Exhibit 4.1


 




 





CSC HOLDINGS, INC.,


 


Issuer,


 


to


 


U.S. BANK NATIONAL ASSOCIATION,


 


Trustee


 


 


Indenture


 


Dated as of January 13, 2009


 


 


$844,000,000


 


81⁄2% Senior Notes due 2014


 


81⁄2% Series B Senior Notes due 2014


 




 





 

















 


Reconciliation
and Tie Between Trust Indenture Act


of 1939 and
Indenture, dated as of January 13, 2009


 


	
  Trust Indenture

  	
   

  	
   

  	
   

  
	
  Act Section

  	
   

  	
  Indenture Section

  	
   

  
	
  §10(a)(1)

  	
   

  	
  608

  	
   

  
	
  (a)(2)

  	
   

  	
  608

  	
   

  
	
  (b)

  	
   

  	
  607, 609

  	
   

  
	
  §311(a)

  	
   

  	
  612

  	
   

  
	
  (b)

  	
   

  	
  612

  	
   

  
	
  §312(a)

  	
   

  	
  607

  	
   

  
	
  (b)

  	
   

  	
  607

  	
   

  
	
  (c)

  	
   

  	
  701

  	
   

  
	
  §313

  	
   

  	
  702

  	
   

  
	
  §314(a)

  	
   

  	
  703

  	
   

  
	
  (a)(4)

  	
   

  	
  1013

  	
   

  
	
  (c)(1)

  	
   

  	
  103

  	
   

  
	
  (c)(2)

  	
   

  	
  103

  	
   

  
	
  (e)

  	
   

  	
  103

  	
   

  
	
  §315(b)

  	
   

  	
  601

  	
   

  
	
  §316(a)(last sentence)

  	
   

  	
  101 (“Outstanding”) 

  	
   

  
	
  (a)(1)(A)

  	
   

  	
  502, 512

  	
   

  
	
  (a)(1)(B)

  	
   

  	
  513

  	
   

  
	
  (b)

  	
   

  	
  508

  	
   

  
	
  (c)

  	
   

  	
  105(d)

  	
   

  
	
  §317(a)(1)

  	
   

  	
  503

  	
   

  
	
  (a)(2)

  	
   

  	
  504

  	
   

  
	
  (b)

  	
   

  	
  1003

  	
   

  
	
  §318(a)

  	
   

  	
  108

  	
   

  



 


Note:      This reconciliation
and tie shall not, for any purpose, be deemed to be a part of this Indenture.


 

















 


TABLE OF CONTENTS


 


	
   

  	
  PAGE

  
	
  RECITALS OF THE COMPANY

  	
  1

  
	
  ARTICLE ONE DEFINITIONS
  AND OTHER PROVISIONS OF GENERAL APPLICATION

  	
  1

  
	
  Section 101. Definitions.

  	
  1

  
	
  “Acquired Indebtedness”

  	
  2

  
	
  “Additional Securities”

  	
  2

  
	
  “Adjusted Treasury Rate”

  	
  2

  
	
  “Affiliate”

  	
  2

  
	
  “Agent Members”

  	
  2

  
	
  “Annualized Operating Cash Flow”

  	
  2

  
	
  “Average Life”

  	
  2

  
	
  “Bank Credit Agreement”

  	
  2

  
	
  “Banks”

  	
  3

  
	
  “Board of Directors”

  	
  3

  
	
  “Board Resolution”

  	
  3

  
	
  “Book-Entry Security”

  	
  3

  
	
  “Business Day”

  	
  3

  
	
  “Capital Stock”

  	
  3

  
	
  “Capitalized Lease Obligation”

  	
  3

  
	
  “Cash Flow Ratio”

  	
  3

  
	
  “Commission”

  	
  3

  
	
  “Common Stock”

  	
  4

  
	
  “Company”

  	
  4

  
	
  “Company Request” or “Company Order”

  	
  4

  
	
  “Comparable Treasury Issue”

  	
  4

  
	
  “Comparable Treasury Price”

  	
  4

  
	
  “Consolidated Net Tangible Assets”

  	
  4

  
	
  “Corporate Trust Office”

  	
  4

  
	
  “corporation”

  	
  4

  
	
  “Cumulative Cash Flow Credit”

  	
  5

  
	
  “Cumulative Interest Expense”

  	
  5

  
	
  “Debt”

  	
  5

  
	
  “Default”

  	
  6

  
	
  “Depository”

  	
  6

  
	
  “Disqualified Stock”

  	
  6

  
	
  “Event of Default”

  	
  6

  
	
  “Exchange Act”

  	
  6

  
	
  “Exchange Offer”

  	
  6

  
	
  “Exchange Offer Registration Statement”

  	
  6

  
	
  “Exchange Securities”

  	
  6

  
	
  “generally accepted accounting principles”

  	
  6

  



 

















 


	
   

  	
  PAGE

  
	
  “Global Security”

  	
  6

  
	
  “guarantee”

  	
  7

  
	
  “Holder”

  	
  7

  
	
  “Indebtedness”

  	
  7

  
	
  “Indenture”

  	
  7

  
	
  “Initial Interest Payment Date”

  	
  7

  
	
  “Initial Purchasers”

  	
  7

  
	
  “Initial Securities”

  	
  7

  
	
  “Interest Payment Date”

  	
  7

  
	
  “Interest Swap Obligations”

  	
  8

  
	
  “Investment”

  	
  8

  
	
  “Lease”

  	
  8

  
	
  “Lien”

  	
  8

  
	
  “Liquidated Damages”

  	
  8

  
	
  “Maturity”

  	
  8

  
	
  “Officers’ Certificate”

  	
  9

  
	
  “Operating Cash Flow”

  	
  9

  
	
  “Opinion of Counsel”

  	
  9

  
	
  “Outstanding”

  	
  9

  
	
  “Paying Agent”

  	
  10

  
	
  “Permitted Liens”

  	
  10

  
	
  “Person”

  	
  12

  
	
  “Physical Security”

  	
  12

  
	
  “Predecessor Security”

  	
  12

  
	
  “Preferred Stock”

  	
  12

  
	
  “Qualified Institutional Buyer” or “QIB”

  	
  12

  
	
  “Quotation Agent”

  	
  12

  
	
  “Receivables and Related Assets”

  	
  13

  
	
  “Redemption Date”

  	
  13

  
	
  “Redemption Price”

  	
  13

  
	
  “Reference Treasury Dealer”

  	
  13

  
	
  “Reference Treasury Dealer Quotations”

  	
  13

  
	
  “Refinancing Indebtedness”

  	
  13

  
	
  “Registered Securities”

  	
  13

  
	
  “Registration Rights Agreement”

  	
  13

  
	
  “Regular Record Date”

  	
  14

  
	
  “Regulation S Global Security”

  	
  14

  
	
  “Responsible Officer”

  	
  14

  
	
  “Restricted Payment”

  	
  14

  
	
  “Restricted Security”

  	
  15

  
	
  “Restricted Subsidiary”

  	
  15

  
	
  “Rule 144A Global Security”

  	
  15

  
	
  “Securities Act”

  	
  15

  



 

















 


	
   

  	
  PAGE

  
	
  “Securities Issue Date”

  	
  15

  
	
  “Securitization Subsidiary”

  	
  15

  
	
  “Security” and “Securities”

  	
  16

  
	
  “Security Register” and “Security Registrar”

  	
  16

  
	
  “Senior Indebtedness”

  	
  16

  
	
  “Shelf Registration Statement”

  	
  16

  
	
  “Special Record Date”

  	
  16

  
	
  “Stated Maturity”

  	
  16

  
	
  “Stock Payment”

  	
  16

  
	
  “subsidiary”

  	
  16

  
	
  “Subsidiary”

  	
  17

  
	
  “Trust Indenture Act”

  	
  17

  
	
  “Trustee”

  	
  17

  
	
  “Unrestricted Subsidiary”

  	
  17

  
	
  “Voting Stock”

  	
  17

  
	
  Section 102. Other Definitions

  	
  17

  
	
  Section 103. Compliance Certificates and Opinions

  	
  18

  
	
  Section 104. Form of Documents Delivered to Trustee

  	
  18

  
	
  Section 105. Acts of Holders

  	
  19

  
	
  Section 106. Notices, Etc. to Trustee and Company

  	
  20

  
	
  Section 107. Notice to Holders; Waiver

  	
  20

  
	
  Section 108. Conflict of Any Provision of Indenture with Trust
  Indenture Act

  	
  21

  
	
  Section 109. Effect of Headings and Table of Contents

  	
  21

  
	
  Section 110. Successors and Assigns

  	
  21

  
	
  Section 111. Separability Clause

  	
  21

  
	
  Section 112. Benefits of Indenture

  	
  21

  
	
  Section 113. Governing Law; Waiver of Jury Trial

  	
  22

  
	
  Section 114. Legal Holidays

  	
  22

  
	
  Section 115. No Recourse Against Others

  	
  22

  
	
  ARTICLE TWO SECURITY FORMS

  	
  22

  
	
  Section 201. Forms Generally; Incorporation of Form in Indenture

  	
  22

  
	
  Section 202. Form of Face of Security

  	
  23

  
	
  Section 203. Form of Reverse of Security

  	
  26

  
	
  Section 204. Form of Trustee’s Certificate of Authentication

  	
  30

  
	
  Section 205. Form of Legend on Restricted Securities

  	
  30

  
	
  Section 206. Form of Legend for Book Entry Securities

  	
  31

  
	
  ARTICLE THREE THE
  SECURITIES

  	
  32

  
	
  Section 301. Title and Terms

  	
  32

  
	
  Section 302. Denominations

  	
  33

  
	
  Section 303. Execution, Authentication, Delivery and Dating

  	
  33

  
	
  Section 304. Temporary Securities

  	
  35

  
	
  Section 305. Registration, Registration of Transfer and Exchange

  	
  35

  



 

















 


	
   

  	
  PAGE

  
	
  Section 306. Mutilated, Destroyed, Lost and Stolen Securities

  	
  37

  
	
  Section 307. Payment of Interest; Interest Rights Preserved

  	
  37

  
	
  Section 308. Persons Deemed Owners

  	
  39

  
	
  Section 309. Cancellation

  	
  39

  
	
  Section 310. Computation of Interest

  	
  39

  
	
  Section 311. Registration Rights of Holders of Initial Securities

  	
  39

  
	
  Section 312. ISIN and CUSIP Numbers

  	
  39

  
	
  Section 313. Book-Entry Provisions for Global Securities

  	
  40

  
	
  Section 314. Special Transfer Provisions

  	
  41

  
	
  ARTICLE FOUR SATISFACTION
  AND DISCHARGE

  	
  44

  
	
  Section 401. Satisfaction and Discharge of Indenture

  	
  44

  
	
  Section 402. Application of Trust Money

  	
  45

  
	
  ARTICLE FIVE REMEDIES

  	
  45

  
	
  Section 501. Events of Default

  	
  45

  
	
  Section 502. Acceleration of Maturity; Rescission

  	
  47

  
	
  Section 503. Collection of Indebtedness and Suits for Enforcement by
  Trustee

  	
  48

  
	
  Section 504. Trustee May File Proofs of Claim

  	
  49

  
	
  Section 505. Trustee May Enforce Claims Without Possession of
  Securities

  	
  49

  
	
  Section 506. Application of Money Collected

  	
  50

  
	
  Section 507. Limitation on Suits

  	
  50

  
	
  Section 508. Unconditional Right of Holders to Receive Principal and
  Interest

  	
  51

  
	
  Section 509. Restoration of Rights and Remedies

  	
  51

  
	
  Section 510. Rights and Remedies Cumulative

  	
  51

  
	
  Section 511. Delay or Omission Not Waiver

  	
  51

  
	
  Section 512. Control by Holders

  	
  52

  
	
  Section 513. Waiver of Past Defaults

  	
  52

  
	
  Section 514. Undertaking for Costs

  	
  52

  
	
  Section 515. Waiver of Stay, Extension or Usury Laws

  	
  53

  
	
  ARTICLE SIX THE TRUSTEE

  	
  53

  
	
  Section 601. Certain Duties and Responsibilities

  	
  53

  
	
  Section 602. Certain Rights of Trustee

  	
  54

  
	
  Section 603. Not Responsible for Recitals or Issuance of Securities

  	
  56

  
	
  Section 604. May Hold Securities

  	
  56

  
	
  Section 605. Money Held in Trust

  	
  56

  
	
  Section 606. Compensation and Reimbursement

  	
  56

  
	
  Section 607. Conflicting Interests

  	
  57

  
	
  Section 608. Corporate Trustee Required; Eligibility

  	
  57

  
	
  Section 609. Resignation and Removal; Appointment of Successor

  	
  58

  
	
  Section 610. Acceptance of Appointment by Successor

  	
  59

  
	
  Section 611. Merger, Conversion, Consolidation or Succession to
  Business

  	
  59

  
	
  Section 612. Preferential Collection of Claims Against Company

  	
  60

  
	
  Section 613. Trustee’s Application for Instructions from the Company

  	
  60

  



 

















 


	
   

  	
  PAGE

  
	
  Section 614. Notice of Defaults.

  	
  60

  
	
  ARTICLE SEVEN HOLDERS’
  LISTS AND REPORTS BY TRUSTEE AND COMPANY

  	
  60

  
	
  Section 701. Disclosure of Names and Addresses of Holders

  	
  60

  
	
  Section 702. Reports by Trustee

  	
  61

  
	
  Section 703. Reports by Company

  	
  61

  
	
  Section 704. Selection of Accrual Periods

  	
  62

  
	
  ARTICLE EIGHT CONSOLIDATION,
  MERGER, CONVEYANCE, TRANSFER OR LEASE

  	
  62

  
	
  Section 801. Company May Consolidate, Etc., Only on Certain Terms

  	
  62

  
	
  Section 802. Successor Substituted

  	
  63

  
	
  ARTICLE NINE SUPPLEMENTAL
  INDENTURES

  	
  63

  
	
  Section 901. Supplemental Indentures Without Consent of Holders

  	
  63

  
	
  Section 902. Supplemental Indentures with Consent of Holders

  	
  64

  
	
  Section 903. Execution of Supplemental Indentures

  	
  65

  
	
  Section 904. Effect of Supplemental Indentures

  	
  65

  
	
  Section 905. Conformity with Trust Indenture Act

  	
  65

  
	
  Section 906. Reference in Securities to Supplemental Indentures

  	
  65

  
	
  ARTICLE TEN COVENANTS

  	
  66

  
	
  Section 1001. Payment of Principal and Interest

  	
  66

  
	
  Section 1002. Maintenance of Office or Agency

  	
  66

  
	
  Section 1003. Money for Security Payments to Be Held in Trust

  	
  66

  
	
  Section 1004. Corporate Existence

  	
  67

  
	
  Section 1005. Payment of Taxes and Other Claims

  	
  68

  
	
  Section 1006. Maintenance of Properties

  	
  68

  
	
  Section 1007. Limitation on Indebtedness

  	
  68

  
	
  Section 1008. Limitation on Liens

  	
  69

  
	
  Section 1009. Limitation on Restricted Payments

  	
  69

  
	
  Section 1010. Limitation on Investments in Unrestricted Subsidiaries
  and Affiliates

  	
  70

  
	
  Section 1011. Transactions with Affiliates

  	
  70

  
	
  Section 1012. Provision of Financial Statements

  	
  71

  
	
  Section 1013. Statement as to Compliance

  	
  71

  
	
  Section 1014. Waiver of Certain Covenants

  	
  71

  
	
  Section 1015. Statement by Officers as to Default

  	
  72

  
	
  ARTICLE ELEVEN REDEMPTION
  OF SECURITIES

  	
  72

  
	
  Section 1101. Notices to Trustee

  	
  72

  
	
  Section 1102. Selection of Securities to Be Redeemed

  	
  72

  
	
  Section 1103. Notice of Redemption

  	
  73

  
	
  Section 1104. Effect of Notice of Redemption

  	
  73

  
	
  Section 1105. Deposit of Redemption Price

  	
  74

  
	
  Section 1106. Securities Redeemed in Part

  	
  74

  
	
  Section 1107. Optional Redemption

  	
  74

  



 

















 


	
   

  	
  PAGE

  
	
  ARTICLE TWELVE DEFEASANCE
  AND COVENANT DEFEASANCE

  	
  75

  
	
  Section 1201. Option to Effect Defeasance or Covenant Defeasance

  	
  75

  
	
  Section 1202. Defeasance and Discharge

  	
  75

  
	
  Section 1203. Covenant Defeasance

  	
  75

  
	
  Section 1204. Conditions to Defeasance or Covenant Defeasance

  	
  76

  
	
  Section 1205. Deposited Money and U.S. Government Obligations to Be
  Held in Trust; Other Miscellaneous Provisions

  	
  78

  
	
  Section 1206. Reinstatement

  	
  78

  
	
   

  	
   

  
	
  TESTIMONIUM

  	
  81

  
	
   

  	
   

  
	
  SIGNATURES AND SEALS

  	
  81

  
	
   

  	
   

  
	
  ACKNOWLEDGMENTS

  	
  81

  
	
   

  	
   

  
	
  EXHIBIT A    List of Restricted Subsidiaries

  	
   

  
	
   

  	
   

  
	
  EXHIBIT B    Form of
  Registration Rights Agreement

  	
   

  



 

















 


INDENTURE dated as of January 13, 2009 between
CSC Holdings, Inc., a Delaware corporation (hereinafter called the “Company”),
and U.S. Bank National Association, a national banking association, trustee
(hereinafter called the “Trustee”).


 


RECITALS OF THE COMPANY


 


The Company has duly authorized the creation of an
issue of its 81⁄2% Senior Notes due 2014 (hereinafter called the “Initial
Securities”) and its 81⁄2% Series B Senior Notes due 2014 (the “Exchange
Securities”, and together with the Initial Securities and any Additional
Securities, the “Securities”), of substantially the tenor and amount
hereinafter set forth, and to provide therefor the Company has duly authorized
the execution and delivery of this Indenture;


 


Upon the issuance of the Exchange Securities, if
any, or the effectiveness of the Exchange Offer Registration Statement (as
defined herein) or, under certain circumstances, the effectiveness of the Shelf
Registration Statement (as defined herein), this Indenture shall be subject to,
and shall be governed by, the provisions of the Trust Indenture Act that are
required to be part of this Indenture and shall to the extent applicable be
governed by such provisions.


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE ONE



DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section 101.  Definitions.


 


For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:


 


(a)           the terms defined in this Article have
the meanings assigned to them in this Article and include the plural as
well as the singular;


 


(b)           all other terms used herein
which are defined in the Trust Indenture Act, either directly or by reference
therein, have the meanings assigned to them therein;


 


(c)           all accounting terms not
otherwise defined herein have the meanings assigned to them in accordance with
generally accepted accounting principles (as defined herein); and


 

















 


(d)           the words “herein”, “hereof”
and “hereunder” and other words of similar import refer to this Indenture as a
whole and not to any particular Article, Section or other subdivision.


 


“Acquired Indebtedness” means Indebtedness of a
Person (a) existing at the time such Person is merged with or into the
Company or a Subsidiary or becomes a Subsidiary or (b) assumed in
connection with the acquisition of assets from such Person.


 


“Additional Securities” means an unlimited maximum
aggregate principal amount of Securities (other than the Initial Securities and
Exchange Securities) issued under this Indenture in accordance with Section 201
and subject to Section 1007 hereof.


 


“Adjusted Treasury Rate” means, with respect to any
redemption date, the rate per annum equal to the semiannual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.


 


“Affiliate” means, with respect to any specified
Person, any other Person directly or indirectly controlling or controlled by or
under direct or indirect common control with such specified Person.  For the purposes of this definition, “control”,
when used with respect to any specified Person, means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms “controlling”
and “controlled” have meanings correlative to the foregoing.


 


“Agent Members” has the meaning specified in Section 313.


 


“Annualized Operating Cash Flow” means, for any
period of three complete consecutive calendar months, an amount equal to
Operating Cash Flow for such period multiplied by four.


 


“Average Life” means, at any date of determination
with respect to any debt security, the quotient obtained by dividing (a) the
sum of the products of (i) the number of years from such date of
determination to the dates of each successive scheduled principal payment of
such debt security and (ii) the amount of such principal payment by (b) the
sum of all such principal payments.


 


“Bank Credit Agreement” means the Credit Agreement,
dated as of February 24, 2006 among the Company, the Restricted
Subsidiaries party thereto, the Lenders party thereto, Bank of America, N.A.,
as Administrative Agent, Collateral Agent and L/C Issuer, Banc of America
Securities LLC and Citigroup Global Markets Inc., as Joint Lead Arrangers, Banc
of Americas Securities LLC, Citigroup Global Markets Inc. and JPMorgan
Securities, Inc., as Book Runners on the Revolving Credit Facility and the
Term A Facility, Citibank, N.A., as Syndication Agent, and Credit Suisse, Bear
Stearns Corporate Lending Inc., JPMorgan Securities, Inc. and Merrill
Lynch Capital Corporation, as Co-Documentation Agents, as amended by Amendment 


 


2

















 


No. 1 thereto, dated March 27,
2006, and Amendment No. 2 thereto, dated March 29, 2006, as in effect
on the date hereof and as such agreement may be amended or replaced from time
to time.


 


“Banks” means the lenders from time to time who are
parties to the Bank Credit Agreement.


 


“Board of Directors” means the board of directors of
the Company or any duly authorized committee of such board.


 


“Board Resolution” means a copy of a resolution
certified by the Secretary or an Assistant Secretary of the Company to have
been duly adopted by the Board of Directors and to be in full force and effect
on the date of such certification and delivered to the Trustee.


 


“Book-Entry Security” means a Security represented
by a Global Security and registered in the name of the nominee of the
Depository.


 


“Business Day” means each Monday, Tuesday,
Wednesday, Thursday and Friday that is not a day on which banking institutions
in The City of New York are authorized or obligated by law, regulation or
executive order to close.


 


“Capital Stock” means, with respect to any Person,
any and all shares, interests, participations or other equivalents (however
designated) of such Person’s capital stock whether now outstanding or issued
after the date of this Indenture, including, without limitation, all Common
Stock, Preferred Stock and Disqualified Stock.


 


“Capitalized Lease Obligation” means any obligation
of a Person to pay rent or other amounts under a lease with respect to any
property, whether real, personal or mixed, acquired or leased by such Person
and used in its business that is required to be accounted for as a liability on
the balance sheet of such Person in accordance with generally accepted
accounting principles, and the amount of such Capitalized Lease Obligation
shall be the amount so required to be accounted for as a liability.


 


“Cash Flow Ratio” means, as at any date, the ratio
of (a) the sum of the aggregate outstanding principal amount of all
Indebtedness of the Company and the Restricted Subsidiaries determined on a
consolidated basis, but excluding all Interest Swap Obligations entered into by
the Company or any Restricted Subsidiary and one of the Banks outstanding on
such date, plus (but without duplication of Indebtedness supported by letters
of credit) the aggregate undrawn face amount of all letters of credit
outstanding on such date to (b) Annualized Operating Cash Flow determined
as at the last day of the most recent month for which financial information is
available.


 


“Commission” means the Securities and Exchange
Commission, as from time to time constituted, created under the Exchange Act
or, if at any time after the execution of this Indenture such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.


 


3
















 


“Common Stock” means, with respect to any Person,
any and all shares, interests and participations (however designated and
whether voting or non-voting) in such Person’s common equity, whether now
Outstanding or issued after the date of this Indenture, and includes, without
limitation, all series and classes of such common stock.


 


“Company” means the Person named as the “Company” in
the first paragraph of this instrument, until a successor Person shall have
become such pursuant to the applicable provisions of this Indenture, and
thereafter “Company” shall mean such successor Person.  To the extent necessary to comply with the
requirements of the provisions of Trust Indenture Act Sections 310 through 317
as they are applicable to the Company, the term “Company” shall include any
other obligor with respect to the Securities for the purposes of complying with
such provisions.


 


“Company Request” or “Company Order” means a written
request or order signed in the name of the Company (a) by its Chairman,
Chief Executive Officer, a Vice Chairman, its President or a Vice President and
(b) by its Treasurer, an Assistant Treasurer, its Secretary or an
Assistant Secretary and delivered to the Trustee; provided, however,
that such written request or order may be signed by any two of the officers or
directors listed in clause (a) above in lieu of being signed by one of
such officers or directors listed in such clause (a) and one of the
officers listed in clause (b) above.


 


“Comparable Treasury Issue” means the United States Treasury
security selected by a Quotation Agent as having a maturity comparable to the
remaining term of the Securities to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Securities.


 


“Comparable Treasury Price” means, with respect to
any redemption date, (1) the average of the Reference Treasury Dealer
Quotations for such redemption date, after excluding the highest and lowest
such Reference Treasury Dealer Quotations, or (2) if the trustee obtains
fewer than three such Reference Treasury Dealer Quotations, the average of all
such quotations.


 


“Consolidated Net Tangible Assets” of any Person
means, as of any date, (a) all amounts that would be shown as assets on a
consolidated balance sheet of such Person and its Restricted Subsidiaries
prepared in accordance with generally accepted accounting principles, less (b) the
amount thereof constituting goodwill and other intangible assets as calculated
in accordance with generally accepted accounting principles.


 


“Corporate Trust Office” means the office of the
Trustee at which at any particular time its corporate trust business shall be
principally administered, which office on the date hereof is located at
100 Wall Street, 16th Floor, New York, New York 10005.


 


“corporation” includes corporations, associations,
partnerships, limited liability companies, companies and business trusts.


 


4

















 


“Cumulative Cash Flow Credit” means the sum of:


 


(a)           cumulative Operating Cash
Flow during the period commencing on April 1, 2008 and ending on the last
day of the most recent month preceding the date of the proposed Restricted
Payment for which financial information is available or, if cumulative
Operating Cash Flow for such period is negative, minus the amount by which
cumulative Operating Cash Flow is less than zero, plus


 


(b)           the aggregate net proceeds
received by the Company from the issuance or sale (other than to a Restricted
Subsidiary) of its Capital Stock (other than Disqualified Stock) on or after April 1,
2008, plus


 


(c)           the aggregate net proceeds
received by the Company from the issuance or sale (other than to a Restricted
Subsidiary) of its Capital Stock (other than Disqualified Stock) on or after April 1,
2008, upon the conversion of, or exchange for, Indebtedness of the Company or
any Restricted Subsidiary or from the exercise of any options, warrants or
other rights to acquire Capital Stock of the Company.


 


For purposes of this definition, the net
proceeds in property other than cash received by the Company as contemplated by
clauses (b) and (c) above shall be valued at the fair market value of
such property (as determined by the Board of Directors, whose good faith
determination shall be conclusive) at the date of receipt by the Company.


 


“Cumulative Interest Expense” means, for the period
commencing on April 1, 2008 and ending on the last day of the most recent
month preceding the proposed Restricted Payment for which financial information
is available, the aggregate of the interest expense of the Company and its
Restricted Subsidiaries for such period, determined on a consolidated basis in
accordance with generally accepted accounting principles, including interest
expense attributable to Capitalized Lease Obligations.


 


“Debt” with respect to any Person means, without
duplication, any liability, whether or not contingent, (a) in respect
of borrowed money or evidenced by bonds, notes, debentures or similar
instruments or letters of credit (or reimbursement agreements with respect
thereto), but excluding reimbursement obligations under any surety bond, (b) representing
the balance deferred and unpaid of the purchase price of any property
(including pursuant to Capitalized Lease Obligations), except any such balance
that constitutes a trade payable, (c) under Interest Swap Agreements
entered into pursuant to the Bank Credit Agreement, (d) under any other
agreement related to the fixing of interest rates on any Indebtedness, such as
an interest swap, cap or collar agreement (if and to the extent any of the
foregoing liabilities would appear as a liability upon a balance sheet of
such Person prepared on a consolidated basis in accordance with generally
accepted accounting principles) or (e) guarantees of items of other
Persons which would be included within this definition for such other Persons,
whether or not the guarantee would appear on such balance sheet.  “Debt” shall not include (a) Disqualified
Stock, (b) any liability for 


 


5

















 


federal, state, local or
other taxes owed or owing by such person or (c) any accounts payable or
other liability to trade creditors arising in the ordinary course of business
(including guarantees thereof or instruments evidencing such liabilities).


 


“Default” means any event that is, or after notice
or passage of time or both would be, an Event of Default.


 


“Depository” means, with respect to the Securities
issued in the form of one or more Book-Entry 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.


 


“Disqualified Stock” means any Capital Stock of the
Company or any Restricted Subsidiary which, 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 or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or is redeemable at the option of
the holder thereof, in whole or in part, on or prior to the maturity date of
the Securities.


 


“Event of Default” has the meaning specified in Article Five.


 


“Exchange Act” means the Securities Exchange Act of
1934, as amended.


 


“Exchange Offer” means the offer by the Company to
the Holders of the Initial Securities or any Additional Securities to exchange
all of the Initial Securities or such Additional Securities, as the case may
be, for Exchange Securities, as provided for in the Registration Rights
Agreement.


 


“Exchange Offer Registration Statement” means the
Exchange Offer Registration Statement as defined in the Registration Rights
Agreement.


 


“Exchange Securities” has the meaning specified in
the first recital of this Indenture and refers to any Exchange Securities
containing terms substantially identical to the Initial Securities and
Additional Securities (except that (a) such Exchange Securities shall not
contain terms with respect to transfer restrictions and shall be registered
under the Securities Act, and (b) certain provisions relating to an
increase in the stated rate of interest thereon shall be eliminated) that are
issued and exchanged for the Initial Securities and Additional Securities in
accordance with the Exchange Offer, as provided for in the Registration Rights
Agreement and this Indenture.


 


“generally accepted accounting principles” or “GAAP”
means generally accepted accounting principles in the United States, as in
effect on the date of determination, consistently applied.


 


“Global Security” means one or more Securities
evidencing all or a part of the Securities to be issued as Book-Entry
Securities, issued to the Depository in accordance with 


 


6

















 


Section 303 and bearing
the legend prescribed in Section 206 and, in the case of a Restricted
Security, the legend prescribed in Section 205.


 


“guarantee” means, as applied to any obligation, (a) a
guarantee (other than by endorsement of negotiable instruments for collection
in the ordinary course of business), direct or indirect, in any manner, of any
part or all of such obligation or (b) an agreement, direct or indirect,
contingent or otherwise, providing assurance of the payment or performance (or
payment of damages in the event of non-performance) of any part or all of such
obligation, including, without limiting the foregoing, the payment of amounts
drawn down by letters of credit. 
Notwithstanding anything herein to the contrary, a guarantee shall not
include any agreement solely because such agreement creates a Lien on the
assets of any Person.  The amount of a
guarantee shall be deemed to be the maximum amount of the obligation guaranteed
for which the guarantor could be held liable under such guarantee.


 


“Holder” means a Person in whose name a Security is
registered in the Security Register.


 


“Indebtedness” with respect to any Person means
the Debt of such Person; provided that, for purposes of the definition
of “Indebtedness” (including the term “Debt” to the extent incorporated in such
definition) and for purposes of the definition of Event of Default, the term “guarantee”
shall not be interpreted to extend to a guarantee under which recourse is
limited to the Capital Stock of an entity that is not a Restricted Subsidiary.


 


“Indenture” means this instrument as originally
executed (including all exhibits and schedules hereto) and as it may from time
to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof.


 


“Initial Interest Payment Date” has the meaning
specified in Section 3.01.


 


“Initial Purchasers” means J.P. Morgan Securities
Inc., Banc of America Securities LLC, Citigroup Global Markets Inc., Credit
Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs &
Co., Greenwich Capital Markets, Inc., Scotia Capital (USA) Inc., BNP
Paribas Securities Corp., and TD Securities (USA) Inc.


 


“Initial Securities” has the meaning specified in
the recitals to this Indenture.


 


“Interest Payment Date” means the Stated Maturity of
an installment of interest on the Securities.


 


“Interest Swap Agreement” means an interest rate
swap, cap or collar agreement or similar arrangement among the Company and/or
any Restricted Subsidiary and one or more banks or financial institutions
providing for protection against fluctuations in interest rates or the exchange
of nominal interest obligations among the Company and/or such Restricted
Subsidiary 


 


7

















 


and such banks or financial
institutions, either generally or under specific contingencies, as said
agreement or arrangement shall be modified and supplemented and in effect from
time to time.


 


“Interest Swap Obligations” means, with respect to
any Person, the obligations of such Person pursuant to any arrangement with any
other Person whereby, directly or indirectly, such Person is entitled to
receive from time to time periodic payments calculated by applying either a
floating or a fixed rate of interest on a stated notional amount in exchange
for periodic payments made by such Person calculated by applying a fixed or a
floating rate of interest on the same notional amount.


 


“Investment” means any advance, loan, account
receivable (other than an account receivable arising in the ordinary course of
business), or other extension of credit (excluding, however, accrued and unpaid
interest in respect of any advance, loan or other extension of credit) or any
capital contribution to (by means of transfers of property to others, payments
for property or services for the account or use of others, or otherwise), any
purchase or ownership of any stocks, bonds, notes, debentures or other
securities (including, without limitation, any interests in any partnership,
joint venture or joint adventure) of, or any bank accounts with or
guarantee of any Indebtedness or other obligations of, any Unrestricted
Subsidiary or Affiliate that is not a Subsidiary; provided that (a) the
term “Investment” shall not include any transaction that would otherwise
constitute an Investment of the Company or a Subsidiary to the extent that the
consideration provided by the Company or such Subsidiary in connection
therewith shall consist of Capital Stock of the Company (other than
Disqualified Stock) and (b) the term “guarantee” shall not be interpreted
to extend to a guarantee under which recourse is limited to the Capital Stock
of an entity that is not a Restricted Subsidiary.


 


“Lease” means any capital lease, operating lease,
equipment lease, real property lease or other lease.


 


“Lien” means any lien, security interest, charge or
encumbrance of any kind (including any conditional sale or other title
retention agreement, any lease in the nature of a security interest and any
agreement to give any security interest). 
A Person shall be deemed to own subject to a Lien any property which
such Person has acquired or holds subject to the interest of a vendor or lessor
under a conditional sale agreement, capital lease or other title retention
agreement.


 


“Liquidated Damages” means all liquidated damages
then owing pursuant to Section 4 of the Registration Rights Agreement, or,
in the case of Additional Securities, the applicable section of the
registration rights agreement entered into with respect to those Additional
Securities.


 


“Maturity” when used with respect to any Security
means the date on which the principal of such Security becomes due and payable
as therein or herein provided whether at the Stated Maturity, by declaration of
acceleration or otherwise.


 


8

















 


“Officers’ Certificate” means a certificate
signed by (a) the Chairman, Chief Executive Officer, a Vice Chairman,
the President, a Vice President or the Treasurer of the Company and (b) the Secretary
or an Assistant Secretary of the Company and delivered to the Trustee; provided,
however, that such certificate may be signed by two of the officers or
directors listed in clause (a) above in lieu of being signed by one of
such officers or directors listed in such clause (a) and one of the
officers listed in clause (b) above.


 


“Operating Cash Flow” means, for any period, the
sum of the following for the Company and the Restricted Subsidiaries for
such period, determined on a consolidated basis in accordance with generally
accepted accounting principles (except for the amortization of deferred
installation income which shall be excluded from the calculation of Operating
Cash Flow for all purposes of this Indenture):  (a) aggregate operating revenues minus
(b) aggregate operating expenses (including technical, programming, sales,
selling, general and administrative expenses and salaries and other
compensation, net of amounts allocated to Affiliates, paid to any general
partner, director, officer or employee of the Company or any Restricted
Subsidiary, but excluding interest, depreciation and amortization and the
amount of non-cash compensation in respect of the Company’s employee incentive
stock programs for such period (not to exceed in the aggregate for any calendar
year 7% of the Operating Cash Flow for the previous calendar year) and, to the
extent otherwise included in operating expenses, any losses resulting from a
write-off or write-down of Investments by the Company or any Restricted
Subsidiary in Affiliates).  For purposes
of determining Operating Cash Flow, there shall be excluded all management fees
until actually paid to the Company or any Restricted Subsidiary in cash.


 


“Opinion of Counsel” means a written opinion of
counsel, who may be counsel for the Company. 
Each such opinion shall include the statements provided for in Trust
Indenture Act section 314 to the extent applicable.


 


“Outstanding” when used with respect to Securities
means, as of the date of determination, all Securities theretofore
authenticated and delivered under this Indenture, except:


 


(a)           Securities theretofore
canceled by the Trustee or delivered to the Trustee for cancellation;


 


(b)           Securities, or portions
thereof, for whose payment or purchase money in the necessary amount has been
theretofore deposited with the Trustee or any Paying Agent (other than the
Company) in trust or set aside and segregated in trust by the Company
(if the Company shall act as its own Paying Agent) for the Holders of such
Securities;


 


(c)           Securities, except to the
extent provided in Sections 1202 and 1203, with respect to which the Company
has effected defeasance and/or covenant defeasance as provided in Article Twelve;
and


 


(d)           Securities paid pursuant to Section 306,
Securities in exchange for which, or in lieu of which, other Securities have
been authenticated and delivered pursuant to this 


 


9

















 


Indenture, other than any
such Securities in respect of which there shall have been presented to the
Trustee proof satisfactory to it that such Securities are held by a bona fide
purchaser in whose hands the Securities are valid obligations of the Company;


 


provided, however,
that, in determining whether the Holders of the requisite principal amount of
Outstanding Securities have given any request, demand, direction, consent or
waiver hereunder, Securities owned by the Company or any other obligor upon the
Securities, or any Affiliate of the Company, or such other obligor, shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request,
demand, direction, consent or waiver, only Securities which a Responsible Officer
of the Trustee actually knows to be so owned shall be so disregarded.  Securities so owned which have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon
the Securities or any Affiliate of the Company or such other obligor.


 


“Paying Agent” means any Person authorized by the
Company to pay the principal of or interest on any Securities on behalf of the
Company.


 


“Permitted Liens” means the following types of
Liens:


 


(a)           Liens existing on the date
of this Indenture;


 


(b)           Liens on shares of the
Capital Stock of an entity that is not a Restricted Subsidiary, which Liens
solely secure a guarantee by the Company or a Restricted Subsidiary, or both,
of Indebtedness of such entity;


 


(c)           Liens on Receivables and
Related Assets (and proceeds thereof) securing only Indebtedness otherwise
permitted to be incurred by a Securitization Subsidiary;


 


(d)           Liens on shares of the
Capital Stock of a Subsidiary securing Indebtedness under the Bank Credit
Agreement or any renewal or replacement of the Bank Credit Agreement;


 


(e)           Liens granted in favor of
the Company or any Restricted Subsidiary;


 


(f)            Liens securing the
Securities;


 


(g)           Liens securing Acquired
Indebtedness created prior to (and not in connection with or in contemplation
of) the incurrence of such Indebtedness by the Company or a Restricted
Subsidiary; provided that such Lien does not extend to any property or
assets of the Company or any Restricted Subsidiary other than the assets
acquired in connection with the incurrence of such Acquired Indebtedness;


 


10

















 


(h)           Liens securing Interest Swap
Obligations or “margin stock”, as defined in Regulations G and U of the
Board of Governors of the Federal Reserve System;


 


(i)            statutory Liens of landlords
and carriers, warehousemen, mechanics, suppliers, materialmen, repairmen or
other like Liens arising in the ordinary course of business of the Company or
any Restricted Subsidiary and with respect to amounts not yet delinquent or
being contested in good faith by appropriate proceedings;


 


(j)            Liens for taxes,
assessments, government charges or claims not yet due or that are being
contested in good faith by appropriate proceedings;


 


(k)           zoning restrictions,
easements, rights-of-way, restrictions and other similar charges or
encumbrances or minor defects in title not interfering in any material respect
with the business of the Company or any of its Restricted Subsidiaries;


 


(l)            Liens arising by reason of
any judgment, decree or order of any court, arbitral tribunal or similar entity
so long as any appropriate legal proceedings that may have been initiated for
the review of such judgment, decree or order shall not have been finally
terminated or the period within which such proceedings may be initiated shall
not have expired;


 


(m)          Liens incurred or deposits
made in the ordinary course of business in connection with workers’
compensation, unemployment insurance and other types of social security or
similar legislation;


 


(n)           Liens securing the
performance of bids, tenders, Leases, contracts, franchises, public or
statutory obligations, surety, stay or appeal bonds, or other similar
obligations arising in the ordinary course of business;


 


(o)           Leases under which the
Company or any Restricted Subsidiary is the lessee or the lessor;


 


(p)           purchase money mortgages or
other purchase money liens (including, without limitation, any Capitalized
Lease Obligations) upon any fixed or capital assets acquired after the date of
this Indenture, or purchase money mortgages (including, without limitation,
Capitalized Lease Obligations) on any such assets hereafter acquired or
existing at the time of acquisition of such assets, whether or not assumed, so
long as (i) such mortgage or lien does not extend to or cover any other
asset of the Company or any Restricted Subsidiary and (ii) such mortgage
or lien secures the obligation to pay the purchase price of such asset,
interest thereon and other charges incurred in connection therewith (or the
obligation under such Capitalized Lease Obligation) only;


 


11

















 


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


 


(r)            Liens encumbering deposits
made to secure obligations arising from statutory, regulatory, contractual, or
warranty requirements of the Company or any of its Restricted Subsidiaries,
including rights of offset and set-off;


 


(s)           Liens to secure other
Indebtedness; provided, however, that the principal amount of any
Indebtedness secured by such Liens, together with the principal amount of any
Indebtedness refinancing any Indebtedness incurred under this clause (s) as
permitted by clause (t) below (and successive refinancings thereof), may
not exceed 15% of the Company’s Consolidated Net Tangible Assets as of the last
day of the Company’s most recently completed fiscal year for which financial
information is available; and


 


(t)            any extension, renewal or
replacement, in whole or in part, of any Lien described in the foregoing clauses
(a) through (s); provided that any such extension, renewal or
replacement shall be no more restrictive in any material respect than the Lien
so extended, renewed or replaced and shall not extend to any additional
property or assets.


 


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


 


“Physical Security” has the meaning specified in Section 303.


 


“Predecessor Security” of any particular Security
means every previous Security evidencing all or a portion of the same debt as
that evidenced by such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 306 in
exchange for a mutilated security or in lieu of a lost, destroyed or stolen
Security shall be deemed to evidence the same debt as the mutilated, lost,
destroyed or stolen Security.


 


“Preferred Stock” means, with respect to any Person,
any and all shares, interests, participations or other equivalents (however
designated) of such Person’s preferred or preference stock, whether now
Outstanding or issued after the date of this Indenture, and includes, without
limitation, all classes and series of preferred or preference stock.


 


“Qualified Institutional Buyer” or “QIB”
shall have the meaning specified in Rule 144A under the Securities Act.


 


“Quotation Agent” means the Reference Treasury
Dealer appointed by the trustee after consultation with the Company.


 


12
















 


“Receivables and Related Assets” means (a) accounts
receivable, instruments, chattel paper, obligations, general intangibles,
equipment and other similar assets, including interests in merchandise or
goods, the sale or Lease of which gives rise to the foregoing, related
contractual rights, guarantees, insurance proceeds, collections and other
related assets, (b) equipment, (c) inventory and (d) proceeds of
all of the foregoing.


 


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


 


“Redemption Price” has the meaning specified in Section 1107.


 


“Reference Treasury Dealer” means (1) J.P.
Morgan Securities Inc. and its successors; provided, however,
that if the foregoing shall cease to be a primary U.S.  Government securities dealer in New York City
(a “Primary Treasury Dealer”), the Company shall substitute therefor another
Primary Treasury Dealer; and (2) any other Primary Treasury Dealers
selected by the Trustee after consultation with the Company.


 


“Reference Treasury Dealer Quotations” means, with
respect to each Reference Treasury Dealer and any Redemption Date, the average,
as determined by the Trustee, of the bid and ask prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.
on the third business day preceding such Redemption Date.


 


“Refinancing Indebtedness” means Indebtedness of the
Company incurred to redeem, repurchase, defease or otherwise acquire or retire
for value other Indebtedness that is subordinate in right of payment to the
Securities, so long as any such new Indebtedness (a) is made subordinate
to the Securities at least to the same extent as the Indebtedness being
refinanced and (b) does not (i) have an Average Life less than the
Average Life of the Indebtedness being refinanced, (ii) have a final
scheduled maturity earlier than the final scheduled maturity of the Indebtedness
being refinanced, or (iii) permit redemption at the option of the holder
earlier than the earlier of (A) the final scheduled maturity of the
Indebtedness being refinanced or (B) any date of redemption at the option
of the holder of the Indebtedness being refinanced.


 


“Registered Securities” means Securities issued or
sold in a transaction pursuant to an effective registration statement under the
Securities Act, as contemplated in the Registration Rights Agreement, and any
Exchange Security subsequently issued in exchange for or upon transfer of any
such Security.


 


“Registration Rights Agreement” means, with respect
to the Initial Securities, the Registration Rights Agreement, dated January 13,
2009, among the Company and the Initial Purchasers, a form of which
Registration Rights Agreement is attached hereto as Exhibit B, and, with
respect to any Additional Securities, one or more registration rights
agreements between the Company and the other parties thereto, as such agreement(s) may
be amended, modified or 


 


13

















 


supplemented from time to
time, relating to rights given by the Company to the purchasers of Additional
Securities to register such Additional Securities under the Securities Act.


 


“Regular Record Date” for the interest payable on
any Interest Payment Date means the April 1 or October 1 (whether or
not a Business Day), as the case may be, next preceding such Interest Payment
Date.


 


“Regulation S Global Security” has the meaning
specified in Section 303.


 


“Responsible Officer”, when used with respect to the
Trustee, means any vice president, any assistant vice president, any trust
officer or assistant trust officer or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers or assigned by the Trustee to administer corporate trust
matters at its Corporate Trust Office and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is
referred because of his knowledge of and familiarity with the particular
subject.


 


“Restricted Payment” means:


 


(a)           any Stock Payment by the
Company or a Restricted Subsidiary;


 


(b)           any direct or indirect
payment by the Company or a Restricted Subsidiary to redeem, purchase, defease
or otherwise acquire or retire for value, prior to any scheduled maturity,
scheduled repayment or scheduled sinking fund payment, any Indebtedness of the
Company that is subordinate in right of payment to the Securities; provided,
however, that any direct or indirect payment by the Company or a
Restricted Subsidiary to redeem, purchase, defease or otherwise acquire or
retire for value, prior to any scheduled maturity, scheduled repayment or
scheduled sinking fund payment, any Indebtedness of the Company that is
subordinate in right of payment to the Securities shall not be a Restricted
Payment if either (i) after giving effect thereto, the ratio of the Senior
Indebtedness of the Company and the Restricted Subsidiaries to Annualized
Operating Cash Flow determined as of the last day of the most recent month for
which financial information is available is less than or equal to 5 to 1 or (ii) such
subordinate Indebtedness is redeemed, purchased, defeased or otherwise acquired
or retired in exchange for, or out of (x) the proceeds of a sale (within
one year before or 180 days after such redemption, purchase, defeasance,
acquisition or retirement) of Refinancing Indebtedness or Capital Stock of the
Company or warrants, rights or options to acquire Capital Stock of the Company
or (y) any source of funds other than the incurrence of Indebtedness; or


 


(c)           any direct or indirect
payment by the Company or a Restricted Subsidiary to redeem, purchase, defease
or otherwise acquire or retire for value any Disqualified Stock at its
mandatory redemption date or other maturity date if and to the extent that
Indebtedness is incurred to finance such redemption, purchase, defeasance or
other acquisition or retirement.


 


14

















 


Notwithstanding the foregoing, Restricted
Payments shall not include (a) payments by any Restricted Subsidiary to
the Company or any other Restricted Subsidiary or (b) any Investment or
designation of a Restricted Subsidiary as an Unrestricted Subsidiary permitted
under Section 1010.


 


“Restricted Security” has the meaning specified in Section 205.


 


“Restricted Subsidiary” means any Subsidiary,
whether existing on the date hereof or created subsequent thereto, designated
from time to time by the Company as a “Restricted Subsidiary” (the initial
Restricted Subsidiaries designated by the Company being set forth on Exhibit A);
provided, however, that no Subsidiary that is not a
Securitization Subsidiary can be or remain so designated unless (a) at
least 67% of each of the total equity interest and the voting control of such
Subsidiary is owned, directly or indirectly, by the Company or another
Restricted Subsidiary and (b) such Subsidiary is not restricted, pursuant
to the terms of any loan agreement, note, indenture or other evidence of
indebtedness, from (i) paying dividends or making any distribution on such
Subsidiary’s Capital Stock or other equity securities or paying any
Indebtedness owed to the Company or to any Restricted Subsidiary, (ii) making
any loans or advances to the Company or any Restricted Subsidiary or (iii) transferring
any of its properties or assets to the Company or any Restricted Subsidiary (it
being understood that a financial covenant any of the components of which
are directly impacted by the taking of the action (e.g., the payment of
a dividend) itself (such as a minimum net worth test) would be deemed to be a
restriction on the foregoing actions, while a financial covenant none of the
components of which is directly impacted by the taking of the action (e.g.,
the payment of a dividend) itself (such as a debt to cash flow test) would
not be deemed to be a restriction on the foregoing actions); and provided
further that the Company may, from time to time, redesignate any
Restricted Subsidiary as an Unrestricted Subsidiary in accordance with Section 1010.


 


“Rule 144A Global Security” has the meaning
specified in Section 303.


 


“Securities Act” means the
Securities Act of 1933, as amended.


 


“Securities Issue Date” means January 13, 2009
with respect to the Initial Securities, the date of original issuance of the
Exchange Securities with respect to the Exchange Securities, and the date of
original issuance of the Additional Securities with respect to any Additional
Securities.


 


“Securitization Subsidiary” means a Restricted
Subsidiary that is established for the limited purpose of acquiring and
financing Receivables and Related Assets and engaging in activities ancillary
thereto; provided that (a) no portion of the Indebtedness of a
Securitization Subsidiary is guaranteed by or is recourse to the Company or any
other Restricted Subsidiary (other than recourse for customary representations,
warranties, covenants and indemnities, none of which shall relate to the
collectibility of the Receivables and Related Assets) and (b) none of the
Company or any other Restricted Subsidiary has any obligation to maintain or
preserve such Securitization Subsidiary’s financial condition.


 


15

















 


“Security” and “Securities” have the meaning
specified in the second paragraph of this Indenture, such terms to include the
Initial Securities, the Exchange Securities and any Additional Securities.  The Initial Securities, the Exchange Securities
and any Additional Securities shall be treated as a single class for all
purposes under this Indenture.


 


“Security Register” and “Security Registrar”
have the respective meanings specified in Section 305.


 


“Senior Indebtedness” means, with respect to any
Person, all principal of, premium, if any, and interest (including interest
accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to such Person whether or not a claim for post filing
interest is allowed in such proceedings) with respect to all Indebtedness of
such Person; provided that Senior Indebtedness shall not include (a) any
Indebtedness of such Person that, by its terms or the terms of the instrument
creating or evidencing such Indebtedness, is expressly subordinate in right of
payment to the Securities, (b) any guarantee of Indebtedness of any
subsidiary of such Person if recourse against such guarantee is limited to the
Capital Stock or other equity interests of such subsidiary, (c) any
obligation of such Person to any subsidiary of such Person or, in the case of a
Restricted Subsidiary, to the Company or any other Subsidiary or (d) any
Indebtedness of such Person (and any accrued and unpaid interest in respect
thereof) which is subordinate or junior in any respect to any other
Indebtedness or other obligation of such Person.


 


“Shelf Registration Statement” means the Shelf
Registration Statement as defined in the Registration Rights Agreement.


 


“Special Record Date” means a date fixed by the
Trustee for the payment of any Defaulted Interest pursuant to Section 307.


 


“Stated Maturity”, when used with respect to any
Security or any installment of interest thereon, means the date specified in
such Security as the fixed date on which the principal of such Security or such
installment of interest is due and payable.


 


“Stock Payment” means, with respect to any Person,
the payment or declaration of any dividend, either in cash or in property
(except dividends payable in Common Stock or common shares of Capital Stock of
such Person), or the making by such Person of any other distribution, on
account of any shares of any class of its Capital Stock, now or hereafter
outstanding, or the redemption, purchase, retirement or other acquisition or
retirement for value by such Person, directly or indirectly, of any shares of
any class of its Capital Stock, now or hereafter outstanding, other than the
redemption, purchase, defeasance or other acquisition or retirement for value
of any Disqualified Stock at its mandatory redemption date or other maturity
date.


 


“subsidiary” means, as to a particular parent entity
at any time, any entity of which more than 50% of the outstanding Voting Stock
or other equity interest entitled ordinarily to vote in the election of the
directors or other governing body (however designated) of such entity is at 


 


16

















 


the time beneficially owned
or controlled directly or indirectly by such parent corporation, by one or more
such entities or by such parent corporation and one or more such entities.


 


“Subsidiary” means any subsidiary of the Company.


 


“Trust Indenture Act” means the Trust Indenture
Act of 1939, as amended, and as in force at the date as of which this
instrument was executed, except as provided in Section 905; provided,
however, that, in the event that the Trust Indenture Act of 1939 is
amended after such date, “Trust Indenture Act” means, to the extent required by
any such amendment, the Trust Indenture Act of 1939 as so amended.


 


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


 


“Unrestricted Subsidiary” means any Subsidiary that
is not a Restricted Subsidiary.


 


“Voting Stock” means any Capital Stock having voting
power under ordinary circumstances to vote in the election of the directors of
a corporation (irrespective of whether or not at the time stock of any other
class or classes shall have or might have voting power by reason of the
happening of any contingency).


 


Section 102.  Other Definitions.


 


	
  Term

  	
   

  	
  Defined

  in Section

  
	
   

  	
   

  	
   

  
	
  “Act”

  	
   

  	
  105

  
	
  “Bankruptcy Law”

  	
   

  	
  501

  
	
  “covenant defeasance”

  	
   

  	
  1203

  
	
  “Custodian”

  	
   

  	
  501

  
	
  “defeasance”

  	
   

  	
  1202

  
	
  “Defaulted Interest”

  	
   

  	
  307

  
	
  “incorporated provision”

  	
   

  	
  108

  
	
  “redesignation of a Restricted Subsidiary”

  	
   

  	
  1010

  
	
  “Restricted Security”

  	
   

  	
  205

  
	
  “Security Register”

  	
   

  	
  305

  
	
  “Security Registrar”

  	
   

  	
  305

  
	
  “successor”

  	
   

  	
  801

  
	
  “U.S. Government Obligations”

  	
   

  	
  1204

  



 


17

















 


Section 103.  Compliance Certificates and Opinions.


 


Upon any application or request by the Company to
the Trustee to take any action under any provision of this Indenture, the
Company shall furnish to the Trustee an Officers’ Certificate stating that all
conditions precedent, if any, provided for in this Indenture (including any
covenant compliance with which constitutes a condition precedent) relating to
the proposed action have been complied with and an Opinion of Counsel
stating that in the opinion of such counsel all such conditions precedent,
if any, have been complied with, except that, in the case of any such
application or request as to which the furnishing of such documents is specifically
required by any provision of this Indenture relating to such particular
application or request, no additional certificate or opinion need be furnished.


 


Every certificate or opinion (other than the
certificates required by Section 1013) with respect to compliance with a
condition or covenant provided for in this Indenture shall include:


 


(a)           a statement that each
individual signing such certificate or opinion has read such covenant or
condition and the definitions herein relating thereto;


 


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


 


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


 


(d)           a statement as to whether,
in the opinion of each such individual, such condition or covenant has been
complied with.


 


Section 104.  Form of Documents Delivered to Trustee.


 


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


 


Any certificate or opinion of an officer of the
Company may be based, insofar as it relates to legal matters, upon a
certificate or opinion of, or representations by, counsel, unless such officer
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to the matters upon which his
certificate or opinion is based are erroneous. 
Any such certificate or Opinion of Counsel may be based, insofar as it
relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the 


 


18

















 


Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
such matters are erroneous.


 


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


 


Section 105.  Acts of Holders.


 


(a)           Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given
or taken by Holders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Holders in person or by agent
duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the “Act” of the Holders
signing such instrument or instruments. 
Proof of execution of any such instrument or of a writing appointing any
such agent shall be sufficient for any purpose of this Indenture and (subject
to Trust Indenture Act Section 315) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section 105.


 


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


 


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


 


(d)           If the Company shall solicit from the Holders any
request, demand, authorization, direction, notice, consent, waiver or other
Act, the Company may, at its option, by or pursuant to a Board Resolution, fix
in advance a record date for the determination of such Holders entitled to give
such request, demand, authorization, direction, notice, consent, waiver or
other Act, but the Company shall have no obligation to do so.  Notwithstanding Trust Indenture Act Section 316(c),
any such record date shall be the record date specified in or pursuant to such
Board Resolution, which shall be a date not more than 30 days prior to the
first solicitation of Holders generally in connection therewith and no
later than the date such solicitation is completed.


 


If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other Act may be
given before or after such record date, but only the Holders of record at
the close of business on such record date shall be deemed to be Holders
for the purposes of determining whether Holders of the requisite proportion of
Securities then Outstanding have authorized or agreed or consented to such
request, demand, authorization, direction, notice, consent, waiver or other
Act, and for this purpose the Securities then Outstanding shall be 


 


19

















 


computed as of
such record date; provided that no such request, demand,
authorization, direction, notice, consent, waiver or other Act by the Holders
on such record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than six months after
the record date.


 


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


 


Section 106.  Notices, Etc. to Trustee and Company.


 


Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with,


 


(a)           the Trustee by any Holder,
the agents of the Banks or the Company shall be sufficient for every purpose
hereunder if made, given, furnished or delivered, in writing (which may be via
facsimile), to or with the Trustee at its Corporate Trust Office,
Attention:  Corporate Trust Services; or


 


(b)           the Company by the Trustee
or by any Holder shall be sufficient for every purpose hereunder (unless
otherwise herein expressly provided) if made, given, furnished or delivered in
writing to the Company addressed to it c/o CSC Holdings, Inc., 1111
Stewart Avenue, Bethpage, New York 11714, Attention:  Secretary, or at any other address previously
furnished in writing to the Trustee by the Company.


 


Section 107.  Notice to Holders; Waiver.


 


Where this Indenture provides for notice to Holders
of any event, such notice shall be sufficiently given (unless otherwise
herein expressly provided) if in writing and mailed, first-class postage
prepaid, to each Holder affected by such event, at his address as it appears in
the Security Register, not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice.  In any case where notice to Holders is given
by mail, neither the failure to mail such notice, nor any defect in any notice
so mailed, to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders.  Any
notice when mailed to a Holder in the aforesaid manner shall be conclusively
deemed to have been received by such Holder whether or not actually received by
such Holder.


 


Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such 


 


20

















 


waiver shall be the
equivalent of such notice.  Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such
waiver.


 


In case by reason of the suspension of regular
mail service or by reason of any other cause, it shall be impracticable to
mail notice of any event as required by any provision of this Indenture, then
any method of giving such notice as shall be satisfactory to the Trustee shall
be deemed to be a sufficient giving of such notice.


 


Section 108.  Conflict of Any Provision of Indenture with
Trust Indenture Act.


 


If and to the extent that any provision of
this Indenture limits, qualifies or conflicts with the duties imposed
by Trust Indenture Act Sections 310 to 318, inclusive, or conflicts with any
provision (an “incorporated provision”) required by or deemed to
be included in this Indenture by operation of such Trust Indenture Act
Sections, such imposed duties or incorporated provision shall control.  If any provision of this Indenture modifies
or excludes any provision of the Trust Indenture Act that may be so modified or
excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or excluded, as the case may be.


 


Section 109.  Effect of Headings and Table of Contents.


 


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


 


Section 110.  Successors and Assigns.


 


All covenants and agreements in this Indenture by
the Company shall bind its respective successors and assigns, whether so
expressed or not.


 


Section 111.  Separability Clause.


 


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


 


Section 112.  Benefits of Indenture.


 


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


 


21

















 


Section 113.  Governing Law; Waiver of Jury Trial


 


This Indenture and the Securities shall be governed
by and construed in accordance with the laws of the State of New York, without
regard to conflicts of laws principles.


 


This Indenture is subject to the provisions of the
Trust Indenture Act that are required to be part of this Indenture and shall,
to the extent applicable, be governed by such provisions.


 


EACH OF THE COMPANY AND THE TRUSTEE HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING
TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY


 


Section 114.  Legal Holidays.


 


In any case where any Interest Payment Date, any
date established for payment of Defaulted Interest pursuant to Section 307,
or any Maturity with respect to any Security shall not be a Business Day, then
(notwithstanding any other provision of this Indenture or of the Securities)
payment of interest or principal need not be made on such date, but may be made
on the next succeeding Business Day with the same force and effect as if made
on the Interest Payment Date, or date established for payment of Defaulted
Interest pursuant to Section 307, or Maturity, and no interest shall
accrue with respect to such payment for the period from and after such Interest
Payment Date, or date established for payment of Defaulted Interest
pursuant to Section 307, or Maturity, as the case may be, to the next
succeeding Business Day.


 


Section 115.  No Recourse Against Others.


 


A director, officer, employee or stockholder, as
such, of the Company shall not have any liability for any obligations of the
Company under the Securities or this Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation.  Each Holder by accepting any of the Securities
waives and releases all such liability.


 


ARTICLE TWO



SECURITY FORMS


 


Section 201.  Forms Generally; Incorporation of Form in
Indenture.


 


The Securities and the Trustee’s certificate of
authentication with respect thereto shall be in substantially the forms set
forth in this Article, with such appropriate legends, insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such 


 


22

















 


Securities, as evidenced by
their execution of the Securities.  Any
portion of the text of any Security may be set forth on the reverse thereof,
with an appropriate reference thereto on the face of the Security.  Each Security shall be dated the date of its
authentication.


 


The definitive Securities shall be typewritten,
printed, lithographed, engraved or otherwise produced or produced by any
combination of these methods or may be produced in any other manner
permitted by the rules of any securities exchange on which the Securities
may be listed, all as determined by the officers executing such Securities, as
evidenced by their execution of such Securities.


 


Section 202.  Form of Face of Security.


 


CSC HOLDINGS, INC.


 


[THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT
FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE.  A HOLDER MAY OBTAIN THE ISSUE PRICE,
AMOUNT OF ORIGINAL ISSUE DISCOUNT, ACCRUAL PERIODS, ISSUE DATE AND YIELD TO
MATURITY FOR SUCH NOTE BY SUBMITTING A REQUEST FOR SUCH INFORMATION TO THE
FOLLOWING ADDRESS: CSC HOLDINGS, INC., 1111 STEWART AVENUE, BETHPAGE, NEW YORK
11714, ATTENTION: SECRETARY.]*


 


81⁄2% [Series B]** Senior Notes due 2014


 


	
  No.

  	
   

  	
   

  	
   

  	
  $

  	
   

  
	
   

  	
  CUSIP No.

  	
   

  
	
   

  	
  ISIN No.

  	
   

  
							



 


CSC Holdings, Inc., a Delaware corporation
(herein called the “Company”, which term includes any successor entity under
the Indenture hereinafter referred to), for value received, hereby promises to
pay to                          
or registered assigns the principal sum of               
Dollars on April 15, 2014, at the office or agency of the Company referred
to below, and to pay interest thereon on [  
]***, and semiannually thereafter, on April 15 and October 15
in each year from the Securities Issue Date or from the most recent Interest
Payment Date to which interest has been paid or duly provided for at the rate of
81⁄2% per annum until the principal hereof is paid or duly provided for, and (to
the extent lawful) to pay on demand interest on any overdue interest at the
rate borne by the Securities from the date of the Interest Payment Date on
which such overdue interest becomes payable to the date payment of such
interest has been made or duly provided for.


 






*       Include only for Securities
issued with original issue discount.


**     Include only for Exchange
Securities.


***   In the case of an Initial
Security, insert April 15, 2009.  In
the case of any Security other than an Initial Security, insert the relevant
Initial Interest Payment Date.


 


23

















 


[The Holder of this Security is entitled to the
benefits of the Registration Rights Agreement, dated January 13, 2009 (the
“Registration Rights Agreement”), between the Company and the Initial
Purchasers named therein.  Subject to the
terms of the Registration Rights Agreement, in the event this Security is not
freely transferable and an exchange offer (the “Exchange Offer”) for this
Initial Security is not consummated or a registration statement under the
Securities Act with respect to resales of this Security (the “Shelf
Registration Statement”) is not declared effective by the Commission on or
prior to February 17, 2010, in either case, in accordance with the
Registration Rights Agreement, the aforesaid interest rate borne by this
Security shall be increased by one-quarter of one percent per annum for the
first 90 days following February 17, 2010. 
Such interest rate shall increase by an additional one-quarter of one
percent per annum thereafter, up to a maximum aggregate increase of one half of
one percent per annum.  Subject to the
terms of the Registration Rights Agreement, upon this Security becoming freely
transferable, consummation of the Exchange Offer or the effectiveness of a
Shelf Registration Statement, as the case may be, the interest rate borne by
this Security shall be reduced to 81⁄2% per annum.]****


 


If any interest has accrued on this Security in
respect of any period prior to the issuance of this Security, such interest
shall be payable in respect of such period at the rate or rates borne by the
Predecessor Security surrendered in exchange for this Security from time to
time during such period.  The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
shall, as provided in such Indenture, be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the April 1 or October 1 (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date.  Any such interest not so punctually paid or
duly provided for, and interest on such defaulted interest at the interest rate
borne by this Security, to the extent lawful, shall forthwith cease to be
payable to the Holder on such Regular Record Date, and may be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities not less than 10 days prior to such Special
Record Date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in the Indenture. 
Payment of the principal of and interest on this Security shall be made
at the office or agency of the Company maintained for that purpose in The City
of New York, or at such other office or agency of the Company as may be
maintained for such purpose, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that payment of interest may be
made at the option of the Company by check mailed to the address of the Person
entitled thereto as such address shall appear on the Security Register.


 






****       Include only for Initial
Securities.  In the case of any
Additional Securities, briefly describe terms of the applicable registration
rights agreement.


 


24

















 


Interest on the Securities shall be computed on the
basis of a 360-day year of twelve 30-day months.


 


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


 


Unless the certificate of authentication hereon has
been duly executed by the Trustee referred to on the reverse hereof by manual
signature, this Security shall not be entitled to any benefit under the
Indenture, or be valid or obligatory for any purpose.


 


IN WITNESS WHEREOF, the
Company has caused this instrument to be duly executed under its corporate
seal.


 


 


	
   

  	
  CSC HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
					



 


25
















 


Section 203.  Form of Reverse of Security.


 


This Security is one of a duly authorized issue of
securities of the Company designated as its 81⁄2% [Series B]* Senior Notes
due 2014 (herein called the “Securities”), which may be issued under an
indenture (herein called the “Indenture”) dated as of January 13,
2009, between the Company and U.S. Bank National Association, trustee
(herein called the “Trustee”, which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties, obligations and immunities thereunder of the
Company, the Trustee, the holders of the Senior Indebtedness and the Holders of
the Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered.  This
Security is one of the series designated on the face hereof, initially limited
in aggregate principal amount to $844,000,000; provided, however,
that the Company may from time to time, without notice to or the consent of the
Holders of Securities, create and issue further Securities of this series (the “Additional
Securities”) having the same terms and ranking equally and ratably with the
Securities of this series in all respects and with the same CUSIP number as the
Securities of this series, or in all respects except for payment of interest
accruing prior to the issue date of such Additional Securities or except for
the first payment of interest following the issue date of such Additional
Securities.  Any Additional Securities
shall be consolidated and form a single series with the Securities and shall
have the same terms as to status, redemption and otherwise as the Securities.  Any Additional Securities may be issued
pursuant to authorization provided by a resolution of the Board of Directors of
the Company, a supplement to the Indenture, or under an Officers’ Certificate
pursuant to the Indenture.  No Additional
Securities may be issued if an Event of Default has occurred and is continuing
with respect to the Securities of this series.


 


[This Security is exchangeable under certain
circumstances as provided in the Indenture for the Company’s 81⁄2% Series B
Senior Notes due 2014 (herein called the “Exchange Securities”), issued under
the Indenture.  Unless the context
otherwise requires, the Securities and Exchange Securities shall constitute one
series for all purposes under the Indenture, including without limitation
amendments and waivers.]**


 


At its option, the Company may redeem this
Security, in whole or in part, at any time and from time to time at a
redemption price equal to the greater of (a) 100% of the principal amount
of this Security to be redeemed, or (b) as determined by a Quotation
Agent, the sum of the present values of the remaining scheduled payments of
principal and interest thereon (not including any Liquidated Damages or any
portion of such payments of interest accrued to the Redemption Date) discounted
to the Redemption Date on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 50 basis
points, plus, in each case, accrued and unpaid interest to the Redemption
Date.  Any redemption of this Security
shall be made pursuant to the provisions of Sections 1101 through 1106 of the
Indenture.


 






*              Include only for Exchange Securities.


**           Include only
for Initial Securities and any Additional Securities.


 


26

















 


If an Event of Default shall occur and be
continuing, the principal of all the Securities may be declared due and payable
in the manner and with the effect provided in the Indenture.


 


The Indenture contains provisions for defeasance at
any time of (a) the entire indebtedness of the Company on this Security
and (b) certain restrictive covenants and the related Defaults and Events
of Default, in each case, upon compliance by the Company with certain
conditions set forth therein, which provisions apply to this Security.


 


This Security does not have the benefit of any
sinking fund obligations.


 


The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of a
majority in aggregate principal amount of the Securities at the
time Outstanding.  The Indenture
also contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Securities at the time Outstanding, on behalf
of the Holders of all the Securities, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences.  Any
such consent or waiver by or on behalf of the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or
in exchange herefor or in lieu hereof whether or not notation of such consent
or waiver is made upon this Security.


 


No reference herein to the Indenture and no
provision of this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal of and interest on this Security at the times, place, and rate, and
in the coin or currency, herein prescribed.


 


As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable on
the Security Register of the Company, upon surrender of this Security for
registration of transfer at the office or agency of the Company maintained for
such purpose in The City of New York, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities, of authorized
denominations and for the same aggregate principal amount, shall be issued to
the designated transferee or transferees.


 


The Securities are issuable only in registered form
without coupons in minimum denominations of $2,000 and any integral multiple of
$1,000 in excess thereof.  As provided in
the Indenture and subject to certain limitations therein set forth, the
Securities are exchangeable for a like aggregate principal amount
of Securities of a different authorized denomination, as requested by the
Holder surrendering the same.


 


27

















 


No service charge shall be made for any registration
of transfer or exchange of Securities, but the Company may require payment of a
sum sufficient to pay all documentary, stamp or similar issue or transfer taxes
or other governmental charges payable in connection with any registration of
transfer or exchange.


 


Prior
to the time of due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for
all purposes, whether or not this Security be overdue, and neither the Company,
the Trustee nor any agent shall be affected by notice to the contrary.


 


This Security shall be governed by and construed in
accordance with the laws of the State of New York, without regard to conflicts
of laws principles thereof.


 


All terms used in this Security that are defined in
the Indenture shall have the meanings assigned to them in the Indenture.


 


Certificate of Transfer***


 


FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
this Security to


 




 





(Please typewrite or print name and taxpayer identification number)


 


 




 





(Please typewrite or print address)


 


and hereby irrevocably constitutes and
appoints                                                               
his attorney to transfer the same on the books of the Company, with full power
of substitution in the premises.


 


In connection with any transfer of all or any
portion of the Security evidenced by this certificate for as long as such
Security is a Restricted Security, the undersigned confirms that such Security
is being transferred:


 


o            (a)  Pursuant to and in
compliance with Rule 144A under the Securities Act of 1933, as amended
(the “Securities Act”);


 






***  Include only for Initial
Securities and any Additional Securities.


 


28

















 


or


 


o            (b)  Pursuant to offers
and sales to non-U.S. Persons that occur outside the United States within the
meaning of Regulation S under the Securities Act;


 


Unless one of the boxes above is checked, the
Trustee shall refuse to register all or any portion of the Security evidenced
by this certificate in the name of any person other than the registered holder
thereof (or hereof); provided, however, that the Trustee may, in
its sole discretion, register the transfer of such Security if it has received
such certifications, legal opinions and/or other information as it has reasonably
requested to confirm that such transfer is being made pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of
the Securities Act.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  	
   

  



 


NOTE: 
The signature to this assignment must correspond with the name as
written upon the face of this Security in every particular, without alteration
or enlargement, or any change whatever.


 


TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED:


 


The undersigned represents and warrants that it is
purchasing this Security for its own account or an account with respect to
which it exercises sole investment discretion and that it and any such account
is a “qualified institutional buyer” within the meaning of Rule 144A under
the Securities Act and is aware that the sale to it is being made in reliance
on Rule 144A and acknowledges that it has received such information
regarding the Company as the undersigned has requested pursuant to Rule 144A
(including the information specified in Rule 144(d)(4)) or has determined
not to request such information and that it is aware that the transferor is
relying upon the undersigned’s foregoing representations in order to claim the
exemption from registration provided by Rule 144A.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  To be signed by an executive officer

  



 


SCHEDULE OF
EXCHANGES FOR DEFINITIVE SECURITIES


 


The following exchanges of a part of this Security in global form for
definitive Securities or of definitive Securities for a part of this Security
in global form have been made:


 


29

















 




	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Principal

  	
   

  	
   

  
	
   

  	
   

  	
  Amount of

  	
   

  	
  Amount of

  	
   

  	
  Amount of

  	
   

  	
  Signature of

  
	
   

  	
   

  	
  decrease in

  	
   

  	
  increase in

  	
   

  	
  this Security

  	
   

  	
  authorized

  
	
   

  	
   

  	
  Principal

  	
   

  	
  Principal

  	
   

  	
  in global form

  	
   

  	
  signatory of

  
	
   

  	
   

  	
  Amount of

  	
   

  	
  Amount of

  	
   

  	
  following such

  	
   

  	
  Trustee or

  
	
  Date of

  	
   

  	
  this Security

  	
   

  	
  this Security

  	
   

  	
  decrease (or

  	
   

  	
  Securities

  
	
  Exchange

  	
   

  	
  in global form

  	
   

  	
  in global form

  	
   

  	
  increase)

  	
   

  	
  Custodian

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


Section 204.  Form of Trustee’s Certificate of
Authentication.


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Securities referred to in the within-mentioned
Indenture.


 


	
   

  	
  U.S. BANK NATIONAL
  ASSOCIATION,

  
	
   

  	
                as
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
                Authorized
  Signatory

  
	
  Dated:

  	
   

  



 


Section 205.  Form of Legend on Restricted Securities.


 


During the period beginning on the Securities Issue
Date with respect to a Security that is not an Exchange Security and ending on
the later of the date occurring one year after such date and the date on which
such Security is Freely Transferable (as such term is defined in the
Registration Rights Agreement), any such Security issued or owned during the
period set forth above, as the case may be, and any Security (other than an
Exchange Security) issued upon registration of transfer of, or in exchange for,
or in lieu of, such Security shall be deemed a “Restricted Security” and shall
be subject to the restrictions on transfer provided in the legend set forth
below; provided, however, that the term “Restricted Security”
shall not include (a) any Security which is issued upon transfer of, or in
exchange for, any Security which is not a Restricted Security or (b) any
Security (other than an Exchange Security) as to which such restrictions on
transfer have been terminated in accordance with Section 314 or (c) any
Exchange Security issued pursuant to an Exchange Offer.  Any Restricted Security shall bear a legend
in substantially the following form:


 


THE SECURITIES HAVE 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, 


 


30

















 


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 AS SET FORTH BELOW. 
BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT
IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT (“RULE 144A”)), OR (B) IT IS NOT A U.S. PERSON AND IS
ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION, (2) AGREES TO OFFER, SELL,
PLEDGE OR OTHERWISE TRANSFER SUCH SECURITY PRIOR TO THE DATE WHICH IS ONE YEAR
AFTER THE DATE OF ORIGINAL ISSUE HEREOF ONLY (A) TO THE COMPANY, (B) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON IT
REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE
144A 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) OUTSIDE THE UNITED STATES PURSUANT TO OFFERS
AND SALES TO NON-U.S. PERSONS IN AN OFFSHORE TRANSACTION PURSUANT TO
REGULATION S UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT OR (E) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY
SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM.


 


Section 206.  Form of Legend for Book-Entry
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 THEREOF.  THIS SECURITY MAY NOT
BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO
TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN
THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR ITS NOMINEE EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


31

















 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK 10041) TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND SUCH
CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE NAME
OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


ARTICLE
THREE



THE SECURITIES


Section 301.  Title and Terms.


 


The aggregate principal amount of Initial Securities
that may be authenticated and delivered under this Indenture is limited to
$844,000,000 and the aggregate principal amount of Exchange Securities and
Additional Securities is unlimited, except, in each case, for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities pursuant to Section 303, 304, 305,
306 or 906.


 


The Initial Securities and the Additional
Securities, if any, shall be known and designated as the “81⁄2% Senior Notes
due 2014” and the Exchange Securities shall be known and designated as the “81⁄2%
Series B Senior Notes due 2014” of the Company.  Their Stated Maturity shall be April 15,
2014, and they shall bear interest at the rate of 81⁄2% per annum (except as otherwise
provided for in the form of Security) from the relevant Securities Issue Date,
or the most recent Interest Payment Date to which interest has been paid or
duly provided for on a given Security or a Security surrendered in exchange for
such Security, as the case may be, payable on the relevant Initial Interest
Payment Date (as defined below) and semiannually thereafter on April 15
and October 15 of each year and at said Stated Maturity, until the
principal thereof is paid or duly provided for. 
The term “Initial Interest Payment Date” means (a) with respect to
any Security other than the Initial Securities, the first April 15 or October 15
occurring after the Securities Issue Date for such Security and (b) with
respect to each Initial Security, April 15, 2009.  The Initial Securities, the Exchange
Securities and any Additional Securities issued hereunder shall rank pari
passu.


 


The principal of and interest on the Securities
shall be payable at the office or agency of the Company maintained for
such purpose in The City of New York, or at such other office or agency of
the Company as may be maintained for such purpose; provided, however,
that, at the option of the Company, cash interest may be paid by check mailed
to addresses of the Persons entitled thereto as such addresses shall appear on
the Security Register.


 


32

















 


The Securities are subject to redemption at
the option of the Company on terms and in the manner set forth in Sections 1101
through 1107 hereof.


 


At the election of the Company, the entire
indebtedness represented by the Securities or certain of the Company’s
obligations and covenants and certain Events of Default thereunder may be
defeased as provided in Article Twelve.


 


The Securities shall be senior unsecured obligations
of the Company and shall rank pari passu
in right of payment with all existing and future unsubordinated indebtedness of
the Company.


 


Section 302.  Denominations.


 


The Securities shall be issuable only in registered
form without coupons and only in minimum denominations of $2,000 and any
integral multiple of $1,000 in excess thereof.


 


Section 303.  Execution, Authentication, Delivery and
Dating.


 


The Securities shall be executed on behalf of
the Company by any one of the following: 
its Chairman, Chief Executive Officer, one of its Vice Chairmen,
its President or one of its Vice Presidents and attested by one of its Vice
Presidents or its Secretary or one of its Assistant Secretaries.  The signature of any of these officers on the
Securities may be manual or facsimile.


 


Securities bearing the manual or facsimile
signatures of individuals who were at any time the proper officers of the
Company shall bind the Company, notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the authentication and delivery
of such Securities or did not hold such offices at the date of such Securities.


 


The Trustee shall (upon Company Order) authenticate
and deliver (a) the Initial Securities for original issue in an aggregate
principal amount of up to $844,000,000, (b) the Exchange Securities for
issue only in a registered Exchange Offer pursuant to the Registration Rights
Agreement for a like principal amount of the Initial Securities or Additional
Securities, if any, and (c) Additional Securities as set forth below.


 


Each Security shall be dated the date of its
authentication.


 


No Security endorsed thereon shall be entitled to
any benefit under this Indenture or be valid or obligatory for any purpose
unless there appears on such Security a certificate of authentication
substantially in the form provided for herein duly executed by the Trustee by
manual signature of one of its duly authorized signatories, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder and is entitled to the benefits of this Indenture.


 


33
















 


In case the Company, pursuant to Article Eight,
shall be consolidated or merged with or into any other Person or shall convey,
transfer, lease or otherwise dispose of substantially all of its properties and
assets to any Person, and the successor Person resulting from such
consolidation, or surviving such merger, or into which the Company shall have
been merged, or the successor Person which shall have received a conveyance,
transfer, Lease or other disposition as aforesaid, shall have executed an
indenture supplemental hereto with the Trustee pursuant to Article Eight,
any of the Securities authenticated or delivered prior to such
consolidation, merger, conveyance, transfer, Lease or other disposition may,
from time to time, at the request of the successor Person, be exchanged for
other Securities executed in the name of the successor Person with such changes
in phraseology and form as may be appropriate, but otherwise in substance of
like tenor as the Securities surrendered for such exchange and of like principal
amount; and the Trustee, upon written order of the successor Person, shall
authenticate and deliver Securities as specified in such request for the
purpose of such exchange.  If Securities
shall at any time be authenticated and delivered in any new name of a successor
Person pursuant to this Section 303 in exchange or substitution for or
upon registration of transfer of any Securities, such successor Person, at the
option of any Holder but without expense to such Holder, shall provide for the
exchange of all Securities at the time Outstanding held by such Holder for
Securities authenticated and delivered in such new name.


 


Except as described below, the Securities shall be
deposited with, or on behalf of, the Depository, and registered in the name of
the Depository or the nominee of the Depository in the form of one or more
global note certificates (each a “Rule 144A Global Security”), for credit
to the respective accounts of the beneficial owners of the Securities
represented thereby.  The Rule 144A Global
Securities shall bear the legend set forth in Section 206 and, in the case
of Restricted Securities, the legend set forth in Section 205.


 


Securities purchased by persons outside the United
States pursuant to sales in accordance with Regulation S under the Securities
Act shall be deposited with, or on behalf of, the Depository, and registered in
the name of the Depository or the nominee of the Depository in the form of one
or more global note certificates (each a “Regulation S Global Security”), for credit
to the respective accounts of the beneficial owners of the Securities
represented thereby (or such other accounts as they may direct), provided
that upon such deposit all such Securities shall be credited to or through
accounts maintained at the Depository by or on behalf of the Euroclear System
or Cedel Bank, S.A.  Securities
represented by a Regulation S Global Security shall not be exchangeable for
Securities in registered definitive form (each a “Physical Security”) until the
expiration of the “40-day restricted period” within the meaning of Rule 903(c)(3) of
Regulation S under the Securities Act. 
The Regulation S Global Securities shall bear the legend set forth in Section 206
and, in the case of Restricted Securities, the legend set forth in Section 205.


 


The
Company may, subject to Article Ten of this Indenture and applicable law,
issue under this Indenture Additional Securities and Exchange Securities
therefor; provided, however, that the Company may not issue any
Additional Securities if an Event of Default with respect to any Outstanding
Securities shall have occurred and be continuing at the time of such 


 


34

















 


issuance.  All Securities issued under this Indenture
shall be treated as a single class for all purposes under this Indenture.


 


Section 304.  Temporary Securities.


 


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


 


If temporary Securities are issued, the Company
shall cause definitive Securities to be prepared without unreasonable
delay.  After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities at the office
or agency of the Company designated for such purpose pursuant to Section 1002,
without charge to the Holder.  Upon
surrender for cancellation of any one or more temporary Securities, the Company
shall execute and the Trustee shall authenticate and deliver in exchange therefor
a like principal amount of definitive Securities of authorized
denominations.  Until so exchanged, the
temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities.


 


Section 305.  Registration, Registration of Transfer and
Exchange.


 


The Company shall cause to be kept at the Corporate
Trust Office of the Trustee a register (the register maintained in such office
and in any other office or agency designated pursuant to Section 1002
being herein sometimes referred to as the “Security Register”) in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Securities and of transfers of Securities.  The Trustee is hereby initially appointed “Security
Registrar” for the purpose of registering Securities and transfers of
Securities as herein provided.  Such
Security Register shall distinguish between Initial Securities, Exchange
Securities and Additional Securities.


 


Except as otherwise described in this Article Three,
upon surrender for registration of transfer of any Security at the office or
agency of the Company designated pursuant to Section 1002 for such
purpose, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of any authorized denomination or denominations and of a like
aggregate principal amount.


 


At the option of the Holder, Securities may be
exchanged for other Securities of any authorized denomination or denominations
and of a like aggregate principal amount upon surrender of the Securities to be
exchanged at such office or agency. 
Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and 


 


35

















 


deliver, the Securities
which the Holder making the exchange is entitled to receive; provided
that no exchange of Initial Securities or Additional Securities for Exchange
Securities shall occur until an Exchange Offer Registration Statement shall
have been declared effective by the Commission, the Trustee shall have received
an Officers’ Certificate confirming that the Exchange Offer Registration
Statement has been declared effective by the Commission and the Initial
Securities or Additional Securities to be exchanged for the Exchange Securities
shall be canceled by the Trustee.


 


All Securities issued upon any registration of
transfer or exchange of Securities shall be the valid obligations of the
Company, evidencing the same debt, and (subject to the provisions in the
Initial Securities regarding the payment of additional interest) entitled to
the same benefits under this Indenture, as the Securities surrendered upon such
registration of transfer or exchange.


 


Every Security presented or surrendered for registration of transfer,
or for exchange, shall (if so required by the Company or the Security
Registrar) be duly endorsed, or be accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar, duly
executed by the Holder thereof or his attorney duly authorized in writing.


 


Every Restricted Security shall be subject to, and
no transfer shall be made other than in accordance with, the restrictions on
transfer provided in the legend set forth on the form of the face of each
Restricted Security and the restrictions set forth in this Article Three,
and the Holder of each Restricted Security, by such Holder’s acceptance
thereof, agrees to be bound by such restrictions on transfer.


 


The Security Registrar shall notify the Company of
any proposed transfer of a Restricted Security to any Person.


 


No service charge shall be made for any registration
of transfer or exchange of Securities, but the Company may require payment of a
sum sufficient to pay all documentary, stamp or similar issue or transfer taxes
or other governmental charges that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 303, 304 or 906 not involving any transfer.


 


The Company shall not be required to issue, register
the transfer of or exchange any Security during a period beginning at the
opening of business 15 days before an Interest Payment Date and ending on the
close of business on such Interest Payment Date.


 


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 Agent Members or beneficial owners of interests in any Global
Security) other than to require delivery of such certificates and other
documentation or evidence as are expressly required 


 


36

















 


by, and to do so if and when
expressly required by the terms of, this Indenture, and to examine the same to
determine substantial compliance as to form with the express requirements
hereof.


 


Section 306.  Mutilated, Destroyed, Lost and Stolen
Securities.


 


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


 


In case any such mutilated, destroyed, lost or
stolen Security has become or is about to become due and payable, the Company
in its discretion may, instead of issuing a replacement Security, pay such
Security.


 


Upon the issuance of any replacement Securities under this Section 306,
the Company may require the payment of a sum sufficient to pay all documentary,
stamp or similar issue or transfer taxes or other governmental charges that may
be imposed in relation thereto and any other expenses (including the fees and
expenses of the Trustee) connected therewith.


 


Every replacement Security issued pursuant to this Section 306
in lieu of any destroyed, lost or stolen Security shall constitute a
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all benefits of this Indenture equally and proportionately with any
and all other Securities duly issued hereunder.


 


The provisions of this Section 306 are
exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities.


 


Section 307.  Payment of Interest; Interest Rights
Preserved.


 


Interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be
paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.


 


Any interest on any Security which is payable, but
is not punctually paid or duly provided for, on any Interest Payment Date and
interest on such defaulted interest at the interest 


 


37

















 


rate borne by the Securities, to the extent lawful
(such defaulted interest and interest thereon herein collectively called “Defaulted
Interest”), shall forthwith cease to be payable to the Holder on the relevant
Regular Record Date by virtue of having been such Holder; and such Defaulted
Interest may be paid by the Company, at its election in each case, as provided
in Subsection (a) or (b) below:


 


(a)           The Company may elect to
make payment of any Defaulted Interest to the Persons in whose names the
Securities (or their respective Predecessor Securities) are registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner.  The Company shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on each
Security and the date of the proposed payment, and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this
Subsection provided.  Thereupon the
Trustee shall fix a Special Record Date for the payment of such Defaulted Interest
that shall be not more than 15 days and not less than 10 days prior to the date
of the proposed payment and not less than 10 days after the receipt by the
Trustee of the notice of the proposed payment. 
The Trustee shall promptly notify the Company of such Special
Record Date.  In the name and at the
expense of the Company, the Trustee shall cause notice of the proposed payment
of such Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to each Holder at his address as it appears in the
Security Register, not less than 10 days prior to such Special Record
Date.  Notice of the proposed payment of
such Defaulted Interest and the Special Record Date therefor having been so
mailed, such Defaulted Interest shall be paid to the Persons in whose names the
Securities (or their respective Predecessor Securities) are registered at the
close of business on such Special Record Date and shall no longer be payable
pursuant to the following Subsection (b).


 


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


 


Subject to the foregoing provisions of this Section 307,
each Security delivered under this Indenture upon registration of transfer of
or in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.


 


38

















 


Section 308.  Persons Deemed Owners.


 


Prior to the time of due presentment for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name any Security is registered as
the owner of such Security for the purpose of receiving payment of principal of
and (subject to Section 307) interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.


 


Section 309.  Cancellation.


 


All Securities surrendered for payment, registration
of transfer or exchange shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee and shall be promptly canceled by it.  The Company may at any time deliver to the
Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and all
Securities so delivered shall be promptly canceled by the Trustee.  No Securities shall be authenticated in lieu
of or in exchange for any Securities canceled as provided in this Section 309,
except as expressly permitted by this Indenture.  All canceled Securities held by the Trustee
shall be disposed of by the Trustee in accordance with its customary
procedures.


 


Section 310.  Computation of Interest.


 


Interest on the Securities shall be computed on the
basis of a 360-day year of twelve 30-day months.


 


Section 311.  Registration Rights of Holders of Initial
Securities.


 


Pursuant to the terms of the Registration Rights
Agreement, holders of Initial Securities and holders of Additional Securities,
if any, shall be entitled to the benefits of the Registration Rights Agreement.


 


Section 312.  ISIN and CUSIP Numbers.


 


The Company in issuing the Securities may use “ISIN”
and “CUSIP” numbers (if then generally in use) in addition to serial numbers,
and, if so, the Trustee shall use such “ISIN” and  “CUSIP” numbers in addition to serial numbers
in notices of repurchase as a convenience to Holders; provided that any
such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Securities or as contained in any notice
of a repurchase and that reliance may be placed only on the serial or other
identification numbers printed on the Securities, and any such repurchase shall
not be affected by any defect in or omission of such “ISIN” or “CUSIP”
numbers.  The Company shall promptly
notify the Trustee in writing of any change in the “ISIN” or “CUSIP” numbers.


 


39

















 


Section 313.  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 Section 206 and, in the case of Restricted
Securities in the form of Global Securities, Section 205.


 


Members of, or participants in, the Depository (“Agent
Members”) 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 the Depository or impair, as between the Depository
and its Agent Members, 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 a Rule 144A
Global Security may be transferred or exchanged for interests in a Regulation S
Global Security, and interests of beneficial owners in a Regulation S Global
Security may be transferred or exchanged for interests in a Rule 144A
Global Security, in each case in accordance with the rules and procedures
of the Depository and the provisions of Section 314.  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 314.


 


In addition, Physical Securities shall be
transferred to all beneficial owners in exchange for their beneficial interests
in a Global Security if (i) the Depository notifies the Company that it is
unwilling or unable to continue as a depository for such Global Security or if
at any time the Depository ceases to be a clearing agency registered under the
Exchange Act, and a successor depository is not appointed by the Company within
90 days, (ii) there shall have occurred and be continuing an Event of
Default with respect to the Securities represented by such Global Security or (iii) the
Company at any time determines not to have Securities represented by a Global
Security.


 


Except as provided above, any Security authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu
of, any Global Security, whether pursuant to this Section 313, Section 304,
305, 306 or 906 or otherwise, shall also be a Global Security and bear the
legend specified in Section 206.


 


(c)           In connection with any
transfer or exchange of a portion of the beneficial interest in any Global
Security to beneficial owners pursuant to paragraph (b), the Security 


 


40

















 


Registrar shall (if one or more Physical
Securities are to be issued) reflect on its books and records the date and a
decrease in the principal amount of the Global Security in an amount equal to
the principal amount of the beneficial interest in the Global Security to be
transferred, and the Company shall execute, and the Trustee shall authenticate
and deliver, one or more Physical Securities of like tenor and principal amount
of authorized denominations.


 


(d)           In connection with the
transfer of Global Securities as an entirety to beneficial owners pursuant to
paragraph (b), the Global Securities shall be deemed to be surrendered to the
Trustee for cancellation, and the Company shall execute, and the Trustee shall
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 like tenor of authorized
denominations.


 


(e)           Any Physical Security delivered in exchange for an
interest in a Global Security pursuant to paragraph (b) or (c) of
this Section 313 shall, except as otherwise provided by clause (1)(x) of
paragraph (a) and by paragraph (d) of Section 314, bear the
legend set forth in Section 205.


 


(f)            The Holder of any Global Security may grant proxies
and otherwise authorize any person, including Agent Members and persons that
may hold interests through Agent Members, to take any action that a Holder is
entitled to take under this Indenture or the Securities.


 


Section 314.  Special Transfer Provisions.


 


(a)           Transfers to Non-U.S. Persons.  The following provisions shall apply with
respect to the registration of any proposed transfer of a Restricted Security
to any non-U.S. person:


 


(i)            the Security Registrar shall
register the transfer of any Restricted Security if (x) the requested
transfer is not prior to the later of the date which is one year (or such other
period as may be prescribed by Rule 144 under the Securities Act or any
successor provision thereunder) after the later of the original issue date of
such Security (or of any Predecessor Security) or  the date on which such Security is Freely
Transferable or (y) the proposed transferee has checked the box provided
for on the form of Security stating, and has provided to the Security Registrar
such certifications, opinions and other information as the Security Registrar
may (and, if so directed by the Company, shall) require, stating that such
Security is being transferred pursuant to offers and sales to non-U.S. persons
that occur outside the United States within the meaning of Regulation S under
the Securities Act; and


 


(ii)           the Security Registrar shall
register the transfer of any Restricted Security if the proposed transferor is
an Agent Member holding a beneficial interest in a Rule 144A Global Security,
upon receipt by the Security Registrar of (x) the certificate, if any, 


 


41

















 


required by paragraph (i) above
and (y) instructions given in accordance with the Depository’s and the
Security Registrar’s procedures;


 


whereupon the Security Registrar shall
reflect on its books and records the date of such transfer and (A) (if the
transfer involves a transfer of a beneficial interest in a Rule 144A
Global Security) a decrease in the principal amount of such Rule 144A
Global Security in an amount equal to the principal amount to be transferred
and (B) an increase in the principal amount of a Regulation S Global
Security in an amount equal to the principal amount to be transferred.


 


(b)           Transfers to QIBs.  The following provisions shall apply with
respect to the registration of any proposed transfer of a Restricted Security
to a person purporting to be a QIB (excluding transfers to non-U.S. persons):


 


(i)            the Security Registrar shall
register the transfer of any Restricted Security if such transfer is being made
by a proposed transferor who has checked the box provided for on the form of
Security stating, or who has otherwise advised the Company and the Security
Registrar in writing, that the transfer has been made in compliance with the
exemption from registration under the Securities Act provided under Rule 144A
to a transferee who has signed the certification provided for on the form of
Security stating, or has otherwise advised the Company and the Security Registrar
in writing, that such transferee represents and warrants that it is purchasing
the Security for its own account or an account with respect to which it
exercises sole investment discretion and that each of it and any such account
is a QIB within the meaning of Rule 144A and is aware that the sale to it
is being made in reliance on Rule 144A and acknowledges that it has
received such information regarding the Company as it has requested pursuant to
Rule 144A or has determined not to request such information and that it is
aware that the transferor is relying upon the foregoing representations in
order to claim the exemption from registration provided by Rule 144A; and


 


(ii)           the Security Registrar shall
register the transfer of any Restricted Security if the proposed transferee is
an Agent Member, and the Securities to be transferred consist of Physical
Securities which after transfer are to be evidenced by an interest in the Rule 144A
Global Security, upon receipt by the Security Registrar of instructions given
in accordance with the Depository’s and the Security Registrar’s procedures,
the Security Registrar shall reflect on the Security Register the date and an
increase in the principal amount of the Rule 144A Global Security in an
amount equal to the principal amount of the Physical Securities to be
transferred, and the Trustee shall cancel the Physical Securities so
transferred.


 


(c)           Other Transfers.  If a Holder proposes to transfer a Security
pursuant to any exemption from the registration requirements of the Securities
Act other than as provided for by Sections 314(a) and 314(b), the Security
Registrar shall only register such transfer or exchange if such transferor
delivers to the Security Registrar and the Trustee an Opinion of Counsel 


 


42

















 


satisfactory to the Company and the Security Registrar that such
transfer is in compliance with the Securities Act and the terms of this
Indenture; provided that the Company may, based upon the opinion of its
counsel, instruct the Security Registrar by a Company Order not to register
such transfer in any case where the proposed transferee is not a QIB or a
non-U.S. person.


 


(d)           Private Placement Legend.  Upon the registration of transfer, exchange
or replacement of Restricted Securities, the Security Registrar shall deliver
only Securities that bear the legend set forth in Section 205 unless the
circumstances contemplated by clause (a)(1)(x) of this Section 314
exist.  By its acceptance of any Security
bearing the legend set forth in Section 205, each Holder of such a
Security acknowledges the restrictions on transfer of such Security set forth
in this Indenture and in such legend and agrees that it shall transfer such
Security only as provided in this Indenture.


 


The Security Registrar shall retain copies of all
letters, notices and other written communications received pursuant to Section 313
or this Section 314 for a period of two years, after which time such
letters, notices and other written communications shall at the written request
of the Company be delivered to the Company. 
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 prior written notice to the Security Registrar.


 


(e)           Termination of Restrictions.  The restrictions imposed by this Section 314
upon the transferability of any particular Restricted Security shall cease and
terminate (i) on the later of the date occurring one year after the
Securities Issue Date with respect to such Restricted Security (or any
Predecessor Security of such Restricted Security) and the date on which such
Security is Freely Transferable or (ii) (if earlier) if and when such
Restricted Security has been sold pursuant to an effective registration
statement under the Securities Act.  Any
Restricted Security as to which such restrictions on transfer shall have
expired in accordance with their terms or shall have terminated may, upon
surrender of such Restricted Security for exchange to the Trustee or any
transfer agent in accordance with the provisions of Section 305, be
exchanged for a new Initial Security or any Additional Security, as the case
may be, of like tenor and aggregate principal amount, which shall not bear the
restrictive legend required by Section 205.  The Company shall inform the Trustee in
writing of (i) the effective date of any registration statement
registering the Initial Securities or any Additional Security, as the case may
be, under the Securities Act and (ii) at the request of the Trustee, the
date which is one year after the last date on which the Company or any
Affiliate of the Company was the owner of a Restricted Security in the event
that an Exchange Offer has not been consummated.


 


43
















 


ARTICLE FOUR



SATISFACTION AND DISCHARGE


 


Section 401.  Satisfaction and Discharge of Indenture.


 


This Indenture shall, upon Company Request, cease
to be of further effect (except as to surviving rights of registration of
transfer or exchange of Securities herein expressly provided for) and the
Trustee, on demand of and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture, when


 


(a)           either


 


(i)            all Securities
theretofore authenticated and delivered (other than (A) Securities which
have been destroyed, lost or stolen and which have been replaced or paid as
provided in Section 306 and (B) 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, as
provided in Section 1003) have been delivered to the Trustee for
cancellation; or


 


(ii)           all such
Securities not theretofore delivered to the Trustee for cancellation


 


(A)          have become due
and payable, or


 


(B)           will become due
and payable within one year,


 


and
the Company, in the case of (A) or (B) above, has irrevocably
deposited or caused to be deposited with the Trustee as trust funds in trust
for the purpose an amount sufficient to pay and discharge the entire
indebtedness on such Securities not theretofore delivered to the Trustee for
cancellation, for principal and interest to the date of such deposit (in the
case of Securities which have become due and payable) or to the Stated
Maturity;


 


(b)           the Company has paid or
caused to be paid all other sums payable hereunder by the Company; and


 


(c)           the Company has delivered to
the Trustee an Officers’ Certificate and an Opinion of Counsel each stating
that all conditions precedent herein provided for relating to the satisfaction
and discharge of this Indenture have been complied with.


 


Notwithstanding the satisfaction and
discharge of this Indenture, the obligations of the Company to the Trustee
under Section 606 and, if money shall have been deposited with the Trustee
pursuant to subclause (ii) of Subsection (a) of this Section 401,
the obligations of the Trustee under 


 


44

















 


Section 402 and the last paragraph of Section 1003
shall survive such satisfaction and discharge.


 


Section 402.  Application of Trust Money.


 


Subject to the provisions of the last paragraph of Section 1003,
all money deposited with the Trustee pursuant to Section 401 shall be held
in trust and applied by it, in accordance with the provisions of the Securities
and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as Paying Agent) as the Trustee may determine, to
the Persons entitled thereto, of the principal and interest for whose payment
such money has been deposited with the Trustee.


 


ARTICLE FIVE



REMEDIES


 


Section 501.  Events of Default.


 


An “Event of Default” occurs if:


 


(a)           the Company defaults in the
payment of interest on any Security when the same becomes due and payable and
such default continues for a period of 30 days;


 


(b)           the Company defaults in the
payment of the principal of any Security when the same becomes due and
payable at maturity, upon acceleration or otherwise;


 


(c)           the Company fails to comply
with any of its other agreements or covenants in, or provisions of, the
Securities or this Indenture, and the Default continues for the period and
after the notice, if any, specified below;


 


(d)           a default occurs under any
mortgage, indenture or instrument under which there may be issued or by which
there may be secured or evidenced any Indebtedness for money borrowed by the
Company or one of its Restricted Subsidiaries (or the payment of which is
guaranteed by the Company or one of its Restricted Subsidiaries), whether such
Indebtedness or guarantee now exists or shall be created hereafter (but
excluding any Indebtedness for the deferred purchase price of property or
services owed to the Person providing such property or services as to which the
Company or such Restricted Subsidiary is contesting its obligation to pay the
same in good faith and by proper proceedings and for which the Company or such
Restricted Subsidiary has established appropriate reserves), and (i) either
(A) such event of default results from the failure to pay any such
Indebtedness at final maturity or (B) as a result of such event of default
the maturity of such Indebtedness has been accelerated prior to its expressed
maturity and (ii) the principal amount of such Indebtedness equals
$10,000,000 or more or, together with the principal amount of any such
Indebtedness in default for failure to pay principal at maturity or the
maturity of which has been so accelerated, aggregates $10,000,000 or more;


 


45

















 


(e)           a final judgment or final
judgments for the payment of money are entered by a court or courts of
competent jurisdiction against the Company or any Restricted Subsidiary and
either (i) an enforcement proceeding shall have been commenced by any
creditor upon such judgment or (ii) such judgment remains undischarged and
unbonded for a period (during which execution shall not be effectively stayed)
of 60 days, provided that the aggregate of all such judgments exceeds
$10,000,000;


 


(f)            the Company pursuant to or
within the meaning of any Bankruptcy Law:


 


(i)            commences a
voluntary case or proceeding,


 


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


 


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


 


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


 


(v)           admits in
writing that it generally is unable to pay its debts as the same become due; or


 


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


 


(i)            is for relief
against the Company in an involuntary case or proceeding,


 


(ii)           appoints a
Custodian of the Company or for all or substantially all of its property, or


 


(iii)          orders the
liquidation of the Company;


 


and
in each case the order or decree remains unstayed and in effect for 60 days.


 


The term “Bankruptcy Law” means Title 11, U.S. Code
or any similar Federal or state law for the relief of debtors.  The term “Custodian” means any receiver,
trustee, assignee, liquidator, sequestrator or similar official under any
Bankruptcy Law.


 


A Default under Section 501(c) is not an
Event of Default until the Trustee notifies the Company in writing, or the
Holders of at least 25% in principal amount of the Securities then Outstanding
notify the Company and the Trustee in writing, of the Default, and the Company
does not cure the Default within 60 days (30 days in the case of a Default
under Section 801 or 1004) 


 


46

















 


after receipt of the
notice.  The notice must specify the
Default, demand that it be remedied and state that the notice is a “Notice
of Default.”  Such notice to the Company
shall be given by the Trustee if so requested in writing by the Holders of 25%
of the principal amount of the Securities then Outstanding.


 


Section 502.  Acceleration of Maturity; Rescission.


 


If an Event of Default (other than an Event of
Default specified in Section 501(f) or 501(g)) occurs and is
continuing, the Trustee or the Holders of at least 25% of the principal amount
of the Initial Securities, Exchange Securities and any Additional Securities
then Outstanding, voting together as a single class, by written notice to the
Company and the agents, if any, under the Bank Credit Agreement (and to the
Trustee if such notice is given by the Holders), may, and the Trustee at the
request of such Holders shall, declare all unpaid principal of and accrued
interest on all the Securities to be due and payable, as specified below.  Upon a declaration of acceleration, such
principal and accrued interest shall be due and payable 10 days after
receipt by the Company of such written notice given hereunder.  If an Event of Default specified in Section 501(f) or
501(g) with respect to the Company occurs, the amounts described above
shall ipso  facto become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any
Holder.  Upon payment of such principal
and interest, all of the Company’s obligations under the Securities and this
Indenture, other than obligations under Section 606, shall terminate.


 


The Holders of at least a majority in principal
amount of the Securities then Outstanding, voting together as a single class,
by written notice to the Trustee, may rescind an acceleration and its
consequences if (i) all existing Events of Default, other than the
non-payment of principal of or interest on the Securities which have become due
solely because of the acceleration, have been cured or waived and (ii) the
rescission would not conflict with any judgment or decree of a court of
competent jurisdiction.


 


Notwithstanding the preceding paragraph, in the
event of a declaration of acceleration in respect of the Securities because an
Event of Default specified in Section 501(d) shall have occurred and
be continuing, such declaration of acceleration shall be automatically annulled
if the Indebtedness that is the subject of such Event of Default has been
discharged or the holders thereof have rescinded their declaration of
acceleration in respect of such Indebtedness, and written notice of such
discharge or rescission, as the case may be, shall have been given to the
Trustee by the Company and countersigned by the holders of such Indebtedness or
a trustee, fiduciary or agent for such holders, within 30 days after such
declaration of acceleration in respect of the Securities, and no other Event of
Default has occurred during such 30-day period which has not been cured or
waived during such period.


 


Notices by the Trustee to the agents under the Bank
Credit Agreement provided for herein shall be delivered or mailed to Bank
of America, N.A., One Independence Center, 101 North Tryon Street, Charlotte,
North Carolina, 28255, Attention: Agency Management; and to any other person
who hereafter becomes an agent under the Bank Credit Agreement, provided the 


 


47

















 


Trustee has been notified by
the Company or the Banks of the names and mailing addresses of such persons.


 


Section 503.  Collection of Indebtedness and Suits for
Enforcement by Trustee.


 


The Company covenants that if


 


(a)           default is made in the
payment of any interest on any Security when such interest becomes due and
payable and such default continues for a period of 30 days, or


 


(b)           default is made in the
payment of the principal of any Security at the Maturity thereof,


the Company shall, upon demand of the
Trustee, pay to it, for the benefit of the Holders of such Securities, the
whole amount then due and payable on such Securities for principal and
interest, with interest upon the overdue principal and, to the extent that
payment of such interest shall be legally enforceable, upon overdue
installments of interest, at the rate borne by the Securities; and, in addition
thereto, 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.


 


If the Company fails to pay such amounts forthwith
upon such demand, the Trustee, in its own name and as trustee of an express
trust, may institute a judicial proceeding for the collection of the sums
so due and unpaid and may prosecute such proceeding to judgment or final decree,
and may enforce the same against the Company or any other obligor upon the
Securities and collect the moneys adjudged or decreed to be payable in the
manner provided by law out of the property of the Company or any other obligor
upon the Securities, wherever situated.


 


If an Event of Default occurs and is continuing, the
Trustee may in its discretion proceed to protect and enforce its rights and the
rights of the Holders under this Indenture by such appropriate private or
judicial proceedings as the Trustee shall deem most effectual to protect and
enforce such rights.


 


48

















 


Section 504.  Trustee May File Proofs of Claim.


 


In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,


 


(a)           to file and prove a claim
for the whole amount of principal and interest owing and unpaid in respect of
the Securities and to file such 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 of the Holders allowed in such judicial
proceeding, and


 


(b)           to collect and receive any
moneys or other property payable or deliverable on any such claims and
to distribute the same; and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or similar official in any such judicial proceeding is
hereby authorized by each Holder to make such payments to the Trustee and, in
the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay the Trustee any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section 606.


 


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 proposal, plan of reorganization, arrangement, adjustment or
composition or other similar arrangement 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.


 


Section 505.  Trustee May Enforce Claims Without
Possession of Securities.


 


All rights of action and claims under this Indenture
or the Securities may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee shall be
brought in its own name and as trustee of an express trust, and any recovery of
judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the Holders of the Securities in
respect of which such judgment has been recovered.


 


49

















 


Section 506.  Application of Money Collected.


 


Any money collected by the Trustee pursuant to this Article shall
be applied in the following order, at the date or dates fixed by the Trustee
and, in case of the distribution of such money on account of principal or
interest, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:


 


FIRST:  To the payment of all
amounts due the Trustee under Section 606;


 


SECOND:  To the payment of the
amounts then due and unpaid upon the Securities for principal and interest, in
respect of which or for the benefit of which such money has been collected,
ratably, without preference or priority of any kind, according to the amounts
due and payable on such Securities for principal and interest; and


 


THIRD:  The balance, if any, to
the Company.


 


Section 507.  Limitation on Suits.


 


No Holder of any Securities shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture
or the Securities, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless


 


(a)           such Holder has previously
given written notice to the Trustee of a continuing Event of Default;


 


(b)           the Holders of not less than
25% in principal amount of the Securities then Outstanding, voting together as
a single class, shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee
hereunder;


 


(c)           such Holder or Holders have
offered to the Trustee indemnity reasonably satisfactory to it against the
costs, expenses and liabilities to be incurred in compliance with such request;


 


(d)           the Trustee for 60 days
after its receipt of such notice, request and offer of indemnity has failed to
institute any such proceeding; and


 


(e)           no direction inconsistent
with such written request has been given to the Trustee during such 60-day
period by the Holders of a majority in principal amount of the Outstanding
Securities;


 


it being understood and intended that no one
or more Holders shall have any right in any manner 


 


50

















 


whatever by virtue of, or by availing of, any
provision of this Indenture to affect, disturb or prejudice the rights of any
other Holders, or to obtain or to seek to obtain priority or preference over
any other Holders or to enforce any right under this Indenture except in the
manner provided in this Indenture and for the equal and ratable benefit of all
the Holders.


 


Section 508.  Unconditional Right of Holders to Receive
Principal and Interest.


 


Notwithstanding any other provision in this
Indenture, the Holder of any Security shall have the right, which is absolute
and unconditional, to receive payment of the principal of and (subject to Section 307)
interest on such Security on the respective due dates expressed in such
Security and to institute suit for the enforcement of any such payment, and
such rights shall not be impaired without the consent of such Holder.


 


Section 509.  Restoration of Rights and Remedies.


 


If the Trustee or any Holder has instituted any
proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such
case the Company, the Trustee and the Holders shall, subject to any
determination in such proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding had been
instituted.


 


Section 510.  Rights and Remedies Cumulative.


 


Except as provided in Section 306, no right or
remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or 
remedy, and every right and remedy shall, to the extent permitted by
law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.


 


Section 511.  Delay or Omission Not Waiver.


 


No delay or omission of the Trustee or of any Holder
of any Security to exercise any right or remedy accruing upon any Event of
Default shall impair any such right or remedy or constitute a waiver of any
such Event of Default or an acquiescence therein.  Every right and remedy given by this Article or
by law to the Trustee or to the Holders may be exercised from time to time, and
as often as may be deemed expedient, by the Trustee or by the Holders, as the
case may be.


 


51
















 


Section 512.  Control by Holders.


 


The Holders of a majority in principal amount of the
Securities then Outstanding, voting together as a single class, shall have the
right to 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
the Trustee, provided that


 


(a)           such direction shall not be
in conflict with any rule of law or with this Indenture or expose the
Trustee to personal liability, and


 


(b)           subject to the provisions of
Trust Indenture Act Section 315, the Trustee may take any other action
deemed proper by the Trustee that is not inconsistent with such direction.


 


Section 513.  Waiver of Past Defaults.


 


The Holders of a majority in principal amount of the
Securities then Outstanding, voting together as a single class, may on behalf
of the Holders of all the Securities waive any past Default or Event of Default
hereunder and its consequences, except a Default or Event of Default


 


(a)           in the payment of the principal
of or interest on any Security, or


 


(b)           in respect of a covenant or
provision hereof which under Article Nine cannot be modified or amended
without the consent of the Holder of each Outstanding Security affected.


 


Upon any such waiver, such default shall cease to
exist, and any Event of Default arising therefrom shall be deemed to have been
cured, for every purpose of this Indenture; but no such waiver shall extend to
any subsequent or other default or impair any right consequent thereon.


 


Section 514.  Undertaking for Costs.


 


All parties to this Indenture agree, and each Holder
of any Security by his acceptance thereof shall be deemed to have agreed, that
any court may in its discretion require, 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, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys’ fees and expenses, against any party litigant in such suit, having
due regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section 514 shall not apply to
any suit instituted by the Trustee, to any suit instituted by any Holder, or
group of Holders, holding in the aggregate more than 10% in principal amount of
the Securities then Outstanding, voting together as a single class, or to any suit
instituted by any Holder for the enforcement of the payment of the principal of



 


52

















 


or interest on any Security
on or after the respective Stated Maturities expressed in such Security; provided
that neither this Section 514 nor the Trust Indenture Act shall be deemed
to authorize any court to require such an undertaking or to make such an
assessment in any suit instituted by the Company.


 


Section 515.  Waiver of Stay, Extension or Usury Laws.


 


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


 


ARTICLE SIX



THE TRUSTEE


 


Section 601.  Certain Duties and Responsibilities.


 


(a)           Except during
the continuance of an Event of Default,


 


(i)            the Trustee
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture, and no implied covenants or obligations shall be read
into this Indenture against the Trustee; and


 


(ii)           in the absence
of bad faith on its part, the Trustee may conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture; but in the case of any such certificates or
opinions which by any provision hereof are specifically required to be
furnished to the Trustee, the Trustee shall be under a duty to examine the same
to determine whether or not they conform to the requirements of this Indenture
(but need not confirm or investigate the accuracy of mathematical calculations
or other facts stated therein).


 


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


 


(c)           No provision of this
Indenture shall be construed to relieve the Trustee from liability for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, 


 


53

















 


except that


 


(i)            this Subsection
shall not be construed to limit the effect of clause (a) of this Section;


 


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


 


(iii)          the Trustee
shall not be liable with respect to any action taken or omitted to be taken by
it in good faith in accordance with the direction of the Holders of a majority
in principal amount of the Outstanding Securities relating to the time, method
and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred upon the Trustee, under this
Indenture with respect to the Securities; and


 


(iv)          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 in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.


 


(d)           Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of
this Section.


 


Section 602.  Certain Rights of Trustee.


 


Subject to the provisions of Trust Indenture Act
Sections 315(a) through 315(d):


 


(a)           the Trustee may conclusively
rely and shall be fully protected in acting or refraining from acting upon any
resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document (whether in its original or facsimile
form) believed by it to be genuine and to have been signed or presented by the
proper party or parties;


 


(b)           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;


 


(c)           whenever in the
administration of this Indenture the Trustee shall deem it desirable that a
matter be proved or established prior to taking, suffering or omitting any 


 


54

















 


action hereunder, the
Trustee (unless other evidence be herein specifically prescribed) may, in the
absence of bad faith on its part, rely upon an Officers’ Certificate;


 


(d)           the Trustee may consult with
counsel of its selection and the advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon;


 


(e)           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 security or
indemnity reasonably satisfactory to it against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction;


 


(f)            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 at the expense of
the Company and shall incur no liability or additional liability of any kind by
reason of such inquiry or investigation;


 


(g)           the Trustee may execute any
of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys and the Trustee shall not be
responsible for any misconduct or negligence on the part of any agent or
attorney appointed with due care by it hereunder;


 


(h)           the Trustee shall not be liable
for any action taken, suffered, or omitted to be taken by it in good faith and
reasonably believed by it to be authorized or within the discretion or rights
or powers conferred upon it by this Indenture;


 


(i)            in no event shall the
Trustee be responsible or liable for special, indirect, or consequential loss
or damage of any kind whatsoever (including, but not limited to, loss of
profit) irrespective of whether the Trustee has been advised of the likelihood
of such loss or damage and regardless of the form of action;


 


(j)            the Trustee shall not be
deemed to have notice of any Default or Event of Default unless a Responsible
Officer of the Trustee has actual knowledge thereof or unless written notice of
any event which is in fact such a default is received by the Trustee at the
Corporate Trust Office of the Trustee, and such notice references the
Securities and this Indenture;


 


55

















 


(k)           the rights, privileges,
protections, immunities and benefits given to the Trustee, including, without
limitation, its right to be indemnified, are extended to, and shall be
enforceable by, the Trustee in each of its capacities hereunder, and each
agent, custodian and other Person employed to act hereunder; and


 


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


 


Section 603.  Not Responsible for Recitals or Issuance of
Securities.


 


The recitals contained herein and in the Securities,
except the Trustee’s certificates of authentication, shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for their
correctness.  The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities.  The Trustee shall not be
accountable for the use or application by the Company of Securities or the
proceeds thereof, except that the Trustee represents that it is duly authorized
to execute and deliver this Indenture, authenticate the Securities and perform
its obligations hereunder and that the statements to be made by it in a
Statement of Eligibility on Form T-1 supplied to the Company are true and
accurate, subject to the qualifications set forth therein.


 


Section 604.  May Hold Securities.


 


The Trustee, any Paying Agent, Security Registrar or
any other agent of the Company, in its individual or any other capacity, may
become the owner or pledgee of Securities and, subject to Trust Indenture Act
Sections 310(b) and 311, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Paying Agent, Security Registrar
or such other agent.


 


Section 605.  Money Held in Trust.


 


Money held by the Trustee in trust hereunder need
not be segregated from other funds except to the extent required by law.  The Trustee shall be under no liability
for interest on any money received by it hereunder except as otherwise
agreed in writing with the Company.


 


Section 606.  Compensation and Reimbursement.


 


The Company agrees:


 


(a)           to pay to the Trustee from
time to time such compensation as shall be agreed to in writing between the
Company and the Trustee for all services rendered by it hereunder (which
compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust);


 


56

















 


(b)           except as otherwise
expressly provided herein, to reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Trustee
in accordance with any provision of this Indenture (including the reasonable
compensation and the expenses and disbursements of its agents and counsel),
except any such expense, disbursement or advance as shall have been caused by
its negligence or willful misconduct; and


 


(c)           to indemnify each of the
Trustee or any predecessor Trustee for, and to hold it harmless against, any
and all loss, damage, claim, liability or expense including taxes (other than
taxes based on the income of the Trustee) incurred without negligence or
willful misconduct on its part, arising out of or in connection with the
acceptance or administration of this trust, including the costs and expenses of
defending itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder.


 


As security for the performance of the obligations
of the Company under this Section 606, the Trustee shall have a Lien prior
to the Securities upon all property and funds held or collected by the Trustee
as such, except funds held in trust for the benefit of Holders of particular
Securities.


 


When the Trustee incurs expenses or renders services
in connection with an Event of Default specified in Section 501(f) or
501(g), the expenses (including the reasonable charges and expenses of its
counsel) and the compensation for the services shall be intended to constitute
expenses of administration under any Bankruptcy Law.


 


The provisions of this Section 606 shall
survive the termination of this Indenture.


 


Section 607.  Conflicting Interests.


 


The Trustee shall comply with the provisions
of Section 310(b) of the Trust Indenture Act.


 


Section 608.  Corporate Trustee Required; Eligibility.


 


There shall at all times be a Trustee hereunder
qualified or to be qualified under Trust Indenture Act Section 310(a)(1) and
which shall have a combined capital and surplus of at least $50,000,000 to the
extent there is such an institution eligible and willing to serve.  If the Trustee publishes reports of condition
at least annually, pursuant to law or to the requirements of Federal,
State, Territorial or District of Columbia supervising or examining authority,
then for the purposes of this Section 608, the combined capital and
surplus of the Trustee shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published.  If at any time the Trustee shall cease to be
eligible in accordance with the provisions of 


 


57

















 


this Section 608, it
shall resign immediately in the manner and with the effect hereinafter
specified in this Article.


 


Section 609.  Resignation and Removal; Appointment of
Successor.


 


(a)           No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee under Section 610.


 


(b)           The Trustee may resign at any time by giving written
notice thereof to the Company.  If an
instrument of acceptance by a successor Trustee shall not have been
delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition at the expense of the Company
any court of competent jurisdiction for the appointment of a successor Trustee.


 


(c)           The Trustee may be removed at any time by an Act of
the Holders of a majority in principal amount of the Outstanding Securities,
delivered to the Trustee and the Company. 
If an instrument of acceptance by a successor Trustee shall not
have been delivered to the Trustee within 30 days after the giving of such
notice of removal, the removed Trustee may petition at the expense of the
Company any court of competent jurisdiction for the appointment of a successor
Trustee.


 


(d)           If at any time:


 


(i)            the Trustee shall fail to
comply with the provisions of Trust Indenture Act Section 310(b) after
written request therefor by the Company or by any Holder who has been a bona
fide Holder of a Security for at least six months, or


 


(ii)           the Trustee shall cease to
be eligible under Section 608 and shall fail to resign after written
request therefor by the Company or by any Holder who has been a bona fide
Holder of a Security for at least six months, or


 


(iii)          the Trustee shall become
incapable of acting or shall be adjudged a bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation,


 


then, in any case, (A) the Company by a
Board Resolution may remove the Trustee, or (B) subject to Section 514,
the Holder of any Security who has been a bona fide Holder of a  Security for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.


 


(e)           If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, the Company, by a Board Resolution, 


 


58

















 


shall promptly appoint a successor Trustee.  If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee shall be appointed by Act of the Holders of a majority in
principal amount of the Outstanding Securities delivered to the Company and the
retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with Section 610, become the
successor Trustee and supersede the successor Trustee appointed by the
Company.  If no successor Trustee shall
have been so appointed by the Company or the Holders of the Securities and so
accepted appointment, the Holder of any Security who has been a bona fide
Holder for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee.


 


(f)            The Company shall give notice of each resignation
and each removal of the Trustee and each appointment of a successor Trustee by
mailing written notice of such event by first-class mail, postage prepaid, to
the Holders of Securities as their names and addresses appear in the Security
Register.  Each notice shall include the
name of the successor Trustee and the address of its Corporate Trust Office.


 


Section 610.  Acceptance of Appointment by Successor.


 


Every successor Trustee appointed hereunder shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee, provided,
however, that the retiring Trustee shall continue to be entitled to the
benefit of Section 606(c); but, on request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee, and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder.  Upon request of any
such successor Trustee, the Company shall execute any and all instruments for more
fully and certainly vesting in and confirming to such successor Trustee all
such rights, powers and trusts.


 


No successor Trustee shall accept its appointment
unless at the time of such acceptance such successor Trustee shall be qualified
and eligible under this Article.


 


Section 611.  Merger, Conversion, Consolidation or
Succession to Business.


 


Any corporation into which the Trustee may be merged
or converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided such corporation shall be otherwise qualified and eligible
under this Article, without the execution or filing of any paper or any further
act on the part of any of the parties hereto. 
In case any Securities shall have been authenticated, but not delivered,
by the Trustee then in office, any 


 


59

















 


successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.


 


Section 612.  Preferential Collection of Claims Against
Company.


 


If and when the Trustee shall be or become a
creditor of the Company (or any other obligor under the Securities), the
Trustee shall be subject to the provisions of the Trust Indenture Act regarding
the collection of claims against the Company (or any such other obligor).


 


Section 613.  Trustee’s Application for Instructions from
the Company.


 


Any application by the Trustee for written
instructions from the Company may, at the option of the Trustee, set forth in
writing any action proposed to be taken or omitted by the Trustee under this
Indenture and the date on and/or after which such action shall be taken or such
omission shall be effective.  The Trustee
shall not be liable for any action taken by, or omission of, the Trustee in
accordance with a proposal included in such application on or after the date
specified in such application (which date shall not be less than three Business
Days after the date any officer of the Company actually received such
application) unless, with respect to any such action (or the effective date in
the case of an omission), the Trustee shall have received written instructions
in response to such application specifying the action to be taken or omitted.


 


Section 614.  Notice of Defaults.


 


Within 90 days after the occurrence of any Default,
the Trustee shall transmit by mail to all Holders, as their names and addresses
appear in the Security Register, notice of such Default hereunder actually
known to a Responsible Officer of the Trustee, unless such default shall have
been cured or waived; provided, however, that, except in the case
of a default in the payment of the principal of or interest on any Security,
the Trustee shall be protected in withholding such notice if and so long as a
trust committee of directors and/or Responsible Officers of the Trustee in good
faith determines that the withholding of such notice is in the interest of the
Holders; and provided  further that, in the case of any default or
breach of the character specified in Section 501(d), no such notice to
Holders shall be given until at least 30 days after the occurrence thereof.


 


ARTICLE
SEVEN



HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


Section 701.  Disclosure of Names and Addresses of Holders.


 


Every Holder of Securities, by receiving and holding
the same, agrees with the Company and the Trustee that neither the Company nor
the Trustee or any agent of either of them shall be held accountable by reason
of the disclosure of any information as to the names and 


 


60

















 


addresses of the Holders in
accordance with Trust Indenture Act Section 312, regardless of the source
from which such information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under
Trust Indenture Act Section 312.


 


Section 702.  Reports by Trustee.


 


Within 60 days after May 15 of each year
commencing with May 15, 2009, the Trustee shall transmit by mail to all
Holders, as their names and addresses appear in the Security Register, as
provided in Trust Indenture Act Section 313(c), a brief report dated as of
such May 15 if required by Trust Indenture Act Section 313(a).


 


Section 703.  Reports by Company.


 


The Company shall:


 


(a)           file with the Trustee,
within 30 days after the Company is required to file the same with the
Commission, copies of the annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the
Commission may from time to time by rules and regulations prescribe) which
the Company may be required to file with the Commission pursuant to Section 13
or Section 15(d) of the Exchange Act; or, if the Company is not
required to file information, documents or reports pursuant to either of such
Sections, then it shall file with the Trustee and the Commission, in accordance
with rules and regulations prescribed from time to time by the
Commission, such of the supplementary and periodic information, documents and
reports which may be required pursuant to Section 13 of the Exchange Act
in respect of a security listed and registered on a national securities
exchange as may be prescribed from time to time in such rules and
regulations; delivery of such reports, information and documents to the Trustee
is for informational purposes only and the Trustee’s receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company’s
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers’ Certificates);


 


(b)           file with the Trustee and
the Commission, in accordance with rules and regulations prescribed from
time to time by the Commission, such additional information, documents and
reports with respect to compliance by the Company with the conditions and
covenants of this Indenture as may be required from time to time by such rules and
regulations; delivery of such reports, information and documents to the Trustee
is for informational purposes only and the Trustee’s receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company’s
compliance with any of its covenants 


 


61

















 


hereunder (as to which the
Trustee is entitled to rely exclusively on Officers’ Certificates); and


 


(c)           transmit by mail to all
Holders, as their names and addresses appear in the Security Register, within
30 days after the filing thereof with the Trustee, in the manner and to
the extent provided in Trust Indenture Act Section 313(c), such summaries
of any information, documents and reports required to be filed by the Company
pursuant to subsections (a) and (b) of this Section 703 as may
be required by rules and regulations prescribed from time to time by the
Commission.


 


Section 704.  Selection of Accrual Periods


 


Every Holder of Securities, by receiving and holding
the same, agrees with the Company and the Trustee that it shall select the same
accrual periods, for U.S. federal income tax purposes, as selected by the
Company, including, for the avoidance of doubt, that the first accrual period
ending after the fifth anniversary of the date of the issue of the Securities
shall end at the close of the Stated Maturity of the Securities.  It is expected that generally the longest
permissible interval of time between each interest payment and ending at the
close of an Interest Payment Date shall be the relevant accrual period and that
accordingly, the accrual period shall generally be six months in length,
corresponding to the interval between Interest Payment Dates, with the final
accrual period ending at the close of the Stated Maturity of the
Securities.


 


ARTICLE
EIGHT



CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


 


Section 801.  Company May Consolidate, Etc., Only on
Certain Terms.


 


The Company shall not consolidate or merge with or
into, or sell, assign, transfer, lease, convey, or otherwise dispose of all or
substantially all of its assets to, any Person, unless:


 


(a)           the Person formed by or
surviving any such consolidation or merger (if other than the Company), or to
which such sale, assignment, transfer, lease, conveyance or disposition shall
have been made, is a corporation organized and existing under the laws of the
United States, any state thereof or the District of Columbia and shall assume
by supplemental indenture hereto all the obligations of the Company under the
Securities and this Indenture;


 


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


 


(c)           immediately after such
transaction, and after giving effect thereto, the Person formed by or surviving
any such consolidation or merger, or to which such sale, 


 


62

















 


assignment, transfer, lease
or conveyance or disposition shall have been made (the “successor”), shall have
a Cash Flow Ratio not in excess of 9 to 1; and


 


(d)           the Company has delivered to
the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating
that such consolidation, merger or transfer and such supplemental indenture, if
one is required by this Section 801, comply with this Section 801 and
that all conditions precedent herein provided for relating to such transaction
have been complied with.


 


Cash Flow Ratio for purposes of this Section 801
shall be computed as if any such successor were the Company.


 


Section 802.  Successor Substituted.


 


Upon any consolidation or merger, or any sale,
assignment, transfer, Lease or conveyance or other disposition of all or
substantially all of the assets, of the Company in accordance with Section 801,
the successor Person formed by such consolidation or into which the Company is
merged or to which such sale, assignment, transfer, Lease, conveyance or other
disposition is made shall succeed to, and be substituted for, and may exercise
every right and power of, the Company under this Indenture with the same effect
as if such successor Person had been named as the Company herein.  When a successor assumes all the obligations
of its predecessor under this Indenture and the Securities, the predecessor
shall be released from those obligations, provided that in the case of a
transfer by Lease, the predecessor corporation shall not be released from the
payment of principal and interest on the Securities.


 


ARTICLE NINE



SUPPLEMENTAL INDENTURES


 


Section 901.  Supplemental Indentures Without Consent of
Holders.


 


Without the consent of any Holders, the Company,
when authorized by a Board Resolution, and the Trustee, at any time and from
time to time, may enter into one or more indentures supplemental hereto in form
satisfactory to the Trustee, for any of the following purposes:


 


(a)           to evidence the succession
of another Person to the Company and the assumption by any such successor of
the covenants of the Company herein and in the Securities;


 


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


 


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(c)           to cure any ambiguity, to correct or
supplement any provision herein which may be defective or inconsistent with any
other provision herein, or to make any other provisions with respect to matters
or questions arising under this Indenture; provided that, in each case,
such provisions shall not adversely affect the interests of the Holders in any
material respect;


 


(d)           to secure the Securities, if the
Company so elects;


 


(e)           to supplement any provisions of this
Indenture to such extent as shall be necessary to permit or facilitate the
defeasance and discharge of the Securities pursuant to Sections 1201, 1202 and
1203;


 


(f)            to make any changes necessary to
qualify this Indenture under the Trust Indenture Act in connection with the
Exchange Offer or the Shelf Registration Statement; or


 


(g)           to make any other change that does
not adversely affect the rights of any Holder.


 


Section 902.  Supplemental Indentures with Consent of
Holders.


 


With the consent of the Holders of not less than a
majority in aggregate principal amount of the Securities then Outstanding,
voting together as a single class, by Act of such Holders delivered to the
Company and the Trustee, the Company, when authorized by a Board Resolution,
and the Trustee may enter into one or more indentures supplemental hereto for
the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of waiving or modifying
in any manner the rights of the Holders under this Indenture; provided, however,
that no such supplemental indenture, amendment or waiver shall, without the
consent of the Holder of each Outstanding Security affected thereby:


 


(a)           change the Stated Maturity of the
principal of, or any installment of interest on, any Security, or reduce the
principal amount thereof or the rate of interest thereon, or change the coin or
currency in which the principal of any Security or the interest thereon is
payable, or impair the right to institute suit for the enforcement of any such
payment after the Stated Maturity thereof; or


 


(b)           reduce the percentage in principal
amount of the Outstanding Securities the consent of whose Holders is required
for any such supplemental indenture, or the consent of whose Holders is
required for any waiver (of compliance with certain provisions of this
Indenture or certain defaults hereunder and their consequences) provided for in
this Indenture; or


 


(c)           modify any of the provisions of this Section 902
or Section 513, except to increase any the percentage in principal amount
of the Outstanding Securities the consent 


 


64

















 


of whose Holders is required
for the relevant action or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of
each Outstanding Security affected thereby.


 


It shall not be necessary for any Act of Holders
under this Section 902 to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such Act shall approve
the substance thereof.


 


Section 903.  Execution of Supplemental Indentures.


 


In executing, or accepting the additional trusts
created by, any supplemental indenture permitted by this Article or the
modifications thereby of the trusts created by this Indenture, the Trustee
shall be provided with, and (subject to Trust Indenture Act Section 315(a) through
315(d) and Section 602 hereof) shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture.  The Trustee may, but shall not be obligated
to, enter into any such supplemental indenture which affects the Trustee’s own
rights, duties or immunities under this Indenture or otherwise.


 


Section 904.  Effect of Supplemental Indentures.


 


Upon the execution of any supplemental indenture
under this Article, this Indenture shall be modified in accordance therewith,
and such supplemental indenture shall form a part of this Indenture for all
purposes; and every Holder of Securities theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby.


 


Section 905.  Conformity with Trust Indenture Act.


 


Every supplemental indenture executed pursuant to
this Article shall conform to the requirements of the Trust Indenture Act
as then in effect.


 


Section 906.  Reference in Securities to Supplemental
Indentures.


 


Securities authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and
shall if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture.  If the Company shall so determine, new
Securities so modified as to conform, in the opinion of the Trustee and the
Company, to any such supplemental indenture may be prepared and executed by the
Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities.


 


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ARTICLE TEN



COVENANTS


 


Section 1001.  Payment of Principal and Interest.


 


The Company shall duly and punctually pay the
principal of and interest on the Securities in accordance with the terms of the
Securities and this Indenture.


 


Section 1002.  Maintenance of Office or Agency.


 


The Company shall maintain, in The City of New York,
an office or agency where Securities may be presented or surrendered for
payment, where Securities may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the
Securities and this Indenture may be served. 
If the Corporate Trust Office is located in New York City, then it shall
be such office or agency of the Company, unless the Company shall designate and
maintain some other office or agency for one or more of such purposes.  The Company shall give prompt written notice
to the Trustee of any change in the location of any such office or agency.  If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office, and the Company
hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.


 


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


 


Section 1003.  Money for Security Payments to Be Held in
Trust.


 


If the Company shall at any time act as its own
Paying Agent, it shall, on or before each due date of the principal of or
interest on any of 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 shall promptly notify the Trustee
of its action or failure so to act.


 


Whenever the Company shall have one or more Paying
Agents for the Securities, it shall, on or before each due date of the
principal of or interest on any Securities, deposit with a Paying Agent a sum
in same day funds (or New York Clearing House funds if such deposit is made
prior to the date on which such deposit is required to be made) sufficient to
pay the principal or 


 


66

















 


interest so becoming due,
such sum to be held in trust for the benefit of the Persons entitled to such
principal or interest and (unless such Paying Agent is the Trustee) the Company
shall promptly notify the Trustee of such action or any failure so to act.


 


The Company shall cause each Paying Agent other than
the Trustee to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee, subject to the provisions of this Section 1003,
that such Paying Agent shall:


 


(a)           hold all sums held by it for the
payment of the principal of or interest on Securities in trust for the benefit
of the Persons entitled thereto until such sums shall be paid to such Persons
or otherwise disposed of as herein provided;


 


(b)           give the Trustee notice of any
default by the Company (or any other obligor upon the Securities) in the making
of any payment of principal or interest; and


 


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


 


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


 


Any money deposited with the Trustee or any Paying
Agent, or then held by the Company, in trust for the payment of the principal
of or interest on any Security and remaining unclaimed for two years after such
principal or interest has become due and payable shall be paid to the Company
on Company Request or (if then held by the Company) shall be discharged from
such trust; and the Holder of such Security shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company as trustee thereof, shall thereupon cease.


 


Section 1004.  Corporate Existence.


 


Subject to Article Eight, the Company shall do or cause to be done
all things necessary to preserve and keep in full force and effect its
corporate existence and that of each Restricted Subsidiary and the corporate
rights (charter and statutory), corporate licenses and corporate franchises of
the Company and its Restricted Subsidiaries, except where a failure to do so,
singly or in the aggregate, is not likely to have a materially adverse effect
upon the business, assets, financial condition or results of operations of the
Company and the Restricted Subsidiaries 


 


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taken as a whole determined on a consolidated basis in accordance with
generally accepted accounting principles; provided that the Company
shall not be required to preserve any such existence (except of the Company),
right, license or franchise if the Board of Directors, or  the board of directors of the Restricted
Subsidiary concerned, shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company or such
Restricted Subsidiary and that the loss thereof is not disadvantageous in any
material respect to the Holders.


 


Section 1005.  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, (a) all
material taxes, assessments and governmental charges levied or imposed upon it
or any Subsidiary or upon the income, profits or property of the Company or any
of its Subsidiaries and (b) all material lawful claims for labor,
materials and supplies, which, if unpaid, might by law become a Lien upon the
property of the Company or any Restricted Subsidiary; provided, however,
that the Company shall not be required to pay or discharge or cause to be paid
or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.


 


Section 1006.  Maintenance of Properties.


 


The Company shall cause all material properties
owned by or leased to it or any Restricted Subsidiary and necessary in the
conduct of its business or the business of such Restricted Subsidiary to be
maintained and kept in normal condition, repair and working order, ordinary
wear and tear excepted; provided that nothing in this Section 1006
shall prevent the Company or any Restricted Subsidiary from discontinuing the
use, operation or maintenance of any of such properties, or disposing of any of
them, if such discontinuance or disposal is, in the judgment of the Board of
Directors or the board of directors of the Restricted Subsidiary concerned, or
of any officer (or other agent employed by the Company or any Restricted
Subsidiary) of the Company or such Restricted Subsidiary having managerial
responsibility for any such property, desirable in the conduct of the business
of the Company or any Restricted Subsidiary of the Company and if such
discontinuance or disposal is not adverse in any material respect to the
Holders.


 


The Company shall provide or cause to be provided,
for itself and any Restricted Subsidiaries, insurance (including appropriate
self-insurance) against loss or damage of the kinds customarily insured against
by corporations similarly situated and owning like properties in the same
general areas in which the Company or such Restricted Subsidiaries operate.


 


Section 1007.  Limitation on Indebtedness.


 


The Company shall not, and shall not permit any
Restricted Subsidiary to, directly or indirectly, incur, create, issue, assume,
guarantee or otherwise become liable for, contingently or otherwise, or become
responsible for the payment of, contingently or otherwise, any Indebtedness
(other than Indebtedness between or among any of the Company and Restricted 


 


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Subsidiaries) unless, after
giving effect thereto, the Cash Flow Ratio shall be less than or equal to 9 to
1.


 


Section 1008.  Limitation on Liens.


 


The Company shall not, and shall not permit any
Restricted Subsidiary to, directly or indirectly, create, incur, assume or
suffer to exist any Lien of any kind, except for Permitted Liens, on or with
respect to any of its property or assets, whether owned at the date of this
Indenture or thereafter acquired, or any income, profits or proceeds therefrom,
or assign or otherwise convey any right to receive income thereon, unless (x) in
the case of any Lien securing Indebtedness that is subordinated in right of
payment to the Securities, the Securities are secured by a Lien on such
property, assets or proceeds that is senior in priority to such Lien and (y) in
the case of any other Lien, the Securities are equally and ratably secured.


 


Section 1009.  Limitation on Restricted Payments.


 


Except as otherwise provided in this Section 1009,
the Company shall not, and shall not permit any Restricted Subsidiary to, make
any Restricted Payment if (a) at the time of such proposed Restricted Payment,
a Default or Event of Default shall have occurred and be continuing or shall
occur as a consequence of such Restricted Payment or (b) immediately after
giving effect to such Restricted Payment, the aggregate of all Restricted
Payments that shall have been made on or after April 1, 2008 would exceed
the sum of:


 


(a)           $2,700,000,000, plus


 


(b)           an amount equal to the difference
between (i) the Cumulative Cash Flow Credit and (ii) 1.2 multiplied
by Cumulative Interest Expense.


 


For purposes of this Section 1009, the amount
of any Restricted Payment, if other than cash, shall be based upon fair market
value as determined by the Board of Directors, whose good faith determination
shall be conclusive.


 


The foregoing provisions of this Section 1009
shall not prevent (i) the payment of any dividend within 60 days after the
date of declaration thereof, if at such date of declaration such payment
complied with the foregoing provisions or this Section 1009; and (ii) the
retirement, redemption, purchase, defeasance or other acquisition of any shares
of the Company’s Capital Stock or warrants, rights or options to acquire
Capital Stock of the Company in exchange for, or out of the proceeds of a sale
(within one year before or 180 days after such retirement, redemption,
purchase, defeasance or other acquisition) of, other shares of the Company’s
Capital Stock or warrants, rights or options to acquire Capital Stock of the
Company.  For purposes of determining the
aggregate permissible amount of Restricted Payments in accordance with clause (b) of
the first paragraph of this Section 1009, all amounts expended pursuant to
clause (i) of this paragraph shall be included and all
amounts expended or received pursuant to clause (ii) of this
paragraph shall be excluded; provided, however, that amounts paid
pursuant to clause (i) of this paragraph shall be 


 


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included only to the extent
that such amounts were not previously included in calculating Restricted
Payments.


 


For the purposes of this Section 1009, the net
proceeds from the issuance of shares of Capital Stock of the Company upon
conversion of Indebtedness shall be deemed to be an amount equal to (i) the
accreted value of such Indebtedness on the date of such conversion and (ii) the
additional consideration, if any, received by the Company upon such conversion
thereof, less any cash payment on account of fractional shares (such
consideration, if in property other than cash, to be determined by the Board of
Directors, whose good faith determination shall be conclusive and evidenced by
a Board Resolution).  If the Company
makes a Restricted Payment which, at the time of the making of such
Restricted Payment, would in the good faith determination of the Company be
permitted under the requirements of this Section 1009, such Restricted
Payment shall be deemed to have been made in compliance with this Section 1009
notwithstanding any subsequent adjustments made in good faith to the Company’s
financial statements affecting Cumulative Cash Flow Credit or Cumulative
Interest Expense for any period.


 


Section 1010.  Limitation on Investments in Unrestricted
Subsidiaries and Affiliates.


 


The Company shall not, and shall not permit any
Restricted Subsidiary to, directly or indirectly, (a) make any Investment
or (b) allow any Restricted Subsidiary to become an Unrestricted
Subsidiary (a “redesignation of a Restricted Subsidiary”), in each case unless (i) no
Default or Event of Default shall have occurred and be continuing or shall
occur as a consequence of such Investment or such redesignation of a Restricted
Subsidiary and (ii) after giving effect thereto, the Cash Flow Ratio shall
be less than or equal to 9 to 1.


 


The foregoing provisions of this Section 1010
shall not prohibit (a) any renewal or reclassification of any Investment
existing on the date hereof or (b) trade credit extended on usual and
customary terms in the ordinary course of business.


 


Section 1011.  Transactions with Affiliates.


 


The Company shall not, and shall not permit any of
its Subsidiaries to, sell, lease, transfer or otherwise dispose of any of its
properties or assets to or purchase any property or assets from, or enter
into any contract, agreement, understanding, loan, advance or guarantee with,
or for the benefit of, an Affiliate of the Company that is not a
Subsidiary, having a value, or for consideration having a value, in excess of
$10,000,000 individually or in the aggregate unless the Board of Directors
shall make a good faith determination that the terms of such transaction are,
taken as a whole, no less favorable to the Company or such Subsidiary, as the
case may be, than those which might be available in a comparable transaction
with an unrelated Person.  For purposes of
clarification, this Section 1011 shall not apply to any Restricted
Payments permitted by Section 1009.


 


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Section 1012.  Provision of Financial Statements.


 


(a)           The
Company shall supply without cost to each Holder of the Securities, and file with
the Trustee (if not otherwise filed with the Trustee pursuant to Section 703)
within 30 days after the Company is required to file the same with the
Commission, copies of the annual reports and quarterly reports and of the
information, documents and other reports which the Company may be required to
file with the Commission pursuant to Section 13(a), 13(c) or 15(d) of
the Exchange.


 


(b)           If
the Company is not required to file with the Commission such reports and other
information referred to in Section 1012(a), the Company shall furnish
without cost to each Holder of the Securities and file with the Trustee (i) within
140 days after the end of each fiscal year, annual reports containing the
information required to be contained in Items 1, 2, 3, 6, 7, 8 and 9 of Form 10-K
promulgated under the Exchange Act, or substantially the same information
required to be contained in comparable items of any successor form, and (ii) within
75 days after the end of each of the first three fiscal quarters of each fiscal
year, quarterly reports containing the information required to be contained in Form 10-Q
promulgated under the Exchange Act, or substantially the same information
required to be contained in any successor form.


 


(c)           At
any time when the Company is not subject to Section 13 or 15(d) of
the Exchange Act, upon the request of a Holder of a Restricted Security, the
Company shall promptly furnish or cause to be furnished such information as is
specified pursuant to Rule 144A(d)(4) under the Securities Act (or
any successor provision thereto) to such Holder or to a prospective purchaser
of such Security designated by such holder, as the case may be, in order to
permit compliance by such holder with Rule 144A under the Securities Act.


 


Section 1013.  Statement as to Compliance.


 


The Company shall deliver to the Trustee, within
120 days after the end of each fiscal year ending after January 13,
2009, a brief certificate of its principal executive officer, principal
financial officer or principal accounting officer stating whether, to such
officer’s knowledge, the Company is in compliance with all covenants and
conditions under this Indenture.  For
purposes of this Section 1013, such compliance shall be determined without
regard to any period of grace or requirement of notice under this Indenture.


 


Section 1014.  Waiver of Certain Covenants.


 


The Company may omit in any particular instance
to comply with any covenant or condition set forth in Sections 1007
through 1012 if, before or after the time for such compliance, the Holders of a
majority in aggregate principal amount of the Outstanding Securities, by Act of
such Holders, waive such compliance in such instance or generally waive
compliance with such covenant or condition, but no such waiver shall extend to
or affect such covenant or condition except to the extent so expressly waived,
and, until such waiver shall become effective, the 


 


71

















 


obligations of the Company
and the duties of the Trustee in respect of any such covenant or condition
shall remain in full force and effect.


 


Section 1015.  Statement by Officers as to Default.


 


The Company shall deliver to the Trustee, as soon as
possible and in any event within five days after the Company becomes aware of
the occurrence of any Event of Default or an event which, with notice or the
lapse of time or both, would constitute an Event of Default, an Officers’
Certificate setting forth the details of such Event of Default or default and
the action which the Company proposes to take with respect thereto.


ARTICLE
ELEVEN



REDEMPTION OF SECURITIES


 


Section 1101.  Notices to Trustee.


 


If the Company elects to redeem Securities pursuant to
the optional redemption provisions of Section 1107 hereof, it shall
furnish to the Trustee, at least 30 days but not more than 60 days before a
redemption date, an Officers’ Certificate setting forth (i) the Section of
this Indenture pursuant to which the redemption shall occur, (ii) the
Redemption Date, (iii) the principal amount of Securities to be redeemed
and (iv) the Redemption Price.


 


Section 1102.  Selection of Securities to Be Redeemed.


 


(a)           If
less than all of the Securities are to be redeemed at any time, the Trustee
shall select the Securities to be redeemed among the Holders of the Securities
in compliance with the requirements of the principal national securities
exchange, if any, on which the Securities are listed or, if the Securities are
not so listed, on a pro rata basis, by lot or in
accordance with any other method the Trustee considers fair and
appropriate.  In the event of partial
redemption by lot, the particular Securities to be redeemed shall be selected,
unless otherwise provided herein, not less than 30 nor more than 60 days prior
to the Redemption Date by the Trustee from the outstanding Securities not
previously called for redemption.


 


(b)           The
Trustee shall promptly notify the Company in writing of the Securities selected
for redemption and, in the case of any Security selected for partial
redemption, the principal amount at maturity thereof to be redeemed.  No Securities in amounts of $2,000 or less
shall be redeemed in part.  Securities
and portions of Securities selected for redemption shall be in amounts of
$1,000 or integral multiples thereof; provided that the unredeemed portion of
Securities held by a Holder after giving effect to the redemption shall not be
in an amount of less than $2,000; and provided further that if all of the
Securities of a Holder are to be redeemed, the entire outstanding amount of
Securities held by such Holder, even if not $2,000 or a multiple of $1,000 in
excess thereof, shall be redeemed. 
Except as provided in the preceding sentence,


 


72

















 


provisions of this Indenture that apply to Securities called for
redemption also apply to portions of Securities called for redemption.


 


Section 1103.  Notice of Redemption.


 


(a)           At
least 30 days but not more than 60 days before a Redemption Date, the Company
shall mail or cause to be mailed, by first class mail, a notice of redemption
to each Holder whose Securities are to be redeemed at its registered address.


 


The notice shall identify the Securities (including
the CUSIP or ISIN numbers) to be redeemed and shall state:


 


(i)            the Redemption Date;


 


(ii)           if any Security is being redeemed in
part, the portion of the principal amount at maturity of such Security to be
redeemed and that, after the Redemption Date upon surrender of such Security, a
new Security or Securities in principal amount equal to the unredeemed portion
of the original Security shall be issued in the name of the Holder thereof upon
cancellation of the original Security;


 


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


 


(iv)          that Securities called for redemption
must be surrendered to the Paying Agent to collect the Redemption Price and
become due on the date fixed for redemption;


 


(v)           that, unless the Company defaults in
making such redemption payment, interest, if any, on Securities called for
redemption ceases to accrue on and after the Redemption Date; and


 


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


 


(b)           At
the Company’s request, the Trustee shall give the notice of redemption in the
Company’s name and at its expense; provided, however, that the
Company shall have delivered to the Trustee, at least 45 days prior to the
Redemption Date, an Officers’ Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as
provided in the preceding paragraph.  The
notice, if mailed in the manner provided herein shall be presumed to have been
given, whether or not the Holder receives such notice.


 


Section 1104.  Effect of Notice of Redemption.


 


Once notice of redemption is mailed in accordance with
Section 1103 hereof, Securities called for redemption shall become
irrevocably due and payable on the redemption date at the Redemption
Price.  A notice of redemption may not be
conditional.


 


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Section 1105.  Deposit of Redemption Price.


 


(a)           Not
later than 11:00 am on the Redemption Date, the Company shall deposit with the
Trustee or with the Paying Agent money sufficient to pay the Redemption Price
of and accrued interest and Liquidated Damages, if any, on all Securities to be
redeemed on that date.  The Trustee or
the Paying Agent shall promptly return to the Company any money deposited with
the Trustee or the Paying Agent by the Company in excess of the amounts
necessary to pay the Redemption Price of, and accrued interest and Liquidated
Damages, if any, on, all Securities to be redeemed.


 


(b)           If
the Company complies with the provisions of the preceding paragraph, on and
after the Redemption Date, interest shall cease to accrue on the Securities or
the portions of Securities called for redemption.  If a Security is redeemed on or after a
Regular Record Date but on or prior to the related interest payment date, then
any accrued and unpaid interest shall be paid to the Person in whose name such
Security was registered at the close of business on such Regular Record
Date.  If any Security called for
redemption shall not be so paid upon surrender for redemption because of the
failure of the Company to comply with the preceding paragraph, interest shall
be paid on the unpaid principal, from the Redemption Date until such principal
is paid, and to the extent lawful on any interest not paid on such unpaid
principal, in each case at the rate provided in the Securities and in Section 1001
hereof.


 


Section 1106.  Securities Redeemed in Part.


 


Upon surrender of a Security that is redeemed in
part, the Company shall issue and the Trustee shall authenticate for the Holder
at the expense of the Company a new Security equal in principal amount to the
unredeemed portion of the Security surrendered. 
No Securities in denominations of $2,000 or less shall be redeemed in
part.


 


Section 1107.  Optional Redemption.


 


At its option, the Company may redeem the
Securities, in whole or in part, at any time and from time to time at a
redemption price equal to the greater of (a) 100% of the principal amount
of the Securities to be redeemed, or (b) as determined by a Quotation
Agent, the sum of the present values of the remaining scheduled payments of
principal and interest thereon (not including any Liquidated Damages or any
portion of such payments of interest accrued to the Redemption Date) discounted
to the Redemption Date on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 50 basis
points, plus, in each case, accrued and unpaid interest to the Redemption Date.


 


Each redemption price provided for in this Section 1107
shall be referred to herein as the “Redemption Price”.


 


Any redemption pursuant to this Section 1107
shall be made pursuant to the provisions of Sections 1101 through 1106 hereof.


 


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ARTICLE
TWELVE



DEFEASANCE AND COVENANT DEFEASANCE


 


Section 1201.  Option to Effect Defeasance or Covenant
Defeasance.


 


The Company may, at its option by Board Resolution,
at any time, with respect to the Securities, elect to have either Section 1202
or Section 1203 be applied to all Outstanding Securities upon compliance
with the conditions set forth below in this Article Twelve.


 


Section 1202.  Defeasance and Discharge.


 


Upon the Company’s exercise under Section 1201
of the option applicable to this Section 1202, the Company shall be deemed
to have been discharged from its obligations with respect to all Outstanding Securities
on the date the conditions set forth below are satisfied (hereinafter, “defeasance”).  For this purpose, such defeasance means that
the Company shall be deemed to have paid and discharged the entire indebtedness
represented by the Outstanding Securities, which shall thereafter be deemed to
be “Outstanding” only for the purposes of Section 1205 and the other
Sections of this Indenture referred to in (A) and (B) below, and to
have satisfied all its other obligations under such Securities and this Indenture
(and the Trustee, on demand of and at the expense of the Company, shall execute
proper instruments acknowledging the same), except for the following which
shall survive until otherwise terminated or discharged hereunder:  (A) the rights of Holders of Outstanding
Securities to receive solely from the trust fund described in Section 1204
and as more fully set forth in such Section, payments in respect of the
principal of and interest on such Securities when such payments are due, (B) the
Company’s obligations with respect to such Securities under Sections 304, 305,
306, 1002 and 1003, (C) the rights, powers, trusts, duties and immunities
of the Trustee hereunder and the Company’s obligations in connection therewith
and (D) this Article Twelve. 
Subject to compliance with this Article Twelve, the Company may
exercise its option under this Section 1202 notwithstanding the prior
exercise of its option under Section 1203 with respect to the Securities.


 


Section 1203.  Covenant Defeasance.


 


Upon the Company’s exercise under Section 1201
of the option applicable to this Section 1203, the Company shall be
released from its obligations under any covenant contained in Article Eight
and in Sections 1004 through 1012 with respect to the Outstanding Securities on
and after the date the conditions set forth below are satisfied (hereinafter, “covenant
defeasance”), and the Securities shall thereafter be deemed to be not “Outstanding”
for the purposes of any direction, waiver, consent or declaration or Act of
Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed “Outstanding” for all other purposes
hereunder (it being understood that such Securities shall not be deemed
Outstanding for financial accounting purposes). 
For this purpose, such covenant defeasance means that, with respect to
the Outstanding Securities, the Company may omit to comply with and shall have
no 


 


75

















 


liability in respect of any
term, condition or limitation set forth in any such covenant, whether directly
or indirectly, by reason of any reference elsewhere herein to any such covenant
or by reason of any reference in any such covenant to any other provision
herein or in any other document and such omission to comply shall not
constitute a default or an Event of Default under Section 501(c),
but, except as specified above, the remainder of this Indenture and such
Securities shall be unaffected thereby. 
In addition, upon the Company’s exercise under Section 1201 of
the option applicable to Section 1203, Sections 501(c) through 501(e) shall
not constitute Events of Default.


 


Section 1204.  Conditions to Defeasance or Covenant
Defeasance.


 


The following shall be the conditions to application
of either Section 1202 or Section 1203 to the Outstanding Securities:


 


(1)           The Company shall irrevocably have deposited or caused to
be deposited with the Trustee (or another trustee satisfying the requirements
of Section 608 who shall agree to comply with the provisions of this Article Twelve
applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of such Securities, (A) cash in U.S. Dollars
in an amount, or (B) U.S. Government Obligations (as defined below) which
through the scheduled payment of principal and interest in respect thereof in
accordance with their terms shall provide, not later than one day before the
due date of any payment, cash in U.S. Dollars in an amount, or (C) a
combination thereof, sufficient, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge and which shall be applied by
the Trustee (or other qualifying trustee) to pay and discharge, (i) the
principal of and interest on the Outstanding Securities due on the Stated
Maturity of such principal or installment of principal or interest and (ii) any
mandatory sinking fund payments or analogous payments applicable to the
Outstanding Securities on the day on which such payments are due and payable in
accordance with the terms of this Indenture and of such Securities; provided
that the Trustee shall have been irrevocably instructed to apply such money or
the proceeds of such U.S. Government Obligations to said payments with respect
to the Securities.  For this purpose, “U.S.
Government Obligations” means securities that are (x) direct obligations
of the United States of America for the timely payment of which its full faith
and credit is pledged or (y) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States
of America the timely payment of which is unconditionally guaranteed as a full
faith and credit obligation by the United States of America, which, in either
case, are not callable or redeemable at the option of the issuer thereof, and
shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act of 1933, as amended), as custodian with respect to any such
U.S. Government Obligation or a specific payment of principal of or interest on
any such U.S. Government Obligation held by such custodian for the account of
the holder of such depository receipt; provided that (except as
required by law) such


 


76

















 


custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the U.S. Government
Obligation or the specific payment of principal of or interest on the U.S.
Government Obligation evidenced by such depository receipt;


 


(2)           No Default or Event of Default with respect to the
Securities shall have occurred and be continuing on the date of such deposit
or, insofar as Subsection 501(f) or 501(g) is concerned, at any
time during the period ending on the 91st day after the date of such deposit
(it being understood that this condition shall not be deemed satisfied
until the expiration of such period);


 


(3)           Such 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 is a party or
by which it is bound;


 


(4)           In the case of an election under Section 1202, the
Company shall have delivered to the Trustee an Opinion of Counsel in the United
States stating that (x) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling or (y) since January 13,
2009, there has been a change in the applicable federal income tax law, in
either case, to the effect that, and based thereon such opinion shall confirm
that, the Holders of the Outstanding Securities will not recognize income, gain
or loss for federal income tax purposes as a result of such 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 defeasance had not occurred;


 


(5)           In the case of an election under Section 1203, the
Company shall have delivered to the Trustee an Opinion of Counsel in the United
States to the effect that the Holders of the Outstanding 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;


 


(6)           In the case of an election under either Section 1202
or 1203, the Company shall represent to the Trustee that the deposit made by
the Company pursuant to its election under Section 1202 or 1203 was not
made by the Company with the intent of preferring the Holders over other
creditors of the Company or with the intent of defeating, hindering, delaying
or defrauding creditors of the Company or others; and


 


(7)           The Company shall have delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel in the United States, each stating
that all conditions precedent provided for relating to either the defeasance
under Section 1202 or the covenant defeasance under Section 1203 (as
the case may be) have been complied with.


 


77

















 


Section 1205.  Deposited Money and U.S. Government
Obligations to Be Held in Trust; Other Miscellaneous Provisions.


 


Subject to the provisions of the last paragraph of Section 1003,
all money and U.S. Government Obligations (including the proceeds thereof)
deposited with the Trustee (or other qualifying trustee, collectively for
purposes of this Section 1205, the “Trustee”) pursuant to Section 1204
in respect of the Outstanding Securities shall be held in trust and applied by
the Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may determine,
to the Holders of such Securities of all sums due and to become due thereon in
respect of principal and interest, but such money need not be segregated from
other funds except to the extent required by law.  Money and U.S. Government Obligations so held
in trust are not subject to Article Twelve.


 


The Company shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the cash or
U.S. Government Obligations deposited pursuant to Section 1204 or the
principal and interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of the
Outstanding Securities.


 


Anything in this Article Twelve to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to
time upon Company Request any money or U.S. Government Obligations held by
it as provided in Section 1204 which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee (which may be the opinion
delivered under Section 1204(1)), are in excess of the amount thereof
which would then be required to be deposited to effect an equivalent defeasance
or covenant defeasance.


 


Section 1206.  Reinstatement.


 


If the Trustee or Paying Agent is unable to apply
any money in accordance with Section 1202 or 1203, as the  case may be, by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the Company’s obligations under
this Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to Section 1202 or 1203, as the case may be,
until such time as the Trustee or Paying Agent is permitted to apply all such
money in accordance with Section 1202 or 1203, as the case may be; provided,
however, that, if the Company makes any payment of principal of or
interest on any Security following 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 held by the Trustee or Paying Agent.


 


* * * * *


 


78

















 


This Indenture may be signed in any number of
counterparts with the same effect as if the signatures to each counterpart were
upon a single instrument, and all such counterparts together shall be deemed an
original of this Indenture.


 


79

















 


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


 


	
   

  	
  CSC HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:  Kevin Watson

  
	
   

  	
   

  	
  Title:    Senior Vice
  President, Treasurer

  



 


 


	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name:  Wm. Keith Harper

  	
   

  
	
  Title:    Senior Vice President, Controller

  	
   

  
	
  and
  Principal Accounting Officer

  	
   

  



 

















 


	
   

  	
  U.S. BANK NATIONAL ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


EXHIBIT A


 


RESTRICTED SUBSIDIARIES


(* - material subsidiary)


 


1047 E 46TH STREET CORPORATION


151
S. FULTON STREET CORPORATION


2234 FULTON STREET
CORPORATION


A-R
CABLE SERVICES - NY, INC.


CABLEVISION AREA 9
CORPORATION


CABLEVISION
FAIRFIELD CORPORATION


CABLEVISION
LIGHTPATH - CT, INC.


CABLEVISION
LIGHTPATH - NJ, INC.


CABLEVISION
LIGHTPATH, INC.


CABLEVISION
OF BROOKHAVEN, INC.


CABLEVISION
OF HUDSON COUNTY, INC.


CABLEVISION
OF LITCHFIELD, INC.


CABLEVISION
OF MONMOUTH, INC.


CABLEVISION
OF NEW JERSEY, INC.


CABLEVISION
OF OAKLAND, LLC


CABLEVISION
OF PATERSON, LLC


CABLEVISION
OF ROCKLAND/RAMAPO, LLC


CABLEVISION
OF WARWICK, LLC


CABLEVISION
OF SOUTHERN WESTCHESTER, INC.


CABLEVISION
OF WAPPINGERS FALLS, INC.


CABLEVISION
VOIP, LLC


CABLEVISION
SYSTEMS BROOKLINE CORPORATION


CABLEVISION
SYSTEMS DUTCHESS CORPORATION


CABLEVISION
SYSTEMS EAST HAMPTON CORPORATION


CABLEVISION
SYSTEMS GREAT NECK CORPORATION


CABLEVISION
SYSTEMS HUNTINGTON CORPORATION


CABLEVISION
SYSTEMS ISLIP CORPORATION


CABLEVISION
SYSTEMS LONG ISLAND CORPORATION


CABLEVISION
SYSTEMS NEW YORK CITY CORPORATION


CABLEVISION
SYSTEMS SUFFOLK CORPORATION


CABLEVISION
SYSTEMS WESTCHESTER CORPORATION


COMMUNICATIONS
DEVELOPMENT CORPORATION


CSC
ACQUISITION - MA, INC.


CSC
ACQUISITION - NY, INC.


CSC
ACQUISITION CORPORATION


CSC
GATEWAY CORPORATION


 






*CSC
OPTIMUM HOLDINGS, LLC 1


 

















 


*CSC
TKR, INC. (1)


LIGHTPATH
VOIP, LLC


PETRA
CABLEVISION CORP.


SAMSON
CABLEVISION CORP.


SUFFOLK
CABLE CORPORATION


SUFFOLK
CABLE OF SHELTER ISLAND, INC.


SUFFOLK
CABLE OF SMITHTOWN, INC.


TELERAMA,
INC.


 


PARTNERSHIPS:


 


CABLEVISION
OF OSSINING LIMITED PARTNERSHIP


CABLEVISION SYSTEMS OF
SOUTHERN CONNECTICUT LIMITED PARTNERSHIP


CABLEVISION
OF CONNECTICUT, LIMITED PARTNERSHIP


CABLEVISION
OF NEWARK


 


(1)
Pledged under CSC Holdings, Inc.’s Credit Agreement dated February 24,
2006.


 

















 


EXHIBIT B


 


Form of Registration Rights Agreement