<PAGE>   1
                                                                    EXHIBIT 10.2


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



                                    INDENTURE



                            DATED AS OF JUNE 14, 2001


                                      AMONG


                     LIN TELEVISION CORPORATION, AS ISSUER,


                                       AND


                           THE GUARANTORS NAMED HEREIN


                                       AND


               UNITED STATES TRUST COMPANY OF NEW YORK, AS TRUSTEE


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





                       8% SENIOR NOTES DUE 2008, SERIES A
                       8% SENIOR NOTES DUE 2008, SERIES B



================================================================================
<PAGE>   2
                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
TRUST INDENTURE                                                INDENTURE
  ACT SECTION                                                   SECTION
----------------                                               ---------
<S>                                                            <C>
Section 310(a)(1)...........................................   8.10
           (a)(2)...........................................   8.10
           (a)(3)...........................................   N.A.
           (a)(4)...........................................   N.A.
           (a)(5)...........................................   8.08, 8.10
           (b)..............................................   8.08; 8.10; 13.02
           (c)..............................................   N.A.
Section 311(a)..............................................   8.11
           (b)..............................................   8.11
           (c)..............................................   N.A.
Section 312(a)..............................................   2.05
           (b)..............................................   13.03
           (c)..............................................   13.03
Section 313(a)..............................................   8.06
           (b)(1)...........................................   N.A.
           (b)(2)...........................................   8.06
           (c)..............................................   8.06; 13.02
           (d)..............................................   8.06
Section 314(a)..............................................   4.11; 4.12, 13.02
           (b)..............................................   N.A.
           (c)(1)...........................................   13.04
           (c)(2)...........................................   13.04
           (c)(3)...........................................   N.A.
           (d)..............................................   N.A.
           (e)..............................................   13.05
           (f)..............................................   N.A.
Section 315(a)..............................................   8.01(b)
           (b)..............................................   8.05; 13.02
           (c)..............................................   8.01(a)
           (d)..............................................   8.01(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)..............................................   10.04
Section 317(a)(1)...........................................   6.08
           (a)(2)...........................................   6.09
           (b)..............................................   2.04
Section 318(a)..............................................   13.01
</TABLE>

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


<TABLE>
<CAPTION>
                                                                                     PAGE
                                                                                     ----
<S>             <C>                                                                  <C>
                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.   Definitions........................................................    1
SECTION 1.02.   Incorporation by Reference of Trust Indenture Act..................   16
SECTION 1.03.   Rules of Construction..............................................   17

                                   ARTICLE TWO

                                 THE SECURITIES

SECTION 2.01.   Form and Dating....................................................   17
SECTION 2.02.   Execution and Authentication.......................................   18
SECTION 2.03.   Registrar and Paying Agent.........................................   19
SECTION 2.04.   Paying Agent To Hold Assets in Trust...............................   19
SECTION 2.05.   Holder Lists.......................................................   19
SECTION 2.06.   Transfer and Exchange..............................................   20
SECTION 2.07.   Replacement Securities.............................................   20
SECTION 2.08.   Outstanding Securities.............................................   20
SECTION 2.09.   Treasury Securities................................................   21
SECTION 2.10.   Temporary Securities...............................................   21
SECTION 2.11.   Cancellation.......................................................   21
SECTION 2.12.   Defaulted Interest.................................................   22
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..................................   27

                                  ARTICLE THREE

                                   REDEMPTION

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


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

                                    COVENANTS

SECTION 4.01.   Payment of Securities..............................................   29
SECTION 4.02.   Maintenance of Office or Agency....................................   30
SECTION 4.03.   Limitation on Transactions with Affiliates.........................   30
SECTION 4.04.   Limitation on Incurrence of Additional Indebtedness and Issuance of
                  Capital Stock....................................................   30
SECTION 4.05.   [Intentionally Omitted]............................................   31
SECTION 4.06.   Payments for Consents..............................................   31
SECTION 4.07.   Limitation on Investment Company Status............................   31
SECTION 4.08.   Limitation on Asset Sales..........................................   31
SECTION 4.09.   Limitation on Asset Swaps..........................................   32
SECTION 4.10.   Limitation on Restricted Payments..................................   33
SECTION 4.11.   Notice of Defaults.................................................   35
SECTION 4.12.   Reports............................................................   35
SECTION 4.13.   Limitations on Dividend and Other Payment Restrictions Affecting
                  Restricted Subsidiaries..........................................   35
SECTION 4.14.   Subsidiary Guarantees by Restricted Subsidiaries...................   36
SECTION 4.15.   Change of Control..................................................   36
SECTION 4.16.   Limitation on Liens................................................   38
SECTION 4.17.   Compliance Certificate.............................................   38
SECTION 4.18.   Corporate Existence................................................   39
SECTION 4.19.   Maintenance of Properties and Insurance............................   39
SECTION 4.20.   Payment of Taxes and Other Claims..................................   39
SECTION 4.21.   Waiver of Stay, Extension or Usury Laws............................   39

                                  ARTICLE FIVE

                         MERGERS; SUCCESSOR CORPORATION

SECTION 5.01.   Mergers, Sale of Assets, etc.......................................   40
SECTION 5.02.   Successor Corporation Substituted..................................   41

                                   ARTICLE SIX

                              DEFAULT AND REMEDIES

SECTION 6.01.   Events of Default..................................................   41
SECTION 6.02.   Acceleration.......................................................   42
SECTION 6.03.   Other Remedies.....................................................   43
SECTION 6.04.   Waiver of Past Default.............................................   43
SECTION 6.05.   Control by Majority................................................   43
SECTION 6.06.   Limitation on Suits................................................   44
SECTION 6.07.   Rights of Holders To Receive Payment...............................   45
SECTION 6.08.   Collection Suit by Trustee.........................................   45
SECTION 6.09.   Trustee May File Proofs of Claim...................................   45
SECTION 6.10.   Priorities.........................................................   45
SECTION 6.11.   Undertaking for Costs..............................................   46
</TABLE>


                                      -ii-
<PAGE>   5
<TABLE>
<CAPTION>
                                                                                     PAGE
                                                                                     ----
<S>             <C>                                                                  <C>
                                  ARTICLE SEVEN

                             [INTENTIONALLY OMITTED]


                                  ARTICLE EIGHT

                                     TRUSTEE

SECTION 8.01.   Duties of Trustee..................................................   46
SECTION 8.02.   Rights of Trustee..................................................   47
SECTION 8.03.   Individual Rights of Trustee.......................................   48
SECTION 8.04.   Trustee's Disclaimer...............................................   48
SECTION 8.05.   Notice of Defaults.................................................   49
SECTION 8.06.   Reports by Trustee to Holders......................................   49
SECTION 8.07.   Compensation and Indemnity.........................................   49
SECTION 8.08.   Replacement of Trustee.............................................   50
SECTION 8.09.   Successor Trustee by Merger, etc...................................   51
SECTION 8.10.   Eligibility; Disqualification......................................   51
SECTION 8.11.   Preferential Collection of Claims Against the Company..............   51

                                  ARTICLE NINE

                       DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 9.01.   Termination of the Company's Obligations...........................   52
SECTION 9.02.   Legal Defeasance and Covenant Defeasance...........................   52
SECTION 9.03.   Conditions to Legal Defeasance or Covenant Defeasance..............   53
SECTION 9.04.   Application of Trust Money; Trustee Acknowledgment and Indemnity...   54
SECTION 9.05.   Repayment to Company...............................................   54
SECTION 9.06.   Reinstatement......................................................   55

                                   ARTICLE TEN

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 10.01.  Without Consent of Holders.........................................   55
SECTION 10.02.  With Consent of Holders............................................   56
SECTION 10.03.  Compliance with Trust Indenture Act................................   57
SECTION 10.04.  Record Date for Consents and Effect of Consents....................   57
SECTION 10.05.  Notation on or Exchange of Securities..............................   57
SECTION 10.06.  Trustee To Sign Amendments, etc....................................   57

                                 ARTICLE ELEVEN

                              SUBSIDIARY GUARANTEES

SECTION 11.01.  Unconditional Guarantee............................................   58
SECTION 11.02.  Severability.......................................................   58
SECTION 11.03.  Release of a Guarantor.............................................   59
</TABLE>


                                     -iii-
<PAGE>   6
<TABLE>
<CAPTION>
                                                                                     PAGE
                                                                                     ----
<S>             <C>                                                                  <C>
SECTION 11.04.  Limitation of Guarantor's Liability................................   59
SECTION 11.05.  Contribution.......................................................   59
SECTION 11.06.  Execution of Subsidiary Guarantee..................................   60
SECTION 11.07.  Subordination of Subrogation and Other Rights......................   60

                                 ARTICLE TWELVE

                             [INTENTIONALLY OMITTED]


                                ARTICLE THIRTEEN

                                  MISCELLANEOUS

SECTION 13.01.  Trust Indenture Act Controls.......................................   60
SECTION 13.02.  Notices............................................................   61
SECTION 13.03.  Communications by Holders with Other Holders.......................   62
SECTION 13.04.  Certificate and Opinion as to Conditions Precedent.................   62
SECTION 13.05.  Statements Required in Certificate.................................   62
SECTION 13.06.  Rules by Trustee, Paying Agent, Registrar..........................   62
SECTION 13.07.  Governing Law......................................................   62
SECTION 13.08.  No Recourse Against Others.........................................   63
SECTION 13.09.  Successors.........................................................   63
SECTION 13.10.  Counterpart Originals..............................................   63
SECTION 13.11.  Severability.......................................................   63
SECTION 13.12.  No Adverse Interpretation of Other Agreements......................   63
SECTION 13.13.  Legal Holidays.....................................................   63

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 the Indenture.




                                      -iv-
<PAGE>   7
                  INDENTURE dated as of June 14, 2001, among LIN TELEVISION
CORPORATION, a Delaware corporation (the "Company"), the Guarantors named herein
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.

                  "Acquired Indebtedness" means Indebtedness of a Person or any
of its Subsidiaries existing at the time such Person becomes a Restricted
Subsidiary of the Company or at the time it merges or consolidates with the
Company 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 the Company 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 the
Company or at the time it merges or consolidates with the Company 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.

                  "Additional Securities" means, subject to the Company's
compliance with Section 4.04, 8% Series A, Series B or any other series of
Senior 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, 4.08, 4.15 or 10.05 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.
<PAGE>   8
                                      -2-


                  "Asset Acquisition" means (i) an Investment by the Company or
any Restricted Subsidiary of the Company in any other Person pursuant to which
such Person shall become a Restricted Subsidiary of the Company or shall be
consolidated or merged with the Company or any Restricted Subsidiary of the
Company or (ii) the acquisition by the Company or any Restricted Subsidiary of
the Company 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 the
Company or any of its Restricted Subsidiaries (excluding any sale and leaseback
transaction or any pledge of assets or stock by the Company or any of its
Restricted Subsidiaries) to any Person other than the Company or a Restricted
Subsidiary of the Company of (i) any Capital Stock of any Restricted Subsidiary
of the Company or (ii) any other property or assets of the Company or any
Restricted Subsidiary of the Company other than in the ordinary course of
business; provided, however, that for purposes of Section 4.08, Asset Sales
shall not include (a) a transaction or series of related transactions in which
the Company or any of its Restricted Subsidiaries receives aggregate
consideration of less than $1,000,000, (b) transactions permitted under Section
4.09, (c) transactions covered by Section 5.01, (d) a Restricted Payment that
otherwise qualifies under Section 4.10, (e) any disposition of obsolete or worn
out equipment or equipment that is no longer useful in the conduct of the
business of the Company 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. Solely for purposes of Section 11.03 an Asset
Sale is deemed to include a sale, conveyance or transfer by the Representative
following a foreclosure on such assets.

                  "Asset Swap" means the execution of a definitive agreement,
subject only to FCC approval, if applicable, and other customary closing
conditions that the Company in good faith believes will be satisfied, for a
substantially concurrent purchase and sale, or exchange, of Productive Assets
between the Company or 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 the Company or its Subsidiaries,
shall be deemed to be proceeds received from an Asset Sale and shall be applied
in accordance with Section 4.08.

                  "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.
<PAGE>   9
                                      -3-


                  "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 the Company 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 (iii) the acquisition by any Person
or Group (other than the Permitted Holders or any direct or indirect subsidiary
of any Permitted Holder, including without limitation Holdings) 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.

                  "Change of Control Date" has the meaning provided in Section
4.15.

                  "Change of Control Offer" has the meaning provided in Section
4.15.

                  "Change of Control Payment Date" has the meaning provided in
Section 4.15.

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

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

                  "Commodity Agreement" means any commodity futures contract,
commodity option or other similar agreement or arrangement.
<PAGE>   10
                                      -4-


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

                  "Company Request" or "Company Order" means a written request
or order signed in the name of the Company 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.

                  "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 in cash
to such Person or its Restricted Subsidiaries by any other Person whose results
are reflected as a minority interest in the consolidated financial statements of
such first 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 the Company 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) 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 the Company or any of its
Restricted Subsidiaries operates pursuant to local marketing 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
<PAGE>   11
                                      -5-


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 the Company or
Holdings on March 3, 1998, (ii) was nominated for election or elected to the
Board of Directors of the Company or Holdings, 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, and the other financial institutions from time to
time party thereto, together with the related documents thereto (including,
without limitation, any guarantee agreements and security documents), in each
case as such agreements may be amended (including any amendment and restatement
thereof), supplemented or otherwise modified from time to time, including any
agreement extending the maturity of, refinancing, replacing or otherwise
restructuring (including by way of adding Subsidiaries of the Company 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.

                  "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 the Company, 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.
<PAGE>   12
                                      -6-


                  "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 January 15, 2008
shall be deemed Disqualified Capital Stock.

                  "Equity Offering" means a private sale or public offering of
Capital Stock (other than Disqualified Capital Stock) of the Company 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 the Company).

                  "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 8% Senior 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 8% Senior Notes due 2008, Series B, or other series of 8% Senior
Notes due 2008 issued pursuant to a registration statement filed with the SEC
under the Securities Act.

                  "Existing Company 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.

                  "Existing Company Notes" means the 8 3/8% senior subordinated
notes due 2008 of the Company issued under the Existing Company 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.

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

                  "Final Maturity Date" means January 15, 2008.

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

                  "Funding Guarantor" has the meaning provided in Section 11.05.

                  "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 of the Financial Accounting Standards Board or the Commission or
in such other statements by such other entity
<PAGE>   13
                                      -7-


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

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

                  "IAI Global Security" means a permanent global security in
registered form representing the aggregate principal amount 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 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.
<PAGE>   14
                                      -8-


                  "Initial Purchasers" means J.P. Morgan Securities Inc.,
Deutsche Banc Alex. Brown Inc., Dresdner Kleinwort Wasserstein-Grantchester,
Inc., Fleet Securities, Inc., and Scotia Capital (USA) Inc.

                  "Initial Securities" means (i) the 8% Senior Notes due 2008,
Series A, of the Company and (ii) Additional Securities, if any, issued in the
form of 8% Senior Notes due 2008, Series A, or other series of 8% Senior 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 January 15 and July 15 of each
year, commencing on January 15, 2002.

                  "Interest Record Date" for the interest payable on any
Interest Payment Date (except a date for payment of defaulted interest) means
the January 1 or July 1 (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 4.10, (A) "Investment" shall include the
portion (proportionate to the Company's 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 the Company 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, the Company shall be deemed to continue to have a
permanent "Investment" (if positive) equal to (1) the Company's "Investment" in
such Unrestricted Subsidiary at the time of such redesignation less (2) the
portion (proportionate to the Company's equity interest in such Unrestricted
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 the Company.

                  "Issue Date" means the date on which the Initial Securities
are originally issued.

                  "Joint Venture" means the television station joint venture
formed pursuant to an agreement dated January 15, 1998, as amended, by and
between Holdings, 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.
<PAGE>   15
                                      -9-


                  "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 definition thereof by clause
(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 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 termination,
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 the Company
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 the Company reasonably estimates would result from anticipated
replacement of any items constituting Cost Savings Measures in connection with
such Asset Acquisition 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 the Company
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 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
<PAGE>   16
                                      -10-


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 the Company, Holdings, 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 the Company or any of its Subsidiaries from such Asset
Sale net of (i) reasonable out-of-pocket expenses and fees relating to such
Asset Sale (including, without limitation, 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 the Company 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 and (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.

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

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


                  "Officer" means the Chairman, any Vice Chairman, the
President, any Vice President, the Chief Financial Officer, the Treasurer or the
Secretary of the Company 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
the Company complying with Sections 13.04 and 13.05.

                  "144A Global Security" means a permanent global security in
registered form representing the aggregate principal amount 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 the Company 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 Existing Company
Notes, the Senior Discount Notes and the Existing Holdings Notes); (ii)
Indebtedness of 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 the Company 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 the Company to any Restricted Subsidiary of the
Company or by any Restricted Subsidiary of the Company to the Company or any
Restricted Subsidiary of the Company; (viii) guarantees by the Company or
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 the Company 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 the Company 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 the Company (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 the Company for
the purpose of financing such acquisition) in a principal amount not to exceed
the gross proceeds actually received by the Company 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
Company Indenture and then outstanding, shall not exceed $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
<PAGE>   18
                                      -12-


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 the Company
or any Restricted Subsidiary of the Company 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 the Company) 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 the Company in excess of
$10,000,000, the Company is able, at the time of such Investment and immediately
after giving effect thereto, to incur at least $1.00 of additional Indebtedness
(other than Permitted Indebtedness) in compliance with Section 4.04, (ii)
Investments received by the Company or its Restricted Subsidiaries as
consideration for a sale of assets made in compliance with the other terms of
this Indenture, (iii) Investments by the Company or any Restricted Subsidiary of
the Company in any Restricted Subsidiary of the Company (whether existing on
March 3, 1998 or created thereafter) or any Person that after such Investments,
and as a result thereof, becomes a Restricted Subsidiary of the Company and
Investments in the Company or any Restricted Subsidiary by any Restricted
Subsidiary of the Company, (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 the Company or any Restricted Subsidiary thereof for
purposes of purchasing the Company's 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 the Company or any 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
the Company and its Restricted Subsidiaries in the 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 the Company).

                  "Public Equity Offering" means an underwritten public offering
of Capital Stock (other than Disqualified Capital Stock) of the Company 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
<PAGE>   19
                                      -13-


capital of the Company), 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 by the
Company of Indebtedness of the Company or any of its Restricted Subsidiaries
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" means a registered exchange offer for the
Securities by the Company or other registration of the Securities under the
Securities Act pursuant to and in accordance with the terms of the Registration
Rights Agreement.

                  "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 the Company, the Guarantors 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 the Company and
the Persons purchasing such Additional Securities under the related purchase
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 of
Securities sold in reliance on Regulation S under the Securities Act.

                  "Representative" means the indenture trustee or other trustee,
agent or representative in respect of any Senior Indebtedness; provided,
however, that if, and for so long as, any issue of Senior Indebtedness lacks
such a representative, then the holders of a majority in outstanding principal
amount of such issue of Senior Indebtedness shall at all times constitute the
Representative for such issue of Senior Indebtedness.
<PAGE>   20
                                      -14-


                  "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 the Company's Capital
Stock, (ii) the purchase, redemption, retirement or other acquisition for value
of any Capital Stock of the Company, or any warrants, rights or options to
acquire shares of Capital Stock of the Company, other than through the exchange
of such Capital Stock or any warrants, rights or 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 the Company
other than an Unrestricted Subsidiary and includes all of the Subsidiaries of
the Company existing as of the Issue Date. The Board of Directors of the Company
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), the Company 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 the Company
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 Discount Notes" means the 10% Senior Discount Notes
due 2008 of Holdings issued under the Senior Discount Notes Indenture.

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

                  "Senior Indebtedness" means, whether outstanding on March 3,
1998 or thereafter issued, (x) the Securities and (y) all other Indebtedness of
the Company, including interest (including interest accruing on or after the
filing of any petition in bankruptcy or for reorganization relating to the
Company or any Restricted Subsidiary whether or not a claim for post-filing
interest is allowed in such proceeding) and premium, if any, thereon, and other
monetary amounts (including fees, expenses, reimbursement obligations under
letters of credit and indemnities) owing in respect thereof; provided, however,
that Senior Indebtedness shall not include
<PAGE>   21
                                      -15-


(1) any obligation of the Company to any Restricted Subsidiary, (2) any
liability for federal, state, foreign, local or other taxes owed or owing by the
Company, (3) any accounts payable or other liability to trade creditors arising
in the ordinary course of business (including Guarantees thereof or instruments
evidencing such liabilities), (4) any Indebtedness, guarantee, or obligation of
the Company that is expressly subordinate or junior in right of payment to any
other Indebtedness, guarantee or obligation of the Company, including any senior
subordinated indebtedness and any subordinated obligations or (5) obligations in
respect of any Capital Stock.

                  "Significant Restricted Subsidiary" means, at any date of
determination, any Restricted Subsidiary that would be a "significant
subsidiary" as defined in Article I, Rule 1-02 of Regulation S-X, promulgated
under the Securities Act, as such rule is in effect on the 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
the Company and its consolidated Subsidiaries or to financial information
prepared on a consolidated basis in accordance with GAAP shall be deemed to
include the Company and its Subsidiaries as to which financial statements are
prepared on a combined basis in accordance with GAAP and to financial
information prepared on such a combined basis. Notwithstanding anything in this
Indenture to the contrary, an Unrestricted Subsidiary shall not be deemed to be
a Restricted Subsidiary for purposes of this Indenture.

                  "Subsidiary Guarantees" means the Form of Subsidiary Guarantee
of each Guarantor to be endorsed on each of the Securities in the form of
Exhibit A (in the case of an Initial Security) or Exhibit B (in the case of an
Exchange Security) hereto.

                  "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 10.03) 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
<PAGE>   22
                                      -16-


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.

                  "Unrestricted Subsidiary" means a Subsidiary of the Company
created after March 3, 1998 and so designated by a resolution adopted by the
Board of Directors of the Company; provided, however, that (a) neither the
Company 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 (x) the
Company could incur $1.00 of additional Indebtedness (other than Permitted
Indebtedness) in compliance with Section 4.04 and (y) no Default or Event of
Default shall have occurred or be continuing. Any designation pursuant to this
definition by the Board of Directors of the Company shall be evidenced to the
Trustee by the filing with the Trustee of a certified copy of the resolution of
the Company's Board of Directors giving effect to such designation and an
Officers' Certificate certifying that such designation complies 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 will 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.
<PAGE>   23
                                      -17-


                  "indenture security holder" means a Holder.

                  "indenture to be qualified" means this Indenture.

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

                  "obligor" means the Company 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.

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 (including the Subsidiary Guarantee)
required by law, stock exchange rule or usage. The Company and the Trustee shall
approve the form of the Securities and any notation, legend or endorsement
(including the Subsidiary Guarantee) on them. Each Security shall be dated the
date of its issuance and shall show the date of its authentication.
<PAGE>   24
                                      -18-


                  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 the Company and authenticated by the Trustee as
hereinafter provided and shall bear the legend set forth in Exhibit C hereto.
The aggregate principal amount 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 the Company by manual or facsimile signature.

                  If an Officer whose signature is on a Security or a Subsidiary
Guarantee, as the case may be, was an Officer at the time of such execution but
no longer holds that office at the time the Trustee authenticates the Security
or Subsidiary Guarantee, as the case may be, the Security or Subsidiary
Guarantee, as the case may be, 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 not to exceed $210,000,000, (ii)
Private Exchange Securities from time to time only in exchange for a like
principal amount of Initial Securities and (iii) Unrestricted Securities from
time to time only in exchange for (A) a like principal amount of Initial
Securities or (B) a like principal amount of Private Exchange Securities, in
each case upon a written order of the Company 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 the Company 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 the Company and Affiliates of the
Company.

                  The Securities shall be issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.
<PAGE>   25
                                      -19-


SECTION 2.03.       Registrar and Paying Agent.

                  The Company 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. The Company, upon notice to the
Trustee, may appoint one or more co-Registrars and one or more additional Paying
Agents. The term "Paying Agent" includes any additional Paying Agent. Except as
provided herein, the Company may act as Paying Agent, Registrar or co-Registrar.

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

                  The Company 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.

                  The Company shall require each Paying Agent other than the
Trustee to agree in writing that each Paying Agent shall hold in trust for the
benefit of Holders or the Trustee all assets held by the Paying Agent for the
payment of principal of, or interest on, the Securities, and shall notify the
Trustee of any Default by the Company in making any such payment. The Company at
any time may require a Paying Agent to distribute all assets held by it to the
Trustee and account for any assets disbursed and the Trustee may at any time
during the continuance of any payment Default, upon written request to a Paying
Agent, require such Paying Agent to distribute all assets held by it to the
Trustee and to account for any assets distributed. Upon distribution to the
Trustee of all assets that shall have been delivered by the Company to the
Paying Agent (if other than the Company), the Paying Agent shall have no further
liability for such assets. If the Company or any of their Affiliates acts as
Paying Agent, it shall, on or before each due date of the principal of or
interest on the Securities, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum sufficient to pay the principal or interest so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided and will promptly notify the Trustee of its action or
failure so to act.

SECTION 2.05.       Holder Lists.

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of Holders. If the Trustee is not the Registrar, the Company 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.
<PAGE>   26
                                      -20-


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 the Company 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, the Company 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 the Company may require payment of a sum sufficient to
cover any transfer tax or similar governmental charge payable in connection
therewith (other than any such transfer taxes or other governmental charge
payable upon exchanges or transfers pursuant to Section 2.02, 2.10, 3.06 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 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, the Company, the Trustee and any Agent of the Company 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 the
Company, 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, the Company shall issue and the Trustee shall authenticate a
replacement Security if the Trustee's requirements for replacement of Securities
are met. If required by the Company or the Trustee, such Holder must provide an
indemnity bond or other indemnity, sufficient in the judgment of the Company and
the Trustee, to protect the Company, the Trustee and any Agent from any loss
which any of them may suffer if a Security is replaced. The Company 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 the
Company.

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
<PAGE>   27
                                      -21-


as not outstanding. Subject to Section 2.09, a Security does not cease to be
outstanding because the Company or any Affiliates of the Company 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 the Company, the Guarantors or any of their respective
Affiliates shall be disregarded, except that, for the purposes of determining
whether the Trustee shall be protected in relying on any such direction, waiver
or consent, only Securities that a Trust Officer of the Trustee actually knows
are so owned shall be disregarded.

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

SECTION 2.10.       Temporary Securities.

                  Until definitive Securities are ready for delivery, the
Company may prepare and the Trustee shall authenticate temporary Securities upon
receipt of a written order of the Company 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 the Company considers
appropriate for temporary Securities. Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate upon receipt of a written order
of the Company pursuant to Section 2.02 definitive Securities in exchange for
temporary Securities.

SECTION 2.11.       Cancellation.

                  The Company 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 the
Company, dispose of and deliver evidence of such disposal of all Securities
surrendered for transfer, exchange, payment or cancellation. Subject to Section
2.07, the Company may not issue new Securities to replace Securities that they
have paid or delivered to the Trustee for cancellation. If the Company 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.
<PAGE>   28
                                      -22-


SECTION 2.12.       Defaulted Interest.

                  The Company shall pay interest on overdue principal from time
to time on demand at the rate of interest then borne by the Securities. The
Company 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 the Company 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 the Company 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, the Company 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.

                  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.

                  The Company 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. The Company 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, the Company 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
the Company, the Trustee and any agent of the Company or the Trustee as the
absolute owner of the Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by
<PAGE>   29
                                      -23-


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 the Company that it is unwilling or unable to continue as
Depository for any Global Security and a successor Depository is not appointed
by the Company 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 the Company shall execute, and the Trustee shall upon written
instructions from the Company 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 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 the
         Company, by the following additional information and documents, as
         applicable:
<PAGE>   30
                                      -24-


                  (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 the Company, an
                           Opinion of Counsel reasonably satisfactory to the
                           Company 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 Exhibit D hereto) and,
                           at the option of the Company, an Opinion of Counsel
                           reasonably satisfactory to the Company 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 the Company, an Opinion
                           of Counsel reasonably satisfactory to the Company 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 the Company, an
                           Opinion of Counsel reasonably acceptable to the
                           Company 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 the
                           Company, an Opinion of Counsel reasonably acceptable
                           to the Company to the effect that such transfer is in
                           compliance with the Securities Act; and
<PAGE>   31
                                      -25-


                  (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, the Company 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 the Company 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 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, the Company shall issue and the
Trustee shall, upon written instructions from the Company 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 the Company, an Opinion of Counsel
                           reasonably satisfactory to the Company to the effect
                           that such transfer is in compliance with the
                           Securities Act; or
<PAGE>   32
                                      -26-


                  (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 the Company, an
                           Opinion of Counsel reasonably satisfactory to the
                           Company 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 of
         the applicable Global Security to be reduced and, following such
         reduction, the Company 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.

                  (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 the Company 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 the Company or any affiliate (as
defined in Rule 144 under the Securities Act) of the Company 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
<PAGE>   33
                                      -27-


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. The Company 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.

                  The Company 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.

                  With respect to any Additional Securities, the Company 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 the Company 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. The Company 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.
<PAGE>   34
                                      -28-


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. Selection of the Securities to be redeemed pursuant to paragraph
5(b) of the Securities shall be made by the Trustee only on a pro rata basis or
on as nearly a pro rata basis as is practicable (subject to the procedures of
the Depository) based on the aggregate principal amount of Securities held by
each Holder. 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, the Company 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;
provided, however, that notice of a redemption pursuant to paragraph 5(b) of the
Securities shall be mailed to each Holder whose Securities are to be redeemed no
later than 60 days after the date of the closing of the relevant Equity Offering
of the Company.

                  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 the Company 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
<PAGE>   35
                                      -29-


     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 the Company's request, the Trustee shall give the notice of
redemption on behalf of the Company, in the Company's name and at the Company's
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, the
Company shall deposit with the Paying Agent (or if the Company 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 the
Company to the Trustee for cancellation.

                  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 the Company 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.

                  The Company 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
<PAGE>   36
                                      -30-


considered paid on the date due if the Trustee or Paying Agent (other than the
Company or any Affiliates of the Company) 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.

                  The Company shall pay cash interest on overdue principal at
the same rate per annum borne by the Securities. The Company 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.

                  The Company 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 the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the address of the Trustee set forth in Section 13. The Company hereby
initially designates the Trustee at its address set forth in Section 13.02 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.

                  The Company 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 the
Company and a Restricted Subsidiary of the Company or among Restricted
Subsidiaries of the Company) (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 majority of members of
the Board of Directors of the Company and by a majority of the disinterested
members of the Board of Directors of the Company, 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 the Company 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 the Company 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 the
Company under any employment agreement, noncompetition or confidentiality
agreement with any officer of the Company, 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 Section 4.10; (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 the Company; (5) loans or advances
to employees in the ordinary course of business of the Company or any of its
Restricted Subsidiaries consistent with past practices; and (6) payments by the
Company 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) The Company 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
<PAGE>   37
                                      -31-


otherwise, with respect to (collectively, "incur") any Indebtedness (other than
Permitted Indebtedness) and the Company shall not issue any Disqualified Capital
Stock and its Restricted Subsidiaries shall not issue any Preferred Stock
(except Preferred Stock issued to the Company or a Restricted Subsidiary of the
Company so long as it is so held); provided, however, that the Company and its
Restricted Subsidiaries that are Guarantors may incur Indebtedness or issue
shares of such Capital Stock if, in either case, the Company's 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 7.0
to 1.

                  (b) The Company shall not incur or suffer to exist, or permit
any of its Restricted 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.

                  (c) The Company will not, and will not permit any Guarantor
to, directly or indirectly, incur any Indebtedness which by its terms (or by the
terms of any agreement governing such Indebtedness) is subordinated to any other
Indebtedness of the Company or such Guarantor, as the case may be, unless such
Indebtedness is also by its terms (or by the terms of any agreement governing
such Indebtedness) made expressly subordinate to the Securities or the
Subsidiary Guarantee of such Guarantor to the same extent and in the same manner
as such Indebtedness is subordinated to other Indebtedness of the Company or
such Guarantor, as the case may be.

SECTION 4.05.       [Intentionally Omitted].

SECTION 4.06.       Payments for Consents.

                  Neither the Company nor any of its Subsidiaries shall,
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.

SECTION 4.07.       Limitation on Investment Company Status.

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

SECTION 4.08.       Limitation on Asset Sales.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company 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 the Company or, if such Asset Sale involves consideration in excess of
$10,000,000, by the board of directors of the Company, as evidenced by a board
resolution), (ii) at least 75% of the consideration received by the Company 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, the Company applies, or causes
such Restricted
<PAGE>   38
                                      -32-


Subsidiary to apply, such Net Cash Proceeds within 180 days of receipt thereof
either (A) to permanently reduce the Indebtedness of the Company or one or more
Restricted Subsidiaries of the Company under the Senior Credit Facilities
(except that the Company may temporarily repay Indebtedness under the revolving
credit portion of the Senior Credit Facilities 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
and other Senior Indebtedness, pro rata tendered to the Company for purchase at
a price equal to 100% of the principal amount thereof (or the accreted value of
such other Senior Indebtedness, if such other Senior Indebtedness is issued at a
discount) plus accrued interest thereon, if any, to the date of purchase
pursuant to an offer to purchase made by the Company as set forth below (a "Net
Proceeds Offer"); provided, however, that the Company may defer making a Net
Proceeds Offer until the aggregate Net Cash Proceeds from Asset Sales not
otherwise applied in accordance with this covenant 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 the Company 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, together with all other Senior
Indebtedness so tendered, exceeds the Net Proceeds Offer, Securities and other
Senior Indebtedness of tendering Holders 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,
which, together with the aggregate principal amount or aggregate accreted value,
as the case may be, of all other Senior Indebtedness so tendered, is less than
the amount of Net Cash Proceeds subject to such Net Proceeds Offer, the Company
may use any remaining portion of such Net Cash Proceeds not required to fund the
repurchase of tendered Securities and other Senior Indebtedness for any purposes
not otherwise prohibited 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.

                  The Company 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 4.09.       Limitation on Asset Swaps.

                  The Company 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 the Company and (iii) in the event such Asset Swap
involves an aggregate amount in excess of $50,000,000, the Company has received
a written opinion from an independent investment banking firm of nationally
recognized standing that such Asset Swap is fair to the Company or such
Restricted Subsidiary, as the case may be, from a financial point of view.
<PAGE>   39
                                      -33-


SECTION 4.10.       Limitation on Restricted Payments.

                  (a) The Company 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 and
         be continuing; or

                  (ii)     the Company is not 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 the Company in good faith)
         exceeds the sum of (a)(x) 100% of the aggregate Consolidated Cash Flow
         of the Company (or, in the event such Consolidated Cash Flow shall be a
         deficit, minus 100% of such deficit) accrued subsequent to March 3,
         1998 to the most recent date for which financial information is
         available to the Company, 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 the
         Company from any Person (other than a Restricted Subsidiary of the
         Company) from the issuance and sale subsequent to March 3, 1998 of
         Qualified Capital Stock of the Company (excluding (i) any net proceeds
         from issuances and sales financed directly or indirectly using funds
         borrowed from the Company or any Restricted Subsidiary of the Company,
         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 the Company 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 the Company 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 the
         Company 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 an unaffiliated purchaser and repayments of loans or
         advances or other transfers of assets by such Person to the Company or
         any Restricted Subsidiary of the Company 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 the Company or any of its Restricted Subsidiaries 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.
<PAGE>   40
                                      -34-


                  (b) Notwithstanding the foregoing, these provisions will 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
the Company 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 the Company) 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
the Company) 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), the Company 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 6.0 to 1; (4) payments to enable the Company or a Holding Company
(as hereinafter defined) 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 the Company to fund the
payment by any company as to which the Company is, directly or indirectly, a
Subsidiary (a "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 the Company 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 the Company to redeem or repurchase, or to
enable a Holding Company to redeem or repurchase, stock purchase or similar
rights granted by the Company or a Holding Company 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
the Company 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 the Company to fund taxes of a Holding Company for a given taxable
year in an amount equal to the Company's "separate return liability," as if the
Company were the parent of a consolidated group (for purposes of this clause (9)
"separate return liability" for a given taxable year shall mean the hypothetical
United States tax liability of the Company defined as if the Company had filed
its own U.S. federal tax return for such taxable year); (10) the payment of any
dividend or the making of any distribution to a Holding Company in amounts
sufficient to permit a Holding Company (i) to pay interest when due on the
Senior Discount Notes and (ii) to make any mandatory redemption or principal
payments in respect of the Senior Discount Notes; and (11) payments by the
Company 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), (8) and (10), 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.
<PAGE>   41
                                      -35-


SECTION 4.11.       Notice of Defaults.

                  (a) In the event that any Indebtedness of the Company 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, the Company
shall promptly give written notice to the Trustee of such declaration, the
status of such default or event and what action the Company 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, the Company shall promptly deliver an Officers'
Certificate to the Trustee specifying the Default or Event of Default.

SECTION 4.12.       Reports.

                  So long as any of the Securities are outstanding, the Company
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 the
Company would have been required to file with the Commission pursuant to Section
13 or 15(d) of the Exchange Act, regardless of whether the Company is then
obligated to file such reports.

SECTION 4.13.       Limitations on Dividend and Other Payment Restrictions
                    Affecting Restricted Subsidiaries.

                  The Company 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 the Company or any of its
Restricted Subsidiaries; or (c) transfer any of its property or assets to the
Company, except for such encumbrances or restrictions existing under or by
reason of: (1) applicable law; (2) this Indenture; (3) customary nonassignment
provisions of any lease governing a leasehold interest of the Company 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 Credit Agreement and the Existing Company Notes) 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 the Company in any material
respect, as determined in good faith by the Board of Directors of the Company,
than the provisions as in effect 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 the
Company in any material respect as determined in good faith by the Board of
Directors of the Company than the provisions relating to such encumbrance or
restriction contained in agreements referred to
<PAGE>   42
                                      -36-


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 the Company in any material respect as
determined in good faith by the Board of Directors of the Company than the
provisions relating to such encumbrance or restriction contained in this
Indenture.

SECTION 4.14.       Subsidiary Guarantees by Restricted Subsidiaries.

                  (a) The Company shall not create or acquire, nor cause or
permit any of its Restricted Subsidiaries, directly or indirectly, to create or
acquire, any Subsidiary other than (1) an Unrestricted Subsidiary in accordance
with the other terms of this Indenture or (2) a Restricted Subsidiary that,
simultaneously with such creation or acquisition, (x) executes and delivers to
the Trustee a supplemental indenture to this Indenture pursuant to which it will
become a Guarantor in accordance with Article Eleven hereof and (y) delivers to
the Trustee an Opinion of Counsel that such supplemental indenture has been duly
authorized, executed and delivered by such Restricted Subsidiary and constitutes
a valid, binding and enforceable obligation of such Restricted Subsidiary (which
opinion may be subject to customary assumptions and qualifications).

                  (b) Any Unrestricted Subsidiary that is redesignated as a
Restricted Subsidiary shall upon such redesignation be required to become a
Guarantor in accordance with the requirements of Section 4.14(a)(2).

SECTION 4.15.       Change of Control.

                  (a) Upon the occurrence of a Change of Control, each Holder
shall have the right to require that the Company 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 101% of the principal
amount thereof plus accrued and unpaid interest, if any, to the date of
purchase.

                  (b) Prior to the mailing of the notice referred to below, but
in any event within 30 days following the date on which the Company becomes
aware that a Change of Control has occurred (the "Change of Control Date"), the
Company covenants that if the purchase of the Securities would violate or
constitute a default under any other Indebtedness of the Company, then the
Company shall, 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. The
Company shall 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 the Company
becomes aware that a Change of Control has occurred, the Company 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:
<PAGE>   43
                                      -37-


                  (1)      that the Change of Control Offer is being made
         pursuant to this Section 4.15 and that all Securities validly tendered
         and not withdrawn will be accepted for payment;

                  (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 the Company 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 shall 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 shall 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, the
Company 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 the Company. 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 the Company 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 the Company
except with respect to monies owed as obligations to the Trustee pursuant to
Article Eight. For
<PAGE>   44
                                      -38-


purposes of this Section 4.15, the Trustee shall, except with respect to monies
owed as obligations to the Trustee pursuant to Article Eight, act as the Paying
Agent.

                  (e) The Company shall comply with the requirements of Rule
14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent such laws and regulations are applicable in connection
with the 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, the Company 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 4.15 notwithstanding,
the Company shall not be required to make a Change of Control Offer if, instead,
the Company 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, the Company 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 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 4.16.       Limitation on Liens.

                  The Company shall not, and shall not cause or permit any of
its Restricted Subsidiaries to, directly or indirectly, create, incur or assume
or permit or suffer to exist any Lien securing Indebtedness on any asset now
owned or hereafter acquired, or any income or profits therefrom, of any nature
whatsoever against any asset of the Company or any Restricted Subsidiary
(including Capital Stock of a Restricted Subsidiary), whether owned at the Issue
Date or thereafter acquired, or any proceeds therefrom, or assign or otherwise
convey any right to receive income or profits therefrom, except for Permitted
Liens, unless contemporaneously therewith: (i) in the case of any Lien securing
subordinated Indebtedness, effective provision is made to secure the Securities
or such Subsidiary Guarantee, as the case may be, with a Lien on the same
collateral that is prior to the Lien securing such subordinated Indebtedness;
and (ii) in all other cases the Securities or such Subsidiary Guarantee, as the
case may be, are secured on an equal and ratable basis, except clause (ii) shall
not restrict (a) Liens securing Indebtedness permitted to be incurred pursuant
to clause (ii) of the definition of Permitted Indebtedness, (b) any Lien
securing any Interest Swaps Agreements, Commodities Agreements or Currency
Agreements permitted to be incurred pursuant to clause (iv) of the definition of
Permitted Indebtedness and (c) Liens securing Indebtedness described in clause
(xi) of the definition of "Permitted Indebtedness"; provided that such Liens
cover only the property referred to in such definition.

SECTION 4.17.       Compliance Certificate.

                  The Company 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 the Company has been made under the
supervision of the signing officer with a view to determining whether a Default
or Event of Default has occurred and whether or not the signers know of any
Default or Event of Default by the Company that occurred during such fiscal
year. If they do know of such a Default or Event of Default, their status and
the action the Company is taking or proposes to take with respect thereto. The
first certificate to be delivered by the Company pursuant to this Section 4.17
shall be for the fiscal year ending December 31, 2001.
<PAGE>   45
                                      -39-


SECTION 4.18.       Corporate Existence.

                  Subject to Article Five, the Company 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 the Company and the Subsidiaries; provided, however, that the
Company shall not be required to preserve any such right or franchise, or the
corporate existence of any Subsidiary, if the Board of Directors of the Company
shall determine that the preservation thereof is no longer desirable in the
conduct of the business of the Company and the Subsidiaries, taken as a whole;
provided, further, however, that a determination of the Board of Directors of
the Company shall not be required in the event of a merger of one or more
Restricted Subsidiaries of the Company with or into another Restricted
Subsidiary of the Company or another Person, if the surviving Person is a
Restricted Subsidiary of the Company organized under the laws of the United
States or a State thereof or of the District of Columbia. This Section 4.18
shall not prohibit the Company from taking any other action otherwise permitted
by, and made in accordance with, the provisions of this Indenture.

SECTION 4.19.       Maintenance of Properties and Insurance.

                  (a) The Company 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, renewals
or replacements thereto as in the judgment of the Company may be reasonably
necessary to the conduct of the business of the Company and its Restricted
Subsidiaries; provided, however, that nothing in this Section 4.19 shall prevent
the Company 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 the Company
or the Restricted Subsidiary, as the case may be, no longer reasonably necessary
in the conduct of their respective businesses.

                  (b) The Company 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 the Company, are reasonably adequate and appropriate for
the conduct of the business of the Company and such Restricted Subsidiaries.

SECTION 4.20.       Payment of Taxes and Other Claims.

                  The Company 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 4.21.       Waiver of Stay, Extension or Usury Laws.

                  The Company covenants (to the extent that it may lawfully do
so) that it will not at any time insist upon, plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension
<PAGE>   46
                                      -40-


law or any usury law or other law that would prohibit or forgive the Company
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) the Company
hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.


                                  ARTICLE FIVE

                         MERGERS; SUCCESSOR CORPORATION


SECTION 5.01.       Mergers, Sale of Assets, etc.

                  (a) The Company 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 the Company's or any Guarantor's assets determined on a consolidated basis
for the Company to another Person or adopt a plan of liquidation unless (i)
either (1) the Company is the surviving Person or (2) the Person (if other than
the Company) formed by such consolidation or into which the Company is merged or
the person that acquires by conveyance, transfer or lease the properties and
assets of the Company substantially as an entirety or in the case of a plan of
liquidation, the Person to which assets of the Company 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 the Company 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), (x)
no Default or Event of Default shall have occurred and be continuing and (y) the
Company (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 be able to incur
$1.00 of additional Indebtedness (other than Permitted Indebtedness) in
compliance with Section 4.04; and (iv) the Company 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 subsection (a), the transfer
(by lease, assignment, sale or otherwise, in a single transaction or series of
transactions) of all or substantially all the properties and assets of one or
more Restricted Subsidiaries, the Capital Stock of which constitutes all or
substantially all the properties and assets of the Company, shall be deemed to
be the transfer of all or substantially all the properties and assets of the
Company.

                  (c) Notwithstanding clauses (ii) and (iii) in paragraph (a)
above, (1) any Restricted Subsidiary of the Company may consolidate with, merge
into or transfer all or part of its properties and assets to the Company and (2)
the Company may merge with an Affiliate thereof incorporated solely for the
purpose of reorganizing the Company in another jurisdiction in the U.S. to
realize tax or other benefits. Notwithstanding paragraph (a) above, clauses
(iii) and (iv) thereof shall not apply to the Merger.
<PAGE>   47
                                      -41-


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 the Company
is not the surviving person and the surviving person is to assume all the
Obligations of the Company 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 the Company, and the Company 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;

                  (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 the Company
         receives written notice thereof specifying the default from the Trustee
         or Holders of at least 25% in aggregate principal amount of outstanding
         Securities;

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

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

                  (f) the Company 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
<PAGE>   48
                                      -42-


         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;

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

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

SECTION 6.02.       Acceleration.

                  If an Event of Default with respect to the Securities (other
than an Event of Default specified in clause (f) or (g) 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 the Company and the Trustee specifying the respective Event of Default and
that it is a "notice of acceleration" (the "Acceleration Notice"), and the same
(i) shall become immediately due and payable or (ii) if there are any amounts
outstanding under the Senior Credit Facilities, will become due and payable upon
the first to occur of an acceleration under the Senior Credit Facilities or five
Business Days after receipt by the Company and the agent under the Senior Credit
Facilities of such Acceleration Notice (unless all Events of Default specified
in such Acceleration Notice have been cured or waived).

                  If an Event of Default specified in clause (f) or (g) of
Section 6.01 occurs, all unpaid principal of and accrued interest on all
outstanding Securities shall ipso facto become immediately due and payable
without any declaration or other act on the part of the Trustee or any Holder.

                  At any time after such declaration with respect to the
Securities, the Holders of a majority in principal amount of Securities then
outstanding (by notice to the Trustee) may rescind and cancel such declaration
and its consequences if (i) the rescission would not conflict with any judgment
or decree of a court of competent jurisdiction, (ii) all existing Defaults and
Events of Default have been cured or waived except nonpayment of principal of or
interest on the Securities that has become due solely by such declaration of
acceleration, (iii) to the extent the payment of such interest is lawful,
interest (at the same rate specified in the Securities) on overdue installments
of interest and overdue payments of principal, which has become due otherwise
than by such declaration of acceleration has been paid, (iv) the Company has
paid the Trustee its
<PAGE>   49
                                      -43-


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 (f) or (g) 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 10.02, prior to the
declaration of acceleration of the Securities, the Holders of not less than a
majority in aggregate principal amount of the outstanding Securities by written
notice to the Trustee may waive an existing Default or 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 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 10.02. The Company shall deliver to the Trustee an Officers' Certificate
stating that the requisite percentage of Holders have consented to such waiver
and attaching copies of such consents. In case of any such waiver, the Company,
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 8.01)
to ascertain whether or not such actions or forebearances are unduly prejudicial
to such Holders, or that may involve the Trustee in personal liability;
provided, however, that the Trustee may take any other action deemed
<PAGE>   50
                                      -44-


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.

                  The Company agrees, and each Holder by accepting any Security
agrees, that (a) the Indebtedness arising under the Credit Agreement (the
"Credit Agreement Indebtedness") may be secured by a Lien on the rights (the
"License Rights") of the Company or any of its subsidiaries in, to or under, or
relating to, any licenses, permits or authorizations issued by the Federal
Communications Commission ("FCC") (including, to the maximum extent permitted by
law, all rights incident or appurtenant to such FCC License and the rights to
receive all proceeds derived or derivable from or in connection with the sale,
assignment or transfer of such FCC License and the right to receive money or
other consideration upon the sale, assignment or transfer of any FCC License,
together with any goodwill or going concern value associated therewith), (b)
neither the Trustee nor any Holder will be entitled to, or will, and the Trustee
and each Holder hereby waives any right it might otherwise have under applicable
law or otherwise to, contest in any manner, or to initiate any judicial,
administrative or other proceeding or action for the purpose of contesting in
any manner, including without limitation in any proceeding under any Federal or
state bankruptcy, insolvency, receivership or similar law now or hereafter in
effect, (i) the existence, scope, legality, validity, enforceability, perfection
or priority of any Liens on the License Rights to secure the Credit Agreement
Indebtedness that are asserted by the agent under the Credit Agreement or any
holder of Credit Agreement Indebtedness to exist or (ii) the rights of the agent
under the Credit Agreement or any holder of Credit Agreement Indebtedness to
realize the intended benefits of such Liens and (c) and that the provisions of
this Section are for the benefit of and enforceable by the holders of Credit
Agreement Indebtedness. No right of any holder of Credit Agreement Indebtedness
to enforce the provisions of this Section shall be impaired by any act or
failure to act by the Company or by the failure of the Company to comply with
this Indenture. Each Holder by accepting a Security acknowledges and agrees that
the foregoing provisions are, and are intended to be, an inducement and a
consideration to each holder of any Credit Agreement Indebtedness, whether such
Credit Agreement Indebtedness was created or acquired before or after the
issuance of the Securities, to acquire and continue to hold, or to continue to
hold, such Credit Agreement
<PAGE>   51
                                      -45-


Indebtedness and such holder of Credit Agreement Indebtedness shall be deemed
conclusively to have relied on such provisions in acquiring and continuing to
hold, or in continuing to hold, such Credit Agreement Indebtedness.

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

SECTION 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 8.07;
<PAGE>   52
                                      -46-


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

                  Third: to the Company.

                  The Trustee, upon prior written notice to the Company, 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

                             [INTENTIONALLY OMITTED]



                                  ARTICLE EIGHT

                                     TRUSTEE


SECTION 8.01.       Duties of Trustee.

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

                  (b) Except during the continuance of a Default:

                  (1)      The Trustee shall not be liable except for the
         performance of such duties as are specifically set forth herein; and

                  (2)      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
<PAGE>   53
                                      -47-


         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:

                  (1)      This paragraph does not limit the effect of paragraph
         (b) of this Section 8.01;

                  (2)      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

                  (3)      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.

                  (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
8.01.

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

SECTION 8.02.       Rights of Trustee.

                  Subject to Section 8.01:

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

                  (b) Before the Trustee acts or refrains from acting, it may
         require an Officers' Certificate and/or an Opinion of Counsel, which
         shall conform to the provisions of Section 13.05. The Trustee shall not
         be liable for any action it takes or omits to take in good faith in
         reliance on such certificate or opinion.

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

                  (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.
<PAGE>   54
                                      -48-


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

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

                  (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.

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

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

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

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

SECTION 8.03.       Individual Rights of Trustee.

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

SECTION 8.04.       Trustee's Disclaimer.

                  The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Indenture or the
Securities, it shall not be accountable for the Company's use of the proceeds
from the Securities, and it shall not be responsible for any statement of the
Company or any Guarantor in this Indenture or any document issued in connection
with the sale of Securities or any statement in the Securities other than the
Trustee's certificate of authentication.
<PAGE>   55
                                      -49-


SECTION 8.05.       Notice of Defaults.

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

SECTION 8.06.       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.

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

SECTION 8.07.       Compensation and Indemnity.

                  The Company and the Guarantors shall pay to the Trustee and
the Agents from time to time, and the Trustee and the Agents shall be entitled
to, such compensation as the Company and the Trustee and the Agents shall from
time to time agree in writing for their respective services. The Trustee's
compensation shall not be limited by any law on compensation of a trustee of an
express trust. The Company and the Guarantors shall reimburse the Trustee and
the Agents upon request for all reasonable disbursements, expenses and advances,
including all costs and expenses of collection and reasonable fees,
disbursements and expenses of its agents and outside counsel incurred or made by
any of them in addition to the compensation for their respective services except
any such disbursements, expenses and advances as may be attributable to
negligence or willful misconduct of the party to be reimbursed. 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 9.01 hereof.

                  The Company and the Guarantors shall, jointly and severally,
indemnify the Trustee and the Agents for, and hold them harmless against any and
all loss, damage, claims, liability or expense, including taxes (other than
franchise taxes imposed on the indemnified party and taxes based upon, measured
by or determined by the income of the indemnified party), arising out of or in
connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses of defending themselves against or
investigating any claim or liability in connection with the exercise or
performance of any of their powers or duties hereunder, except to the extent
that such loss, damage, claim, liability or expense is due to negligence or
willful misconduct of the indemnified party. The indemnified party shall notify
the Company promptly of any claim asserted against the indemnified party for
which it may seek indemnity. However, the failure by the indemnified party to so
notify the Company shall not relieve the Company and the Guarantors of their
obligations hereunder unless the Company and the Guarantors have been prejudiced
thereby. The Company and
<PAGE>   56
                                      -50-


the Guarantors shall defend the claim and the indemnified party shall cooperate
in the defense at the expense of the Company and the Guarantors; provided that
the Company and the Guarantors shall not be liable in any action or for which
they have assumed the defense for the expenses of separate counsel to the
indemnified party unless (1) the employment of separate counsel has been
authorized by the Company and the Guarantors, (2) the indemnified party has
reasonably concluded (based upon advice of counsel to the indemnified party)
that there may be legal defenses available to the indemnified party that are
different from or in addition to those available to the Company and the
Guarantors or (3) a conflict or potential conflict exists (based upon advice of
counsel to the indemnified party) between the indemnified party, the Company and
the Guarantors; provided further, however, that in any such event the
reimbursement obligation of the Company and the Guarantors with respect to
separate counsel of the indemnified party will be limited to the reasonable fees
and expenses of such counsel.

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

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

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(f) or (g) occurs, the expenses
(including the reasonable fees and expenses of its agents and counsel) and the
compensation for the services shall be preferred over the status of the Holders
in a proceeding under any Bankruptcy Law and are intended to constitute expenses
of administration under any Bankruptcy Law.

                  The provisions of this Section 8.07 shall survive the
termination of this Indenture.

SECTION 8.08.       Replacement of Trustee.

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

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

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

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

                  (d) the Trustee becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason (the Trustee in such event being referred
to herein as the retiring Trustee), the Company shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the
Holders of a majority
<PAGE>   57
                                      -51-


in principal amount of the Securities may appoint a successor Trustee to replace
the successor Trustee appointed by the Company.

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

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

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

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

SECTION 8.09.       Successor Trustee by Merger, etc.

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

SECTION 8.10.       Eligibility; Disqualification.

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

SECTION 8.11.       Preferential Collection of Claims Against the Company.

                  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.
<PAGE>   58
                                      -52-



                                  ARTICLE NINE

                       DISCHARGE OF INDENTURE; DEFEASANCE


SECTION 9.01.       Termination of the Company's Obligations.

                  The Company may terminate its obligations under the Securities
and this Indenture as well as the obligations of the Guarantors under their
respective Subsidiary Guarantees, except those obligations referred to in the
penultimate paragraph of this Section 9.01, 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 the Company and thereafter repaid to the Company 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 the Company 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 on the Securities to the date of
         deposit together with irrevocable instructions from the Company
         directing the Trustee to apply such funds to the payment thereof at
         maturity or redemption, as the case may be;

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

                  (iii)    the Company 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 9.01, the
Company's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 8.07, 8.08, 9.05
and 9.06 shall survive until the Securities are no longer outstanding pursuant
to Section 2.08. After the Securities are no longer outstanding, the Company's
obligations in Sections 8.07, 8.08, 9.05 and 9.06 shall survive.

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

SECTION 9.02.       Legal Defeasance and Covenant Defeasance

                  (a) The Company 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, the
Company 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 9.03.

                  (b) Upon the Company's exercise under paragraph (a) hereof of
the option applicable to this paragraph (b), the Company shall, subject to the
satisfaction of the conditions set forth in Section 9.03, be deemed to have paid
and discharged the entire indebtedness represented by the outstanding
Securities, except for
<PAGE>   59
                                      -53-


(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)
the Company's 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 the Company's obligations in
connection therewith and (iv) Article Nine of this Indenture (hereinafter,
"Legal Defeasance"). Subject to compliance with this Article Nine, the Company
may exercise its option under this paragraph (b) notwithstanding the prior
exercise of its option under paragraph (c) hereof.

                  (c) Upon the Company's exercise under paragraph (a) hereof of
the option applicable to this paragraph (c), the Company shall, subject to the
satisfaction of the conditions set forth in Section 9.03, be released from its
obligations under Sections 4.03 through 4.16, inclusive, 4.19 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 9.03.       Conditions to Legal Defeasance or Covenant Defeasance.

                  In order to exercise either Legal Defeasance pursuant to
Section 9.02(b) or Covenant Defeasance pursuant to Section 9.02(c):

                  (a) the Company 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 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 9.02(b), the
         Company shall have delivered to the Trustee an Opinion of Counsel in
         the United States reasonably acceptable to the Trustee confirming that
         (A) the Company has received from, or there has been published by, the
         Internal Revenue Service a ruling or (B) since the date 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 9.02(c), the
         Company shall have delivered to the Trustee an Opinion of Counsel in
         the United States reasonably acceptable to the Trustee confirming that
         the Holders of the 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(f) and 6.01(g) are concerned, at
         any time in the period ending on the 91st day after the date of such
         deposit;
<PAGE>   60
                                      -54-


                  (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 the
         Company or any of its Restricted Subsidiaries is a party or by which
         the Company or any of its Restricted Subsidiaries is bound;

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

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

                  (h) the Company shall have delivered to the Trustee an Opinion
         of Counsel to the effect that assuming no intervening bankruptcy or
         insolvency of the Company between the date of deposit and the 91st day
         following the deposit and that no Holder is an insider of the Company,
         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 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 the Company.

SECTION 9.04.       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 9.03, 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 the Company's obligations under the
Securities and this Indenture except for those surviving obligations specified
above.

                  The Company 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 9.03 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 9.05.       Repayment to Company.

                  Subject to Sections 8.07 and 9.04, the Trustee shall promptly
pay to the Company upon written request any excess money held by it at any time.
The Trustee shall pay to the Company 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 the
<PAGE>   61
                                      -55-


Company 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 the Company. After
payment to the Company, Holders entitled to money must look solely to the
Company 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 9.06.       Reinstatement.

                  If the Trustee is unable to apply any money or United States
Government Obligations in accordance with Section 9.02 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, the
Company's obligations under this Indenture and the Securities shall be revived
and reinstated as though no deposit had occurred pursuant to Section 9.02 until
such time as the Trustee is permitted to apply all such money or United States
Government Obligations in accordance with Section 9.02; provided, however, that
if the Company has made any payment of interest on or principal of any
Securities because of the reinstatement of its obligations, the Company 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.


                                   ARTICLE TEN

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS


SECTION 10.01.      Without Consent of Holders.

                  The Company and the Guarantors, when authorized by a
resolution of the Board of Directors, and the Trustee may amend or supplement
this Indenture or the Securities without notice to or consent of any Holder:

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

                  (b) to effect the assumption by a successor Person of all
         obligations of the Company 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;
<PAGE>   62
                                      -56-


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

                  (h) to reflect the release of a Guarantor from its obligations
         with respect to its Guarantee in accordance with the provisions of
         Section 11.03 and to add a Guarantor pursuant to the requirements of
         Section 4.14; or

                  (i) to secure the Securities pursuant to the requirements of
         Section 4.16 or otherwise;

provided, however, that the Company has delivered to the Trustee an Opinion of
Counsel stating that such amendment or supplement complies with the provisions
of this Section 10.01.

SECTION 10.02.      With Consent of Holders.

                  Subject to Section 6.07, the Company and the Guarantors, when
authorized by a Board Resolution, and the Trustee may modify, amend or
supplement, or waive compliance by the Company 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 4.08 or 4.15);

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

                  (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 10.02 (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 4.08 or 4.15; or
<PAGE>   63
                                      -57-


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

                  It shall not be necessary for the consent of the Holders under
this Section 10.02 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
10.02 becomes effective, the Company shall mail to the Holders affected thereby
a notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amendment, supplement or
waiver.

SECTION 10.03.      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 10.04.      Record Date for Consents and Effect of Consents.

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

                  After an amendment, supplement or waiver becomes effective, it
shall bind every Holder, unless it makes a change described in any of clauses
(a) through (j) of Section 10.02. 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 10.05.      Notation on or Exchange of Securities.

                  If an amendment, supplement or waiver changes the terms of a
Security, the Trustee may require the Holder of the Security to deliver it to
the Trustee. The Trustee may place an appropriate notation on the Security about
the changed terms and return it to the Holder. Alternatively, if the Company or
the Trustee so determine, the Company 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 10.06.      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 Ten is
authorized or permitted by this Indenture and that such amendment, supplement or
waiver
<PAGE>   64
                                      -58-


constitutes the legal, valid and binding obligation of the Company, 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 ELEVEN

                              SUBSIDIARY GUARANTEES


SECTION 11.01.      Unconditional Guarantee.

                  Each Guarantor hereby unconditionally, jointly and severally,
guarantees (each, a "Subsidiary Guarantee") to each Holder of a Security
authenticated by the Trustee and to the Trustee and its successors and assigns
that: the principal of and interest on the Securities will be promptly paid in
full when due, subject to any applicable grace period, whether at maturity, by
acceleration or otherwise, and interest on the overdue principal and interest on
any overdue interest on the Securities and all other obligations of the Company
to the Holders or the Trustee hereunder or under the Securities will be promptly
paid in full or performed, all in accordance with the terms hereof and thereof;
subject, however, to the limitations set forth in Section 11.04. Each Guarantor
hereby agrees that its obligations hereunder shall be unconditional,
irrespective of the validity, regularity or enforceability of the Securities or
this Indenture, the absence of any action to enforce the same, any waiver or
consent by any Holder of the Securities with respect to any provisions hereof or
thereof, the recovery of any judgment against the Company, any action to enforce
the same or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of a Guarantor. Each Guarantor hereby waives
diligence, presentment, demand of payment, filing of claims with a court in the
event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenants that the Subsidiary Guarantee will not be discharged except by
complete performance of the obligations contained in the Securities, this
Indenture and this Subsidiary Guarantee. If any Holder or the Trustee is
required by any court or otherwise to return to the Company, any Guarantor, or
any custodian, trustee, liquidator or other similar official acting in relation
to the Company or any Guarantor, any amount paid by the Company or any Guarantor
to the Trustee or such Holder, this Subsidiary Guarantee, to the extent
theretofore discharged, shall be reinstated in full force and effect. Each
Guarantor further agrees that, as between each Guarantor, on the one hand, and
the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article Six for
the purpose of this Subsidiary Guarantee, notwithstanding any stay, injunction
or other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any acceleration of such obligations
as provided in Article Six, such obligations (whether or not due and payable)
shall forth become due and payable by each Guarantor for the purpose of this
Subsidiary Guarantee.

SECTION 11.02.      Severability.

                  In case any provision of this Subsidiary Guarantee shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
<PAGE>   65
                                      -59-


SECTION 11.03.      Release of a Guarantor.

                  (a) If the Securities are defeased in accordance with the
terms of this Indenture, or if Section 5.01(b) is complied with, or if, subject
to the requirements of Section 5.01(a), all or substantially all of the assets
of any Guarantor or all of the equity interests of any Guarantor are sold
(including by issuance or otherwise) by the Company in a transaction
constituting an Asset Sale and (x) the Net Cash Proceeds from such Asset Sale
are used in accordance with Section 4.08 or (y) the Company delivers to the
Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from
such Asset Sale shall be used in accordance with Section 4.08 and within the
time limits specified by Section 4.08, then each Guarantor (in the case of
defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or
in the event of a sale or other disposition of all of the equity interests of
such Guarantor) or the Person acquiring such assets (in the event of a sale or
other disposition of all or substantially all of the assets of such Guarantor)
shall be released and discharged from all obligations under this Article Eleven
without any further action required on the part of the Trustee or any Holder.
The Trustee shall, at the sole cost and expense of the Company and upon receipt
at the reasonable request of the Trustee of an Opinion of Counsel that the
provisions of this Section 11.03 have been complied with, deliver an appropriate
instrument evidencing such release upon receipt of a request by the Company
accompanied by an Officers' Certificate certifying as to the compliance with
this Section 11.03. Any Guarantor not so released remains liable for the full
amount of principal of and interest on the Securities and the other obligations
of the Company hereunder as provided in this Article Eleven.

                  (b) Any Guarantor that is designated an Unrestricted
Subsidiary shall upon such designation be released and discharged of all
obligations under this Article Eleven without any further action required on the
part of the Trustee or any Holder.

SECTION 11.04.      Limitation of Guarantor's Liability.

                  Each Guarantor, and by its acceptance hereof each Holder and
the Trustee, hereby confirms that it is the intention of all such parties that
the Guarantee by such Guarantor pursuant to its Subsidiary Guarantee not
constitute a fraudulent transfer or conveyance for purposes of title 11 of the
United States Code, as amended, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar U.S. Federal or state or other
applicable law. To effectuate the foregoing intention, the Holders and each
Guarantor hereby irrevocably agree that the obligations of each Guarantor under
its Subsidiary Guarantee shall be limited to the maximum amount as will, after
giving effect to all other contingent and fixed liabilities of such Guarantor
and after giving effect to any collections from or payments made by or on behalf
of any other Guarantor in respect of the obligations of such other Guarantor
under its Subsidiary Guarantee or pursuant to Section 11.05, result in the
obligations of such Guarantor under its Subsidiary Guarantee not constituting
such a fraudulent transfer or conveyance.

SECTION 11.05.      Contribution.

                  In order to provide for just and equitable contribution among
the Guarantors, the Guarantors agree, inter se, that in the event any payment or
distribution is made by any Guarantor (a "Funding Guarantor") under the
Subsidiary Guarantee, such Funding Guarantor shall be entitled to a contribution
from all other Guarantors in a pro rata amount, based on the net assets of each
Guarantor (including the Funding Guarantor), determined in accordance with GAAP,
subject to Section 11.04, for all payments, damages and expenses incurred by
such Funding Guarantor in discharging the Company's obligations with respect to
the Securities or any other Guarantor's obligations with respect to the
Subsidiary Guarantee.
<PAGE>   66
                                      -60-


SECTION 11.06.      Execution of Subsidiary Guarantee.

                  To further evidence their Guarantee to the Holders, each of
the Guarantors hereby agree to execute a Subsidiary Guarantee to be endorsed on
each Security ordered to be authenticated and delivered by the Trustee. Each
Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 11.01
shall remain in full force and effect notwithstanding any failure to endorse on
each Security a Subsidiary Guarantee. Each such Subsidiary Guarantee shall be
signed on behalf of each Guarantor by its Chairman of the Board, its President
or one of its Vice Presidents prior to the authentication of the Security on
which it is endorsed, and the delivery of such Security by the Trustee, after
the authentication thereof hereunder, shall constitute due delivery of such
Subsidiary Guarantee on behalf of such Guarantor. Such signature upon the
Subsidiary Guarantee may be manual or facsimile signature of such officer and
may be imprinted or otherwise reproduced on the Subsidiary Guarantee, and in
case such officer who shall have signed the Subsidiary Guarantee shall cease to
be such officer before the Security on which such Subsidiary Guarantee is
endorsed shall have been authenticated and delivered by the Trustee or disposed
of by the Company, such Security nevertheless may be authenticated and delivered
or disposed of as though the Person who signed the Subsidiary Guarantee had not
ceased to be such officer of such Guarantor.

SECTION 11.07.      Subordination of Subrogation and Other Rights.

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


                                 ARTICLE TWELVE

                             [INTENTIONALLY OMITTED]



                                ARTICLE THIRTEEN

                                  MISCELLANEOUS


SECTION 13.01.      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.
<PAGE>   67
                                      -61-


SECTION 13.02.      Notices.

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

                  if to the Company:

                  LIN Television Corporation
                  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

                  The Company 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>   68
                                      -62-


SECTION 13.03.      Communications by Holders with Other Holders.

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

SECTION 13.04.      Certificate and Opinion as to Conditions Precedent.

                  Upon any request or application by the Company to the Trustee
to take or refrain from taking any action under this Indenture, the Company
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 13.05.      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 13.06.      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 13.07.      Governing Law.

                  THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS INDENTURE,
THE SECURITIES AND THE SUBSIDIARY GUARANTEES WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.
<PAGE>   69
                                      -63-


SECTION 13.08.      No Recourse Against Others.

                  No director, officer, employee, incorporator or stockholder of
the Company or any Guarantor, as such, shall have any liability for any
obligations of the Company or any Guarantor under the Securities or the
Subsidiary Guarantees, as the case may be, 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 and the Subsidiary Guarantees waives and
releases all such liability. The waiver and release are part of the
consideration for the issuance of the Securities and the Subsidiary Guarantees.

SECTION 13.09.      Successors.

                  All agreements of the Company in this Indenture and the
Securities shall bind its successor. All agreements of each Guarantor in this
Indenture shall bind its successor. All agreements of the Trustee in this
Indenture shall bind its successor.

SECTION 13.10.      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 13.11.      Severability.

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

SECTION 13.12.      No Adverse Interpretation of Other Agreements.

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

SECTION 13.13.      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>   70
                                       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 TELEVISION CORPORATION


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


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


                                       By: LIN Television Corporation,
                                           its Managing Member


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


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


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


                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:
<PAGE>   71
                                       S-2


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


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


                                       UNITED STATES TRUST COMPANY OF
                                         NEW YORK, as Trustee


                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:
<PAGE>   72
                                                                       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 THE COMPANY, (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 ISSUERS' 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>   73
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 TELEVISION CORPORATION

                             8% Senior Note due 2008

                                                                 CUSIP No. [   ]

No. [   ]                                                                 $[   ]

                  LIN TELEVISION CORPORATION, a Delaware corporation (the
"Company," which term includes any successor corporation), for value received,
promise to pay to [ ] or registered assigns the principal sum of [ ] Dollars, on
January 15, 2008.

                  Interest Payment Dates: January 15 and July 15, commencing on
January 15, 2002

                  Interest Record Dates: January 1 and July 1.

                  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, the Company has caused this Security to be
signed manually or by facsimile by its duly authorized officer.

                                   LIN TELEVISION CORPORATION


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



Dated:



                                      A-2
<PAGE>   74
                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

                  This is one of the 8% Senior 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>   75
                              (REVERSE OF SECURITY)

                           LIN TELEVISION CORPORATION

                             8% Senior Note due 2008

1.       Interest.

                  LIN TELEVISION CORPORATION 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 June 14, 2001. The
Company will pay interest semi-annually in arrears on each Interest Payment
Date, commencing on January 15, 2002. Interest will be computed on the basis of
a 360-day year of twelve 30-day months.

                  The Company 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.

                  The Company 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. The Company 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, the Company 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. The Company 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. The Company may change any
Paying Agent or Registrar without notice to the Holders. The Company may,
subject to certain exceptions, act as Registrar.

4.       Indenture.

                  The Company issued the Securities under an Indenture, dated as
of June 14, 2001 (the "Indenture"), by and among the Company, the Guarantors
named therein 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 the Company designated as its 8% Senior Notes
due 2008, Series A (the "Initial Securities"), which may be issued under the
Indenture. The Company shall be entitled to issue Additional Securities pursuant
to Section 2.17 to 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).


                                      A-4
<PAGE>   76
All Securities issued 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 the Company.

5.       Optional Redemption.

                 (a) The Securities will be redeemable at the option of the
Company, in whole or in part, at any time on or after January 15, 2005, 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 January 15 of the years indicated
below:
<TABLE>
<CAPTION>
Year                                                  Percentage
----                                                  ----------
<S>                                                    <C>
2005                                                   104%
2006                                                   102%
2007 and thereafter                                    100%
</TABLE>

                  (b) Prior to January 15, 2004, the Company may, at its option,
use the net cash proceeds of one or more Equity Offerings to redeem up to 35% of
the principal amount of the Securities at a redemption price equal to 108% of
the principal amount thereof plus accrued and unpaid interest to the redemption
date; provided, however, that after any such redemption, at least 65% of the
aggregate principal amount of the Securities originally issued would remain
outstanding immediately after giving effect to such redemption. Any such
redemption will be required to occur on or prior to the date that is one year
after the receipt by the Company of the proceeds of an Equity Offering. The
Company shall effect such redemption on a pro rata basis.

                  (c) Prior to March 1, 2003, upon the occurrence of a Change of
Control, the Company 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 principal amount thereof, plus accrued and unpaid interest to the
redemption date, plus the Applicable Premium. In order to effect a Change of
Control Redemption, the Company 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 the Company 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 principal
amount of such Security and (ii) the excess of (A) the present value at such
time of (1) the redemption price of such Security at January 15, 2005 (such
redemption price being described in paragraph (a) above) plus (2) all
semi-annual payments of interest through January 15, 2005 computed using a
discount rate equal to the Treasury Rate plus 75 basis points over (B) the
principal amount of such Security.

                                      A-5
<PAGE>   77
                  "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.

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 the Company 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"), the Company 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 101% of the
aggregate principal amount thereof, plus accrued and unpaid interest thereon, if
any, to the date of such purchase (subject to the right of Holders of record on
the relevant Interest Record Date to receive interest due on the relevant
Interest Payment Date).

8.       Limitation on Disposition of Assets.

                  The Company is, subject to certain conditions and certain
exceptions, obligated to offer to purchase the Securities at a purchase price
equal to 100% of the principal amount thereof, plus accrued and unpaid interest
thereon, if any, to the date of such purchase (subject to the right of Holders
of record on the relevant Interest Record Date to receive interest due on the
relevant Interest Record Date) with the proceeds of certain asset dispositions.

                                      A-6
<PAGE>   78
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.

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 the Company 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.

                  The Company and the Guarantors may be discharged from their
obligations under the Indenture, the Securities and the Subsidiary Guarantees,
except for certain provisions thereof, and may be discharged from obligations to
comply with certain covenants contained in the Indenture, the Securities and the
Subsidiary Guarantees, 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 (including the Subsidiary Guarantees) 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, the Securities and the Subsidiary
Guarantees 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 the Company 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 the Company, 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. The Company must report annually to the
Trustee on compliance with such limitations.

                                      A-7
<PAGE>   79
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, the Securities or the Subsidiary Guarantees
except as provided in the Indenture. The Trustee is not obligated to enforce the
Indenture, the Securities or the Subsidiary Guarantees 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 of Securities
notice of certain continuing Defaults or Events of Default if it determines that
withholding notice is in their interest.

16.      Trustee Dealings with Company and Guarantors.

                  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 the Company, the Guarantors, their 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
the Company or any Guarantor, as such, shall have any liability for any
obligations of the Company or any Guarantor under the Securities or the
Subsidiary Guarantees, as the case may be, 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 and the Subsidiary Guarantees.

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, the Company 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.

                                      A-8
<PAGE>   80
21.      Registration Rights.

                  Pursuant to the Registration Rights Agreement, the Company and
the Guarantors 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 an 8% Senior Note due 2008 of the Company 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,
this Security and any Guarantee hereof 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-9
<PAGE>   81
                         [FORM OF SUBSIDIARY GUARANTEE]

                                SENIOR GUARANTEE

                  Each undersigned Guarantor (as defined in the Indenture
referred to in the Security upon which this notation is endorsed) hereby
unconditionally guarantees on a senior basis (such guaranty by such Guarantor
being referred to herein as the "Subsidiary Guarantee"), jointly and severally,
the due and punctual payment of the principal of, premium, if any, and interest
on the Securities, whether at maturity, by acceleration or otherwise, the due
and punctual payment of interest on the overdue principal, premium and interest
on the Securities, and the due and punctual performance of all other obligations
of the Company to the Holders or the Trustee, all in accordance with the terms
set forth in Article Eleven of the Indenture.

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

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

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

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

                                  By:    LIN Television Corporation,
                                         its Managing Member


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





                                      A-10
<PAGE>   82
                                  LIN TELEVISION OF TEXAS, L.P.,
                                    as Guarantor

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


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


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

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





                                      A-11
<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 the Company.  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 the
Company pursuant to Section 4.08 or Section 4.15 of the Indenture, check the
appropriate box:

         Section 4.08 [  ]                       Section 4.15 [  ]

                  If you want to elect to have only part of this Security
purchased by the Company pursuant to Section 4.08 or Section 4.15 of the
Indenture, state the amount: $_____________

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>   85
                                                                       EXHIBIT B

                           [FORM OF SERIES B SECURITY]

                           LIN TELEVISION CORPORATION

                        8% Senior Note due 2008, Series B

                                                                  CUSIP No.:[  ]

No. [   ]                                                                 $[   ]

                  LIN TELEVISION CORPORATION, a Delaware corporation (the
"Company," which term includes any successor corporation), for value received,
promise to pay to [ ] or registered assigns the principal sum of [ ] Dollars, on
January 15, 2008.

                  Interest Payment Dates: January 15 and July 15, commencing on
January 15, 2002.

                  Interest Record Dates: January 1 and July 1.

                  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, the Company has caused this Security to be
signed manually or by facsimile by its duly authorized officer.

                                  LIN TELEVISION CORPORATION


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



Dated:



                                      B-1
<PAGE>   86
                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

                  This is one of the 8% Senior 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>   87
                              (REVERSE OF SECURITY)

                           LIN TELEVISION CORPORATION

                        8% Senior Note due 2008, Series B

1.       Interest.

                  LIN TELEVISION CORPORATION 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 June 14, 2001. The
Company will pay interest semi-annually in arrears on each Interest Payment
Date, commencing on January 15, 2002. Interest will be computed on the basis of
a 360-day year of twelve 30-day months.

                  The Company 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.

                  The Company 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. The Company 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, the Company 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. The Company 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. The Company may change any
Paying Agent or Registrar without notice to the Holders. The Company may,
subject to certain exceptions, act as Registrar.

4.       Indenture.

                  The Company issued the Securities under an Indenture, dated as
of June 14, 2001 (the "Indenture"), by and among the Company, the Guarantors
named therein 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 the Company designated as its 8% Senior Notes
due 2008, Series B, which may be issued under the Indenture. The Company shall
be entitled to issue Additional Securities pursuant to Section 2.17 to 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).


                                      B-3
<PAGE>   88
All Securities issued 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 the Company.

5.       Optional Redemption.

                  (a) The Securities will be redeemable at the option of the
Company, in whole or in part, at any time on or after January 15, 2005, 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 January 15 of the years indicated
below:
<TABLE>
<CAPTION>
Year                                                  Percentage
----                                                  ----------
<S>                                                    <C>
2005                                                   104%
2006                                                   102%
2007 and thereafter                                    100%
</TABLE>

                  (b) Prior to January 15, 2004, the Company may, at its option,
use the net cash proceeds of one or more Equity Offerings to redeem up to 35% of
the principal amount of the Securities at a redemption price equal to 108% of
the principal amount thereof plus accrued and unpaid interest to the redemption
date; provided, however, that after any such redemption, at least 65% of the
aggregate principal amount of the Securities originally issued would remain
outstanding immediately after giving effect to such redemption. Any such
redemption will be required to occur on or prior to the date that is one year
after the receipt by the Company of the proceeds of an Equity Offering. The
Company shall effect such redemption on a pro rata basis.

                  (c) Prior to March 1, 2003, upon the occurrence of a Change of
Control, the Company 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 principal amount thereof, plus accrued and unpaid interest to the
redemption date, plus the Applicable Premium. In order to effect a Change of
Control Redemption, the Company 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 the Company 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 principal
amount of such Security and (ii) the excess of (A) the present value at such
time of (1) the redemption price of such Security at January 15, 2005 (such
redemption price being described in paragraph (a) above) plus (2) all
semi-annual payments of interest through January 15, 2005 computed using a
discount rate equal to the Treasury Rate plus 75 basis points over (B) the
principal amount of such Security.

                                      B-4
<PAGE>   89
                  "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.

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 the Company 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"), the Company 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 101% of the aggregate principal
amount thereof, plus accrued and unpaid interest thereon, if any, to the date of
such purchase (subject to the right of Holders of record on the relevant
Interest Record Date to receive interest due on the relevant Interest Payment
Date).

8.       Limitation on Disposition of Assets.

                  The Company is, subject to certain conditions and certain
exceptions, obligated to offer to purchase the Securities at a purchase price
equal to 100% of the principal amount thereof, plus accrued and unpaid interest
thereon, if any, to the date of such purchase (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.

                                      B-5
<PAGE>   90
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.

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 the Company 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.

                  The Company and the Guarantors may be discharged from their
obligations under the Indenture, the Securities and the Subsidiary Guarantees,
except for certain provisions thereof, and may be discharged from obligations to
comply with certain covenants contained in the Indenture, the Securities and the
Subsidiary Guarantees, 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 (including the Subsidiary Guarantees) 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, the Securities and the Subsidiary
Guarantees 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 the Company 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 the Company, 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. The Company must report annually to the
Trustee on compliance with such limitations.

                                      B-6
<PAGE>   91
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, the Securities or the Subsidiary Guarantees
except as provided in the Indenture. The Trustee is not obligated to enforce the
Indenture, the Securities or the Subsidiary Guarantees 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 of Securities
notice of certain continuing Defaults or Events of Default if it determines that
withholding notice is in their interest.

16.      Trustee Dealings with Company and Guarantors.

                  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 the Company, the Guarantors, their 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
the Company or any Guarantor, as such, shall have any liability for any
obligations of the Company or any Guarantor under the Securities or the
Subsidiary Guarantees, as the case may be, 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 and the Subsidiary Guarantees.

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, the Company 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.

                                      B-7
<PAGE>   92
21.      Governing Law.

                  The laws of the State of New York shall govern the Indenture,
this Security and any Guarantee hereof 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-8
<PAGE>   93
                         [FORM OF SUBSIDIARY GUARANTEE]

                                SENIOR GUARANTEE

                  Each undersigned Guarantor (as defined in the Indenture
referred to in the Security upon which this notation is endorsed) hereby
unconditionally guarantees on a senior subordinated basis (such guaranty by such
Guarantor being referred to herein as the "Subsidiary Guarantee"), jointly and
severally, the due and punctual payment of the principal of, premium, if any,
and interest on the Securities, whether at maturity, by acceleration or
otherwise, the due and punctual payment of interest on the overdue principal,
premium and interest on the Securities, and the due and punctual performance of
all other obligations of the Company to the Holders or the Trustee, all in
accordance with the terms set forth in Article Eleven of the Indenture.

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

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

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

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

                                  By:    LIN Television Corporation,
                                         its Managing Member


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





                                      B-9
<PAGE>   94
                                  LIN TELEVISION OF TEXAS, L.P.,
                                    as Guarantor

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


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


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

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





                                      B-10
<PAGE>   95
                                 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 the Company.  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>   96
                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have this Security purchased by the
Company pursuant to Section 4.08 or Section 4.15 of the Indenture, check the
appropriate box:

         Section 4.08 [  ]                       Section 4.15 [  ]

                  If you want to elect to have only part of this Security
purchased by the Company pursuant to Section 4.08 or Section 4.15 of the
Indenture, state the amount: $_____________

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>   97
                                                                       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>   98
                                                                       EXHIBIT D

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

         Re:      8% Senior Notes due 2008
                  (the "Securities") of LIN Television Corporation

                  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>   99
                                                                       EXHIBIT E

                   Form of Transferee Letter of Representation

LIN TELEVISION CORPORATION
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 8% Senior Notes due 2008 (the "Notes") of LIN
TELEVISION CORPORATION (the "Company"). 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 the Company or
any affiliate of the Company was the owner of such Notes (or any predecessor
thereto) (the "Resale Restriction Termination Date") only (a) to the Company,
(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


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<PAGE>   100
or their control and in 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 the Company 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 the Company 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 the Company and the Trustee.

Dated:                                   TRANSFEREE:
      ------------------                            ----------------------------

                                         By:
                                            ------------------------------------






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<PAGE>   101
                                                                       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 TELEVISION CORPORATION (the "Company")
         8% Senior Notes due 2008, Series A and
         8% Senior 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>   102
                  You and the Company are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby. 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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