<PAGE>   1
                                                                    Exhibit 10.3

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

                                    INDENTURE

                            DATED AS OF JUNE 14, 2001

                                     BETWEEN

                         LIN HOLDINGS CORP., AS ISSUER,

                                       AND

               UNITED STATES TRUST COMPANY OF NEW YORK, AS TRUSTEE

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





                  10% SENIOR DISCOUNT NOTES DUE 2008, SERIES A

                  10% SENIOR DISCOUNT NOTES DUE 2008, SERIES B

================================================================================
<PAGE>   2
                              CROSS-REFERENCE TABLE
<TABLE>
<CAPTION>
TRUST INDENTURE                                                                             INDENTURE
   ACT SECTION                                                                                SECTION
----------------                                                                            ---------
<S>                                                                                         <C>
Section 310(a)(1)...........................................................................7.10
      (a)(2)................................................................................7.10
      (a)(3)................................................................................N.A.
      (a)(4)................................................................................N.A.
      (a)(5)................................................................................7.08, 7.10.
      (b)...................................................................................7.08; 7.10; 10.02
      (c)...................................................................................N.A.
Section 311(a)..............................................................................7.11
      (b)...................................................................................7.11
      (c)...................................................................................N.A.
Section 312(a)..............................................................................2.05
      (b)...................................................................................10.03
      (c)...................................................................................10.03
Section 313(a)..............................................................................7.06
      (b)(1)................................................................................N.A.
      (b)(2)................................................................................7.06
      (c)...................................................................................7.06; 10.02
      (d)...................................................................................7.06
Section 314(a)..............................................................................4.10; 4.11; 10.02
      (b)...................................................................................N.A.
      (c)(1)................................................................................10.04
      (c)(2)................................................................................10.04
      (c)(3)................................................................................N.A.
      (d)...................................................................................N.A.
      (e)...................................................................................10.05
      (f)...................................................................................N.A.
Section 315(a)..............................................................................7.01(b)
      (b)...................................................................................7.05; 10.02
      (c)...................................................................................7.01(a)
      (d)...................................................................................7.01(c)
      (e)...................................................................................6.11
Section 316(a)(last sentence)...............................................................2.09
      (a)(1)(A).............................................................................6.05
      (a)(1)(B).............................................................................6.04
      (a)(2)................................................................................N.A.
      (b)...................................................................................6.07
      (c)...................................................................................9.04
Section 317(a)(1)...........................................................................6.08
      (a)(2)................................................................................6.09
      (b)...................................................................................2.04
Section 318(a)..............................................................................10.01
</TABLE>

----------------
N.A. means Not Applicable.
NOTE: This Cross-Reference Table shall not, for any purpose, be deemed to be a
part of this Indenture.
<PAGE>   3
                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                           PAGE
                                                                                                           ----

                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

<S>                 <C>                                                                                    <C>
SECTION 1.01.       Definitions...............................................................................1
SECTION 1.02.       Incorporation by Reference of Trust Indenture Act........................................16
SECTION 1.03.       Rules of Construction....................................................................17
</TABLE>

                                   ARTICLE TWO

                                 THE SECURITIES
<TABLE>
<CAPTION>
<S>                 <C>                                                                                      <C>
SECTION 2.01.       Form and Dating..........................................................................17
SECTION 2.02.       Execution and Authentication.............................................................17
SECTION 2.03.       Registrar and Paying Agent...............................................................18
SECTION 2.04.       Paying Agent To Hold Assets in Trust.....................................................19
SECTION 2.05.       Holder Lists.............................................................................19
SECTION 2.06.       Transfer and Exchange....................................................................19
SECTION 2.07.       Replacement Securities...................................................................20
SECTION 2.08.       Outstanding Securities...................................................................20
SECTION 2.09.       Treasury Securities......................................................................20
SECTION 2.10.       Temporary Securities.....................................................................21
SECTION 2.11.       Cancellation.............................................................................21
SECTION 2.12.       Defaulted Interest.......................................................................21
SECTION 2.13.       CUSIP Number.............................................................................22
SECTION 2.14.       Deposit of Moneys........................................................................22
SECTION 2.15.       Book-Entry Provisions for Global Securities..............................................22
SECTION 2.16.       Registration of Transfers and Exchanges..................................................23
SECTION 2.17.       Issuance of Additional Securities........................................................26
</TABLE>

                                  ARTICLE THREE

                                   REDEMPTION
<TABLE>
<CAPTION>
<S>                 <C>                                                                                      <C>
SECTION 3.01.       Notices to Trustee.......................................................................27
SECTION 3.02.       Selection of Securities To Be Redeemed...................................................27
SECTION 3.03.       Notice of Redemption.....................................................................27
SECTION 3.04.       Effect of Notice of Redemption...........................................................28
SECTION 3.05.       Deposit of Redemption Price..............................................................28
SECTION 3.06.       Securities Redeemed in Part..............................................................29
</TABLE>


                                      -i-
<PAGE>   4
<TABLE>
<CAPTION>
                                                                                                           PAGE
                                                                                                           ----
                                  ARTICLE FOUR

                                    COVENANTS
<S>                 <C>                                                                                    <C>
SECTION 4.01.       Payment of Securities....................................................................29
SECTION 4.02.       Maintenance of Office or Agency..........................................................29
SECTION 4.03.       Limitation on Transactions with Affiliates...............................................29
SECTION 4.04.       Limitation on Incurrence of Additional Indebtedness and Issuance of
                      Capital Stock..........................................................................30
SECTION 4.05.       Payments for Consents....................................................................30
SECTION 4.06.       Limitation on Investment Company Status..................................................31
SECTION 4.07.       Limitation on Asset Sales................................................................31
SECTION 4.08.       Limitation on Asset Swaps................................................................32
SECTION 4.09.       Limitation on Restricted Payments........................................................32
SECTION 4.10.       Notice of Defaults.......................................................................34
SECTION 4.11.       Reports..................................................................................34
SECTION 4.12.       Limitations on Dividend and Other Payment Restrictions Affecting
                      Restricted Subsidiaries................................................................34
SECTION 4.13.       Change of Control........................................................................35
SECTION 4.14.       Compliance Certificate...................................................................37
SECTION 4.15.       Corporate Existence......................................................................37
SECTION 4.16.       Maintenance of Properties and Insurance..................................................37
SECTION 4.17.       Payment of Taxes and Other Claims........................................................38
SECTION 4.18.       Waiver of Stay, Extension or Usury Laws..................................................38
</TABLE>

                                  ARTICLE FIVE

                         MERGERS; SUCCESSOR CORPORATION
<TABLE>
<CAPTION>
<S>                 <C>                                                                                      <C>
SECTION 5.01.       Mergers, Consolidation and Sale of Assets................................................38
SECTION 5.02.       Successor Corporation Substituted........................................................39
</TABLE>

                                   ARTICLE SIX

                              DEFAULT AND REMEDIES
<TABLE>
<CAPTION>
<S>                 <C>                                                                                      <C>
SECTION 6.01.       Events of Default........................................................................39
SECTION 6.02.       Acceleration.............................................................................41
SECTION 6.03.       Other Remedies...........................................................................41
SECTION 6.04.       Waiver of Past Default...................................................................41
SECTION 6.05.       Control by Majority......................................................................42
SECTION 6.06.       Limitation on Suits......................................................................42
SECTION 6.07.       Rights of Holders To Receive Payment.....................................................43
SECTION 6.08.       Collection Suit by Trustee...............................................................43
SECTION 6.09.       Trustee May File Proofs of Claim.........................................................43
SECTION 6.10.       Priorities...............................................................................43
SECTION 6.11.       Undertaking for Costs....................................................................44
</TABLE>


                                      -ii-
<PAGE>   5
<TABLE>
<CAPTION>
                                                                                                           PAGE
                                                                                                           ----

                                  ARTICLE SEVEN

                                     TRUSTEE
<S>                 <C>                                                                                    <C>
SECTION 7.01.       Duties of Trustee........................................................................44
SECTION 7.02.       Rights of Trustee........................................................................45
SECTION 7.03.       Individual Rights of Trustee.............................................................46
SECTION 7.04.       Trustee's Disclaimer.....................................................................46
SECTION 7.05.       Notice of Defaults.......................................................................46
SECTION 7.06.       Reports by Trustee to Holders............................................................47
SECTION 7.07.       Compensation and Indemnity...............................................................47
SECTION 7.08.       Replacement of Trustee...................................................................48
SECTION 7.09.       Successor Trustee by Merger, etc.........................................................49
SECTION 7.10.       Eligibility; Disqualification............................................................49
SECTION 7.11.       Preferential Collection of Claims Against Holdings.......................................49
</TABLE>


                                  ARTICLE EIGHT

                       DISCHARGE OF INDENTURE; DEFEASANCE
<TABLE>
<CAPTION>
<S>                 <C>                                                                                      <C>
SECTION 8.01.       Termination of Holdings' Obligations.....................................................49
SECTION 8.02.       Legal Defeasance and Covenant Defeasance.................................................50
SECTION 8.03.       Conditions to Legal Defeasance or Covenant Defeasance....................................50
SECTION 8.04.       Application of Trust Money; Trustee Acknowledgment and Indemnity.........................52
SECTION 8.05.       Repayment to Company.....................................................................52
SECTION 8.06.       Reinstatement............................................................................52
</TABLE>


                                  ARTICLE NINE

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS
<TABLE>
<CAPTION>
<S>                 <C>                                                                                      <C>
SECTION 9.01.       Without Consent of Holders...............................................................53
SECTION 9.02.       With Consent of Holders..................................................................53
SECTION 9.03.       Compliance with Trust Indenture Act......................................................54
SECTION 9.04.       Record Date for Consents and Effect of Consents..........................................54
SECTION 9.05.       Notation on or Exchange of Securities....................................................55
SECTION 9.06.       Trustee To Sign Amendments, etc..........................................................55
</TABLE>

                                   ARTICLE TEN

                                  MISCELLANEOUS
<TABLE>
<CAPTION>
<S>                 <C>                                                                                      <C>
SECTION 10.01.      Trust Indenture Act Controls.............................................................55
SECTION 10.02.      Notices..................................................................................55
SECTION 10.03.      Communications by Holders with Other Holders.............................................57
SECTION 10.04.      Certificate and Opinion as to Conditions Precedent.......................................57
SECTION 10.05.      Statements Required in Certificate.......................................................57
SECTION 10.06.      Rules by Trustee, Paying Agent, Registrar................................................57
SECTION 10.07.      Governing Law............................................................................57
SECTION 10.08.      No Recourse Against Others...............................................................58
</TABLE>


                                      -iii-
<PAGE>   6
<TABLE>
<CAPTION>
                                                                                                           PAGE
                                                                                                           ----
<S>                 <C>                                                                                    <C>
SECTION 10.09.      Successors...............................................................................58
SECTION 10.10.      Counterpart Originals....................................................................58
SECTION 10.11.      Severability.............................................................................58
SECTION 10.12.      No Adverse Interpretation of Other Agreements............................................58
SECTION 10.13.      Legal Holidays...........................................................................58

SIGNATURES..................................................................................................S-1

EXHIBIT A         Form of Series A Security.................................................................A-1
EXHIBIT B         Form of Series B Security.................................................................B-1
EXHIBIT C         Form of Legend for Global Securities......................................................C-1
EXHIBIT D         Form of Transfer Certificate..............................................................D-1
EXHIBIT E         Form of Transfer Certificate for Institutional Accredited Investors.......................E-1
EXHIBIT F         Form of Transfer Certificate for Regulation S Transfers...................................F-1
</TABLE>

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


                                      -iv-
<PAGE>   7
                  INDENTURE dated as of June 14, 2001, between LIN HOLDINGS
CORP., a Delaware corporation ("Holdings"), and United States Trust Company of
New York, as trustee (the "Trustee").

                  Each party hereto agrees as follows for the benefit of each
other party and for the equal and ratable benefit of the Holders of the
Securities:

                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.       Definitions.

                  "Accreted Value" as of any date (the "Specified Date") means,
with respect to each $1,000 principal amount at maturity of Senior Discount
Notes:

                  (i) if the Specified Date is one of the following dates (each
         a "Semi-Annual Accretion Date"), the amount set forth opposite such
         date below:
<TABLE>
<CAPTION>
                               SEMI-ANNUAL ACCRETION DATE                      ACCRETED VALUE
               -------------------------------------------------------         --------------
               <S>                                                             <C>
               Issue Date.............................................            $  738.50
               September 1, 2001......................................               863.84
               March 1, 2002..........................................               907.03
               September 1, 2002......................................               952.38
               March 1, 2003..........................................            $1,000.00
</TABLE>

                  (ii) if the Specified Date occurs between two Semi-Annual
         Accretion Dates, the sum of (a) the Accreted Value for the Semi-Annual
         Accretion Date immediately preceding the Specified Date and (b) an
         amount equal to the product of (x) the Accreted Value for the
         immediately following Semi-Annual Accretion Date less the Accreted
         Value for the immediately preceding Semi-Annual Accretion Date and (y)
         a fraction, the numerator of which is the number of days actually
         elapsed from the immediately preceding Semi-Annual Accretion Date to
         the Specified Date and the denominator of which is 180, and

                  (iii) if the Specified Date is after March 1, 2003, $1000.00.

                  "Acquired Indebtedness" means Indebtedness of a Person or any
of its Restricted Subsidiaries existing at the time such Person becomes a
Restricted Subsidiary of Holdings or at the time it merges or consolidates with
Holdings or any of its Restricted Subsidiaries or assumed in connection with the
acquisition of assets from such Person and not incurred by such Person in
connection with, or in anticipation or contemplation of, such Person becoming a
Restricted Subsidiary of Holdings or such acquisition, merger or consolidation.

                  "Acquired Preferred Stock" means the Preferred Stock of any
Person at such time as such Person becomes a Restricted Subsidiary of Holdings
or at the time it merges or consolidates with Holdings or any of its Restricted
Subsidiaries and not issued by such Person in connection with, or in
anticipation or contemplation of, such acquisition, merger or consolidation.
<PAGE>   8
                                     - 2 -


                  "Additional Securities" means, subject to Holdings' compliance
with Section 4.04, 10% Series A, Series B or any other series of Senior Discount
Notes due 2008 issued from time to time after the Issue Date under the terms of
this Indenture (other than issuances pursuant to Section 2.07, 2.10, 3.06, 4.07,
4.13 or 9.05 of this Indenture and other than Exchange Securities or Private
Exchange Securities issued pursuant to an exchange offer for other Securities
outstanding under this Indenture).

                  "Affiliate" means, as to any Person, any other Person which,
directly or indirectly, through one or more intermediaries, controls, or is
controlled by, or is under common control with, such Person. The term "control"
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise. Chase and its
Affiliates shall not be deemed Affiliates of the Company 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 Transaction" has the meaning provided in Section
4.03.

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

                  "Applicable Premium" has the meaning provided in paragraph 5
on the reverse of each Security.

                  "Asset Acquisition" means (i) an Investment by Holdings or any
Restricted Subsidiary of Holdings in any other Person pursuant to which such
Person shall become a Restricted Subsidiary of Holdings or shall be consolidated
or merged with Holdings or any Restricted Subsidiary of Holdings or (ii) the
acquisition by Holdings or any Restricted Subsidiary of Holdings of assets of
any Person comprising a division or line of business of such Person.

                  "Asset Sale" means any direct or indirect sale, issuance,
conveyance, transfer, lease (other than operating leases entered into in the
ordinary course of business), assignment or other transfer for value by Holdings
or any of its Restricted Subsidiaries (excluding any sale and leaseback
transaction or any pledge of assets or stock by Holdings or any of its
Restricted Subsidiaries) to any Person other than Holdings or a Restricted
Subsidiary of Holdings of (i) any Capital Stock of any Restricted Subsidiary of
Holdings or (ii) any other property or assets of Holdings or any Restricted
Subsidiary of Holdings other than in the ordinary course of business; provided,
however, that for purposes of Section 4.07, Asset Sales shall not include (a) a
transaction or series of related transactions in which Holdings or its
Restricted Subsidiaries receive aggregate consideration of less than $1,000,000,
(b) transactions permitted under Section 4.08, (c) transactions covered by
Section 5.01, (d) a Restricted Payment that otherwise qualifies under Section
4.09, (e) any disposition of obsolete or worn out equipment or equipment that is
no longer useful in the conduct of the business of Holdings and its Subsidiaries
and that is disposed of, in each case, in the ordinary course of business and
(f) any transaction that constitutes a Change of Control.

                  "Asset Swap" means the execution of a definitive agreement,
subject only to FCC approval, if applicable, and other customary closing
conditions that Holdings in good faith believes will be satisfied for a
substantially concurrent purchase and sale, or exchange, of Productive Assets
between Holdings and any of its Restricted Subsidiaries and another Person or
group of affiliated Persons; provided that any amendment to or waiver of any
closing condition that individually or in the aggregate is material to the Asset
Swap shall be deemed to be a new Asset Swap; it being understood that an Asset
Swap may include a cash equalization payment made in connection therewith
provided that such cash payment, if received by Holdings or its
<PAGE>   9
                                     - 3 -

Subsidiaries, shall be deemed to be proceeds received from an Asset Sale and
shall be applied in accordance with Section 4.07.

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

                  "Board of Directors" means the Board of Directors or other
governing body charged with the ultimate management of any Person, or any duly
authorized committee thereof.

                  "Board Resolution" means, with respect to any Person, a duly
adopted resolution of the Board of Directors of such Person or a duly authorized
committee of such Board of Directors.

                  "Business Day" means any day (other than a day which is a
Saturday, Sunday or legal holiday in the State of New York) on which banks are
open for business in New York, New York.

                  "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 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 Standard & Poor's Corporation or Moody's
Investors Service, Inc.; (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 Standard & Poor's Corporation or at least P-1 from
Moody's Investors Service, Inc.; (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 Holdings 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 or
any of its Affiliates, officers or directors (the "Permitted Holders"); or (ii)
a majority of the board of directors of the Company or Holdings shall consist of
Persons who are not Continuing Directors; or
<PAGE>   10
                                     - 4 -


(iii) the acquisition by any Person or Group (other than the Permitted Holders
or any direct or indirect Subsidiary of any Permitted Holder) 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
Company or Holdings.

                  "Change of Control Date" has the meaning provided in Section
4.13.

                  "Change of Control Offer" has the meaning provided in Section
4.13.

                  "Change of Control Payment Date" has the meaning provided in
Section 4.13.

                  "Chase" means Chase Securities Inc. or any successor
corporation thereto.

                  "Change of Control Redemption" has the meaning specified in
paragraph 5 of the Securities.

                  "Commodity Agreement" means any commodity futures contract,
commodity option or other similar agreement or arrangement.

                  "Company" means LIN Television Corporation, a Delaware
corporation, and any successor in interest thereto.

                  "Consolidated Cash Flow" means, with respect to any Person,
for any period, the sum (without duplication) of (i) Consolidated Net Income,
(ii) to the extent Consolidated Net Income has been reduced thereby, (a) all
income taxes of such Person and its Restricted Subsidiaries paid or accrued in
accordance with GAAP for such period (other than income taxes attributable to
extraordinary or nonrecurring gains or losses), (b) Consolidated Interest
Expense and (c) Consolidated Non-Cash Charges, all as determined on a
consolidated basis for such Person and its Restricted Subsidiaries in conformity
with GAAP and (iii) the lesser of (x) dividends or distributions paid to such
first referred to Person or its Restricted Subsidiary by any other Person whose
results are reflected as a minority interest in the consolidated financial
statements of such Person and (y) such Person's equity interest in the
Consolidated Cash Flow of such other Person (but in no event less than zero),
except, that in the case of the Joint Venture, (I) such amount shall not exceed
10% of the Consolidated Cash Flow of such Person for such period and (II) such
first Person shall be deemed to have received by dividend its proportionate
share of distributable cash retained by the Joint Venture to fund the interest
reserve.

                  "Consolidated Interest Expense" means, with respect to any
Person for any period, without duplication, the sum of (i) the interest expense
of such Person and its Restricted Subsidiaries for such period as determined on
a consolidated basis in accordance with GAAP, including, without limitation, (a)
any amortization of debt discount, (b) the net cost under Interest Swap
Agreements (including any amortization of discounts), (c) the interest portion
of any deferred payment obligation, (d) all commissions, discounts and other
fees and charges owed with respect to letters of credit, bankers' acceptance
financing or similar facilities, and (e) all accrued interest and (ii) the
interest component of Capitalized Lease Obligations paid or accrued by such
Person and its Restricted Subsidiaries during such period as determined on a
consolidated basis in accordance with GAAP.

                  "Consolidated Net Income" of any Person means, for any period,
the aggregate net income (or loss) of such Person and its Restricted
Subsidiaries for such period on a consolidated basis, determined in accordance
with GAAP; provided, however, that there shall be excluded therefrom, without
duplication, (a) gains and losses from Asset Sales (without regard to the
$1,000,000 limitation set forth in the definition thereof)
<PAGE>   11
                                     - 5 -


or abandonments or reserves relating thereto and the related tax effects, (b)
items classified as extraordinary or nonrecurring gains and losses, and the
related tax effects according to GAAP, (c) the net income (or loss) of any
Person acquired in a pooling of interests transaction accrued prior to the date
it becomes a Restricted Subsidiary of such first referred to Person or is merged
or consolidated with it or any of its Restricted Subsidiaries, (d) the net
income of any Restricted Subsidiary to the extent that the declaration of
dividends or similar distributions by that Restricted Subsidiary of that income
is restricted by contract, operation of law or otherwise and (e) the net income
or loss of any Person, other than a Restricted Subsidiary; and provided,
further, however, that (i) there shall be added to net income an amount equal to
the Consolidated Cash Flow losses attributable to stations which Holdings or any
of its Restricted Subsidiaries operates pursuant to local market agreements
provided that such addback shall not exceed $3,000,000 in any Four Quarter
Period and (ii) in determining net income, pro forma effect shall be given to
the reimbursement of promotional expenses as if such reimbursement obligation
were in effect for the entire period with respect to periods ending prior to
March 31, 1999 (but only if such reimbursement obligation is then in effect).

                  "Consolidated Non-Cash Charges" means, with respect to any
Person for any period, the aggregate depreciation, amortization and other
non-cash expenses of such Person and its Restricted Subsidiaries (excluding any
such charges constituting an extraordinary or nonrecurring item) reducing
Consolidated Net Income of such Person and its Restricted Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP.

                  "Continuing Director" means, as of the date of determination,
any Person who (i) was a member of the Board of Directors of Holdings or the
Company on March 3, 1998, (ii) was nominated for election or elected to the
Board of Directors of Holdings or the Company, 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 of the Trustee" means the principal
office of the Trustee at which at any particular time its corporate trust
business shall be administered, which office at the date of original execution
of this Indenture is located at 114 West 47th Street, New York, New York 10036,
Attention: Corporate Trust Department.

                  "Credit Agreement" means the credit agreement dated as of
March 3, 1998, as amended, among Holdings, the Company, The Chase Manhattan
Bank, as administrative agent and collateral agent, The Bank of New York as
syndication agent, Bank of America, N.A. as successor documentation agent to
National Westminster Bank PLC as documentation agent, Chase Securities Inc., as
exclusive arranger and advisor, and any 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 modified from time to time, including any
agreement extending the maturity of, refinancing, replacing or otherwise
restructuring (including by way of adding Restricted Subsidiaries of Holdings 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).

                  "Currency Agreement" means any foreign exchange contract,
currency swap agreement or other similar agreement or arrangement.
<PAGE>   12
                                     - 6 -


                  "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.

                  "Depository" 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 Depository by Holdings, which must be a clearing
agency registered under the Exchange Act.

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

                  "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 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 Final 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 March 1, 2008 shall
be deemed Disqualified Capital Stock.

                  "Event of Default" has the meaning provided in Section 6.01.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated by the SEC thereunder.

                  "Exchange Securities" means (i) the 10% Senior Discount Notes
due 2008, Series B, to be issued in exchange for the Initial Securities pursuant
to the Registration Rights Agreement and (ii) Additional Securities, if any,
issued in the form of 10% Senior Discount Notes due 2008, Series B, or other
series of 10% Senior Discount Notes due 2008 issued pursuant to a registration
statement filed with the SEC under the Securities Act.

                  "Existing Holdings Notes" means the 10% senior discount notes
due 2008 of Holdings issued under the Existing Holdings Indenture.

                  "Existing Holdings Indenture" means the indenture, as amended
or supplemented from time to time, dated March 3, 1998 between Holdings and the
United States Trust Company of New York, as trustee.

                  "Final Maturity Date" means March 1, 2008.

                  "Financial Advisory Agreement" means the Financial Advisory
Agreement by and among Holdings, the Company, certain of their affiliates and
Hicks Muse Partners, as in effect on March 3, 1998.

                  "GAAP" means generally accepted accounting principles in the
United States of America as in effect as of March 3, 1998, 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
<PAGE>   13
                                     - 7 -


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 Securities" means one or more 144A Global Securities,
Regulation S Global Securities or IAI Global Securities.

                  "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 a Guarantor under the Senior Notes
Indenture.

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

                  "Hicks Muse Partners" means Hicks, Muse & Co. Partners, L.P.,
an affiliate of Hicks Muse.

                  "Holders" means the registered holders of the Securities.

                  "Holdings" means the Person named as "Holdings" in the first
paragraph of this Indenture until a successor shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Holdings" shall
mean such successor.

                  "Holdings Request" or "Holdings Order" means a written request
or order signed in the name of Holdings by its Chairman of the Board, its Vice
Chairman of the Board, its President, a Vice President or its Treasurer, and by
its Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered
to the Trustee.

                  "IAI Global Security" means a permanent global security in
registered form representing the aggregate principal amount at maturity of
Securities transferred after the Issue Date to Institutional Accredited
Investors.

                  "incur" has the meaning set forth in Section 4.04.

                  "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
<PAGE>   14
                                     - 8 -


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.

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

                  "Initial Purchasers" means J.P. Morgan Securities Inc. and
Deutsche Banc Alex. Brown Inc.

                  "Initial Securities" means (i) the 10% Senior Discount Notes
due 2008, Series A, of Holdings and (ii) Additional Securities, if any, issued
in the form of 10% Senior Discount Notes due 2008, Series A, or other series of
10% Senior Discount Notes due 2008 issued in a transaction exempt from the
registration requirements of the Securities Act.

                  "Institutional Accredited Investor" means an institution that
is an "accredited investor" as that term is defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act.

                  "interest" means, with respect to the Securities, the sum of
any cash interest and any Liquidated Damages (as defined in the Registration
Rights Agreement) on the Securities.

                  "Interest Payment Date" means March 1 and September 1 of each
year, commencing on September 1, 2003.

                  "Interest Record Date" for the interest payable on any
Interest Payment Date (except a date for payment of defaulted interest) means
the February 15 or August 15 (whether or not a Business Day), as the case may
be, immediately preceding such Interest Payment 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.

                  "Investment" in any Person means any direct or indirect
advance, loan or other extension of credit (in each case, including by way of
Guarantee or similar arrangement, but excluding (i) any debt or extension of
credit represented by a bank deposit other than a time deposit and (ii) advances
to customers in the ordinary course of business) or capital contribution to (by
means of any transfer of cash or other property to others or any payment for
property or services for the account or use of others), or any purchase or
acquisition of Capital Stock, Indebtedness or other similar instruments issued
by such Person. For purposes of Section 4.09, (A) "Investment" shall include the
portion (proportionate to Holdings' equity interest in a Restricted Subsidiary
to be designated as an Unrestricted Subsidiary) of the fair market value of the
net assets of such Restricted Subsidiary of Holdings at the time that such
Restricted Subsidiary is designated an Unrestricted Subsidiary; provided,
however, that upon a redesignation of such Unrestricted Subsidiary as a
Restricted Subsidiary, Holdings shall be deemed to continue to have a permanent
"Investment" (if positive) equal to (1) Holdings' "Investment" in such
Unrestricted Subsidiary at the time of such redesignation less (2) the portion
(proportionate to Holdings' equity interest in such Subsidiary) of the fair
market value of the net assets of such Unrestricted Subsidiary at the time that
such Unrestricted Subsidiary is so redesignated from an Unrestricted Subsidiary
to a Restricted Subsidiary; and (B) any property transferred to or from an
Unrestricted Subsidiary shall be valued at its fair market value at the time of
such transfer, in each case as determined in good faith by the board of
directors of Holdings.

                  "Issue Date" means the date of original issuance of the
Initial Securities.
<PAGE>   15
                                     - 9 -


                  "Joint Venture" means the television station joint venture
formed pursuant to an agreement dated January 15, 1998, as amended, by and
between Holdings, the National Broadcast Company Inc. ("NBC"), the Company and
certain affiliates of Holdings, NBC and the Company party thereto, pursuant to
which both the Company and NBC will contribute television stations to the Joint
Venture in exchange for equity interests therein.

                  "Leverage Ratio" means, as to any Person, the ratio of (i) the
aggregate outstanding amount of Indebtedness of such Person and its Restricted
Subsidiaries as of the date of calculation on a consolidated basis in accordance
with GAAP plus the aggregate liquidation preference of all Disqualified Capital
Stock of such Person and of all outstanding Preferred Stock of Restricted
Subsidiaries of such Person (other than any such Disqualified Capital Stock or
Preferred Stock held by such Person or any of its Restricted Subsidiaries) to
(ii) the Consolidated Cash Flow of such Person for the four full fiscal quarters
(the "Four Quarter Period") ending on or prior to the date of determination.

                  For purposes of this definition, the aggregate outstanding
principal amount of Indebtedness of the Person and its Restricted Subsidiaries
for which such calculation is made shall be determined on a pro forma basis as
if the Indebtedness giving rise to the need to perform such calculation had been
incurred and the proceeds therefrom had been applied, and all other transactions
in respect of which such Indebtedness is being incurred has occurred, on the
last day of the Four Quarter Period. In addition to the foregoing, for purposes
of this definition, "Consolidated Cash Flow" shall be calculated on a pro forma
basis after giving effect to (i) the Transactions, (ii) the incurrence of the
Indebtedness of such Person and its Restricted Subsidiaries (and the application
of the proceeds therefrom) giving rise to the need to make such calculation and
any incurrence (and the application of the proceeds therefrom) or repayment of
other Indebtedness, other than the incurrence or repayment of Indebtedness
pursuant to working capital facilities, at any time subsequent to the beginning
of the Four Quarter Period and on or prior to the date of determination, as if
such incurrence (and the application of the proceeds thereof), or the repayment,
as the case may be, occurred on the first day of the Four Quarter Period, (iii)
any Asset Sales (including those excluded from the definitions thereof by
clauses (b), (c) or (d) of the definition thereof) or Asset Acquisitions
(including, without limitation, any Asset Acquisition giving rise to the need to
make such calculation as a result of such Person or one of its Restricted
Subsidiaries (including any Person that becomes a Restricted Subsidiary as a
result of such Asset Acquisition) incurring, assuming or otherwise becoming
liable for Indebtedness) or Asset Swaps at any time on or subsequent to the
first day of the Four Quarter Period and on or prior to the date of
determination, as if such Asset Sale, Asset Acquisition (including the
incurrence, assumption or liability for any such Indebtedness and also including
any Consolidated Cash Flow associated with such Asset Acquisition) or Asset Swap
occurred on the first day of the Four Quarter Period and (iv) cost savings
resulting from employee terminations, facilities consolidations and closings,
standardization of employee benefits and compensation practices, consolidation
of property, casualty and other insurance coverage and policies, standardization
of sales representation commissions and other contract rates, and reductions in
taxes other than income taxes (collectively, "Cost Savings Measures"), which
cost savings such Person reasonably believes in good faith could have been
achieved during the Four Quarter Period as a result of such Asset Acquisition or
Asset Swap (regardless of whether such cost savings could then be reflected in
pro forma financial statements under GAAP, Regulation S-X promulgated by the
Commission or any other regulation or policy of the Commission), less the amount
of any additional expenses that such Person reasonably estimates would result
from anticipated replacement of any items constituting Cost Savings Measures in
connection with such Asset Acquisitions or Asset Swap; provided, however, that
both (A) such cost savings and Cost Savings Measures were identified and such
cost savings were quantified in an officer's certificate delivered to the
Trustee at the time of the consummation of the Asset Acquisition or Asset Swap
and (B) with respect to each Asset Acquisition or Asset Swap completed prior to
the 90th day preceding such date of determination, actions were commenced or
initiated by Holdings within 90 days of such Asset Acquisition or Asset Swap to
effect the Cost Savings Measures identified in such officer's certificate
(regardless, however, of whether the
<PAGE>   16
                                     - 10 -


corresponding cost savings have been achieved). Furthermore, in calculating
"Consolidated Interest Expense" for purposes of the calculation of "Consolidated
Cash Flow," (i) interest on Indebtedness determined on a fluctuating basis as of
the date of determination (including Indebtedness actually incurred on the date
of the transaction giving rise to the need to calculate the Leverage Ratio) and
which will continue to be so determined thereafter shall be deemed to have
accrued at a fixed rate per annum equal to the rate of interest on such
Indebtedness as in effect on the date of determination and (ii) notwithstanding
(i) above, interest determined on a fluctuating basis, to the extent such
interest is covered by Interest Swap Agreements, shall be deemed to accrue at
the rate per annum resulting after giving effect to the operation of such
agreements.

                  "Lien" means, with respect to any asset, any 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).

                  "LMA" means a station operated by the Company pursuant to a
local marketing agreement and with respect to which the Company has a purchase
option exercisable under certain circumstances.

                  "Monitoring and Oversight Agreement" means the Monitoring and
Oversight Agreement by and among Holdings, the Company, certain of their
affiliates and Hicks Muse Partners, as in effect on March 3, 1998.

                  "NBC" means the National Broadcasting Company, Inc.

                  "Net Cash Proceeds" means, with respect to any Asset Sale, the
proceeds in the form of cash or Cash Equivalents (including payments in respect
of deferred payment obligations when received in the form of cash or Cash
Equivalents) received by Holdings or any of its Restricted Subsidiaries from
such Asset Sale net of (i) reasonable out-of-pocket expenses and fees relating
to such Asset Sale (including, without limitation, relocation costs, legal,
accounting and investment banking fees and sales commissions, recording fees,
relocation costs, title insurance premiums, appraisers, fees and costs
reasonably incurred in preparation of any asset or property for sale), (ii)
taxes paid or reasonably estimated to be payable (calculated based on the
combined state, federal and foreign statutory tax rates applicable to Holdings
or the Restricted Subsidiary engaged in such Asset Sale), (iii) all
distributions and other payments required to be made to any Person owning a
beneficial interest in the assets subject to sale or minority interest holders
in Subsidiaries or joint ventures as a result of such Asset Sale, (iv) any
reserves established in accordance with GAAP for adjustment in respect of the
sales price of the asset or assets subject to such Asset Sale or for any
liabilities associated with such Asset Sale, and (v) repayment of Indebtedness
secured by assets subject to such Asset Sale; provided, however, that if the
instrument or agreement governing such Asset Sale requires the transferor to
maintain a portion of the purchase price in escrow (whether as a reserve for
adjustment of the purchase price or otherwise) or to indemnify the transferee
for specified liabilities in a maximum specified amount, the portion of the cash
or Cash Equivalents that is actually placed in escrow or segregated and set
aside by the transferor for such indemnification obligation shall not be deemed
to be Net Cash Proceeds until the escrow terminates or the transferor ceases to
segregate and set aside such funds, in whole or in part, and then only to the
extent of the proceeds released from escrow to the transferor or that are no
longer segregated and set aside by the transferor.

                  "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.

                  "Offerings" means the initial offerings of the Securities and
the Senior Notes.
<PAGE>   17
                                     - 11 -


                  "Offering Memorandum" means the final offering memorandum
dated June 8, 2001 setting forth information concerning the Company, Holdings,
the Securities and the Senior Notes.

                  "Officer" means the Chairman, any Vice Chairman, the
President, any Vice President, the Chief Financial Officer, the Treasurer or the
Secretary of Holdings or any other officer designated by the Board of Directors
serving in a similar capacity.

                  "Officers' Certificate" means a certificate signed by two
Officers or by an Officer and an Assistant Treasurer or Assistant Secretary of
Holdings complying with Sections 10.04 and 10.05.

                  "144A Global Security" means a permanent global security in
registered form representing the aggregate principal amount at maturity of
Initial Securities sold in reliance on Rule 144A.

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

                  "Participants" has the meaning provided in Section 2.15.

                  "Paying Agent" has the meaning provided in Section 2.03.

                  "Permitted Holders" has the meaning provided in the definition
of "Change of Control."

                  "Permitted Indebtedness" means, without duplication, (i)
Indebtedness outstanding on the Issue Date (including the Senior Notes, Senior
Subordinated Notes and the Existing Holdings Notes); (ii) Indebtedness of
Holdings, the Company and any of its Restricted Subsidiaries that is a Guarantor
(a) outstanding under the Senior Credit Facilities (including letter of credit
obligations); provided that the aggregate principal amount at any time
outstanding does not exceed $570,000,000; or (b) incurred under the Senior
Credit Facilities pursuant to and in compliance with (x) clause (v) of this
definition or (y) the proviso in Section 4.04; (iii) Indebtedness evidenced by
or arising under the Securities and this Indenture; (iv) Interest Swap
Agreements, Commodity Agreements and Currency Agreements; provided, however,
that such agreements are entered into for bona fide hedging purposes and not for
speculative purposes; (v) additional Indebtedness of Holdings or any of its
Restricted Subsidiaries that is a Guarantor not to exceed $20,000,000 in
principal amount outstanding at any time (which amount may, but need not, be
incurred under the Senior Credit Facilities); (vi) Refinancing Indebtedness;
(vii) Indebtedness owed by Holdings to any Subsidiary of Holdings or by any
Restricted Subsidiary of Holdings to Holdings or any Subsidiary of Holdings;
(viii) guarantees by Restricted Subsidiaries of any Indebtedness permitted to be
incurred pursuant to this Indenture; (ix) Indebtedness in respect of performance
bonds, bankers' acceptances and surety or appeal bonds provided by Holdings or
any of its Restricted Subsidiaries to their customers in the ordinary course of
their business; (x) Indebtedness arising from agreements providing for
indemnification, adjustment of purchase price or similar obligations, or from
guarantees or letters of credit, surety bonds or performance bonds securing any
obligations of Holdings or any of its Restricted Subsidiaries pursuant to such
agreements, in each case incurred in connection with the disposition of any
business assets or Restricted Subsidiaries of Holdings (other than guarantees of
Indebtedness or other obligations incurred by any Person acquiring all or any
portion of such business assets or Restricted Subsidiaries of Holdings for the
purpose of financing such acquisition) in a principal amount not to exceed the
gross proceeds actually received by Holdings or any of its Restricted
Subsidiaries in connection with such disposition; provided, however, that the
principal amount of any Indebtedness incurred pursuant to this clause (x), when
taken together with all Indebtedness incurred pursuant to this clause (x) and
clause (x) of the definition of Permitted Indebtedness under the Existing
Holdings Indenture and then outstanding, shall not exceed
<PAGE>   18
                                     - 12 -


$20,000,000; and (xi) Indebtedness represented by Capitalized Lease Obligations,
mortgage financings or purchase money obligations, in each case incurred for the
purpose of financing all or any part of the purchase price or cost of
construction or improvement of property or assets used in a related business or
incurred to refinance any such purchase price or cost of construction or
improvement, in each case incurred no later than 365 days after the date of such
acquisition or the date of completion of such construction or improvement;
provided, however, that the principal amount of any Indebtedness incurred
pursuant to this clause (xi) shall not exceed $7,500,000 at any time
outstanding.

                  "Permitted Investments" means (i) Investments by Holdings or
any Restricted Subsidiary of Holdings to acquire the stock or assets of any
Person (or Acquired Indebtedness or Acquired Preferred Stock acquired in
connection with a transaction in which such Person becomes a Restricted
Subsidiary of Holdings) engaged in the broadcast business or businesses
reasonably related thereto; provided, however, that if any such Investment or
series of related Investments involves an Investment by Holdings in excess of
$10,000,000, at the time of such Investment and immediately after giving effect
thereto (1) Holdings has incurred no additional Indebtedness and (2) Holdings is
able to incur at least $1.00 of additional Indebtedness (other than Permitted
Indebtedness) in compliance with Section 4.04, (ii) Investments received by
Holdings or its Restricted Subsidiaries as consideration for a sale of assets
made in compliance with the other terms of this Indenture, (iii) Investments by
Holdings or any Restricted Subsidiary of Holdings in any Restricted Subsidiary
of Holdings (whether existing on the Issue Date or created thereafter) or any
Person that after such Investments, and as a result thereof, becomes a
Restricted Subsidiary of Holdings and Investments in Holdings or any Restricted
Subsidiary by any Restricted Subsidiary of Holdings, (iv) Investments in cash
and Cash Equivalents, (v) Investments in securities of trade creditors,
wholesalers or customers received pursuant to any plan of reorganization or
similar arrangement, (vi) loans or advances to employees of Holdings or any
Restricted Subsidiary thereof for purposes of purchasing Holdings' or a Holding
Company's Capital Stock and other loans and advances to employees made in the
ordinary course of business consistent with past practices of Holdings or such
Restricted Subsidiary and (vii) additional Investments in an aggregate amount
not to exceed $5,000,000 at any time outstanding.

                  "Person" means an individual, partnership, corporation,
limited liability company, unincorporated organization, trust or joint venture,
or a governmental agency or political subdivision thereof.

                  "Physical Securities" means one or more certificated
Securities in registered form.

                  "Preferred Stock" of any Person means any Capital Stock of
such Person that has preferential rights to any other Capital Stock of such
Person with respect to dividends or redemptions or upon liquidation.

                  "Private Exchange Securities" has the meaning provided in the
Registration Rights Agreement.

                  "Private Placement Legend" means the legend initially set
forth on the Initial Securities in the form set forth on Exhibit A hereto.

                  "Productive Assets" means assets of a kind used or usable by
Holdings and its Restricted Subsidiaries in broadcast business or businesses
reasonably related, ancillary or complementary thereto, and specifically
includes assets acquired through Asset Acquisitions (it being understood that
"assets" may include Capital Stock of a Person that owns such Productive Assets,
provided that after giving effect to such transaction, such Person would be a
Restricted Subsidiary of Holdings).
<PAGE>   19
                                     - 13 -


                  "Public Equity Offering" means an underwritten public offering
of Capital Stock (other than Disqualified Capital Stock) of Holdings or a
Holding Company (to the extent, in the case of a Holding Company, that the net
cash proceeds thereof are contributed to the common or non-redeemable preferred
equity capital of Holdings), pursuant to an effective registration statement
filed with the Commission in accordance with the Securities Act.

                  "Qualified Capital Stock" means any Capital Stock that is not
Disqualified Capital Stock.

                  "Qualified Institutional Buyer" or "QIB" means a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act.

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

                  "redemption price," when used with respect to any Security to
be redeemed, means the price fixed for such redemption pursuant to this
Indenture as set forth in the form of Security annexed hereto as Exhibit A.

                  "Refinancing Indebtedness" means any refinancing of
Indebtedness incurred in accordance with Section 4.04 (other than pursuant to
clause (iii) or (iv) of the definition of Permitted Indebtedness) that does not
(i) result in an increase in the aggregate principal amount of Indebtedness
(such principal amount to include, for purposes of this definition, any
premiums, penalties or accrued interest paid with the proceeds of the
Refinancing Indebtedness) of such Person or (ii) create Indebtedness with (A) a
Weighted Average Life to Maturity that is less than the Weighted Average Life to
Maturity of the Indebtedness being refinanced or (B) a final maturity earlier
than the final maturity of the Indebtedness being refinanced.

                  "Registrar" has the meaning provided in Section 2.03.

                  "Registration Rights Agreement" means (i) with respect to the
Initial Securities, the Exchange and Registration Rights Agreement dated as of
the Issue Date by and among Holdings and the Initial Purchasers and (ii) with
respect to each issuance of Additional Securities issued in a transaction exempt
from the registration requirements of the Securities Act, the registration
rights agreement, if any, among Holdings and the Persons purchasing such
Additional Securities under the related purchase agreement.

                  "Registration" means a registered exchange offer for the
Securities by Holdings or other registration of the Securities under the
Securities Act pursuant to and in accordance with the terms of the Registration
Rights Agreement.

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

                  "Regulation S Global Security" means a permanent global
security in registered form representing the aggregate principal amount at
maturity of Securities sold in reliance on Regulation S under the Securities
Act.

                  "Restricted Payment" means (i) the declaration or payment of
any dividend or the making of any other distribution (other than dividends or
distributions payable in Qualified Capital Stock or in options, rights or
warrants to acquire Qualified Capital Stock) on shares of Holdings' Capital
Stock, (ii) the purchase, redemption, retirement or other acquisition for value
of any Capital Stock of Holdings, or any warrants, rights or options to acquire
shares of Capital Stock of Holdings, other than through the exchange of such
Capital Stock or any warrants, rights or
<PAGE>   20
                                     - 14 -


options to acquire shares of any class of such Capital Stock for Qualified
Capital Stock or warrants, rights or options to acquire Qualified Capital Stock
or (iii) the making of any Investment (other than a Permitted Investment).

                  "Restricted Security" means a Security that is a "restricted
security" within the meaning set forth in Rule 144(a)(3) under the Securities
Act; provided, however, that the Trustee shall be entitled to request and
conclusively rely upon an Opinion of Counsel with respect to whether any
Security is a Restricted Security.

                  "Restricted Subsidiary" means a Subsidiary of Holdings other
than an Unrestricted Subsidiary and includes all of the Subsidiaries of Holdings
existing as of the Issue Date. The Board of Directors of Holdings may designate
any Unrestricted Subsidiary or any person that is to become a Subsidiary as a
Restricted Subsidiary if immediately after giving effect to such action (and
treating any Acquired Indebtedness as having been incurred at the time of such
action), Holdings could have incurred at least $1.00 of additional indebtedness
(other than Permitted Indebtedness) pursuant to Section 4.04.

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

                  "Secured Indebtedness" means any Indebtedness of Holdings or a
Restricted Subsidiary secured by a Lien.

                  "SEC" or "Commission" means the Securities and Exchange
Commission.

                  "Securities" means, collectively, the Initial Securities, the
Private Exchange Securities and the Unrestricted Securities treated as a single
class of securities, as amended or supplemented from time to time in accordance
with the terms of this Indenture.

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

                  "Senior Credit Facilities" means the credit facilities under
the Credit Agreement.

                  "Senior Notes" means the 8% Senior Notes due 2008 of the
Company issued under the Senior Notes Indenture.

                  "Senior Notes Indenture" means the indenture, as amended or
supplemented from time to time, dated June 14, 2001 between the Company, the
Guarantors named therein, and the United States Trust Company of New York, as
trustee.

                  "Senior Subordinated Notes" means the 8 3/8% Senior
Subordinated Notes due 2008 of the Company issued under the Senior Subordinated
Notes Indenture.

                  "Senior Subordinated Notes Indenture" means the indenture, as
amended or supplemented from time to time, dated March 3, 1998 between the
Company, the Guarantors named therein, and the United States Trust Company of
New York, as trustee.
<PAGE>   21
                                     - 15 -


                  "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 of 1933, as amended, as such rule is in effect on the
Issue Date.

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

                  "Subsidiary," 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 Holdings and its consolidated Restricted Subsidiaries or to
financial information prepared on a consolidated basis in accordance with GAAP
shall be deemed to include Holdings and its Restricted 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.

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

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code
Sections 77aaa-77bbbb), as amended, as in effect on the date of this
Indenture (except as provided in Section 9.03) until such time as this Indenture
is qualified under the TIA, and thereafter as in effect on the date on which
this Indenture is qualified under the TIA.

                  "Transactions" means the consummation of the Offerings.

                  "Treasury Rate" has the meaning provided in paragraph 5 on the
reverse of each Security.

                  "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.

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

                  "Unrestricted Securities" means one or more Securities that do
not and are not required to bear the Private Placement Legend in the form set
forth in Exhibit A hereto, including, without limitation, the Exchange
Securities and any Securities registered under the Securities Act pursuant to
and in accordance with the Registration Rights Agreement.
<PAGE>   22
                                     - 16 -


                  "Unrestricted Subsidiary" means a Subsidiary of Holdings
created after March 3, 1998 and so designated by a resolution adopted by the
Board of Directors of Holdings; provided, however, that (a) neither Holdings 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 (1)(x) Holdings has incurred
no additional Indebtedness and (y) the Company could incur $1.00 of additional
Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.04
and (2) no Default or Event of Default shall have occurred or be continuing. Any
designation pursuant to this definition by the Board of Directors of Holdings
shall be evidenced to the Trustee by the filing with the Trustee of a certified
copy of the resolution of Holdings' Board of Directors giving effect to such
designation and an Officers' Certificate certifying that such designation
complied with the foregoing conditions.

                  "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.

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

SECTION 1.02.     Incorporation by Reference of Trust Indenture Act.

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

                  "Commission" means the SEC.

                  "indenture securities" means the Securities.

                  "indenture security holder" means a Holder.

                  "indenture to be qualified" means this Indenture.

                  "indenture trustee" or "institutional trustee" means the
                  Trustee.

                  "obligor" means Holdings or any other obligor on the
                  Securities.

                  All other TIA terms used in this Indenture that are defined by
the TIA, defined by TIA reference to another statute or defined by SEC rule and
not otherwise defined herein have the meanings assigned to them therein.
<PAGE>   23
                                     - 17 -


SECTION 1.03.     Rules of Construction.

                  Unless the context otherwise requires:

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

                  (2) an accounting term not otherwise defined has the meaning
         assigned to it in accordance with generally accepted accounting
         principles in effect from time to time, and any other reference in this
         Indenture to "generally accepted accounting principles" refers to GAAP;

                  (3) "or" is not exclusive;

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

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

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

                                   ARTICLE TWO

                                 THE SECURITIES

SECTION 2.01.     Form and Dating.

                  The Initial 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
Exchange Securities and the Trustee's certificate of authentication thereof
shall be substantially in the form of Exhibit B hereto, which is hereby
incorporated in and expressly made a part of this Indenture. The Securities may
have notations, legends or endorsements required by law, stock exchange rule or
usage. Holdings and the Trustee shall approve the form of the Securities and any
notation, legend or endorsement on them. Each Security shall be dated the date
of its issuance and shall show the date of its authentication.

                  Securities offered and sold in reliance on Rule 144A and
Securities offered and sold in reliance on Regulation S shall be issued
initially in the form of one or more Global Securities, substantially in the
form set forth in Exhibit A hereto, deposited with the Trustee, as custodian for
the Depository, duly executed by Holdings and authenticated by the Trustee as
hereinafter provided and shall bear the legend set forth in Exhibit C hereto.
The aggregate principal amount at maturity of the Global Securities may from
time to time be increased or decreased by adjustments made on the records of the
Trustee, as custodian for the Depository, as hereinafter provided.

SECTION 2.02.     Execution and Authentication.

                  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 Holdings by manual or facsimile signature.
<PAGE>   24
                                     - 18 -


                  If an Officer whose signature is on a Security was an Officer
at the time of such execution but no longer holds that office at the time the
Trustee authenticates the Security the Security shall be valid nevertheless.

                  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.

                  The Trustee shall authenticate (i) Initial Securities for
original issue in an aggregate principal amount at maturity not to exceed
$100,000,000, (ii) Private Exchange Securities from time to time only in
exchange for a like principal amount at maturity of Initial Securities and (iii)
Unrestricted Securities from time to time only in exchange for (A) a like
principal amount at maturity of Initial Securities or (B) a like principal
amount at maturity of Private Exchange Securities, in each case upon a written
order of Holdings in the form of an Officers' Certificate. Each such written
order shall specify the amount of Securities to be authenticated and the date on
which the Securities are to be authenticated, whether the Securities are to be
Initial Securities, Private Exchange Securities or Unrestricted Securities and
whether the Securities are to be issued as Physical Securities or Global
Securities and such other information as the Trustee may reasonably request.
Additional Securities may be issued in accordance with Section 2.17. Any such
order shall specify the amount of the Securities to be authenticated and the
date on which the original issue of Securities is to be authenticated and, in
the case of an issuance of Additional Securities pursuant to Section 2.17 after
the Issue Date, shall certify that such issuance will not be prohibited by
Section 4.04.

                  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.

                  The Trustee may appoint an authenticating agent reasonably
acceptable to Holdings to authenticate Securities. Unless otherwise provided in
the appointment, an authenticating agent may authenticate Securities whenever
the Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent shall
have the same rights as an Agent to deal with Holdings and Affiliates of
Holdings.

                  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 and Paying Agent.

                  Holdings shall maintain an office or agency, which may be in
the Borough of Manhattan, The City of New York, where (a) Securities may be
presented or surrendered for registration of transfer or for exchange (the
"Registrar"), (b) Securities may be presented or surrendered for payment (the
"Paying Agent") and (c) 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. Holdings, 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, Holdings may act as Paying Agent, Registrar or co-Registrar.

                  Holdings 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
<PAGE>   25
                                     - 19 -


this Indenture that relate to such Agent. Holdings shall notify the Trustee of
the name and address of any such Agent. If Holdings 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 7.07.

                  Holdings 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.

                  Holdings 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 Holdings in making any such payment. Holdings 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 Holdings to the Paying
Agent (if other than Holdings), the Paying Agent shall have no further liability
for such assets. If Holdings 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, Holdings 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.

                  Subject to the provisions of Sections 2.15 and 2.16, when
Securities are presented to the Registrar or a co-Registrar with a request to
register the transfer of such Securities or to exchange such Securities for an
equal principal amount of Securities of other authorized denominations of the
same series, the Registrar or co-Registrar shall register the transfer or make
the exchange as requested if its requirements for such transaction are met;
provided, however, that the Securities surrendered for transfer or exchange
shall be duly endorsed or accompanied by a written instrument of transfer in
form satisfactory to Holdings and the Registrar or co-Registrar, duly executed
by the Holder thereof or his attorney duly authorized in writing. To permit
registrations of transfers and exchanges, Holdings shall execute and the Trustee
shall authenticate Securities at the Registrar's or co-Registrar's written
request. No service charge shall be made for any registration of transfer or
exchange, but Holdings may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer taxes or other governmental charge payable upon
exchanges or transfers pursuant to Section 2.02, 2.10, 3.06, 4.07, 4.13 or
10.05). The Registrar or co-Registrar shall not be required to register the
transfer or exchange of any Security (i) during a period beginning at the
opening of business 15 days before the mailing of a notice of redemption of
Securities and ending at the close of business on the day of such mailing and
(ii) selected for redemption in
<PAGE>   26
                                     - 20 -


whole or in part pursuant to Article Three hereof, except the unredeemed portion
of any Security being redeemed in part.

                  Prior to the registration of any transfer by a Holder as
provided herein, Holdings, the Trustee and any Agent of Holdings shall treat the
person in whose name the Security is registered as the owner thereof for all
purposes whether or not the Security shall be overdue, and none of Holdings, the
Trustee nor any such Agent shall be affected by notice to the contrary. Any
consent, waiver or actions of a Holder shall be binding upon any subsequent
Holders of such Security or a Security received upon transfer. Any Holder of a
beneficial interest in a Global Security shall, by acceptance of such beneficial
interest in a Global Security, agree that transfers of beneficial interests in
such Global Security may be effected only through a book-entry system maintained
by the Depository (or its agent), and that ownership of a beneficial interest in
a Global Security shall be required to be reflected in a book entry.

SECTION 2.07.     Replacement Securities.

                  If a mutilated Security is surrendered to the Trustee or if
the Holder of a Security claims that the Security has been lost, destroyed or
wrongfully taken, Holdings shall issue and the Trustee shall authenticate a
replacement Security if the Trustee's requirements for replacement of Securities
are met. If required by Holdings or the Trustee, such Holder must provide an
indemnity bond or other indemnity, sufficient in the judgment of Holdings and
the Trustee, to protect Holdings, the Trustee and any Agent from any loss which
any of them may suffer if a Security is replaced. Holdings may charge such
Holder for their reasonable out-of-pocket expenses in replacing a Security,
including reasonable fees and expenses of counsel.

                  Every replacement Security is an additional obligation of
Holdings.

SECTION 2.08.     Outstanding Securities.

                  Securities outstanding at any time are all the Securities that
have been authenticated by the Trustee except those canceled by it, those
delivered to it for cancellation and those described in this Section 2.08 as not
outstanding. Subject to Section 2.09 and paragraph 20 of the Securities, a
Security does not cease to be outstanding because Holdings or any Affiliates of
Holdings holds the Security.

                  If a Security is replaced pursuant to Section 2.07 (other than
a mutilated Security surrendered for replacement), it ceases to be outstanding
unless the Trustee receives proof satisfactory to it that the replaced Security
is held by a bona fide purchaser. A mutilated Security ceases to be outstanding
upon surrender of such Security and replacement thereof pursuant to Section
2.07.

                  If on a Redemption Date or the Final Maturity Date the Paying
Agent holds money sufficient to pay all of the principal and interest due on the
Securities payable on that date, and is not prohibited from paying such money to
the Holders pursuant to the terms of this Indenture, then on and after that date
such Securities cease to be outstanding and interest on them ceases to accrue.

SECTION 2.09.     Treasury Securities.

                  In determining whether the Holders of the required principal
amount of Securities have concurred in any direction, waiver or consent,
Securities owned by Holdings or any of its Affiliates shall be disregarded,
except that, for the purposes of determining whether the Trustee shall be
protected in relying on any
<PAGE>   27
                                     - 21 -


such direction, waiver or consent, only Securities that a Trust Officer of the
Trustee actually knows are so owned shall be disregarded.

                  Holdings shall notify the Trustee, in writing, when Holdings
or any of its Affiliates repurchases or otherwise acquires Securities, of the
aggregate principal amount at maturity of such Securities so repurchased or
otherwise acquired.

SECTION 2.10.     Temporary Securities.

                  Until definitive Securities are ready for delivery, Holdings
may prepare and the Trustee shall authenticate temporary Securities upon receipt
of a written order of Holdings in the form of an Officers' Certificate. The
Officers' Certificate shall specify the amount of temporary Securities to be
authenticated and the date on which the temporary Securities are to be
authenticated.

                  Temporary Securities shall be substantially in the form of
definitive Securities but may have variations that Holdings considers
appropriate for temporary Securities. Without unreasonable delay, Holdings shall
prepare and the Trustee shall authenticate upon receipt of a written order of
Holdings pursuant to Section 2.02 definitive Securities in exchange for
temporary Securities.

SECTION 2.11.     Cancellation.

                  Holdings at any time may deliver Securities to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Securities surrendered to them for transfer, exchange or payment. The
Trustee, or at the direction of the Trustee, the Registrar or the Paying Agent,
and no one else, shall cancel, and at the written direction of Holdings, dispose
of and deliver evidence of such disposal of all Securities surrendered for
transfer, exchange, payment or cancellation. Subject to Section 2.07, Holdings
may not issue new Securities to replace Securities that they have paid or
delivered to the Trustee for cancellation. If Holdings shall acquire any of the
Securities, such acquisition shall not operate as a redemption or satisfaction
of the Indebtedness represented by such Securities unless and until the same are
surrendered to the Trustee for cancellation pursuant to this Section 2.11.

SECTION 2.12.     Defaulted Interest.

                  Holdings shall pay interest on overdue principal from time to
time on demand at the rate of interest then borne by the Securities. Holdings
shall, to the extent lawful, pay interest on overdue installments of interest
(without regard to any applicable grace periods) from time to time on demand at
the rate of interest then borne by the Securities.

                  If Holdings defaults in a payment of interest on the
Securities, it shall pay the defaulted interest, plus (to the extent lawful) any
interest payable on the defaulted interest to the Persons who are Holders on a
subsequent special record date, which date shall be the fifteenth day preceding
the date fixed by Holdings for the payment of defaulted interest or the next
succeeding Business Day if such date is not a Business Day. At least 15 days
before the subsequent special record date, Holdings shall mail to each Holder,
with a copy to the Trustee, a notice that states the subsequent special record
date, the payment date and the amount of defaulted interest, and interest
payable on such defaulted interest, if any, to be paid.
<PAGE>   28
                                     - 22 -


                  Notwithstanding the foregoing, any interest which is paid
prior to the expiration of the 30-day period set forth in Section 6.01(a) shall
be paid to Holders as of the Interest Record Date for the Interest Payment Date
for which interest has not been paid.

SECTION 2.13.     CUSIP Number.

                  Holdings in issuing the Securities will use a "CUSIP" number
and the Trustee shall use the CUSIP number in notices of redemption or exchange
as a convenience to Holders; provided, however, that any such notice may state
that no representation is made as to the correctness or accuracy of the CUSIP
number printed in the notice or on the Securities, and that reliance may be
placed only on the other identification numbers printed on the Securities.
Holdings shall promptly notify the Trustee of any changes in CUSIP numbers.

SECTION 2.14.     Deposit of Moneys.

                  Prior to 11:00 a.m. New York City time on each Interest
Payment Date, Redemption Date, and the Final Maturity Date, Holdings shall
deposit with the Paying Agent in immediately available funds money sufficient to
make cash payments, if any, due on such Interest Payment Date, Redemption Date
or Final Maturity Date, as the case may be, in a timely manner which permits the
Paying Agent to remit payment to the Holders on such Interest Payment Date,
Redemption Date or Final Maturity Date, as the case may be.

SECTION 2.15.     Book-Entry Provisions for Global Securities.

                  (a) The Global Securities initially shall (i) be registered in
the name of the Depository or the nominee of such Depository, (ii) be delivered
to the Trustee as custodian for such Depository and (iii) bear legends as set
forth in Exhibit C.

                  Members of, or participants in, the Depository
("Participants") shall have no rights under this Indenture with respect to any
Global Security held on their behalf by the Depository, or the Trustee as its
custodian, or under the Global Security, and the Depository may be treated by
Holdings, the Trustee and any agent of Holdings or the Trustee as the absolute
owner of the Global Security for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall prevent Holdings, the Trustee or any agent of
Holdings or the Trustee from giving effect to any written certification, proxy
or other authorization furnished by the Depository or impair, as between the
Depository and Participants, the operation of customary practices governing the
exercise of the rights of a Holder of any Security.

                  (b) Transfers of Global Securities shall be limited to
transfers in whole, but not in part, to the Depository, its successors or their
respective nominees. Interests of beneficial owners in the Global Securities may
be transferred or exchanged for Physical Securities in accordance with the rules
and procedures of the Depository and the provisions of Section 2.16; provided,
however, that Physical Securities shall be transferred to all beneficial owners
in exchange for their beneficial interests in Global Securities if (i) the
Depository notifies Holdings that it is unwilling or unable to continue as
Depository for any Global Security and a successor Depository is not appointed
by Holdings within 90 days of such notice or (ii) an Event of Default has
occurred and is continuing and the Registrar has received a request from the
Depository to issue Physical Securities.

                  (c) In connection with the transfer of Global Securities as an
entirety to beneficial owners pursuant to paragraph (b) of this Section 2.15,
the Global Securities shall be deemed to be surrendered to the Trustee for
cancellation, and Holdings shall execute, and the Trustee shall upon written
instructions from
<PAGE>   29
                                     - 23 -


Holdings authenticate and deliver, to each beneficial owner identified by the
Depository in exchange for its beneficial interest in the Global Securities, an
equal aggregate principal amount at maturity of Physical Securities of
authorized denominations.

                  (d) Any Physical Security constituting a Restricted Security
delivered in exchange for an interest in a Global Security pursuant to paragraph
(c) of this Section 2.15 shall, except as otherwise provided by Section 2.16,
bear the Private Placement Legend.

                  (e) The Holder of any Global Security may grant proxies and
otherwise authorize any Person, including Participants and Persons that may hold
interests through Participants, to take any action which a Holder is entitled to
take under this Indenture or the Securities.

SECTION 2.16.     Registration of Transfers and Exchanges.

                  (a) Transfer and Exchange of Physical Securities. When
Physical Securities are presented to the Registrar or co-Registrar with a
request:

                  (i) to register the transfer of the Physical Securities; or

                  (ii) to exchange such Physical Securities for an equal
         principal amount of Physical Securities of other authorized
         denominations,

the Registrar or co-Registrar shall register the transfer or make the exchange
as requested if the requirements under this Indenture as set forth in this
Section 2.16 for such transactions are met; provided, however, that the Physical
Securities presented or surrendered for registration of transfer or exchange:

                  (I) shall be duly endorsed or accompanied by a written
         instrument of transfer in form satisfactory to the Registrar or
         co-Registrar, duly executed by the Holder thereof or his attorney duly
         authorized in writing; and

                  (II) in the case of Physical Securities the offer and sale of
         which have not been registered under the Securities Act, such Physical
         Securities shall be accompanied, in the sole discretion of Holdings, by
         the following additional information and documents, as applicable:

                  (A)      if such Physical Security is being delivered to the
                           Registrar or co-Registrar by a Holder for
                           registration in the name of such Holder, without
                           transfer, a certification from such Holder to that
                           effect (substantially in the form of Exhibit D
                           hereto); or

                  (B)      if such Physical Security is being transferred to a
                           QIB in accordance with Rule 144A, a certification to
                           that effect (substantially in the form of Exhibit D
                           hereto); or

                  (C)      if such Physical Security is being transferred to an
                           Institutional Accredited Investor, delivery of a
                           certification to that effect (substantially in the
                           form of Exhibit D hereto) and a transferee letter of
                           representation (substantially in the form of Exhibit
                           E hereto) and, at the option of Holdings, an Opinion
                           of Counsel reasonably satisfactory to Holdings to the
                           effect that such transfer is in compliance with the
                           Securities Act; or

                  (D)      if such Physical Security is being transferred in
                           reliance on Rule 144 under the Securities Act,
                           delivery of a certification to that effect
                           (substantially in the form of
<PAGE>   30
                                     - 24 -


                           Exhibit D hereto) and, at the option of Holdings, an
                           Opinion of Counsel reasonably satisfactory to
                           Holdings to the effect that such transfer is in
                           compliance with the Securities Act; or

                  (E)      if such Physical Security is being transferred in
                           reliance on Regulation S, delivery of a certification
                           to that effect (substantially in the form of Exhibit
                           D hereto) and a transferor certificate for Regulation
                           S transfers (substantially in the form of Exhibit F
                           hereto) and, at the option of Holdings, an Opinion of
                           Counsel reasonably satisfactory to Holdings to the
                           effect that such transfer is in compliance with the
                           Securities Act; or

                  (F)      if such Physical Security is being transferred in
                           reliance on another exemption from the registration
                           requirements of the Securities Act, a certification
                           to that effect (substantially in the form of Exhibit
                           D hereto) and, at the option of Holdings, an Opinion
                           of Counsel reasonably acceptable to Holdings to the
                           effect that such transfer is in compliance with the
                           Securities Act.

                  (b) Restrictions on Transfer of a Physical Security for a
Beneficial Interest in a Global Security. A Physical Security the offer and sale
of which has not been registered under the Securities Act may not be exchanged
for a beneficial interest in a Global Security except upon satisfaction of the
requirements set forth below. Upon receipt by the Registrar or co-Registrar of a
Physical Security, duly endorsed or accompanied by appropriate instruments of
transfer, in form satisfactory to the Registrar or co-Registrar, together with:

                  (A)      certification, substantially in the form of Exhibit D
                           hereto, that such Physical Security is being
                           transferred (I) to a QIB, (II) to an Institutional
                           Accredited Investor or (III) in an offshore
                           transaction in reliance on Regulation S and, with
                           respect to (II) or (III), at the option of Holdings,
                           an Opinion of Counsel reasonably acceptable to
                           Holdings to the effect that such transfer is in
                           compliance with the Securities Act; and

                  (B)      written instructions directing the Registrar or
                           co-Registrar to make, or to direct the Depository to
                           make, an endorsement on the applicable Global
                           Security to reflect an increase in the aggregate
                           amount of the Securities represented by the Global
                           Security,

then the Registrar or co-Registrar shall cancel such Physical Security and
cause, or direct the Depository to cause, in accordance with the standing
instructions and procedures existing between the Depository and the Registrar or
co-Registrar, the principal amount of Securities represented by the applicable
Global Security to be increased accordingly. If no 144A Global Security, IAI
Global Security or Regulation S Global Security, as the case may be, is then
outstanding, Holdings shall, unless either of the events in the proviso to
Section 2.15(b) have occurred and are continuing, issue and the Trustee shall,
upon written instructions from Holdings in accordance with Section 2.02,
authenticate such a Global Security in the appropriate principal amount.

                  (c) Transfer and Exchange of Global Securities. The transfer
and exchange of Global Securities or beneficial interests therein shall be
effected through the Depository in accordance with this Indenture (including the
restrictions on transfer set forth herein) and the procedures of the Depository
therefor. Upon receipt by the Registrar or Co-Registrar of written instructions,
or such other instruction as is customary for the Depository, from the
Depository or its nominee, requesting the registration of transfer of an
interest in a 144A Global Security, an IAI Global Security or a Regulation S
Global Security, as the case may be, to another type of Global Security,
together with the applicable Global Securities (or, if the applicable type of
Global
<PAGE>   31
                                     - 25 -


Security required to represent the interest as requested to be obtained is not
then outstanding, only the Global Security representing the interest being
transferred), the Registrar or Co-Registrar shall reflect on its books and
records (and the applicable Global Security) the applicable increase and
decrease of the principal amount of Securities represented by such types of
Global Securities, giving effect to such transfer. If the applicable type of
Global Security required to represent the interest as requested to be obtained
is not outstanding at the time of such request, Holdings shall issue and the
Trustee shall, upon written instructions from Holdings in accordance with
Section 2.02, authenticate a new Global Security of such type in principal
amount equal to the principal amount of the interest requested to be
transferred.

                  (d) Transfer of a Beneficial Interest in a Global Security for
a Physical Security.

                  (i) Any Person having a beneficial interest in a Global
         Security may upon request exchange such beneficial interest for a
         Physical Security; provided, however, that prior to the Registration, a
         transferee that is a QIB or Institutional Accredited Investor may not
         exchange a beneficial interest in Global Security for a Physical
         Security. Upon receipt by the Registrar or co-Registrar of written
         instructions, or such other form of instructions as is customary for
         the Depository, from the Depository or its nominee on behalf of any
         Person having a beneficial interest in a Global Security and upon
         receipt by the Trustee of a written order or such other form of
         instructions as is customary for the Depository or the Person
         designated by the Depository as having such a beneficial interest
         containing registration instructions and, in the case of any such
         transfer or exchange of a beneficial interest in Securities the offer
         and sale of which have not been registered under the Securities Act,
         the following additional information and documents:

                  (A)      if such beneficial interest is being transferred in
                           reliance on Rule 144 under the Securities Act,
                           delivery of a certification to that effect
                           (substantially in the form of Exhibit D hereto) and,
                           at the option of Holdings, an Opinion of Counsel
                           reasonably satisfactory to Holdings to the effect
                           that such transfer is in compliance with the
                           Securities Act; or

                  (B)      if such beneficial interest is being transferred in
                           reliance on another exemption from the registration
                           requirements of the Securities Act, a certification
                           to that effect (substantially in the form of Exhibit
                           D hereto) and, at the option of Holdings, an Opinion
                           of Counsel reasonably satisfactory to Holdings to the
                           effect that such transfer is in compliance with the
                           Securities Act,

         then the Registrar or co-Registrar will cause, in accordance with the
         standing instructions and procedures existing between the Depository
         and the Registrar or co-Registrar, the aggregate principal amount at
         maturity of the applicable Global Security to be reduced and, following
         such reduction, Holdings will execute and, upon receipt of an
         authentication order in the form of an Officers' Certificate in
         accordance with Section 2.02, the Trustee will authenticate and deliver
         to the transferee a Physical Security in the appropriate principal
         amount.

                  (ii) Securities issued in exchange for a beneficial interest
         in a Global Security pursuant to this Section 2.16(d) shall be
         registered in such names and in such authorized denominations as the
         Depository, pursuant to instructions from its direct or indirect
         participants or otherwise, shall instruct the Registrar or co-Registrar
         in writing. The Registrar or co-Registrar shall deliver such Physical
         Securities to the Persons in whose names such Physical Securities are
         so registered.
<PAGE>   32
                                     - 26 -


                  (e) Restrictions on Transfer and Exchange of Global
Securities. Notwithstanding any other provisions of this Indenture, a Global
Security may not be transferred as a whole except by the Depository to a nominee
of the Depository or by a nominee of the Depository to the Depository or another
nominee of the Depository or by the Depository or any such nominee to a
successor Depository or a nominee of such successor Depository.

                  (f) Private Placement Legend. Upon the transfer, exchange or
replacement of Securities not bearing the Private Placement Legend, the
Registrar or co-Registrar shall deliver Securities that do not bear the Private
Placement Legend. Upon the transfer, exchange or replacement of Securities
bearing the Private Placement Legend, the Registrar or co-Registrar shall
deliver only Securities that bear the Private Placement Legend unless, and the
Trustee is hereby authorized to deliver Securities without the Private Placement
Legend if, (i) there is delivered to the Trustee an Opinion of Counsel
reasonably satisfactory to Holdings and the Trustee to the effect that neither
such legend nor the related restrictions on transfer are required in order to
maintain compliance with the provisions of the Securities Act; (ii) such
Security has been sold pursuant to an effective registration statement under the
Securities Act (including pursuant to a Registration); or (iii) the date of such
transfer, exchange or replacement is two years after the later of (x) the Issue
Date and (y) the last date that Holdings or any affiliate (as defined in Rule
144 under the Securities Act) of Holdings was the owner of such Securities (or
any predecessor thereto).

                  (g) General. By its acceptance of any Security bearing the
Private Placement Legend, each Holder of such a Security acknowledges the
restrictions on transfer of such Security set forth in this Indenture and in the
Private Placement Legend and agrees that it will transfer such Security only as
provided in this Indenture.

                  The Trustee shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any
interest in any Security (including any transfers between or among Participants
or beneficial owners of interest in any Global Security) other than to require
delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by the terms
of, this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.

                  The Registrar shall retain copies of all letters, notices and
other written communications received pursuant to Section 2.15 or this Section
2.16. Holdings shall have the right to inspect and make copies of all such
letters, notices or other written communications at any reasonable time upon the
giving of reasonable written notice to the Registrar.

SECTION 2.17.     Issuance of Additional Securities.

                  Holdings shall be entitled to issue Additional Securities
under this Indenture which shall have identical terms as the Securities issued
on the Issue Date, other than with respect to the date of issuance, issue price
and amount of interest payable on the first payment date applicable thereto
(and, if such Additional Securities shall be issued in the form of Exchange
Securities, other than with respect to transfer restrictions); provided that
such issuance is not prohibited by Section 4.04. The Initial Securities issued
on the Issue Date, any Additional Securities and all Exchange Securities or
Private Exchange Securities issued in exchange therefor shall be treated as a
single class for all purposes under this Indenture.
<PAGE>   33
                                     - 27 -


                  With respect to any Additional Securities, Holdings shall set
forth in a Board Resolution and in an Officers' Certificate, a copy of each of
which shall be delivered to the Trustee, the following information:

                  (1) the aggregate principal amount of such Additional
         Securities to be authenticated and delivered pursuant to this
         Indenture;

                  (2) the issue price, the issue date and the CUSIP number of
         such Additional Securities and the amount of interest payable on the
         first payment date applicable thereto; and

                  (3) whether such Additional Securities shall be Restricted
         Securities and issued in the form of Initial Securities or shall be
         registered securities issued in the form of Unrestricted Securities.

                                  ARTICLE THREE

                                   REDEMPTION

SECTION 3.01.     Notices to Trustee.

                  If Holdings elects to redeem Securities pursuant to paragraph
5 of the Securities at the applicable redemption price set forth thereon, it
shall notify the Trustee in writing of the Redemption Date and the principal
amount of Securities to be redeemed. Holdings shall give such notice to the
Trustee at least 45 days before the Redemption Date (unless a shorter notice
shall be agreed to by the Trustee in writing), together with an Officers'
Certificate stating that such redemption will comply with the conditions
contained herein.

SECTION 3.02.      Selection of Securities To Be Redeemed.

                  If less than all of the Securities are to be redeemed pursuant
to paragraph 5 of the Securities, the Trustee shall select the Securities to be
redeemed in compliance with the requirements of the national securities
exchange, if any, on which the Securities are listed or, in the absence of such
requirements or if the Securities are not then listed on a national securities
exchange, on a pro rata basis, by lot or in such other manner as may be required
pursuant to this Indenture or otherwise as the Trustee shall deem fair and
appropriate. The Trustee shall make the selection from the Securities then
outstanding, subject to redemption and not previously called for redemption.

                  The Trustee may select for redemption pursuant to paragraph 5
of the Securities portions of the principal amount of Securities that have
denominations equal to or larger than $1,000 principal amount. Securities and
portions of them the Trustee so selects shall be in amounts of $1,000 principal
amount or integral multiples thereof. Provisions of this Indenture that apply to
Securities called for redemption also apply to portions of Securities called for
redemption.

SECTION 3.03.     Notice of Redemption.

                  At least 30 days but not more than 60 days before a Redemption
Date, Holdings shall mail a notice of redemption by first-class mail to each
Holder whose Securities are to be redeemed at such Holder's registered address.
<PAGE>   34
                                     - 28 -


                  Each notice of redemption shall identify the Securities to be
redeemed (including the CUSIP number thereon) and shall state:

                  (1) the Redemption Date;

                  (2) the redemption price;

                  (3) the name and address of the Paying Agent to which the
         Securities are to be surrendered for redemption;

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

                  (5) that, as long as Holdings has deposited with the Paying
         Agent funds in satisfaction of the applicable redemption price pursuant
         to this Indenture, interest on Securities called for redemption ceases
         to accrue on and after the Redemption Date and the only remaining right
         of the Holders is to receive payment of the redemption price upon
         surrender to the Paying Agent;

                  (6) in the case of any redemption pursuant to paragraph 5 of
         the Securities, if any Security is being redeemed in part, the portion
         of the principal amount of such Security to be redeemed and that, after
         the Redemption Date, upon surrender of such Security, a new Security or
         Securities in principal amount equal to the unredeemed portion thereof
         will be issued;

                  (7) the subparagraph of the Securities pursuant to which such
         redemption is being made; and

                  (8) that no representation is made as to the accuracy of the
         CUSIP number listed in such notice or printed on such Security.

                  At Holdings' request, the Trustee shall give the notice of
redemption on behalf of Holdings, in Holdings' name and at Holdings' expense.

SECTION 3.04.     Effect of Notice of Redemption.

                  Once a notice of redemption is mailed, Securities called for
redemption become due and payable on the Redemption Date and at the redemption
price. Upon surrender to the Paying Agent, such Securities shall be paid at the
redemption price, plus accrued interest thereon, if any, to the Redemption Date,
but interest installments whose maturity is on or prior to such Redemption Date
shall be payable to the Holders of record at the close of business on the
relevant Interest Record Date.

SECTION 3.05.     Deposit of Redemption Price.

                  At least one Business Day before the Redemption Date, Holdings
shall deposit with the Paying Agent (or if Holdings is its own Paying Agent, it
shall, on or before the Redemption Date, segregate and hold in trust) money
sufficient to pay the redemption price of and accrued interest, if any, on all
Securities to be redeemed on that date other than Securities or portions thereof
called for redemption on that date which have been delivered by Holdings to the
Trustee for cancellation.
<PAGE>   35
                                     - 29 -


                  If any Security surrendered for redemption in the manner
provided in the Securities shall not be so paid on the Redemption Date due to
the failure of Holdings to deposit with the Paying Agent money sufficient to pay
the redemption price thereof, the principal and accrued and unpaid interest, if
any, thereon shall, until paid or duly provided for, bear interest as provided
in Sections 2.12 and 4.01 with respect to any payment default.

SECTION 3.06.     Securities Redeemed in Part.

                  Upon surrender of a Security that is redeemed in part, the
Trustee shall authenticate for the Holder a new Security equal in principal
amount to the unredeemed portion of the Security surrendered.

                                  ARTICLE FOUR

                                    COVENANTS

SECTION 4.01.     Payment of Securities.

                  Holdings shall pay the principal of and interest on the
Securities in the manner provided in the Securities and the Registration Rights
Agreement. An installment of principal or interest shall be considered paid on
the date due if the Trustee or Paying Agent (other than Holdings or any
Affiliates of Holdings) holds on that date money designated for and sufficient
to pay the installment in full and is not prohibited from paying such money to
the Holders of the Securities pursuant to the terms of this Indenture.

                  Holdings shall pay cash interest on overdue principal at the
same rate per annum borne by the Securities. Holdings shall pay cash interest on
overdue installments of interest at the same rate per annum borne by the
Securities, to the extent lawful, as provided in Section 2.12.

SECTION 4.02.     Maintenance of Office or Agency.

                  Holdings shall give prompt written notice to the Trustee of
the location, and any change in the location, of any office or agency required
by Section 2.03. If at any time Holdings shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the address of the Trustee set forth in Section 10. Holdings hereby
initially designates the Trustee at its address set forth in Section 10.02 as
its office or agency in The Borough of Manhattan, The City of New York, for such
purposes.

SECTION 4.03.     Limitation on Transactions with Affiliates.

                 Holdings shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, enter into or permit to exist any
transaction (including, without limitation, the purchase, sale, lease,
contribution or exchange of any property or the rendering of any service) with
or for the benefit of any of its Affiliates (other than transactions between
Holdings and a Restricted Subsidiary of Holdings or among Restricted
Subsidiaries of Holdings) (an "Affiliate Transaction"), other than Affiliate
Transactions on terms that are no less favorable than those that might
reasonably have been obtained in a comparable transaction on an arm's-length
basis from a person that is not an Affiliate; provided, however, that for a
transaction or series of related transactions involving value of $5,000,000 or
more, such determination shall be made in good faith by a
<PAGE>   36
                                     - 30 -


majority of members of the Board of Directors of Holdings and by a majority of
the disinterested members of the Board of Directors of Holdings, if any;
provided, further, that for a transaction or series of related transactions
involving value of $15,000,000 or more, the board of directors of Holdings has
received an opinion from an independent investment banking firm of nationally
recognized standing that such Affiliate Transaction is fair, from a financial
point of view, to Holdings or such Restricted Subsidiary. The foregoing
restrictions shall not apply to (1) reasonable and customary directors' fees,
indemnification and similar arrangements and payments thereunder; (2) any
obligations of Holdings under any employment agreement, noncompetition or
confidentiality agreement with any officer of Holdings as in effect on March 3,
1998 (provided that each amendment of any of the foregoing agreements shall be
subject to the limitations of this covenant); (3) any Restricted Payment
permitted to be made pursuant to Section 4.09; (4) any issuance of securities,
or other payments, awards or grants in cash, securities or otherwise pursuant
to, or the funding of, employment arrangements, stock options and stock
ownership plans approved by the Board of Directors of Holdings; (5) loans or
advances to employees in the ordinary course of business of Holdings or any of
its Restricted Subsidiaries consistent with past practices; and (6) payments by
Holdings to Hicks Muse Partners in accordance with the terms of the Financial
Advisory Agreement and the Monitoring and Oversight Agreement.

SECTION 4.04.     Limitation on Incurrence of Additional Indebtedness and
                  Issuance of Capital Stock.

                  (a) Holdings shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, assume,
guarantee or otherwise become directly or indirectly liable, contingently or
otherwise, with respect to (collectively, "incur") any Indebtedness (other than
Permitted Indebtedness) and Holdings shall not issue any Disqualified Capital
Stock and its Restricted Subsidiaries shall not issue any Preferred Stock
(except Preferred Stock issued to Holdings or a Restricted Subsidiary of
Holdings so long as it is so held); provided, however, that Holdings and its
Restricted Subsidiaries may incur Indebtedness or issue shares of such Capital
Stock if, in either case, Holdings' Leverage Ratio at the time of incurrence of
such Indebtedness or the issuance of such Capital Stock, as the case may be,
after giving pro forma effect to such incurrence or issuance as of such date and
to the use of proceeds therefrom is less than 8.75 to 1 and, provided further,
that if such Indebtedness is Indebtedness of Holdings, such Indebtedness is pari
passu with the Securities as to right of payment and such Indebtedness shall not
have the benefit of any security except to the extent that the Securities are
equally and ratably secured therewith.

                  (b) Holdings shall not incur or suffer to exist, or permit any
of its Subsidiaries to incur or suffer to exist, any Obligations with respect to
an Unrestricted Subsidiary that would violate the provisions set forth in the
definition of Unrestricted Subsidiary.

SECTION 4.05.     Payments for Consents.

                  Neither Holdings nor any of its Subsidiaries will, directly or
indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any Holder of any Securities for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of this Indenture or the Securities unless such consideration is offered to be
paid or is paid to all Holders of the Securities that consent, waive or agree to
amend in the time frame set forth in the solicitation documents relating to such
consent, waiver or agreement.
<PAGE>   37
                                     - 31 -


SECTION 4.06.     Limitation on Investment Company Status.

                  Holdings and its Subsidiaries shall not take any action, or
otherwise permit to exist any circumstance, that would require Holdings to
register as an "investment company" under the Investment Company Act of 1940, as
amended.

SECTION 4.07.     Limitation on Asset Sales.

                  Holdings shall not, and shall not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless (i) Holdings or the applicable
Restricted Subsidiary, as the case may be, receives consideration at the time of
such Asset Sale at least equal to the fair market value of the assets sold or
otherwise disposed of (as determined in good faith by management of Holdings or,
if such Asset Sale involves consideration in excess of $10,000,000, by the board
of directors of Holdings, as evidenced by a board resolution), (ii) at least 75%
of the consideration received by Holdings or such Restricted Subsidiary, as the
case may be, from such Asset Sale is in the form of cash or Cash Equivalents and
is received at the time of such disposition and (iii) upon the consummation of
an Asset Sale, Holdings applies, or causes such Restricted Subsidiary to apply,
such Net Cash Proceeds within 180 days of receipt thereof either (A) to repay
any Indebtedness of a Restricted Subsidiary of Holdings (and, to the extent such
Indebtedness relates to principal under a revolving credit or similar facility,
to obtain a corresponding reduction in the commitments thereunder, except that
Holdings may temporarily repay such Indebtedness using the Net Cash Proceeds
from such Asset Sale and thereafter use such funds to reinvest pursuant to
clause (B) below within the period set forth therein without having to obtain a
corresponding reduction in the commitments thereunder), (B) to reinvest, or to
be contractually committed to reinvest pursuant to a binding agreement, in
Productive Assets and, in the latter case, to have so reinvested within 360 days
of the date of receipt of such Net Cash Proceeds or (C) to purchase Securities
(or Existing Holdings Notes) tendered to Holdings for purchase at a price equal
to (a) 101% of the Accreted Value thereof if redeemed on or before March 1,
2003, and (b) 100% of the principal amount thereof plus accrued interest
thereon, if any, to the date of purchase pursuant to an offer to purchase made
by Holdings (a "Net Proceeds Offer") if redeemed after March 1, 2003; provided,
however, that Holdings may defer making a Net Proceeds Offer until the aggregate
net Cash Proceeds from Asset Sales not otherwise applied in accordance with this
Section 4.07 equal or exceed $15,000,000.

                  Subject to the deferral right set forth in the final proviso
of the preceding paragraph, each notice of a Net Proceeds Offer shall be mailed,
by first-class mail, to Holders not more than 180 days after the relevant Asset
Sale or, in the event Holdings or a Restricted Subsidiary has entered into a
binding agreement as provided in (B) above, within 180 days following the
termination of such agreement but in no event later than 360 days after the
relevant Asset Sale. Such notice shall specify, among other things, the purchase
date (which shall be no earlier than 30 days nor later than 45 days from the
date such notice is mailed, except as otherwise required by law) and shall
otherwise comply with the procedures set forth in this Indenture. Upon receiving
notice of the Net Proceeds Offer, Holders may elect to tender their Securities
in whole or in part in integral multiples of $1,000. To the extent Holders
properly tender Securities in an amount which exceeds the Net Proceeds Offer,
Securities shall be repurchased on a pro rata basis (based upon the aggregate
principal amount tendered, or, if applicable, the aggregate accreted value
tendered). To the extent that the aggregate principal amount of Securities
tendered pursuant to any Net Proceeds Offer is less than the amount of Net Cash
Proceeds subject to such Net Proceeds Offer, Holdings may use any remaining
portion of such Net Cash Proceeds not required to fund the repurchase of
tendered Securities for any purposes otherwise permitted by this Indenture. Upon
the consummation of any Net Proceeds Offer, the amount of Net Cash Proceeds
subject to any future Net Proceeds Offer from the Asset Sales giving rise to
such Net Cash Proceeds shall be deemed to be zero.
<PAGE>   38
                                     - 32 -


                  Holdings shall comply with the requirements of Rule 14e-1
under the Exchange Act to the extent applicable in connection with the
repurchase of Securities pursuant to a Net Proceeds Offer.

SECTION 4.08.     Limitation on Asset Swaps.

                  Holdings shall not, and shall not permit any Restricted
Subsidiary to, engage in any Asset Swap, unless: (i) at the time of entering
into such Asset Swap, and immediately after giving effect to such Asset Swap, no
Default or Event of Default shall have occurred and be continuing, (ii) in the
event such Asset Swap involves an aggregate amount in excess of $10,000,000, the
terms of such asset Swap have been approved by a majority of the members of the
Board of Directors of Holdings and (iii) in the event such Asset Swap involves
an aggregate amount in excess of $50,000,000, Holdings has received a written
opinion from an independent investment banking firm of nationally recognized
standing that such Asset Swap is fair to Holdings or such Restricted Subsidiary,
as the case may be, from a financial point of view.

SECTION 4.09.     Limitation on Restricted Payments.

                 (a) Holdings shall not, and shall not cause or permit any of
its Restricted Subsidiaries to, directly or indirectly, make any Restricted
Payment if at the time of such Restricted Payment and immediately after giving
effect thereto:

                  (i) a Default or Event of Default shall have occurred; or

                  (ii) Holdings would be able to incur $1.00 of additional
         Indebtedness (other than Permitted Indebtedness) in compliance with
         Section 4.04; or

                  (iii) the aggregate amount of Restricted Payments made
         subsequent to March 3, 1998 (the amount expended for such purposes, if
         other than in cash, being the fair market value of such property as
         determined by the Board of Directors of Holdings in good faith) exceeds
         the sum of (a) (x) 100% of the aggregate Consolidated Cash Flow of
         Holdings (or, in the event such Consolidated Cash Flow shall be a
         deficit, minus 100% of such deficit) accrued subsequent to March 3,
         1998 to the most recent date for which financial information is
         available to Holdings, taken as one accounting period, less (y) 1.4
         times Consolidated Interest Expense for the same period, plus (b) 100%
         of the aggregate net proceeds, including the fair market value of
         property other than cash as determined by the Board of Directors of the
         Company in good faith, received subsequent to March 3, 1998 by Holdings
         from any Person (other than a Restricted Subsidiary of Holdings) from
         the issuance and sale subsequent to March 3, 1998 of Qualified Capital
         Stock of Holdings (excluding (i) any net proceeds from issuances and
         sales financed directly or indirectly using funds borrowed from
         Holdings or any Restricted Subsidiary of Holdings, until and to the
         extent such borrowing is repaid, but including the proceeds from the
         issuance and sale of any securities convertible into or exchangeable
         for Qualified Capital Stock to the extent such securities are so
         converted or exchanged and including any additional proceeds received
         by Holdings upon such conversion or exchange and (ii) any net proceeds
         received from issuances and sales that are used to consummate a
         transaction described in clause (2) of paragraph (b) below), plus (c)
         without duplication of any amount included in clause (iii)(b) above,
         100% of the aggregate net proceeds, including the fair market value of
         property other than cash (valued as provided in clause (iii)(b) above),
         received by Holdings as a capital contribution subsequent to March 3,
         1998, plus (d) the amount equal to the net reduction in Investments
         (other than Permitted Investments) made by Holdings or any of its
         Restricted Subsidiaries in any Person resulting from, and without
         duplication, (i) repurchases or redemptions of such Investments by such
         Person, proceeds realized upon the sale of such Investment to
<PAGE>   39
                                     - 33 -


         an unaffiliated purchaser and repayments of loans or advances or other
         transfers of assets by such Person to Holdings or any Restricted
         Subsidiary of Holdings or (ii) the redesignation of Unrestricted
         Subsidiaries as Restricted Subsidiaries (valued in each case as
         provided in the definition of "Investment") not to exceed, in the case
         of any Restricted Subsidiary, the amount of Investments previously made
         by Holdings or any Restricted Subsidiary in such Unrestricted
         Subsidiary, which amount was included in the calculation of Restricted
         Payments; provided, however, that no amount shall be included under
         this clause (d) to the extent it is already included in Consolidated
         Cash Flow, plus (e) the aggregate net cash proceeds received by a
         Person in consideration for the issuance of such Person's Capital Stock
         (other than Disqualified Capital Stock) that are held by such Person at
         the time such Person is merged with and into the Company in accordance
         with Section 5.01 subsequent to March 3, 1998; provided, however, that
         concurrently with or immediately following such merger the Company uses
         an amount equal to such net cash proceeds to redeem or repurchase the
         Company's Capital Stock, plus (f) $15,000,000.

                  (b) Notwithstanding the foregoing, these provisions shall not
prohibit: (1) the payment of any dividend or the making of any distribution
within 60 days after the date of its declaration if such dividend or
distribution would have been permitted on the date of declaration; (2) the
purchase, redemption or other acquisition or retirement of any Capital Stock of
Holdings or any warrants, options or other rights to acquire shares of any class
of such Capital Stock either (x) solely in exchange for shares of Qualified
Capital Stock or other rights to acquire Qualified Capital Stock or (y) through
the application of the net proceeds of a substantially concurrent sale for cash
(other than to a Restricted Subsidiary of Holdings) of shares of Qualified
Capital Stock or warrants, options or other rights to acquire Qualified Capital
Stock or (z) in the case of Disqualified Capital Stock, solely in exchange for,
or through the application of the net proceeds of a substantially concurrent
sale for cash (other than to a Restricted Subsidiary of Holdings) of,
Disqualified Capital Stock; (3) payments made pursuant to any merger,
consolidation or sale of assets effected in accordance with Section 5.01;
provided, however, that no such payment may be made pursuant to this clause (3)
unless, after giving effect to such transaction (and the incurrence of any
Indebtedness in connection therewith and the use of the proceeds thereof),
Holdings would be able to incur $1.00 of additional Indebtedness (other than
Permitted Indebtedness) in compliance with Section 4.04 such that after
incurring that $1.00 of Additional Indebtedness, the Leverage Ratio would be
less than 7.75 to 1; (4) payments to enable Holdings or any holding company as
to which Holdings is, directly or indirectly, a Restricted Subsidiary (a
"Holding Company") to pay dividends on its Capital Stock (other than
Disqualified Capital Stock) after the first Public Equity Offering in an annual
amount not to exceed 6.0% of the gross proceeds (before deducting underwriting
discounts and commissions and other fees and expenses of the offering) received
from shares of Capital Stock (other than Disqualified Capital Stock) sold for
the account of the issuer thereof (and not for the account of any stockholder)
in such initial Public Equity Offering; (5) payments by Holdings to fund the
payment by any Holding Company of audit, accounting, legal or other similar
expenses, to pay franchise or other similar taxes and to pay other corporate
overhead expenses, so long as such dividends are paid as and when needed by its
respective direct or indirect Holding Company and so long as the aggregate
amount of payments pursuant to this clause (5) does not exceed $1,000,000 in any
calendar year; (6) payments by Holdings to repurchase, or to enable a Holding
Company to repurchase, Capital Stock or other securities from employees of the
Company or a Holding Company in an aggregate amount not to exceed $15,000,000
since March 3, 1998; (7) payments by Holdings to redeem or repurchase or to
enable a Holding Company to redeem or repurchase stock purchase or similar
rights granted by Holdings with respect to its Capital Stock in an aggregate
amount not to exceed $500,000 since March 3, 1998; (8) payments, not to exceed
$200,000 in the aggregate since March 3, 1998, to enable Holdings or a Holding
Company to make cash payments to holders of its Capital Stock in lieu of the
issuance of fractional shares of its Capital Stock; (9) payments by Holdings to
fund taxes of a Holding Company for a given taxable year in an amount equal to
Holdings' "separate return liability," as if the Company were the parent of a
consolidated
<PAGE>   40
                                     - 34 -


group (for purposes of this clause (9) "separate return liability" for a given
taxable year shall mean the hypothetical United States tax liability of Holdings
defined as if Holdings had filed its own U.S. federal tax return for such
taxable year); and (10) payments by Holdings to Hicks Muse Partners in
accordance with the terms of the Financial Advisory Agreement and the Monitoring
and Oversight Agreement; provided, however, that in the case of clauses (3),
(4), (6), (7) and (8), no Event of Default shall have occurred or be continuing
at the time of such payment or as a result thereof. In determining the aggregate
amount of Restricted Payments made subsequent to March 3, 1998, amounts expended
pursuant to clauses (1), (4), (6), (7) and (8) shall be included in such
calculation.

SECTION 4.10.     Notice of Defaults.

                 (a) In the event that any Indebtedness of Holdings or any of
its Subsidiaries is declared due and payable before its maturity because of the
occurrence of any default (or any event which, with notice or lapse of time, or
both, would constitute such a default) under such Indebtedness, Holdings shall
promptly give written notice to the Trustee of such declaration, the status of
such default or event and what action Holdings is taking or proposes to take
with respect thereto.

                 (b) Upon becoming aware of the occurrence and continuation of
any Default or Event of Default, Holdings shall promptly deliver an Officers'
Certificate to the Trustee specifying the Default or Event of Default.

SECTION 4.11.     Reports.

                  So long as any of the Securities are outstanding, Holdings
shall provide to the Trustee and the Holders and file with the Commission, to
the extent such submissions are accepted for filing by the Commission, copies of
the annual reports and of the information, documents and other reports that
Holdings would have been required to file with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act, regardless of whether Holdings is then
obligated to file such reports.

SECTION 4.12.     Limitations on Dividend and Other Payment Restrictions
                  Affecting Restricted Subsidiaries.

                  Holdings shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause to permit to
exist or become effective, by operation of the charter of such Restricted
Subsidiary or by reason of any agreement, instrument, judgment, decree, rule,
order, statute or governmental regulation, any encumbrance or restriction on the
ability of any Restricted Subsidiary to (a) pay dividends or make any other
distributions on its Capital Stock; (b) make loans or advances or pay any
Indebtedness or other obligation owed to Holdings or any of its Restricted
Subsidiaries; or (c) transfer any of its property or assets to Holdings, except
for such encumbrances or restrictions existing under or by reason of: (1)
applicable law; (2) this Indenture; (3) customary non-assignment provisions of
any lease governing a leasehold interest of Holdings or any Restricted
Subsidiary; (4) any instrument governing Acquired Indebtedness or Acquired
Preferred Stock, which encumbrance or restriction is not applicable to any
Person, or the properties or assets of any Person, other than the Person, or the
property or assets of the Person, so acquired; (5) agreements existing on March
3, 1998 (including the Existing Holdings Notes, the Senior Subordinated Notes
and the Credit Agreement) as such agreements are from time to time in effect;
provided, however, that any amendments or modifications of such agreements that
affect the encumbrances or restrictions of the types subject to this covenant
shall not result in such encumbrances or restrictions being less favorable to
Holdings in any material respect, as determined in good faith by the Board of
Directors of Holdings, than the provisions as in effect
<PAGE>   41
                                     - 35 -


before giving effect to the respective amendment or modification; (6) any
restriction with respect to such a Restricted Subsidiary imposed pursuant to an
agreement entered into for the sale or disposition of all or substantially all
the Capital Stock or assets of such Restricted Subsidiary pending the closing of
such sale or disposition; (7) an agreement effecting a refinancing, replacement
or substitution of Indebtedness issued, assumed or incurred pursuant to an
agreement referred to in clause (2), (4) or (5) above or any other agreement
evidencing Indebtedness permitted under this Indenture; provided, however, that
the provisions relating to such encumbrance or restriction contained in any such
refinancing, replacement or substitution agreement or any such other agreement
are no less favorable to Holdings in any material respect as determined in good
faith by the Board of Directors of Holdings than the provisions relating to such
encumbrance or restriction contained in agreements referred to in such clause
(2), (4) or (5); (8) restrictions on the transfer of the assets subject to any
Lien imposed by the holder of such Lien; (9) a licensing agreement to the extent
such restrictions or encumbrances limit the transfer of property subject to such
licensing agreement; (10) restrictions relating to Subsidiary Preferred Stock
that require that due and payable dividends thereon to be paid in full prior to
dividends on such Subsidiary's common stock; or (11) any agreement or charter
provision evidencing Indebtedness or Capital Stock permitted under this
Indenture; provided, however, that the provisions relating to such encumbrance
or restriction contained in such agreement or charter provision are not less
favorable to Holdings in any material respect as determined in good faith by the
Board of Directors of Holdings than the provisions relating to such encumbrance
or restriction contained in this Indenture.

SECTION 4.13.     Change of Control.

                  (a) Upon the occurrence of a Change of Control, each Holder
will have the right to require that Holdings purchase all or a portion of such
Holder's Securities in cash pursuant to the offer described below (the "Change
of Control Offer"), at a purchase price equal to (a) 101% of the Accreted Value
thereof if purchased on or before March 1, 2003 and (b) 101% of the aggregate
principal amount thereof, plus accrued and unpaid interest, if any, to the date
of such purchase (subject to the rights of Holders of record on the relevant
Interest Record Date to receive interest due on the relevant Interest Payment
Date) if purchased after March 1, 2003.

                  (b) Prior to the mailing of the notice referred to below, but
in any event within 30 days following the date on which Holdings becomes aware
that a Change of Control has occurred (the "Change of Control Date"), Holdings
covenants that if the purchase of the Securities would violate or constitute a
default under any other Indebtedness of Holdings or its Subsidiaries, or not be
permitted (including because Subsidiaries of Holdings could not provide adequate
funds thereof), then Holdings shall and shall cause its Subsidiaries, to the
extent needed to permit such purchase of Securities, either (i) repay all such
Indebtedness and terminate all commitments outstanding thereunder or (ii) obtain
the requisite consents, if any, under any such Indebtedness to permit the
purchase of the Securities as provided below. Holdings will first comply with
the covenant in the preceding sentence before it will be required to make the
Change of Control Offer or purchase the Securities pursuant to the provisions
described below.

                  (c) Within 30 days following the date on which Holdings
becomes aware that a Change of Control has occurred, Holdings shall send, by
first class mail, postage prepaid, a notice to each Holder, which notice shall
govern the terms of the Change of Control Offer. The notice to the Holders shall
contain all instructions and materials necessary to enable such Holders to
tender Securities pursuant to the Change of Control Offer. Such notice shall
state:

                  (1) that the Change of Control Offer is being made pursuant to
         this Section 4.13 and that all Securities validly tendered and not
         withdrawn will be accepted for payment;
<PAGE>   42
                                     - 36 -


                  (2) the purchase price (including the amount of accrued
         interest, if any) and the purchase date (which shall be no earlier than
         30 days nor later than 45 days from the date such notice is mailed,
         other than as may be required by law) (the "Change of Control Payment
         Date");

                  (3) that any Security not tendered will continue to accrue
         interest;

                  (4) that, unless Holdings defaults in making payment therefor,
         any Security accepted for payment pursuant to the Change of Control
         Offer shall cease to accrue interest after the Change of Control
         Payment Date;

                  (5) that Holders electing to have a Security purchased
         pursuant to a Change of Control Offer will be required to surrender the
         Security, with the form entitled "Option of Holder to Elect Purchase"
         on the reverse of the Security completed, to the Paying Agent and
         Registrar for the Securities at the address specified in the notice
         prior to the close of business on the Business Day prior to the Change
         of Control Payment Date;

                  (6) that Holders will be entitled to withdraw their election
         if the Paying Agent receives, not later than five Business Days prior
         to the Change of Control Payment Date, a telegram, telex, facsimile
         transmission or letter setting forth the name of the Holder, the
         principal amount of the Securities the Holder delivered for purchase
         and a statement that such Holder is withdrawing his election to have
         such Security purchased;

                  (7) that Holders whose Securities are purchased only in part
         will be issued new Securities in a principal amount equal to the
         unpurchased portion of the Securities surrendered; provided, however,
         that each Security purchased and each new Security issued shall be in a
         principal amount of $1,000 or integral multiples thereof; and

                  (8) the circumstances and relevant facts regarding such Change
         of Control.

                  (d) On or before the Change of Control Payment Date, Holdings
shall (i) accept for payment Securities or portions thereof (in integral
multiples of $1,000) validly tendered pursuant to the Change of Control Offer,
(ii) deposit with the Paying Agent in accordance with Section 2.14 cash in U.S.
dollars or United States Government Obligations sufficient to pay the purchase
price plus accrued and unpaid interest, if any, of all Securities so tendered
and (iii) deliver to the Trustee Securities so accepted together with an
Officers' Certificate stating the Securities or portions thereof being purchased
by Holdings. Upon receipt by the Paying Agent of the monies specified in clause
(ii) above and a copy of the Officers' Certificate specified in clause (iii)
above, the Paying Agent shall promptly mail to the Holders of Securities so
accepted payment in an amount equal to the purchase price plus accrued and
unpaid interest, if any, out of the funds deposited with the Paying Agent in
accordance with the preceding sentence. The Trustee shall promptly authenticate
and mail to such Holders new Securities equal in principal amount to any
unpurchased portion of the Securities surrendered. Upon the payment of the
purchase price for the Securities accepted for purchase, the Trustee shall
return the Securities purchased to Holdings for cancellation. Any monies
remaining after the purchase of Securities pursuant to a Change of Control Offer
shall be returned within three Business Days by the Trustee to Holdings except
with respect to monies owed as obligations to the Trustee pursuant to Article
Seven. For purposes of this Section 4.13, the Trustee shall, except with respect
to monies owed as obligations to the Trustee pursuant to Article Seven, act as
the Paying Agent.
<PAGE>   43
                                     - 37 -


                  (e) Holdings will comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder
to the extent such laws and regulations are applicable in connection with the
purchase of the Securities pursuant to a Change of Control Offer. To the extent
the provisions of any such rule conflict with the provisions of this Indenture
relating to a Change of Control Offer, Holdings shall comply with the provisions
of such rule and be deemed not to have breached its obligations relating to such
Change of Control Offer by virtue thereof.

                  (f) Paragraphs (a)-(e) of this Section 4.13 notwithstanding,
Holdings shall not be required to make a Change of Control Offer if, instead,
Holdings elects to effect a Change of Control Redemption in compliance with the
requirements listed on the Securities in Exhibit A and Exhibit B hereof.

                  (g) Paragraphs (a)-(f) notwithstanding, Holdings shall not be
required to make a Change of Control Offer or a Change of Control Redemption in
the event of (i) changes in a majority of the board of directors of Holdings or
the Company so long as a majority of such board of directors continues to
consist of Continuing Directors and (ii) certain transactions with Permitted
Holders (including Hicks Muse, its officers and directors, and their respective
Affiliates).

SECTION 4.14.     Compliance Certificate.

                  Holdings shall deliver to the Trustee within 120 days after
the close of each fiscal year a certificate signed by the principal executive
officer, principal financial officer or principal accounting officer stating
that a review of the activities of Holdings 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 Holdings that occurred during such fiscal year. If they do know of
such a Default or Event of Default, their status and the action Holdings is
taking or proposes to take with respect thereto. The first certificate to be
delivered by Holdings pursuant to this Section 4.14 shall be for the fiscal year
ending December 31, 1998.

SECTION 4.15.     Corporate Existence.

                  Subject to Article Five, Holdings shall do or shall cause to
be done all things necessary to preserve and keep in full force and effect its
corporate existence and the corporate, partnership or other existence of each
Subsidiary in accordance with the respective organizational documents of each
such Subsidiary and the rights (charter and statutory) and material franchises
of Holdings and the Subsidiaries; provided, however, that Holdings shall not be
required to preserve any such right or franchise, or the corporate existence of
any Subsidiary, if the Board of Directors of Holdings shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
Holdings and its Subsidiaries, taken as a whole; provided, further, however,
that a determination of the Board of Directors of Holdings shall not be required
in the event of a merger of one or more Restricted Subsidiaries of Holdings with
or into another Restricted Subsidiary of Holdings or another Person, if the
surviving Person is a Restricted Subsidiary of Holdings organized under the laws
of the United States or a State thereof or of the District of Columbia. This
Section 4.15 shall not prohibit Holdings from taking any other action otherwise
permitted by, and made in accordance with, the provisions of this Indenture.

SECTION 4.16.     Maintenance of Properties and Insurance.

                  (a) Holdings shall, and shall cause each of its Restricted
Subsidiaries to, maintain its material properties in normal condition (subject
to ordinary wear and tear) and make all reasonably necessary repairs,
<PAGE>   44
                                     - 38 -


renewals or replacements thereto as in the judgment of Holdings may be
reasonably necessary to the conduct of the business of Holdings and its
Restricted Subsidiaries; provided, however, that nothing in this Section 4.16
shall prevent Holdings or any of its Restricted Subsidiaries from discontinuing
the operation and maintenance of any of its properties, if such properties are,
in the reasonable and good faith judgment of the Board of Directors of Holdings
or the Restricted Subsidiary, as the case may be, no longer reasonably necessary
in the conduct of their respective businesses.

                  (b) Holdings shall provide or cause to be provided, for itself
and each of its Restricted Subsidiaries, insurance (including appropriate
self-insurance) against loss or damage of the kinds that, in the reasonable,
good faith opinion of Holdings, are reasonably adequate and appropriate for the
conduct of the business of Holdings and such Restricted Subsidiaries.

SECTION 4.17.     Payment of Taxes and Other Claims.

                  Holdings shall pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (i) all material taxes,
assessments and governmental charges (including withholding taxes and any
penalties, interest and additions to taxes) levied or imposed upon it or any of
its Restricted Subsidiaries or properties of it or any of its Restricted
Subsidiaries and (ii) all material lawful claims for labor, materials, supplies
and services that, if unpaid, might by law become a Lien upon the property of it
or any of its Restricted Subsidiaries; provided, however, that there shall not
be required to be paid or discharged any such tax, assessment or charge, the
amount, applicability or validity of which is being contested in good faith by
appropriate proceedings and for which adequate provision has been made or where
the failure to effect such payment or discharge is not adverse in any material
respect to the Holders.

SECTION 4.18.     Waiver of Stay, Extension or Usury Laws.

                  Holdings covenants (to the extent that it may lawfully do so)
that it will not at any time insist upon, plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law or any
usury law or other law that would prohibit or forgive Holdings from paying all
or any portion of the principal of, premium or interest on the Securities as
contemplated herein, wherever enacted, now or at any time hereafter in force, or
which may affect the obligations or the performance of this Indenture; and (to
the extent that it may lawfully do so) Holdings hereby expressly waives all
benefit or advantage of any such law, and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such law
had been enacted.

                                  ARTICLE FIVE

                         MERGERS; SUCCESSOR CORPORATION

SECTION 5.01.     Mergers, Consolidation and Sale of Assets.

                  (a) Holdings shall not, in a single transaction or a series of
related transactions, consolidate with or merge with or into, or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of its
assets to, another Person or adopt a plan of liquidation unless (i) either (1)
Holdings is the surviving Person or (2) the Person (if other than Holdings)
formed by such consolidation or into which Holdings is merged or the person that
acquires by conveyance, transfer or lease the properties and assets of Holdings
substantially as an
<PAGE>   45
                                     - 39 -


entirety or in the case of a plan of liquidation, the Person to which assets of
Holdings have been transferred, shall be a corporation, partnership, limited
liability company or trust organized and existing under the laws of the United
States or any State thereof or the District of Columbia; (ii) such surviving
person shall assume all of the obligations of Holdings under the Securities and
this Indenture pursuant to a supplemental indenture in a form reasonably
satisfactory to the Trustee; (iii) immediately after giving effect to such
transaction and the use of the proceeds therefrom (on a pro forma basis,
including giving effect to any Indebtedness incurred or anticipated to be
incurred in connection with such transaction), (1) no Default or Event of
Default shall have occurred and be continuing and (2) Holdings (in the case of
clause (1) of the foregoing clause (i)) or such Person (in the case of clause
(2) of the foregoing clause (i)) shall have a Leverage Ratio that would be less
than 8.75 to 1; and (iv) Holdings has delivered to the Trustee prior to the
consummation of the proposed transaction an Officers' Certificate and an Opinion
of Counsel, each stating that such consolidation, merger or transfer complies
with this Indenture and that all conditions precedent in this Indenture relating
to such transaction have been satisfied.

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

                  (c) Notwithstanding the foregoing clauses (ii) and (iii) in
paragraph (a) above, (1) any Restricted Subsidiary of Holdings may consolidate
with, merge into or transfer all or part of its properties and assets to
Holdings and (2) Holdings may merge with an Affiliate thereof organized solely
for the purpose of reorganizing Holdings in another jurisdiction in the U.S. to
realize tax or other benefits.

SECTION 5.02.     Successor Corporation Substituted.

                  In the event of any transaction (other than a lease) described
in and complying with the conditions listed in Section 5.01 in which Holdings is
not the surviving person and the surviving person is to assume all the
Obligations of Holdings under the Securities, this Indenture and the
Registration Rights Agreement pursuant to a supplemental indenture, such
surviving person shall succeed to, and be substituted for, and may exercise
every right and power of Holdings, and Holdings shall be discharged from its
Obligations under this Indenture, the Securities and the Registration Rights
Agreement.

                                   ARTICLE SIX

                              DEFAULT AND REMEDIES

SECTION 6.01.     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;
<PAGE>   46
                                     - 40 -


                  (b) the failure to pay principal of or premium, if any, on any
         Security when such principal or premium, if any, becomes due and
         payable, at maturity, upon redemption or otherwise;

                  (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 Holdings 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 Holdings or any Restricted Subsidiary of Holdings, 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 Holdings 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) Holdings ceasing for any reason to own directly all of the
         outstanding capital stock (including shares issuable upon conversion or
         exchange of other instruments or obligations) of the Company;

                  (g) Holdings or any of its Significant Restricted Subsidiaries
         (or one or more Restricted Subsidiaries that, taken together would
         constitute a Significant Restricted Subsidiary) 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 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; or

                  (h) a court of competent jurisdiction enters an order or
         decree under any Bankruptcy Law that: (i) is for relief against
         Holdings or any Significant Restricted Subsidiary (or one or more
         Restricted Subsidiaries that, taken together would constitute a
         Significant Restricted Subsidiary) of Holdings in an involuntary case
         or proceeding; (ii) appoints a Custodian of Holdings or any Significant
         Restricted Subsidiary (or one or more Restricted Subsidiaries that,
         taken together would constitute a Significant Restricted Subsidiary) of
         Holdings for all or substantially all of its property; or (iii) orders
         the liquidation of Holdings or any Significant Restricted Subsidiary
         (or one or more Restricted Subsidiaries that, taken together would
         constitute a Significant Restricted Subsidiary) of Holdings; 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.
<PAGE>   47
                                     - 41 -


SECTION 6.02.     Acceleration.

                  If an Event of Default with respect to the Securities (other
than an Event of Default specified in clause (g) or (h) of Section 6.01) 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 Holdings and the Trustee specifying the respective Event of Default and that
it is a "notice of acceleration" (the "Acceleration Notice"), and the same shall
become immediately due.

                  If an Event of Default specified in clause (g) or (h) of
Section 6.01 occurs and is continuing, 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) Holdings 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 clause (g)
or (h) of Section 6.01, 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 6.03.     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 6.04.     Waiver of Past Default.

                  Subject to Sections 2.09, 6.07 and 9.02, 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 any existing Default or Event of Default and its
consequences, except a Default in the payment of principal of or interest on any
Security as specified in clauses (a), (b), (c) and (d) of
<PAGE>   48
                                     - 42 -


Section 6.01 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 9.02. Holdings 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,
Holdings, 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 6.04 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 6.05.     Control by Majority.

                  Subject to Section 2.09, 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 7.01)
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 6.05 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 6.06.     Limitation on Suits.

                  A Holder may not pursue any remedy with respect to this
Indenture or the Securities unless:

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

                  (ii) 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;

                  (iii) such Holder or Holders offer and, if requested, provide
         to the Trustee indemnity satisfactory to the Trustee against any loss,
         liability or expense;

                  (iv) 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

                  (v) 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.
<PAGE>   49
                                     - 43 -


SECTION 6.07.     Rights of Holders To Receive Payment.

                  Notwithstanding any other provision of this Indenture, the
right of any Holder to receive payment of 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 6.08.     Collection Suit by Trustee.

                  If an Event of Default in payment of principal or interest
specified in Section 6.01(a), (b), (c) or (d) occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against Holdings 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 6.09.     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 Holdings (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 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 7.07. 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 6.10.     Priorities.

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

                  First: to the Trustee for amounts due under Section 7.07;

                  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 Holdings.
<PAGE>   50
                                     - 44 -


                  The Trustee, upon prior written notice to Holdings, may fix a
record date and payment date for any payment to the Holders pursuant to this
Section 6.10.

SECTION 6.11.     Undertaking for Costs.

                  In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as 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 6.11 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.

                                  ARTICLE SEVEN

                                     TRUSTEE

SECTION 7.01.     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 7.01;

                  (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 6.02, 6.04 and 6.05.
<PAGE>   51
                                     - 45 -


                  (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 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
7.01.

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

SECTION 7.02.     Rights of Trustee.

                  Subject to Section 7.01:

                  (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 10.05. 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
         Holdings.

                  (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 Holdings mentioned herein
         shall be sufficiently evidenced by a Holdings Request or Holdings 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 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.
<PAGE>   52
                                     - 46 -


                  (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 Holdings, 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 7.03.     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 Holdings 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
7.10 and 7.11.

SECTION 7.04.     Trustee's Disclaimer.

                  The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Indenture or the
Securities, it shall not be accountable for Holdings' use of the proceeds from
the Securities, and it shall not be responsible for any statement of Holdings 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 7.05.     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 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 5.01, 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.
<PAGE>   53
                                     - 47 -


SECTION 7.06.     Reports by Trustee to Holders.

                  If required by TIA Section 313(a), within 60 days after each
February 1 beginning with March 1, 1997, 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.

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

SECTION 7.07.     Compensation and Indemnity.

                  Holdings 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
Holdings 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. Holdings 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 the Trustee's negligence or willful
misconduct. Such expenses shall include the reasonable compensation,
disbursements and expenses of the Trustee's agents, accountants, experts and
outside counsel and any taxes or other expenses incurred by a trust created
pursuant to Section 8.01 hereof.

                  Holdings shall 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 such loss, damage, claim, liability or
expense is due to its negligence or willful misconduct of the indemnified party.
The indemnified party shall notify Holdings 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 Holdings shall not relieve
Holdings of its obligations hereunder unless Holdings has been prejudiced
thereby. Holdings shall defend the claim and the indemnified party shall
cooperate in the defense at Holdings' expense; provided that Holdings shall not
be liable in any action or for which it has assumed the defense for the expenses
of separate counsel to the indemnified party unless (1) the employment of
separate counsel has been authorized by Holdings, (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 Holdings or (3) a conflict
or potential conflict exists (based upon advice of counsel to the indemnified
party) between the indemnified party and Holdings; provided further, however,
that in any such event Holdings' reimbursement obligation with respect to
separate counsel of the indemnified party will be limited to the reasonable fees
and expenses of such counsel.

                  Holdings need not pay for any settlement made without their
written consent, which consent shall not be unreasonably withheld. Holdings need
not reimburse any expense or indemnify against any loss or liability incurred by
the Trustee or any Agent as a result of its own negligence or willful
misconduct.
<PAGE>   54
                                     - 48 -


                  To secure Holdings' payment obligations in this Section 7.07,
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 6.01(g) or (h) 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.

                  The provisions of this Section 7.07 shall survive the
termination of this Indenture

SECTION 7.08.     Replacement of Trustee.

                  The Trustee may resign at any time by so notifying Holdings in
writing. The Holders of a majority in principal amount of the outstanding
Securities may remove the Trustee by so notifying the Trustee and Holdings in
writing and may appoint a successor Trustee with Holdings' consent. Holdings may
remove the Trustee if:

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

                  (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), Holdings 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 Holdings.

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to Holdings. As promptly as practicable
after that, the retiring Trustee shall transfer, after payment of all sums then
owing to the Trustee pursuant to Section 7.07, all property held by it as
Trustee to the successor Trustee, subject to the Lien provided in Section 7.07,
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, Holdings
or the Holders of at least 10% in principal amount of the outstanding Securities
may petition, at the expense of Holdings, any court of competent jurisdiction
for the appointment of a successor Trustee.

                  If the Trustee fails to comply with Section 7.10, any Holder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.
<PAGE>   55
                                     - 49 -


                  Notwithstanding replacement of the Trustee pursuant to this
Section 7.08, Holdings' obligations under Section 7.07 shall continue for the
benefit of the retiring Trustee.

SECTION 7.09.     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 Seven.

SECTION 7.10.     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 Holdings 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
Holdings 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 7.10, the Trustee shall resign
immediately in the manner and with the effect hereinbefore specified in this
Article Seven. The provisions of TIA Section 310 shall apply to Holdings and any
other obligor of the Securities.

SECTION 7.11.     Preferential Collection of Claims Against Holdings.

                  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 EIGHT

                       DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 8.01.     Termination of Holdings' Obligations.

                  Holdings may terminate its obligations under the Securities
and this Indenture, except those obligations referred to in the penultimate
paragraph of this Section 8.01, if:

                  (i) either (a) all the Securities theretofore authenticated
         and delivered (except lost, stolen or destroyed Securities which have
         been replaced or paid and Securities for whose payment money has
         theretofore been deposited in trust or segregated and held in trust by
         Holdings and thereafter repaid to Holdings or discharged from such
         trust) have been delivered to the Trustee for cancellation or (b) all
         Securities not theretofore delivered to the Trustee for cancellation
         have become due and payable or have been called for redemption and
         Holdings has irrevocably deposited or caused to be deposited with the
         Trustee funds in an amount sufficient to pay and discharge the entire
         Indebtedness on the Securities not theretofore delivered to the Trustee
         for cancellation, for principal of, premium, if any, and interest
<PAGE>   56
                                     - 50 -


         on the Securities to the date of deposit together with irrevocable
         instructions from Holdings directing the Trustee to apply such funds to
         the payment thereof at maturity or redemption, as the case may be;

                  (ii) Holdings has paid all other sums payable under this
         Indenture by Holdings; and

                 (iii) Holdings has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel stating that all conditions
         precedent under this Indenture relating to the satisfaction and
         discharge of this Indenture have been complied with.

                  Notwithstanding the first paragraph of this Section 8.01,
Holdings' obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 7.07, 7.08, 8.05
and 8.06 shall survive until the Securities are no longer outstanding pursuant
to Section 2.08. After the Securities are no longer outstanding, Holdings'
obligations in Sections 7.07, 7.08, 8.05 and 8.06 shall survive.

                  After such delivery or irrevocable deposit, the Trustee upon
request shall acknowledge in writing the discharge of Holdings' obligations
under the Securities and this Indenture except for those surviving obligations
specified above.

SECTION 8.02.     Legal Defeasance and Covenant Defeasance

                  (a) Holdings may terminate its obligations in respect of the
Securities by delivering all outstanding Securities to the Trustee for
cancellation and paying all sums payable by it on account of principal of and
interest on all Securities or otherwise. In addition to the foregoing, Holdings
may, at its option, at any time elect to have either paragraph (b) or (c) below
be applied to all outstanding Securities, subject in either case to compliance
with the conditions set forth in Section 8.03.

                  (b) Upon Holdings' exercise under paragraph (a) hereof of the
option applicable to this paragraph (b), Holdings shall, subject to the
satisfaction of the conditions set forth in Section 8.03, be deemed to have paid
and discharged the entire indebtedness represented by the outstanding
Securities, except for (i) the rights of Holders to receive payments in respect
of the principal of, premium, if any, and interest on the Securities when such
payments are due, (ii) Holdings' obligations with respect to the Securities
under Sections 2.03 through 2.07, inclusive, and 4.02, (iii) the rights, powers,
trust, duties and immunities of the Trustee under this Indenture and Holdings'
obligations in connection therewith and (iv) Article Eight of this Indenture
(hereinafter, "Legal Defeasance"). Subject to compliance with this Article
Eight, Holdings may exercise its option under this paragraph (b) notwithstanding
the prior exercise of its option under paragraph (c) hereof.

                  (c) Upon Holdings' exercise under paragraph (a) hereof of the
option applicable to this paragraph (c), Holdings shall, subject to the
satisfaction of the conditions set forth in Section 8.03, be released from its
obligations under Sections 4.03 through 4.13, inclusive, 4.16 and Article Five
with respect to the outstanding Securities (hereinafter, "Covenant Defeasance")
and thereafter any omission to comply with such obligations shall not constitute
a Default or an Event of Default with respect to the Securities.

SECTION 8.03.     Conditions to Legal Defeasance or Covenant Defeasance.

                  In order to exercise either Legal Defeasance pursuant to
Section 8.02(b) or Covenant Defeasance pursuant to Section 8.02(c):

                  (a) Holdings must irrevocably deposit with the Trustee, in
         trust, for the benefit of the Holders, cash in U.S. dollars or United
         States Government Obligations, or a combination thereof, in such
         amounts as will be sufficient, in the opinion of a nationally
         recognized firm of independent public
<PAGE>   57
                                     - 51 -


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

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

                  (c) in the case of an election under Section 8.02(c), Holdings
         shall have delivered to the Trustee an Opinion of Counsel in the United
         States reasonably acceptable to the Trustee confirming that the Holders
         of the Securities will not recognize income, gain or loss for federal
         income tax purposes as a result of such Covenant Defeasance and will be
         subject to federal income tax on the same amounts, in the same manner
         and at the same times as would have been the case if such Covenant
         Defeasance had not occurred;

                  (d) no Default or Event of Default shall have occurred and be
         continuing on the date of such deposit (other than a Default or Event
         of Default resulting from the borrowing of funds to be applied to such
         deposit) or insofar as Sections 6.01(g) and 6.01(h) are concerned, at
         any time in the period ending on the 91st day after the date of such
         deposit;

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

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

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

                  (h) Holdings shall have delivered to the Trustee an Opinion of
         Counsel to the effect that assuming no intervening bankruptcy or
         insolvency of Holdings between the date of deposit and the 91st day
         following the deposit and that no Holder is an insider of Holdings,
         after the 91st day following the deposit, the trust funds will not be
         subject to the effect of any applicable bankruptcy, insolvency,
         reorganization or similar law affecting creditors' rights generally.

                  Notwithstanding the foregoing, the Opinion of Counsel required
by clause (b) above need not be delivered if all Securities not theretofore
delivered to the Trustee for cancellation (x) have become due and payable, (y)
will become due and payable on the Final Maturity Date within one year or (z)
are to be called for
<PAGE>   58
                                     - 52 -


redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption by the Trustee in the name, and at the
expense, of Holdings.

SECTION 8.04.     Application of Trust Money; Trustee Acknowledgment and
                  Indemnity.

                  The Trustee shall hold in trust money or United States
Government Obligations deposited with it pursuant to Section 8.03, and shall
apply the deposited money and the money from United States Government
Obligations in accordance with this Indenture solely to the payment of principal
of, premium, if any, and interest on the Securities.

                  After such delivery or irrevocable deposit and delivery of an
Officers' Certificate and Opinion of Counsel, the Trustee upon request shall
acknowledge in writing the discharge of Holdings' obligations under the
Securities and this Indenture except for those surviving obligations specified
above.

                  Holdings shall pay and indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the United States Government
Obligations deposited pursuant to Section 8.03 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of outstanding Securities.

SECTION 8.05.     Repayment to Company.

                  Subject to Sections 7.07 and 8.04, the Trustee shall promptly
pay to Holdings upon written request any excess money held by it at any time.
The Trustee shall pay to Holdings upon written request any money held by it for
the payment of principal or interest that remains unclaimed for two years;
provided, however, that the Trustee before being required to make any payment
may at the expense of Holdings cause to be published once in a newspaper of
general circulation in The City of New York or mail to each Holder entitled to
such money notice that such money remains unclaimed and that, after a date
specified therein which shall be at least 30 days from the date of such
publication or mailing, any unclaimed balance of such money then remaining shall
be repaid to Holdings. After payment to Holdings, Holders entitled to money must
look solely to Holdings for payment as general creditors unless an applicable
abandoned property law designates another person and all liability of the
Trustee or Paying Agent with respect to such money shall thereupon cease.

SECTION 8.06.     Reinstatement.

                  If the Trustee is unable to apply any money or United States
Government Obligations in accordance with Section 8.02 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application,
Holdings' obligations under this Indenture and the Securities shall be revived
and reinstated as though no deposit had occurred pursuant to Section 8.02 until
such time as the Trustee is permitted to apply all such money or United States
Government Obligations in accordance with Section 8.02; provided, however, that
if Holdings has made any payment of interest on or principal of any Securities
because of the reinstatement of its obligations, Holdings shall be subrogated to
the rights of the Holders of such Securities to receive such payment from the
money or United States Government Obligations held by the Trustee.
<PAGE>   59
                                     - 53 -


                                  ARTICLE NINE

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01.     Without Consent of Holders.

                  Holdings, 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 Holdings under the Securities and this Indenture in
         connection with any transaction complying with Article Five 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; or

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

provided, however, that Holdings has delivered to the Trustee an Opinion of
Counsel stating that such amendment or supplement complies with the provisions
of this Section 9.01.

SECTION 9.02.     With Consent of Holders.

                  Subject to Section 6.07, Holdings, when authorized by a Board
Resolution, and the Trustee may modify, amend or supplement, or waive compliance
by Holdings 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 modification, amendment, supplement or waiver, including a waiver pursuant
to Section 6.04, may:

                  (a) [reserved];

                  (b) reduce the principal amount of or change the Stated
         Maturity of any Security or alter the provisions with respect to the
         repurchase or redemption of the Securities (other than provisions
         relating to Section 4.07 or 4.13);

                  (c) reduce the rate of or change the time for payment of
         interest on any Security;
<PAGE>   60
                                     - 54 -


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

                  (e) 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;

                  (f) modify any provisions of Section 6.04 (other than to add
         sections of this Indenture or the Securities subject thereto) or 6.07
         or this Section 9.02 (other than to add sections of this Indenture or
         the Securities which may not be modified, amended, supplemented or
         waived without the consent of each Holder affected);

                  (g) 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;

                  (h) 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 6.02 and a waiver of the payment default that
         resulted from such acceleration);

                  (i) waive a mandatory repurchase or redemption payment with
         respect to any Security required by Section 4.07 or 4.13; or

                  (j) modify the ranking or priority of any Security in any
         manner adverse to the Holders of the Securities.

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

                  After an amendment, supplement or waiver under this Section
9.02 becomes effective, Holdings shall mail to the Holders affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
Holdings 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 9.03.     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 9.04.     Record Date for Consents and Effect of Consents.

                  Holdings 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.
<PAGE>   61
                                     - 55 -


                  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 (j) of Section 9.02. 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 9.05.     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 Holdings or the
Trustee so determine, Holdings 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 9.06.     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 Nine is
authorized or permitted by this Indenture and that such amendment, supplement or
waiver constitutes the legal, valid and binding obligation of Holdings,
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 TEN

                                  MISCELLANEOUS

SECTION 10.01.    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 10.02.    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:
<PAGE>   62
                                     - 56 -


                  if to Holdings:

                  LIN Holdings Corp.
                  Four Richmond Square, Suite 200
                  Providence, Rhode Island  02906
                  Attention:  Deborah Jacobson

                  Facsimile:   (401) 273-8779
                  Telephone:  (401) 457-9403

                  Copy to:

                  Hicks, Muse, Tate & Furst Incorporated
                  1325 Avenue of the Americas, 25th Floor
                  New York, New York  10019
                  Attention:  Michael J. Levitt

                  Facsimile:  (212) 424-1450
                  Telephone:  (212) 424-1407

                  if to the Trustee:

                  United States Trust Company of New York
                  114 West 47th Street
                  New York, New York  10036
                  Attention:   Corporate Trust Department

                  Facsimile:   (212) 852-1625
                  Telephone:  (212) 852-1000

                  Holdings 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.
<PAGE>   63
                                     - 57 -


SECTION 10.03.    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. Holdings, the Trustee, the Registrar and any other person shall have
the protection of TIA Section 312(c).

SECTION 10.04.    Certificate and Opinion as to Conditions Precedent.

                  Upon any request or application by Holdings to the Trustee to
take or refrain from taking any action under this Indenture, Holdings shall
furnish to the Trustee at the request of the Trustee:

                  (1) 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

                  (2) 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 10.05.    Statements Required in Certificate.

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

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

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

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

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

SECTION 10.06.    Rules by Trustee, Paying Agent, Registrar.

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

SECTION 10.07.    Governing Law.

                  THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS INDENTURE
AND THE SECURITIES WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW TO THE
EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.
<PAGE>   64
                                     - 58 -


SECTION 10.08.    No Recourse Against Others.

                  No director, officer, employee, incorporator or stockholder of
Holdings shall have any liability for any obligations of Holdings under the
Securities or this Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder by accepting a
Security waives and releases all such liability. The waiver and release are part
of the consideration for the issuance of the Securities.

SECTION 10.09.    Successors.

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

SECTION 10.10.    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 10.11.    Severability.

                  In case any provision in this Indenture or in the Securities
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby, and a Holder shall have no claim therefor against any party
hereto.

SECTION 10.12.    No Adverse Interpretation of Other Agreements.

                  This Indenture may not be used to interpret another indenture,
loan or debt agreement of Holdings or a Subsidiary of Holdings. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.

SECTION 10.13.    Legal Holidays.

                  If a payment date is not a Business Day at a place of payment,
payment may be made at that place on the next succeeding Business Day.

                  [Remainder of page intentionally left blank]
<PAGE>   65
                                       S-1

                                   SIGNATURES

                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed as of the date first written above.

                                  LIN HOLDINGS CORP.


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


                                  UNITED STATES TRUST COMPANY OF
                                    NEW YORK, as Trustee


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


<PAGE>   66








                                                                       EXHIBIT A

                           [FORM OF SERIES A SECURITY]


                  THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS.
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN 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") WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY
AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
SUCH SECURITY), ONLY (A) TO HOLDINGS, (B) PURSUANT TO A REGISTRATION STATEMENT
THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS
THE SECURITIES ARE ELIGIBLE FOR 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 WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS ACQUIRING
THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE
SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR
OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES
ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER'S AND THE TRUSTEE'S
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D), (E) OR
(F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM AND, IN THE CASE OF THE FOREGOING
CLAUSE (D), A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF
THIS SECURITY COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE ISSUERS AND THE
TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE
RESALE RESTRICTION TERMINATION DATE.


                                      A-1
<PAGE>   67
THIS SECURITY IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION
1271 ET SEQ. OF THE INTERNAL REVENUE CODE. FOR EACH $1,000 PRINCIPAL AMOUNT AT
MATURITY OF THIS SECURITY, THE ISSUE PRICE IS $      AND THE AMOUNT OF ORIGINAL
ISSUE DISCOUNT IS $        . THE ISSUE DATE OF THIS SECURITY IS       AND THE
YIELD TO MATURITY IS      %.

                               LIN HOLDINGS CORP.

                        10% Senior Discount Note due 2008

                                                                   CUSIP No.:[ ]

No. [ ]                                                                     $[ ]

               LIN HOLDINGS CORP., a Delaware corporation ("Holdings," which
term includes any successor corporation), for value received, promise to pay to
[ ] or registered assigns the principal sum of [ ] Dollars, on March 1, 2008.

               Interest Payment Dates: March 1 and September 1, commencing on
September 1, 2003

               Interest Record Dates: February 15 and August 15.

                  Reference is made to the further provisions of this Security
contained herein, which will for all purposes have the same effect as if set
forth at this place.

                  IN WITNESS WHEREOF, Holdings has caused this Security to be
signed manually or by facsimile by its duly authorized officer.

                                    LIN HOLDINGS CORP.


                                    By:
                                       _________________________________________
                                       Name:
                                       Title:



Dated:


                                      A-2
<PAGE>   68
                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

                  This is one of the 10% Senior Discount Notes due 2008,
described in the within-mentioned Indenture.

Dated:

                                     UNITED STATES TRUST COMPANY OF
                                       NEW YORK, as Trustee


                                     By:
                                        ________________________________________
                                        Authorized Signatory


                                      A-3
<PAGE>   69
                              (REVERSE OF SECURITY)

                               LIN HOLDINGS CORP.


                        10% Senior Discount Note due 2008

1.       Interest.

                  LIN HOLDINGS CORP. promises to pay interest on the principal
amount of this Security at the rate per annum shown above. Cash interest on the
Securities will accrue from the most recent date to which interest has been paid
or, if no interest has been paid, from March 1, 2003. Holdings will pay interest
semi-annually in arrears on each Interest Payment Date, commencing on September
1, 2003. Interest will be computed on the basis of a 360-day year of twelve
30-day months.

                  Holdings shall pay interest on overdue principal from time to
time on demand and on overdue installments of interest (without regard to any
applicable grace periods) to the extent lawful from time to time on demand, in
each case at the rate borne by the Securities.

2.       Method of Payment.

                  Holdings shall pay interest on the Securities (except
defaulted interest) to the persons who are the registered Holders at the close
of business on the Interest Record Date immediately preceding the Interest
Payment Date even if the Securities are canceled on registration of transfer or
registration of exchange after such Interest Record Date. Holders must surrender
Securities to a Paying Agent to collect principal payments. Holdings shall pay
principal and interest in money of the United States that at the time of payment
is legal tender for payment of public and private debts ("U.S. Legal Tender").
However, Holdings may pay principal and interest by wire transfer of Federal
funds (provided that the Paying Agent shall have received wire instructions on
or prior to the relevant Interest Record Date), or interest by check payable in
such U.S. Legal Tender. Holdings may deliver any such interest payment to the
Paying Agent or to a Holder at the Holder's registered address.

3.       Paying Agent and Registrar.

               Initially, United States Trust Company of New York (the
"Trustee") will act as Paying Agent and Registrar. Holdings may change any
Paying Agent or Registrar without notice to the Holders. Holdings may, subject
to certain exceptions, act as Registrar.

4.       Indenture.

                  Holdings issued the Securities under an Indenture, dated as of
June 14, 2001 (the "Indenture"), by and among Holdings and the Trustee.
Capitalized terms herein are used as defined in the Indenture unless otherwise
defined herein. This Security is one of a duly authorized issue of Securities of
Holdings designated as its 10% Senior Discount Notes due 2008, Series A (the
"Initial Securities"), which may be issued under the Indenture. Holdings shall
be entitled to issue Additional Securities pursuant to Section 2.17 of the
Indenture. The Securities include the Initial Securities, the Private Exchange
Securities (as defined in the Indenture) and the Unrestricted Securities (as
defined in the Indenture). All Securities issued under the Indenture are treated
as a single class of securities under the Indenture. The terms of the Securities
include those


                                      A-4
<PAGE>   70
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) (the "TIA"),
as in effect on the date of the Indenture (except as otherwise indicated in the
Indenture) until such time as the Indenture is qualified under the TIA, and
thereafter as in effect on the date on which the Indenture is qualified under
the TIA. Notwithstanding anything to the contrary herein, the Securities are
subject to all such terms, and Holders are referred to the Indenture and the TIA
for a statement of them. The Securities are general unsecured, senior
obligations of Holdings.

5.       Optional Redemption.

                 (a) The Securities will be redeemable at the option of
Holdings, in whole or in part, at any time on or after March 1, 2003, at the
redemption prices (expressed as a percentage of principal amount) set forth
below, plus accrued and unpaid interest thereon, if any, to the Redemption Date
(subject to the right of Holders of record on the relevant Interest Record Date
to receive interest due on the relevant Interest Payment Date) if redeemed
during the 12-month period commencing on March 1 of the years indicated below:

<TABLE>
<CAPTION>
               Year                            Percentage
<S>            <C>                               <C>
               2003                              105.000%
               2004                              103.333%
               2005                              101.667%
               2006 and thereafter               100.000%
</TABLE>

                 (b) Prior to March 1, 2003, upon the occurrence of a Change of
Control, Holdings will have the option to redeem the Securities in whole but not
in part (a "Change of Control Redemption") at a redemption price equal to 100%
of the Accreted Value thereof, plus the Applicable Premium. In order to effect a
Change of Control Redemption, Holdings must send a notice to each Holder, which
notice shall govern the terms of the Change of Control Redemption. Such notice
must comply with the provisions of Section 3.03 of the Indenture; provided,
however, that such notice must be mailed to Holders within 30 days following the
date the Change of Control occurred (the "Change of Control Redemption Date")
and state that Holdings is effecting a Change of Control Redemption in lieu of a
Change of Control Offer.

                  "Applicable Premium" means, with respect to a Security at any
Change of Control Redemption Date, the greater of (i) 1.0% of the Accreted Value
of such Security and (ii) the excess of (A) the present value at such time of
the redemption price of such Security at March 1, 2003 (such redemption price
being described in paragraph (a) above) computed using a discount rate equal to
the Treasury Rate plus 87.5 basis points over (B) the Accreted Value of such
Security.

                  "Treasury Rate" means the yield to maturity at the time of
computation of United States Treasury Securities with a constant maturity (as
compiled and published in the most recent Federal Reserve Statistical Release
H.15(519) that has become publicly available at least two business days prior to
the Change of Control Redemption Date (or, if such Statistical Release is no
longer published, any publicly available source of similar market data)) most
nearly equal to the period from the Change of Control Redemption Date to March
1, 2003; provided, however, that if the period from the Change of Control
Redemption Date to March 1, 2003 is not equal to the constant maturity of a
United States Treasury security for which a weekly average yield is given, the
Treasury Rate shall be obtained by linear interpolation (calculated to the
nearest one-twelfth of a year) from the weekly average yields of United States
Treasury Securities for which such yields are given except that if the period
from the Change of Control Redemption Date to March 1, 2003 is less than one
year, the weekly average yield on actually traded United States Treasury
Securities adjusted to a constant maturity of one year shall be used.


                                      A-5
<PAGE>   71
6.       Notice of Redemption.

                  Notice of redemption will be mailed by first-class mail at
least 30 days but not more than 60 days before the Redemption Date to each
Holder of Securities to be redeemed at its registered address. The Trustee may
select for redemption portions of the principal amount of Securities that have
denominations equal to or larger than $1,000 principal amount. Securities and
portions of them the Trustee so selects shall be in amounts of $1,000 principal
amount or integral multiples thereof.

                  If any Security is to be redeemed in part only, the notice of
redemption that relates to such Security shall state the portion of the
principal amount thereof to be redeemed. A new Security in a principal amount
equal to the unredeemed portion thereof will be issued in the name of the Holder
thereof upon cancellation of the original Security. On and after the Redemption
Date, interest will cease to accrue on Securities or portions thereof called for
redemption so long as Holdings has deposited with the Paying Agent for the
Securities funds in satisfaction of the redemption price pursuant to the
Indenture and the Paying Agent is not prohibited from paying such funds to the
Holders pursuant to the terms of the Indenture.

7.       Change of Control Offer.

                  Following the occurrence of a Change of Control (the date of
such occurrence being the "Change of Control Date"), Holdings shall, within 30
days after the Change of Control Date, be required to offer to purchase all
Securities then outstanding at a purchase price in cash equal to (a) 101% of the
Accreted Value thereof if purchased on or before March 1, 2003 and (b) 101% of
the aggregate principal amount thereof, plus accrued and unpaid interest
thereon, if any, to the date of such purchase (subject to the rights of Holders
of record on the relevant Interest Record Date to receive interest due on the
relevant Interest Payment Date) if purchased after March 1, 2003.

8.       Limitation on Disposition of Assets.

                  Holdings is, subject to certain conditions and certain
exceptions, obligated to offer to purchase the Securities at a purchase price
equal to (a) 101% of the Accreted Value thereof if redeemed on or before March
1, 2003, and (b) 100% of the principal amount thereof, plus accrued and unpaid
interest thereon, if any, to the date of such purchase if redeemed after March
1, 2003 (subject to the rights of Holders of Record on the relevant Interest
Record Date to receive interest due on the relevant Interest Payment Date) with
the proceeds of certain asset dispositions.

9.       Denominations; Transfer; Exchange.

                  The Securities are in registered form, without coupons, in
denominations of $1,000 and integral multiples of $1,000. A Holder shall
register the transfer of or exchange Securities in accordance with the
Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay certain transfer
taxes or similar governmental charges payable in connection therewith as
permitted by the Indenture. The Registrar need not register the transfer of or
exchange any Securities or portions thereof selected for redemption, except the
unredeemed portion of any security being redeemed in part.

10.      Persons Deemed Owners.

                  The registered Holder of a Security shall be treated as the
owner of it for all purposes.


                                      A-6
<PAGE>   72
11.      Unclaimed Funds.

                  If funds for the payment of principal or interest remain
unclaimed for two years, the Trustee and the Paying Agent will repay the funds
to Holdings at their written request. After that, all liability of the Trustee
and such Paying Agent with respect to such funds shall cease.

12.      Legal Defeasance and Covenant Defeasance.

                  Holdings may be discharged from its obligations under the
Indenture and the Securities, except for certain provisions thereof, and may be
discharged from obligations to comply with certain covenants contained in the
Indenture and the Securities, in each case upon satisfaction of certain
conditions specified in the Indenture.

13.      Amendment; Supplement; Waiver.

                  Subject to certain exceptions, the Indenture and the
Securities may be amended or supplemented with the written consent of the
Holders of at least a majority in aggregate principal amount of the Securities
then outstanding, and any existing Default or Event of Default or compliance
with any provision may be waived with the consent of the Holders of a majority
in aggregate principal amount of the Securities then outstanding. Without notice
to or consent of any Holder, the parties thereto may amend or supplement the
Indenture and the Securities to, among other things, cure any ambiguity, defect
or inconsistency, provide for uncertificated Securities in addition to or in
place of certificated Securities or comply with any requirements of the SEC in
connection with the qualification of the Indenture under the TIA, or make any
other change that does not materially adversely affect the rights of any Holder.

14.      Restrictive Covenants.

                  The Indenture contains certain covenants that, among other
things, limit the ability of Holdings and the Restricted Subsidiaries to make
restricted payments, to incur indebtedness, to sell assets, to permit
restrictions on dividends and other payments by Subsidiaries to Holdings, to
consolidate, merge or sell all or substantially all of its assets and to engage
in transactions with affiliates. The limitations are subject to a number of
important qualifications and exceptions. Holdings must report annually to the
Trustee on compliance with such limitations.

15.      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 Securities then
outstanding may declare all the Securities to be due and payable immediately in
the manner and with the effect provided in the Indenture. Holders of Securities
may not enforce the Indenture or the Securities except as provided in the
Indenture. The Trustee is not obligated to enforce the Indenture, or the
Securities unless it has received indemnity satisfactory to it. The Indenture
permits, subject to certain limitations therein provided, Holders of a majority
in aggregate principal amount of the Securities then outstanding to direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders notice of certain continuing Defaults or Events of Default if it
determines that withholding notice is in their interest.


                                      A-7
<PAGE>   73
16.      Trustee Dealings with Holdings.

               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 Holdings, its respective Subsidiaries or their respective Affiliates as if
it were not the Trustee.

17.      No Recourse Against Others.

                  No director, officer, employee, incorporator or stockholder of
Holdings shall have any liability for any obligations of Holdings under the
Securities or the Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder by accepting a
Security waives and releases all such liability. The waiver and release are part
of the consideration for the issuance of the Securities.

18.      Authentication.

                  This Security shall not be valid until the Trustee or
authenticating agent signs the certificate of authentication on this Security.

19.      Abbreviations and Defined Terms.

                  Customary abbreviations may be used in the name of a Holder of
a Security or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts
to Minors Act).

20.      CUSIP Numbers.

                  Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, Holdings has caused CUSIP numbers to
be printed on the Securities as a convenience to the Holders of the Securities.
No representation is made as to the accuracy of such numbers as printed on the
Securities and reliance may be placed only on the other identification numbers
printed hereon.

21.      Registration Rights.

                  Pursuant to the Registration Rights Agreement, Holdings will
be obligated to consummate an exchange offer pursuant to which the Holder of
this Security shall have the right to exchange this Security for a 10% Senior
Discount Note due 2008 of Holdings which has been registered under the
Securities Act, in like principal amount and having terms identical in all
material respects to the Initial Securities. The Holders shall be entitled to
receive certain liquidated damages payments in the event such exchange offer is
not consummated and upon certain other conditions, all pursuant to and in
accordance with the terms of the Registration Rights Agreement.

22.      Governing Law.

                  The laws of the State of New York shall govern the Indenture
and this Security without regard to principles of conflicts of laws to the
extent that the application of the laws of another jurisdiction would be
required thereby.


                                      A-8
<PAGE>   74
                                 ASSIGNMENT FORM

I or we assign and transfer this Security to

________________________________________________________________________________

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

________________________________________________________________________________
(Insert Social Security or other identifying number of assignee or transferee)

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


Dated:___________________          Signed: _____________________________________
                                           (Signed exactly as name appears
                                           on the other side of this Security)

Signature Guarantee:
                    ____________________________________________________________
                        Participant in a recognized Signature Guarantee
                        Medallion Program (or other signature guarantor program
                        reasonably acceptable to the Trustee)
<PAGE>   75
                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have this Security purchased by
Holdings pursuant to Section 4.07 or Section 4.13 of the Indenture, check the
appropriate box:

         Section 4.07 [  ]                       Section 4.13 [  ]

                  If you want to elect to have only part of this Security
purchased by Holdings pursuant to Section 4.07 or Section 4.13 of the Indenture,
state the amount: $_____________

Dated:___________________      Your Signature:
                                              __________________________________
                                             (Signed exactly as name appears
                                             on the other side of this Security)

Signature Guarantee:
                   _____________________________________________________________
                        Participant in a recognized Signature Guarantee
                        Medallion Program (or other signature guarantor program
                        reasonably acceptable to the Trustee)


<PAGE>   76


                                                                       EXHIBIT B

                           [FORM OF SERIES B SECURITY]

                               LIN HOLDINGS CORP.

                   10% Senior Discount Note due 2008, Series B

                                                                   CUSIP No.:[ ]

No. [  ]                                                                   $[  ]

               LIN HOLDINGS CORP., a Delaware corporation ("Holdings," which
term includes any successor corporation), for value received, promise to pay to
[    ] or registered assigns the principal sum of [    ] Dollars, on March 1,
2008.

               Interest Payment Dates: March 1 and September 1, commencing on
September 1, 2003.

               Interest Record Dates: February 15 and August 15.

               Reference is made to the further provisions of this Security
contained herein, which will for all purposes have the same effect as if set
forth at this place.

               IN WITNESS WHEREOF, Holdings has caused this Security to be
signed manually or by facsimile by its duly authorized officer.

                                     LIN HOLDINGS CORP.


                                     By:
                                        ________________________________________
                                            Name:
                                            Title:



Dated:


                                      B-1
<PAGE>   77
                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

                  This is one of the 10% Senior Discount Notes due 2008, Series
B, described in the within-mentioned Indenture.

Dated:

                                   UNITED STATES TRUST COMPANY OF
                                     NEW YORK, as Trustee


                                   By:
                                      __________________________________________
                                          Authorized Signatory


                                      B-2
<PAGE>   78
                              (REVERSE OF SECURITY)

                               LIN HOLDINGS CORP.


                   10% Senior Discount Note due 2008, Series B

1.       Interest.

                  LIN HOLDINGS CORP. promises to pay interest on the principal
amount of this Security at the rate per annum shown above. Cash interest on the
Securities will accrue from the most recent date to which interest has been paid
or, if no interest has been paid, from March 1, 2003. Thereafter, Holdings will
pay interest semi-annually in arrears on each Interest Payment Date, commencing
on September 1, 2003. Interest will be computed on the basis of a 360-day year
of twelve 30-day months.

                  Holdings shall pay interest on overdue principal from time to
time on demand and on overdue installments of interest (without regard to any
applicable grace periods) to the extent lawful from time to time on demand, in
each case at the rate borne by the Securities.

2.       Method of Payment.

                  Holdings shall pay interest on the Securities (except
defaulted interest) to the persons who are the registered Holders at the close
of business on the Interest Record Date immediately preceding the Interest
Payment Date even if the Securities are canceled on registration of transfer or
registration of exchange after such Interest Record Date. Holders must surrender
Securities to a Paying Agent to collect principal payments. Holdings shall pay
principal and interest in money of the United States that at the time of payment
is legal tender for payment of public and private debts ("U.S. Legal Tender").
However, Holdings may pay principal and interest by wire transfer of Federal
funds (provided that the Paying Agent shall have received wire instructions on
or prior to the relevant Interest Record Date), or interest by check payable in
such U.S. Legal Tender. Holdings may deliver any such interest payment to the
Paying Agent or to a Holder at the Holder's registered address.

3.       Paying Agent and Registrar.

               Initially, United States Trust Company of New York (the
"Trustee") will act as Paying Agent and Registrar. Holdings may change any
Paying Agent or Registrar without notice to the Holders. Holdings may, subject
to certain exceptions, act as Registrar.

4.       Indenture.

                  Holdings issued the Securities under an Indenture, dated as of
June 14, 2001 (the "Indenture"), by and among Holdings and the Trustee.
Capitalized terms herein are used as defined in the Indenture unless otherwise
defined herein. This Security is one of a duly authorized issue of Securities of
Holdings designated as its 10% Senior Discount Notes due 2008, Series B, which
may be issued under the Indenture. Holdings shall be entitled to issue
Additional Securities pursuant to Section 2.17 of the Indenture. The Securities
include the Initial Securities (as defined in the Indenture), the Private
Exchange Securities (as defined in the Indenture) and the Unrestricted
Securities (as defined in the Indenture). All Securities issued


                                      B-3
<PAGE>   79
under the Indenture are treated as a single class of securities under the
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
(15 U.S.C. Sections 77aaa-77bbbb) (the "TIA"), as in effect on the date of
the Indenture (except as otherwise indicated in the Indenture) until such time
as the Indenture is qualified under the TIA, and thereafter as in effect on the
date on which the Indenture is qualified under the TIA. Notwithstanding anything
to the contrary herein, the Securities are subject to all such terms, and
Holders are referred to the Indenture and the TIA for a statement of them. The
Securities are general unsecured, senior obligations of Holdings.

5.       Optional Redemption.

                  (a) The Securities will be redeemable at the option of
Holdings, in whole or in part, at any time on or after March 1, 2003, at the
redemption prices (expressed as a percentage of principal amount) set forth
below, plus accrued and unpaid interest thereon, if any, to the Redemption Date
(subject to the right of Holders of record on the relevant Interest Record Date
to receive interest due on the relevant Interest Payment Date) if redeemed
during the 12-month period commencing on March 1 of the years indicated below:

          Year                                Percentage

          2003                                  105.000%
          2004                                  103.333%
          2005                                  101.667%
          2006 and thereafter                   100.000%

                  (b) Prior to March 1, 2003, upon the occurrence of a Change of
Control, Holdings will have the option to redeem the Securities in whole but not
in part (a "Change of Control Redemption") at a redemption price equal to 100%
of the Accreted Value thereof, plus the Applicable Premium. In order to effect a
Change of Control Redemption, Holdings must send a notice to each Holder, which
notice shall govern the terms of the Change of Control Redemption. Such notice
must comply with the provisions of Section 3.03 of the Indenture; provided,
however, that such notice must be mailed to Holders within 30 days following the
date the Change of Control occurred (the "Change of Control Redemption Date")
and state that Holdings is effecting a Change of Control Redemption in lieu of a
Change of Control Offer.

                  "Applicable Premium" means, with respect to a Security at any
Change of Control Redemption Date, the greater of (i) 1.0% of the Accreted Value
of such Security and (ii) the excess of (A) the present value at such time of
the redemption price of such Security at March 1, 2003 (such redemption price
being described in paragraph (a) above) computed using a discount rate equal to
the Treasury Rate plus 87.5 basis points over (B) the Accreted Value of such
Security.

                  "Treasury Rate" means the yield to maturity at the time of
computation of United States Treasury Securities with a constant maturity (as
compiled and published in the most recent Federal Reserve Statistical Release
H.15(519) that has become publicly available at least two business days prior to
the Change of Control Redemption Date (or, if such Statistical Release is no
longer published, any publicly available source of similar market data)) most
nearly equal to the period from the Change of Control Redemption Date to March
1, 2003; provided, however, that if the period from the Change of Control
Redemption Date to March 1, 2003 is not equal to the constant maturity of a
United States Treasury security for which a weekly average yield is given, the
Treasury Rate shall be obtained by linear interpolation (calculated to the
nearest one-twelfth of a year) from the weekly average yields of United States
Treasury Securities for which such yields are given except that if the period
from the Change of Control Redemption Date to March 1, 2003 is less than one
year, the


                                      B-4
<PAGE>   80
weekly average yield on actually traded United States Treasury Securities
adjusted to a constant maturity of one year shall be used.

6.       Notice of Redemption.

                  Notice of redemption will be mailed by first-class mail at
least 30 days but not more than 60 days before the Redemption Date to each
Holder of Securities to be redeemed at its registered address. The Trustee may
select for redemption portions of the principal amount of Securities that have
denominations equal to or larger than $1,000 principal amount. Securities and
portions of them the Trustee so selects shall be in amounts of $1,000 principal
amount or integral multiples thereof.

                  If any Security is to be redeemed in part only, the notice of
redemption that relates to such Security shall state the portion of the
principal amount thereof to be redeemed. A new Security in a principal amount
equal to the unredeemed portion thereof will be issued in the name of the Holder
thereof upon cancellation of the original Security. On and after the Redemption
Date, interest will cease to accrue on Securities or portions thereof called for
redemption so long as Holdings has deposited with the Paying Agent for the
Securities funds in satisfaction of the redemption price pursuant to the
Indenture and the Paying Agent is not prohibited from paying such funds to the
Holders pursuant to the terms of the Indenture.

7.       Change of Control Offer.

                  Following the occurrence of a Change of Control (the date of
such occurrence being the "Change of Control Date"), Holdings shall, within 30
days after the Change of Control Date, offer to purchase all Securities then
outstanding at a purchase price in cash equal to (a) 101% of the Accreted Value
thereof if purchased on or before March 1, 2003 and (b) 101% of the aggregate
principal amount thereof, plus accrued and unpaid interest thereon, if any, to
the date of such purchase (subject to the rights of Holders of record on the
relevant Interest Record Date to receive interest due on the relevant Interest
Payment Date) if purchased after March 1, 2003.

8.       Limitation on Disposition of Assets.

                  Holdings is, subject to certain conditions and certain
exceptions, obligated to offer to purchase the Securities at a purchase price
equal to (a) 101% of the Accreted Value thereof if redeemed on or before March
1, 2003, and (b) 100% of the principal amount thereof, plus accrued and unpaid
interest thereon, if any, to the date of such purchase if redeemed after March
1, 2003 (subject to the right of Holders of Record on the relevant Interest
Record Date to receive interest due on the relevant Interest Payment Date) with
the proceeds of certain asset dispositions.

9.       Denominations; Transfer; Exchange.

                  The Securities are in registered form, without coupons, in
denominations of $1,000 and integral multiples of $1,000. A Holder shall
register the transfer of or exchange Securities in accordance with the
Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay certain transfer
taxes or similar governmental charges payable in connection therewith as
permitted by the Indenture. The Registrar need not register the transfer of or
exchange any Securities or portions thereof selected for redemption, except the
unredeemed portion of any security being redeemed in part.


                                      B-5
<PAGE>   81
10.      Persons Deemed Owners.

                  The registered Holder of a Security shall be treated as the
owner of it for all purposes.

11.      Unclaimed Funds.

                  If funds for the payment of principal or interest remain
unclaimed for two years, the Trustee and the Paying Agent will repay the funds
to Holdings at their written request. After that, all liability of the Trustee
and such Paying Agent with respect to such funds shall cease.

12.      Legal Defeasance and Covenant Defeasance.

                  Holdings may be discharged from its obligations under the
Indenture and the Securities, except for certain provisions thereof, and may be
discharged from obligations to comply with certain covenants contained in the
Indenture and the Securities, in each case upon satisfaction of certain
conditions specified in the Indenture.

13.      Amendment; Supplement; Waiver.

                  Subject to certain exceptions, the Indenture and the
Securities may be amended or supplemented with the written consent of the
Holders of at least a majority in aggregate principal amount of the Securities
then outstanding, and any existing Default or Event of Default or compliance
with any provision may be waived with the consent of the Holders of a majority
in aggregate principal amount of the Securities then outstanding. Without notice
to or consent of any Holder, the parties thereto may amend or supplement the
Indenture and the Securities to, among other things, cure any ambiguity, defect
or inconsistency, provide for uncertificated Securities in addition to or in
place of certificated Securities or comply with any requirements of the SEC in
connection with the qualification of the Indenture under the TIA, or make any
other change that does not materially adversely affect the rights of any Holder.

14.      Restrictive Covenants.

                  The Indenture contains certain covenants that, among other
things, limit the ability of Holdings and the Restricted Subsidiaries to make
restricted payments, to incur indebtedness, to sell assets, to permit
restrictions on dividends and other payments by Subsidiaries to Holdings, to
consolidate, merge or sell all or substantially all of its assets and to engage
in transactions with affiliates. The limitations are subject to a number of
important qualifications and exceptions. Holdings must report annually to the
Trustee on compliance with such limitations.

15.      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 Securities then
outstanding may declare all the Securities to be due and payable immediately in
the manner and with the effect provided in the Indenture. Holders of Securities
may not enforce the Indenture or the Securities except as provided in the
Indenture. The Trustee is not obligated to enforce the Indenture or the
Securities unless it has received indemnity satisfactory to it. The Indenture
permits, subject to certain limitations therein provided, Holders of a majority
in aggregate principal amount of the Securities then outstanding to direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders notice of certain continuing Defaults or Events of Default if it
determines that withholding notice is in their interest.


                                      B-6
<PAGE>   82
16.      Trustee Dealings with Holdings.

               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 Holdings, its respective Subsidiaries or their respective Affiliates as if
it were not the Trustee.

17.      No Recourse Against Others.

                  No director, officer, employee, incorporator or stockholder of
Holdings shall have any liability for any obligations of Holdings under the
Securities or the Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder by accepting a
Security waives and releases all such liability. The waiver and release are part
of the consideration for the issuance of the Securities.

18.      Authentication.

                  This Security shall not be valid until the Trustee or
authenticating agent signs the certificate of authentication on this Security.

19.      Abbreviations and Defined Terms.

                  Customary abbreviations may be used in the name of a Holder of
a Security or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts
to Minors Act).

20.      CUSIP Numbers.

                  Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, Holdings has caused CUSIP numbers to
be printed on the Securities as a convenience to the Holders of the Securities.
No representation is made as to the accuracy of such numbers as printed on the
Securities and reliance may be placed only on the other identification numbers
printed hereon.

21.      Governing Law.

                  The laws of the State of New York shall govern the Indenture
and this Security without regard to principles of conflicts of laws to the
extent that the application of the laws of another jurisdiction would be
required thereby.


                                      B-7
<PAGE>   83
                                 ASSIGNMENT FORM

I or we assign and transfer this Security to

________________________________________________________________________________

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

________________________________________________________________________________
(Insert Social Security or other identifying number of assignee or transferee)

and irrevocably appoint_________________________________________________________
agent to transfer this Security on the books of Holdings. The agent may
substitute another to act for him.

Dated:___________________             Signed:___________________________________
                                             (Signed exactly as name appears
                                             on the other side of this Security)

Signature Guarantee:____________________________________________________________
                        Participant in a recognized Signature Guarantee
                        Medallion Program (or other signature guarantor program
                        reasonably acceptable to the Trustee)

<PAGE>   84
                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have this Security purchased by
Holdings pursuant to Section 4.07 or Section 4.13 of the Indenture, check the
appropriate box:

         Section 4.07 [  ]                       Section 4.13 [  ]

                  If you want to elect to have only part of this Security
purchased by Holdings pursuant to Section 4.07 or Section 4.13 of the Indenture,
state the amount: $_____________

Dated:___________________     Your Signature: __________________________________
                                             (Signed exactly as name appears
                                             on the other side of this Security)

Signature Guarantee:___________________________________________________________
                       Participant in a recognized Signature Guarantee
                       Medallion Program (or other signature guarantor program
                       reasonably acceptable to the Trustee)




<PAGE>   85






                                                                       EXHIBIT C

                      FORM OF LEGEND FOR GLOBAL SECURITIES

                  Any Global Security authenticated and delivered hereunder
shall bear a legend (which would be in addition to any other legends required in
the case of a Restricted Security) in substantially the following form:

                  THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY
OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS SECURITY IS NOT
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS
SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A
NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE
DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
THE INDENTURE.

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                  TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. 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 SECTION 2.16 OF THE INDENTURE.


                                      C-1


<PAGE>   86




                                                                       EXHIBIT D

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

         Re:      10% Senior Discount Notes due 2008
                  (the "Securities") of LIN HOLDINGS CORP.

                  This Certificate relates to $_______ principal amount of
Securities held in the form of* ___ a beneficial interest in a Global Security
or* _______ Physical Securities by ______ (the "Transferor").

The Transferor:*

         - has requested by written order that the Registrar deliver in
exchange for its beneficial interest in the Global Security held by the
Depositary a Physical Security or Physical Securities in definitive, registered
form of authorized denominations and an aggregate number equal to its beneficial
interest in such Global Security (or the portion thereof indicated above); or

         - has requested that the Registrar by written order exchange or
register the transfer of a Physical Security or Physical Securities.

        In connection with such request and in respect of each such Security,
the Transferor does hereby certify that the Transferor is familiar with the
Indenture relating to the above captioned Securities and the restrictions on
transfers thereof as provided in Section 2.16 of such Indenture, and that the
transfer of the Securities does not require registration under the Securities
Act of 1933, as amended (the "Act"), because*:

        - Such Security is being acquired for the Transferor's own account,
without transfer (in satisfaction of Section 2.16 of the Indenture).

        - Such Security is being transferred to a "qualified institutional
buyer" (as defined in Rule 144A under the Act), in reliance on Rule 144A.

        - Such Security is being transferred to an institutional "accredited
investor" (within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule
501 under the Act) which delivers a certificate to the Trustee in the form of
Exhibit E to the Indenture.

        - Such Security is being transferred in reliance on Rule 144 under the
Act.

        - Such Security is being transferred in reliance on and in compliance
with an exemption from the registration requirements of the Act other than Rule
144A or Rule 144 under the Act to a person other than an institutional
"accredited investor." [An Opinion of Counsel to the effect that such transfer
does not require registration under the Securities Act accompanies this
certification.]


                                 [INSERT NAME OF TRANSFEROR]


                               By: _____________________________________________
                                        [Authorized Signatory]


Date:    ___________________
         *Check applicable box.


                                      D-1
<PAGE>   87



                                                                       EXHIBIT E

                   Form of Transferee Letter of Representation

LIN HOLDINGS CORP.
Four Richmond Square, Suite 200
Providence, Rhode Island  02906

Ladies and Gentlemen:


                  This certificate is delivered to request a transfer of
$________ principal amount of the 10% Senior Discount Notes due 2008 (the
"Notes") of LIN HOLDINGS CORP. ("Holdings"). Upon transfer, the Notes would be
registered in the name of the new beneficial owner as follows:

                  Name:________________________________________________

                  Address:_____________________________________________

                  Taxpayer ID Number:__________________________________

                  The undersigned represents and warrants to you that:

                  1. We are an institutional "accredited investor" (as defined
in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933 (the
"Securities Act")) purchasing for our own account or for the account of such an
institutional "accredited investor" at least $250,000 principal amount of the
Notes, and we are acquiring the Notes not with a view to, or for offer or sale
in connection with, any distribution in violation of the Securities Act. We have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risk of our investment in the Notes and we invest
in or purchase securities similar to the Notes in the normal course of our
business. We and any accounts for which we are acting are each able to bear the
economic risk of our or its investment.

                  2. We understand that the Notes have not been registered under
the Securities Act and, unless so registered, may not be sold except as
permitted in the following sentence. We agree on our own behalf and on behalf of
any investor account for which we are purchasing Notes to offer, sell or
otherwise transfer such Notes prior to the date which is two years after the
later of the date of original issue and the last date on which Holdings or any
affiliate of Holdings was the owner of such Notes (or any predecessor thereto)
(the "Resale Restriction Termination Date") only (a) to Holdings, (b) pursuant
to a registration statement which has been declared effective under the
Securities Act, (c) in a transaction complying with the requirements of Rule
144A under the Securities Act, to a person we reasonably believe is a qualified
institutional buyer under Rule 144A (a "QIB") that purchases for its own account
or for the account of a QIB and to whom notice is given that the transfer is
being made in reliance on Rule 144A, (d) to an institutional "accredited
investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) under the
Securities Act that is purchasing for its own account or for the account of such
an institutional "accredited investor," in each case in a minimum principal
amount of Notes of $250,000, (e) pursuant to offers and sales that occur outside
the United States within the meaning of Regulation S under the Securities Act or
(f) pursuant to any other available exemption from the registration requirements
of the Securities Act, subject in each of the foregoing cases to any requirement
of law that the disposition of our property or the property of such investor
account or accounts be at all times within our or their control and in


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<PAGE>   88

compliance with any applicable state securities laws. The foregoing restrictions
on resale will not apply subsequent to the Resale Restriction Termination Date.
If any resale or other transfer of the Notes is proposed to be made pursuant to
clause (d) above prior to the Resale Restriction Termination Date, the
transferor shall deliver a letter from the transferee substantially in the form
of this letter to Holdings and the Trustee, which shall provide, among other
things, that the transferee is an institutional "accredited investor" within the
meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it
is acquiring such Notes for investment purposes and not for distribution in
violation of the Securities Act. Each purchaser acknowledges that Holdings and
the Trustee reserve the right prior to any offer, sale or other transfer prior
to the Resale Restriction Termination Date of the Notes pursuant to clause (d),
(e) or (f) above to require the delivery of an opinion of counsel, certificates
and/or other information satisfactory to Holdings and the Trustee.

Dated:  ______________________        TRANSFEREE:_______________________________

                                      By:_______________________________________


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<PAGE>   89



                                                                       EXHIBIT F

                            Form of Certificate To Be
                             Delivered in Connection
                           with Regulation S Transfers

                                                      _________________, _______

United States Trust Company of New York
114 West 47th Street
New York, New York  10036

Attention:  Corporate Trust Department

Re:      LIN HOLDINGS CORP. ("Holdings")
         10% Senior Discount Notes due 2008, Series A and
         10% Senior Discount Notes due 2008, Series B (collectively, the
         "Securities")


Ladies and Gentlemen:

               In connection with our proposed sale of $____________ aggregate
principal amount of the Securities, we confirm that such sale has been effected
pursuant to and in accordance with Regulation S under the Securities Act of
1933, as amended (the "Securities Act"), and, accordingly, we represent that:

               (1) the offer of the Securities was not made to a person in the
United States;

               (2) either (a) at the time the buy offer was originated, the
transferee was outside the United States or we and any person acting on our
behalf reasonably believed that the transferee was outside the United States, or
(b) the transaction was executed in, on or through the facilities of a
designated off-shore securities market and neither we nor any person acting on
our behalf knows that the transaction has been prearranged with a buyer in the
United States;

               (3) no directed selling efforts have been made in the United
States in contravention of the requirements of Rule 903(b) or Rule 904(b) of
Regulation S, as applicable;

               (4) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act; and

               (5) we have advised the transferee of the transfer restrictions
applicable to the Securities.


                                      F-1
<PAGE>   90


                  You and Holdings are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby. Defined terms used herein without
definition have the respective meanings provided in Regulation S.

                                     Very truly yours,

                                     [Name of Transferor]


                                     By:
                                       _________________________________________
                                            [Authorized Signatory]


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