INDENTURE Dated as of March 18, 1999 $75,000,000 aggregate principal amount at maturity of 13% Senior Discount Notes due 2010

 
                                                                    EXHIBIT 10.3

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




                            ----------------------
                              MUZAK HOLDINGS LLC
                                      and
                         MUZAK HOLDINGS FINANCE CORP.,
                                  as Issuers,

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

                                      and


                STATE STREET BANK AND TRUST COMPANY, as Trustee


                                   INDENTURE

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

                          Dated as of March 18, 1999

             $75,000,000 aggregate principal amount at maturity of

                      13% Senior Discount Notes due 2010