either case to the effect that, and based thereon
such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes
will not recognize income, gain or loss for federal income tax purposes as a
result of such Legal Defeasance and will be subject to federal income tax on the
same amounts, in the same manner and at the same times as would have been the
case if such Legal Defeasance had not occurred;

     (c)  in the case of an election under Section 8.03 hereof, the Company
shall have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Covenant Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Covenant Defeasance had not occurred;

     (d)  no Default or Event of Default shall have occurred and be continuing
on the date of such deposit (other than a Default or Event of Default resulting
from the incurrence of Indebtedness all or a portion of the proceeds of which
will be used to defease the Notes pursuant to this Article Eight concurrently
with such incurrence) or insofar as Sections 6.01(g) or 6.01(h) hereof is
concerned, at any time in the period ending on the 91st day after the date of
deposit;

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

     (f)  the Company shall have delivered to the Trustee an Opinion of Counsel
(which may be subject to customary exceptions) to the effect that on the 91st
day following the deposit, the trust funds will not be subject to the effect of
any applicable bankruptcy, insolvency, reorganization or similar laws affecting
creditors' rights generally;

     (g)  the Company shall have delivered to the Trustee an Officers'
Certificate stating that the deposit was not made by the Company with the intent
of preferring the Holders over any other creditors of the Company or with the
intent of defeating, hindering, delaying or defrauding any other creditors of
the Company; and

     (h)  the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for or relating to the Legal Defeasance or the Covenant
Defeasance have been complied with.

Section 8.05.  Deposited Money and Government Securities to be Held in Trust;
               Other Miscellaneous Provisions.

     Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
shall be

                                       67
<PAGE>

held in trust and applied by the Trustee, in accordance with the provisions of
such Notes and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as Paying Agent) as the Trustee may
determine, to the Holders of such Notes of all sums due and to become due
thereon in respect of principal, premium, if any, and interest, but such money
need not be segregated from other funds except to the extent required by law.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

     Anything in this Article Eight to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable Government Securities held by it as provided
in Section 8.04 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.04(a) hereof), are in excess of the amount thereof that would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06.  Repayment to Company.

     Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of, premium, if any, or
interest on any Note and remaining unclaimed for two years after such principal,
and premium, if any, or interest has become due and payable shall be paid to the
Company on its request or (if then held by the Company) shall be discharged from
such trust; and the Holder of such Note shall thereafter look only to the
Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in the New York Times and The
Wall Street Journal (national edition), notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such notification or publication, any unclaimed balance of such
money then remaining will be repaid to the Company.

Section 8.07.  Reinstatement.

     If the Trustee or Paying Agent is unable to apply any United States dollars
or non-callable Government Securities in accordance with Section 8.02 or 8.03
hereof, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 8.02 or 8.03
hereof, as the case may be; provided, however, that, if the Company makes any
payment of principal of, premium, if any, or interest on any Note following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.

                                       68
<PAGE>

                                  ARTICLE 9.
                       AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01.  Without Consent of Holders of Notes.

     Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors
and the Trustee may amend or supplement this Indenture, the Note Guarantees or
the Notes without the consent of any Holder of a Note:

     (a)  to cure any ambiguity, defect or inconsistency;

     (b)  to provide for uncertificated Notes in addition to or in place of
certificated Notes or to alter the provisions of Article 2 hereof (including the
related definitions) in a manner that does not materially adversely affect any
Holder;

     (c)  to provide for the assumption of the Company's or a Guarantor's
obligations to the Holders of the Notes by a successor to the Company pursuant
to Article 5 or Article 11 hereof;

     (d)  to make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect the legal
rights hereunder of any Holder of the Note;

     (e)  to comply with requirements of the SEC in order to effect or maintain
the qualification of this Indenture under the TIA;

     (f)  to provide for the issuance of Additional Notes in accordance with the
limitations set forth in this Indenture as of the date hereof; or

     (g)  to allow any Guarantor to execute a supplemental indenture and/or a
Note Guarantee with respect to the Notes.

     Upon the request of the Company accompanied by a resolution of its Board of
Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section
7.02 hereof, the Trustee shall join with the Company and the Guarantors in the
execution of any amended or supplemental Indenture authorized or permitted by
the terms of this Indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into such amended or supplemental Indenture that affects its
own rights, duties or immunities under this Indenture or otherwise.

Section 9.02.  With Consent of Holders of Notes.

     Except as provided below in this Section 9.02, the Company and the Trustee
may amend or supplement this Indenture (including Section 3.09, 4.10 and 4.15
hereof), the Note Guarantees and the Notes with the consent of the Holders of at
least a majority in principal amount of the Notes (including Additional Notes,
if any) then outstanding voting as a single class (including consents obtained
in connection with a tender offer or exchange offer for, or purchase of, the
Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or
Event of Default (other than a Default or Event of Default in the payment of the
principal of, premium, if any, or interest on the Notes, except a payment
default resulting from an acceleration that has been rescinded) or compliance
with any provision of this Indenture, the Note Guarantees or the Notes may be
waived with the consent of the Holders of a majority in principal amount of the
then outstanding Notes (including Additional Notes, if any) voting as a single
class (including consents obtained in connection with a tender offer or exchange
offer for, or purchase of,

                                       69
<PAGE>

the Notes). Without the consent of at least 75% in principal amount of the Notes
then outstanding (including consents obtained in connection with a tender offer
or exchange offer for, or purchase of, such Notes), no waiver or amendment to
this Indenture may make any change relating to (1) the provisions of Article 10
hereof that adversely affect the rights of any Holder of Notes or (2) release of
any Guarantor from any of its obligations under its Note Guarantee or this
Indenture, except in accordance with the terms of this Indenture. Section 2.08
hereof shall determine which Notes are considered to be "outstanding" for
purposes of this Section 9.02.

     Upon the request of the Company accompanied by a resolution of its Board of
Directors authorizing the execution of any such amended or supplemental
Indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by
the Trustee of the documents described in Section 7.02 hereof, the Trustee shall
join with the Company in the execution of such amended or supplemental Indenture
unless such amended or supplemental Indenture directly affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise, in which case
the Trustee may in its discretion, but shall not be obligated to, enter into
such amended or supplemental Indenture.

     It shall not be necessary for the consent of the Holders of Notes under
this Section 9.02 to approve the particular form of any proposed amendment or
waiver, but it shall be sufficient if such consent approves the substance
thereof.

     After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount of the Notes (including Additional Notes,
if any) then outstanding voting as a single class may waive compliance in a
particular instance by the Company with any provision of this Indenture or the
Notes. However, without the consent of each Holder affected, an amendment or
waiver under this Section 9.02 may not (with respect to any Notes held by a non-
consenting Holder):

     (a)  reduce the principal amount of Notes whose Holders must consent to an
amendment, supplement or waiver;

     (b)  reduce the principal of or change the fixed maturity of any Note or
alter or waive any of the provisions with respect to the redemption of the Notes
except as provided above with respect to Sections 3.09, 4.10 and 4.15 hereof;

     (c)  reduce the rate of or change the time for payment of interest,
including default interest, on any Note;

     (d)  waive a Default or Event of Default in the payment of principal of or
premium, if any, or interest on the Notes (except a rescission of acceleration
of the Notes by the Holders of at least a majority in aggregate principal amount
of the then outstanding Notes (including Additional Notes, if any) and a waiver
of the payment default that resulted from such acceleration);

     (e)  make any Note payable in money other than that stated in the Notes;

     (f)  make any change in the provisions of this Indenture relating to
waivers of past Defaults or the rights of Holders of Notes to receive payments
of principal of or interest on the Notes;

                                       70
<PAGE>

     (g)   make any change in Section 6.04 or 6.07 hereof or in the foregoing
amendment and waiver provisions; or

     (h)   waive a redemption payment with respect to any Note except as
provided above with respect to Sections 3.09, 4.10 and 4.15 hereof.

Section 9.03.  Compliance with Trust Indenture Act.

     Every amendment or supplement to this Indenture or the Notes shall be set
forth in a amended or supplemental Indenture that complies with the TIA as then
in effect.

Section 9.04.  Revocation and Effect of Consents.

     Until an amendment, supplement or waiver becomes effective, a consent to it
by a Holder of a Note is a continuing consent by the Holder of a Note and every
subsequent Holder of a Note or portion of a Note that evidences the same debt as
the consenting Holder's Note, even if notation of the consent is not made on any
Note. However, any such Holder of a Note or subsequent Holder of a Note may
revoke the consent as to its Note if the Trustee receives written notice of
revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

Section 9.05.  Notation on or Exchange of Notes.

     The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company in
exchange for all Notes may issue and the Trustee shall, upon receipt of an
Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.

     Failure to make the appropriate notation or issue a new Note shall not
affect the validity and effect of such amendment, supplement or waiver.

Section 9.06.  Trustee to Sign Amendments, etc.

     The Trustee shall sign any amended or supplemental Indenture authorized
pursuant to this Article Nine if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company
may not sign an amendment or supplemental Indenture until the Board of Directors
approves it. In executing any amended or supplemental indenture, the Trustee
shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully
protected in relying upon, in addition to the documents required by Section
12.04 hereof, an Officer's Certificate and an Opinion of Counsel stating that
the execution of such amended or supplemental indenture is authorized or
permitted by this Indenture.

                                  ARTICLE 10.
                                 SUBORDINATION

Section 10.01.  Agreement to Subordinate.

     The Company agrees, and each Holder by accepting a Note agrees, that the
Indebtedness evidenced by the Notes is subordinated in right of payment, to the
extent and in the manner provided in this Article 10, to the prior payment in
full of all Senior Debt (whether outstanding on the date hereof or

                                       71
<PAGE>

hereafter created, incurred, assumed or guaranteed), and that the subordination
is for the benefit of the holders of Senior Debt.

Section 10.02.  Liquidation; Dissolution; Bankruptcy.

     Upon any distribution to creditors of the Company in a liquidation or
dissolution of the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its property, in
an assignment for the benefit of creditors or any marshaling of the Company's
assets and liabilities:

          (i)   holders of Senior Debt shall be entitled to receive payment in
     full of all Obligations due in respect of such Senior Debt (including
     interest after the commencement of any such proceeding at the rate
     specified in the applicable Senior Debt) before Holders of the Notes shall
     be entitled to receive any payment with respect to the Notes (except that
     Holders may receive (A) Permitted Junior Securities and (B) payments and
     other distributions made from any defeasance trust created pursuant to
     Section 8.01 hereof); and

          (ii)  until all Obligations with respect to Senior Debt (as provided
     in clause (i) above) are paid in full, any distribution to which Holders
     would be entitled but for this Article 10 shall be made to holders of
     Senior Debt (except that Holders of Notes may receive (A) Permitted Junior
     Securities and (B) payments and other distributions made from any
     defeasance trust created pursuant to Section 8.01 hereof), as their
     interests may appear.

Section 10.03.  Default on Designated Senior Debt.

     (a)  The Company may not make any payment or distribution to the Trustee or
any Holder in respect of Obligations with respect to the Notes and may not
acquire from the Trustee or any Holder any Notes for cash or property (other
than (A) Permitted Junior Securities and (B) payments and other distributions
made from any defeasance trust created pursuant to Section 8.01 hereof) until
all principal and other Obligations with respect to the Senior Debt have been
paid in full if:

          (i)   a default in the payment of any principal or other Obligations
     with respect to Designated Senior Debt occurs and is continuing beyond any
     applicable grace period in the agreement, indenture or other document
     governing such Designated Senior Debt; or

          (ii)  a default, other than a payment default, on Designated Senior
     Debt occurs and is continuing that then permits holders of the Designated
     Senior Debt to accelerate its maturity and the Trustee receives a notice of
     the default (a "Payment Blockage Notice") from a Person who may give it
     pursuant to Section 10.11 hereof. If the Trustee receives any such Payment
     Blockage Notice, no subsequent Payment Blockage Notice shall be effective
     for purposes of this Section unless and until (A) at least 360 days shall
     have elapsed since the effectiveness of the immediately prior Payment
     Blockage Notice and (B) all scheduled payments of principal, premium, if
     any, and interest on the Notes that have come due have been paid in full in
     cash. No nonpayment default that existed or was continuing on the date of
     delivery of any Payment Blockage Notice to the Trustee shall be, or be
     made, the basis for a subsequent Payment Blockage Notice.

     (b)  The Company may and shall resume payments on and distributions in
respect of the Notes and may acquire them upon the earlier of:

          (i)   the date upon which the default is cured or waived, or

                                       72
<PAGE>

          (ii)  in the case of a default referred to in clause (ii) of Section
     10.03(a) hereof, 179 days pass after notice is received if the maturity of
     such Designated Senior Debt has not been accelerated,

if this Article 10 otherwise permits the payment, distribution or acquisition at
the time of such payment or acquisition.

Section 10.04.  Acceleration of Notes.

     If payment of the Notes is accelerated because of an Event of Default, the
Company shall promptly notify holders of Senior Debt of the acceleration.

Section 10.05.  When Distribution Must Be Paid Over.

     In the event that the Trustee or any Holder receives any payment of any
Obligations with respect to the Notes at a time when the Trustee or such Holder,
as applicable, has actual knowledge that such payment is prohibited by Section
10.03 hereof, such payment shall be held by the Trustee or such Holder, in trust
for the benefit of, and shall be paid forthwith over and delivered, upon written
request, to, the holders of Senior Debt as their interests may appear or their
Representative under this indenture or other agreement (if any) pursuant to
which Senior Debt may have been issued, as their respective interests may
appear, for application to the payment of all Obligations with respect to Senior
Debt remaining unpaid to the extent necessary to pay such Obligations in full in
accordance with their terms, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Debt.

     With respect to the holders of Senior Debt, the Trustee undertakes to
perform only such obligations on the part of the Trustee as are specifically set
forth in this Article 10, and no implied covenants or obligations with respect
to the holders of Senior Debt shall be read into this Indenture against the
Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and shall not be liable to any such holders if the
Trustee shall pay over or distribute to or on behalf of Holders or the Company
or any other Person money or assets to which any holders of Senior Debt shall be
entitled by virtue of this Article 10, except if such payment is made as a
result of the willful misconduct or gross negligence of the Trustee.

Section 10.06.  Notice by Company.

     The Company shall promptly notify the Trustee and the Paying Agent of any
facts known to the Company that would cause a payment of any Obligations with
respect to the Notes to violate this Article 10, but failure to give such notice
shall not affect the subordination of the Notes to the Senior Debt as provided
in this Article 10.

Section 10.07.  Subrogation.

     After all Senior Debt is paid in full and until the Notes are paid in full,
Holders of Notes shall be subrogated (equally and ratably with all other
Indebtedness pari passu with the Notes) to the rights of holders of Senior Debt
to receive distributions applicable to Senior Debt to the extent that
distributions otherwise payable to the Holders of Notes have been applied to the
payment of Senior Debt.  A distribution made under this Article 10 to holders of
Senior Debt that otherwise would have been made to Holders of Notes is not, as
between the Company and Holders, a payment by the Company on the Notes.

                                       73
<PAGE>

Section 10.08.  Relative Rights.

     This Article 10 defines the relative rights of Holders of Notes and holders
of Senior Debt. Nothing in this Indenture shall:

          (i)    impair, as between the Company and Holders of Notes, the
     obligation of the Company, which is absolute and unconditional, to pay
     principal of and interest on the Notes in accordance with their terms;

          (ii)   affect the relative rights of Holders of Notes and creditors of
     the Company other than their rights in relation to holders of Senior Debt;
     or

          (iii)  prevent the Trustee or any Holder of Notes from exercising its
     available remedies upon a Default or Event of Default, subject to the
     rights of holders and owners of Senior Debt to receive distributions and
     payments otherwise payable to Holders of Notes.

     If the Company fails because of this Article 10 to pay principal of or
interest on a Note on the due date, the failure is still a Default or Event of
Default.

Section 10.09.  Subordination May Not Be Impaired by Company.

     No right of any holder of Senior Debt to enforce the subordination of the
Indebtedness evidenced by the Notes shall be impaired by any act or failure to
act by the Company or any Holder or by the failure of the Company or any Holder
to comply with this Indenture.

Section 10.10.  Distribution or Notice to Representative.

     Whenever a distribution is to be made or a notice given to holders of
Senior Debt, the distribution may be made and the notice given to their
Representative.

     Upon any payment or distribution of assets of the Company referred to in
this Article 10, the Trustee and the Holders of Notes shall be entitled to rely
upon any order or decree made by any court of competent jurisdiction or upon any
certificate of such Representative or of the liquidating trustee or agent or
other Person making any distribution to the Trustee or to the Holders of Notes
for the purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of the Senior Debt and other Indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article 10.

Section 10.11.  Rights of Trustee and Paying Agent.

     Notwithstanding the provisions of this Article 10 or any other provision of
this Indenture, the Trustee shall not be charged with knowledge of the existence
of any facts that would prohibit the making of any payment or distribution by
the Trustee, and the Trustee and the Paying Agent may continue to make payments
on the Notes, unless the Trustee shall have received at its Corporate Trust
Office at least five Business Days prior to the date of such payment written
notice of facts that would cause the payment of any Obligations with respect to
the Notes to violate this Article 10.  Only the Company or a Representative may
give the notice. Nothing in this Article 10 shall impair the claims of, or
payments to, the Trustee under or pursuant to Section 7.07 hereof.

     The Trustee in its individual or any other capacity may hold Senior Debt
with the same rights it would have if it were not Trustee. Any Agent may do the
same with like rights.

                                       74
<PAGE>

Section 10.12.  Authorization to Effect Subordination.

     Each Holder of Notes, by the Holder's acceptance thereof, authorizes and
directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article 10, and appoints the Trustee to act as such Holder's attorney-in-fact
for any and all such purposes. If the Trustee does not file a proper proof of
claim or proof of debt in the form required in any proceeding referred to in
Section 6.09 hereof at least 30 days before the expiration of the time to file
such claim, the Representatives are hereby authorized to file an appropriate
claim for and on behalf of the Holders of the Notes.

Section 10.13.  Amendments.

     The provisions of this Article 10 shall not be amended or modified without
the written consent of the holders of all Senior Debt.

                                  ARTICLE 11.
                                NOTE GUARANTEES

Section 11.01.  Guarantee.

     Subject to this Article 11, each of the Guarantors hereby, jointly and
severally, unconditionally guarantees to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes or
the obligations of the Company hereunder or thereunder, that: (a) the principal
of and interest on the Notes will be promptly paid in full when due, whether at
maturity, by acceleration, redemption or otherwise, and interest on the overdue
principal of and interest on the Notes, if any, if lawful, and all other
obligations of the Company to the Holders or the Trustee hereunder or thereunder
will be promptly paid in full or performed, all in accordance with the terms
hereof and thereof; and (b) in case of any extension of time of payment or
renewal of any Notes or any of such other obligations, that same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at Stated Maturity, by acceleration or otherwise.
Failing payment when due of any amount so guaranteed or any performance so
guaranteed for whatever reason, the Guarantors shall be jointly and severally
obligated to pay the same immediately. Each Guarantor agrees that this is a
Guarantee of payment and not a Guarantee of collection.

     The Guarantors hereby agree that their obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenant that this Note Guarantee shall not be discharged except by complete
performance of the obligations contained in the Notes and this Indenture.

     If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantors or any custodian, trustee, liquidator or
other similar official acting in relation to either the Company or the
Guarantors, any amount paid by either to the Trustee or such Holder, this Note
Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect.

                                       75
<PAGE>

     Each Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes of this Note Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any declaration of acceleration of
such obligations as provided in Article 6 hereof, such obligations (whether or
not due and payable) shall forthwith become due and payable by the Guarantors
for the purpose of this Note Guarantee. The Guarantors shall have the right to
seek contribution from any non-paying Guarantor so long as the exercise of such
right does not impair the rights of the Holders under the Guarantee.

Section 11.02.  Subordination of Note Guarantee.

     The Obligations of each Guarantor under its Note Guarantee pursuant to this
Article 11 shall be junior and subordinated to the Senior Guarantee of such
Guarantor on the same basis as the Notes are junior and subordinated to Senior
Debt of the Company.  For the purposes of the foregoing sentence, the Trustee
and the Holders shall have the right to receive and/or retain payments by any of
the Guarantors only at such times as they may receive and/or retain payments in
respect of the Notes pursuant to this Indenture, including Article 10 hereof.

Section 11.03.  Limitation on Guarantor Liability.

     Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Note Guarantee of
such Guarantor not constitute a fraudulent transfer or conveyance for purposes
of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law to the extent applicable to any
Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders
and the Guarantors hereby irrevocably agree that the obligations of such
Guarantor will, after giving effect to such maximum amount and all other
contingent and fixed liabilities of such Guarantor that are relevant under such
laws, and after giving effect to any collections from, rights to receive
contribution from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under this Article 11, result
in the obligations of such Guarantor under its Note Guarantee not constituting a
fraudulent transfer or conveyance.

Section 11.04.  Execution and Delivery of Note Guarantee.

     To evidence its Note Guarantee set forth in Section 11.01, each Guarantor
hereby agrees that a notation of such Note Guarantee substantially in the form
included in Exhibit E shall be endorsed by an Officer of such Guarantor on each
Note authenticated and delivered by the Trustee and that this Indenture shall be
executed on behalf of such Guarantor by its President or one of its Vice
Presidents.

     Each Guarantor hereby agrees that its Note Guarantee set forth in Section
11.01 shall remain in full force and effect notwithstanding any failure to
endorse on each Note a notation of such Note Guarantee.

     If an Officer whose signature is on this Indenture or on the Note Guarantee
no longer holds that office at the time the Trustee authenticates the Note on
which a Note Guarantee is endorsed, the Note Guarantee shall be valid
nevertheless.

                                       76
<PAGE>

     The delivery of any Note by the Trustee, after the authentication thereof
hereunder, shall constitute due delivery of the Note Guarantee set forth in this
Indenture on behalf of the Guarantors.

     In the event that the Company creates or acquires any new Subsidiaries
subsequent to the date hereof, if required by Section 4.24 hereof, the Company
shall cause such Subsidiaries to execute supplemental indentures to this
Indenture and Note Guarantees in accordance with Section 4.24 hereof and this
Article 11, to the extent applicable.

Section 11.05.  Guarantors May Consolidate, etc., on Certain Terms.

     Except as otherwise provided in Section 11.06, no Guarantor may consolidate
with or merge with or into (whether or not such Guarantor is the surviving
Person) another Person whether or not affiliated with such Guarantor unless:

     (a)   subject to Section 11.06 hereof, the Person formed by or surviving
any such consolidation or merger (if other than a Guarantor or the Company)
unconditionally assumes all the obligations of such Guarantor, pursuant to a
supplemental indenture in form and substance reasonably satisfactory to the
Trustee, under the Notes, this Indenture and the Note Guarantee on the terms set
forth herein or therein; and

     (b)   immediately after giving effect to such transaction, no Default or
Event of Default exists.

     In case of any such consolidation, merger, sale or conveyance and upon the
assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the Note
Guarantee endorsed upon the Notes and the due and punctual performance of all of
the covenants and conditions of this Indenture to be performed by the Guarantor,
such successor Person shall succeed to and be substituted for the Guarantor with
the same effect as if it had been named herein as a Guarantor. Such successor
Person thereupon may cause to be signed any or all of the Note Guarantees to be
endorsed upon all of the Notes issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee. All the Note
Guarantees so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Note Guarantees theretofore and thereafter issued in
accordance with the terms of this Indenture as though all of such Note
Guarantees had been issued at the date of the execution hereof.

     Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses
(a) and (b) above, nothing contained in this Indenture or in any of the Notes
shall prevent any consolidation or merger of a Guarantor with or into the
Company or another Guarantor, or shall prevent any sale or conveyance of the
property of a Guarantor as an entirety or substantially as an entirety to the
Company or another Guarantor.

Section 11.06.  Releases Following Sale of Assets.

     In the event of a sale or other disposition of all of the assets of any
Guarantor, by way of merger, consolidation or otherwise, or a sale or other
disposition of all to the capital stock of any Guarantor, in each case to a
Person that is not (either before or after giving effect to such transactions) a
Restricted Subsidiary of the Company, then such Guarantor (in the event of a
sale or other disposition, by way of merger, consolidation or otherwise, of all
of the capital stock of such Guarantor) or the corporation acquiring the
property (in the event of a sale or other disposition of all or substantially
all of the assets of such Guarantor) will be released and relieved of any
obligations under its Note Guarantee; provided that the Net Proceeds of such
sale or other disposition are applied in accordance with the applicable
provisions of this Indenture, including without limitation Section 4.10 hereof.
Upon delivery by the Company to the Trustee of an Officers' Certificate and an
Opinion of Counsel to the effect that such sale or other

                                       77
<PAGE>

disposition was made by the Company in accordance with the provisions of this
Indenture, including without limitation Section 4.10 hereof, the Trustee shall
execute any documents reasonably required in order to evidence the release of
any Guarantor from its obligations under its Note Guarantee.

     Any Guarantor not released from its obligations under its Note Guarantee
shall remain liable for the full amount of principal of and interest on the
Notes and for the other obligations of any Guarantor under this Indenture as
provided in this Article 11.

                                  ARTICLE 12.
                          SATISFACTION AND DISCHARGE

Section 12.01.  Satisfaction and Discharge.

     This Indenture will be discharged and will cease to be of further effect as
to all Notes issued hereunder, when:

(1)  either:

     (a)  all Notes that have been authenticated (except lost, stolen or
          destroyed Notes that have been replaced or paid and Notes for whose
          payment money has theretofore been deposited in trust and thereafter
          repaid to the Company) have been delivered to the Trustee for
          cancellation; or

     (b)  all Notes that have not been delivered to the Trustee for cancellation
          have become due and payable by reason of the making of a notice of
          redemption or otherwise or will become due and payable within one year
          and the Company or any Guarantor has irrevocably deposited or caused
          to be deposited with the Trustee as trust funds in trust solely for
          the benefit of the Holders, cash in U.S. dollars, non-callable
          Government Securities, or a combination thereof, in such amounts as
          will be sufficient without consideration of any reinvestment of
          interest, to pay and discharge the entire indebtedness on the Notes
          not delivered to the Trustee for cancellation for principal, premium
          and Liquidated Damages, if any, and accrued interest to the date of
          maturity or redemption;

(2)  no Default or Event of Default shall have occurred and be continuing on the
     date of such deposit or shall occur as a result of such deposit and such
     deposit will not result in a breach or violation of, or constitute a
     default under, any other instrument to which the Company or any Guarantor
     is a party or by which the Company or any Guarantor is bound;

(3)  the Company or any Guarantor has paid or caused to be paid all sums payable
     by it under this Indenture; and

(4)  the Company has delivered irrevocable instructions to the Trustee under
     this Indenture to apply the deposited money toward the payment of the Notes
     at maturity or the redemption date, as the case may be.

In addition, the Company must deliver an Officers' Certificate and an Opinion of
Counsel to the Trustee stating that all conditions precedent to satisfaction and
discharge have been satisfied.

                                       78
<PAGE>

     Notwithstanding the satisfaction and discharge of this Indenture, if money
shall have been deposited with the Trustee pursuant to subclause (b) of clause
(1) of this Section, the provisions of Section 12.02 and Section 8.06 shall
survive.

Section 12.02.  Application of Trust Money.

     Subject to the provisions of Section 8.06, all money deposited with the
Trustee pursuant to Section 12.01 shall be held in trust and applied by it, in
accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal (and premium, if any) and interest for whose payment such money
has been deposited with the Trustee; but such money need not be segregated from
other funds except to the extent required by law.

     If the Trustee or Paying Agent is unable to apply any money or Government
Securities in accordance with Section 12.01 by reason of any legal proceeding or
by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company's
and any Guarantor's obligations under this Indenture and the Notes shall be
revived and reinstated as though no deposit had occurred pursuant to Section
12.01; provided that if the Company has made any payment of principal of,
premium, if any, or interest on any Notes because of the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money or Government Securities held
by the Trustee or Paying Agent.

                                  ARTICLE 13.
                                 MISCELLANEOUS

Section 13.01.  Trust Indenture Act Controls.

     If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by TIA (S)318(c), the imposed duties shall control.

Section 13.02.  Notices.

     Any notice or communication by the Company, any Guarantor or the Trustee to
the others is duly given if in writing and delivered in Person or mailed by
first class mail (registered or certified, return receipt requested), telex,
telecopier or overnight air courier guaranteeing next day delivery, to the
others' address:

     If to the Company and/or any Guarantor (other than Bastet/Mission
     Entities):


     Nexstar Finance, L.L.C.
     c/o Nexstar Broadcasting Group, L.L.C.
     200 Abington Executive Park, Suite 201
     Clarks Summit, PA 18411
     Telecopier No.: (570) 586-8745
     Attention: Shirley Green

                                       79
<PAGE>

     With a copy to:

     Kirkland & Ellis
     153 East 53/rd/ Street
     New York, NY 10022
     Telecopier No.: (212) 446-4900
     Attention: John Kuehn

     If to any Guarantor that is a Bastet/Mission Entity:


     Bastet Broadcasting, Inc.
     Mission Broadcasting of Wichita Falls, Inc.
     544 Red Rock Drive
     Wadsworth, OH 44281-2211
     Telecopier No.: (330) 335-8808
     Attention: David S. Smith

     With a copy to:


     Arter & Hadden LLP
     181 K Street, N.W., Suite 400K
     Washington, DC 20006
     Telecopier No.: (202) 857-0172
     Attention: Howard M. Liberman

     If to the Trustee:


     United States Trust Company of New York
     114 West 47/th/ Street
     New York, NY 10036
     Telecopier No.: (212) 852-1626
     Attention: Corporate Trust Division

     The Company , any Guarantor or the Trustee, by notice to the others may
designate additional or different addresses for subsequent notices or
communications.

     All notices and communications (other than those sent to Holders) shall be
deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; when receipt acknowledged,
if telecopied; and the next Business Day after timely delivery to the courier,
if sent by overnight air courier guaranteeing next day delivery.

     Any notice or communication to a Holder shall be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication shall also be so mailed to any
Person described in TIA (S) 313(c), to the extent required by the TIA. Failure
to mail a notice or communication to a Holder or any defect in it shall not
affect its sufficiency with respect to other Holders.

     If a notice or communication is mailed in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it.

                                       80
<PAGE>

     If the Company mails a notice or communication to Holders, it shall mail a
copy to the Trustee and each Agent at the same time.

Section 13.03. Communication by Holders of Notes with Other Holders of Notes.

     Holders may communicate pursuant to TIA (S) 312(b) with other Holders with
respect to their rights under this Indenture or the Notes. The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA (S)
312(c).

Section 13.04. Certificate and Opinion as to Conditions Precedent.

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

     (a)  an Officers' Certificate in form and substance reasonably satisfactory
to the Trustee (which shall include the statements set forth in Section 13.05
hereof) stating that, in the opinion of the signers, all conditions precedent
and covenants, if any, provided for in this Indenture relating to the proposed
action have been satisfied; and

     (b)  an Opinion of Counsel in form and substance reasonably satisfactory to
the Trustee (which shall include the statements set forth in Section 13.05
hereof) stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been satisfied.

Section 13.05. Statements Required in Certificate or Opinion.

     Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA (S) 314(a)(4)) shall comply with the provisions of TIA (S)
314(e) and shall include:

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

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

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

     (f)  a statement as to whether or not, in the opinion of such Person, such
condition or covenant has been satisfied.

Section 13.06. Rules by Trustee and Agents.

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

Section 13.07. No Personal Liability of Directors, Officers, Employees and
               Stockholders.

     No past, present or future director, officer, employee, incorporator or
stockholder of the Company or any Guarantor, as such, shall have any liability
for any obligations of the Company or such Guarantor under the Notes, the Note
Guarantees, this Indenture or for any claim based on, in respect of, or by
reason

                                       81
<PAGE>

of, such obligations or their creation. Each Holder by accepting a Note waives
and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes.

Section 13.08. Governing Law.

     THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 13.09. Submission to Jurisdiction; Service of Process; Waiver of Jury
               Trial.

     Each party hereto hereby submits to the nonexclusive jurisdiction of the
United States District Court for the Southern District of New York and of any
New York State Court sitting in New York City for purposes of all legal
proceedings arising out of or relating to this Indenture, the Notes, the Note
Guarantees or the transactions contemplated hereby and thereby. Each party
hereto irrevocably waives, to the fullest extent permitted by law, any objection
which it may now or hereafter have to the laying of the venue of any such
proceeding brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum. Process in
any such suit, action or proceeding may be served on any party anywhere in the
world, whether within or without the State of New York. Without limiting the
foregoing, the parties agree that service of process upon such party at the
address referred to in Section 13.02, together with written notice of such
service to such party, shall be deemed effective service of process upon such
party. Each of the parties hereto irrevocably waives any and all rights to trial
by jury in any legal proceeding arising out of or relating to this Indenture,
the Notes, the Note Guarantees or the transactions contemplated hereby and
thereby.

Section 13.10. No Adverse Interpretation of Other Agreements.

     This Indenture may not be used to interpret any other indenture, loan or
debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.

Section 13.11. Successors.

     All agreements of the Company in this Indenture and the Notes shall bind
its successors. All agreements of the Trustee in this Indenture shall bind its
successors. All agreements of each Guarantor in this Indenture shall bind its
successors, except as otherwise provided in Section 11.06.

Section 13.12. Severability.

     In case any provision in this Indenture or in the Notes shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.

Section 13.13. Counterpart Originals.

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

                                       82
<PAGE>

Section 13.14. Table of Contents, Headings, etc.

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

                        [Signatures on following page]

                                       83
<PAGE>

                                  SIGNATURES

Dated as of March 16, 2001

Attest:                            Nexstar Finance, L.L.C.
                                   Nexstar Finance, Inc.

By: /s/ Shirley Green              By: /s/ Perry Sook
    ----------------------             ----------------------
    Name: Shirley Green                Name: Perry Sook
    Title: Vice President and          Title: President
           Secretary

                                   GUARANTORS:

Attest:                            Entertainment Realty Corporation
                                   Nexstar Broadcasting Group, Inc.
                                   Nexstar Broadcasting of Abilene, L.L.C.
                                   Nexstar Broadcasting of Beaumont/
By: /s/ Shirley Green                Port Arthur, L.L.C.
    ----------------------         Nexstar Broadcasting of Champaign, L.L.C.
    Name: Shirley Green            Nexstar Broadcasting of Erie, L.L.C.
    Title: Vice President and      Nexstar Broadcasting of Joplin, L.L.C.
           Secretary               Nexstar Broadcasting of Louisiana, L.L.C.
                                   Nexstar Broadcasting of Midland-Odessa,
                                     L.L.C.
                                   Nexstar Broadcasting of the Midwest, Inc.
                                   Nexstar Broadcasting of Northeastern
                                   Pennsylvania, L.L.C.
                                   Nexstar Broadcasting of Peoria, L.L.C.
                                   Nexstar Broadcasting  of Rochester, L.L.C.
                                   Nexstar Broadcasting of Wichita Falls, L.L.C.

                                   By: /s/ Perry Sook
                                       ----------------------
                                       Name: Perry Sook
                                       Title: President

Attest:                            Bastet Broadcasting, Inc.
                                   Mission Broadcasting of Wichita Falls, Inc.

By: /s/ Nancie J. Smith            By: /s/ David S. Smith
    ----------------------             ----------------------
    Name: Nancie J. Smith              Name: David S. Smith
    Title: Secretary                   Title: President


                                       84
<PAGE>

                                   United States Trust Company of New York

                                   By: /s/ Margaret Ciesmelewski
                                       ---------------------------
                                       Name: Margaret Ciesmelewski
                                       Title: Assistant Vice President



                                       85
<PAGE>

                                                                     EXHIBIT A-1

                                [Face of Note]
--------------------------------------------------------------------------------

                                                         CUSIP/CINS ____________

         12% [Series A] [Series B] Senior Subordinated Notes due 2008

No. ___                                                             $___________

                            NEXSTAR FINANCE, L.L.C.
                             NEXSTAR FINANCE, INC.

promise, jointly and severally, to pay to ______________________________________

or registered assigns,

the principal sum of____________________________________________________________

Dollars on April 1, 2008.

Interest Payment Dates: October 1 and April 1

Record Dates: September 15 and March 15

Dated: ___________, ____

                            NEXSTAR FINANCE, L.L.C.
                            NEXSTAR FINANCE, INC.


                            By: _______________________
                                Name:
                                Title:


                            By: _______________________
                                Name:
                                Title:

                                         (SEAL)

This is one of the Notes referred to
in the within-mentioned Indenture:

United States Trust Company of New York,
 as Trustee


By: ___________________________
       Authorized Signatory

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

                                     A-1-1
<PAGE>

                                [Back of Note]
         12% [Series A] [Series B] Senior Subordinated Notes due 2008

[Insert the Global Note Legend, if applicable pursuant to the provisions of the
Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions
of the Indenture]

     Capitalized terms used herein shall have the meanings assigned to them in
the Indenture referred to below unless otherwise indicated.

     1.   Interest.  Nexstar Finance, Inc., a Delaware corporation, and Nexstar
Finance, L.L.C., a Delaware limited liability company, (together, the
"Company"), promise, jointly and severally, to pay interest on the principal
amount of this Note at 12% per annum from March 16, 2001 until maturity and to
pay the Liquidated Damages payable pursuant to Section 5 of the Registration
Rights Agreement referred to below.  The Company will pay interest and
Liquidated Damages semi-annually in arrears on April 1 and October 1 of each
year, or if any such day is not a Business Day, on the next succeeding Business
Day (each an "Interest Payment Date").  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 date of issuance; provided that if there is no existing Default
in the payment of interest, and if this Note is authenticated between a record
date referred to on the face hereof and the next succeeding Interest Payment
Date, interest shall accrue from such next succeeding Interest Payment Date;
provided, further, that the first Interest Payment Date shall be October 1,
2001.  The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium, if any,
from time to time on demand at a rate that is 1% per annum in excess of the rate
then in effect; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages (without regard to any applicable grace periods) from time to
time on demand at the same rate to the extent lawful.  Interest will be computed
on the basis of a 360-day year of twelve 30-day months.

     2.   Method of Payment.  The Company will pay interest on the Notes (except
defaulted interest) and Liquidated Damages to the Persons who are registered
Holders of Notes at the close of business on the March 15 or September 15 next
preceding the Interest Payment Date, even if such Notes are canceled after such
record date and on or before such Interest Payment Date, except as provided in
Section 2.12 of the Indenture with respect to defaulted interest.  The Notes
will be payable as to principal, premium and Liquidated Damages, if any, and
interest at the office or agency of the Company maintained for such purpose
within or without the City and State of New York, or, at the option of the
Company, payment of interest and Liquidated Damages may be made by check mailed
to the Holders at their addresses set forth in the register of Holders, and
provided that payment by wire transfer of immediately available funds will be
required with respect to principal of and interest, premium and Liquidated
Damages on, all Global Notes and all other Notes the Holders of which shall have
provided wire transfer instructions to the Company or the Paying Agent.  Such
payment shall be in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts.

     3.   Paying Agent and Registrar.  Initially, United States Trust Company of
New York, the Trustee under the Indenture, will act as Paying Agent and
Registrar.  The Company may change any Paying Agent or Registrar without notice
to any Holder.  The Company or any of its Subsidiaries may act in any such
capacity.

     4.   Indenture.  The Company issued the Notes under an Indenture dated as
of March 16, 2001 ("Indenture") among the Company, the guarantors party thereto
(the "Guarantors") and the Trustee.  The

                                     A-1-2
<PAGE>

terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939, as amended (15
U.S. Code (S)(S) 77aaa-77bbbb). The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such
terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling. The Notes are obligations of the Company limited to $160.0 million
in aggregate principal amount, plus amounts, if any, issued to pay Liquidated
Damages on outstanding Notes as set forth in Paragraph 2 hereof.

     5.   Optional Redemption.

     (a)  Except as set forth in subparagraph (b) of this Paragraph 5, the
Company shall not have the option to redeem the Notes prior to April 1, 2005.
Thereafter, the Company shall have the option to redeem the Notes, in whole or
in part, upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest and Liquidated Damages thereon to the applicable
redemption date, if redeemed during the twelve-month period beginning on April 1
of the years indicated below:

     Year                                                       Percentage
     ----                                                       ----------
     2005.....................................................    106.000%
     2006.....................................................    103.000%
     2007 and thereafter......................................    100.000%

     (b)  Notwithstanding the provisions of subparagraph (a) of this Paragraph
5, at any time prior to April 1, 2004, the Company may redeem Notes with the net
proceeds of one or more Equity Offerings at a redemption price equal to 112% of
the aggregate principal amount thereof; provided that at least 65% in aggregate
principal amount of the Notes originally issued remain outstanding immediately
after the occurrence of such redemption and that such redemption occurs within
90 days of the date of the closing of such Equity Offering.

     6.   Mandatory Redemption.

     Except as set forth in paragraph 7 below, the Company shall not be required
to make mandatory redemption payments with respect to the Notes.

     7.   Repurchase At Option Holder.

     (a)  If there is a Change of Control, the Company shall be required to make
an offer (a "Change of Control Offer") to repurchase all or any part (equal to
$1,000 or an integral multiple thereof) of each Holder's Notes at a purchase
price equal to 101% of the aggregate principal amount thereof plus accrued and
unpaid interest and Liquidated Damages thereon, if any, to the date of purchase
(the "Change of Control Payment"). Within 60 days following any Change of
Control, the Company shall mail a notice to each Holder setting forth the
procedures governing the Change of Control Offer as required by the Indenture.

     (b)  If the Company or a Subsidiary consummates any Asset Sales, within
five days of each date on which the aggregate amount of Excess Proceeds exceeds
$10.0 million, the Company shall commence an offer to all Holders of Notes (as
"Asset Sale Offer") pursuant to Section 3.09 of the Indenture to purchase the
maximum principal amount of Notes (including any Additional Notes) that may be
purchased out of the Excess Proceeds at an offer price in cash in an amount
equal to 100% of the principal amount thereof plus accrued and unpaid interest
and Liquidated Damages thereon, if any, to the

                                     A-1-3
<PAGE>

date fixed for the closing of such offer, in accordance with the procedures set
forth in the Indenture. To the extent that the aggregate amount of Notes
(including any Additional Notes) tendered pursuant to an Asset Sale Offer is
less than the Excess Proceeds, the Company (or such Subsidiary) may use such
deficiency for general corporate purposes. If the aggregate principal amount of
Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the
Trustee shall select the Notes to be purchased on a pro rata basis. Holders of
Notes that are the subject of an offer to purchase will receive an Asset Sale
Offer from the Company prior to any related purchase date and may elect to have
such Notes purchased by completing the form entitled "Option of Holder to Elect
Purchase" on the reverse of the Notes.

     8.   Notice of Redemption.  Notice of redemption will be mailed at least 30
days but not more than 60 days before the redemption date to each Holder whose
Notes are to be redeemed at its registered address.  Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed.  On and
after the redemption date interest ceases to accrue on Notes or portions thereof
called for redemption.

     9.   Denominations, Transfer, Exchange.  The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000.
The transfer of Notes may be registered and Notes may be exchanged as provided
in 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.  The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part.  Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.

     10.  Persons Deemed Owners.  The registered Holder of a Note may be treated
as its owner for all purposes.

     11.   Amendment, Supplement and Waiver.  Subject to certain exceptions, the
Indenture, the Note Guarantees or the Notes may be amended or supplemented with
the consent of the Holders of at least a majority in principal amount of the
then outstanding Notes and Additional Notes, if any, voting as a single class,
and any existing default or compliance with any provision of the Indenture, the
Note Guarantees or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes and Additional Notes,
if any, voting as a single class.  Without the consent of any Holder of a Note,
the Indenture, the Note Guarantees or the Notes may be amended or supplemented
to cure any ambiguity, defect or inconsistency, to provide for uncertificated
Notes in addition to or in place of certificated Notes, to provide for the
assumption of the Company's or Guarantor's obligations to Holders of the Notes
in case of a merger or consolidation, to make any change that would provide any
additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights under the Indenture of any such Holder, to
comply with the requirements of the SEC in order to effect or maintain the
qualification of the Indenture under the Trust Indenture Act, to provide for the
Issuance of Additional Notes in accordance with the limitations set forth in the
Indenture, or to allow any Guarantor to execute a supplemental indenture to the
Indenture and/or a Note Guarantee with respect to the Notes.

     12.   Defaults and Remedies.  Events of Default include:  (i) default for
30 days in the payment when due of interest or Liquidated Damages on the Notes;
(ii) default in payment when due of principal of or premium, if any, on the
Notes when the same becomes due and payable at maturity, upon redemption
(including in connection with an offer to purchase) or otherwise, (iii) failure
by the Company to comply with Section 4.15 of the Indenture; (iv) failure by the
Company for 30 days after notice to the

                                     A-1-4
<PAGE>

Company by the Trustee or the Holders of at least 25% in principal amount of the
Notes (including Additional Notes, if any) then outstanding voting as a single
class to comply with Section 4.07 or 4.10 of the Indenture; (v) failure by the
Company for 60 days after notice to the Company by the Trustee or the Holders of
at least 25% in principal amount of the Notes (including Additional Notes, if
any) then outstanding voting as a single class to comply with certain other
agreements in the Indenture, the Notes; (vi) default under certain other
agreements relating to Indebtedness of the Company which default is caused by a
failure to pay principal of such Indebtedness at the final maturity thereof or
results in the acceleration of such Indebtedness prior to its express maturity;
(vii) certain final judgments for the payment of money that remain undischarged
for a period of 60 days; (viii) certain events of bankruptcy or insolvency with
respect to the Company or any of its Material Subsidiaries; and (ix) except as
permitted by the Indenture, any Note Guarantee shall be held in any judicial
proceeding to be unenforceable or invalid or shall cease for any reason to be in
full force and effect or any Guarantor or any Person acting on its behalf shall
deny or disaffirm its obligations under such Guarantor's Note Guarantee. If any
Event of Default 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. Notwithstanding the foregoing, in the case of an
Event of Default arising from certain events of bankruptcy or insolvency, all
outstanding Notes will become due and payable without further action or notice.
Holders may not enforce the Indenture or the Notes except as provided in the
Indenture. Subject to certain limitations, 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 or interest) if it determines that
withholding notice is in their interest. 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 interest on, or the principal of, the Notes.
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.

     13.  Trustee Dealings with Company.  The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or its Affiliates, and may otherwise deal with the Company or
its Affiliates, as if it were not the Trustee.

     14.  No Recourse Against Others.  A director, officer, employee,
incorporator or stockholder, of the Company, as such, shall not have any
liability for any obligations of the Company under the Notes or the Indenture or
for any claim based on, in respect of, or by reason of, such obligations or
their creation.  Each Holder by accepting a Note waives and releases all such
liability.  The waiver and release are part of the consideration for the
issuance of the Notes.

     15.  Authentication.  This Note shall not be valid until authenticated by
the manual signature of the Trustee or an authenticating agent.

     16.  Abbreviations.  Customary abbreviations may be used in the name of a
Holder or an assignee, such as:  TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

     17.  Additional Rights of Holders of Restricted Global Notes and
Restricted Definitive Notes.  In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement dated as of March 16, 2001, among the Company, the Guarantors and the
other parties named

                                     A-1-5
<PAGE>

on the signature pages thereof or, in the case of Additional Notes, Holders of
Restricted Global Notes and Restricted Definitive Notes shall have the rights
set forth in one or more registration rights agreements, if any, between the
Company and the other parties thereto, relating to rights given by the Company
to the purchasers of any Additional Notes (collectively, the "Registration
Rights Agreement").

     18.  Cusip Numbers.  Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders.  No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

     19.  Governing Law.  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN
AND BE USED TO CONSTRUE THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES
OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.

     20.  Submission to Jurisdiction; Service of Process; Waiver of Jury Trial.
Each party hereto hereby submits to the nonexclusive jurisdiction of the United
States District Court for the Southern District of New York and of any New York
State Court sitting in New York City for purposes of all legal proceedings
arising out of or relating to the Notes or the transactions contemplated hereby.
Each party hereto irrevocably waives, to the fullest extent permitted by law,
any objection which it may now or hereafter have to the laying of the venue of
any such proceeding brought in such a court and any claim that any such
proceeding brought in such a court has been brought in an inconvenient forum.
Process in any such suit, action or proceeding may be served on any party
anywhere in the world, whether within or without the State of New York.  Without
limiting the foregoing, the parties agree that service of process upon such
party at the address referred to in Section 13.02 of the Indenture, together
with written notice of such service to such party, shall be deemed effective
service of process upon such party.  Each of the parties hereto irrevocably
waives any and all rights to trial by jury in any legal proceeding arising out
of or relating to the Notes or the transactions contemplated hereby.

     The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

Nexstar Finance, L.L.C.
Nexstar Finance, Inc.
c/o Nexstar Broadcasting Group, L.L.C.
200 Abington Executive Park, Suite 201
Clarks Summit, PA 18411
Attention: Shirley Green

                                     A-1-6
<PAGE>

                                Assignment Form

     To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: __________________________________
                                                (Insert assignee's legal name)

________________________________________________________________________________
                 (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
             (Print or type assignee's name, address and zip code)

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

Date: _______________

                                    Your Signature:_____________________________
                                           (Sign exactly as your name appears on
                                           the face of this Note)

Signature Guarantee*: ___________________

*  Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                     A-1-7
<PAGE>

                      Option of Holder to Elect Purchase

     If you want to elect to have this Note purchased by the Company pursuant to
Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

                      Section 4.10          Section 4.15

     If you want to elect to have only part of the Note purchased by the Company
pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you
elect to have purchased:

                                $___________

Date: _______________

                                    Your Signature: ____________________________
                                           (Sign exactly as your name appears on
                                           the face of this Note)

                                    Tax Identification No.: ____________________

Signature Guarantee*: ______________________

*  Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                     A-1-8
<PAGE>

            SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

     The following exchanges of a part of this Global Note for an interest in
another Global Note or for a Definitive Note, or exchanges of a part of another
Global Note or Definitive Note for an interest in this Global Note, have been
made:


<TABLE>
<CAPTION>
                                                                         Principal Amount
                   Amount of decrease in    Amount of increase in      of this Global Note      Signature of authorized
                     Principal Amount         Principal Amount            following such         officer of Trustee or
Date of Exchange    of this Global Note      of this Global Note      decrease (or increase)        Note Custodian
----------------    -------------------      -------------------      ----------------------        --------------
<S>                 <C>                     <C>                       <C>                       <C>
</TABLE>



*  This schedule should be included only if the Note is issued in global form.

                                     A-1-9
<PAGE>

                                                                     EXHIBIT A-2

                 [Face of Regulation S Temporary Global Note]
--------------------------------------------------------------------------------

                                                           CUSIP/CINS __________

         12% [Series A] [Series B] Senior Subordinated Notes due 2008

No. ___                                                               $_________

                            NEXSTAR FINANCE, L.L.C.
                             NEXSTAR FINANCE, INC.

promise, jointly and severally, to pay to ______________________________________

or registered assigns,

the principal sum of ___________________________________________________________

Dollars on April 1, 2008.

Interest Payment Dates: October 1 and April 1

Record Dates: September 15 and March 15

Dated: _______________, ____

                            NEXSTAR FINANCE, L.L.C.
                            NEXSTAR FINANCE, INC.


                            By: _________________________
                                Name:
                                Title:

                            By: _________________________
                                Name:
                                Title:

                                         (SEAL)

This is one of the Notes referred to
in the within-mentioned Indenture:

United States Trust Company of New York,
 as Trustee


By: __________________________
       Authorized Signatory

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

                                     A-2-1
<PAGE>

                 [Back of Regulation S Temporary Global Note]
         12% [Series A] [Series B] Senior Subordinated Notes due 2008

THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).  NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE PAYMENT OF INTEREST HEREON.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.  UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE NOTE (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE NOTE
EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.  EACH
PURCHASER OF THE NOTE EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE
RELYING ON THE EXEMPTION PROVIDED BY RULE 144A UNDER THE SECURITIES ACT.  THE
HOLDER OF THE NOTE EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT
(A) SUCH NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1) (a) TO A
PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS
DEFINED IN OF RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144 UNDER THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT
OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO
REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B)
THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER
OF THE NOTE EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (1) ABOVE.

                                     A-2-2
<PAGE>

  Capitalized terms used herein shall have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated.

  1. Interest.  Nexstar Finance, Inc., a Delaware corporation, and Nexstar
Finance, L.L.C., a Delaware limited liability company (together, the "Company"),
promise, jointly and severally, to pay interest on the principal amount of this
Note at 12% per annum from March 16, 2001 until maturity and to pay the
Liquidated Damages payable pursuant to Section 5 of the Registration Rights
Agreement referred to below.  The Company will pay interest and Liquidated
Damages semi-annually on April 1 and October 1 of each year, or if any such day
is not a Business Day, on the next succeeding Business Day (each an "Interest
Payment Date").  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 date of
issuance; provided that if there is no existing Default in the payment of
interest, and if this Note is authenticated between a record date referred to on
the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further, that
the first Interest Payment Date shall be October 1, 2001.  The Company shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at a rate that is 1% per annum in excess of the rate then in effect; it
shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Liquidated Damages
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful.  Interest will be computed on the basis of a
360-day year of twelve 30-day months.

  Until this Regulation S Temporary Global Note is exchanged for one or more
Regulation S Permanent Global Notes, the Holder hereof shall not be entitled to
receive payments of interest hereon; until so exchanged in full, this Regulation
S Temporary Global Note shall in all other respects be entitled to the same
benefits as other Senior Subordinated Notes under the Indenture.

  2. Method of Payment. The Company will pay interest on the Notes (except
defaulted interest) and Liquidated Damages to the Persons who are registered
Holders of Notes at the close of business on the March 15 or September 15 next
preceding the Interest Payment Date, even if such Notes are canceled after such
record date and on or before such Interest Payment Date, except as provided in
Section 2.12 of the Indenture with respect to defaulted interest. The Notes will
be payable as to principal, premium, interest and Liquidated Damages at the
office or agency of the Company maintained for such purpose within or without
the City and State of New York, or, at the option of the Company, payment of
interest and Liquidated Damages may be made by check mailed to the Holders at
their addresses set forth in the register of Holders, and provided that payment
by wire transfer of immediately available funds will be required with respect to
principal of and interest, premium and Liquidated Damages on, all Global Notes
and all other Notes the Holders of which shall have provided wire transfer
instructions to the Company or the Paying Agent. Such payment shall be in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.

  3. Paying Agent and Registrar. Initially, United States Trust Company of New
York, the Trustee under the Indenture, will act as Paying Agent and Registrar.
The Company may change any Paying Agent or Registrar without notice to any
Holder. The Company or any of its Subsidiaries may act in any such capacity.

  4. Indenture. The Company issued the Notes under an Indenture dated as of
March 16, 2001 ("Indenture") among the Company, the guarantors party thereto
(the "Guarantors") and the Trustee. The terms of the Notes include those stated
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code (S)(S) 77aaa-77bbbb). The Notes
are subject to all such terms, and Holders are referred to the Indenture and
such Act for a statement of such terms. The Notes are obligations of the Company
limited to $160.0 million in aggregate principal amount, plus

                                     A-2-3
<PAGE>

amounts, if any, issued to pay Liquidated Damages on outstanding Notes as set
forth in Paragraph 2 hereof.

     5.   Optional Redemption.

     (a)  Except as set forth in subparagraph (b) of this Paragraph 5, the
Company shall not have the option to redeem the Notes prior to April 1, 2005.
Thereafter, the Company shall have the option to redeem the Notes, in whole or
in part, upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest thereon to the applicable redemption date, if
redeemed during the twelve-month period beginning on April 1 of the years
indicated below:

     Year                                                    Percentage
     ----                                                    ----------
     2005.................................................   106.000%
     2006.................................................   103.000%
     2007 and thereafter..................................   100.000%

     (b)   Notwithstanding the provisions of subparagraph (a) of this Paragraph
5, at any time prior to April 1, 2004, the Company may redeem Notes with the net
proceeds of one or more Equity Offerings at a redemption price equal to 112% of
the aggregate principal amount thereof; provided that at least 65% in aggregate
principal amount of the Notes originally issued remain outstanding immediately
after the occurrence of such redemption and that such redemption occurs within
90 days of the date of the closing of such Equity Offering.

     6.   Mandatory Redemption.

     Except as set forth in paragraph 7 below, the Company shall not be required
to make mandatory redemption payments with respect to the Notes.

     7.   Repurchase at Option of Holder.

     (a)  If there is a Change of Control, the Company shall be required to make
an offer (a "Change of Control Offer") to repurchase all or any part (equal to
$1,000 or an integral multiple thereof) of each Holder's Notes at a purchase
price equal to 101% of the aggregate principal amount thereof plus accrued and
unpaid interest, if any, to the date of purchase (the "Change of Control
Payment").  Within 60 days following any Change of Control, the Company shall
mail a notice to each Holder setting forth the procedures governing the Change
of Control Offer as required by the Indenture.

     (b)  If the Company or a Subsidiary consummates any Asset Sales, within
five days of each date on which the aggregate amount of Excess Proceeds exceeds
$10.0 million, the Company shall commence an offer to all Holders of Notes (as
"Asset Sale Offer") pursuant to Section 3.09 of the Indenture to purchase the
maximum principal amount of Notes that may be purchased out of the Excess
Proceeds at an offer price in cash in an amount equal to 100% of the principal
amount thereof plus accrued and unpaid interest, if any, to the date fixed for
the closing of such offer, in accordance with the procedures set forth in the
Indenture. To the extent that the aggregate amount of Notes tendered pursuant to
an Asset Sale Offer is less than the Excess Proceeds, the Company (or such
Subsidiary) may use such deficiency for general corporate purposes. If the
aggregate principal amount of Notes surrendered by Holders thereof exceeds the
amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on
a pro rata basis. Holders of Notes that are the subject of an offer to purchase
will receive an Asset Sale Offer

                                     A-2-4
<PAGE>

from the Company prior to any related purchase date and may elect to have such
Notes purchased by completing the form entitled "Option of Holder to Elect
Purchase" on the reverse of the Notes.

     8.   Notice of Redemption.  Notice of redemption will be mailed at least 30
days but not more than 60 days before the redemption date to each Holder whose
Notes are to be redeemed at its registered address.  Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed.  On and
after the redemption date interest ceases to accrue on Notes or portions thereof
called for redemption.

     9.   Denominations, Transfer, Exchange.  The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000.
The transfer of Notes may be registered and Notes may be exchanged as provided
in 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.  The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part.  Also, it need not
exchange or register the transfer of any Notes for a period of 15 days before a
selection of Notes to be redeemed or during the period between a record date and
the corresponding Interest Payment Date.

     This Regulation S Temporary Global Note is exchangeable in whole or in part
for one or more Global Notes only (i) on or after the termination of the 40-day
restricted period (as defined in Regulation S) and (ii) upon presentation of
certificates (accompanied by an Opinion of Counsel, if applicable) required by
Article 2 of the Indenture.  Upon exchange of this Regulation S Temporary Global
Note for one or more Global Notes, the Trustee shall cancel this Regulation S
Temporary Global Note.

     10.  Persons Deemed Owners.  The registered Holder of a Note may be treated
as its owner for all purposes.

     11.  Amendment, Supplement and Waiver.  Subject to certain exceptions, the
Indenture or the Notes may be amended or supplemented with the consent of the
Holders of at least a majority in principal amount of the then outstanding
Notes, and any existing 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.  Without the consent
of any Holder of a Note, the Indenture or the Notes may be amended or
supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to
provide for the assumption of the Company's obligations to Holders of the Notes
in case of a merger or consolidation, to make any change that would provide any
additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights under the Indenture of any such Holder, or to
comply with the requirements of the SEC in order to effect or maintain the
qualification of the Indenture under the Trust Indenture Act.

     12.  Defaults and Remedies.  Events of Default include:  (i) default for 30
days in the payment when due of interest or Liquidated Damages on the Notes;
(ii) default in payment when due of principal of or premium, if any, on the
Notes when the same becomes due and payable at maturity, upon redemption
(including in connection with an offer to purchase) or otherwise, (iii) failure
by the Company to comply with Section 4.15 of the Indenture; (iv) failure by the
Company for 30 days after notice to the Company by the Trustee or the Holders of
at least 25% in principal amount of the Notes (including Additional Notes, if
any) then outstanding voting as a single class to comply with Section 4.07 or
4.10 of the Indenture; (v) failure by the Company for 60 days after notice to
the Company by the Trustee or the Holders of at least 25% in principal amount of
the Notes (including Additional Notes, if any) then outstanding voting as a
single class to comply with certain other agreements in the Indenture, the
Notes; (vi) default under certain other agreements relating to Indebtedness of
the Company which default is

                                     A-2-5
<PAGE>

caused by a failure to pay principal of such Indebtedness at the final maturity
thereof or results in the acceleration of such Indebtedness prior to its express
maturity; (vii) certain final judgments for the payment of money that remain
undischarged for a period of 60 days; (viii) certain events of bankruptcy or
insolvency with respect to the Company or any of its Material Subsidiaries; and
(ix) except as permitted by the Indenture, any Note Guarantee shall be held in
any judicial proceeding to be unenforceable or invalid or shall cease for any
reason to be in full force and effect or any Guarantor or any Person acting on
its behalf shall deny or disaffirm its obligations under such Guarantor's Note
Guarantee. If any Event of Default 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. Notwithstanding the foregoing, in
the case of an Event of Default arising from certain events of bankruptcy or
insolvency, all outstanding Notes will become due and payable without further
action or notice. Holders may not enforce the Indenture or the Notes except as
provided in the Indenture. Subject to certain limitations, 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 or interest) if it
determines that withholding notice is in their interest. 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 interest on,
or the principal of, the Notes. 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.

     13.  Trustee Dealings with Company.  The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or its Affiliates, and may otherwise deal with the Company or
its Affiliates, as if it were not the Trustee.

     14.  No Recourse Against Others. A director, officer, employee,
incorporator or stockholder, of the Company or any of the Guarantors, as such,
shall not have any liability for any obligations of the Company or such
Guarantor under the Notes, the Note Guarantees or the Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their creation.
Each Holder by accepting a Note waives and releases all such liability. The
waiver and release are part of the consideration for the issuance of the Notes.

     15.  Authentication.  This Note shall not be valid until authenticated by
the manual signature of the Trustee or an authenticating agent.

     16.  Abbreviations.  Customary abbreviations may be used in the name of a
Holder or an assignee, such as:  TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

     17.  Additional Rights of Holders of Restricted Global Notes and Restricted
Definitive Notes.  In addition to the rights provided to Holders of Notes under
the Indenture, Holders of Restricted Global Notes and Restricted Definitive
Notes shall have all the rights set forth in the Registration Rights Agreement
dated as of March 16, 2001, among the Company, the Guarantors and the other
parties named on the signature pages thereof or, in the case of Additional
Notes, Holders of Restricted Global Notes and Restricted Definitive Notes shall
have the rights set forth in one or more registration rights agreements, if any,
between the Company and the other parties thereto, relating to rights given by
the Company to the purchasers of any Additional Notes (collectively, the
"Registration Rights Agreement").

                                     A-2-6
<PAGE>

     18.  CUSIP Numbers.  Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders.  No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

     19.  Governing Law.  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN
AND BE USED TO CONSTRUE THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES
OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.

     20.  Submission to Jurisdiction; Service of Process; Waiver of Jury Trial.
Each party hereto hereby submits to the nonexclusive jurisdiction of the United
States District Court for the Southern District of New York and of any New York
State Court sitting in New York City for purposes of all legal proceedings
arising out of or relating to the Notes or the transactions contemplated hereby.
Each party hereto irrevocably waives, to the fullest extent permitted by law,
any objection which it may now or hereafter have to the laying of the venue of
any such proceeding brought in such a court and any claim that any such
proceeding brought in such a court has been brought in an inconvenient forum.
Process in any such suit, action or proceeding may be served on any party
anywhere in the world, whether within or without the State of New York.  Without
limiting the foregoing, the parties agree that service of process upon such
party at the address referred to in Section 13.02 of the Indenture, together
with written notice of such service to such party, shall be deemed effective
service of process upon such party.  Each of the parties hereto irrevocably
waives any and all rights to trial by jury in any legal proceeding arising out
of or relating to the Notes or the transactions contemplated hereby.

     The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

Nexstar Finance, L.L.C.
Nexstar Finance, Inc.
c/o Nexstar Broadcasting Group, L.L.C.
200 Abington Executive Park, Suite 201
Clarks Summit, PA 18411
Attention: Shirley Green

                                     A-2-7
<PAGE>

                                Assignment Form

     To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:___________________________________
                                                (Insert assignee's legal name)

________________________________________________________________________________
                 (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
             (Print or type assignee's name, address and zip code)

and irrevocably appoint_________________________________________________________
to transfer this Note on the books of the Company.  The agent may substitute
another to act for him.

Date:  ________________

                                       Your Signature:__________________________
                                              (Sign exactly as your name
                                              appears on the face of this Note)

Signature Guarantee*:  _________________________

*         Participant in a recognized Signature Guarantee Medallion Program (or
other signature guarantor acceptable to the Trustee).

                                     A-2-8
<PAGE>

                      Option of Holder to Elect Purchase

     If you want to elect to have this Note purchased by the Company pursuant to
Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

                        Section 4.10      Section 4.15

     If you want to elect to have only part of the Note purchased by the Company
pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you
elect to have purchased:

                               $_______________


Date: ________________

                                   Your Signature:______________________________
                                        (Sign exactly as your name appears on
                                        the face of this Note)

                                   Tax Identification No.:______________________


Signature Guarantee*:  _________________________

*    Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                     A-2-9
<PAGE>

          SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE

     The following exchanges of a part of this Regulation S Temporary Global
Note for an interest in another Global Note, or of other Restricted Global Notes
for an interest in this Regulation S Temporary Global Note, have been made:


<TABLE>
<CAPTION>
                                                                                     Principal Amount
                           Amount of decrease in      Amount of increase in         of this Global Note      Signature of authorized
                             Principal Amount           Principal Amount          following such decrease     officer of Trustee or
    Date of Exchange        of this Global Note        of this Global Note             (or increase)              Note Custodian
    ----------------        --------------------      ----------------------      -----------------------     ---------------------
    <S>                     <C>                       <C>                         <C>                         <C>
</TABLE>


                                    A-2-10
<PAGE>

                                                                       EXHIBIT B

                        FORM OF CERTIFICATE OF TRANSFER

Nexstar Finance, L.L.C.
Nexstar Finance, Inc.
c/o Nexstar Broadcasting Group, L.L.C.
200 Abington Executive Park, Suite 201
Clarks Summit, PA 18411

United States Trust Company of New York
114 West 47/th/ Street
New York, NY 10036

     Re: 12% Senior Subordinated Notes due 2008
         --------------------------------------

     Reference is hereby made to the Indenture, dated as of March 16, 2001 (the
"Indenture"), between Nexstar Finance, L.L.C. and Nexstar Finance, Inc., as
issuers (together, the "Company"), the Guarantors party thereto, and United
States Trust Company of New York , as Trustee.  Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

     ___________________, (the "Transferor") owns and proposes to transfer the
Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "Transfer"),
to  ___________________________ (the "Transferee"), as further specified in
Annex A hereto.  In connection with the Transfer, the Transferor hereby
certifies that:

                            [CHECK ALL THAT APPLY]

     1. [_] Check if Transferee will take delivery of a beneficial interest in
            ------------------------------------------------------------------
the 144A Global Note or a Definitive Note Pursuant to Rule 144A. The Transfer is
---------------------------------------------------------------
being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933, as amended (the "Securities Act"), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note and/or the Definitive Note and
in the Indenture and the Securities Act.

     2. [_] Check if Transferee will take delivery of a beneficial interest in
            -------------------------------------------------------------------
the Temporary Regulation S Global Note, the Regulation S Global Note or a
-------------------------------------------------------------------------
Definitive Note pursuant to Regulation S. The Transfer is being effected
----------------------------------------
pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act
and, accordingly, the Transferor hereby further certifies that (i) the Transfer
is not being made to a person in the United States and (x) at the time the buy
order was originated, the Transferee was outside the United States or such
Transferor and any Person acting on its behalf reasonably believed and believes
that the Transferee was outside the United States or (y) the transaction was
executed in, on or through the facilities of a designated offshore securities
market and neither such Transferor nor any Person acting on its behalf knows
that the transaction was prearranged with a buyer in the United States, (ii) no
directed selling efforts have been made in contravention of the requirements of
Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the
transaction is not part of a

                                      B-1
<PAGE>

plan or scheme to evade the registration requirements of the Securities Act and
(iv) if the proposed transfer is being made prior to the expiration of the
Restricted Period, the transfer is not being made to a U.S. Person or for the
account or benefit of a U.S. Person (other than an Initial Purchaser). Upon
consummation of the proposed transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on Transfer enumerated in the Private Placement
Legend printed on the Regulation S Global Note, the Temporary Regulation S
Global Note and/or the Definitive Note and in the Indenture and the Securities
Act.

   3.  [_]    Check and complete if Transferee will take delivery of a
              --------------------------------------------------------
beneficial interest in the IAI Global Note or a Definitive Note pursuant to any
-------------------------------------------------------------------------------
provision of the Securities Act other than Rule 144A or Regulation S. The
--------------------------------------------------------------------
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):

              (a)  [_] such Transfer is being effected pursuant to and in
      accordance with Rule 144 under the Securities Act;

                                      or

              (b)  [_] such Transfer is being effected to the Company or a
      subsidiary thereof;

                                      or

              (c)  [_] such Transfer is being effected pursuant to an effective
      registration statement under the Securities Act and in compliance with the
      prospectus delivery requirements of the Securities Act;

                                      or

              (d)  [_] such Transfer is being effected to an Institutional
      Accredited Investor and pursuant to an exemption from the registration
      requirements of the Securities Act other than Rule 144A, Rule 144 or Rule
      904, and the Transferor hereby further certifies that it has not engaged
      in any general solicitation within the meaning of Regulation D under the
      Securities Act and the Transfer complies with the transfer restrictions
      applicable to beneficial interests in a Restricted Global Note or
      Restricted Definitive Notes and the requirements of the exemption claimed,
      which certification is supported by (1) a certificate executed by the
      Transferee in the form of Exhibit D to the Indenture and (2) if such
      Transfer is in respect of a principal amount of Notes at the time of
      transfer of less than $250,000, an Opinion of Counsel provided by the
      Transferor or the Transferee (a copy of which the Transferor has attached
      to this certification), to the effect that such Transfer is in compliance
      with the Securities Act. Upon consummation of the proposed transfer in
      accordance with the terms of the Indenture, the transferred beneficial
      interest or Definitive Note will be subject to the restrictions on
      transfer enumerated in the Private Placement Legend printed on the IAI
      Global Note and/or the Definitive Notes and in the Indenture and the
      Securities Act.

   4.  [_]    Check if Transferee will take delivery of a beneficial interest in
              ------------------------------------------------------------------
an Unrestricted Global Note or of an Unrestricted Definitive Note.
-----------------------------------------------------------------

   (a) [_]    Check if Transfer is pursuant to Rule 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer

                                      B-2
<PAGE>

restrictions contained in the Indenture and any applicable blue sky securities
laws of any state of the United States and (ii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act. Upon consummation of the
proposed Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.


  (b)  [_]  Check if Transfer is Pursuant to Regulation S. (i) The Transfer is
being effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.

  (c)  [_]  Check if Transfer is Pursuant to Other Exemption. (i) The Transfer
is being effected pursuant to and in compliance with an exemption from the
registration requirements of the Securities Act other than Rule 144, Rule 903 or
Rule 904 and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any State of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will not be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Global Notes or
Restricted Definitive Notes and in the Indenture.

  This certificate and the statements contained herein are made for your benefit
and the benefit of the Company.


                           ___________________________________________________
                                  [Insert Name of Transferor]



                           By:________________________________________________
                            Name:
                            Title:

  Dated:  _______________________

                                      B-3
<PAGE>

                      ANNEX A TO CERTIFICATE OF TRANSFER

  1.    The Transferor owns and proposes to transfer the following:

                           [CHECK ONE OF (a) OR (b)]

           (a) [_] a beneficial interest in the:

               (i)    [_] 144A GlObal Note (CUSIP _________), or

               (ii)   [_] Regulation S Global Note (CUSIP _________), or

               (iii)  [_] IAI Global Note (CUSIP _________); or

           (b) [_]  a Restricted Definitive Note.

  2.    After the Transfer the Transferee will hold:

                                  [CHECK ONE]

           (a) [_]  a beneficial interest in the:

               (i)    [_] 144A Global Note (CUSIP _________), or

               (ii)   [_] Regulation S Global Note (CUSIP _________), or

               (iii)  [_] IAI Global Note (CUSIP _________); or

               (iv)   [_] Unrestricted Global Note (CUSIP _________); or

           (b) [_]  a Restricted Definitive Note; or

           (c) [_]  an Unrestricted Definitive Note,

           in accordance with the terms of the Indenture.

                                      B-4
<PAGE>

                                                                       EXHIBIT C

                        FORM OF CERTIFICATE OF EXCHANGE

Nexstar Finance, L.L.C.
Nexstar Finance, Inc.
c/o Nexstar Broadcasting Group, L.L.C.
200 Abington Executive Park, Suite 201
Clarks Summit, PA  18411

United States Trust Company of New York
114 West 47/th/ Street
New York, NY 10036

      Re: 12% Senior Subordinated Notes due 2008
      ------------------------------------------

                             (CUSIP ____________)

      Reference is hereby made to the Indenture, dated as of March 16, 2001 (the
"Indenture"), between Nexstar Finance, L.L.C., and Nexstar Finance, Inc., as
issuers (together, the "Company"), the Guarantors party thereto, and United
States Trust Company of New York, as Trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

      __________________________, (the "Owner") owns and proposes to exchange
the Note[s] or interest in such Note[s] specified herein, in the principal
amount of $____________ in such Note[s] or interests (the "Exchange"). In
connection with the Exchange, the Owner hereby certifies that:

      1.      Exchange of Restricted Definitive Notes or Beneficial Interests in
              ------------------------------------------------------------------
a Restricted Global Note for Unrestricted Definitive Notes or Beneficial
------------------------------------------------------------------------
Interests in an Unrestricted Global Note
----------------------------------------

      (a) [_] Check if Exchange is from beneficial interest in a Restricted
Global Note to beneficial interest in an Unrestricted Global Note. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the United States Securities Act of
1933, as amended (the "Securities Act"), (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the beneficial
interest in an Unrestricted Global Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.

      (b) [_] Check if Exchange is from beneficial interest in a Restricted
Global Note to Unrestricted Definitive Note. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.

                                      C-1
<PAGE>

      (c) [_] Check if Exchange is from Restricted Definitive Note to beneficial
interest in an Unrestricted Global Note. In connection with the Owner's Exchange
of a Restricted Definitive Note for a beneficial interest in an Unrestricted
Global Note, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to
Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

      (d) [_] Check if Exchange is from Restricted Definitive Note to
Unrestricted Definitive Note. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

      2.      Exchange of Restricted Definitive Notes or Beneficial Interests in
              ------------------------------------------------------------------
Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests
-------------------------------------------------------------------------------
in Restricted Global Notes
--------------------------

      (a) [_] Check if Exchange is from beneficial interest in a Restricted
Global Note to Restricted Definitive Note. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner's own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued will continue
to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the Indenture
and the Securities Act.

      (b) [_] Check if Exchange is from Restricted Definitive Note to beneficial
interest in a Restricted Global Note.  In connection with the Exchange of the
Owner's Restricted Definitive Note for a beneficial interest in the [CHECK ONE]
[_] 144A Global Note, [_] Regulation S Global Note, [_] IAI Global Note with an
equal principal amount, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer and (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, and in compliance with any applicable blue sky securities
laws of any state of the United States. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the beneficial interest
issued will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the relevant Restricted Global Note and in the
Indenture and the Securities Act.

      This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.


                         ____________________________________________________
                                    [Insert Name of Transferor]

                                      C-2
<PAGE>

                                           By:_______________________________
                                            Name:
                                            Title:

Dated:  ______________________

                                      C-3
<PAGE>

                                                                       EXHIBIT D
                           FORM OF CERTIFICATE FROM
                  ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Nexstar Finance, L.L.C.

Nexstar Finance, Inc.
c/o Nexstar Broadcasting Group, L.L.C.
200 Abington Executive Park, Suite 201
Clarks Summit, PA  18411

United States Trust Company of New York
114 West 47/th/ Street
New York, NY 10036

     Re:  12% Senior Subordinated Notes due 2008
     -------------------------------------------

     Reference is hereby made to the Indenture, dated as of March 16, 2001 (the
"Indenture"), between Nexstar Finance, L.L.C. and Nexstar Finance, Inc., as
issuers (together, the "Company"), the Guarantors party thereto, and United
States Trust Company of New York, as Trustee.  Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

     In connection with our proposed purchase of $____________ aggregate
principal amount of:

     (a) [_]  a beneficial interest in a Global Note, or

     (b) [_]  a Definitive Note,

     we confirm that:

     1.      We understand that any subsequent transfer of the Notes or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "Securities Act").

     2.      We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence.  We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and, if such transfer is in respect of
a principal amount of Notes, at the time of transfer of less than $250,000, an
Opinion of Counsel in form reasonably acceptable to the Company to the effect
that such transfer is in compliance with the Securities Act, (D) outside the
United States in accordance with Rule 904 of Regulation S under the Securities
Act, (E) pursuant to the provisions of Rule 144(k) under the Securities Act or
(F) pursuant to an effective registration statement under the Securities Act,
and we further agree to provide to any person purchasing the Definitive Note or
beneficial interest in a Global Note from us in a transaction meeting the

                                      D-1
<PAGE>

requirements of clauses (A) through (E) of this paragraph a notice advising such
purchaser that resales thereof are restricted as stated herein.

     3.    We understand that, on any proposed resale of the Notes or beneficial
interest therein, we will be required to furnish to you and the Company such
certifications, legal opinions and other information as you and the Company may
reasonably require to confirm that the proposed sale complies with the foregoing
restrictions. We further understand that the Notes purchased by us will bear a
legend to the foregoing effect.

     4.    We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

     5.    We are acquiring the Notes or beneficial interest therein purchased
by us for our own account or for one or more accounts (each of which is an
institutional "accredited investor") as to each of which we exercise sole
investment discretion.

     You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.


                                    ____________________________________________
                                        [Insert Name of Accredited Investor]


                                    By:_________________________________________
                                     Name:
                                     Title:

Dated:  _______________________

                                      D-2
<PAGE>

                                                                       EXHIBIT E

                        [FORM OF NOTATION OF GUARANTEE]

     For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of March 16, 2001 (the "Indenture") among
Nexstar Finance, L.L.C., Nexstar Finance, Inc., the Guarantors listed on
Schedule I thereto and United States Trust Company of New York, as Trustee (the
"Trustee"), (a) the due and punctual payment of the principal of, premium, if
any, and interest on the Notes (as defined in the Indenture), whether at
maturity, by acceleration, redemption or otherwise, the due and punctual payment
of interest on overdue principal and premium, and, to the extent permitted by
law, interest, and the due and punctual performance of all other obligations of
the Company to the Holders or the Trustee all in accordance with the terms of
the Indenture and (b) in case of any extension of time of payment or renewal of
any Notes or any of such other obligations, that the same will be promptly paid
in full when due or performed in accordance with the terms of the extension or
renewal, whether at Stated Maturity, by acceleration or otherwise. The
obligations of the Guarantors to the Holders of Notes and to the Trustee
pursuant to the Note Guarantee and the Indenture are expressly set forth in
Article 11 of the Indenture and reference is hereby made to the Indenture for
the precise terms of the Note Guarantee. Each Holder of a Note, by accepting the
same, (a) agrees to and shall be bound by such provisions, (b) authorizes and
directs the Trustee, on behalf of such Holder, to take such action as may be
necessary or appropriate to effectuate the subordination as provided in the
Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such
purpose; provided, however, that the Indebtedness evidenced by this Note
Guarantee shall cease to be so subordinated and subject in right of payment upon
any defeasance of this Note in accordance with the provisions of the Indenture.


Entertainment Realty Corporation
Nexstar Broadcasting Group, Inc.
Nexstar Broadcasting of Abilene, L.L.C.
Nexstar Broadcasting of Beaumont/
  Port Arthur, L.L.C.
Nexstar Broadcasting of Champaign,
  L.L.C.
Nexstar Broadcasting of Erie, L.L.C.
Nexstar Broadcasting of Joplin, L.L.C.
Nexstar Broadcasting of Louisiana, L.L.C.
Nexstar Broadcasting of Midland-Odessa,
  L.L.C.
Nexstar Broadcasting of the Midwest,
  Inc.
Nexstar Broadcasting of Northeastern
  Pennsylvania, L.L.C.
Nexstar Broadcasting of Peoria, L.L.C.
Nexstar Broadcasting  of Rochester,
  L.L.C.
Nexstar Broadcasting of Wichita Falls,
  L.L.C.


By:______________________________
   Name:

                                      E-1
<PAGE>

   Title:

Bastet Broadcasting, Inc.
Mission Broadcasting of Wichita Falls,
  Inc.

By: ________________________________
    Name:
    Title:

                                      E-2
<PAGE>

                                                                       EXHIBIT F

                        FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

         Supplemental Indenture (this "Supplemental Indenture"), dated as of
________________, among __________________ (the "Guaranteeing Subsidiary"), a
subsidiary of ____________________ (or its permitted successor), a [Delaware]
corporation (the "Company"), the Company, the other Guarantors (as defined in
the Indenture referred to herein) and ____________________, as trustee under the
Indenture referred to below (the "Trustee").

                               W I T N E S S E T H

         WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of March 16, 2001 providing for
the issuance of an aggregate principal amount of up to $250.0 million of 12%
Senior Subordinated Notes due 2008 (the "Notes");

         WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Note Guarantee"); and

         WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

         NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

         1.  Capitalized Terms. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

         2.  Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees
as follows:

             (a) Along with all Guarantors named in the Indenture, to jointly
         and severally Guarantee to each Holder of a Note authenticated and
         delivered by the Trustee and to the Trustee and its successors and
         assigns, the Notes or the obligations of the Company hereunder or
         thereunder, that:

                 (i) the principal of and interest, and premium, if any, on the
             Notes will be promptly paid in full when due, whether at maturity,
             by acceleration, redemption or otherwise, and interest on the
             overdue principal of and interest on the Notes, if any, if lawful,
             and all other obligations of the Company to the Holders or the
             Trustee hereunder or thereunder will be promptly paid in full or
             performed, all in accordance with the terms hereof and thereof; and

                 (ii) in case of any extension of time of payment or renewal of
             any Notes or any of such other obligations, that same will be
             promptly paid in full when due or performed in accordance with the
             terms of the extension or renewal, whether at Stated Maturity, by
             acceleration or otherwise. Failing payment when due of any amount
             so
                                                   F-1
<PAGE>

             guaranteed or any performance so guaranteed for whatever reason,
             the Guarantors shall be jointly and severally obligated to pay the
             same immediately.


             (b) The obligations hereunder shall be unconditional, irrespective
         of the validity, regularity or enforceability of the Notes or the
         Indenture, the absence of any action to enforce the same, any waiver or
         consent by any Holder of the Notes with respect to any provisions
         hereof or thereof, the recovery of any judgment against the Company,
         any action to enforce the same or any other circumstance which might
         otherwise constitute a legal or equitable discharge or defense of a
         guarantor.

             (c) The following is hereby waived: diligence presentment, demand
         of payment, filing of claims with a court in the event of insolvency or
         bankruptcy of the Company, any right to require a proceeding first
         against the Company, protest, notice and all demands whatsoever.

             (d) This Note Guarantee shall not be discharged except by complete
         performance of the obligations contained in the Notes and the
         Indenture, and the Guaranteeing Subsidiary accepts all obligations of a
         Guarantor under the Indenture.

             (e) If any Holder or the Trustee is required by any court or
         otherwise to return to the Company, the Guarantors, or any Custodian,
         Trustee, liquidator or other similar official acting in relation to
         either the Company or the Guarantors, any amount paid by either to the
         Trustee or such Holder, this Note Guarantee, to the extent theretofore
         discharged, shall be reinstated in full force and effect.

             (f) The Guaranteeing Subsidiary shall not be entitled to any right
         of subrogation in relation to the Holders in respect of any obligations
         guaranteed hereby until payment in full of all obligations guaranteed
         hereby.

             (g) As between the Guarantors, on the one hand, and the Holders and
         the Trustee, on the other hand, (x) the maturity of the obligations
         guaranteed hereby may be accelerated as provided in Article 6 of the
         Indenture for the purposes of this Note Guarantee, notwithstanding any
         stay, injunction or other prohibition preventing such acceleration in
         respect of the obligations guaranteed hereby, and (y) in the event of
         any declaration of acceleration of such obligations as provided in
         Article 6 of the Indenture, such obligations (whether or not due and
         payable) shall forthwith become due and payable by the Guarantors for
         the purpose of this Note Guarantee.

             (h) The Guarantors shall have the right to seek contribution from
         any non-paying Guarantor so long as the exercise of such right does not
         impair the rights of the Holders under the Guarantee.

             (i) Pursuant to Section 11.03 of the Indenture, after giving effect
         to any maximum amount and any other contingent and fixed liabilities
         that are relevant under any applicable Bankruptcy or fraudulent
         conveyance laws, and after giving effect to any collections from,
         rights to receive contribution from or payments made by or on behalf of
         any other Guarantor in respect of the obligations of such other
         Guarantor under Article 11 of the Indenture, this new Note Guarantee
         shall be limited to the maximum amount permissible such that the
         obligations of such Guarantor under this Note Guarantee will not
         constitute a fraudulent transfer or conveyance.

         3.  Execution and Delivery. Each Guaranteeing Subsidiary agrees to
execute the Note Guarantee as provided by Section 11.04 of the Indenture and
Exhibit E thereto and to recognize that the

                                      F-2
<PAGE>

Note Guarantees shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Note Guarantee.

         4.  Guaranteeing Subsidiary May Consolidate, Etc. on Certain Terms.

             (a) The Guaranteeing Subsidiary may not consolidate with or merge
         with or into (whether or not such Guarantor is the surviving Person)
         another corporation, Person or entity whether or not affiliated with
         such Guarantor unless:

                 (i) subject to Sections 11.05 and 11.06 of the Indenture, the
             Person formed by or surviving any such consolidation or merger (if
             other than a Guarantor or the Company) unconditionally assumes all
             the obligations of such Guarantor, pursuant to a supplemental
             indenture in form and substance reasonably satisfactory to the
             Trustee, under the Notes, the Indenture and the Note Guarantee on
             the terms set forth herein or therein; and

                 (ii) immediately after giving effect to such transaction, no
             Default or Event of Default exists.

             (b) In case of any such consolidation, merger, sale or conveyance
         and upon the assumption by the successor corporation, by supplemental
         indenture, executed and delivered to the Trustee and satisfactory in
         form to the Trustee, of the Note Guarantee endorsed upon the Notes and
         the due and punctual performance of all of the covenants and conditions
         of the Indenture to be performed by the Guarantor, such successor
         corporation shall succeed to and be substituted for the Guarantor with
         the same effect as if it had been named herein as a Guarantor. Such
         successor corporation thereupon may cause to be signed any or all of
         the Note Guarantees to be endorsed upon all of the Notes issuable
         hereunder which theretofore shall not have been signed by the Company
         and delivered to the Trustee. All the Note Guarantees so issued shall
         in all respects have the same legal rank and benefit under the
         Indenture as the Note Guarantees theretofore and thereafter issued in
         accordance with the terms of the Indenture as though all of such Note
         Guarantees had been issued at the date of the execution hereof.

             (c) Except as set forth in Articles 4 and 5 and Section 11.06 of
         Article 11 of the Indenture, and notwithstanding clauses (a) and (b)
         above, nothing contained in the Indenture or in any of the Notes shall
         prevent any consolidation or merger of a Guarantor with or into the
         Company or another Guarantor, or shall prevent any sale or conveyance
         of the property of a Guarantor as an entirety or substantially as an
         entirety to the Company or another Guarantor.

         5.  Releases.

             (a) In the event of a sale or other disposition of all of the
         assets of any Guarantor, by way of merger, consolidation or otherwise,
         or a sale or other disposition of all to the capital stock of any
         Guarantor, in each case to a Person that is not (either before or after
         giving effect to such transaction) a Restricted Subsidiary of the
         Company, then such Guarantor (in the event of a sale or other
         disposition, by way of merger, consolidation or otherwise, of all of
         the capital stock of such Guarantor) or the corporation acquiring the
         property (in the event of a sale or other disposition of all or
         substantially all of the assets of such Guarantor) will be released and
         relieved of any obligations under its Note Guarantee; provided that the
         Net Proceeds of such sale or other disposition are applied in
         accordance with the applicable provisions of the Indenture, including
         without limitation Section 4.10 of the Indenture. Upon delivery by the
         Company to the Trustee of an Officers' Certificate and an Opinion of
         Counsel to the effect that such sale or other disposition

                                      F-3
<PAGE>

         was made by the Company in accordance with the provisions of the
         Indenture, including without limitation Section 4.10 of the Indenture,
         the Trustee shall execute any documents reasonably required in order to
         evidence the release of any Guarantor from its obligations under its
         Note Guarantee.

             (b) Any Guarantor not released from its obligations under its Note
         Guarantee shall remain liable for the full amount of principal of and
         interest on the Notes and for the other obligations of any Guarantor
         under the Indenture as provided in Article 10 of the Indenture.

         6.  No Recourse Against Others. No past, present or future director,
officer, employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of the Company
or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of the
Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes. Such waiver may
not be effective to waive liabilities under the federal securities laws and it
is the view of the SEC that such a waiver is against public policy.

         7.  Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

         8.  Submission to Jurisdiction; Service of Process; Waiver oF Jury
Trial. Each party hereto hereby submits to the nonexclusive jurisdiction of the
United States District Court for the Southern District of New York and of any
New York State Court sitting in New York City for purposes of all legal
proceedings arising out of or relating to this Supplemental Indenture, the
Notes, the Note Guarantees or the transactions contemplated hereby and thereby.
Each party hereto irrevocably waives, to the fullest extent permitted by law,
any objection which it may now or hereafter have to the laying of the venue of
any such proceeding brought in such a court and any claim that any such
proceeding brought in such a court has been brought in an inconvenient forum.
Process in any such suit, action or proceeding may be served on any party
anywhere in the world, whether within or without the State of New York. Without
limiting the foregoing, the parties agree that service of process upon such
party at the address referred to in Section 13.02 of the Indenture, together
with written notice of such service to such party, shall be deemed effective
service of process upon such party. Each of the parties hereto irrevocably
waives any and all rights to trial by jury in any legal proceeding arising out
of or relating to this Supplemental Indenture, the Notes, the Note Guarantees or
the transactions contemplated hereby and thereby.

         9.  Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

         10. Effect oF Headings. The Section headings herein are for convenience
only and shall not affect the construction hereof.

         11. The Trustee. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the Company.

                                      F-4
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.

         Dated:  _______________, ____

                                       [Guaranteeing Subsidiary]

                                       By:  ________________________
                                       Name:
                                       Title:

                                       Nexstar Finance, L.L.C.
                                       Nexstar Finance, Inc.

                                       By:  ________________________
                                       Name:
                                       Title:


                                       Entertainment Realty Corporation
                                       Nexstar Broadcasting Group, Inc.
                                       Nexstar Broadcasting of Abilene, L.L.C.
                                       Nexstar Broadcasting of Beaumont/ Port
                                        Arthur, L.L.C.
                                       Nexstar Broadcasting of Champaign, L.L.C.
                                       Nexstar Broadcasting of Erie, L.L.C.
                                       Nexstar Broadcasting of Joplin, L.L.C.
                                       Nexstar Broadcasting of Louisiana, L.L.C.
                                       Nexstar Broadcasting of Midland-Odessa,
                                        L.L.C.
                                       Nexstar Broadcasting of the Midwest, Inc.
                                       Nexstar Broadcasting of Northeastern
                                        Pennsylvania, L.L.C.
                                       Nexstar Broadcasting of Peoria, L.L.C.
                                       Nexstar Broadcasting of Rochester, L.L.C.
                                       Nexstar Broadcasting of Wichita Falls,
                                        L.L.C.

                                       By:  ________________________
                                       Name:
                                       Title:

                                       Bastet Broadcasting, Inc.
                                       Mission Broadcasting of Wichita Falls,
                                        Inc.

                                       By:  ________________________
                                       Name:
                                       Title:

                                       United States Trust Company of New York
                                        as Trustee

                                       By:  ________________________
                                             Authorized Signatory

                                      F-5
<PAGE>

                                   Schedule I

                             SCHEDULE OF GUARANTORS

         The following schedule lists each Guarantor under the Indenture as of
the Closing Date:

Entertainment Realty Corporation
Nexstar Broadcasting Group, Inc.
Nexstar Broadcasting of Abilene, L.L.C.
Nexstar Broadcasting of Beaumont/ Port Arthur, L.L.C.
Nexstar Broadcasting of Champaign, L.L.C.
Nexstar Broadcasting of Erie, L.L.C.
Nexstar Broadcasting of Joplin, L.L.C.
Nexstar Broadcasting of Louisiana, L.L.C.
Nexstar Broadcasting of Midland-Odessa, L.L.C.
Nexstar Broadcasting of The Midwest, Inc.
Nexstar Broadcasting of Northeastern Pennsylvania, L.L.C.
Nexstar Broadcasting of Peoria, L.L.C.
Nexstar Broadcasting of Rochester, L.L.C.
Nexstar Broadcasting of Wichita Falls, L.L.C.
Bastet Broadcasting, Inc.
Mission Broadcasting of Wichita Falls, Inc.

                                      F-6