<PAGE>

                                                                     Exhibit 4.2

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

                                    INDENTURE

                            Dated as of May 12, 2003

                                      among

                      LIN TELEVISION CORPORATION, as Issuer

                                       and

                           The Guarantors Named Herein

                                       and

                        THE BANK OF NEW YORK, as Trustee

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

                               2.50% Exchangeable
                     Senior Subordinated Debentures due 2033

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

<PAGE>

                           LIN TELEVISION CORPORATION
                              CROSS REFERENCE SHEET

THIS CROSS REFERENCE SHEET SHOWS THE LOCATION IN THE INDENTURE OF THE PROVISIONS
INSERTED PURSUANT TO SECTION 310-318(a), INCLUSIVE, OF THE TIA.

<TABLE>
<CAPTION>
 TRUST INDENTURE                                                                            INDENTURE
   ACT SECTION                                                                               SECTION
----------------                                                                            ---------
<S>                                                                                         <C>
Section 310(a)(1).........................................................................   8.10
           (a)(2).........................................................................   8.10
           (a)(3).........................................................................   N.A.
           (a)(4).........................................................................   N.A.
           (a)(5).........................................................................   8.08, 8.10
           (b)............................................................................   8.08; 8.10; 19.02
           (c)............................................................................   N.A.
Section 311(a)............................................................................   8.11
           (b)............................................................................   8.11
           (c)............................................................................   N.A.
Section 312(a)............................................................................   2.05
           (b)............................................................................   19.03
           (c)............................................................................   19.03
Section 313(a)............................................................................   8.06
           (b)(1).........................................................................   N.A.
           (b)(2).........................................................................   8.06
           (c)............................................................................   8.06; 19.02
           (d)............................................................................   8.06
Section 314(a)............................................................................   19.02
           (b)............................................................................   N.A.
           (c)(1).........................................................................   19.04
           (c)(2).........................................................................   19.04
           (c)(3).........................................................................   N.A.
           (d)............................................................................   N.A.
           (e)............................................................................   19.05
           (f)............................................................................   N.A.
Section 315(a)............................................................................   8.01(b)
           (b)............................................................................   8.05; 19.02
           (c)............................................................................   8.01(a)
           (d)............................................................................   8.01(c)
           (e)............................................................................   4.11
Section 316(a)(last sentence).............................................................   2.09
           (a)(1)(A)......................................................................   4.05
           (a)(1)(B)......................................................................   4.04
           (a)(2).........................................................................   N.A.
           (b)............................................................................   4.07
           (c)............................................................................   11.04
Section 317(a)(1).........................................................................   4.08
           (a)(2).........................................................................   4.09
           (b)............................................................................   2.04
Section 318(a)............................................................................   19.01
</TABLE>

----------------------
N.A. means Not Applicable.

NOTE:  This Cross-Reference Table shall not, for any purpose, be deemed to be a
       part of the Indenture.

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                              <C>
                                    ARTICLE 1
                DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01.  Certain Terms Defined..........................................................    1
Section 1.02.  Forms of Documents Delivered to Trustee........................................   16
Section 1.03.  Acts of Holders................................................................   17
Section 1.04.  Effect of Headings and Table of Contents.......................................   18
Section 1.05.  Benefits of Indenture..........................................................   18

                                    ARTICLE 2
                                 THE SECURITIES

Section 2.01.  Form and Dating................................................................   18
Section 2.02.  Execution and Authentication...................................................   19
Section 2.03.  Registrar, Paying Agent, Exchange Agent........................................   20
Section 2.04.  Paying Agent to Hold Assets in Trust...........................................   20
Section 2.05.  Holder Lists...................................................................   21
Section 2.06.  Transfer and Exchange..........................................................   21
Section 2.07.  Replacement Securities.........................................................   23
Section 2.08.  Outstanding Securities; Determinations of Holders' Actions.....................   23
Section 2.09.  Temporary Securities...........................................................   24
Section 2.10.  Cancellation...................................................................   25
Section 2.11.  Persons Deemed Owners..........................................................   25
Section 2.12.  Global Securities..............................................................   25
Section 2.13.  Legends........................................................................   27
Section 2.14.  Payment of Interest; Interest Rights Preserved.................................   28
Section 2.15.  CUSIP Numbers..................................................................   30
Section 2.16.  Calculation of Tax Original Issue Discount.....................................   30

                                    ARTICLE 3
                           SATISFACTION AND DISCHARGE

Section 3.01.  Discharge of Liability on Securities...........................................   31
Section 3.02.  Repayment of Moneys Held by Trustee............................................   31

                                    ARTICLE 4
                              DEFAULT AND REMEDIES

Section 4.01.  Events of Default..............................................................   32
Section 4.02.  Acceleration...................................................................   33
Section 4.03.  Other Remedies.................................................................   34
</TABLE>

                                        i

<PAGE>

<TABLE>
<S>                                                                                              <C>
Section 4.04.  Waiver of Past Default.........................................................   34
Section 4.05.  Control by Majority............................................................   35
Section 4.06.  Limitation on Suits............................................................   35
Section 4.07.  Rights of Holders to Receive Payment...........................................   36
Section 4.08.  Collection Suit by Trustee.....................................................   36
Section 4.09.  Trustee May File Proofs of Claim...............................................   36
Section 4.10.  Priorities.....................................................................   37
Section 4.11.  Undertaking for Costs..........................................................   37

                                    ARTICLE 5
                                  SUBORDINATION

Section 5.01.  Agreement to Subordinate.......................................................   38
Section 5.02.  Liquidation, Dissolution, Bankruptcy...........................................   38
Section 5.03.  Default on Senior Indebtedness.................................................   38
Section 5.04.  Acceleration of Payment of Securities..........................................   40
Section 5.05.  When Distribution Must be Paid Over............................................   40
Section 5.06.  Subrogation....................................................................   40
Section 5.07.  Relative Rights................................................................   40
Section 5.08.  Subordination May Not be Impaired by Issuer....................................   41
Section 5.09.  Rights of Trustee and Paying Agent.............................................   41
Section 5.10.  Distribution or Notice to Representative.......................................   41
Section 5.11.  Article Five Not to Prevent Events of Default or Limit Right to Accelerate.....   41
Section 5.12.  Trustee Entitled to Rely.......................................................   41
Section 5.13.  Trustee to Effectuate Subordination............................................   42
Section 5.14.  Trustee Not Fiduciary for Holders of Senior Indebtedness.......................   42
Section 5.15.  Reliance by Holders of Senior Indebtedness on Subordination Provisions.........   42

                                    ARTICLE 6
                              AFFILIATE GUARANTEES

Section 6.01.  Unconditional Guarantee........................................................   43
Section 6.02.  Severability...................................................................   44
Section 6.03.  Release of a Guarantor.........................................................   44
Section 6.04.  Limitation of Guarantor's Liability............................................   44
Section 6.05.  Contribution...................................................................   45
Section 6.06.  Execution of Affiliate Guarantee...............................................   45
Section 6.07.  Subordination of Subrogation and Other Rights..................................   45

                                    ARTICLE 7
                      SUBORDINATION OF AFFILIATE GUARANTEES

Section 7.01.  Agreement to Subordinate.......................................................   46
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                              <C>
Section 7.02.  Liquidation, Dissolution, Bankruptcy...........................................   46
Section 7.03.  Default on Guarantor Senior Indebtedness.......................................   46
Section 7.04.  Acceleration of Payment of Securities..........................................   48
Section 7.05.  When Distribution Must Be Paid Over............................................   48
Section 7.06.  Subrogation....................................................................   48
Section 7.07.  Relative Rights................................................................   48
Section 7.08.  Subordination May Not Be Impaired by Guarantor.................................   48
Section 7.09.  Rights of Trustee and Paying Agent.............................................   49
Section 7.10.  Distribution or Notice to Representative.......................................   49
Section 7.11.  Article Seven Not To Prevent Events of Default or Limit Right To Accelerate....   49
Section 7.12.  Trustee Entitled to Rely.......................................................   49
Section 7.13.  Trustee To Effectuate Subordination............................................   50
Section 7.14.  Trustee Not Fiduciary for Holders of Guarantor Senior Indebtedness.............   50
Section 7.15.  Reliance by Holders of Guarantor Senior Indebtedness on Subordination
               Provisions ....................................................................   50

                                    ARTICLE 8
                                   THE TRUSTEE

Section 8.01.  Duties of Trustee..............................................................   51
Section 8.02.  Rights of Trustee..............................................................   52
Section 8.03.  Individual Rights of Trustee...................................................   53
Section 8.04.  Trustee's Disclaimer...........................................................   53
Section 8.05.  Notice of Defaults.............................................................   53
Section 8.06.  Reports by Trustee to Holders..................................................   54
Section 8.07.  Compensation and Indemnity.....................................................   54
Section 8.08.  Replacement of Trustee.........................................................   55
Section 8.09.  Successor Trustee by Merger, Etc...............................................   57
Section 8.10.  Eligibility; Disqualification..................................................   57
Section 8.11.  Preferential Collection of Claims Against the Issuer...........................   57

                                    ARTICLE 9
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND ISSUER

Section 9.01.  Issuer to Furnish Trustee Information as to Names and Addresses of Holders.....   57
Section 9.02.  Preservation of Information; Communications to Holders.........................   58
Section 9.03.  Reports by Trustee.............................................................   58
Section 9.04.  Reports by Issuer..............................................................   58
</TABLE>

                                       iii

<PAGE>

<TABLE>
<S>                                                                                              <C>
                                   ARTICLE 10
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

Section 10.01.  Consolidations and Mergers of Issuer Permitted Subject to Certain Conditions..   58
Section 10.02.  Rights and Duties of Successor Entity.........................................   59

                                   ARTICLE 11
                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 11.01.  Without Consent of Holders....................................................   60
Section 11.02.  With Consent of Holders.......................................................   60
Section 11.03.  Compliance with Trust Indenture Act...........................................   62
Section 11.04.  Record Date for Consents and Effect of Consents...............................   62
Section 11.05.  Notation on or Exchange of Securities.........................................   62
Section 11.06.  Trustee to Sign Amendments, Etc...............................................   62

                                   ARTICLE 12
                             COVENANTS OF THE ISSUER

Section 12.01.  Payment of Principal, Premium and Interest....................................   63
Section 12.02.  Maintenance of Office or Agency...............................................   63
Section 12.03.  Money for Securities Payments to be Held in Trust.............................   64
Section 12.04.  Compliance Certificate........................................................   65
Section 12.05.  Calculation of Original Issue Discount........................................   65
Section 12.06.  Further Instruments and Acts..................................................   65
Section 12.07.  Affiliate Guarantees By Restricted Subsidiaries...............................   65

                                   ARTICLE 13
                            REDEMPTION OF SECURITIES

Section 13.01.  Right to Redeem; Notices to Trustee...........................................   66
Section 13.02.  Selection of Securities to Be Redeemed........................................   66
Section 13.03.  Notice of Redemption..........................................................   67
Section 13.04.  Effect of Notice of Redemption................................................   68
Section 13.05.  Deposit of Redemption Price...................................................   68
Section 13.06.  Securities Redeemed in Part...................................................   68
Section 13.07.  Exchange Arrangement on Call for Redemption...................................   68

                                   ARTICLE 14
                                    EXCHANGE

Section 14.01.  Exchange Rights...............................................................   69
Section 14.02.  Exchange Rights Based on Common Stock Price...................................   70
Section 14.03.  Exchange Rights Upon Credit Rating Events.....................................   70
</TABLE>

                                       iv

<PAGE>

<TABLE>
<S>                                                                                              <C>
Section 14.04.  Exchange Rights Upon Notice of Redemption.....................................   70
Section 14.05.  Exchange Rights Upon Occurrence of Certain Corporate Transactions.............   70
Section 14.06.  Exchange Upon Satisfaction of Trading Price Condition.........................   71
Section 14.07.  Exchange Procedures...........................................................   72
Section 14.08.  Fractional Shares.............................................................   73
Section 14.09.  Taxes on Exchange.............................................................   74
Section 14.10.  Reservation of Shares, Shares to Be Fully Paid; Compliance with Governmental
        Requirements; Listing of Common Stock.................................................   74
Section 14.11.  Adjustment of Exchange Rate...................................................   75
Section 14.12.  Other Adjustments.............................................................   85
Section 14.13.  Notice of Certain Transactions................................................   85
Section 14.14.  Effect of Reclassification, Consolidation, Merger or Sale on Exchange
        Privilege ............................................................................   86
Section 14.15.  Trustee's Disclaimer..........................................................   87
Section 14.16.  Rights Issued in Respect of Common Stock Issued Upon Exchange.................   87
Section 14.17.  Issuer Determination Final....................................................   88

                                   ARTICLE 15
                          PURCHASE AT OPTION OF HOLDERS

Section 15.01 . Right to Require Purchase.....................................................   88
Section 15.02.  Purchase Procedures...........................................................   88
Section 15.03.  Effect of Purchase Notice.....................................................   90
Section 15.04.  Deposit of Purchase Price.....................................................   91
Section 15.05.  Securities Purchased in Part..................................................   91
Section 15.06.  Repayment to the Issuer.......................................................   92

                                   ARTICLE 16
             PURCHASE AT OPTION OF HOLDER UPON A FUNDAMENTAL CHANGE

Section 16.01.  Right to Require Purchase.....................................................   92
Section 16.02.  Effect of Fundamental Change Purchase Notice..................................   95
Section 16.03.  Deposit of Fundamental Change Purchase Price..................................   96
Section 16.04.  Securities Purchased in Part..................................................   97
Section 16.05.  Repayment to the Issuer.......................................................   97

                                   ARTICLE 17
                               CONTINGENT INTEREST

Section 17.01.  Contingent Interest...........................................................   97
Section 17.02.  Payment of Contingent Interest................................................   98
Section 17.03.  Notice of Contingent Interest.................................................   98
</TABLE>

                                        v

<PAGE>

<TABLE>
<S>                                                                                             <C>
                                   ARTICLE 18
   IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS AND EMPLOYEES

Section 18.01.  Exemption From Individual Liability...........................................   98

                                   ARTICLE 19
                            MISCELLANEOUS PROVISIONS

Section 19.01.  Trust Indenture Act Controls..................................................   99
Section 19.02.  Notices.......................................................................   99
Section 19.03.  Communications by Holders with Other Holders..................................  100
Section 19.04.  Certificate and Opinion as to Conditions Precedent............................  100
Section 19.05.  Statements Required in Certificate............................................  101
Section 19.06.  Rules by Trustee, Paying Agent, Exchange Agent Registrar......................  101
Section 19.07.  GOVERNING LAW.................................................................  101
Section 19.08.  No Recourse Against Others....................................................  101
Section 19.09.  Successors....................................................................  102
Section 19.10.  Counterpart Originals.........................................................  102
Section 19.11.  Severability..................................................................  102
Section 19.12.  No Adverse Interpretation of Other Agreements.................................  102
Section 19.13.  Legal Holidays................................................................  102
</TABLE>

EXHIBIT A  --  Form of Global Security

                                       vi

<PAGE>

         INDENTURE, dated as of the 12th day of May, 2003, among LIN TELEVISION
CORPORATION, a Delaware corporation (the "ISSUER"), the Guarantors named herein
and THE BANK OF NEW YORK, a New York banking corporation (the "TRUSTEE").

         WHEREAS, for its lawful corporate purposes, the Issuer deems it
necessary to issue its securities and has duly authorized the execution and
delivery of this Indenture to provide for the issuance of its 2.50% Exchangeable
Senior Subordinated Debentures due 2033 (the "SECURITIES").

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed by the
Issuer, the Guarantors named herein and the Trustee, for the equal and
proportionate benefit of all Holders of the Securities, as follows:

                                    ARTICLE 1
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         Section 1.01.  Certain Terms Defined.

         (a)      Definitions.

         "ACCELERATION NOTICE" has the meaning set forth in Section 4.02.

         "AFFILIATE" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct or cause the direction of the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing. Chase, Deutsche and their Affiliates
shall not be deemed Affiliates of the Issuer by reason of the Senior Credit
Facilities or their direct or indirect investments in any fund managed by Hicks
Muse or any Person in which any such fund is invested.

         "AFFILIATE GUARANTEE" has the meaning set forth in Section 6.01.

         "AGENT" MEANS any Registrar, Paying Agent or co-Registrar.

         "AGENT MEMBERS" has the meaning set forth in Section 2.12(f).

<PAGE>

         "APPLICABLE STOCK PRICE" means, in respect of a Exchange Date, the
average of the Closing Sale Prices per share of Common Stock over the
five-Trading Day period starting the third Trading Day following such Exchange
Date.

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

         "BASE EXCHANGE PRICE" means the dollar amount derived by dividing the
Principal Amount by the Base Exchange Rate.

         "BASE EXCHANGE RATE" means 26.8240 shares of Common Stock, subject to
adjustment as set forth in Section 14.11 per $1,000 Principal Amount of
Securities.

         "BLOCKAGE NOTICE" has the meaning set forth in Section 5.03.

         "BOARD OF DIRECTORS" means either the board of directors of the Issuer
or LIN TV, as the case may be, or any duly authorized committee of such board.

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

         "BUSINESS DAY" means any day other than a Saturday, a Sunday or a day
on which banking institutions in The City of New York are authorized or required
by law, regulation or executive order to close.

         "CAPITAL STOCK" means (i) with respect to any Person that is a
corporation, any and all shares, interests, participations or other equivalents
(however designated) of capital stock of such Person and (ii) with respect to
any Person that is not a corporation, any and all partnership or other equity
interests of such Person.

         "CAPITALIZED LEASE OBLIGATION" means, as to any Person, the obligation
of such Person to pay rent or other amounts under a lease to which such Person
is a party that is required to be classified and accounted for as a capital
lease obligation under GAAP, and for purposes of this definition, the amount of
such obligation at any date shall be the capitalized amount of such obligation
at such date, determined in accordance with GAAP.

         "CASH EQUIVALENTS" means (i) marketable direct obligations issued by,
or unconditionally guaranteed by, the United States Government or issued by any
agency thereof and backed by the full faith and credit of the United States, in

                                        2

<PAGE>

each case maturing within one year from the date of acquisition thereof; (ii)
marketable direct obligations issued by any state of the United States of
America or any political subdivision of any such state or any public
instrumentality thereof maturing within one year from the date of acquisition
thereof and, at the time of acquisition, having one of the two highest ratings
obtainable from either S&P or Moody's; (iii) commercial paper maturing no more
than one year from the date of creation thereof and, at the time of acquisition,
having a rating of at least A-1 from S&P or at least P-1 from Moody's; (iv)
certificates of deposit or bankers' acceptances maturing within one year from
the date of acquisition thereof issued by any commercial bank organized under
the laws of the United States of America or any state thereof or the District of
Columbia or any U.S. branch of a foreign bank having at the date of acquisition
thereof combined capital and surplus of not less than $200,000,000; (v)
repurchase obligations with a term of not more than seven days for underlying
securities of the types described in clause (i) above entered into with any bank
meeting the qualifications specified in clause (iv) above; and (vi) investments
in money market funds that invest substantially all their assets in securities
of the types described in clauses (i) through (v) above.

         "CHANGE OF CONTROL" means the occurrence of one or more of the
following events: (i) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all or substantially all of
the assets of the Issuer to any Person or group of related Persons for purposes
of Section 13(d) of the Exchange Act (a "GROUP") (whether or not otherwise in
compliance with the provisions of this Indenture), other than to Hicks, Muse
State & Furst Incorporated, a Delaware corporation, or any of its Affiliates,
officers or directors (the "PERMITTED HOLDERS"); or (ii) a majority of the board
of directors of the Issuer or LIN TV shall consist of Persons who are not
Continuing Directors; or (iii) the acquisition by any Person or Group (other
than the Permitted Holders or any direct or indirect subsidiary of any Permitted
Holder, including without limitation a Holding Company) of the power, directly
or indirectly, to vote or direct the voting of securities having more than 50%
of the ordinary voting power for the election of directors of the Issuer.

         "CHASE" has the meaning provided in the definition of "Senior Credit
Facilities."

         "CLOSING SALE PRICE" of the shares of Common Stock on any date means
the closing sale price per share (or, if no closing sale price is reported, the
average of the closing bid and ask prices or, if more than one in either case,
the average of the average closing bid and the average closing ask prices) on
such date as reported on the principal United States securities exchange on
which shares of Common Stock are traded or, if the shares of Common Stock are
not listed on a United States national or regional securities exchange, as
reported by

                                        3

<PAGE>

NASDAQ or by the National Quotation Bureau Incorporated. In the absence of such
quotations, the Issuer shall be entitled to determine the Closing Sale Price on
the basis it considers appropriate. The Closing Sale Price shall be determined
without reference to extended or after hours trading.

         "COMMISSION" means the Securities and Exchange Commission.

         "COMMODITY AGREEMENT" means any commodity futures contract, commodity
option or other similar agreement or arrangement.

         "COMMON STOCK" shall mean the shares of Class A Common Stock, $0.01 par
value, of LIN TV as it exists on the date of this Indenture or any other shares
of capital stock of the Issuer into which such Class A Common Stock shall be
reclassified or changed.

         "CONTINGENT INTEREST" means such cash interest payable as described in
Article 17.

         "CONTINUING DIRECTOR" means, as of the date of determination, any
Person who (i) was a member of the Board of Directors of the Issuer or LIN TV as
of the date of this Indenture, (ii) was nominated for election or elected to the
Board of Directors of the Issuer or LIN TV, as the case may be, with the
affirmative vote of a majority of the Continuing Directors who were members of
such Board of Directors at the time of such nomination or election or (iii) is a
representative of a Permitted Holder.

         "CORPORATE TRUST OFFICE" means the principal office of the Trustee at
which at any time its corporate trust business shall be administered, which
office at the date hereof is located at 101 Barclay Street, 8W, New York, NY
10286, Attention: Corporate Trust Officer, or such other address as the Trustee
may designate from time to time by notice to the Holders and the Issuer, or the
principal corporate trust office of any successor Trustee (or such other address
as a successor Trustee may designate from time to time by notice to the Holders
and the Issuer).

         "CREDIT AGREEMENT" means the amended and restated credit agreement
dated as of February 7, 2003, among Holdings, the Issuer, Televicentro of Puerto
Rico, LLC, Chase, as administrative agent, J.P. Morgan Securities Inc. and
Deutsche Bank Securities Inc. as joint lead arrangers and joint bookrunners,
Deutsche, as syndication agent, The Bank of Nova Scotia, Fleet National Bank and
Morgan Stanley Senior Funding, as co-documentation agents, and the other
financial institutions from time to time party thereto, together with the
related documents thereto (including, without limitation, any guarantee
agreements and security documents), in each case as such agreements may be
amended (including any amendment and restatement thereof), supplemented or
otherwise

                                        4

<PAGE>

modified from time to time, including any agreement extending the maturity of,
refinancing, replacing or otherwise restructuring (including by way of adding
Subsidiaries of the Issuer as additional borrowers or guarantors thereunder) all
or any portion of the Indebtedness under such agreement or any successor or
replacement agreement and whether by the same or any other agent, lender or
group of lenders (or other institutions).

         "CREDIT AGREEMENT INDEBTEDNESS" has the meaning set forth in Section
4.06.

         "CURRENCY AGREEMENT" means any foreign exchange contract, currency swap
agreement or other similar agreement or arrangement.

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

         "DEFAULT" means an event or condition the occurrence of which is, or
with the lapse of time or the giving of notice or both would be, an Event of
Default.

         "DEFAULTED INTEREST" has the meaning specified in Section 2.14.

         "DEPOSITARY" means, with respect to the Securities issued in the form
of one or more Global Securities, The Depository Trust Company or another Person
designated as Depositary by the Issuer, which must be a clearing agency
registered under the Exchange Act.

         "DEPOSITARY CUSTODIAN" means any Person appointed by the Trustee to act
as custodian of Global Securities for the Depositary.

         "DESIGNATED SENIOR INDEBTEDNESS" means (i) all obligations under the
Senior Credit Facilities and (ii) any other Senior Indebtedness of the Issuer
which, at the date of determination, has an aggregate principal amount
outstanding of, or under which, at the date of determination, the holders
thereof are committed to lend up to, at least $20,000,000 and is specifically
designated by the Issuer in the instrument evidencing or governing such Senior
Indebtedness as "Designated Senior Indebtedness" for purposes of this Indenture.

         "DEUTSCHE" has the meaning provided in the definition of "Senior Credit
Facilities."

         "DISQUALIFIED CAPITAL 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), or upon the happening of any event, matures (excluding any

                                        5

<PAGE>

maturity as the result of an optional redemption by the issuer thereof) or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
is redeemable at the sole option of the holder thereof (except, in each case,
upon the occurrence of a Change of Control), in whole or in part, on or prior to
the Stated Maturity Date of the Securities; provided that only the portion of
Capital Stock which so matures or is mandatorily redeemable or is so redeemable
at the sole option of the holder thereof prior to May 15, 2033 shall be deemed
Disqualified Capital Stock.

         "EXCHANGE NOTICE" has the meaning set forth in Section 14.07.

         "EFFECTIVE EXCHANGE PRICE" means, as of any date of determination, a
dollar amount derived by dividing the Principal Amount by the Exchange Rate then
in effect (assuming a Exchange Date eight Trading Days prior to the date of
determination); provided that from and after May 15, 2008 (or if such day is not
a Business Day, the immediately succeeding Business Day), the Effective Exchange
Price shall be the Principal Amount as of such date of determination divided by
the Fixed Exchange Rate.

         "EVENT OF DEFAULT" has the meaning provided in Section 4.01.

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

         "EXCHANGE AGENT" has the meaning set forth in Section 2.03.

         "EXCHANGE RATE" with respect to any Exchange Date prior to May 15, 2008
means:

                  (i)      if the Applicable Stock Price is less than or equal
         to the Base Exchange Price, the Base Exchange Rate; or

                  (ii)     if the Applicable Stock Price is greater than the
         Base Exchange Price, the number of shares of Common Stock determined in
         accordance with the following formula:

                  (Applicable - Base Exchange
Base Exchange + [    Stock Price   Price)
Rate              ---------------------------     x Incremental Share Factor]
                     Applicable Stock Price)

Notwithstanding the foregoing, in no event will the Exchange Rate exceed the
Maximum Exchange Rate. From and after May 15, 2008, the Exchange Rate shall be
fixed at the Exchange Rate determined as set forth above assuming a

                                        6

<PAGE>

Exchange Date that is eight Trading Days prior to May 15, 2008 (the "FIXED
EXCHANGE RATE"), subject to adjustment as set forth in Article 14.

         "FCC" has the meaning set forth in Section 4.06.

         "FIXED EXCHANGE RATE" has the meaning set forth in the definition of
Exchange Rate.

         "FUNDING GUARANTOR" has the meaning set forth in Section 6.05.

         "GAAP" means generally accepted accounting principles in the United
States of America as in effect as of the date of this Indenture, including those
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 the Commission or
in such other statements by such other entity as approved by a significant
segment of the accounting profession. All ratios and computations based on GAAP
contained in this Indenture shall be computed in conformity with GAAP.

         "GLOBAL SECURITY" or "GLOBAL SECURITIES" means Securities that are in
the form of the Securities attached hereto as Exhibit A.

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

         "GUARANTOR" means LIN TV and each of the Issuer's direct and indirect,
existing and future Restricted Subsidiaries, other than a Subsidiary organized
under the laws of a jurisdiction other than the United States or any state
thereof, provided that such Subsidiary's assets and principal place of business
are located outside the United States and shall include each of the Issuer's
Subsidiaries that guarantee the Senior Credit Facilities.

         "GUARANTOR BLOCKAGE NOTICE" has the meaning set forth in Section 7.03.

         "GUARANTOR PAYMENT BLOCKAGE PERIOD" has the meaning set forth in
Section 7.03.

         "GUARANTOR SENIOR INDEBTEDNESS" means, as to any Guarantor, Senior
Indebtedness of such Guarantor, it being understood that for the purpose of this
definition, all references to the Issuer in the definition of Senior
Subordinated Indebtedness shall be deemed references to such Guarantor.

                                        7

<PAGE>

         "GUARANTOR SENIOR SUBORDINATED INDEBTEDNESS" means, as to any
Guarantor, Senior Subordinated Indebtedness of such Guarantor, it being
understood that for purposes of this definition, all references to the Issuer in
the definition of Senior Subordinated Indebtedness shall be deemed references to
such Guarantor.

         "HICKS MUSE" means Hicks, Muse, Tate & Furst Incorporated, a Delaware
corporation.

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

         "HOLDING COMPANY" means a company as to which the Issuer is, directly
or indirectly, a Subsidiary.

         "HOLDINGS" means LIN Holdings Corp., a Delaware corporation, and any
successor in interest thereto.

         "INCREMENTAL SHARE FACTOR" means 23.6051 shares of Common Stock,
subject to adjustment as set forth in Article 14.

         "INDEBTEDNESS" means with respect to any Person, without duplication,
any liability of such Person (i) for borrowed money, (ii) evidenced by bonds,
debentures, notes or other similar instruments, (iii) constituting Capitalized
Lease Obligations, (iv) incurred or assumed as the deferred purchase price of
property, or pursuant to conditional sale obligations and title retention
agreements (but excluding trade accounts payable arising in the ordinary course
of business), (v) for the reimbursement of any obligor on any letter of credit,
banker's acceptance or similar credit transaction, (vi) for Indebtedness of
others guaranteed by such Person, (vii) for Interest Swap Agreements, Commodity
Agreements and Currency Agreements and (viii) for Indebtedness of any other
Person of the type referred to in clauses (i) through (vii) which is secured by
any Lien on any property or asset of such first referred to Person, the amount
of such Indebtedness being deemed to be the lesser of the value of such property
or asset or the amount of the Indebtedness so secured. The amount of
Indebtedness of any Person at any date shall be (i) the outstanding principal
amount of all unconditional obligations described above, as such amount would be
reflected on a balance sheet prepared in accordance with GAAP, and the maximum
liability at such date of such Person for any contingent obligations described
above, (ii) the accreted value thereof, in the case of any Indebtedness issued
with original issue discount, and (iii) the principal amount thereof, together
with any interest thereon that is more than 30 days past due, in the case of any
other Indebtedness.

                                        8

<PAGE>

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

         "INTEREST PAYMENT DATE" means May 15, and November 15 of each year,
subject to Section 19.13, commencing November 15, 2003.

         "INTEREST PERIOD" means the period from and including the most recent
Interest Payment Date to which interest has been paid or duly made available for
payment (or May 12, 2003 if no interest has been paid or been duly made
available for payment) to, but excluding, the next succeeding Interest Payment
Date, or any earlier Fundamental Change Purchase Date, Redemption Date or
Purchase Date.

         "INTEREST SWAP AGREEMENTS" means any interest rate protection
agreement, interest rate future, interest rate option, interest rate swap,
interest rate cap or other interest rate hedge or arrangement.

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

         "ISSUER" means the party named as the "Issuer" in the first paragraph
of this Indenture until a successor replaces it pursuant to the applicable
provisions of this Indenture and, thereafter, shall mean such successor. The
foregoing sentence shall likewise apply to any such subsequent successor or
successors.

         "ISSUER REQUEST" or "ISSUER ORDER" means a written request or order
signed in the name of the Issuer by any Officer and delivered to the Trustee.

         "LEGEND" has the meaning set forth in Section 2.06(f).

         "LICENSE RIGHTS" has the meaning set forth in Section 4.06.

         "LIEN" means, with respect to any asset, any lien, mortgage, deed of
trust, pledge, security interest, charge or encumbrance of any kind (including
any conditional sale or other title retention agreement, any lease in the nature
thereof and any agreement to give any security interest).

         "LIN TV" means LIN TV Corp., a Delaware corporation, until a successor
replaces it pursuant to the applicable provisions of this Indenture and,
thereafter, shall mean such successor. The foregoing sentence shall likewise
apply to any such subsequent successor or successors.

         "LIQUIDATED DAMAGES" means the Liquidated Damages Amount (as defined in
the Registration Rights Agreement).

                                        9

<PAGE>

         "MAXIMUM EXCHANGE RATE" means 46.2748 shares of Common Stock, subject
to adjustment as set forth in Article 14.

         "MOODY'S" means Moody's Investors Services and its successors.

         "NASDAQ" means the NASDAQ National Market, Inc.

         "NON-ELECTING SHARE" has the meaning set forth in Section 14.14.

         "OBLIGATIONS" means all obligations for principal, premium, interest,
penalties, fees, indemnifications, reimbursements, damages and other liabilities
payable under the documentation governing, or otherwise relating to, any
Indebtedness.

         "OFFICER" means the Chairman of the Board, a Vice Chairman of the
Board, the President, any Vice President, the Chief Financial Officer, the
Treasurer, any Assistant Treasurer, the Controller, any Assistant Controller,
the Secretary, any Assistant Treasurer or any Assistant Secretary of the Issuer.

         "OFFICERS' CERTIFICATE" means a written certificate containing the
information specified in Section 19.04, signed in the name of the Issuer by any
two Officers and delivered to the Trustee.

         "OPINION OF COUNSEL" means a written opinion containing the information
specified in Section 19.04 from legal counsel that is delivered to the Trustee.
The counsel may be an employee of, or counsel to, the Issuer.

         "PAY THE SECURITIES" has the meaning set forth in Section 5.03.

         "PAYING AGENT" has the meaning set forth in Section 2.03(a).

         "PAYMENT BLOCKAGE PERIOD" has the meaning set forth in Section 5.03.

         "PERMITTED HOLDERS" has the meaning provided in the definition of
"Change of Control."

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

         "PREDECESSOR SECURITY" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 2.07 in exchange for or in lieu of a

                                       10

<PAGE>

mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

         "PRINCIPAL AMOUNT" of a Security means the stated Principal Amount as
set forth on the face of such Security.

         "PURCHASE AGREEMENT" means the Purchase Agreement dated as of May 6,
2003 among the Issuer, LIN TV, the guarantors referred to therein and Deutsche
Bank Securities Inc., J.P. Morgan Securities Inc., Morgan Stanley & Co.
Incorporated, Bear, Stearns & Co. Inc., Fleet Securities, Inc. and Scotia
Capital (USA) Inc., as initial purchasers.

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

         "REDEMPTION DATE" means the date specified for redemption of the
Securities in accordance with the terms of the Securities and this Indenture.

         "REDEMPTION PRICE" means, when used with respect to any Security to be
redeemed, 100% of the Principal Amount of such Security as of the Redemption
Date, plus accrued and unpaid interest (including Contingent Interest and
Liquidated Damages, if any) to, but excluding, the Redemption Date.

         "REGISTRAR" has the meaning set forth in Section 2.03(a).

         "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement
dated as of May 12, 2003 among the Issuer, LIN TV, Deutsche Bank Securities
Inc., J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated, Bear,
Stearns & Co. Inc., Fleet Securities, Inc. and Scotia Capital (USA) Inc., as
initial purchasers.

         "REGULAR RECORD DATE" for the interest payable on any Interest Payment
Date means the May 1 or November 1, as the case may be, immediately preceding
such Interest Payment Date.

         "REPRESENTATIVE" means the indenture trustee or other trustee, agent or
representative in respect of any Senior Indebtedness; provided, however, that
if, and for so long as, any issue of Senior Indebtedness lacks such a
representative, then the holders of a majority in outstanding principal amount
of such issue of Senior Indebtedness shall at all times constitute the
Representative for such issue of Senior Indebtedness.

         "RESPONSIBLE OFFICER", when used with respect to the Trustee, means any
officer within the corporate trust department (or any successor group)

                                       11

<PAGE>

including without limitation any vice president, any assistant vice president,
any trust officer 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 and who shall have direct responsibility
for the administration of this Indenture.

         "RESTRICTED SUBSIDIARY" means a Subsidiary of the Issuer other than an
Unrestricted Subsidiary and includes all of the Subsidiaries of the Issuer
existing as of the date of this Indenture.

         "RULE 144A" means Rule 144A under the Securities Act (or any successor
provision), as it may be amended from time to time.

         "S&P" means Standard & Poor's Ratings Services, a division of the
McGraw-Hill Companies Inc., and its successors.

         "SECURITIES" or "SECURITY" means any of the Issuer's 2.50% Exchangeable
Senior Subordinated Debentures due 2033, as amended or supplemented from time to
time, issued under this Indenture.

         "SECURITIES ACT" means the Securities Act of 1933, as amended from time
to time, and the rules and regulations of the Commission promulgated thereunder.

         "SECURITY REGISTER" means the register maintained by the Registrar that
evidences ownership of the Securities.

         "SENIOR CREDIT FACILITIES" means the Senior Credit Facilities, under
that certain Amended and Restated Credit Agreement dated as of February 7, 2003,
among LIN Holdings Corp., the Issuer, Televicientro of Puerto Rico, LLC,
JPMorgan Chase Bank ("CHASE"), as administrative agent, Deutsche Bank Trust
Company Americas ("DEUTSCHE"), as syndication agent, The Bank of Nova Scotia,
Fleet National Bank and Morgan Stanley Senior Funding, as co-documentation
agents, and the other financial institutions from time to time party thereto,
together with the related documents thereto (including, without limitation, any
guarantee agreements and any security documents), in each case as such
agreements may be amended (including any amendment and restatement thereof),
supplemented or otherwise modified from time to time, including any agreement
extending the maturity of, refinancing, replacing or otherwise restructuring
(including by way of adding Subsidiaries of the Issuer as additional borrowers
or guarantors thereunder) all or any portion of the Indebtedness under such
agreement or any successor or replacement agreement and whether by the same or
any other agent, lender or group of lenders (or other institutions).

                                       12

<PAGE>

         "SENIOR INDEBTEDNESS" means, whether outstanding on the date of this
Indenture or thereafter issued, all Indebtedness of the Issuer, including
interest (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Issuer or any Restricted
Subsidiary whether or not a claim for post-filing interest is allowed in such
proceeding) and premium, if any, thereon, and other monetary amounts (including
fees, expenses, reimbursement obligations under letters of credit and
indemnities) owing in respect thereof unless, in the instrument creating or
evidencing the same or pursuant to which the same is outstanding, it is provided
that the obligations in respect of such Indebtedness rank pari passu with the
Securities; provided, however, that Senior Indebtedness will not include (1) any
obligation of the Issuer to any Restricted Subsidiary, (2) any liability for
federal, state, foreign, local or other taxes owed or owing by the Issuer, (3)
any accounts payable or other liability to trade creditors arising in the
ordinary course of business (including Guarantees thereof or instruments
evidencing such liabilities), (4) any Indebtedness, Guarantee or obligation of
the Issuer that is expressly subordinate or junior in right of payment to any
other Indebtedness, Guarantee or obligation of the Issuer, including any Senior
Subordinated Indebtedness, or (5) obligations in respect of any Capital Stock.

         "SENIOR SUBORDINATED INDEBTEDNESS" means the Securities and any other
Indebtedness of the Issuer that specifically provides that such Indebtedness is
to rank pari passu with the Securities in right of payment and is not
subordinated by its terms in right of payment to any Indebtedness or other
obligation of the Issuer which is not Senior Indebtedness.

         "SIGNIFICANT RESTRICTED SUBSIDIARY" means, at any date of
determination, any Restricted Subsidiary that would be a "significant
subsidiary" as defined in Article I, Rule 1-02 of Regulation S-X, promulgated
under the Securities Act, as such rule is in effect on the date of this
Indenture.

         "SPECIAL RECORD DATE" means, for the payment of any Defaulted Interest,
the date fixed by the Trustee pursuant to Section 2.14.

         "STATED MATURITY DATE" means May 15, 2033.

         "SUBSIDIARY" with respect to any Person, means (i) any corporation of
which the outstanding Capital Stock having at least a majority of the votes
entitled to be cast in the election of directors under ordinary circumstances
shall at the time be owned, directly or indirectly through one or more
intermediaries, by such Person or (ii) any other Person of which at least a
majority of the voting interest under ordinary circumstances is at the time,
directly or indirectly through one or more intermediaries, owned by such Person.
Notwithstanding anything in this Indenture to the contrary, all references to
the Issuer and its consolidated

                                       13

<PAGE>

Subsidiaries or to financial information prepared on a consolidated basis in
accordance with GAAP shall be deemed to include the Issuer and its Subsidiaries
as to which financial statements are prepared on a combined basis in accordance
with GAAP and to financial information prepared on such a combined basis.
Notwithstanding anything in this Indenture to the contrary, an Unrestricted
Subsidiary shall not be deemed to be a Restricted Subsidiary for purposes of
this Indenture.

         "SUBSIDIARY GUARANTOR" means a Guarantor other than LIN TV.

         "TAX ORIGINAL ISSUE DISCOUNT" means the amount of ordinary interest
income on a Security that must be accrued as original issue discount for United
States Federal income tax purposes pursuant to Treasury Regulation Section
1.1275-4 or any successor provision.

         "TIA" means the Trust Indenture Act of 1939 as in effect on the date of
this Indenture, provided, however, that in the event the TIA is amended after
such date, TIA means, to the extent required by any such amendment, the TIA as
so amended.

         "TRADING DAY" means a day during which trading in securities generally
occurs on the New York Stock Exchange or, if the Common Stock is not listed on
the New York Stock Exchange, on the principal other national or regional
securities exchange on which the Common Stock is then listed or, if the Common
Stock is not listed on a national or regional securities exchange, by NASDAQ or,
if the Common Stock is not quoted by NASDAQ, on the principal other market on
which the Common Stock is then traded.

         "TRADING PRICE" means, on any date, the average of the secondary market
bid quotations per $1,000 Principal Amount of the Securities obtained by the
Trustee for $5,000,000 Principal Amount of Securities at approximately 3:30
p.m., New York City time, on such date from three independent nationally
recognized securities dealers selected by the Issuer; provided that if at least
three such bids cannot reasonably be obtained by the Trustee, but two bids are
obtained, then the average of the two bids shall be used, and if only one such
bid can reasonably be obtained by the Trustee, one bid shall be used; and
provided further that if the Trustee cannot reasonably obtain at least one bid
for $5,000,000 Principal Amount of Securities from a nationally recognized
securities dealer or in the Issuer's reasonable judgment, the bid quotations are
not indicative of the secondary market value of the Securities, then the Trading
Price per $1,000 Principal Amount of Securities on such date shall be deemed to
be less than 98% of the product of (a) the Exchange Rate on such date
(determined using the Closing Sale Price on such date rather than the Applicable
Stock Price) and (b) the Closing Sale Price on such date.

                                       14

<PAGE>

         "TRUSTEE" means the party named as the "Trustee" in the first paragraph
of this Indenture until a successor replaces it pursuant to the applicable
provisions of this Indenture and, thereafter, shall mean such successor. The
foregoing sentence shall likewise apply to any subsequent such successor or
successors.

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

         "U.S. GOVERNMENT OBLIGATIONS" means direct obligations (or certificates
representing an ownership interest in such obligations) of the United States of
America (including any agency or instrumentality thereof) for the payment of
which the full faith and credit of the United States of America is pledged and
which are not callable or redeemable at the issuer's option.

         "UNRESTRICTED SUBSIDIARY" means a Subsidiary of the Issuer so
designated by a resolution adopted by the Board of Directors of the Issuer;
provided, however, that (a) neither the Issuer nor any of its other Restricted
Subsidiaries (1) provides any credit support for any Indebtedness or other
Obligations of such Subsidiary (including any undertaking, agreement or
instrument evidencing such Indebtedness) or (2) is directly or indirectly liable
for any Indebtedness or other Obligations of such Subsidiary and (b) at the time
of designation of such Subsidiary, such Subsidiary has no property or assets
(other than de minimis assets resulting from the initial capitalization of such
Subsidiary). The Board of Directors may designate any Unrestricted Subsidiary to
be a Restricted Subsidiary; provided, however, that immediately after giving
effect to such designation no Default or Event of Default shall have occurred or
be continuing. Any designation pursuant to this definition by the Board of
Directors of the Issuer shall be evidenced to the Trustee by the filing with the
Trustee of a certified copy of the resolution of the Issuer's Board of Directors
giving effect to such designation and an Officers' Certificate certifying that
such designation complies with the foregoing conditions.

         "WEIGHTED AVERAGE LIFE TO MATURITY" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (a) the then
outstanding aggregate principal amount of such Indebtedness into (b) the total
of the product obtained by multiplying (i) the amount of each then remaining
installment, sinking fund, serial maturity or other required payment of
principal, including payment at final maturity, in respect thereof, by (ii) the
number of

                                       15

<PAGE>

years (calculated to the nearest one-twelfth) which will elapse between such
date and the making of such payment.

         (b)      Other Definitions.

<TABLE>
<CAPTION>
                                                                         DEFINED IN
                                   TERM                                   SECTION
----------------------------------------------------------------------   ----------
<S>                                                                      <C>
"Act"..................................................................   1.03
"Adjustment Event".....................................................  14.11(m)
"Current Market Price".................................................  14.11(i)
"Determination Date"...................................................  14.11(m)
"Distributed Property" ................................................  14.11(d)
"Ex-Dividend Date".....................................................  14.11(g)
"Ex-Dividend Time".....................................................  14.05
"Expiration Time"......................................................  14.11(f)
"Fair Market Value"....................................................  14.11(i)
"Fundamental Change"...................................................  16.01(a)
"Fundamental Change Purchase Date".....................................  16.01(a)
"Fundamental Change Purchase Notice"...................................  16.01(c)
"Fundamental Change Purchase Price"....................................  16.01(a)
"Principal Value Exchange".............................................  14.06
"Purchase Date"........................................................  15.01
"Purchased Shares" ....................................................  14.11(f)
"Purchase Notice"......................................................  15.01
"Purchase Price".......................................................  15.01
"QIB"..................................................................   2.01
"Record Date"..........................................................  14.11(i)
"Rights"...............................................................  14.16
"Rights Agreement".....................................................  14.16
"Trigger Event" .......................................................  14.11(d)
</TABLE>

         Section 1.02.  Forms of Documents Delivered to Trustee. In any case
where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified
by, or covered by the opinion of, only one such Person, or that they be so
certified or covered by only one document, but one such Person may certify or
give an opinion with respect to some matters and one or more other such Persons
as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents.

         Any certificate or opinion of an officer of the Issuer may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer actually knows that the
certificate or opinion or representations with respect to the matters upon which

                                       16

<PAGE>

his certificate or opinion is based are erroneous. Any such certificate or
Opinion of Counsel may be based, insofar as it relates to factual matters, upon
a certificate or opinion of, or representations by, an officer or officers of
the Issuer stating that the information with respect to such factual matters is
in the possession of the Issuer, unless such counsel knows, or in the exercise
of reasonable care (but without having made an investigation specifically for
the purpose of rendering such opinion) should know, that the certificate or
opinion or representations with respect to such matters are erroneous.

         Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

         Section 1.03.  Acts of Holders. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture
to be given or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by an agent duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee and, where it is hereby expressly
required, to the Issuer. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"ACT" of the Holders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and (subject to Section 8.01)
conclusive in favor of the Trustee and the Issuer, if made in the manner
provided in this Section.

         (b)      The fact and date of the execution by any Person of any such
instrument or writing may be proved in any manner which the Trustee deems
sufficient.

         (c)      The ownership of Securities shall be proved by the Security
Register.

         (d)      Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Security shall bind every
future Holder of the same Security and the Holder of every Security issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustee or
the Issuer in reliance thereon, whether or not notation of such action is made
upon such Security.

         (e)      The Issuer may, but shall not be obligated to, set a record
date for purposes of determining the identity of Holders entitled to vote or
consent to any

                                       17

<PAGE>

action by vote or consent authorized or permitted under this Indenture. If a
record date is fixed, those persons who were Holders of Securities at such
record date (or their duly designated proxies), and only those persons, shall be
entitled to take such action by vote or consent or to revoke any vote or consent
previously given, whether or not such persons continue to be Holders after such
record date. No action approved by such vote or consent shall be taken more than
six months after such record date.

         Section 1.04.  Effect of Headings and Table of Contents. The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

         Section 1.05.  Benefits of Indenture. Nothing in this Indenture or
in the Securities, express or implied, shall give to any Person, other than the
parties hereto and their successors hereunder and the Holders, any benefit or
any legal or equitable right, remedy or claim under this Indenture.

                                    ARTICLE 2
                                 THE SECURITIES

         Section 2.01.  Form and Dating. The Securities and the Trustee's
certificate of authentication thereof shall be substantially in the form of
Exhibit A hereto, which is hereby incorporated in and expressly made a part of
this Indenture. The Securities may have notations, legends or endorsements
(including the Affiliate Guarantee) required by law, stock exchange rule or
usage. The Issuer and the Trustee shall approve the form of the Securities and
any notation, legend or endorsement (including the Affiliate Guarantee) on them.
Each Security shall be dated the date of its issuance and shall show the date of
its authentication.

         All of the Securities are initially being offered and sold to qualified
institutional buyers as defined in Rule 144A (collectively, "QIBS" or
individually a "QIB") in reliance on Rule 144A under the Securities Act and
shall be issued initially in the form of one or more restricted Global
Securities, which shall be deposited on behalf of the purchasers of the
Securities represented thereby with the Trustee, or any Depositary Custodian, as
custodian for the Depositary, and registered in the name of its nominee, Cede &
Co., duly executed by the Issuer and authenticated by the Trustee as hereinafter
provided.

         Each Global Security shall represent such of the outstanding Securities
as shall be specified therein and each shall provide that it shall represent the
aggregate Principal Amount of outstanding Securities from time to time endorsed
thereon and that the aggregate Principal Amount of outstanding

                                       18

<PAGE>

Securities represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges, redemptions, purchases or conversions of such
Securities. Any endorsement of a Global Security to reflect the amount of any
increase or decrease in the Principal Amount of outstanding Securities
represented thereby shall be made by the Trustee or Depositary Custodian in
accordance with the standing instructions and procedures existing between the
Depositary and the Trustee or Depositary Custodian.

         Certificated Securities shall be issued only under the limited
circumstances provided in Section 2.12(b) hereof.

         Section 2.02.  Execution and Authentication. (a) One or more Officers
shall sign (each of whom shall, in each case, have been duly authorized by all
requisite corporate actions) the Securities for the Company by manual or
facsimile signature.

         (b)      If an Officer whose signature is on a Security or an Affiliate
Guarantee, as the case may be, was an Officer at the time of such execution but
no longer holds that office at the time the Trustee authenticates the Security
or Affiliate Guarantee, as the case may be, the Security or Affiliate Guarantee,
as the case may be, shall be valid nevertheless.

         (c)      A Security shall not be valid until an authorized signatory of
the Trustee manually signs the certificate of authentication on the Security.
The signature shall be conclusive evidence that the Security has been
authenticated under this Indenture.

         (d)      The Trustee shall authenticate Securities for original issue
in an aggregate Principal Amount not to exceed such written order as shall
specify the amount of Securities to be authenticated and the date on which the
Securities are to be authenticated and specifying such other information as the
Trustee may reasonably request. The aggregate Principal Amount of Securities
outstanding at any time may not exceed $100,000,000 ($125,000,000 if the Initial
Purchasers exercise the option granted to them pursuant to Section 2(b) of
Purchase Agreement in full).

         (e)      Notwithstanding the foregoing, all Securities issued under
this Indenture shall vote and consent together on all matters (as to which any
of such Securities may vote or consent) as one class and no series of Securities
will have the right to vote or consent as a separate class on any matter.

         (f)      The Trustee may appoint an authenticating agent reasonably
acceptable to the Issuer to authenticate Securities. Unless otherwise provided
in the appointment, an authenticating agent may authenticate Securities whenever
the Trustee may do so. Each reference in this Indenture to authentication by the

                                       19

<PAGE>

Trustee includes authentication by such agent. An authenticating agent shall
have the same rights as an Agent to deal with the Issuer and Affiliates of the
Issuer.

         (g)      The Securities shall be issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.

         Section 2.03.  Registrar, Paying Agent, Exchange Agent. (a) The Issuer
shall maintain an office or agency, which may be in the Borough of Manhattan,
The City of New York, where (i) Securities may be presented or surrendered for
registration of transfer or for exchange (the "REGISTRAR"), (ii) Securities may
be presented or surrendered for payment (the "PAYING AGENT"), (iii) Securities
may be presented for exchange (the "EXCHANGE AGENT") and (iv) notices and
demands in respect of the Securities and this Indenture may be served. The
Registrar shall keep a register of the Securities and of their transfer and
exchange. The Issuer, upon notice to the Trustee, may appoint one or more
co-Registrars and one or more additional Paying Agents. The term "PAYING AGENT"
includes any additional Paying Agent. Except as provided herein, the Issuer may
act as Paying Agent, Registrar or co-Registrar.

         (b)      The Issuer shall enter into an appropriate agency agreement
with any Agent not a party to this Indenture, which shall incorporate the
provisions of the TIA. The agreement shall implement the provisions of this
Indenture that relate to such Agent. The Issuer shall notify the Trustee of the
name and address of any such Agent. If the Issuer fails to maintain a Registrar
or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as
such and shall be entitled to appropriate compensation in accordance with
Section 8.07.

         (c)      The Issuer initially appoints the Trustee as Registrar and
Paying Agent until such time as the Trustee has resigned or a successor has been
appointed.

         Section 2.04.  Paying Agent to Hold Assets in Trust. (a) The Issuer
shall require each Paying Agent other than the Trustee to agree in writing that
each Paying Agent shall hold in trust for the benefit of Holders or the Trustee
all assets held by the Paying Agent for the payment of principal of, or
interest on, the Securities, and shall notify the Trustee of any Default by the
Issuer in making any such payment. The Issuer at any time may require a Paying
Agent to distribute all assets held by it to the Trustee and account for any
assets disbursed and the Trustee may at any time during the continuance of any
payment Default, upon written request to a Paying Agent, require such Paying
Agent to distribute all assets held by it to the Trustee and to account for any
assets distributed. Upon distribution to the Trustee of all assets that shall
have been delivered by the Issuer to the Paying Agent (if other than the
Issuer), the Paying Agent shall

                                       20

<PAGE>

have no further liability for such assets. If the Issuer or any of their
Affiliates acts as Paying Agent, it shall, on or before each due date of the
principal of or interest on the Securities, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum sufficient to pay the principal or
interest so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided and will promptly notify the Trustee of
its action or failure so to act.

         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 Holders. If the Trustee is not the Registrar, the
Issuer shall furnish to the Trustee before each Interest Record Date and at such
other times as the Trustee may request in writing a list as of such date and in
such form as the Trustee may reasonably require of the names and addresses of
Holders, which list may be conclusively relied upon by the Trustee.

         Section 2.06.  Transfer and Exchange. (a) Subject to Section 2.12
hereof, upon surrender for registration of transfer of any Security, together
with a written instrument of transfer satisfactory to the Registrar duly
executed by the Holder or such Holder's attorney duly authorized in writing, at
the office or agency of the Issuer designated as Registrar or co-registrar
pursuant to Section 2.03, the Issuer shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of any authorized denomination or
denominations, of a like aggregate Principal Amount. The Issuer shall not
charge a service charge for any registration of transfer or exchange, but the
Issuer may require payment of a sum sufficient to pay all taxes, assessments or
other governmental charges that may be imposed in connection with the transfer
or exchange of the Securities from the Holder requesting such transfer or
exchange.

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

         (b)      Notwithstanding any provision to the contrary herein, so long
as a Global Security remains outstanding and is held by or on behalf of the
Depositary, transfers of a Global Security, in whole or in part, shall be made
only in accordance with Section 2.12 and this Section 2.06(b). Transfers of a

                                       21

<PAGE>

Global Security shall be limited to transfers of such Global Security in whole,
or in part, to nominees of the Depositary or to a successor of the Depositary or
such successor's nominee.

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

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

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

         (f)      If Securities are issued upon the transfer, exchange or
replacement of Securities subject to restrictions on transfer and bearing the
legends on the form of Security attached hereto as Exhibit A setting forth such
restrictions (collectively, the "LEGEND"), or if a request is made to remove the
Legend on a Security, the Securities so issued shall bear the Legend, or the
Legend shall not be removed, as the case may be, unless there is delivered to
the Issuer and the Registrar such satisfactory evidence, which shall include an
Opinion of Counsel, as may be reasonably required by the Issuer and the
Registrar, that neither the Legend nor the restrictions on transfer set forth
therein are required to ensure that transfers thereof comply with the provisions
of Rule 144A or Rule 144 under the Securities Act or that such Securities are
not "restricted" within the meaning of Rule 144 under the Securities Act. Upon
(i) provision of such satisfactory evidence, or (ii) notification by the Issuer
to the Trustee and Registrar of the sale of such Security pursuant to a
registration statement that is effective at the time of such sale, the Trustee,
at the written direction of the Issuer, shall authenticate and deliver a
Security that does not bear the Legend. If the Legend is removed from the face
of a Security and the Security is subsequently held by an Affiliate of the
Issuer, the Legend shall be reinstated. Any shares of Common Stock issued upon
exchange of Securities that bear the Legend shall bear a restricted legend
substantially identical to the Legend (except that such Legend shall not refer
to any shares of Common Stock issuable upon exchange of Securities).

         (g)      Nothing in this Indenture or in the Securities shall prohibit
the sale or other transfer of any Securities (including beneficial interests in
Global

                                       22

<PAGE>

Securities) to the Issuer or any of its Subsidiaries, which Securities shall
thereupon be canceled in accordance with Section 2.10 of this Indenture.

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

         In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, or is about to be purchased by the
Issuer pursuant to Articles 15 or 16 hereof, the Issuer in its discretion may,
instead of issuing a new Security, pay or purchase such Security, as the case
may be.

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

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

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

         Section 2.08.  Outstanding Securities; Determinations of Holders'
Actions. Securities outstanding at any time are all the Securities authenticated
by the Trustee except for those canceled by it, those delivered to it for
cancellation, those delivered to it pursuant to Section 2.07 and those described
in this Section 2.08 as not outstanding. A Security does not cease to be
outstanding because the Issuer or an Affiliate thereof holds the Security;
provided, however, that in determining whether the Holders of the requisite
Principal Amount of Securities have given or concurred in any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Issuer or any other obligor upon the Securities or any Affiliate of the
Issuer or such other obligor shall be

                                       23

<PAGE>

disregarded and deemed not to be outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which a
Responsible Officer of the Trustee actually knows to be so owned shall be so
disregarded. Subject to the foregoing, only Securities outstanding at the time
of such determination shall be considered in any such determination (including,
without limitation, determinations pursuant to Articles 4 and 8).

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

         If the Paying Agent holds, in accordance with this Indenture, on a
Redemption Date, or on the Business Day following a Purchase Date or a
Fundamental Change Purchase Date, or on the Stated Maturity Date, money or
securities, if permitted hereunder, sufficient to pay Securities payable on that
date, then immediately after such Redemption Date, Purchase Date, Fundamental
Change Purchase Date or Stated Maturity Date, as the case may be, such
Securities shall cease to be outstanding and interest (including Contingent
Interest and Liquidated Damages, if any) on such Securities shall cease to
accrue; provided, that if such Securities are to be redeemed, notice of such
redemption has been duly given pursuant to this Indenture or provision therefor
satisfactory to the Trustee has been made.

         If a Security is exchanged in accordance with Article 14, then from and
after the time of exchange on the Exchange Date, such Security shall cease to be
outstanding and interest (including Contingent Interest, if any) shall cease to
accrue on such Security.

         Section 2.09.  Temporary Securities. Pending the preparation of
definitive Securities, the Issuer may execute, and upon Issuer Order the Trustee
shall authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of
which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities may
determine, as conclusively evidenced by their execution of such Securities.

         If temporary Securities are issued, the Issuer will cause definitive
Securities to be prepared without unreasonable delay. After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities at the office
or agency of the Issuer designated for such purpose pursuant to Section 2.03,
without charge to the Holder. Upon surrender for cancellation of any one or

                                       24

<PAGE>

more temporary Securities the Issuer shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like Principal Amount of
definitive Securities of authorized denominations. Until so exchanged the
temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities.

         Section 2.10.  Cancellation. All Securities surrendered for
payment, purchase by the Issuer pursuant to Article 15, Article 16 and Section
14.04, exchange, redemption or registration of transfer or exchange shall, if
surrendered to any person other than the Trustee, be delivered to the Trustee
and shall be promptly canceled by it. The Issuer may at any time deliver to the
Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Issuer may have acquired in any manner whatsoever, and all
Securities so delivered shall be promptly canceled by the Trustee. The Issuer
may not issue new Securities to replace Securities it has paid or delivered to
the Trustee for cancellation or that any Holder has exchanged pursuant to
Article 14. No Securities shall be authenticated in lieu of or in exchange for
any Securities canceled as provided in this Section, except as expressly
permitted by this Indenture. All canceled Securities held by the Trustee shall
be disposed of by the Trustee in accordance with its customary practice.

         Section 2.11.  Persons Deemed Owners. Prior to due presentment of
a Security for registration of transfer, the Issuer, the Trustee and any agent
of the Issuer or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of the Security or the payment of any Redemption Price, Purchase Price
or Fundamental Change Purchase Price in respect thereof, and interest thereon,
for the purpose of exchange and for all other purposes whatsoever, whether or
not such Security be overdue, and neither the Issuer, the Trustee nor any agent
of the Issuer or the Trustee shall be affected by notice to the contrary.

         Section 2.12.  Global Securities.

         (a)      Notwithstanding any other provisions of this Indenture or the
Securities, transfers of a Global Security, in whole or in part, shall be made
only in accordance with Section 2.06 and this Section 2.12. A Global Security
may not be transferred, in whole or in part, to any Person other than the
Depositary or a nominee or any successor thereof, and no such transfer to any
such other Person may be registered; provided that this clause (a) shall not
prohibit any transfer of a Security that is issued in exchange for a Global
Security but is not itself a Global Security. No transfer of a Security to any
Person shall be effective under this Indenture unless and until such Security
has been registered in the name of such Person.

                                       25

<PAGE>

         (b)      Notwithstanding any other provisions of this Indenture or the
Securities, a Global Security shall not be exchanged in whole or in part for a
Security registered in the name of any Person other than the Depositary or one
or more nominees thereof; provided that a Global Security may be exchanged for
Securities registered in the names of any person designated by the Depositary in
the event that (i) the Depositary has notified the Issuer that it is unwilling
or unable to continue as Depositary for such Global Security and a successor
Depositary is not appointed by the Issuer within 90 days, (ii) the Issuer
decides to discontinue the use of the system of book-entry transfer through the
Depositary (or any successor Depositary) or (iii) an Event of Default has
occurred and is continuing with respect to the Securities. Any Global Security
exchanged pursuant to clause (i) above shall be so exchanged in whole and not in
part, and any Global Security exchanged pursuant to clause (iii) above may be
exchanged in whole or from time to time in part as directed by the Depositary.
Any Security issued in exchange for a Global Security or any portion thereof
shall be a Global Security; provided that any such Security so issued that is
registered in the name of a Person other than the Depositary or a nominee
thereof shall not be a Global Security.

         (c)      Securities issued in exchange for a Global Security or any
portion thereof shall be issued in definitive, fully registered form, without
interest coupons, shall have an aggregate Principal Amount equal to that of such
Global Security or portion thereof to be so exchanged, shall be registered in
such names and be in such authorized denominations as the Depositary shall
designate and shall bear the applicable Legends provided for herein. Any Global
Security to be exchanged in whole shall be surrendered by the Depositary to the
Trustee or the Registrar. With regard to any Global Security to be exchanged in
part, either such Global Security shall be so surrendered for exchange or, if
the Trustee is acting as custodian for the Depositary or its nominee with
respect to such Global Security, the Principal Amount thereof shall be reduced,
by an amount equal to the portion thereof to be so exchanged, by means of an
appropriate adjustment made on the records of the Trustee. Upon any such
surrender or adjustment, the Trustee shall authenticate and deliver the Security
issuable on such exchange to or upon the order of the Depositary or an
authorized representative thereof.

         (d)      Subject to the provisions of Section 2.12(f) below, the
registered Holder may grant proxies and otherwise authorize any Person,
including Agent Members (as defined below) and persons that may hold interests
through Agent Members, to take any action which a Holder is entitled to take
under this Indenture or the Securities.

         (e)      In the event of the occurrence of any of the events specified
in Section 2.12(b) above, the Issuer will promptly make available to the Trustee
a

                                       26

<PAGE>

reasonable supply of certificated Securities in definitive, fully registered
form, without interest coupons.

         (f)      Neither any members of, or participants in, the Depositary
(collectively, the "AGENT MEMBERS") nor any other Persons on whose behalf Agent
Members may act shall have any rights under this Indenture with respect to any
Global Security registered in the name of the Depositary or any nominee thereof,
or under any such Global Security, and the Depositary or such nominee, as the
case may be, may be treated by the Issuer, the Trustee and any agent of the
Issuer or the Trustee as the absolute owner and holder of such Global Security
for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the Issuer or the Trustee or any agent of the Issuer or the Trustee from
giving effect to any written certification, proxy or other authorization
furnished by the Depositary or such nominee, as the case may be, or impair, as
between the Depositary, its Agent Members and any other person on whose behalf
an Agent Member may act, the operation of customary practices of such Persons
governing the exercise of the rights of a holder of any Security.

         Section 2.13.  Legends.

         (a)      Subject to the succeeding paragraph, every Security shall be
subject to the restrictions on transfer provided in the Legend including the
delivery of a certification or an Opinion of Counsel as set forth in the Legend,
if so requested by the Issuer or the Registrar.

         (b)      The restrictions imposed by the Legend upon the
transferability of any Security shall cease and terminate when such Security has
been sold pursuant to an effective registration statement under the Securities
Act or transferred in compliance with Rule 144 under the Securities Act (or any
successor provision thereto) or, if earlier, upon the expiration of the holding
period applicable to sales thereof under Rule 144(k) under the Securities Act
(or any successor provision). Any Security as to which such restrictions on
transfer shall have expired in accordance with their terms or shall have
terminated may, upon a surrender of such Security for exchange to the Registrar
in accordance with the provisions of this Section 2.13 (accompanied, in the
event that such restrictions on transfer have terminated by reason of a transfer
in compliance with Rule 144 or any successor provision, by an opinion of counsel
having substantial experience in practice under the Securities Act and otherwise
reasonably acceptable to the Issuer, addressed to the Issuer and the Registrar
and in form acceptable to the Issuer, to the effect that the transfer of such
Security has been made in compliance with Rule 144 or such successor provision),
be exchanged for a new Security, of like tenor and aggregate Principal Amount,
which shall not bear the restrictive Legend. The Issuer shall inform the Trustee
of the effective date of any registration statement registering the Securities
under

                                       27

<PAGE>

the Securities Act. The Trustee and the Registrar shall not be liable for any
action taken or omitted to be taken by it in good faith in accordance with the
aforementioned opinion of counsel or registration statement.

         (c)      As used in the preceding two paragraphs of this Section 2.13,
the term "transfer" encompasses any sale, pledge, transfer, hypothecation or
other disposition of any Security.

         Section 2.14.  Payment of Interest; Interest Rights Preserved.
Interest, including any Contingent Interest, on any Security that is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest at the office or agency of the Issuer maintained for such
purpose pursuant to Section 12.02. However, the Issuer may make such interest
payments by check payable to or upon the written order of the Person entitled
thereto pursuant to Section 19.03, to the address of such Person as it appears
on the Security Register; provided that payment by wire transfer of immediately
available funds will be required with respect to principal of and interest
(including Contingent Interest, if any) on all Global Securities and all
Securities of Holders of more than $25,000,000 aggregate Principal Amount of
Securities that have requested such method of payment and provided wire transfer
instructions to the Issuer or the Paying Agent.

         Any interest or Contingent Interest on any Security of which is payable
but is not punctually paid or duly provided for on any Interest Payment Date
(herein called "DEFAULTED INTEREST") shall forthwith cease to be payable to the
Holder on the relevant Regular Record Date by virtue of having been such Holder,
and such Defaulted Interest may be paid by the Issuer, at its election in each
case, as provided in clause (a) or (b) below:

         (a)      The Issuer may elect to make payment of any Defaulted Interest
to the Persons in whose names the Securities (or Predecessor Securities) are
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest, which shall be fixed in the following manner. The
Issuer shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each Security and the date of the proposed payment, and
at the same time the Issuer shall deposit with the Trustee an amount of money
equal to the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such deposit
on or prior to the date of the proposed payment, such money when deposited to be
held in trust for the benefit of the Persons entitled to such Defaulted Interest
as in this clause provided. Thereupon the Trustee shall fix a Special Record
Date for the payment of such Defaulted Interest which shall be not more than 15
days and not

                                       28

<PAGE>

less than 10 days prior to the date of the proposed payment and not less than 10
days after the receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Issuer of such Special Record Date and, in the
name and at the expense of the Issuer, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be
mailed, first-class postage prepaid, to each Holder of Securities at his address
as it appears in the Security Register, not less than 10 days prior to such
Special Record Date. Notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor having been so mailed, such Defaulted
Interest shall be paid to the Persons in whose names the Securities (or
Predecessor Securities) are registered at the close of business on such Special
Record Date and shall no longer be payable pursuant to the following clause (b).

         (b)      The Issuer may make payment of any Defaulted Interest on the
Securities in any other lawful manner not inconsistent with the requirements of
any securities exchange on which such Securities may be listed, and upon such
notice as may be required by such exchange, if, after notice given by the Issuer
to the Trustee of the proposed payment pursuant to this clause, such manner of
payment shall be deemed practicable by the Trustee.

         On exchange of a Holder's Securities, such Holder shall not receive any
cash payment of interest. Except as set forth in the next succeeding paragraph,
the Issuer's delivery to a Holder of the full number of shares of Common Stock
into which a Security is exchangeable, together with any cash payment for such
Holder's fractional shares, or cash or a combination of cash and Common Stock in
lieu thereof, shall be deemed to satisfy the Issuer's obligation to pay the
Principal Amount of the Security and to satisfy the Issuer's obligation to pay
accrued but unpaid interest (including Contingent Interest, if any) attributable
to the period from the most recent Interest Payment Date through the Exchange
Date.

         Notwithstanding the above, if any Securities are exchanged during the
period from the close of business on any Regular Record Date immediately
preceding any Interest Payment Date to the close of business on the Business Day
immediately preceding such Interest Payment Date, such Securities shall be
accompanied by payment to the Issuer or its order, in New York Clearing House
funds or other funds acceptable to the Issuer, of an amount equal to the
interest payable on such Interest Payment Date with respect to the Principal
Amount of Securities or portions thereof being surrendered for exchange;
provided that no such payment need be made (1) if the Issuer has specified a
Redemption Date under Article 13 that occurs during the period from the close of
business on a Regular Record Date to the close of business on the Business Day
immediately preceding the Interest Payment Date to which such Regular Record
Date relates, (2) if the Issuer has specified a Fundamental Change Purchase Date
during such

                                       29

<PAGE>

period or (3) to the extent of overdue interest or overdue Contingent Interest,
any overdue interest or overdue Contingent Interest exists on the Exchange Date
with respect to the Securities exchanged.

         Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, that were carried by such other Security.

         Section 2.15.  CUSIP Numbers. The Issuer in issuing the Securities
may use "CUSIP" numbers (if then generally in use), and, if so, the Trustee
shall use "CUSIP" numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Issuer will
promptly notify the Trustee of any change in the CUSIP numbers.

         Section 2.16.  Calculation of Tax Original Issue Discount. The
Issuer agrees, and by acceptance of a beneficial interest in a Security each
Holder and any beneficial owner of a Security shall be deemed to agree, to
treat, for United States federal income tax purposes, the Securities as debt
instruments that are subject to Treasury Regulation Section 1.1275-4(b). For
United States federal income tax purposes, the Issuer agrees, and by acceptance
of a beneficial interest in a Security each Holder and any beneficial owner of a
Security shall be deemed to agree, to treat the fair market value of the Common
Stock received upon the exchange of a Security as a contingent payment for
purposes of Treasury Regulation Section 1.1275-4(b) and to accrue interest with
respect to outstanding Securities as original issue discount for United States
federal income tax purposes (i.e., Tax Original Issue Discount) according to the
"noncontingent bond method," set forth in Section 1.1275-4(b) of the Treasury
Regulations, using the comparable yield of 8.25% compounded semi-annually and
using the projected payment schedule determined by the Issuer. Holders or
beneficial owners may obtain a copy of the projected payment schedule by
contacting the Issuer: LIN Television Corporation, Four Richmond Square, Suite
200, Providence, RI 02906, Attention: Treasurer.

         The Issuer acknowledges and agrees, and by acceptance of a beneficial
interest in a Security each Holder and any beneficial owner of a Security shall
be deemed to acknowledge and agree, that (i) the comparable yield means the
annual yield the Issuer would pay, as of the Issue Date, on a noncontingent,
non-exchangeable, fixed-rate debt instrument with terms and conditions otherwise
similar to those of the Securities and (ii) the comparable yield and the
schedule

                                       30

<PAGE>

of projected payments that a Holder or beneficial owner may obtain as described
above do not constitute a representation by the Issuer regarding the actual
amounts that will be paid on the Securities or the value of the Common Stock
into which the Securities may be exchanged.

                                    ARTICLE 3
                           SATISFACTION AND DISCHARGE

         Section 3.01.  Discharge of Liability on Securities. When (i) the
Issuer delivers to the Trustee or any Paying Agent all outstanding Securities
(other than Securities replaced pursuant to Section 2.07 of the Indenture) for
cancellation or (ii) all outstanding Securities have become due and payable,
whether on the Stated Maturity Date, any Redemption Date, any Purchase Date, any
Fundamental Change Purchase Date, or upon exchange or otherwise, and the Issuer
deposits with the Trustee, any Paying Agent or the Exchange Agent, if
applicable, cash or, if expressly permitted by the terms of the Securities,
Common Stock sufficient to pay all amounts due and owing on all outstanding
Securities (other than Securities replaced pursuant to Section 2.07), and if in
either case the Issuer pays all other sums payable hereunder by the Issuer, then
this Indenture shall, subject to Section 8.07, cease to be of further effect,
except for the indemnification of the Trustee, which shall survive such
satisfaction and discharge. The Trustee shall join in the execution of a
document prepared by the Issuer acknowledging satisfaction and discharge of this
Indenture on demand of the Issuer accompanied by an Officers' Certificate and
Opinion of Counsel and at the reasonable cost and expense of the Issuer.

         Section 3.02.  Repayment of Moneys Held by Trustee. The Trustee
and the Paying Agent shall return to the Issuer any cash that remains unclaimed
for two years after the date upon which the principal of or interest on such
Security shall have become due and payable, subject to applicable unclaimed
property law, together with interest, if any, thereon held by them for the
payment of the principal of or interest on such Security, provided, however,
that to the extent that the aggregate amount of cash or Common Stock deposited
by the Issuer exceeds the aggregate principal and interest due on the Securities
or portions thereof which the Issuer is obligated to purchase as of the relevant
date, then promptly after the Business Day following such date, the Trustee or
the Paying Agent, as applicable, shall return any such excess to the Issuer.
Thereafter, any Holder entitled to payment must look to the Issuer for payment
as general creditors, unless an applicable abandoned property law designates
another Person.

                                       31

<PAGE>

                                    ARTICLE 4
                              DEFAULT AND REMEDIES

         Section 4.01.  Events of Default. Each of the following shall be
an "EVENT OF DEFAULT" for purposes of this Indenture:

         (a)      the failure to pay interest on any Security when the same
becomes due and payable and the Default continues for a period of 30 days
(whether or not such payment is prohibited by Article 5);

         (b)      the failure to pay principal of any Security when such
principal becomes due and payable, at maturity, upon redemption, repurchase, a
Fundamental Change or otherwise (whether or not such payment is prohibited by
Article 5);

         (c)      a default in the observance or performance of any other
covenant or agreement contained in the Securities or this Indenture, which
default continues for a period of 30 days after the Issuer receives written
notice thereof specifying the default from the Trustee or Holders of at least
25% in aggregate Principal Amount of outstanding Securities;

         (d)      the failure to pay at the final stated maturity (giving effect
to any extensions thereof) the principal amount of any Indebtedness of the
Issuer or any Restricted Subsidiary of the Issuer, or the acceleration of the
final stated maturity of any such Indebtedness, if the aggregate principal
amount of such Indebtedness, together with the aggregate principal amount of any
other such Indebtedness in default for failure to pay principal at the final
stated maturity (giving effect to any extensions thereof) or which has been
accelerated, aggregates $10,000,000 or more at any time in each case after a
10-day period during which such default shall not have been cured or such
acceleration rescinded;

         (e)      one or more judgments in an aggregate amount in excess of
$15,000,000 (which are not covered by insurance as to which the insurer has not
disclaimed coverage) being rendered against the Issuer or any of its Significant
Restricted Subsidiaries and such judgment or judgments remain undischarged or
unstayed for a period of 60 days after such judgment or judgments become final
and nonappealable;

         (f)      the Issuer, LIN TV or any Significant Restricted Subsidiaries
(or one or more Restricted Subsidiaries that, taken together would constitute a
Significant Restricted Subsidiary) of the Issuer pursuant to or within the
meaning of any Bankruptcy Law: (i) admits in writing its inability to pay its
debts generally as they become due; (ii) commences a voluntary case or
proceeding; (iii) consents to the entry of an order for relief against it in an

                                       32

<PAGE>

involuntary case or proceeding; (iv) consents or acquiesces in the institution
of a bankruptcy or insolvency proceeding against it; (v) consents to the
appointment of a Custodian of it or for all or substantially all of its
property; or (vi) makes a general assignment for the benefit of its creditors,
or any of them takes any action to authorize or effect any of the foregoing;

         (g)      a court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that: (i) is for relief against the Issuer or LIN TV or
any Significant Restricted Subsidiary (or one or more Restricted Subsidiaries
that, taken together would constitute a Significant Restricted Subsidiary) of
the Issuer in an involuntary case or proceeding; (ii) appoints a Custodian of
the Issuer or LIN TV or any Significant Restricted Subsidiary (or one or more
Restricted Subsidiaries that, taken together would constitute a Significant
Restricted Subsidiary) of the Issuer for all or substantially all of its
property; or (iii) orders the liquidation of the Issuer or LIN TV or any
Significant Restricted Subsidiary (or one or more Restricted Subsidiaries that,
taken together would constitute a Significant Restricted Subsidiary) of the
Issuer; and in each case the order or decree remains unstayed and in effect for
60 days; provided, however, that if the entry of such order or decree is
appealed and dismissed on appeal, then the Event of Default hereunder by reason
of the entry of such order or decree shall be deemed to have been cured; or

         (h)      except as permitted by this Indenture, any Affiliate Guarantee
shall be held in a 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 its Affiliate Guarantee.

         Section 4.02.  Acceleration. If an Event of Default with respect
to the Securities (other than an Event of Default specified in Section 4.01(f)
or 4.01(g)) occurs and is continuing, the Trustee may, or the Trustee upon the
request of Holders of 25% in Principal Amount of the outstanding Securities
shall, or the Holders of at least 25% in aggregate Principal Amount of the
outstanding Securities may declare the principal of all the Securities, together
with all accrued and unpaid interest and premium, if any, to be due and payable
by notice in writing to the Issuer and the Trustee specifying the respective
Event of Default and that it is a "notice of acceleration" (the "ACCELERATION
NOTICE"), and the same (i) shall become immediately due and payable or (ii) if
there are any amounts outstanding under the Senior Credit Facilities, will
become due and payable upon the first to occur of an acceleration under the
Senior Credit Facilities or five Business Days after receipt by the Issuer and
the agent under the Senior Credit Facilities of such Acceleration Notice (unless
all Events of Default specified in such Acceleration Notice have been cured or
waived).

                                       33

<PAGE>

         If an Event of Default specified in Section 4.01(f) or 4.01(g) occurs,
all unpaid principal of and accrued interest on all outstanding Securities shall
ipso facto become immediately due and payable without any declaration or other
act on the part of the Trustee or any Holder.

         At any time after such declaration with respect to the Securities, the
Holders of a majority in Principal Amount of Securities then outstanding (by
notice to the Trustee) may rescind and cancel such declaration and its
consequences if (i) the rescission would not conflict with any judgment or
decree of a court of competent jurisdiction, (ii) all existing Defaults and
Events of Default have been cured or waived except nonpayment of principal of or
interest on the Securities that has become due solely by such declaration of
acceleration, (iii) to the extent the payment of such interest is lawful,
interest (at the same rate specified in the Securities) on overdue installments
of interest and overdue payments of principal, which has become due otherwise
than by such declaration of acceleration has been paid, (iv) the Issuer has paid
the Trustee its reasonable compensation and reimbursed the Trustee for its
reasonable expenses, disbursements and advances and (v) in the event of the cure
or waiver of a Default or Event of Default of the type described in Section
4.01(f) or 4.01(g), the Trustee has received an Officers' Certificate and
Opinion of Counsel that such Default or Event of Default has been cured or
waived. The Holders of a majority in Principal Amount of the Securities may
waive any existing Default or Event of Default under this Indenture, and its
consequences, except a default in the payment of the principal of or interest on
any Securities. No such rescission shall affect any subsequent Default or impair
any right consequent thereto.

         Section 4.03.  Other Remedies. If an Event of Default occurs and
is continuing, the Trustee may pursue any available remedy by proceeding at law
or in equity to collect the payment of principal of or interest on the
Securities or to enforce the performance of any provision of the Securities or
this Indenture.

         The Trustee may maintain a proceeding even if it does not possess any
of the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder in exercising any right or remedy maturing
upon an Event of Default shall not impair the right or remedy or constitute a
waiver of or acquiescence in the Event of Default. No remedy is exclusive of any
other remedy. All available remedies are cumulative to the extent permitted by
law.

         Section 4.04.  Waiver of Past Default. Subject to Sections 4.07
and 11.02, prior to the declaration of acceleration of the Securities, the
Holders of not less than a majority in aggregate Principal Amount of the
outstanding Securities by written notice to the Trustee may waive an existing
Default or

                                       34

<PAGE>

Event of Default and its consequences, except a Default in the payment of
principal of or interest on any Security as specified in Section 4.01(a) and (b)
or a Default in respect of any term or provision of this Indenture that may not
be amended or modified without the consent of each Holder affected as provided
in Section 11.02. The Issuer shall deliver to the Trustee an Officers'
Certificate stating that the requisite percentage of Holders have consented to
such waiver and attaching copies of such consents. In case of any such waiver,
the Issuer, the Trustee and the Holders shall be restored to their former
positions and rights hereunder and under the Securities, respectively. This
paragraph of this Section 4.04 shall be in lieu of Section 316(a)(1)(B) of the
TIA and such Section 316(a)(1)(B) of the TIA is hereby expressly excluded from
this Indenture and the Securities, as permitted by the TIA.

         Upon any such waiver, such Default shall cease to exist and be deemed
to have been cured and not to have occurred, and any Event of Default arising
therefrom shall be deemed to have been cured and not to have occurred for every
purpose of this Indenture and the Securities, but no such waiver shall extend to
any subsequent or other Default or Event of Default or impair any right
consequent thereon.

         Section 4.05. Control by Majority. Subject to Section 2.08, the Holders
of a majority in Principal Amount of the outstanding Securities may direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or exercising any trust or power conferred on 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
another Holder, it being understood that the Trustee shall have no duty (subject
to Section 8.01) to ascertain whether or not such actions or forebearances are
unduly prejudicial to such Holders, or that may involve the Trustee in personal
liability; provided, however, that the Trustee may take any other action deemed
proper by the Trustee which is not inconsistent with such direction. In the
event the Trustee takes any action or follows any direction pursuant to this
Indenture, the Trustee shall be entitled to indemnification satisfactory to it
in its sole discretion against any loss or expense caused by taking such action
or following such direction. This Section 4.05 shall be in lieu of Section
316(a)(1)(A) of the TIA, and such Section 316(a)(1)(A) of the TIA is hereby
expressly excluded from this Indenture and the Securities, as permitted by the
TIA.

         Section 4.06.  Limitation on Suits. A Holder may not pursue any
remedy with respect to this Indenture or the Securities unless:

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

                                       35

<PAGE>

         (b)      the Holders of at least 25% in aggregate Principal Amount of
the outstanding Securities make a written request to the Trustee to pursue a
remedy;

         (c)      such Holder or Holders 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 outstanding Securities do not give the Trustee a
direction which, in the opinion of the Trustee, is inconsistent with the
request.

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

         Section 4.07. Rights of Holders to Receive Payment. Notwithstanding any
other provision of this Indenture, the right of any Holder to receive payment of
principal of or interest on a Security, on or after the respective due dates
expressed in the Security, 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 4.08. Collection Suit by Trustee. If an Event of Default in
payment of principal or interest specified in Section 4.01(a) or (b) occurs and
is continuing, the Trustee may recover judgment in its own name and as trustee
of an express trust against the Issuer or any other obligor on the Securities
for the whole amount of principal and accrued interest remaining unpaid,
together with interest overdue on principal and to the extent that payment of
such interest is lawful, interest on overdue installments of interest, in each
case at the rate per annum borne by the Securities 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 4.09. Trustee May File Proofs of Claim. The Trustee may 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 allowed in any judicial
proceedings relative to the Issuer (or any other obligor upon the Securities),
its creditors or its property and shall be entitled and empowered to collect and
receive any monies or other property payable or deliverable on any such claims
and to distribute the

                                       36

<PAGE>

same, and any Custodian in any such judicial proceedings 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 agent and counsel, and
any other amounts due the Trustee under Section 8.07. Nothing herein contained
shall be deemed to authorize the Trustee to authorize or consent to or accept or
adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding; provided, however, that the Trustee may, on
behalf of the Holders, vote for the election of a trustee in bankruptcy or
similar official and may be a member of the creditors' committee.

         Section 4.10. Priorities. If the Trustee collects any money or property
pursuant to this Article 4, it shall pay out the money or property in the
following order:

         First: to the Trustee for amounts due under Section 8.07;

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

         Third: to the Issuer.

The Trustee, upon prior written notice to the Issuer, may fix a record date and
payment date for any payment to the Holders pursuant to this Section 4.10.

         Section 4.11. Undertaking for Costs. In any suit for the enforcement of
any right or remedy under this Indenture or in any suit against the Trustee for
any action taken or omitted by it as Trustee, a court in its discretion may
require the filing by any party litigant in the suit of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys' fees and expenses, against any party
litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section 4.11 shall not apply
to a suit by the Trustee, a suit by a Holder or group of Holders of more than
10% in aggregate Principal Amount of the outstanding Securities, or to any suit
instituted by any Holder for the enforcement or the payment of the principal or
interest on any Securities on or after the respective due dates expressed in the
Security.

                                       37

<PAGE>

                                    ARTICLE 5
                                  SUBORDINATION

         Section 5.01. Agreement to Subordinate. The Issuer agrees, and each
Holder by accepting any Security agrees, that the Indebtedness evidenced by the
Securities is subordinated in right of payment, to the extent and in the manner
provided in this Article 5, to the payment when due of all Senior Indebtedness
of the Issuer and that such subordination is for the benefit of and enforceable
by the holders of Senior Indebtedness. The Securities shall in all respects rank
pari passu with all other Senior Subordinated Indebtedness of the Issuer, and
only Indebtedness of the Issuer which is Senior Indebtedness will rank senior to
the Securities in accordance with the provisions set forth herein. Unsecured
Indebtedness is not deemed to be subordinate or junior to Secured Indebtedness
merely because it is unsecured, nor is any Indebtedness deemed to be subordinate
or junior to other Indebtedness merely because it matures after such other
Indebtedness. Secured Indebtedness is not deemed to be Senior Indebtedness
merely because it is secured.

         Section 5.02. Liquidation, Dissolution, Bankruptcy. Upon any payment or
distribution of the assets of the Issuer upon a total or partial liquidation or
dissolution or reorganization or bankruptcy of or similar proceeding relating to
the Issuer or its property:

         (a)      holders of Senior Indebtedness of the Issuer shall be entitled
to receive payment in full in cash or Cash Equivalents of all Senior
Indebtedness of the Issuer before holders of Securities shall be entitled to
receive any payment of principal of or interest on or other amounts with respect
to the Securities from the Issuer; and

         (b)      until the Senior Indebtedness of the Issuer is paid in full,
in cash or Cash Equivalents, any payment or distribution to which Holders would
be entitled but for the provisions of this Article 5 shall be made to holders of
Senior Indebtedness as their interests may appear.

         Section 5.03. Default on Senior Indebtedness. The Issuer may not pay
the principal of, premium (if any), or interest on, and other obligations with
respect to, the Securities or repurchase, redeem or otherwise retire any
Securities (collectively, "PAY THE SECURITIES") if (i) any Senior Indebtedness
is not paid when due or (ii) any other default on Senior Indebtedness occurs and
the maturity of such Senior Indebtedness is accelerated in accordance with its
terms unless, in either case, (x) the default has been cured or waived or is no
longer continuing and/or any such acceleration has been rescinded or (y) such
Senior Indebtedness has been paid in full; provided, however, that the Issuer
may pay the Securities, subject to the provisions of Section 5.02, without
regard to the

                                       38

<PAGE>

foregoing if the Issuer and the Trustee receive written notice approving such
payment from the Representatives of the Senior Indebtedness with respect to
which either of the events set forth in clause (i) or (ii) of this sentence has
occurred or is continuing. During the continuance of any default (other than a
default described in clause (i) or (ii) of the preceding sentence) with respect
to any Designated Senior Indebtedness pursuant to which the maturity thereof may
be accelerated immediately without further notice (except such notice as may be
required to effect such acceleration) or the expiration of any applicable grace
periods, the Issuer may not pay the Securities (except (i) in Qualified Capital
Stock issued by the Issuer to pay interest on the Securities or issued in
exchange for the Securities, (ii) in securities substantially identical to the
Securities issued by the Issuer in payment of interest accrued thereon or (iii)
in securities issued by the Issuer which are subordinated to the Senior
Indebtedness at least to the same extent as the Securities and having a Weighted
Average Life to Maturity at least equal to the remaining Weighted Average Life
to Maturity of the Securities) for a period (a "PAYMENT BLOCKAGE PERIOD")
commencing upon the receipt by the Trustee (with a copy to the Issuer) of
written notice (a "BLOCKAGE NOTICE") of such default from the Representative of
the holders of such Designated Senior Indebtedness specifying an election to
effect a Payment Blockage Period and ending 179 days thereafter (or earlier if
such Payment Blockage Period is terminated (i) by written notice to the Trustee
and the Issuer from the Person or Persons who gave such Blockage Notice, (ii)
because the default giving rise to such Blockage Notice has been cured, waived
or is no longer continuing or (iii) because such Designated Senior Indebtedness
has been repaid in full). Notwithstanding the provisions of the immediately
preceding sentence, but subject to the provisions of the first sentence of this
Section 5.03 and the provisions of Section 5.02, the Issuer may resume payments
on the Securities after the end of such Payment Blockage Period. Not more than
one Blockage Notice may be given, and not more than one Payment Blockage Period
may occur, in any consecutive 360-day period, irrespective of the number of
defaults with respect to Designated Senior Indebtedness during such period.
However, if any Blockage Notice within such 360-day period is given by or on
behalf of any holders of Designated Senior Indebtedness (other than the agent
under the Senior Credit Facilities), the agent under the Senior Credit
Facilities may give another Blockage Notice within such period. In no event,
however, may the total number of days during which any Payment Blockage Period
or Payment Blockage Periods are in effect exceed 179 days in the aggregate
during any 360 consecutive day period. No nonpayment default that existed or was
continuing on the date of delivery of any Blockage Notice to the Trustee shall
be, or be made, the basis for a subsequent Blockage Notice unless such default
shall have been cured or waived for a period of not less than 90 consecutive
days.

                                       39

<PAGE>

         Section 5.04. Acceleration of Payment of Securities. If payment of the
Securities is accelerated because of an Event of Default, the Issuer or the
Trustee shall promptly notify the holders of the Representative (if any) of any
issue of Designated Senior Indebtedness which is then outstanding; provided,
however, that the Issuer and the Trustee shall be obligated to notify such a
Representative (other than with respect to the Senior Credit Facilities) only if
such Representative has delivered or caused to be delivered an address for the
service of such a notice to the Issuer and the Trustee (and the Issuer and the
Trustee shall be obligated only to deliver the notice to the address so
specified). If a notice is required pursuant to the immediately preceding
sentence, the Issuer may not pay the Securities (except payment (i) in Qualified
Capital Stock issued by the Issuer to pay interest on the Securities or issued
in exchange for the Securities, (ii) in securities substantially identical to
the Securities issued by the Issuer in payment of interest accrued thereon or
(iii) securities issued by the Issuer which are subordinated to the Senior
Indebtedness at least to the same extent as the Securities and have a Weighted
Average Life to Maturity at least equal to the remaining Weighted Average Life
to Maturity of the Securities), until five Business Days after the respective
Representative of the Designated Senior Indebtedness receives notice (at the
address specified in the preceding sentence) of such acceleration and thereafter
may pay the Securities only if the provisions of this Article 5 otherwise permit
payment at that time.

         Section 5.05. When Distribution Must be Paid Over. If a distribution is
made to the Trustee or to Holders that because of this Article 5 should not have
been made to them, the Trustee or the Holders who receive such distribution
shall hold it in trust for holders of Senior Indebtedness and promptly pay it
over to them as their respective interests may appear; provided, however, that
the liabilities of the Trustee under this Section 5.05 are limited by Section
5.14.

         Section 5.06. Subrogation. After all Senior Indebtedness is paid in
full and until the Securities are paid in full, Holders shall be subrogated to
the rights of holders of Senior Indebtedness to receive distributions applicable
to Senior Indebtedness. A distribution made under this Article 5 to holders of
Senior Indebtedness which otherwise would have been made to Holders is not, as
between the Issuer and the Holders, a payment by the Issuer of Senior
Indebtedness.

         Section 5.07. Relative Rights. This Article 5 defines the relative
rights of Holders of the Securities on the one hand and holders of Senior
Indebtedness on the other hand. Nothing in this Indenture shall:

         (a)      impair, as between the Issuer and the Holders, the obligation
of the Issuer, which is absolute and unconditional, to pay principal of and
interest on the Securities in accordance with their terms; or

                                       40

<PAGE>

         (b)      prevent the Trustee or any Holder from exercising its
available remedies upon a Default or Event of Default, subject to the rights of
holders of Senior Indebtedness to receive distributions otherwise payable to
Holders.

         Section 5.08. Subordination May Not be Impaired by Issuer. No right of
any holder of Senior Indebtedness to enforce the subordination of the
Indebtedness evidenced by the Securities shall be impaired by any act or failure
to act by the Issuer or by the failure of the Issuer to comply with this
Indenture.

         Section 5.09. Rights of Trustee and Paying Agent. Notwithstanding
Section 5.03, the Trustee or Paying Agent may continue to make payments on the
Securities and shall not be charged with knowledge of the existence of facts
that would prohibit the making of any such payments unless, not less than two
Business Days prior to the date of such payment, a Trust Officer of the Trustee
receives notice satisfactory to it that payments may not be made under this
Article 5. The Issuer, the Registrar or co-registrar, the Paying Agent, a
Representative or a holder of Senior Indebtedness may give the notice; provided,
however, that if an issue of Senior Indebtedness has a Representative, only the
Representative may give the notice.

         The Trustee in its individual or any other capacity may hold Senior
Indebtedness with the same rights it would have if it were not Trustee. The
Registrar and co-registrar and the Paying Agent may do the same with like
rights. The Trustee shall be entitled to all the rights set forth in this
Article 5 with respect to any Senior Indebtedness which may at any time be held
by it, to the same extent as any other holder of Senior Indebtedness; and
nothing in Article 5 shall deprive the Trustee of any of its rights as such
holder. Nothing in this Article 5 shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 8.07.

         Section 5.10. Distribution or Notice to Representative. Whenever a
distribution is to be made or a notice given to holders of Senior Indebtedness,
the distribution may be made and the notice given to their Representative (if
any).

         Section 5.11. Article Five Not to Prevent Events of Default or Limit
Right to Accelerate. The failure to make a payment in respect of the Securities
by reason of any provision in this Article 5 shall not be construed as
preventing the occurrence of a Default or Event of Default. Nothing in this
Article 5 shall have any effect on the right of the Holders or the Trustee to
accelerate the maturity of the Securities.

         Section 5.12. Trustee Entitled to Rely. Upon any payment or
distribution pursuant to this Article 5, the Trustee and the Holders shall be
entitled to rely (i) upon any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to in Section 5.02
are pending,

                                       41

<PAGE>

(ii) upon a certificate of the liquidating trustee or agent or other Person
making such payment or distribution to the Trustee or to the Holders or (iii)
upon the Representatives for the holders of Senior Indebtedness for the purpose
of ascertaining the Persons entitled to participate in such payment or
distribution, the holders of Senior Indebtedness and other Indebtedness of the
Issuer, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article 5.
In the event that the Trustee determines, in good faith, that evidence is
required with respect to the right of any Person as a holder of Senior
Indebtedness to participate in any payment or distribution pursuant to this
Article 5, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and other facts pertinent to the rights of such
Person under this Article 5, and, if such evidence is not furnished, the Trustee
may defer any payment to such Person pending judicial determination as to the
right of such Person to receive such payment. The Trustee shall have the right
to seek a declaratory judgment as to any right of such Person to receive such
payment. The provisions of Sections 8.01 and 8.02 shall be applicable to all
actions or omissions of actions by the Trustee pursuant to this Article 5.

         Section 5.13. Trustee to Effectuate Subordination. Each Holder by
accepting a Security authorizes and directs the Trustee on his behalf to take
such action as may be necessary or appropriate to acknowledge or effectuate the
subordination between the Holder and the holders of Senior Indebtedness as
provided in this Article 5 and appoints the Trustee as attorney-in-fact for any
and all such purposes.

         Section 5.14. Trustee Not Fiduciary for Holders of Senior Indebtedness.
The Trustee shall not be deemed to owe any fiduciary duty to the holders of
Senior Indebtedness and shall not be liable to any such holders if it shall
mistakenly pay over or distribute to Holders or the Issuer, or any other Person,
money or assets to which any holders of Senior Indebtedness shall be entitled by
virtue of this Article 5 or otherwise.

         Section 5.15. Reliance by Holders of Senior Indebtedness on
Subordination Provisions. Each Holder by accepting a Security acknowledges and
agrees that the foregoing subordination provisions are, and are intended to be,
an inducement and a consideration to each holder of any Senior Indebtedness,
whether such Senior Indebtedness was created or acquired before or after the
issuance of the Securities, to acquire and continue to hold, or to continue to
hold, such Senior Indebtedness and such holder of Senior Indebtedness shall be
deemed conclusively to have relied on such subordination

                                       42

<PAGE>

provisions in acquiring and continuing to hold, or in continuing to hold, such
Senior Indebtedness.

                                    ARTICLE 6
                              AFFILIATE GUARANTEES

         Section 6.01. Unconditional Guarantee. Each Guarantor hereby
unconditionally, jointly and severally, guarantees (each, an "AFFILIATE
GUARANTEE") to each Holder of a Security authenticated by the Trustee and to the
Trustee and its successors and assigns that: the principal of and interest on
the Securities will be promptly paid in full when due, subject to any applicable
grace period, whether at maturity, by acceleration or otherwise, and interest on
the overdue principal and interest on any overdue interest on the Securities and
all other obligations of the Issuer to the Holders or the Trustee hereunder or
under the Securities will be promptly paid in full or performed (including,
without limitation, the Issuer's obligation to deliver Common Stock or shares of
stock, other securities or other property or assets (including cash) upon an
exchange of the Securities pursuant to Article 14), all in accordance with the
terms hereof and thereof; subject, however, to the limitations set forth in
Section 6.04. Each Guarantor hereby agrees that its obligations hereunder shall
be unconditional, irrespective of the validity, regularity or enforceability of
the Securities or this Indenture, the absence of any action to enforce the same,
any waiver or consent by any Holder of the Securities with respect to any
provisions hereof or thereof, the recovery of any judgment against the Issuer,
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 Issuer, any
right to require a proceeding first against the Issuer, protest, notice and all
demands whatsoever and covenants that the Affiliate Guarantee will not be
discharged except by complete performance of the obligations contained in the
Securities, this Indenture and this Affiliate Guarantee. If any Holder or the
Trustee is required by any court or otherwise to return to the Issuer, any
Guarantor, or any custodian, trustee, liquidator or other similar official
acting in relation to the Issuer or any Guarantor, any amount paid by the Issuer
or any Guarantor to the Trustee or such Holder, this Affiliate Guarantee, to the
extent theretofore discharged, shall be reinstated in full force and effect.
Each Guarantor further agrees that, as between each Guarantor, 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 4 for
the purpose of this Affiliate 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 acceleration of such obligations
as provided in Article 4, such

                                       43

<PAGE>

obligations (whether or not due and payable) shall forth become due and payable
by each Guarantor for the purpose of this Affiliate Guarantee.

         Section 6.02. Severability. In case any provision of this Affiliate
Guarantee 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 6.03. Release of a Guarantor. Any Guarantor that is designated
an Unrestricted Subsidiary shall upon such designation be released and
discharged of all obligations under this Article 6 without any further action
required on the part of the Trustee or any Holder.

         (b)      If all outstanding Securities are satisfied and discharged in
accordance with the terms of this Indenture, or if all or substantially all of
the assets of any Subsidiary Guarantor or all of the equity interest in any
Subsidiary Guarantor are sold (including through merger, consolidation, by
issuance or otherwise) then such Subsidiary Guarantor (in the event of a sale or
other disposition of all of the equity interests of such Subsidiary Guarantor)
or the Person acquiring the assets (in the event of a sale or other disposition
of all or substantially all of the assets of such Subsidiary Guarantor) shall be
released and discharged of its Affiliate Guarantee in respect of this Indenture
and the Securities without any further action required on the part of the
Trustee or any Holder. Solely for purposes of this Section 6.03(b), the sale of
assets referred to in the preceding sentence is deemed to include a sale,
conveyance or transfer by the Representative following a foreclosure on such
assets.

         Section 6.04. Limitation of Guarantor's Liability. Each
Subsidiary Guarantor, and by its acceptance hereof each Holder and the Trustee,
hereby confirms that it is the intention of all such parties that the Guarantee
by such Subsidiary Guarantor pursuant to its Affiliate Guarantee not constitute
a fraudulent transfer or conveyance for purposes of Title 11 of the United
States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform
Fraudulent Transfer Act or any similar U.S. Federal or state or other applicable
law. To effectuate the foregoing intention, the Holders and each Subsidiary
Guarantor hereby irrevocably agree that the obligations of each Subsidiary
Guarantor under its Affiliate Guarantee shall be limited to the maximum amount
as will, after giving effect to all other contingent and fixed liabilities of
such Guarantor and after giving effect to any collections from or payments made
by or on behalf of any other Subsidiary Guarantor in respect of the obligations
of such other Subsidiary Guarantor under its Affiliate Guarantee or pursuant to
Section 6.05, result in the obligations of such Guarantor under its Affiliate
Guarantee not constituting such a fraudulent transfer or conveyance.

                                       44

<PAGE>

         Section 6.05. Contribution. In order to provide for just and equitable
contribution among the Guarantors, the Guarantors agree, inter se, that in the
event any payment or distribution is made by any Guarantor (a "FUNDING
GUARANTOR") under the Affiliate Guarantee, such Funding Guarantor shall be
entitled to a contribution from all other Guarantors in a pro rata amount, based
on the net assets of each Guarantor (including the Funding Guarantor),
determined in accordance with GAAP, subject to Section 6.04, for all payments,
damages and expenses incurred by such Funding Guarantor in discharging the
Issuer's obligations with respect to the Securities or any other Guarantor's
obligations with respect to the Affiliate Guarantee.

         Section 6.06. Execution of Affiliate Guarantee. To further evidence
their Guarantee to the Holders, each of the Guarantors hereby agrees to execute
an Affiliate Guarantee to be endorsed on each Security ordered to be
authenticated and delivered by the Trustee. Each Guarantor hereby agrees that
its Affiliate Guarantee set forth in Section 6.01 shall remain in full force and
effect notwithstanding any failure to endorse on each Security an Affiliate
Guarantee. Each such Affiliate Guarantee shall be signed on behalf of each
Guarantor by its Chairman of the Board, its President or one of its Vice
Presidents prior to the authentication of the Security on which it is endorsed,
and the delivery of such Security by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of such Affiliate Guarantee on
behalf of such Guarantor. Such signature upon the Affiliate Guarantee may be
manual or facsimile signature of such officer and may be imprinted or otherwise
reproduced on the Affiliate Guarantee, and in case such officer who shall have
signed the Affiliate Guarantee shall cease to be such officer before the
Security on which such Affiliate Guarantee is endorsed shall have been
authenticated and delivered by the Trustee or disposed of by the Issuer, such
Security nevertheless may be authenticated and delivered or disposed of as
though the Person who signed the Affiliate Guarantee had not ceased to be such
officer of such Guarantor.

         Section 6.07. Subordination of Subrogation and Other Rights. Each
Guarantor hereby agrees that any claim against the Issuer that arises from the
payment, performance or enforcement of such Guarantor's obligations under its
Affiliate Guarantee or this Indenture, including, without limitation, any right
of subrogation, shall be subject and subordinate to, and no payment with respect
to any such claim of such Guarantor shall be made before, the payment in full in
cash of all outstanding Securities in accordance with the provisions provided
therefor in this Indenture.

                                       45

<PAGE>

                                    ARTICLE 7
                      SUBORDINATION OF AFFILIATE GUARANTEES

         Section 7.01. Agreement to Subordinate. Each Guarantor agrees, and each
Holder by accepting an Affiliate Guarantee agrees, that the Indebtedness of such
Guarantor evidenced by the Affiliate Guarantee is subordinated in right of
payment, to the extent and in the manner provided in this Article 7, to the
payment when due of all Guarantor Senior Indebtedness of such Guarantor and that
such subordination is for the benefit of and enforceable by the holders of
Guarantor Senior Indebtedness. The Affiliate Guarantee shall in all respects
rank pari passu with all other Guarantor Senior Subordinated Indebtedness of a
Guarantor, and only Indebtedness of a Guarantor which is Guarantor Senior
Indebtedness will rank senior to the Affiliate Guarantee in accordance with the
provisions set forth herein. Unsecured Indebtedness is not deemed to be
subordinate or junior to Secured Indebtedness merely because it is unsecured,
nor is any Indebtedness deemed to be subordinate or junior to other Indebtedness
merely because it matures after such other Indebtedness. Secured Indebtedness is
not deemed to be Senior Indebtedness merely because it is secured.

         Section 7.02. Liquidation, Dissolution, Bankruptcy. Upon any payment or
distribution of the assets of a Guarantor upon a total or partial liquidation or
dissolution or reorganization or bankruptcy of or similar proceeding relating to
a Guarantor or its property:

         (a)      holders of Guarantor Senior Indebtedness of such Guarantor
shall be entitled to receive payment in full in cash or Cash Equivalents of all
Guarantor Senior Indebtedness of such Guarantor before Holders shall be entitled
to receive any payment of principal of or interest on or other amounts with
respect to the Securities from such Guarantor; and

         (b)      until the Guarantor Senior Indebtedness of such Guarantor is
paid in full, any payment or distribution to which Holders would be entitled but
for the provisions of this Article 7 shall be made to holders of Guarantor
Senior Indebtedness as their interests may appear.

         Section 7.03. Default on Guarantor Senior Indebtedness. No Guarantor
may pay the Securities if (i) any Guarantor Senior Indebtedness is not paid in
cash or Cash Equivalents when due or (ii) any other default on Guarantor Senior
Indebtedness occurs and the maturity of such Guarantor Senior Indebtedness is
accelerated in accordance with its terms unless, in either case, (x) the default
has been cured or waived or is no longer continuing and/or any such acceleration
has been rescinded or (y) such Guarantor Senior Indebtedness has been paid in
full; provided, however, that the Guarantor may pay the Securities subject to
the provisions of Section 7.02, without regard to the foregoing if the Guarantor
and

                                       46

<PAGE>

the Trustee receive written notice approving such payment from the
Representatives of the Senior Indebtedness with respect to which either of the
events set forth in clause (i) or (ii) of this sentence has occurred or is
continuing. During the continuance of any default (other than a default
described in clause (i) or (ii) of the preceding sentence) with respect to any
Designated Senior Indebtedness pursuant to which the maturity thereof may be
accelerated immediately without further notice (except such notice as may be
required to effect such acceleration) or the expiration of any applicable grace
periods, a Guarantor may not pay the Securities (except (i) in Qualified Capital
Stock issued by such Guarantor to pay interest on the Securities or issued in
exchange for the Securities, (ii) in securities substantially identical to the
Securities issued by such Guarantor in payment of interest accrued thereon or
(iii) in securities issued by such Guarantor which are subordinated to the
Guarantor Senior Indebtedness at least to the same extent as the Securities and
having a Weighted Average Life to Maturity at least equal to the remaining
Weighted Average Life to Maturity of the Securities) for a period (a "GUARANTOR
PAYMENT BLOCKAGE PERIOD") commencing upon the receipt by the Trustee (with a
copy to the Guarantor) of written notice (a "GUARANTOR BLOCKAGE NOTICE") of such
default from the Representative of the holders of such Designated Senior
Indebtedness specifying an election to effect a Guarantor Payment Blockage
Period and ending 179 days thereafter (or earlier if such Guarantor Payment
Blockage Period is terminated (i) by written notice to the Trustee and the
Guarantor from the Person or Persons who gave such Guarantor Blockage Notice,
(ii) because the default giving rise to such Guarantor Blockage Notice is no
longer continuing or (iii) because such Designated Senior Indebtedness has been
repaid in full). Notwithstanding the provisions of the immediately preceding
sentence, but subject to the provisions of the first sentence of this Section
7.03 and the provisions of Section 7.02, the Guarantor may resume payments on
the Securities after the end of such Payment Blockage Period. Not more than one
Blockage Notice may be given, and not more than one Payment Blockage Period may
occur, in any consecutive 360-day period, irrespective of the number of defaults
with respect to Designated Senior Indebtedness during such period. However, if
any Blockage Notice within such 360-day period is given by or on behalf of any
holders of Designated Senior Indebtedness (other than the agent under the Senior
Credit Facilities), the agent under the Senior Credit Facilities may give
another Blockage Notice within such period. In no event, however, may the total
number of days during which any Payment Blockage Period or Payment Blockage
Periods are in effect exceed 179 days in the aggregate during any 360
consecutive day period. No nonpayment default that existed or was continuing on
the date of delivery of any Blockage Notice to the Trustee shall be, or be made,
the basis for a subsequent Blockage Notice unless such default shall have been
cured or waived for a period of not less than 90 consecutive days.

                                       47

<PAGE>

         Section 7.04. Acceleration of Payment of Securities. If a notice is
required pursuant to the first sentence of Section 5.04, no Guarantor may pay
the Securities (except payment (i) in Qualified Capital Stock issued by the
Guarantor to pay interest on the Securities or issued in exchange for the
Securities, (ii) in securities substantially identical to the Securities issued
by the Guarantor in payment of interest accrued thereon or (iii) securities
issued by the Guarantor which are subordinated to the Guarantor Senior
Indebtedness at least to the same extent as the Securities and have a Weighted
Average Life to Maturity at least equal to the remaining Weighted Average Life
to Maturity of the Securities), until five Business Days after the respective
Representative of the Designated Senior Indebtedness receives notice of such
acceleration and thereafter, may pay the Securities only if the provisions of
this Article 7 otherwise permit payment at that time.

         Section 7.05. When Distribution Must Be Paid Over. If a distribution is
made to the Trustee or to Holders that because of this Article 7 should not have
been made to them, the Trustee or the Holders who receive such distribution
shall hold it in trust for holders of Guarantor Senior Indebtedness and promptly
pay it over to them as their respective interests may appear; provided, however,
that the liabilities of the Trustee under this Section 7.05 are limited by
Section 7.14.

         Section 7.06. Subrogation. After all Guarantor Senior Indebtedness is
paid in full and until the Securities are paid in full, Holders shall be
subrogated to the rights of holders of Guarantor Senior Indebtedness to receive
distributions applicable to Guarantor Senior Indebtedness. A distribution made
under this Article 7 to holders of Guarantor Senior Indebtedness which otherwise
would have been made to Holders is not, as between the Guarantor and the
Holders, a payment by any Guarantor of Guarantor Senior Indebtedness.

         Section 7.07. Relative Rights. This Article 7 defines the relative
rights of Holders of the Securities on the one hand and holders of Guarantor
Senior Indebtedness on the other hand. Nothing in this Indenture shall:

         (a)      impair, as between the Guarantor and the Holders, the
obligations of any Guarantor, which are absolute and unconditional, in respect
of its Affiliate Guarantee; or

         (b)      prevent the Trustee or any Holder from exercising its
available remedies upon a Default or Event of Default, subject to the rights of
holders of Guarantor Senior Indebtedness to receive distributions otherwise
payable to Holders.

         Section 7.08. Subordination May Not Be Impaired by Guarantor. No right
of any holder of Guarantor Senior Indebtedness to enforce the

                                       48

<PAGE>

subordination of the obligations under any Affiliate Guarantee evidenced by the
Securities shall be impaired by any act or failure to act by any Guarantor or by
the failure of any Guarantor to comply with this Indenture.

         Section 7.09. Rights of Trustee and Paying Agent. (a) Notwithstanding
Section 7.03, the Trustee or Paying Agent may continue to make payments on the
Securities and shall not be charged with knowledge of the existence of facts
that would prohibit the making of any such payments unless, not less than two
Business Days prior to the date of such payment, a Trust Officer of the Trustee
receives notice satisfactory to it that payments may not be made under this
Article 7. A Guarantor, the Registrar or co-registrar, the Paying Agent, a
Representative or a holder of Guarantor Senior Indebtedness may give the
notice; provided, however, that if an issue of Guarantor Senior Indebtedness
has a Representative, only the Representative may give the notice.

         (b)      The Trustee in its individual or any other capacity may hold
Guarantor Senior Indebtedness with the same rights it would have if it were not
Trustee. The Registrar and co-registrar and the Paying Agent may do the same
with like rights. The Trustee shall be entitled to all the rights set forth in
this Article 7 with respect to any Guarantor Senior Indebtedness which may at
any time be held by it, to the same extent as any other holder of Guarantor
Senior Indebtedness; and nothing in Article 7 shall deprive the Trustee of any
of its rights as such holder. Nothing in this Article 7 shall apply to claims
of, or payments to, the Trustee under or pursuant to Section 8.07.

         Section 7.10. Distribution or Notice to Representative. Whenever a
distribution is to be made or a notice given to holders of Guarantor Senior
Indebtedness, the distribution may be made and the notice given to their
Representative, if any.

         Section 7.11. Article Seven Not To Prevent Events of Default or Limit
Right To Accelerate. The failure to make a payment in respect of the Securities
by reason of any provision in this Article 7 shall not be construed as
preventing the occurrence of a Default or Event of Default. Nothing in this
Article 7 shall have any effect on the right of the Holders or the Trustee to
enforce any Affiliate Guarantee or to accelerate the maturity of the Securities.

         Section 7.12. Trustee Entitled to Rely. Upon any payment or
distribution pursuant to this Article 7, the Trustee and the Holders shall be
entitled to rely (i) upon any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to in Section 7.02
are pending, (ii) upon a certificate of the liquidating trustee or agent or
other Person making such payment or distribution to the Trustee or to the
Holders or (iii) upon the Representatives for the holders of Guarantor Senior
Indebtedness for the purpose

                                       49

<PAGE>

of ascertaining the Persons entitled to participate in such payment or
distribution, the holders of Guarantor Senior Indebtedness and other
Indebtedness of any Guarantor, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article 7. In the event that the Trustee determines, in good faith, that
evidence is required with respect to the right of any Person as a holder of
Guarantor Senior Indebtedness to participate in any payment or distribution
pursuant to this Article 7, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Guarantor Senior Indebtedness held by such Person, the extent to which such
Person is entitled to participate in such payment or distribution and other
facts pertinent to the rights of such Person under this Article 7, and, if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment. The Trustee shall have the right to seek a declaratory judgment as to
any right of such Person to receive such payment. The provisions of Sections
8.01 and 8.02 shall be applicable to all actions or omissions of actions by the
Trustee pursuant to this Article 7.

         Section 7.13. Trustee To Effectuate Subordination. Each Holder by
accepting an Affiliate Guarantee authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination between the Holder and the holders of Guarantor
Senior Indebtedness as provided in this Article 7 and appoints the Trustee as
attorney-in-fact for any and all such purposes.

         Section 7.14. Trustee Not Fiduciary for Holders of Guarantor Senior
Indebtedness. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Guarantor Senior Indebtedness and shall not be liable to any such
holders if it shall mistakenly pay over or distribute to Holders or the
Guarantor, or any other Person, money or assets to which any holders of
Guarantor Senior Indebtedness shall be entitled by virtue of this Article 7 or
otherwise.

         Section 7.15. Reliance by Holders of Guarantor Senior Indebtedness on
Subordination Provisions. Each Holder by accepting an Affiliate Guarantee
acknowledges and agrees that the foregoing subordination provisions are, and are
intended to be, an inducement and a consideration to each holder of any
Guarantor Senior Indebtedness, whether such Guarantor Senior Indebtedness was
created or acquired before or after the issuance of the Affiliate Guarantee, to
acquire and continue to hold, or to continue to hold, such Guarantor Senior
Indebtedness and such holder of Guarantor Senior Indebtedness shall be deemed
conclusively to have relied on such subordination provisions in acquiring and
continuing to hold, or in continuing to hold, such Guarantor Senior
Indebtedness.

                                       50

<PAGE>

                                    ARTICLE 8
                                   THE TRUSTEE

         Section 8.01. Duties of Trustee.

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

         (b)      Except during the continuance of a Default:

                  (i)      The Trustee shall not be liable except for the
         performance of such duties as are specifically set forth herein; 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 conforming to the requirements of this Indenture; provided,
         however, that in the case of any such certificates or opinions which by
         any provision hereof are specifically required to be furnished to the
         Trustee, the Trustee shall examine such certificates and opinions to
         determine whether or not they conform to the requirements of this
         Indenture.

         (c)      The Trustee shall not be relieved from liability 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 8.01;

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

                  (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 Sections 4.02, 4.04 and 4.05.

         (d)      No provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or to take or omit to take any action
under this Indenture or take any action at the request or direction of Holders
if it shall have reasonable grounds for believing that repayment of such funds
is not assured to it or it does not receive from such Holders an indemnity
satisfactory to it in its sole

                                       51

<PAGE>

discretion against such risk, liability, loss, fee or expense which might be
incurred by it in compliance with such request or direction.

         (e)      Every provision of this Indenture that in any way relates to
the Trustee is subject to paragraphs (a), (b), (c) and (d) of this Section 8.01.

         (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 Issuer. Money
held in trust by the Trustee need not be segregated from other funds except to
the extent required by law.

         Section 8.02. Rights of Trustee.

         Subject to Section 8.01:

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

         (b)      Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate and/or an Opinion of Counsel, which shall
conform to the provisions of Section 19.05. The Trustee shall not be liable for
any action it takes or omits to take in good faith in reliance on such
certificate or opinion.

         (c)      The Trustee may act through attorneys and agents of its
selection and shall not be responsible for the misconduct or negligence of any
agent or attorney (other than an agent who is an employee of the Trustee)
appointed with due care and appointed with the consent of the Issuer.

         (d)      The Trustee shall not be liable for any action it takes or
omits to take in good faith which it reasonably believes to be authorized or
within its rights or powers.

         (e)      Before the Trustee acts or refrains from acting, it may
consult with counsel and the advice or opinion of such counsel as to matters of
law shall be full and complete authorization and protection from liability in
respect of any action taken, omitted or suffered by it hereunder in good faith
and in accordance with the advice or opinion of such counsel.

         (f)      Any request or direction of the Issuer mentioned herein shall
be sufficiently evidenced by a Issuer Request or Issuer Order and any resolution
of the Board of Directors may be sufficiently evidenced by a Board Resolution.

         (g)      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

                                       52

<PAGE>

the Holders pursuant to this Indenture, unless such Holders shall have offered
to the Trustee reasonable security or indemnity against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction.

         (h)      The Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but
the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Issuer, personally or by agent or
attorney.

         (i)      The Trustee shall not be deemed to have notice of any Event of
Default unless a Trust Officer of the Trustee has actual knowledge thereof or
unless the Trustee shall have received written notice thereof at the Corporate
Trust Office of the Trustee, and such notice references the Securities and this
Indenture.

         (j)      The Trustee shall not be required to give any bond or surety
in respect of the performance of its powers and duties hereunder.

         (k)      The permissive rights of the Trustee to do things enumerated
in this Indenture shall not be construed as a duty and the Trustee shall not be
answerable for other than its gross negligence or willful misconduct.

         Section 8.03. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Issuer or their Affiliates with the same rights
it would have if it were not Trustee. Any Agent may do the same with like
rights. However, the Trustee is subject to Sections 8.10 and 8.11.

         Section 8.04. 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 Securities, it shall not be accountable for the Issuer's
use of the proceeds from the Securities, and it shall not be responsible for any
statement of the Issuer or any Guarantor in this Indenture or any document
issued in connection with the sale of Securities or any statement in the
Securities other than the Trustee's certificate of authentication.

         Section 8.05. Notice of Defaults. If a Default or an Event of Default
occurs and is continuing and the Trustee has actual knowledge of such Defaults
or Events of Default, the Trustee shall mail to each Holder notice of the
Default or Event of Default within 30 days after the occurrence thereof. Except
in the

                                       53

<PAGE>

case of a Default or an Event of Default in payment of principal of or interest
on any Security or a Default or Event of Default in complying with Section
10.01, the Trustee may withhold the notice if and so long as a committee of its
Trust Officers in good faith determines that withholding the notice is in the
interest of the Holders. This Section 8.05 shall be in lieu of the proviso to
Section 315(b) of the TIA and such proviso to Section 315(b) of the TIA is
hereby expressly excluded from this Indenture and the Securities, as permitted
by the TIA.

         Section 8.06. Reports by Trustee to Holders. If required by TIA Section
313(a), within 60 days after each February 1 beginning with February 1, 2004,
the Trustee shall mail to each Holder a report dated as of such February 1 that
complies with TIA Section 313(a). The Trustee also shall comply with TIA Section
313(b), (c) and (d).

         A copy of each such report at the time of its mailing to Holders shall
be filed with the Commission and each stock exchange, if any, on which the
Securities are listed.

         The Issuer shall promptly notify the Trustee in writing if the
Securities become listed on any stock exchange or of any delisting thereof.

         Section 8.07. Compensation and Indemnity. The Issuer and the
Guarantors shall pay to the Trustee and the Agents from time to time, and the
Trustee and the Agents shall be entitled to, such compensation as the Issuer and
the Trustee and the Agents shall from time to time agree in writing for their
respective services. The Trustee's compensation shall not be limited by any law
on compensation of a trustee of an express trust. The Issuer and the Guarantors
shall reimburse the Trustee and the Agents upon request for all reasonable
disbursements, expenses and advances, including all costs and expenses of
collection and reasonable fees, disbursements and expenses of its agents and
outside counsel incurred or made by any of them in addition to the compensation
for their respective services except any such disbursements, expenses and
advances as may be attributable to negligence or willful misconduct of the party
to be reimbursed.

         The Issuer and the Guarantors shall jointly and severally indemnify the
Trustee and the Agents for, and hold them harmless against any and all loss,
damage, claims, liability or expense, including taxes (other than franchise
taxes imposed on the indemnified party and taxes based upon, measured by or
determined by the income of the indemnified party), arising out of or in
connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses of defending themselves against or
investigating any claim or liability in connection with the exercise or
performance of any of their powers or duties hereunder, except to the extent
that

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such loss, damage, claim, liability or expense is due to negligence or willful
misconduct of the indemnified party. The indemnified party shall notify the
Issuer promptly of any claim asserted against the indemnified party for which it
may seek indemnity. However, the failure by the indemnified party to so notify
the Issuer shall not relieve the Issuer and the Guarantors of their obligations
hereunder unless the Issuer and the Guarantors have been prejudiced thereby. The
Issuer and the Guarantors shall defend the claim and the indemnified party shall
cooperate in the defense at the expense of the Issuer and the Guarantors;
provided that the Issuer and the Guarantors shall not be liable in any action or
for which they have assumed the defense for the expenses of separate counsel to
the indemnified party unless (1) the employment of separate counsel has been
authorized by the Issuer and the Guarantors, (2) the indemnified party has
reasonably concluded (based upon advice of counsel to the indemnified party)
that there may be legal defenses available to the indemnified party that are
different from or in addition to those available to the Issuer and the
Guarantors or (3) a conflict or potential conflict exists (based upon advice of
counsel to the indemnified party) between the indemnified party, the Issuer and
the Guarantors; provided further, however, that in any such event the
reimbursement obligation of the Issuer and the Guarantors with respect to
separate counsel of the indemnified party will be limited to the reasonable fees
and expenses of such counsel.

         The Issuer and the Guarantors need not pay for any settlement made
without their written consent, which consent shall not be unreasonably withheld.
The Issuer and the Guarantors need not reimburse any expense or indemnify
against any loss or liability incurred by the Trustee or an Agent as a result of
its own negligence or willful misconduct.

         To secure the payment obligations of the Issuer and the Guarantors in
this Section 8.07, the Trustee shall have a Lien prior to the Securities against
all money or property held or collected by the Trustee, in its capacity as
Trustee, except money or property held in trust to pay principal of or interest
on particular Securities.

         When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 4.01(f) or Section 4.01(g) occurs, the expenses
(including the reasonable fees and expenses of its agents and counsel) and the
compensation for the services shall be preferred over the status of the Holders
in a proceeding under any Bankruptcy Law and are intended to constitute expenses
of administration under any Bankruptcy Law.

         Section 8.08. Replacement of Trustee. The Trustee may resign at any
time by so notifying the Issuer in writing. The Holders of a majority in
Principal Amount of the outstanding Securities may remove the Trustee by so
notifying

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the Trustee and the Issuer in writing and may appoint a successor Trustee with
the Issuer's consent. The Issuer may remove the Trustee if:

         (a)      the Trustee fails to comply with Section 8.10;

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

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

         (d)      the Trustee becomes incapable of acting.

         If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason (the Trustee in such event being referred to
herein as the retiring Trustee), the Issuer 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 Securities may appoint a successor
Trustee to replace the successor Trustee appointed by the Issuer.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Issuer. As promptly as
practicable after that, the retiring Trustee shall transfer, after payment of
all sums then owing to the Trustee pursuant to Section 8.07, all property held
by it as Trustee to the successor Trustee, subject to the Lien provided in
Section 8.07, the resignation or removal of the retiring Trustee shall become
effective, and the successor Trustee shall have the rights, powers and duties of
the Trustee under this Indenture. A successor Trustee shall mail notice of its
succession to each Holder.

         If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or the
Holders of at least 10% in Principal Amount of the outstanding Securities may
petition, at the expense of the Issuer, any court of competent jurisdiction for
the appointment of a successor Trustee.

         If the Trustee fails to comply with Section 8.10, any Holder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

         Notwithstanding replacement of the Trustee pursuant to this Section
8.08, the Issuer's obligations under Section 8.07 shall continue for the benefit
of the retiring Trustee.

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         Section 8.09. Successor Trustee by Merger, Etc.. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all of its corporate trust business to, another corporation or banking
corporation, the resulting, surviving or transferee corporation or banking
corporation without any further act shall be the successor Trustee; provided,
however, that such corporation shall be otherwise qualified and eligible under
this Article 8.

         Section 8.10. Eligibility; Disqualification. This Indenture shall
always have a Trustee which shall be eligible to act as Trustee under TIA
Sections 310(a)(1) and 310(a)(2). The Trustee shall have a combined capital and
surplus of at least $50,000,000 as set forth in its most recent published annual
report of condition. If the Trustee has or shall acquire any "conflicting
interest" within the meaning of TIA Section 310(b), the Trustee and the Issuer
shall comply with the provisions of TIA Section 310(b); provided, however, that
there shall be excluded from the operation of TIA Section 310(b)(1) any
indenture or indentures under which other securities or certificates of interest
or participation in other securities of the Issuer are outstanding if the
requirements for such exclusion set forth in TIA Section 310(b)(1) are met. If
at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 8.10, the Trustee shall resign immediately in the
manner and with the effect hereinbefore specified in this Article 8. The
provisions of TIA Section 310 shall apply to the Issuer and any other obligor of
the Securities.

         Section 8.11. Preferential Collection of Claims Against the Issuer. The
Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

                                    ARTICLE 9
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND ISSUER

         Section 9.01. Issuer to Furnish Trustee Information as to Names and
Addresses of Holders. The Issuer covenants and agrees that it will furnish or
cause to be furnished to the Trustee:

         (a)      Semi-annually, not later than May 1 and November 1 in each
year, commencing May 1, 2004, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders as of a date not more than 15
days prior to the time such list is furnished and

         (b)      at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Issuer of any such request, a list of
similar form and content as of a date not more than 15 days prior to the time
such list is furnished;

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<PAGE>

provided, however, that so long as the Trustee is the Registrar, no such list
shall be required to be furnished.

         Section 9.02. Preservation of Information; Communications to Holders.
The Trustee shall preserve, in as current a form as is reasonably practicable,
all information as to the names and addresses of the Holders of Securities (1)
contained in the most recent list furnished to it as provided in Section 9.01
and (2) received by it in the capacity of Paying Agent or Registrar (if so
acting) hereunder. The Trustee may destroy any list furnished to it as provided
in Section 9.01 upon receipt of a new list so furnished.

         Section 9.03. Reports by Trustee. Within 60 days after each May 1
beginning with May 1, 2004, the Trustee shall mail to each Holder a brief report
dated as of such May 1 that complies with TIA Section 313(a), if required by
such TIA Section 313(a). The Trustee also shall comply with TIA Section 313(b).

         A copy of each report at the time of its mailing to Holders shall be
filed with the Commission and each securities exchange, if any, on which the
Securities are listed. The Issuer agrees to promptly notify the Trustee whenever
the Securities become listed on any securities exchange and of any delisting
thereof.

         Section 9.04. Reports by Issuer. If at any time while any of the
Securities are "restricted securities" within the meaning of Rule 144, either
the Issuer or LIN TV is no longer subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act, the Issuer or LIN TV, as the case may
be, shall prepare and shall furnish to any Holder, any beneficial owner of
Securities and any prospective purchaser of Securities designated by a Holder or
a beneficial owner of Securities, promptly upon request, the information
required pursuant to Rule 144A(d)(4) (or any successor thereto) under the
Securities Act in connection with the offer, sale or transfer of Securities.

                                   ARTICLE 10
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

         Section 10.01. Consolidations and Mergers of Issuer Permitted Subject
to Certain Conditions. Neither LIN TV nor the Issuer shall consolidate with or
merge into any other Person or convey, transfer or lease its properties and
assets substantially as an entirety to any Person, unless:

                  (a)      LIN TV or the Issuer, as the case may be, is the
         surviving corporation or the Person formed by such consolidation or
         into which LIN TV or the Issuer, as the case may be, is merged or the
         Person which

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<PAGE>

         acquires by conveyance or transfer, or which leases, the properties and
         assets of LIN TV or the Issuer, as the case may be, substantially as an
         entirety shall be a corporation, limited liability company,
         partnership, trust or other entity organized and existing under the
         laws of the United States of America, any political subdivision thereof
         or any State thereof and shall expressly assume, by an indenture
         supplemental hereto, executed and delivered to the Trustee, in form
         satisfactory to the Trustee, the due and punctual payment (pursuant to
         this Indenture, in the case of the Issuer, or the Affiliate Guarantee
         of LIN TV, in the case of LIN TV) of the Principal Amount, Redemption
         Price, Purchase Price or Fundamental Change Purchase Price with respect
         to any Security and any interest (including Contingent Interest and
         Liquidated Damages, if any) on all the Securities and the performance
         of every covenant to be performed by the Issuer or observed hereunder
         (in the case of the Issuer) or under the Affiliate Guarantee of LIN TV
         (in the case of LIN TV);

                  (b)      immediately after giving effect to such transaction,
         no Default or Event of Default shall have happened and be continuing;
         and

                  (c)      LIN TV or the Issuer, as the case may be, has
         delivered to the Trustee an Officers' Certificate and an Opinion of
         Counsel each stating that such consolidation, merger, conveyance,
         transfer or lease and such supplemental indenture comply with this
         Article and that all conditions precedent herein provided for relating
         to such transaction have been met.

         Section 10.02. Rights and Duties of Successor Entity. Upon any
consolidation with or merger into any other corporation, or any conveyance,
transfer or lease of the properties and assets of the Issuer or LIN TV, as the
case may be, substantially as an entirety in accordance with Section 10.01, the
successor entity formed by such consolidation or into which the Issuer or LIN
TV, as the case may be, is merged or to which such conveyance, transfer or lease
is made shall succeed to, and be substituted for, and may exercise every right
and power of the Issuer under this Indenture or LIN TV under its Affiliate
Guarantee, as the case may be, with the same effect as if such successor had
been named as the Issuer or LIN TV, as the case may be, herein, and thereafter,
except in the case of a lease, the Issuer or LIN TV, as the case may be, (which
term for this purpose shall mean LIN Television Corporation, a Delaware
corporation, or LIN TV Corp., a Delaware corporation, as the case may be, or, in
each case, any successor entity that shall theretofore have been substituted for
such entity in the manner presented in this Article) shall be relieved of all
obligations and covenants under this Indenture and the Securities.

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                                   ARTICLE 11
                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

         Section 11.01. Without Consent of Holders. The Issuer and the
Guarantors, when authorized by a resolution of the Board of Directors, and the
Trustee may amend or supplement this Indenture or the Securities without notice
to or consent of any Holder:

         (a)      to cure any ambiguity, defect or inconsistency; provided,
however, that such amendment or supplement does not adversely affect the rights
of any Holder;

         (b)      to effect the assumption by a successor Person of all
obligations of the Issuer or LIN TV under the Securities and this Indenture in
connection with any transaction complying with Article 10 of this Indenture;

         (c)      to provide for uncertificated Securities in addition to or in
place of certificated Securities;

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

         (e)      to make any change that would provide any additional benefit
or rights to the Holders;

         (f)      to make any other change that does not adversely affect the
rights of any Holder under this Indenture;

         (g)      to add to the covenants of the Issuer for the benefit of the
Holders, or to surrender any right or power herein conferred upon the Issuer; or

         (h)      to reflect the release of a Guarantor from its obligations
with respect to its Guarantee in accordance with the provisions of Section 6.03
and to add a Guarantor pursuant to the requirements of Section 12.07;

provided, however, that the Issuer has delivered to the Trustee an Opinion of
Counsel stating that such amendment or supplement complies with the provisions
of this Section 11.01.

         Section 11.02. With Consent of Holders. Subject to Section 4.07, the
Issuer and the Guarantors, when authorized by a Board Resolution, and the
Trustee may modify, amend or supplement, or waive compliance by the Issuer with
any provision of, this Indenture or the Securities with the written consent of
the Holders of at least a majority in Principal Amount of the outstanding
Securities. However, without the consent of each Holder affected, no such

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<PAGE>

modification, amendment, supplement or waiver, including a waiver pursuant to
Section 4.04, may:

         (a)      reduce the Principal Amount of or change the Stated Maturity
Date of any Security or alter the provisions with respect to the repurchase or
redemption of the Securities;

         (b)      reduce the rate of or change the time for payment of interest
on any Security;

         (c)      make any Security payable in money other than that stated in
the Securities;

         (d)      make any change in the provisions of this Indenture relating
to the rights of Holders of Securities to receive payments of principal of or
premium, if any, or interest on the Securities or to bring suit to enforce such
payment;

         (e)      adversely affect the rights of Holders of the Securities under
the exchange provisions of this Indenture;

         (f)      reduce the percentage of the Principal Amount of outstanding
Securities necessary for amendment to or waiver of compliance with any provision
of this Indenture or the Securities or for waiver of any Default in respect
thereof;

         (g)      waive a Default or Event of Default in the payment of
principal of or premium, if any, or interest on the Securities (except a
rescission of acceleration of the Securities by the Holders thereof as provided
in Section 4.02 and a waiver of the payment default that resulted from such
acceleration);

         (h)      after the Issuer's obligation upon the occurrence of a
Fundamental Change to purchase the Securities arises under this Indenture,
amend, modify or change its obligation to make or consummate a purchase offer or
waive any default in the performance thereof or modify any of the provisions or
definitions with respect to any such offers; or

         (i)      modify the ranking or priority of any Security or the
Affiliate Guarantee in respect thereof of any Guarantor in any manner adverse to
the Holders of the Securities.

         It shall not be necessary for the consent of the Holders under this
Section 11.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

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<PAGE>

         After an amendment, supplement or waiver under this Section 11.02
becomes effective, the Issuer shall mail to the Holders affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Issuer to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amendment, supplement or
waiver.

         Section 11.03. Compliance with Trust Indenture Act. Every amendment to
or supplement of this Indenture or the Securities shall comply with the TIA as
then in effect.

         Section 11.04. Record Date for Consents and Effect of Consents. The
Issuer may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders of Securities entitled to consent to any amendment,
supplement or waiver. If a record date is fixed, then those persons who were
Holders of Securities at such record date (or their duly designated proxies),
and only those persons, shall be entitled to consent to such amendment,
supplement or waiver or to revoke any consent previously given, whether or not
such persons continue to be Holders of such Securities after such record date.
No such consent shall be valid or effective for more than 90 days after such
record date. The Trustee is entitled to rely upon any electronic instruction
from beneficial owners to the Holders of any Global Security.

         After an amendment, supplement or waiver becomes effective, it shall
bind every Holder, unless it makes a change described in any of clauses (a)
through (i) of Section 11.02. In that case the amendment, supplement or waiver
shall bind each Holder of a Security who has consented to it and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security.

         Section 11.05. Notation on or Exchange of Securities. If an amendment,
supplement or waiver changes the terms of a Security, the Trustee may require
the Holder of the Security to deliver it to the Trustee. The Trustee may place
an appropriate notation on the Security about the changed terms and return it to
the Holder. Alternatively, if the Issuer or the Trustee so determine, the Issuer
in exchange for the Security shall issue and the Trustee shall authenticate a
new Security that reflects the changed terms. Failure to make the appropriate
notation or issue a new Security shall not affect the validity and effect of
such amendment, supplement or waiver.

         Section 11.06. Trustee to Sign Amendments, Etc.. The Trustee shall be
entitled to receive, and shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of any amendment, supplement or waiver
authorized pursuant to this Article 11 is authorized or permitted by this
Indenture and that such amendment, supplement or waiver constitutes the legal,
valid and

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<PAGE>

binding obligation of the Issuer, enforceable in accordance with its terms
(subject to customary exceptions). The Trustee may, but shall not be obligated
to, execute any such amendment, supplement or waiver which affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise. In signing
any amendment, supplement or waiver, the Trustee shall be entitled to receive an
indemnity reasonably satisfactory to it.

                                   ARTICLE 12
                             COVENANTS OF THE ISSUER

         Section 12.01. Payment of Principal, Premium and Interest. The Issuer
covenants and agrees that it will duly and punctually pay or cause to be paid
all payments in respect of the Securities in accordance with the terms of the
Securities and this Indenture. Any amounts to be given to the Trustee or Paying
Agent shall be deposited with the Trustee or Paying Agent by 11:00 a.m. New York
City time by the Issuer at the latest on the day such payment is due. Principal
Amount, Redemption Price, Purchase Price, Fundamental Change Purchase Price and
interest (including Contingent Interest and Liquidated Damages, if any), shall
be considered paid on the applicable date due if on such date (or, in the case
of a Purchase Price or Fundamental Change Purchase Price, on the Business Day
following the applicable Purchase Date or Fundamental Change Purchase Date, as
the case may be) the Trustee or the Paying Agent holds, in accordance with this
Indenture, money or securities, if permitted hereunder, sufficient to pay all
such amounts then due.

         Section 12.02. Maintenance of Office or Agency. The Issuer shall
maintain an office or agency of the Trustee, Registrar, Paying Agent and
Exchange Agent where the Securities may be presented or surrendered for payment,
where the Securities may be surrendered for registration of transfer or
exchange, where the Securities may be surrendered for purchase, redemption or
exchange and where notices and demands to or upon the Issuer in respect of the
Securities and this Indenture may be served. The office of the Paying Agent, at
101 Barclay Street, 8W, New York, NY 10286, Attention: Corporate Trust Officer,
shall initially be such office or agency for all of the aforesaid purposes. The
Issuer will 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 Issuer
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, and the Issuer hereby appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands.

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<PAGE>

         The Issuer may also from time to time designate one or more other
offices or agencies where the Securities may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations.

         Section 12.03. Money for Securities Payments to be Held in Trust. If
the Issuer shall at any time act as its own Paying Agent with respect to the
Securities, it will, on or before each due date of the Principal Amount,
Redemption Price, Purchase Price, Fundamental Change Purchase Price and interest
(including Contingent Interest and Liquidated Damages, if any) on any of the
Securities, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay such sums so becoming due until such sums shall
be paid to such Persons or otherwise disposed of as herein provided. The Issuer
will promptly notify the Trustee of any failure by the Issuer to take such
action or failure so to act.

         Whenever the Issuer shall have one or more Paying Agents for the
Securities, it will, on or prior to each due date of the Principal Amount,
Redemption Price, Purchase Price, Fundamental Change Purchase Price and interest
(including Contingent Interest and Liquidated Damages, if any) on any
Securities, deposit with a Paying Agent a sum sufficient to pay such amounts so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such amounts, and (unless such Paying Agent is the Trustee) the
Issuer will promptly notify the Trustee of its action or failure so to act.

         The Issuer will cause each Paying Agent, other than the Trustee or an
Affiliate of the Issuer, to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section 12.03, that such Paying Agent will:

                  (i)      hold all sums held by it for the payment of the
         Principal Amount, Redemption Price, Purchase Price, Fundamental Change
         Purchase Price and interest (including Contingent Interest and
         Liquidated Damages, if any) on the Securities (whether such sums have
         been paid to it by the Issuer or by any other obligor on the
         Securities) in trust for the benefit of the Persons entitled thereto;

                  (ii)     give the Trustee notice of any failure by the Issuer
         (or any other obligor upon the Securities) to make any payment of the
         Principal Amount, Redemption Price, Purchase Price, Fundamental Change
         Purchase Price and interest (including Contingent Interest and
         Liquidated Damages, if any) on the Securities when the same shall be
         due and payable; and

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<PAGE>

                  (iii)    at any time during the continuance of any Event of
         Default, upon the written request of the Trustee, forthwith pay to the
         Trustee all sums so held in trust by such Paying Agent.

         Anything in this Section 12.03 to the contrary notwithstanding, the
Issuer may, at any time, for the purpose of obtaining satisfaction and discharge
of this Indenture, or for any other reason, pay, or by Issuer Order direct any
Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or such
Paying Agent, such sums to be held by the Trustee upon the same trusts as those
upon which such sums were held by the Issuer or such Paying Agent; and, upon
such payment by any Paying Agent to the Trustee, such Paying Agent shall be
released from all further liability with respect to such money.

         Section 12.04. Compliance Certificate. The Issuer shall deliver to the
Trustee within 120 days after the close of each fiscal year an Officers'
Certificate stating that a review of the activities of the Issuer has been made
under the supervision of the signing officer with a view to determining whether
a Default or Event of Default has occurred and whether or not the signers know
of any Default or Event of Default by the Issuer that occurred during such
fiscal year and if they do know of such a Default or Event of Default, their
status and the action the Issuer is taking or proposes to take with respect
thereto. The first certificate to be delivered by the Issuer pursuant to this
Section 12.04 shall be for the fiscal year ending December 31, 2003.

         Section 12.05. Calculation of Original Issue Discount. The Issuer shall
file with the Trustee promptly at the end of each calendar year (i) a written
notice specifying the amount of original issue discount (including daily rates
and accrual periods) accrued on the Securities as of the end of such year and
(ii) such other specific information relating to such original issue discount as
may then be reasonably requested by the Trustee and relevant under the Internal
Revenue Code of 1986, as amended from time to time.

         Section 12.06. Further Instruments and Acts. The Issuer will execute
and deliver such further instruments and do such further acts as may be
reasonably necessary or proper or as the Trustee may request to carry out more
effectively the purposes of this Indenture.

         Section 12.07. Affiliate Guarantees By Restricted Subsidiaries.

         (a)      The Issuer shall not create or acquire, nor cause or permit
any of its Restricted Subsidiaries, directly or indirectly, to create or
acquire, any Subsidiary other than (1) an Unrestricted Subsidiary in accordance
with the other terms of this Indenture or (2) a Restricted Subsidiary that,
either (i) simultaneously with such creation or acquisition, (x) executes and
delivers to the Trustee a supplemental indenture to this Indenture pursuant to
which it will

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<PAGE>

become a Guarantor in accordance with Article 6 hereof and (y) delivers to the
Trustee an Opinion of Counsel that such supplemental indenture has been duly
authorized, executed and delivered by such Restricted Subsidiary and constitutes
a valid, binding and enforceable obligation of such Restricted Subsidiary (which
opinion may be subject to customary assumptions and qualifications) or (ii) does
not satisfy the definition of Guarantor.

         (b)      Any Unrestricted Subsidiary that is redesignated as a
Restricted Subsidiary shall upon such redesignation be required to become a
Guarantor in accordance with the requirements of Section 12.07(a)(2).

                                   ARTICLE 13
                            REDEMPTION OF SECURITIES

         Section 13.01. Right to Redeem; Notices to Trustee. Prior to May 20,
2008, the Securities shall not be redeemable at the option of the Issuer.
Beginning on May 20, 2008 and until the Stated Maturity Date, the Securities are
redeemable for cash as a whole, or from time to time in part, at the option of
the Issuer at the Redemption Price; provided that if the Redemption Date is any
day during the period from the close of business on any Regular Record Date
immediately preceding any Interest Payment Date to the close of business on such
Interest Payment Date, accrued and unpaid interest (including Contingent
Interest or Liquidated Damages, if any) shall be paid to the Holder of record as
of the applicable Regular Record Date, rather than to the Holder presenting the
Security for redemption. If the Issuer elects to redeem Securities, it shall
notify the Trustee in writing of the Redemption Date, the Principal Amount of
Securities to be redeemed and the Redemption Price.

         The Issuer shall give the notice to the Trustee provided for in this
Section 13.01 by a Issuer Order at least 30 days before the Redemption Date.

         Section 13.02. Selection of Securities to Be Redeemed. If less than all
the Securities are to be redeemed, the Trustee shall select the Securities to be
redeemed pro rata or by lot or by any other method the Trustee considers fair
and appropriate (so long as such method is not prohibited by the rules of any
stock exchange on which the Securities are then listed). The Trustee shall make
the selection at least 15 days but not more than 60 days before the Redemption
Date from outstanding Securities not previously called for redemption. The
Trustee may select for redemption portions of the Principal Amount of Securities
that have denominations equal to or larger than $1,000. Securities and portions
of them the Trustee selects shall be in Principal Amounts of $1,000 or an
integral multiple of $1,000. Provisions of this Indenture that apply to
Securities called for redemption also apply to portions of Securities called for
redemption. The

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Trustee shall notify the Issuer promptly of the Securities or portions of
Securities to be redeemed.

         Section 13.03. Notice of Redemption. At least 30 days but not more than
60 days before a Redemption Date, the Issuer shall mail a notice of redemption
by first-class mail, postage prepaid, to each Holder of Securities to be
redeemed.

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

         (a)      the Redemption Date;

         (b)      the Redemption Price;

         (c)      the Exchange Rate;

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

         (e)      that Securities called for redemption may be exchanged at any
time before the close of business on the Business Day immediately preceding the
Redemption Date;

         (f)      that Holders who want to exchange Securities must satisfy the
requirements set forth in the applicable provisions of the Securities;

         (g)      that Securities called for redemption must be surrendered to
the Paying Agent to collect the Redemption Price;

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

         (i)      that, unless the Issuer defaults in making payment of such
Redemption Price, interest (including Contingent Interest and Liquidated
Damages, if any) on Securities called for redemption will cease to accrue on and
after the Redemption Date; and

         (j)      the CUSIP number of the Securities.

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

         If the Issuer redeems fewer than all of the outstanding Securities, the
Trustee may select the Securities by lot, pro rata, or by another method the

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Trustee considers fair and appropriate. If the Trustee selects a portion of a
Holder's Securities for partial redemption and such Holder exchanges a portion
of such Securities, the exchanged portion will be deemed, to the extent
practicable, to be the portion selected for redemption.

         Section 13.04. Effect of Notice of Redemption. Once notice of
redemption is mailed, Securities called for redemption become due and payable on
the Redemption Date and at the Redemption Price stated in the notice, except for
Securities which are exchanged in accordance with the terms of this Indenture.
Upon surrender to the Paying Agent, such Securities shall be paid at the
Redemption Price stated in the notice.

         Section 13.05. Deposit of Redemption Price. Prior to 11:00 a.m., New
York City time on the Redemption Date, the Issuer shall deposit with the Paying
Agent (or if the Issuer or a Subsidiary or an Affiliate of either of them is the
Paying Agent, shall segregate and hold in trust) money sufficient to pay the
Redemption Price of all Securities to be redeemed on that date other than
Securities or portions of Securities called for redemption which on or prior
thereto have been delivered by the Issuer to the Trustee for cancellation or
have been exchanged. The Paying Agent shall as promptly as practicable return to
the Issuer any money not required for that purpose. If such money is then held
by the Issuer in trust and is not required for such purpose it shall be
discharged from such trust.

         Section 13.06. Securities Redeemed in Part. Upon surrender of a
Security that is redeemed in part, the Issuer shall execute and the Trustee
shall authenticate and deliver to the Holder a new Security in an authorized
denomination equal in Principal Amount to the unredeemed portion of the Security
surrendered.

         Section 13.07. Exchange Arrangement on Call for Redemption. In
connection with any redemption of Securities, the Issuer may arrange for the
purchase and exchange of any Securities called for redemption by an agreement
with one or more investment bankers or other purchasers to purchase such
Securities by paying to a Paying Agent in trust for the Holders, on or before
11:00 A.M. New York City time on the Redemption Date, an amount that, together
with any amounts deposited with such Paying Agent by the Issuer for the
redemption of such Securities, is not less than the Redemption Price of such
Securities. Notwithstanding anything to the contrary contained in this Article,
the obligation of the Issuer to pay the Redemption Price of such Securities
shall be deemed to be satisfied and discharged to the extent such amount is so
paid by such purchasers; provided, however, that nothing in this Section 13.07
shall relieve the Issuer of its obligation to pay the Redemption Price of the
Securities called for redemption. If such an agreement is entered into, any
Securities called

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for redemption and not surrendered for exchange by the Holders thereof prior to
the relevant Redemption Date may, at the option of the Issuer upon written
notice to the Trustee, be deemed, to the fullest extent permitted by law,
acquired by such purchasers from such Holders and (notwithstanding anything to
the contrary contained in Article 14) surrendered by such purchasers for
exchange, all as of immediately prior to the close of business on the Business
Day immediately prior to the Redemption Date, subject to payment of the above
amount as aforesaid. The Paying Agent shall hold and pay to the Holders whose
Securities are selected for redemption any such amount paid to it for purchase
in the same manner as it would money deposited with it by the Issuer for the
redemption of the Securities. Without the Paying Agent's prior written consent,
no arrangement between the Issuer and such purchasers for the purchase and
exchange of any Securities shall increase or otherwise affect any of the powers,
duties, responsibilities or obligations of the Paying Agent as set forth in this
Indenture, and the Issuer agrees to indemnify the Paying Agent from, and hold it
harmless against, any loss, liability or expense arising out of or in connection
with any such arrangement for the purchase and exchange of any Securities
between the Issuer and such purchasers, including the costs and expenses
incurred by the Paying Agent in the defense of any claim or liability reasonably
incurred without negligence or bad faith on its part arising out of or in
connection with the exercise or performance of any of its powers, duties,
responsibilities or obligations under this Indenture, in accordance with the
indemnity provisions applicable to the Trustee set forth herein.

                                   ARTICLE 14
                                    EXCHANGE

         Section 14.01. Exchange Rights. The Securities shall be exchangeable in
accordance with their terms and in accordance with and subject to this Article
into a number of shares of Common Stock per $1,000 Principal Amount of
Securities equal to the Exchange Rate (except in the case of a Principal Value
Exchange).

         A Holder of a Security otherwise entitled to a fractional share upon
the exchange thereof shall receive cash in an amount equal to the value of such
fractional share based on the Applicable Stock Price with respect to such
exchange.

         Upon determination that Holders are or will be entitled to exchange
their Securities pursuant to this Article 14, the Issuer shall issue a press
release and publish such determination on the Issuer's Web site on the World
Wide Web.

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         Holders may surrender Securities for exchange into shares of Common
Stock only if at least one of the conditions described in Section 14.02 through
Section 14.06 is satisfied. In addition, a Security in respect of which a Holder
has delivered a Purchase Notice or Fundamental Change Purchase Notice exercising
the option of such Holder to require the Issuer to purchase such Security may be
exchanged only if such notice of exercise is withdrawn in accordance with the
terms of the Indenture.

         Section 14.02. Exchange Rights Based on Common Stock Price. Commencing
after June 30, 2003, a Holder may surrender Securities or portions of Securities
in integral multiples of $1,000 Principal Amount for exchange into Common Stock
in any fiscal quarter (and only during such fiscal quarter), if, as of the last
day of the preceding fiscal quarter, the Closing Sale Price of the Common Stock
for at least 20 Trading Days in a period of 30 consecutive Trading Days ending
on the last Trading Day of such preceding fiscal quarter is more than 120% of
the Base Exchange Price as of the last day of such preceding fiscal quarter.

         Section 14.03. Exchange Rights Upon Credit Rating Events. Securities
may be surrendered for exchange in integral multiples of $1,000 Principal Amount
during any period in which (1) the credit rating assigned to the Securities by
S&P is below B-, (2) the credit rating assigned to the Securities by Moody's is
below B3 or (3) either S&P or Moody's does not assign a rating to the
Securities; provided, however, that Securities may not be surrendered for
exchange pursuant to this Section 14.03 solely upon the occurrence of any event
whereby S&P or Moody's ceases to assign credit ratings to all securities of any
kind.

         Section 14.04. Exchange Rights Upon Notice of Redemption. Holders may
surrender for exchange in integral multiples of $1,000 Principal Amount any
Securities called for redemption under Article 13 hereof at any time prior to
the close of business on the Business Day immediately preceding the Redemption
Date, even if the Securities are not otherwise exchangeable at such time.

         Section 14.05. Exchange Rights Upon Occurrence of Certain Corporate
Transactions.

         If LIN TV is a party to a consolidation, merger or binding share
exchange pursuant to which shares of Common Stock would be converted into cash,
securities or other property, any Security may be surrendered for exchange in
integral multiples of $1,000 Principal Amount at any time from and after the
date that is 15 days prior to the anticipated effective date of the transaction
until 15 days after the actual date of such transaction and, at the effective
time of the

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<PAGE>

transaction, the right to exchange a Security into shares of Common Stock shall
be changed into a right to exchange such Security into the kind and amount of
cash, securities or other property of LIN TV or another Person that the Holder
would have received if the Holder had exchanged such Security immediately prior
to the transaction.

         If LIN TV distributes to all holders of Common Stock (1) rights or
warrants entitling them to purchase, for a period expiring within 45 days of the
record date for such distribution, Common Stock at less than the average Closing
Sale Price for the 10 Trading Days preceding the declaration date for such
distribution, or (2) cash, assets, debt securities or rights to purchase LIN TV
securities, which distribution has a per share value exceeding 5% of the Closing
Sale Price of the Common Stock on the Trading Day immediately preceding the
declaration date for such distribution, the Securities may be surrendered for
exchange in integral multiples of $1,000 Principal Amount beginning on the date
that the Issuer gives notice to the Holders of such right, which shall not be
less than 20 days prior to the time ("EX-DIVIDEND TIME") immediately prior to
the commencement of "ex-dividend" trading for such distribution on the New York
Stock Exchange or such other principal national or regional exchange or market
on which the Common Stock is then listed or quoted for such dividend or
distribution, and Securities may be surrendered for exchange at any time
thereafter until the earlier of close of business on the Business Day prior to
the Ex-Dividend Time and the date LIN TV announces that such dividend or
distribution will not take place. Notwithstanding the foregoing, Holders shall
not have the right to surrender Securities for exchange pursuant to this Section
14.05 if they will otherwise participate in the distribution described above
without first exchanging Securities into Common Stock.

         Section 14.06. Exchange Upon Satisfaction of Trading Price Condition.

         (a)      Securities may be surrendered for exchange in integral
multiples of $1,000 Principal Amount any time during the five Business Day
period after any five consecutive Trading Day period in which the Trading Price
per $1,000 Principal Amount of the Securities for each day of such five Trading
Day period was less than 98% of the product of the Closing Sale Price and the
Exchange Rate as of such Trading Day (determined based on such Closing Sale
Price rather than the Applicable Stock Price).

         (b)      Notwithstanding the foregoing, if, on the date of any exchange
pursuant to Section 14.06(a) that is on or after May 15, 2028, the Closing Sale
Price of the Common Stock is greater than the Effective Exchange Price, the
Holders of Securities surrendered for exchange shall receive, in lieu of Common
Stock based on the Exchange Rate, Common Stock with a value equal to the
Principal Amount of Securities plus accrued and unpaid interest, if any,

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including Contingent Interest and Liquidated Damages, if any, as of the Exchange
Date ("PRINCIPAL VALUE EXCHANGE"). Common Stock delivered upon a Principal Value
Exchange will be valued at the greater of the Effective Exchange Price on the
Exchange Date and the Applicable Stock Price as of the Exchange Date and will be
delivered no later than the third Business Day following the determination of
the Applicable Stock Price.

         (c)      In connection with any exchange pursuant to this Section
14.06, the Trustee shall not have any obligation to determine the Trading Price
of the Securities unless the Issuer has requested such determination and the
Issuer shall have no obligation to make such request unless a Holder provides
the Issuer with reasonable evidence that the Trading Price per Security would be
less than 98% of the product of the Closing Sale Price of the Common Stock and
the Exchange Rate then in effect (determined based on such Closing Sale Price
rather than the Applicable Stock Price). At such time, the Issuer shall instruct
the Trustee to determine the Trading Price of the Securities beginning on the
next Trading Day and on each successive Trading Day until the Trading Price per
such Security is greater than or equal to 98% of the product of the Closing Sale
Price of the Common Stock and the Exchange Rate as of such Trading Day
(determined based on such Closing Sale Price rather than the Applicable Stock
Price).

         Section 14.07. Exchange Procedures. To exchange a Security, a Holder
must (a) complete and manually sign the Exchange Notice or a facsimile of the
exchange notice on the back of the Security (the "EXCHANGE NOTICE") and deliver
such notice to the Exchange Agent, (b) surrender the Security to a Exchange
Agent, (c) furnish appropriate endorsements and transfer documents if required
by the Registrar or the Exchange Agent, (d) pay any transfer or similar tax, if
required and (e) if required, pay funds equal to the interest payable on the
next Interest Payment Date. The date on which the Holder satisfies all of those
requirements is the "EXCHANGE DATE." The Issuer shall deliver to the Holder
through the Exchange Agent, no later than the third Business Day following the
date on which the Applicable Stock Price is determined, a certificate for the
number of whole shares of Common Stock issuable upon the exchange and, if
applicable, cash in lieu of any fractional shares pursuant to Section 14.08.
Anything herein to the contrary notwithstanding, in the case of Global
Securities, Exchange Notices may be delivered and such Securities may be
surrendered for exchange in accordance with the applicable procedures of the
Depositary as in effect from time to time. The Person in whose name the Common
Stock certificate is registered shall be deemed to be a shareholder of record at
the close of business on the date on which the Applicable Stock Price is
determined with respect to the applicable Exchange Date; provided, however, that
if any such date is a date when the stock transfer books of LIN TV are closed,
such Person shall be deemed a shareholder of record as of the next date on which
the stock transfer books of LIN TV are open.

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         No payment or adjustment shall be made for dividends on, or other
distributions with respect to, any Common Stock except as provided in this
Article. On exchange of a Security, except for exchange during the period from
the close of business on any Regular Record Date immediately preceding any
Interest Payment Date to the close of business on the Business Day immediately
preceding such Interest Payment Date, in which case the Holder on such Regular
Record Date shall receive the interest payable on such Interest Payment Date,
that portion of accrued and unpaid interest, including Contingent Interest, if
any, on the exchanged Security attributable to the period from the most recent
Interest Payment Date (or, if no Interest Payment Date has occurred, from the
Issue Date) through the Exchange Date shall not be cancelled, extinguished or
forfeited, but rather shall be deemed to be paid in full to the Holder thereof
through delivery of the Common Stock (together with the cash payment, if any, in
lieu of fractional shares) in exchange for the Security being exchanged pursuant
to the provisions hereof, and the fair market value of such shares of Common
Stock (together with any such cash payment in lieu of fractional shares) shall
be treated as issued, to the extent thereof, first in exchange for accrued and
unpaid interest (including Contingent Interest, if any) accrued through the
Exchange Date and the balance, if any, of such fair market value of such Common
Stock (and any such cash payment) shall be treated as issued in exchange for the
Principal Amount of the Security being exchanged pursuant to the provisions
hereof.

         The Issuer agrees, and by acceptance of a beneficial interest in a
Security each Holder and any beneficial owner of a Security shall be deemed to
agree, to treat, for United States federal income tax purposes, the fair market
value of the Common Stock received upon the exchange of a Security (together
with any cash payment in lieu of fractional shares) as a contingent payment on
the Security for purposes of Treasury Regulation Section 1.1275-4(b).

         If a Holder exchanges more than one Security at the same time, the
number of shares of Common Stock issuable upon the exchange shall be based on
the aggregate Principal Amount of Securities exchanged.

         Upon surrender of a Security that is exchanged in part, the Issuer
shall execute, and the Trustee shall authenticate and deliver to the Holder, a
new Security equal in principal amount equal to the Principal Amount of the
unexchanged portion of the Security surrendered.

         Section 14.08. Fractional Shares. The Issuer shall not deliver a
fractional share of Common Stock upon exchange of a Security. Instead, the
Issuer will deliver cash for the current market value of the fractional share.
The current market value of a fractional share of Common Stock shall be
determined, to the nearest 1/1,000th of a share, by multiplying the Applicable
Stock Price in

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effect with respect to the applicable Exchange Date of a full
share of Common Stock by the fractional amount and rounding the product to the
nearest whole cent.

         Section 14.09. Taxes on Exchange. If a Holder exchanges a Security,
the Issuer shall pay any documentary, stamp or similar issue or transfer tax due
on the delivery of shares of Common Stock upon such exchange. However, the
Holder shall pay any such tax which is due because the Holder requests the
shares to be delivered in a name other than the Holder's name. The Exchange
Agent may refuse to deliver the certificate representing the Common Stock being
delivered in a name other than the Holder's name until the Exchange Agent
receives a sum sufficient to pay any tax which will be due because the shares
are to be delivered in a name other than the Holder's name. Nothing herein shall
preclude any tax withholding required by law or regulation.

         Section 14.10. Reservation of Shares, Shares to Be Fully Paid;
Compliance with Governmental Requirements; Listing of Common Stock.

         (a)      Before taking any action which would cause an adjustment
increasing the Exchange Rate to an amount that would cause the Exchange Price to
be reduced below the then par value, if any, of the shares of Common Stock
deliverable upon exchange of the Securities, the Issuer and LIN TV will take all
corporate action which may, in the opinion of their counsel, be necessary in
order that the Issuer may validly and legally deliver shares of such Common
Stock at such adjusted Exchange Rate.

         (b)      (i)      The Issuer and LIN TV covenant that all shares of
Common Stock which may be delivered upon exchange of Securities shall have been
duly authorized and upon issue and delivery in accordance with the terms of this
Indenture shall be validly issued, fully paid and non-assessable by LIN TV and
free from all taxes, Liens, preemptive or similar rights and charges with
respect to the issue thereof.

                  (ii)     The Issuer and LIN TV covenant that, if any shares of
         Common Stock to be provided for the purpose of exchange of Securities
         hereunder require registration with or approval of any governmental
         authority under any federal or state law before such shares may be
         validly issued upon exchange, the Issuer and LIN TV will in good faith
         and as expeditiously as possible, to the extent then permitted by the
         rules and interpretations of the Securities and Exchange Commission (or
         any successor thereto), endeavor to secure such registration or
         approval, as the case may be.

         (c)      LIN TV further covenants that, if at any time the Common Stock
shall be listed on the NYSE or any other national securities exchange or

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automated quotation system, LIN TV will, if permitted by the rules of such
exchange or automated quotation system, list and keep listed, so long as the
Common Stock shall be so listed on such exchange or automated quotation system,
all Common Stock issuable upon exchange of the Security; provided, however,
that, if the rules of such exchange or automated quotation system permit LIN TV
to defer the listing of such Common Stock until the first exchange of the
Securities into Common Stock in accordance with the provisions of this
Indenture, LIN TV covenants to list such Common Stock issuable upon exchange of
the Securities in accordance with the requirements of such exchange or automated
quotation system at such time.

         Section 14.11. Adjustment of Exchange Rate. The Base Exchange Rate
shall be adjusted from time to time by the Issuer as follows:

         (a)      In case LIN TV shall hereafter pay a dividend or make a
distribution to all holders of the outstanding Common Stock in shares of Common
Stock, the Base Exchange Rate shall be increased so that the same shall equal
the rate determined by multiplying the Base Exchange Rate in effect at the
opening of business on the date following the date fixed for the determination
of stockholders entitled to receive such dividend or other distribution by a
fraction,

                  (i)      the numerator of which shall be the sum of the number
         of shares of Common Stock outstanding at the close of business on the
         date fixed for the determination of stockholders entitled to receive
         such dividend or other distribution plus the total number of shares of
         Common Stock constituting such dividend or other distribution; and

                  (ii)     the denominator of which shall be the number of
         shares of Common Stock outstanding at the close of business on the date
         fixed for such determination,

such increase to become effective immediately after the opening of business on
the day following the date fixed for such determination. If any dividend or
distribution of the type described in this Section 14.11(a) is declared but not
so paid or made, the Base Exchange Rate shall again be adjusted to the Base
Exchange Rate that would then be in effect if such dividend or distribution had
not been declared.

         (b)      In case LIN TV shall issue rights or warrants to all holders
of its outstanding shares of Common Stock entitling them (for a period expiring
within forty-five (45) days after the date fixed for determination of
stockholders entitled to receive such rights or warrants) to subscribe for or
purchase shares of Common Stock at a price per share less than the average of
the Closing Sale Prices of the Common Stock for the 10 Trading Days preceding
the declaration

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<PAGE>

date for such distribution, the Base Exchange Rate shall be increased so that
the same shall equal the rate determined by multiplying the Base Exchange Rate
in effect immediately prior to the date fixed for determination of stockholders
entitled to receive such rights or warrants by a fraction,

                  (i)      the numerator of which shall be the number of shares
         of Common Stock outstanding on the date fixed for determination of
         stockholders entitled to receive such rights or warrants plus the total
         number of additional shares of Common Stock offered for subscription or
         purchase, and

                  (ii)     the denominator of which shall be the sum of the
         number of shares of Common Stock outstanding at the close of business
         on the date fixed for determination of stockholders entitled to receive
         such rights or warrants plus the number of shares that the aggregate
         offering price of the total number of shares so offered would purchase
         at a price equal to the average of the Closing Sale Prices of the
         Common Stock for the 10 Trading Days preceding the declaration date for
         such distribution.

         Such adjustment shall be successively made whenever any such rights or
warrants are issued, and shall become effective immediately after the opening of
business on the day following the date fixed for determination of stockholders
entitled to receive such rights or warrants. To the extent that shares of Common
Stock are not delivered after the expiration of such rights or warrants, the
Base Exchange Rate shall be readjusted to the Base Exchange Rate that would then
be in effect had the adjustments made upon the issuance of such rights or
warrants been made on the basis of delivery of only the number of shares of
Common Stock actually delivered. If such rights or warrants are not so issued,
the Base Exchange Rate shall again be adjusted to be the Base Exchange Rate that
would then be in effect if such date fixed for the determination of stockholders
entitled to receive such rights or warrants had not been fixed. In determining
whether any rights or warrants entitle the holders to subscribe for or purchase
shares of Common Stock at a price less than the average of the Closing Sale
Prices of the Common Stock for the 10 Trading Days preceding the declaration
date for such distribution, and in determining the aggregate offering price of
such shares of Common Stock, there shall be taken into account any consideration
received by LIN TV for such rights or warrants and any amount payable on
exercise or exchange thereof, the value of such consideration, if other than
cash, to be determined by the Board of Directors.

         (c)      In case outstanding shares of Common Stock shall be subdivided
into a greater number of shares of Common Stock, the Base Exchange Rate in
effect at the opening of business on the day following the day upon which such
subdivision becomes effective shall be proportionately increased, and

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conversely, in case outstanding shares of Common Stock shall be combined into a
smaller number of shares of Common Stock, the Base Exchange Rate in effect at
the opening of business on the day following the day upon which such combination
becomes effective shall be proportionately reduced, such increase or reduction,
as the case may be, to become effective immediately after the opening of
business on the day following the day upon which such subdivision or combination
becomes effective.

         (d)      In case LIN TV shall, by dividend or otherwise, distribute to
all holders of its Common Stock shares of any class of capital stock of LIN TV
or evidences of its indebtedness or assets (including securities, but excluding
(x) any rights or warrants referred to in Section 14.11(b), (y) any dividend or
distribution (I) paid exclusively in cash or (II) referred to in Section
14.11(a) and (z) any distribution referred to in Section 14.11(g)) (any of the
foregoing hereinafter in this Section 14.11(d) called the "DISTRIBUTED
PROPERTY")), then, in each such case, the Base Exchange Rate shall be increased
so that the same shall be equal to the rate determined by multiplying the Base
Exchange Rate in effect on the Record Date with respect to such distribution by
a fraction,

                  (i)      the numerator of which shall be the Current Market
         Price on such Record Date; and

                  (ii)     the denominator of which shall be the Current Market
         Price on such Record Date less the Fair Market Value (as determined by
         the Board of Directors, whose determination shall be conclusive, and
         described in a resolution of the Board of Directors) on the Record Date
         of the portion of the Distributed Property so distributed applicable to
         one share of Common Stock,

such adjustment to become effective immediately prior to the opening of business
on the day following such Record Date; provided that if the then Fair Market
Value (as so determined) of the portion of the Distributed Property so
distributed applicable to one share of Common Stock is equal to or greater than
the Current Market Price on the Record Date, in lieu of the foregoing
adjustment, adequate provision shall be made so that each Holder shall have the
right to receive upon exchange the amount of Distributed Property such Holder
would have received had such holder exchanged each Security on the Record Date.
If such dividend or distribution is not so paid or made, the Base Exchange Rate
shall again be adjusted to be the Base Exchange Rate that would then be in
effect if such dividend or distribution had not been declared. If the Board of
Directors determines the Fair Market Value of any distribution for purposes of
this Section 14.11(d) by reference to the actual or when issued trading market
for any securities, it must in doing so consider the prices in such market over
the

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same period used in computing the Current Market Price on the applicable Record
Date.

         Rights or warrants distributed by LIN TV to all holders of Common Stock
entitling the holders thereof to subscribe for or purchase shares of LIN TV's
capital stock (either initially or under certain circumstances), which rights or
warrants, until the occurrence of a specified event or events ("TRIGGER EVENT"):
(i) are deemed to be transferred with such shares of Common Stock; (ii) are not
exercisable; and (iii) are also issued in respect of future issuances of Common
Stock, shall be deemed not to have been distributed for purposes of this Section
14.11 (and no adjustment to the Base Exchange Rate under this Section 14.11 will
be required) until the occurrence of the earliest Trigger Event, whereupon such
rights and warrants shall be deemed to have been distributed and an appropriate
adjustment (if any is required) to the Base Exchange Rate shall be made under
this Section 14.11(d). If any such right or warrant, including any such existing
rights or warrants distributed prior to the date of this Indenture, are subject
to events, upon the occurrence of which such rights or warrants become
exercisable to purchase different securities, evidences of indebtedness or other
assets, then the date of the occurrence of any and each such event shall be
deemed to be the date of distribution and record date with respect to new rights
or warrants with such rights (and a termination or expiration of the existing
rights or warrants without exercise by any of the holders thereof). In addition,
in the event of any distribution (or deemed distribution) of rights or warrants,
or any Trigger Event or other event (of the type described in the preceding
sentence) with respect thereto that was counted for purposes of calculating a
distribution amount for which an adjustment to the Base Exchange Rate under this
Section 14.11 was made, (1) in the case of any such rights or warrants that
shall all have been redeemed or repurchased without exercise by any holders
thereof, the Base Exchange Rate shall be readjusted upon such final redemption
or repurchase to give effect to such distribution or Trigger Event, as the case
may be, as though it were a cash distribution, equal to the per share redemption
or repurchase price received by a holder or holders of Common Stock with respect
to such rights or warrants (assuming such holder had retained such rights or
warrants), made to all holders of Common Stock as of the date of such redemption
or repurchase, and (2) in the case of such rights or warrants that shall have
expired or been terminated without exercise thereof, the Base Exchange Rate
shall be readjusted as if such expired or terminated rights and warrants had not
been issued.

         For purposes of this Section 14.11(d) and Section 14.11(a) and (b), any
dividend or distribution to which this Section 14.11(d) is applicable that also
includes shares of Common Stock, or rights or warrants to subscribe for or
purchase shares of Common Stock (or both), shall be deemed instead to be (1) a
dividend or distribution of the evidences of indebtedness, assets or shares of

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capital stock other than such shares of Common Stock or rights or warrants (and
any Base Exchange Rate adjustment required by this Section 14.11(d) with respect
to such dividend or distribution shall then be made) immediately followed by (2)
a dividend or distribution of such shares of Common Stock or such rights or
warrants (and any further Base Exchange Rate adjustment required by Sections
14.11(a) and 14.11(b) with respect to such dividend or distribution shall then
be made), except (A) the Record Date of such dividend or distribution shall be
substituted as "the date fixed for the determination of stockholders entitled to
receive such dividend or other distribution", "the date fixed for the
determination of stockholders entitled to receive such rights or warrants" and
"the date fixed for such determination" within the meaning of Section 14.11(a)
and 14.11(b) and (B) any shares of Common Stock included in such dividend or
distribution shall not be deemed "outstanding at the close of business on the
date fixed for such determination" within the meaning of Section 14.11(a).

         (e)      In case LIN TV shall, by dividend or otherwise, distribute to
all holders of its Common Stock cash, excluding any dividend or distribution in
connection with the liquidation, dissolution or winding up of LIN TV, whether
voluntary or involuntary, to the extent that the aggregate amount of cash
distributions per share of Common Stock in any twelve month period exceeds the
greater of (x) the annualized amount per share of Common Stock of the next
preceding quarterly cash dividend on the Common Stock to the extent that such
preceding quarterly dividend did not require any adjustment of the Base Exchange
Rate pursuant to this Section 14.11(e) (as adjusted to reflect subdivisions, or
combinations of the Common Stock), and (y) 5% of the average of the Closing Sale
Price during the ten Trading Days immediately prior to the date of declaration
of such dividend, then, in such case, the Base Exchange Rate shall be increased
so that the same shall equal the rate determined by multiplying the Base
Exchange Rate in effect immediately prior to the close of business on such
record date by a fraction,

                  (i)      the numerator of which shall be the Current Market
         Price on such record date; and

                  (ii)     the denominator of which shall be the Current Market
         Price on such record date less the amount of cash so distributed (in
         the case of a distribution that is a quarterly dividend, including only
         the amount of cash distributed in excess of the threshold set forth
         above) applicable to one share of Common Stock,

such adjustment to be effective immediately prior to the opening of business on
the day following the record date; provided that if the portion of the cash so
distributed applicable to one share of Common Stock is equal to or greater than
the Current Market Price on the record date, in lieu of the foregoing
adjustment,

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adequate provision shall be made so that each Holder shall have the right to
receive upon exchange the amount of cash such holder would have received had
such holder exchanged each Security on the Record Date. If such dividend or
distribution is not so paid or made, the Base Exchange Rate shall again be
adjusted to be the Base Exchange Rate that would then be in effect if such
dividend or distribution had not been declared. If any adjustment is required to
be made as set forth in this Section 14.11(e) as a result of a distribution that
is a quarterly dividend, such adjustment shall be based upon the amount by which
such distribution exceeds the amount of the quarterly cash dividend permitted to
be excluded pursuant hereto. If an adjustment is required to be made as set
forth in this Section 14.11(e) above as a result of a distribution that is not a
quarterly dividend, such adjustment shall be based upon the full amount of the
distribution.

         (f)      In case a tender or exchange offer made by LIN TV or any
Subsidiary for all or any portion of the Common Stock shall expire and such
tender or exchange offer (as amended upon the expiration thereof) shall require
the payment to stockholders of consideration per share of Common Stock having a
Fair Market Value (as determined by the Board of Directors, whose determination
shall be conclusive and described in a resolution of the Board of Directors)
that as of the last time (the "EXPIRATION TIME") tenders or exchanges may be
made pursuant to such tender or exchange offer (as it may be amended) exceeds
the Closing Sale Price of a share of Common Stock on the Trading Day next
succeeding the Expiration Time, the Base Exchange Rate shall be increased so
that the same shall equal the rate determined by multiplying the Base Exchange
Rate in effect immediately prior to the Expiration Time by a fraction,

                  (i)      the numerator of which shall be the sum of (x) the
         Fair Market Value (determined as aforesaid) of the aggregate
         consideration payable to stockholders based on the acceptance (up to
         any maximum specified in the terms of the tender or exchange offer) of
         all shares validly tendered or exchanged and not withdrawn as of the
         Expiration Time (the shares deemed so accepted up to any such maximum,
         being referred to as the "PURCHASED SHARES") and (y) the product of the
         number of shares of Common Stock outstanding (less any Purchased
         Shares) at the Expiration Time and the Closing Sale Price of a share of
         Common Stock on the Trading Day next succeeding the Expiration Time,
         and

                  (ii)     the denominator of which shall be the number of
         shares of Common Stock outstanding (including any tendered or exchanged
         shares) at the Expiration Time multiplied by the Closing Sale Price of
         a share of Common Stock on the Trading Day next succeeding the
         Expiration Time,

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such adjustment to become effective immediately prior to the opening of business
on the day following the Expiration Time. If LIN TV is obligated to purchase
shares pursuant to any such tender or exchange offer, but LIN TV is permanently
prevented by applicable law from effecting any such purchases or all such
purchases are rescinded, the Base Exchange Rate shall again be adjusted to be
the Base Exchange Rate that would then be in effect if such tender or exchange
offer had not been made.

         (g)      If LIN TV pays a dividend or makes a distribution to all
holders of its Common Stock consisting of capital stock of any class or series,
or similar equity interests, of or relating to a Subsidiary or other business
unit of LIN TV, the Base Exchange Rate shall be increased so that the same shall
be equal to the rate determined by multiplying the Base Exchange Rate in effect
on the Record Date with respect to such distribution by a fraction,

                  (i)      the numerator of which shall be the sum of (A) the
         average of the Closing Sale Prices of the Common Stock for the ten (10)
         Trading Days commencing on and including the fifth Trading Day after
         the date on which "ex-dividend trading" commences for such dividend or
         distribution on The New York Stock Exchange or such other national or
         regional exchange or market which such securities are then listed or
         quoted (the "EX-DIVIDEND DATE") plus (B) the fair market value of the
         securities distributed in respect of each share of Common Stock for
         which this Section 14.11(g) applies and shall equal the number of
         securities distributed in respect of each share of Common Stock
         multiplied by the average of the closing sale prices of those
         securities distributed for the ten (10) Trading Days commencing on and
         including the fifth Trading Day after the Ex-Dividend Date; and

                  (ii)     the denominator of which shall be the average of the
         Closing Sale Prices of the Common Stock for the ten (10) Trading Days
         commencing on and including the fifth Trading Day after the Ex-Dividend
         Date,

such adjustment to become effective immediately prior to the opening of business
on the day following fifteenth Trading Day after the Ex-Dividend Date; provided
that if (x) the average of the Closing Sale Prices of the Common Stock for the
ten (10) Trading Days commencing on and including the fifth Trading Day after
the Ex-Dividend Date minus (y) the fair market value of the securities
distributed in respect of each share of Common Stock for which this Section
14.11(g) applies (as calculated in Section 14.11(g)(i)(B) above) is less than
$1.00, then the adjustment provided by for by this Section 14.11(g) shall not be
made and in lieu thereof the provisions of Section 14.14 shall apply to such
distribution.

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         (h)      If any adjustment or readjustment is made to the Base Exchange
Rate pursuant to this Section 14.11, the same proportional adjustment shall be
made to the Incremental Share Factor, the Maximum Exchange Rate and any Fixed
Exchange Rate.

         (i)      For purposes of this Section 14.11, the following terms shall
have the meaning indicated:

                  (i)      "CURRENT MARKET PRICE" shall mean the average of the
         daily Closing Sale Prices per share of Common Stock for the ten
         consecutive Trading Days selected by the Issuer commencing no more than
         30 Trading Days before and ending not later than the earlier of such
         date of determination and the day before the "EX" date with respect to
         the issuance, distribution, subdivision or combination requiring such
         computation immediately prior to the date in question. For purpose of
         this paragraph, the term "EX" date, (1) when used with respect to any
         issuance or distribution, means the first date on which the Common
         Stock trades, regular way, on the relevant exchange or in the relevant
         market from which the Closing Sale Price was obtained without the right
         to receive such issuance or distribution, and (2) when used with
         respect to any subdivision or combination of shares of Common Stock,
         means the first date on which the Common Stock trades, regular way, on
         such exchange or in such market after the time at which such
         subdivision or combination becomes effective.

         If another issuance, distribution, subdivision or combination to which
Section 14.11 applies occurs during the period applicable for calculating
"CURRENT MARKET PRICE" pursuant to the definition in the preceding paragraph,
"CURRENT MARKET PRICE" shall be calculated for such period in a manner
determined by the Board of Directors to reflect the impact of such issuance,
distribution, subdivision or combination on the Closing Sale Price of the Common
Stock during such period.

                  (ii)     "FAIR MARKET VALUE" shall mean the amount which a
         willing buyer would pay a willing seller in an arm's-length
         transaction.

                  (iii)    "RECORD DATE" shall mean, with respect to any
         dividend, distribution or other transaction or event in which the
         holders of Common Stock have the right to receive any cash, securities
         or other property or in which the Common Stock (or other applicable
         security) is exchanged for or converted into any combination of cash,
         securities or other property, the date fixed for determination of
         stockholders entitled to receive such cash, securities or other
         property (whether such date is fixed by the Board of Directors or by
         statute, contract or otherwise).

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         (j)      The Issuer may make such increases in the Base Exchange Rate
in addition to those required by Section 14.11(a), (b), (c), (d), (e), (f) or
(g) as the Board of Directors considers to be advisable to avoid or diminish any
income tax to holders of Common Stock or rights to purchase Common Stock
resulting from any dividend or distribution of stock (or rights to acquire
stock) or from any event treated as such for income tax purposes.

         To the extent permitted by applicable law, the Issuer from time to time
may increase the Base Exchange Rate by any amount for any period of time if the
period is at least twenty (20) days, the increase is irrevocable during the
period and the Board of Directors shall have made a determination that such
increase would be in the best interests of the Issuer, which determination shall
be conclusive. Whenever the Base Exchange Rate is increased pursuant to the
preceding sentence, the Issuer shall mail to Holders a notice of the increase at
least fifteen (15) days prior to the date the increased Base Exchange Rate takes
effect, and such notice shall state the increased Base Exchange Rate (and, as
applicable, the Incremental Share Factor, the Maximum Exchange Rate and any
Fixed Exchange Rate) and the period during which they will be in effect.

         (k)      No adjustment in the Base Exchange Rate (and, as applicable,
the Incremental Share Factor, the Maximum Exchange Rate and any Fixed Exchange
Rate) shall be required unless such adjustment would require an increase or
decrease of at least one percent (1%) in such rate; provided that any
adjustments that by reason of this Section 14.11(k) are not required to be made
shall be carried forward and taken into account in any subsequent adjustment.
All calculations under this Article 14 shall be made by the Issuer and shall be
made to the nearest cent or to the nearest one-ten thousandth (1/10,000) of a
share, as the case may be. No adjustment need be made for rights to purchase
Common Stock pursuant to a LIN TV plan for reinvestment of dividends or interest
or, except as set forth in this Article 14, for any issuance of Common Stock or
exchangeable or exchangeable securities or rights to purchase Common Stock or
exchangeable or exchangeable securities. To the extent the Securities become
exchangeable into cash, assets, property or securities (other than capital stock
of LIN TV), subject to Section 14.14, no adjustment need be made thereafter as
to the cash, assets, property or such securities. Interest will not accrue on
any cash into which the Securities are exchangeable.

         (l)      Whenever the Base Exchange Rate (and, as applicable, the
Incremental Share Factor, the Maximum Exchange Rate and any Fixed Exchange Rate)
is adjusted as herein provided, the Issuer shall promptly file with the Trustee
and any Exchange Agent other than the Trustee an Officers' Certificate setting
forth the Base Exchange Rate (and, as applicable, the Incremental Share Factor,
the Maximum Exchange Rate and any Fixed Exchange Rate) after such adjustment and
setting forth a brief statement of the

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<PAGE>

facts requiring such adjustment. Unless and until a Responsible Officer of the
Trustee or Exchange Agent shall have received such Officers' Certificate, the
Trustee or Exchange Agent, as the case may be, shall not be deemed to have
knowledge of any adjustment of the Base Exchange Rate (and, as applicable, the
Incremental Share Factor, the Maximum Exchange Rate and any Fixed Exchange Rate)
and may assume that the last Base Exchange Rate (and, as applicable, the
Incremental Share Factor, the Maximum Exchange Rate and any Fixed Exchange Rate)
of which it has knowledge is still in effect. Promptly after delivery of such
certificate, the Issuer shall prepare a notice of such adjustment of the Base
Exchange Rate (and, as applicable, the Incremental Share Factor, the Maximum
Exchange Rate and any Fixed Exchange Rate) setting forth the adjusted Base
Exchange Rate (and, as applicable, the Incremental Share Factor, the Maximum
Exchange Rate and any Fixed Exchange Rate) and the date on which each adjustment
becomes effective and shall mail such notice of such adjustment of the Base
Exchange Rate (and, as applicable, the Incremental Share Factor, the Maximum
Exchange Rate and any Fixed Exchange Rate) to the Holder of each Security at his
last address appearing on the Security Register within twenty (20) days after
execution thereof. Failure to deliver such notice shall not affect the legality
or validity of any such adjustment.

         (m)      In any case in which this Section 14.11 provides that an
adjustment shall become effective immediately after (1) a record date or Record
Date for an event, (2) the date fixed for the determination of stockholders
entitled to receive a dividend or distribution pursuant to Section 14.11(a),
(3) a date fixed for the determination of stockholders entitled to receive
rights or warrants pursuant to Section 14.11(b), or (4) the Expiration Time for
any tender or exchange offer pursuant to Section 14.11(f) (each a
"DETERMINATION DATE"), the Issuer may elect to defer until the occurrence of
the applicable Adjustment Event (as hereinafter defined) (x) issuing to the
holder of any Security exchanged after such Determination Date and before the
occurrence of such Adjustment Event, the additional shares of Common Stock or
other securities issuable upon such exchange by reason of the adjustment
required by such Adjustment Event over and above the Common Stock issuable upon
such exchange before giving effect to such adjustment and (y) paying to such
holder any amount in cash in lieu of any fraction pursuant to Section 14.08.
For purposes of this Section 14.11(m), the term "ADJUSTMENT EVENT" shall mean:

                  (i)      in any case referred to in clause (1) hereof, the
         occurrence of such event,

                  (ii)     in any case referred to in clause (2) hereof, the
         date any such dividend or distribution is paid or made,

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                  (iii)    in any case referred to in clause (3) hereof, the
         date of expiration of such rights or warrants, and

                  (iv)     in any case referred to in clause (4) hereof, the
         date a sale or exchange of Common Stock pursuant to such tender or
         exchange offer is consummated and becomes irrevocable.

         (n)      For purposes of this Section 14.11, the number of shares of
Common Stock at any time outstanding shall not include shares held in the
treasury of LIN TV, unless such treasury shares participate in any distribution
or dividend that requires an adjustment pursuant to this Section 14.11, but
shall include shares issuable in respect of scrip certificates issued in lieu of
fractions of shares of Common Stock.

         Section 14.12. Other Adjustments.

         (a)      The Issuer shall be entitled to make such increases in the
Base Exchange Rate (and, as applicable, the Incremental Share Factor, the
Maximum Exchange Rate and any Fixed Exchange Rate), in addition to those
required by Section 14.11, as in its discretion shall determine to be advisable
in order that any stock dividends, subdivisions of shares, distributions of
rights to purchase stock or securities or distributions of securities
exchangeable into or exchangeable for stock hereafter made by LIN TV to its
stockholders shall not be taxable.

         (b)      To the extent permitted by applicable law, the Issuer from
time to time may increase the regular interest rate on the Securities by any
amount for any period of time so long as such increase (i) is effective as of
the beginning of an Interest Payment Period, (ii) ceases to be effective as of
the end of an Interest Payment Period, (iii) is irrevocable during such period
and (iv) the Board of Directors shall have made a determination that such
increase would be in the best interests of the Issuer, which determination shall
be conclusive. Whenever the regular interest rate is increased pursuant to the
preceding sentence, the Issuer shall provide notice to Holders of the Securities
of such increase at least twenty (20) days prior to the Interest Payment Date on
which such increase takes effect, and such notice shall state (x) the increased
regular interest rate and (y) the period during which it will be in effect.

         Section 14.13. Notice of Certain Transactions. In the event that:

                  (i)      LIN TV takes any action which would require an
         adjustment in the Exchange Rate;

                  (ii)     LIN TV takes any action that requires a supplemental
         indenture pursuant to Section 14.14; or

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<PAGE>

                  (iii)    there is a dissolution or liquidation of LIN TV or
         the Issuer;

the Issuer shall mail to Holders and file with the Trustee a notice stating the
proposed record or effective date, as the case may be. The Issuer shall mail the
notice at least fifteen days before such date. Failure to mail such notice or
any defect therein shall not affect the validity of any transaction referred to
in clause (i), (ii) or (iii) of this Section 14.13.

         Section 14.14. Effect of Reclassification, Consolidation, Merger or
Sale on Exchange Privilege. If any of the following events occur, namely (i) any
reclassification or change of the outstanding shares of Common Stock (other than
a subdivision or combination to which Section 14.11(c) applies), (ii) any
consolidation, merger or combination of LIN TV with another Person as a result
of which holders of Common Stock shall be entitled to receive stock, other
securities or other property or assets (including cash) with respect to or in
exchange for such Common Stock, or (iii) any sale or conveyance of all or
substantially all of the properties and assets of LIN TV to any other Person as
a result of which holders of Common Stock shall be entitled to receive stock,
other securities or other property or assets (including cash) with respect to or
in exchange for such Common Stock, then the Issuer and each Guarantor (or the
successor or purchasing Person, as the case may be) shall execute with the
Trustee a supplemental indenture (which shall comply with the Trust Indenture
Act as in force at the date of execution of such supplemental indenture)
providing that each Security shall be exchangeable into the kind and amount of
shares of stock, other securities or other property or assets (including cash)
receivable upon such reclassification, change, consolidation, merger,
combination, sale or conveyance by a holder of a number of shares of Common
Stock issuable upon exchange of such Securities (assuming, for such purposes, a
sufficient number of authorized shares of Common Stock are available to exchange
all such Securities) immediately prior to such reclassification, change,
consolidation, merger, combination, sale or conveyance assuming such holder of
Common Stock did not exercise his rights of election, if any, as to the kind or
amount of stock, other securities or other property or assets (including cash)
receivable upon such reclassification, change, consolidation, merger,
combination, sale or conveyance (provided that, if the kind or amount of stock,
other securities or other property or assets (including cash) receivable upon
such reclassification, change, consolidation, merger, combination, sale or
conveyance is not the same for each share of Common Stock in respect of which
such rights of election shall not have been exercised ("NON-ELECTING SHARE"),
then for the purposes of this Section 14.14 the kind and amount of stock, other
securities or other property or assets (including cash) receivable upon such
reclassification, change, consolidation, merger, combination, sale or conveyance
for each non-electing share shall be deemed to be the kind and amount so
receivable per share

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<PAGE>

by a plurality of the non-electing shares). Such supplemental indenture shall
provide for adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Article 14.

         The Issuer shall cause notice of the execution of such supplemental
indenture to be mailed to each Holder of Securities, at its address appearing on
the Security register, within twenty (20) days after execution thereof and shall
issue a press release containing such information and publish such information
on its website on the World Wide Web. Failure to deliver such notice shall not
affect the legality or validity of such supplemental indenture.

         The above provisions of this Section shall similarly apply to
successive reclassifications, changes, consolidations, mergers, combinations,
sales and conveyances.

         If this Section 14.14 applies to any event or occurrence, Section 14.11
shall not apply.

         Section 14.15. Trustee's Disclaimer. The Trustee shall have no duty to
determine when an adjustment under this Article should be made, how it should be
made or what such adjustment should be, but may accept as conclusive evidence of
that fact or the correctness of any such adjustment, and shall be protected in
relying upon, an Officers' Certificate including the Officers' Certificate with
respect thereto which the Issuer is obligated to file with the Trustee pursuant
to Section 14.11(l). The Trustee makes no representation as to the validity or
value of any securities or assets issued upon exchange of Securities, and the
Trustee shall not be responsible for the Issuer's failure to comply with any
provisions of this Article.

         The Trustee shall not be under any responsibility to determine the
correctness of any provisions contained in any supplemental indenture executed
pursuant to Section 14.14, but may accept as conclusive evidence of the
correctness thereof, and shall be fully protected in relying upon, the Officers'
Certificate with respect thereto which the Issuer is obligated to file with the
Trustee pursuant to Section 14.11(l).

         Section 14.16. Rights Issued in Respect of Common Stock Issued Upon
Exchange. Each share of Common Stock issued upon exchange of Securities pursuant
to this Article 14 shall be entitled to receive the appropriate number of common
stock or preferred stock purchase rights, as the case may be (the "RIGHTS"), if
any, that shares of Common Stock are entitled to receive and the certificates
representing the Common Stock issued upon such exchange shall bear such legends,
if any, in each case as may be provided by the terms of any shareholder rights
agreement adopted by LIN TV, as the same may be amended from time to time (in
each case, a "RIGHTS AGREEMENT"). Provided that such

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Rights Agreement requires that each share of Common Stock issued upon exchange
of Securities at any time prior to the distribution of separate certificates
representing the Rights be entitled to receive such Rights, then,
notwithstanding anything else to the contrary in this Article 14, there shall
not be any adjustment to the exchange privilege or Base Exchange Rate (and as
applicable, the Incremental Share Factor, the Maximum Exchange Rate and any
Fixed Exchange Rate) as a result of the issuance of Rights, but an adjustment to
the Base Exchange Rate (and as applicable, the Incremental Share Factor, the
Maximum Exchange Rate and any Fixed Exchange Rate) shall be made pursuant to
Section 14.11(d) upon the separation of the Rights from the Common Stock.

         Section 14.17. Issuer Determination Final. Any determination that the
Issuer or the Board of Directors must make pursuant to Sections 14.07, 14.08,
14.11, 14.12 or 14.14 shall be conclusive.

                                   ARTICLE 15
                          PURCHASE AT OPTION OF HOLDERS

         Section 15.01. Right to Require Purchase.

         (a)      Each Holder has the right to require the Issuer to purchase
all or a portion of the Securities held by such Holder on May 15, 2008, 2013,
2018, 2023, and 2028, or if any such day is not a Business Day, on the
immediately succeeding Business Day (each, a "PURCHASE DATE").

         (b)      The Issuer shall give notice of each Purchase Date and of the
procedures set forth in Section 15.02 that each Holder must follow to exercise
its purchase right to each Holder at its address set forth in the Security
Register and to the Depositary, not later than 21 Business Days prior to each
Purchase Date.

         Section 15.02. Purchase Procedures. If the Holders have the right to
require the purchase of Securities pursuant to Section 15.01, the Issuer shall
purchase such Securities for cash at a Purchase Price equal to 100% of the
Principal Amount thereof, plus accrued and unpaid interest (including Contingent
Interest and Liquidated Damages, if any) to, but excluding, the Purchase Date
(the "PURCHASE PRICE") (provided that if the Purchase Date is any day during the
period from the close of business on any Regular Record Date immediately
preceding any Interest Payment Date to the close of business on such Interest
Payment Date, any accrued and unpaid interest, Contingent Interest or Liquidated
Damages, shall be paid to the Holder of record as of the applicable Regular
Record Date, rather than to the Holder presenting the Security for purchase), at
the option of the Holder thereof, upon:

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<PAGE>

         (a)      delivery to the Paying Agent by the Holder of a written notice
of purchase (a "PURCHASE NOTICE") at any time from the opening of business on
the date that is 21 Business Days prior to a Purchase Date until the close of
business on such Purchase Date stating:

                  (i)      if a certificated Security has been issued, the
         certificate number of the Security which the Holder will deliver to be
         purchased or if not, such information as may be required under
         applicable procedures of the Depositary,

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

                  (iii)    that such Security shall be purchased as of the
         applicable Purchase Date pursuant to this Article 15; and

         (b)      delivery of such Security to the Paying Agent prior to, on or
after the Purchase Date (together with all necessary endorsements) at the
offices of the Paying Agent, such delivery being a condition to receipt by the
Holder of the Purchase Price therefor; provided, however, that such Purchase
Price shall be so paid pursuant to this Article only if the Security so
delivered to the Paying Agent shall conform in all respects to the description
thereof in the related Purchase Notice.

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

         Any purchase by the Issuer contemplated pursuant to the provisions of
this Article shall be consummated by the payment of the Purchase Price to be
received by the Holder in cash promptly following the later of the Purchase Date
and the time of delivery of the Security as set forth in Section 15.04.

         Notwithstanding anything herein to the contrary, any Holder delivering
to the Paying Agent the Purchase Notice contemplated by this Section 15.02 shall
have the right to withdraw such Purchase Notice at any time prior to the close
of business on the Purchase Date by delivery of a written notice of withdrawal
to the Paying Agent in accordance with Section 15.03.

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

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         Anything herein to the contrary notwithstanding, in the case of Global
Securities, any Purchase Notice may be delivered or withdrawn and such
Securities may be surrendered or delivered for purchase in accordance with the
applicable procedures of the Depositary as in effect from time to time.

         The Issuer may, at its option, specify additional dates on which
Holders will have the right to require it to purchase Securities upon written
notice to the Paying Agent, the Trustee and the Holders. Such notice shall
specify the additional dates upon which the Issuer shall be required to purchase
the Securities at the option of the Holders and shall be delivered to the Paying
Agent, the Trustee and the Holders no less than 25 Business Days prior to the
earliest purchase date specified in such notice.

         Section 15.03. Effect of Purchase Notice. Upon receipt by the Paying
Agent of the Purchase Notice specified in Section 15.02(a), the Holder of the
Security in respect of which such Purchase Notice was given shall (unless such
Purchase Notice is withdrawn as specified in the following two paragraphs)
thereafter be entitled to receive solely the Purchase Price with respect to such
Security. Such Purchase Price shall be paid to such Holder, subject to receipt
of funds by the Paying Agent, promptly following the later of (x) the Purchase
Date with respect to such Security (provided the conditions in Section 15.02
have been satisfied) and (y) the time of delivery of such Security to the Paying
Agent by the Holder thereof in the manner required by Section 15.02. Securities
in respect of which a Purchase Notice has been given by the Holder thereof may
not be exchanged pursuant to Article 14 hereof on or after the date of the
delivery of such Purchase Notice unless such Purchase Notice has first been
validly withdrawn as specified in the following two paragraphs.

         A Purchase Notice may be withdrawn by means of a written notice of
withdrawal delivered to the office of the Paying Agent in accordance with the
Purchase Notice at any time prior to the close of business on the applicable
Purchase Date specifying:

                  (i)      if certificated Securities have been issued, the
         certificate number of the Security in respect of which such notice of
         withdrawal is being submitted, or if not, such information as may be
         required under appropriate procedures of the Depositary;

                  (ii)     the Principal Amount of the Security with respect to
         which such notice of withdrawal is being submitted; and

                  (iii)    the Principal Amount, if any, of such Security that
         remain subject to the original Purchase Notice and have been or will be
         delivered for purchase by the Issuer.

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         There shall be no purchase of any Securities pursuant to this Article
15 if there has occurred (prior to, on or after, as the case may be, the giving,
by the Holders of such Securities, of the required Purchase Notice) and is
continuing an Event of Default (other than a default in the payment of the
Purchase Price with respect to such Securities). The Paying Agent will promptly
return to the respective Holders thereof any Securities (x) with respect to
which a Purchase Notice has been withdrawn in compliance with this Indenture, or
(y) held by it during the continuance of an Event of Default (other than a
default in the payment of the Purchase Price with respect to such Securities) in
which case, upon such return, the Purchase Notice with respect thereto shall be
deemed to have been withdrawn.

         Section 15.04. Deposit of Purchase Price. Prior to 11:00 a.m. (New York
City time) on the Business Day immediately following the Purchase Date, the
Issuer shall deposit with the Trustee or with the Paying Agent an amount of cash
(in immediately available funds if deposited on such Business Day) sufficient to
pay the aggregate Purchase Price of all of the Securities or portions thereof
which are to be purchased as of the Purchase Date. The manner in which the
deposit required by this Section 15.04 is made by the Issuer shall be at the
option of the Issuer, provided, however, that such deposit shall be made in a
manner such that the Trustee or a Paying Agent shall have immediately available
funds on the date of deposit.

         If a Paying Agent holds, in accordance with the terms hereof, cash
sufficient to pay the Purchase Price of any Security for which a Purchase Notice
has been tendered and not withdrawn in accordance with this Indenture on the
Business Day following the Purchase Date then, immediately following such
Purchase Date, such Security will cease to be outstanding, interest (including
Contingent Interest and Liquidated Damages, if any) will cease to accrue and the
rights of the Holder in respect thereof shall terminate (other than the right to
receive the Purchase Price as aforesaid).

         Section 15.05. Securities Purchased in Part. Any Security which is to
be purchased only in part shall be surrendered at the office of the Paying Agent
(with, if the Issuer, the Paying Agent or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Issuer, the Paying Agent or the Trustee duly executed by, the Holder thereof or
such Holder's attorney duly authorized in writing) and the Issuer shall execute
and the Trustee, or any Authenticating Agent, shall authenticate and deliver to
the Holder of such Security, without service charge except for any taxes to be
paid by the Holder in the event a Security is registered under a new name, a new
Security or Securities, of any authorized denomination as requested by such
Holder in aggregate Principal Amount equal to, and in exchange for, the portion
of the Principal Amount of the Security so surrendered which is not purchased.

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<PAGE>

         Section 15.06. Repayment to the Issuer. The Trustee and the Paying
Agent shall return to the Issuer any cash that remains unclaimed for two years,
subject to applicable unclaimed property law, together with interest, if any,
thereon held by them for the payment of the Purchase Price, provided, however,
that to the extent that the aggregate amount of cash or Common Stock deposited
by the Issuer pursuant to Section 15.04 exceeds the aggregate Purchase Price of
the Securities or portions thereof which the Issuer is obligated to purchase as
of the Purchase Date, then promptly after the Business Day following the
Purchase Date, the Trustee or the Paying Agent, as applicable, shall return any
such excess to the Issuer. Thereafter, any Holder entitled to payment must look
to the Issuer for payment as general creditors, unless an applicable abandoned
property law designates another Person.

                                   ARTICLE 16
             PURCHASE AT OPTION OF HOLDER UPON A FUNDAMENTAL CHANGE

         Section 16.01. Right to Require Purchase.

         (a)      If at any time prior to Stated Maturity Date that Securities
remain outstanding there shall occur a Fundamental Change, Securities shall be
purchased by the Issuer in integral multiples of $1,000 Principal Amount at the
option of the Holders thereof as of the date specified by the Issuer that is not
less than 20 Business Days nor more than 35 Business Days after the occurrence
of the Fundamental Change (the "FUNDAMENTAL CHANGE PURCHASE DATE") subject to
satisfaction by or on behalf of any Holder of the requirements set forth in
subsection (c) of this Section 16.01. The purchase price of such Securities (the
"FUNDAMENTAL CHANGE PURCHASE PRICE") shall be equal to 100% of the Principal
Amount of the Securities to be purchased plus accrued and unpaid interest
(including Contingent Interest and Liquidated Damages, if any) to, but
excluding, the Fundamental Change Purchase Date, unless such Fundamental Change
Purchase Date falls after a Regular Record Date and on or prior to the
corresponding Interest Payment Date, in which case the Issuer shall pay the full
amount of accrued and unpaid interest (including Contingent Interest and
Liquidated Damages, if any) payable on such Interest Payment Date to the holder
of record at the close of business on such Regular Record Date.

         A "FUNDAMENTAL CHANGE" is any transaction or event (whether by means of
an exchange offer, liquidation, tender offer, consolidation, merger,
combination, reclassification, recapitalization or otherwise) in connection with
which all or substantially all of the Common Stock is exchanged for, converted
into, acquired for or constitutes solely the right to receive consideration
which is not all or substantially all common stock that:

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                  (i)      is listed on, or immediately after the transaction or
         event will be listed on, a United States national securities exchange,
         or

                  (ii)     is approved, or immediately after the transaction or
         event will be approved, for quotation on NASDAQ or any similar United
         States system of automated dissemination of quotations of securities
         prices.

         (b)      Within 15 Business Days after the occurrence of a Fundamental
Change, the Issuer shall mail a written notice of the Fundamental Change to the
Trustee and any Paying Agent and to each Holder.

         The notice shall include the form of a Fundamental Change Purchase
Notice to be completed by the Holder and shall state:

                  (i)      the date of such Fundamental Change and, briefly, the
         events causing such Fundamental Change;

                  (ii)     the date by which the Fundamental Change Purchase
         Notice pursuant to this Section 16.01 must be given;

                  (iii)    the Fundamental Change Purchase Date;

                  (iv)     the Fundamental Change Purchase Price that will be
         accrued and payable with respect to the Securities as of the
         Fundamental Change Purchase Date;

                  (v)      briefly, the exchange rights of the Securities;

                  (vi)     the name and address of each Paying Agent and
         Exchange Agent;

                  (vii)    the Base Exchange Rate, the Maximum Exchange Rate and
         the current Exchange Rate (using the Applicable Stock Price as
         determined as of the Business Day prior to the date on which the notice
         pursuant to this Section 16.01(b) is mailed by the Issuer to the
         Trustee or Paying Agent and assuming a Exchange Date eight Trading Days
         prior to such date), and any adjustments thereto;

                  (viii)   that Securities as to which a Fundamental Change
         Purchase Notice has been given may be exchanged for Common Stock
         pursuant to Article 14 only to the extent that the Fundamental Change
         Purchase Notice has been withdrawn in accordance with the terms of this
         Indenture;

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<PAGE>

                  (ix)     the procedures that the Holder must follow to
         exercise rights under this Section 16.01;

                  (x)      the procedures for withdrawing a Fundamental Change
         Purchase Notice, including a form of notice of withdrawal;

                  (xi)     that the Holder must satisfy the requirements set
         forth in the Securities in order to exchange the Securities; and

                  (xii)    the last date on which the purchase right may be
         exercised.

         If any of the Securities is in the form of a Global Security, then the
Issuer shall modify such notice to the extent necessary to accord with the
procedures of the Depositary applicable to the purchase of Global Securities.

         (c)      A Holder may exercise its rights specified in subsection (a)
of this Section 16.01 upon delivery of a written notice (which shall be in
substantially the form included as an attachment to the Securities and which may
be delivered by letter, overnight courier, hand delivery, facsimile transmission
or in any other written form and, in the case of Global Securities, may be
delivered electronically or by other means in accordance with the Depositary's
customary procedures) of the exercise of such rights (a "FUNDAMENTAL CHANGE
PURCHASE NOTICE") to any Paying Agent at any time prior to the close of business
on the Fundamental Change Purchase Date.

         The delivery of such Security to any Paying Agent (together with all
necessary endorsements) at the office of such Paying Agent shall be a condition
to the receipt by the Holder of the Fundamental Change Purchase Price.

         The Issuer shall purchase from the Holder thereof, pursuant to this
Section 16.01, a portion of a Security if the Principal Amount of such portion
is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that
apply to the purchase of all of a Security pursuant to Section 16.01 through
Section 16.05 also apply to the purchase of such portion of such Security.

         Any purchase by the Issuer contemplated pursuant to the provisions of
this Section 16.01 shall be consummated by the delivery of the consideration to
be received by the Holder promptly following the later of the Fundamental Change
Purchase Date and the time of delivery of the Security to the Paying Agent in
accordance with this Section 16.01 as set forth in Section 16.02.

         Notwithstanding anything herein to the contrary, any Holder delivering
to a Paying Agent the Fundamental Change Purchase Notice contemplated by this
subsection (c) shall have the right to withdraw such Fundamental Change

                                       94

<PAGE>

Purchase Notice in whole or as to a portion thereof that is an Principal Amount
of $1,000 or an integral multiple thereof at any time prior to the close of
business on the Fundamental Change Purchase Date by delivery of a written notice
of withdrawal to the Paying Agent in accordance with Section 16.02.

         A Paying Agent shall promptly notify the Issuer of the receipt by it of
any Fundamental Change Purchase Notice or written withdrawal thereof.

         Anything herein to the contrary notwithstanding, in the case of Global
Securities, any Fundamental Change Purchase Notice may be delivered or withdrawn
and such Securities may be surrendered or delivered for purchase in accordance
with the applicable procedures of the Depositary as in effect from time to time.

         Section 16.02. Effect of Fundamental Change Purchase Notice.

         Upon receipt by any Paying Agent of the Fundamental Change Purchase
Notice specified in Section 16.01(c), the Holder of the Security in respect of
which such Fundamental Change Purchase Notice was given shall (unless such
Fundamental Change Purchase Notice is withdrawn as specified below) thereafter
be entitled to receive the Fundamental Change Purchase Price with respect to
such Security. Such Fundamental Change Purchase Price shall be paid to such
Holder promptly following the later of (a) the Fundamental Change Purchase Date
with respect to such Security (provided the conditions in Section 16.01(c) have
been satisfied) and (b) the time of delivery of such Security to a Paying Agent
by the Holder thereof in the manner required by Section 16.01(c). Securities in
respect of which a Fundamental Change Purchase Notice has been given by the
Holder thereof may not be exchanged into Common Stock on or after the date of
the delivery of such Fundamental Change Purchase Notice unless such Fundamental
Change Purchase Notice has first been validly withdrawn as specified in the
following paragraph.

         A Fundamental Change Purchase Notice may be withdrawn by means of a
written notice of withdrawal delivered to the office of the Paying Agent in
accordance with the Fundamental Change Purchase Notice at any time prior to the
close of business on the applicable Fundamental Change Purchase Date specifying:

                  (i)      if certificated Securities have been issued, the
         certificate numbers for Securities in respect of which such notice of
         withdrawal is being submitted, or if not, such information as required
         by the Depositary;

                                       95

<PAGE>

                  (ii)     the Principal Amount, in integral multiples of
         $1,000, of the Securities with respect to which such notice of
         withdrawal is being submitted; and

                  (iii)    the Principal Amount, if any, of such Securities that
         remain subject to the original Fundamental Change Purchase Notice and
         have been or will be delivered for purchase by the Issuer.

         There shall be no purchase of any Securities pursuant to this Article
if there has occurred (prior to, on or after, as the case may be, the giving, by
the Holders of such Securities, of the required Fundamental Change Purchase
Notice) and is continuing an Event of Default (other than a default in the
payment of the Fundamental Change Purchase Price with respect to such
Securities). The Paying Agent will promptly return to the respective Holders
thereof any Securities (x) with respect to which a Fundamental Change Purchase
Notice has been withdrawn in compliance with this Indenture, or (y) held by it
during the continuance of an Event of Default (other than a default in the
payment of the Fundamental Change Purchase Price with respect to such
Securities) in which case, upon such return, the Fundamental Change Purchase
Notice with respect thereto shall be deemed to have been withdrawn.

         Section 16.03. Deposit of Fundamental Change Purchase Price. On or
before 11:00 a.m. New York City time on the Business Day immediately following
the Fundamental Change Purchase Date, the Issuer shall deposit with the Trustee
or with a Paying Agent an amount of cash (in immediately available funds if
deposited on such Business Day) sufficient to pay the aggregate Fundamental
Change Purchase Price of all the Securities or portions thereof that are to be
purchased as of such Fundamental Change Purchase Date. The manner in which the
deposit required by this Section 16.03 is made by the Issuer shall be at the
option of the Issuer, provided, however, that such deposit shall be made in a
manner such that the Trustee or a Paying Agent shall have immediately available
funds on the date of such deposit.

         If a Paying Agent holds, in accordance with the terms hereof, money
sufficient to pay the Fundamental Change Purchase Price of any Security for
which a Fundamental Change Purchase Notice has been tendered (and not withdrawn
in accordance with this Indenture) on the Business Day following the Fundamental
Change Purchase Date then, immediately following the Fundamental Change Purchase
Date, such Security will cease to be outstanding, interest (including Contingent
Interest and Liquidated Damages, if any) will cease to accrue and the rights of
the Holder in respect thereof shall terminate (other than the right to receive
the Fundamental Change Purchase Price). The Issuer shall publicly announce the
Principal Amount of Securities purchased as a

                                       96

<PAGE>

result of such Fundamental Change on or as soon as practicable after the
Fundamental Change Purchase Date.

         Section 16.04. Securities Purchased in Part. Any Security that is to be
purchased only in part shall be surrendered at the office of a Paying Agent and
promptly after the Fundamental Change Purchase Date the Issuer shall execute and
the Trustee, or any Authenticating Agent, shall authenticate and deliver to the
Holder of such Security, without service charge (other than amounts to be paid
in respect of applicable transfer taxes), a new Security or Securities, of such
authorized denomination or denominations in integral multiples of $1,000
Principal Amount as may be requested by such Holder, in aggregate Principal
Amount equal to, and in exchange for, the portion of the Principal Amount of the
Security so surrendered that is not purchased.

         Section 16.05. Repayment to the Issuer. The Trustee and the Paying
Agent shall return to the Issuer any cash that remains unclaimed for two years,
subject to applicable unclaimed property law, together with interest, if any,
thereon held by them for the payment of the Fundamental Change Purchase Price;
provided, however, that to the extent that the aggregate amount of cash
deposited by the Issuer pursuant to Section 16.03 exceeds the aggregate
Fundamental Change Purchase Price of the Securities or portions thereof which
the Issuer is obligated to purchase as of the Fundamental Change Purchase Date,
then on the Business Day following the Purchase Date, the Trustee or Paying
Agent, as applicable, shall return any such excess to the Issuer. Thereafter,
any Holder entitled to payment must look to the Issuer for payment as general
creditors, unless an applicable abandoned property law designates another
Person.

                                    ARTICLE 17
                               CONTINGENT INTEREST

         Section 17.01. Contingent Interest. The Issuer will pay Contingent
Interest to Holders during any Interest Period commencing on or after May 15,
2008, if the average Trading Price of the Securities for the five Trading Day
measurement period immediately preceding the first day of the applicable
Interest Period (the "MEASUREMENT PERIOD") equals 120% or more of $1,000
Principal Amount of the Securities as of the first day of such Measurement
Period. The amount of Contingent Interest payable per $1,000 Principal Amount of
Securities in any Interest Period pursuant to this Section 17.01 will be equal
to 0.25% per annum of the average Trading Price of $1,000 Principal Amount of
Securities during the Measurement Period.

                                       97

<PAGE>

         Section 17.02. Payment of Contingent Interest. The Issuer shall pay
Contingent Interest owed pursuant to Section 17.01 for any Interest Period on
the Interest Payment Date immediately succeeding the applicable Interest Period
to Holders of Securities as of the Regular Record Date relating to such Interest
Payment Date.

         Section 17.03. Notice of Contingent Interest.

         (a)      As soon as practicable following the first Business Day of an
Interest Period for which Contingent Interest will be payable pursuant to
Section 17.01, the Issuer shall issue a press release containing this
information and publish the information on its website on the World Wide Web.

         (b)      On any Interest Payment Date on which Contingent Interest is
payable pursuant to this Article 17, the Issuer shall issue a press release
stating the amount of such Contingent Interest and setting forth the manner in
which such amount was calculated, and publish such information on its website on
the World Wide Web.

                                   ARTICLE 18
        IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS AND
                                   EMPLOYEES

         Section 18.01. Exemption From Individual Liability. No recourse under
or upon any obligation, covenant or agreement of this Indenture, or of any
Security, or for any claim based thereon or otherwise in respect thereof, shall
be had against any incorporator, stockholder, officer, director or employee, as
such, past, present or future, of the Issuer or any Guarantor or of any
successor corporation, either directly or through the Issuer or any such
Guarantor, whether by virtue of any constitution, statute or rule of law, or by
the enforcement of any assessment or penalty or otherwise; it being expressly
understood that this Indenture and the obligations issued hereunder are solely
corporate obligations of the Issuer and the Guarantors, and that no such
personal liability whatever shall attach to, or is or shall be incurred by, the
incorporators, stockholders, officers, directors or employees, as such, of the
Issuer or any Guarantor or of any successor corporation, or any of them,
because of the creation of the indebtedness hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this Indenture
or in any of the Securities or implied therefrom; and that any and all such
personal liability, either at common law or in equity or by constitution or
statute, of, and any and all such rights and claims against, every such
incorporator, stockholders, officer, director or employee, as such, because of
the creation of the indebtedness hereby authorized, or under or by reason of
the obligations, covenants or agreements

                                       98

<PAGE>

contained in this Indenture or in any of the Securities or implied therefrom,
are hereby expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issue of such
Securities.

                                   ARTICLE 19
                            MISCELLANEOUS PROVISIONS

         Section 19.01. Trust Indenture Act Controls. This Indenture is subject
to the provisions of the TIA that are required to be a part of this Indenture,
and shall, to the extent applicable, be governed by such provisions. If any
provision of this Indenture modifies any TIA provision that may be so modified,
such TIA provision shall be deemed to apply to this Indenture as so modified. If
any provision of this Indenture excludes any TIA provision that may be so
excluded, such TIA provision shall be excluded from this Indenture.

         The provisions of TIA Sections 310 through 317 that impose duties on
any Person (including the provisions automatically deemed included unless
expressly excluded by this Indenture) are a part of and govern this Indenture,
whether or not physically contained herein.

         Section 19.02. Notices. Any notice or communication shall be
sufficiently given if in writing and delivered in person, by facsimile and
confirmed by overnight courier, or mailed by first-class mail addressed as
follows:

                  if to the Issuer:

                           LIN Television Corporation
                           Four Richmond Square, Suite 200
                           Providence, Rhode Island 02906
                           Attention: Treasurer

                           Facsimile: (401) 273-8779
                           Telephone: (401) 454-2880

                  Copy to:

                                       99

<PAGE>

                           Hicks, Muse, Tate & Furst Incorporated
                           200 Crescent Court, Suite 1600
                           Dallas, Texas  75201
                           Attention: Lawrence D. Stuart, Jr.

                           Facsimile: (214) 740-7313
                           Telephone: (214) 740-7300

                  if to the Trustee:

                           The Bank of New York
                           101 Barclay Street, 8W
                           New York, NY 10286
                           Attention: Corporate Trust Department

                           Facsimile: (212) 815-5707
                           Telephone: (212) 815-5733

         The Issuer or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

         Any notice or communication mailed, first-class, postage prepaid, to a
Holder including any notice delivered in connection with TIA Section 310(b), TIA
Section 313(c), TIA Section 314(a) and TIA Section 315(b), shall be mailed to
him at his address as set forth on the Security register and shall be
sufficiently given to him if so mailed within the time prescribed. To the extent
required by the TIA, any notice or communication shall also be mailed to any
Person described in TIA Section 313(c).

         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. Except for a
notice to the Trustee, which is deemed given only when received, if a notice or
communication is mailed in the manner provided above, it is duly given, whether
or not the addressee receives it.

         Section 19.03. Communications by Holders with Other Holders. Holders
may communicate pursuant to TIA Section 312(b) with other Holders with respect
to their rights under this Indenture or the Securities. The Issuer, the Trustee,
the Registrar and any other person shall have the protection of TIA Section
312(c).

         Section 19.04. Certificate and Opinion as to Conditions Precedent. Upon
any request or application by the Issuer to the Trustee to take or refrain from
taking any action under this Indenture, the Issuer shall furnish to the Trustee
at the request of the Trustee:

                                       100

<PAGE>

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

         (b)      an Opinion of Counsel in form and substance satisfactory to
the Trustee stating that, in the opinion of such counsel, all such conditions
precedent have been complied with; provided, however, that with respect to
matters of fact an Opinion of Counsel may rely on an Officers' Certificate or
certificates of public officials.

         Section 19.05. Statements Required in Certificate. Each certificate
with respect to compliance with a condition or covenant provided for in this
Indenture shall include:

         (a)      a statement that the person making such certificate has read
such covenant or condition;

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

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

         (d)      a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

         Section 19.06. Rules by Trustee, Paying Agent, Exchange Agent
Registrar. The Trustee may make reasonable rules for action by or at a meeting
of Holders. The Paying Agent, Exchange Agent or Registrar may make reasonable
rules for its functions.

         Section 19.07. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL
GOVERN THIS INDENTURE, THE SECURITIES AND THE SUBSIDIARY GUARANTEES WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

         Section 19.08. No Recourse Against Others. No director, officer,
employee, incorporator or stockholder of the Issuer or any Guarantor, as such,
shall have any liability for any obligations of the Issuer or any Guarantor
under the Securities or the Affiliate Guarantees, as the case may be, or this
Indenture or

                                       101

<PAGE>

for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder by accepting a Security and the Affiliate Guarantees
waives and releases all such liability. The waiver and release are part of the
consideration for the issuance of the Securities and the Affiliate Guarantees.

         Section 19.09. Successors. All agreements of the Issuer in this
Indenture and the Securities shall bind its successor. All agreements of each
Guarantor in this Indenture shall bind its successor. All agreements of the
Trustee in this Indenture shall bind its successor.

         Section 19.10. 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.

         Section 19.11. Severability. In case any provision in this Indenture,
in the Securities or in the Affiliate Guarantees 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, and a Holder
shall have no claim therefor against any party hereto.

         Section 19.12. No Adverse Interpretation of Other Agreements. This
Indenture may not be used to interpret another indenture, loan or debt agreement
of the Issuer or a Subsidiary of the Issuer. Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.

         Section 19.13. Legal Holidays. If any Interest Payment Date falls on a
day that is not a Business Day, such Interest Payment Date will be postponed to
the next succeeding Business Day. If the Stated Maturity Date, Redemption Date,
Fundamental Change Purchase Date or Purchase Date of a Security would fall on a
day that is not a Business Day, the required payment of interest, if any, and
principal will be made on the next succeeding Business Day and no interest on
such payment will accrue for the period from and after the Stated Maturity Date,
Redemption Date, Fundamental Change Purchase Date or Purchase Date to such next
succeeding Business Day.

                  [Remainder of page intentionally left blank]

                                       102

<PAGE>

         IN WITNESS WHEREOF, the undersigned, being duly authorized, have
executed this Indenture on behalf of the respective parties hereto as of the
date first above written.

                                         LIN TELEVISION CORPORATION

                                         By: /s/ Denise M. Parent
                                             -----------------------------------
                                             Name:  Denise M. Parent
                                             Title: Vice President, Deputy
                                                    General Counsel

<PAGE>

                                         LIN TV CORP., as Guarantor

                                         By: /s/ Denise M. Parent
                                             -----------------------------------
                                             Name:  Denise M. Parent
                                             Title: Vice President, Deputy
                                                    General Counsel

<PAGE>

                                         AIRWAVES, INC.
                                         KXAN, INC.
                                         KXTX HOLDINGS, INC.
                                         LINBENCO, INC.
                                         LIN SPORTS, INC.
                                         LIN TELEVISION OF SAN JUAN, INC.
                                         LIN TELEVISION OF TEXAS, INC.
                                         PRIMELAND TELEVISION, INC.
                                         NORTH TEXAS BROADCASTING
                                           CORPORATION
                                         WNJX-TV, INC.
                                         WOOD TELEVISION, INC.
                                         WTNH BROADCASTING, INC.
                                         TVL BROADCASTING OF ABILENE,
                                           INC.
                                         TVL BROADCASTING, INC.
                                         WEYI TELEVISION, INC.
                                           as Guarantors

                                         By: /s/ Denise M. Parent
                                             -----------------------------------
                                             Name:  Denise M. Parent
                                             Title: Vice President, Deputy
                                                    General Counsel

<PAGE>

                                         TELEVICENTRO OF PUERTO RICO,
                                           LLC, as a Guarantor

                                         By: LIN Television of San Juan, Inc.,
                                             its Managing Member

                                         By: /s/ Denise M. Parent
                                             -----------------------------------
                                             Name:  Denise M. Parent
                                             Title: Vice President, Deputy
                                                    General Counsel

<PAGE>

                                         INDIANA BROADCASTING, LLC
                                         LIN AIRTIME, LLC
                                         PROVIDENCE BROADCASTING, LLC
                                         WAVY BROADCASTING, LLC
                                         WOOD LICENSE CO., LLC
                                         WIVB BROADCASTING, LLC
                                         WWLP BROADCASTING, LLC
                                           as Guarantors

                                         By: LIN Television Corporation,
                                             its Managing Member

                                         By: /s/ Denise M. Parent
                                             -----------------------------------
                                             Name:  Denise M. Parent
                                             Title: Vice President, Deputy
                                                    General Counsel

<PAGE>

                                         LIN TELEVISION OF TEXAS, L.P.
                                           as a Guarantor

                                         By: LIN Television of Texas, Inc.,
                                             its General Partner

                                         By: /s/ Denise M. Parent
                                             -----------------------------------
                                             Name:  Denise M. Parent
                                             Title: Vice President, Deputy
                                                    General Counsel


<PAGE>

                                         ABILENE BROADCASTING, LLC
                                         TVL BROADCASTING OF RHODE
                                           ISLAND, LLC
                                         WDTN BROADCASTING, LLC
                                         WEYI BROADCASTING, LLC
                                         WUPW BROADCASTING, LLC
                                           as Guarantors

                                         By: TVL Broadcasting, Inc.,
                                             its Managing Member

                                         By: /s/ Denise M. Parent
                                             -----------------------------------
                                             Name:  Denise M. Parent
                                             Title: Vice President, Deputy
                                                    General Counsel

<PAGE>

                                         THE BANK OF NEW YORK

                                         By: /s/ Margaret Ciesmelewski
                                             -----------------------------------
                                             Name: Margaret Ciesmelewski
                                             Title:

<PAGE>

                                                                       EXHIBIT A

                        [FORM OF FACE OF GLOBAL SECURITY]

         [FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED, THIS SECURITY IS BEING ISSUED WITH ORIGINAL ISSUE
DISCOUNT AND THE ISSUE DATE OF THIS SECURITY IS MAY 12, 2003. IN ADDITION, THIS
SECURITY IS SUBJECT TO UNITED STATES FEDERAL INCOME TAX REGULATIONS GOVERNING
CONTINGENT PAYMENT DEBT INSTRUMENTS. FOR PURPOSES OF SECTIONS 1272, 1273 AND
1275 OF THE INTERNAL REVENUE CODE, THE COMPARABLE YIELD OF THIS SECURITY IS
8.25%, COMPOUNDED SEMI-ANNUALLY (WHICH WILL BE TREATED AS THE YIELD TO MATURITY
FOR UNITED STATES FEDERAL INCOME TAX PURPOSES).

         LIN TELEVISION CORPORATION (THE "ISSUER") AGREES, AND BY ACCEPTING A
BENEFICIAL OWNERSHIP INTEREST IN THIS SECURITY EACH HOLDER AND ANY BENEFICIAL
OWNER OF THIS SECURITY WILL BE DEEMED TO HAVE AGREED, FOR UNITED STATES FEDERAL
INCOME TAX PURPOSES (1) TO TREAT THIS SECURITY AS A DEBT INSTRUMENT THAT IS
SUBJECT TO TREAS. REG. SEC. 1.1275-4 (THE "CONTINGENT PAYMENT REGULATIONS"), (2)
TO TREAT THE FAIR MARKET VALUE OF ANY STOCK RECEIVED UPON ANY EXCHANGE OF THIS
SECURITY OR UPON A PURCHASE OF THIS SECURITY AT THE HOLDER'S OPTION AS A
CONTINGENT PAYMENT FOR PURPOSES OF THE CONTINGENT PAYMENT REGULATIONS, AND (3)
TO ACCRUE INTEREST WITH RESPECT TO THE SECURITY AS ORIGINAL ISSUE DISCOUNT FOR
UNITED STATES FEDERAL INCOME TAX PURPOSES ACCORDING TO THE "NONCONTINGENT BOND
METHOD," SET FORTH IN THE CONTINGENT PAYMENT REGULATIONS, AND TO BE BOUND BY THE
ISSUER'S DETERMINATION OF THE "COMPARABLE YIELD" AND "PROJECTED PAYMENT
SCHEDULE," WITHIN THE MEANING OF THE CONTINGENT PAYMENT REGULATIONS, WITH
RESPECT TO THIS SECURITY. THE ISSUER AGREES TO PROVIDE PROMPTLY TO THE HOLDER OF
THIS SECURITY, UPON WRITTEN REQUEST, THE ISSUE PRICE, AMOUNT OF TAX ORIGINAL
ISSUE DISCOUNT, ISSUE DATE, YIELD TO MATURITY, COMPARABLE YIELD AND PROJECTED
PAYMENT SCHEDULE. ANY SUCH WRITTEN REQUEST SHOULD BE SENT TO THE ISSUER AT THE
FOLLOWING ADDRESS: LIN TELEVISION CORPORATION, FOUR RICHMOND SQUARE, SUITE 200,
PROVIDENCE, RHODE ISLAND 02906 ATTENTION: TREASURER.

                                      A-1

<PAGE>

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPNAY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

         TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A
SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE
REVERSE HEREOF.

         THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXCHANGE OF
THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
SECURITY, THE SHARES OF COMMON STOCK ISSUABLE UPON EXCHANGE OF THIS SECURITY NOR
ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION.

         THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE") THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL
ISSUE DATE HEREOF AND THE LAST DATE ON WHICH LIN TV CORP. OR ANY AFFILIATE OF
LIN TV CORP. WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH
SECURITY) ONLY (A) TO LIN TV CORP. OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS
THE SECURITIES ARE ELIGIBLE FOR

                                      A-2

<PAGE>

RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (C) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
THE RIGHTS OF THE ISSUER AND THE WITHIN MENTIONED TRUSTEE PRIOR TO ANY SUCH
OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH
OF THEM, AND IN EACH OF THE FOREGOING CASES WHERE REGISTRATION OF TRANSFER OF
THIS SECURITY IS REQUIRED, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON
THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO
THE TRUSTEE. THIS LEGEND WILL BE REMOVED AFTER THE RESALE RESTRICTION
TERMINATION DATE UPON THE REQUEST OF THE HOLDER AND THE DELIVERY OF AN OPINION
OF COUNSEL, CERTIFICATES AND/OR OTHER INFORMATION SATISFACTORY TO THE ISSUER.]

                                      A-3

<PAGE>

                           LIN TELEVISION CORPORATION

           2.50% Exchangeable Senior Subordinated Debentures due 2033

No. R-1                   Principal Amount: $100,000,000 (or such lesser amount
                                                  as shown on schedule I hereto)

Issue Date: May 12, 2003                                        CUSIP: 532776AK7

         LIN TELEVISION CORPORATION, a Delaware corporation (the "ISSUER"), for
value received, hereby promises to pay to Cede & Co., or registered assigns, the
Principal Amount (as defined in the Indenture referred to on the reverse side of
this Security) on May 15, 2033.

         This Security shall bear interest as specified on the reverse side of
this Security and in the Indenture. Contingent Interest, if any, on this
Security, will be payable as specified on the reverse side of this Security and
in the Indenture. This Security is exchangeable and is subject to redemption at
the option of the Issuer or purchase at the option of the Holder hereof, all as
specified on the reverse side of this Security and in the Indenture.

         Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

                                      A-4

<PAGE>

         IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed.

                                         LIN TELEVISION CORPORATION

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         By: ___________________________________
                                             Name:
                                             Title:

                                      A-5

<PAGE>

         This is one of the 2.50% Exchangeable Senior Subordinated Debentures
due 2033 described in the within-mentioned Indenture.

Dated:

                                         THE BANK OF NEW YORK, as Trustee

                                         By: ___________________________________
                                             Name:
                                             Title:

                                      A-6

<PAGE>

                       [FORM OF REVERSE SIDE OF SECURITY]

           2.50% Exchangeable Senior Subordinated Debentures due 2033

         This Security is one of a duly authorized issue of securities of the
Issuer (herein called the "SECURITIES") limited in aggregate Principal Amount to
$100,000,000 ($125,000,000 Principal Amount if the Initial Purchasers' option is
exercised in full), issued under an Indenture, dated as of May 12, 2003 (the
"INDENTURE"), among the Issuer, the Guarantors named therein and The Bank of New
York, as Trustee (the "TRUSTEE," which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Issuer, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. Capitalized terms used and not otherwise
defined in this Security are used as defined in the Indenture.

1.       Interest.

         This Security will bear interest from May 12, 2003 or from the most
recent date to which interest has been paid or duly provided for, semi-annually
in arrears on May 15 and November 15 of each year (each, an "INTEREST PAYMENT
DATE"), subject to Section 19.13 of the Indenture, commencing November 15, 2003,
at the rate per annum equal to 2.50%. Interest on this Security shall be
calculated on the basis of a 360-day year and the actual number of days elapsed
during the related Interest Period. Interest payable on this Security on any
Interest Payment Date will include interest for the immediately preceding
Interest Period. The interest so payable and punctually paid or duly provided
for on any Interest Payment Date will, as provided in such Indenture, be paid to
the Person in whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on the Regular Record Date for such
interest, which shall be the May 1 or November 1, as the case may be,
immediately preceding the relevant Interest Payment Date. Any interest that is
payable, but is not punctually paid or duly provided for, on any Interest
Payment Date shall forthwith cease to be payable to the registered Holder hereof
on the relevant Regular Record Date by virtue of having been such Holder, and
may be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Issuer, notice whereof shall be given to the Holders of Securities not less than
10 days prior to such Special Record Date, or may be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture.

                                      A-7

<PAGE>

         2.       Ranking and Subordination

         The Issuer agrees, and each Holder by accepting any Security agrees,
that the Indebtedness evidenced by the Securities is subordinated in right of
payment, to the extent and in the manner provided in Article 5 of the Indenture,
to the payment when due of all Senior Indebtedness of the Issuer and that such
subordination is for the benefit of and enforceable by the holders of Senior
Indebtedness. The Securities shall in all respects rank pari passu with all
other Senior Subordinated Indebtedness of the Issuer, and only Indebtedness of
the Issuer that is Senior Indebtedness will rank senior to the Securities in
accordance with the provisions set forth herein.

         3.       Contingent Interest.

         From and after May 15, 2008, the Issuer will pay Contingent Interest on
this Security under the circumstances and in the amounts described in Article 17
of the Indenture. Such Contingent Interest, if any, shall be payable
semi-annually in arrears on each Interest Payment Date to the Holder of this
Security as of the close of business on the Regular Record Date relating to such
Interest Payment Date.

         4.       Interest on Overdue Amounts.

         If the Principal Amount hereof or any portion of such Principal Amount
is not paid when due (whether upon acceleration pursuant to Section 4.02 of the
Indenture, upon the dates set for payment of the Redemption Price, Purchase
Price or Fundamental Change Purchase Price or upon the Stated Maturity Date of
this Security) or if interest due hereon (including Contingent Interest and
Liquidated Damages, if any) (or any portion of such interest), is not paid when
due, then in each such case the overdue amount shall, to the extent permitted by
law, bear interest at the rate then borne by this Security, which interest shall
accrue from the date such overdue amount was originally due to the date payment
of such amount, including interest thereon, has been made or duly provided for.
All such interest shall be payable as set forth in the Indenture.

         5.       Method of Payment.

         Subject to the terms and conditions of the Indenture, the Issuer will
make payments in respect of Redemption Price, Purchase Price, Fundamental Change
Purchase Price and at Stated Maturity Date to Holders who surrender Securities
to a Paying Agent to collect such payments in respect of the Securities;
provided

                                      A-8

<PAGE>

that if any Redemption Date, Purchase Date or Fundamental Change Purchase Date
is any day during the period from the close of business on any Regular Record
Date immediately preceding any Interest Payment Date to the close of business on
such Interest Payment Date, accrued and unpaid interest (including Contingent
Interest and Liquidated Damages, if any) shall be paid to the Holder of record
as of the applicable Regular Record Date. The Issuer will pay cash amounts in
money of the United States that at the time of payment is legal tender for
payment of public and private debts. However, the Issuer may make such cash
payments by check payable in such money; provided that payment by wire transfer
of immediately available funds will be required with respect to principal of and
interest (including Contingent Interest, if any) on all Global Securities and
all Securities of Holders of more than $25,000,000 aggregate Principal Amount of
Securities that have requested such method of payment and provided wire transfer
instructions to the Issuer or the Paying Agent. If any Interest Payment Date
(other than an Interest Payment Date coinciding with the Stated Maturity Date or
earlier Redemption Date, Purchase Date or Fundamental Change Purchase Date)
falls on a day that is not a Business Day, such Interest Payment Date will be
postponed to the next succeeding Business Day and no interest on such payment
will accrue for the period from and after the Interest Payment Date to such next
succeeding Business Day. If the Stated Maturity Date, Redemption Date, Purchase
Date or Fundamental Change Purchase Date of this Security would fall on a day
that is not a Business Day, the required payment of interest, if any, and
principal will be made on the next succeeding Business Day and no interest on
such payment will accrue for the period from and after the Stated Maturity Date,
Redemption Date, Purchase Date or Fundamental Change Purchase Date to such next
succeeding Business Day.

         6.       Paying Agent, Exchange Agent and Registrar.

         Initially, the Trustee will act as Paying Agent, Exchange Agent and
Registrar. The Issuer may appoint and change any Paying Agent, Registrar or
co-registrar without notice, other than notice to the Trustee. The Issuer or any
of its Subsidiaries or any of their Affiliates may act as Paying Agent,
Registrar or co-registrar.

         7.       Indenture.

         The terms of the Securities include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of
1939, as in effect from time to time (the "TIA"). The Securities are subject to
all such terms, and Holders are referred to the Indenture and the TIA for a
statement of those terms.

         8.       Redemption at the Option of the Issuer.

                                      A-9

<PAGE>

         No sinking fund is provided for the Securities. Prior to May 20, 2008,
the Securities shall not be redeemable at the option of the Issuer. Beginning on
May 20, 2008 and until the Stated Maturity Date, the Securities are redeemable
for cash as a whole, or from time to time in part, at the option of the Issuer
at a Redemption Price equal to 100% of the Principal Amount of the Securities,
plus accrued and unpaid interest (including Contingent Interest and Liquidated
Damages, if any) to, but excluding, the Redemption Date, as provided in Article
13 of the Indenture.

         If the Issuer redeems less than all of the outstanding Securities, the
Trustee will select the Securities to be redeemed (i) by lot; (ii) pro rata; or
(iii) by another method the Trustee considers fair and appropriate. If the
Trustee selects a portion of a Holder's Securities for partial redemption and
the Holder exchanges a portion of the same Securities, the exchanged portion
shall be deemed, to the extent practicable, to be from the portion selected for
redemption.

         9.       Notice of Redemption.

         Notice of redemption will be mailed at least 30 days but not more than
60 days before the Redemption Date to each Holder of Securities to be redeemed
at the Holder's registered address. If money sufficient to pay the Redemption
Price of all Securities (or portions thereof) to be redeemed on the Redemption
Date is deposited with the Paying Agent prior to or on the Redemption Date,
immediately after such Redemption Date interest shall cease to accrue on such
Securities or portions thereof. Securities in denominations larger than $1,000
Principal Amount may be redeemed in part but only in integral multiples of
$1,000.

         10.      Purchase By the Issuer at the Option of the Holder.

         Each Holder has the right to require the Issuer to purchase the
Securities held by such Holder on May 15, 2008, 2013, 2018, 2023 and 2028, or if
any such day is not a Business Day, the next succeeding Business Day (each, a
"PURCHASE DATE"). If required by any Holder, the Issuer shall purchase
Securities for cash at a Purchase Price equal to 100% of the Principal Amount
thereof, plus accrued and unpaid interest (including Contingent Interest and
Liquidated Damages, if any) to, but excluding, the Purchase Date, upon delivery
of a Purchase Notice containing the information set forth in the Indenture, at
any time from the opening of business on the date that is 21 Business Days prior
to such Purchase Date until the close of business on such Purchase Date and upon
delivery of the Securities to the Paying Agent by the Holder as set forth in the
Indenture.

         At the option of the Holder and subject to the terms and conditions of
the Indenture, the Issuer shall purchase all or a portion of the Securities held
by such

                                      A-10

<PAGE>

Holder as of the date that is not less than 20 nor more than 35 Business Days
after the occurrence of a Fundamental Change occurring prior to Stated Maturity
Date for a Fundamental Change Purchase Price equal to 100% of the Principal
Amount thereof, plus accrued and unpaid interest (including Contingent Interest
and Liquidated Damages, if any) to, but excluding, the Fundamental Change
Purchase Date, unless such Fundamental Change Purchase Date falls after a
Regular Record Date and on or prior to the corresponding Interest Payment Date,
in which case the Issuer shall pay the full amount of accrued and unpaid
interest (including Contingent Interest and Liquidated Damages, if any) payable
on such Interest Payment Date to the Holder at the close of business on such
Regular Record Date.

         Holders have the right to withdraw any Purchase Notice or Fundamental
Change Purchase Notice, as the case may be, by delivering to the Paying Agent a
written notice of withdrawal in accordance with the provisions of the Indenture.

         As provided in the Indenture, if cash sufficient to pay the Purchase
Price or Fundamental Change Purchase Price, as the case may be, of all
Securities or portions thereof to be purchased as of the Purchase Date or the
Fundamental Change Purchase Date, as the case may be, is deposited with the
Paying Agent on the Business Day following the Purchase Date or the Fundamental
Change Purchase Date, as the case may be, all interest (including Contingent
Interest, if any) ceases to accrue on such Securities (or portions thereof)
immediately after such Purchase Date or Fundamental Change Purchase Date, as the
case may be, and the Holder thereof shall have no other rights as such (other
than the right to receive the Purchase Price or Fundamental Change Purchase
Price, as the case may be, upon surrender of such Security).

         11.      Exchange.

         Subject to the terms of the Indenture, the Holder of a Security may
exchange the Security into shares of Common Stock at the Exchange Rate under the
circumstances set forth in Sections 14.02, 14.03, 14.04, 14.05 and 14.06 of the
Indenture. A Security in respect of which a Holder has delivered a Purchase
Notice or a Fundamental Change Purchase Notice exercising the option of such
Holder to require the Issuer to purchase such Security may be exchanged only if
such notice of exercise is withdrawn in accordance with the terms of the
Indenture. The Exchange Rate for the Securities on any Exchange Date shall be
determined as set forth in the Indenture.

         The Issuer shall deliver to the Holder through the Paying Agent, no
later than the third Business Day following the date on which the Applicable
Stock Price is determined, a certificate for the number of whole shares of
Common Stock issuable upon the exchange and cash in lieu of any fractional
shares.

                                      A-11

<PAGE>

         A Holder may exchange a portion of a Security if the Principal Amount
of such portion is $1,000 or an integral multiple of $1,000. No payment or
adjustment shall be made for dividends on the Common Stock except as provided in
the Indenture. On exchange of a Security, except for exchanges during the period
from the close of business on any Regular Record Date immediately preceding any
Interest Payment Date to the close of business on the Business Day immediately
preceding such Interest Payment Date, in which case the Holder on such Regular
Record Date shall receive the interest payable on such Interest Payment Date,
that portion of accrued and unpaid interest (including Contingent Interest, if
any) on the exchanged Security attributable to the period from the most recent
Interest Payment Date (or, if no Interest Payment Date has occurred, from the
Issue Date) through the Exchange Date shall not be cancelled, extinguished or
forfeited, but rather shall be deemed to be paid in full to the Holder thereof
through delivery of the Common Stock (together with the cash payment, if any, in
lieu of fractional shares) in exchange for the Security being exchanged pursuant
to the provisions hereof.

         Securities or portions thereof surrendered for exchange during the
period from the close of business on any Regular Record Date immediately
preceding any Interest Payment Date to the close of business on the Business Day
immediately preceding such Interest Payment Date shall be accompanied by payment
to the Issuer or its order, in New York Clearing House funds or other funds
acceptable to the Issuer, of an amount equal to the interest payable on such
Interest Payment Date with respect to the Principal Amount of Securities or
portions thereof being surrendered for exchange; provided that no such payment
need be made (1) if the Issuer has specified a Redemption Date that occurs
during the period from the close of business on a Regular Record Date to the
close of business on the Business Day immediately preceding the Interest Payment
Date to which such Regular Record Date relates, (2) if the Issuer has specified
a Fundamental Change Purchase Date during such period or (3) to the extent of
overdue interest or overdue Contingent Interest, any overdue interest or overdue
Contingent Interest exists on the Exchange Date with respect to the Securities
exchanged.

         No fractional shares will be issued upon exchange; in lieu thereof, an
amount will be paid in cash based upon the Applicable Stock Price.

         The Issuer agrees, and each Holder and any beneficial owner of a
Security by its purchase thereof shall be deemed to agree, to treat, for United
States federal income tax purposes, the fair market value of the Common Stock
received upon the exchange of a Security (together with any cash payment in lieu
of fractional shares) as a contingent payment on the Security for purposes of
Treasury Regulation Section 1.1275-4(b).

                                      A-12

<PAGE>

         To exchange a Security, a Holder must (a) complete and manually sign
the exchange notice set forth below or a facsimile thereof and deliver such
notice to the Paying Agent, (b) surrender the Security to the Paying Agent, (c)
furnish appropriate endorsements and transfer documents (including any
certification that may be required under applicable law) if required by the
Paying Agent, (d) pay any transfer or similar tax, if required and (e) if
required, pay funds equal to the interest payable on the next Interest Payment
Date.

         The Exchange Rate will be adjusted as set forth in Article 14 of the
Indenture

         12.      Exchange Arrangement on Call for Redemption.

         Any Securities called for redemption, unless surrendered for exchange
before the close of business on the Business Day immediately preceding the
Redemption Date, may be deemed to be purchased from the Holders of such
Securities at an amount not less than the Redemption Price, by one or more
investment bankers or other purchasers who may agree with the Issuer to purchase
such Securities from the Holders, to exchange them into Common Stock of the
Issuer and to make payment for such Securities to the Trustee in trust for such
Holders.

         13.      Denominations; Transfer; Exchange.

         The Securities are in fully registered form, without coupons, in
denominations of $1,000 of Principal Amount and integral multiples of $1,000. A
Holder may transfer or exchange Securities in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. The Registrar need not transfer or exchange
any Securities selected for redemption (except, in the case of a Security to be
redeemed in part, the portion of the Security not to be redeemed) or any
Securities in respect of which a Purchase Notice or Fundamental Change Purchase
Notice has been given and not withdrawn (except, in the case of a Security to be
purchased in part, the portion of the Security not to be purchased) or any
Securities for a period of 15 days before the mailing of a notice of redemption
of Securities to be redeemed.

         14.      Persons Deemed Owners.

         The registered Holder of this Security may be treated as the owner of
this Security for all purposes.

         15.      Unclaimed Money or Securities.

                                      A-13

<PAGE>

         The Trustee and the Paying Agent shall return to the Issuer any cash
that remains unclaimed for two years after the date upon which the principal of
or interest on such Security shall have become due and payable, subject to
applicable unclaimed property law, together with interest, if any, thereon held
by them for the payment of the principal of or interest on such Security,
provided, however, that to the extent that the aggregate amount of cash or
Common Stock deposited by the Issuer pursuant to Section 3.01, 13.05, 15.04 or
16.03 exceeds the aggregate principal and interest due on the Securities or
portions thereof which the Issuer is obligated to purchase as of the applicable
date, then promptly after the Business Day following the such date, the Trustee
or the Paying Agent, as applicable, shall return any such excess to the Issuer.
Thereafter, any Holder entitled to payment must look to the Issuer for payment
as general creditors, unless an applicable abandoned property law designates
another Person.

         16.      Amendment; Waiver.

         Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in aggregate Principal Amount of the Securities
at the time outstanding and (ii) certain Defaults may be waived with the written
consent of the Holders of a majority in aggregate Principal Amount of the
Securities at the time outstanding. The Issuer, the Guarantors and the Trustee
may amend the Indenture under certain circumstances without the consent of the
Holders, as described in the Indenture.

         17.      Defaults and Remedies.

         If an Event of Default occurs and is continuing, the Trustee, or the
Holders of at least 25% in aggregate Principal Amount of the Securities at the
time outstanding, may declare all the Securities to be due and payable
immediately. Certain events of bankruptcy or insolvency are Events of Default
that will result in the Securities becoming due and payable immediately upon the
occurrence of such Events of Default.

         Holders may not enforce the Indenture or the Securities except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Securities unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in aggregate Principal Amount of the
Securities at the time outstanding may direct the Trustee in its exercise of any
trust or power. The Trustee may withhold from Holders notice of any continuing
Default (except a Default in payment of amounts specified in Section 4.01(a) or
(b) of the Indenture) if it determines that withholding notice is in their
interests.

                                      A-14

<PAGE>

         18.      Trustee Dealings with the Issuer.

          Subject to certain limitations imposed by the TIA, the Trustee under
the Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed
to it by the Issuer or its Affiliates and may otherwise deal with the Issuer or
its Affiliates with the same rights it would have if it were not Trustee.

         19.      No Recourse Against Others.

         A director, officer, employee or stockholder, as such, of the Issuer or
any Guarantor shall not have any liability for any obligations of the Issuer or
any such Guarantor under the Securities or the Indenture or for any claim based
on, in respect of or by reason of such obligations or their creation. By
accepting a Security, each Holder waives and releases all such liability. The
waiver and release are part of the consideration for the issue of the
Securities.

         20.      Authentication.

         This Security shall not be valid until an authorized signatory of the
Trustee manually signs the Trustee's Certificate of Authentication on the other
side of this Security.

         21.      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 Gift to Minors
Act).

         22.      GOVERNING LAW.

         THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THIS
SECURITY, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

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

         The Issuer will furnish to any Holder upon written request and without
charge a copy of the Indenture.

                  LIN Television Company
                  Four Richmond Square, Suite 200
                  Providence, RI 02906
                  Attention: Deborah Jacobson

                                      A-15

<PAGE>

                  Telecopy No.: (401) 273-8779

                                      A-16

<PAGE>

                                                                      Schedule I

                 [Include Schedule I only for a Global Security]

                           LIN TELEVISION CORPORATION
                  2.50% Exchangeable Senior Debenture Due 2033

No.  R-1

<TABLE>
<CAPTION>
                                                                                           Authorized Signature
                                                     Notation Explaining Principal         of Trustee or
Date        Principal Amount                         Amount Recorded                       Depositary Custodian
<S>         <C>                                      <C>                                   <C>
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                                      A-17

<PAGE>

                          [FORM OF AFFILIATE GUARANTEE]

                          SENIOR SUBORDINATED GUARANTEE

         Each undersigned Guarantor (as defined in the Indenture referred to in
the Security upon which this notation is endorsed) hereby unconditionally
guarantees on a senior subordinated basis (such guaranty by such Guarantor being
referred to herein as an "Affiliate Guarantee"), jointly and severally, the due
and punctual payment of the principal of, premium, if any, and interest on the
Securities, whether at maturity, by acceleration or otherwise, the due and
punctual payment of interest on the overdue principal, premium and interest on
the Securities, and the due and punctual performance of all other obligations of
the Issuer (including, without limitation, the Issuer's obligation to deliver
Common Stock or shares of stock, other securities or other property or assets
(including cash) upon an exchange of the Securities pursuant to Article 14) to
the Holders or the Trustee, all in accordance with the terms set forth in
Article 6 of the Indenture.

        The obligations of each undersigned Guarantor to the Holders of
Securities and to the Trustee pursuant to its Guarantee and the Indenture are
expressly set forth in, and are expressly subordinated and subject in right of
payment to, the prior payment in full of all Guarantor Senior Indebtedness (as
defined in the Indenture) of such Guarantor, to the extent and in the manner
provided in Article 6 and Article 7 of the Indenture, and reference is hereby
made to such Indenture for the precise terms of such Guarantee therein made.

         This Affiliate Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication on the Securities upon which
this Affiliate Guarantee is noted shall have been executed by the Trustee under
the Indenture by the manual signature of one of its authorized officers.

         This Affiliate Guarantee shall be governed by and construed in
accordance with the laws of the State of New York without regard to principles
of conflicts of law.

         This Affiliate Guarantee is subject to release upon the terms set forth
in the Indenture.

                                      A-18

<PAGE>

                                         LIN TV CORP., as Guarantor

                                         By: ___________________________________
                                             Name:
                                             Title:

                                      A-19

<PAGE>

                                         AIRWAVES, INC.
                                         KXAN, INC.
                                         KXTX HOLDINGS, INC.
                                         LINBENCO, INC.
                                         LIN SPORTS, INC.
                                         LIN TELEVISION OF SAN JUAN, INC.
                                         LIN TELEVISION OF TEXAS, INC.
                                         PRIMELAND TELEVISION, INC.
                                         NORTH TEXAS BROADCASTING
                                           CORPORATION
                                         WNJX-TV, INC.
                                         WOOD TELEVISION, INC.
                                         WTNH BROADCASTING, INC.
                                         TVL BROADCASTING OF ABILENE, INC.
                                         TVL BROADCASTING, INC.
                                         WEYI TELEVISION, INC.
                                           as Guarantors

                                         By: ___________________________________
                                             Name:
                                             Title:

                                      A-20

<PAGE>

                                         TELEVICENTRO OF PUERTO RICO,
                                          LLC, as a Guarantor

                                         By: LIN Television of San Juan, Inc.,
                                             its Managing Member

                                         By: ___________________________________
                                             Name:
                                             Title:

                                      A-21

<PAGE>

                                         INDIANA BROADCASTING, LLC
                                         LIN AIRTIME, LLC
                                         PROVIDENCE BROADCASTING, LLC
                                         WAVY BROADCASTING, LLC
                                         WOOD LICENSE CO., LLC
                                         WIVB BROADCASTING, LLC
                                         WWLP BROADCASTING, LLC
                                           as Guarantors

                                         By: LIN Television Corporation,
                                             its Managing Member

                                         By: ___________________________________
                                             Name:
                                             Title:

                                      A-22

<PAGE>

                                         LIN TELEVISION OF TEXAS, L.P.
                                         as a Guarantor

                                         By: LIN Television of Texas, Inc.,
                                             its General Partner

                                         By: ___________________________________
                                             Name:
                                             Title:

                                      A-23

<PAGE>

                                         ABILENE BROADCASTING, LLC
                                         TVL BROADCASTING OF RHODE
                                          ISLAND, LLC
                                         WDTN BROADCASTING, LLC
                                         WEYI BROADCASTING, LLC
                                         WUPW BROADCASTING, LLC
                                           as Guarantors

                                         By: TVL Broadcasting, Inc.,
                                             its Managing Member

                                         By: ___________________________________
                                             Name:
                                             Title:

                                      A-24

<PAGE>

                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

         For value received ______________________________hereby sell(s),
assign(s) and transfer(s) unto ___________________________________ (Please
insert social security or other Taxpayer Identification Number of assignee) the
within Security, and hereby irrevocably constitutes and appoints
______________________________________ attorney to transfer said Security on the
books of the Issuer, with full power of substitution in the premises.

         In connection with any transfer of the Security prior to the expiration
of the holding period applicable to sales thereof under Rule 144(k) under the
Securities Act (or any successor provision), the undersigned confirms that such
Security is being transferred:

         [ ]      To LIN TV Corp. or a subsidiary; or

         [ ]      To a "QUALIFIED INSTITUTIONAL BUYER" in compliance with Rule
                  144A under the Securities Act of 1933, as amended; or

         [ ]      Pursuant to a registration statement that has been declared
                  effective under the Securities Act of 1933, as amended, and
                  that continues to be effective at the time of transfer; or

         [ ]      Pursuant to and in compliance with another available exemption
                  from the registration requirements of the Securities Act of
                  1933, as amended.

         Unless one of the boxes is checked, the Trustee or Registrar will
refuse to register any of the Securities evidenced by this certificate in the
name of any person other than the registered holder thereof.

Dated: ______________________

                                         ____________________________________

                                         ____________________________________
                                         Signature(s)

                                         Signature(s) must be guaranteed by
                                         an "ELIGIBLE GUARANTOR INSTITUTION"
                                         meeting the requirements of the
                                         Security registrar, which

                                      A-25

<PAGE>

                                         requirements include membership or
                                         participation in the Security Transfer
                                         Agent Medallion Program
                                         ("STAMP") or such other
                                         "SIGNATURE GUARANTEE PROGRAM" as
                                         may be determined by the Security
                                         registrar in addition to, or in
                                         substitution for, STAMP, al in
                                         accordance with the Securities
                                         Exchange Act of 1934, as amended.

                                 _________________________________________
                                         SIGNATURE GUARANTEE

                                      A-26

<PAGE>

                                 EXCHANGE NOTICE

To exchange this Security into Common Stock, check the box:

To exchange only part of this Security, state the Principal Amount to be
exchanged (which must be $1,000 or an integral multiple of $1,000): $
___________________________

If you want the stock certificate made out in another person's name, fill in the
form below:

________________________________________________________________________________

                 (Insert other person's soc. sec. or tax ID no.)

________________________________________________________________________________

            (Print or type other person's name, address and zip code)

Your
Signature: _____________________________________________

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

                                      A-27

<PAGE>

                                 PURCHASE NOTICE

TO:      LIN TELEVISION CORPORATION
         THE BANK OF NEW YORK

         The undersigned registered owner of this Security hereby irrevocably
acknowledges receipt of a notice from LIN Television Corporation (the "ISSUER")
regarding the right of holders to elect to require the Issuer to purchase the
Securities and requests and instructs the Issuer to purchase the entire
Principal Amount of this Security, or portion thereof (which is $1,000 Principal
Amount or an integral multiple thereof) designated below, in accordance with the
terms of the Indenture at the price of 100% of the Principal Amount or
proportional portion thereof, together with accrued interest (including
Contingent Interest and Liquidated Damages, if any) to, but excluding, the
Purchase Date, to the registered holder hereof. Capitalized terms used herein
but not defined shall have the meanings ascribed to such terms in the Indenture.
The Securities shall be purchased by the Issuer as of the applicable Purchase
Date pursuant to the terms and conditions specified in the Indenture. This
election is made pursuant to Article 15, Purchase at Option of Holders at May
15, 2008, 2013, 2018, 2023 and 2028.

         Dated:

         Signature(s):

         NOTICE: The above signatures of the holder(s) hereof must correspond
with the name as written upon the face of the Security in every particular
without alteration or enlargement or any change whatever.

         Security Certificate Number (if applicable):

         Principal Amount to be purchased (if less than all):

         Social Security or Other Taxpayer Identification Number:

                                      A-28

<PAGE>

                     OPTION OF HOLDER TO ELECT PURCHASE UPON
                               FUNDAMENTAL CHANGE

TO:      LIN TELEVISION CORPORATION
         THE BANK OF NEW YORK

         The undersigned registered owner of this Security hereby irrevocably
acknowledges receipt of a notice from LIN Television Corporation (the "ISSUER")
regarding the right of holders to elect to require the Issuer to purchase the
Securities upon a Fundamental Change and requests and instructs the Issuer
pursuant to Section 16.01 to purchase the entire Principal Amount of this
Security, or portion thereof (which is $1,000 Principal Amount or an integral
multiple thereof) designated below, in accordance with the terms of the
Indenture at the price of 100% of the Principal Amount or proportional portion
thereof, together with accrued interest (including Contingent Interest and
Liquidated Damages, if any) to, but excluding, the Fundamental Change Purchase
Date, to the registered holder hereof. Capitalized terms used herein but not
defined shall have the meanings ascribed to such terms in the Indenture. The
Securities shall be repurchased by the Issuer as of the Fundamental Change
Purchase Date pursuant to the terms and conditions specified in the Indenture.

         Dated:

         Signature(s):

         NOTICE: The above signatures of the holder(s) hereof must correspond
with the name as written upon the face of the Security in every particular
without alteration or enlargement or any change whatever.

         Security Certificate Number (if applicable):

         Principal Amount to be purchased (if less than all):

Social Security or Other Taxpayer Identification Number:

                                      A-29