<PAGE>   1
                                                                     EXHIBIT 4.2


                                                                  EXECUTION COPY


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                               CSC HOLDINGS, INC.,

                                     Issuer,


                                       to


                              THE BANK OF NEW YORK,

                                     Trustee






                                    INDENTURE

                           Dated as of March 22, 2001




                                 $1,000,000,000

                           7-5/8% Senior Notes due 2011

                      7-5/8% Series B Senior Notes due 2011


================================================================================
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               RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT
                OF 1939 AND INDENTURE, DATED AS OF MARCH 22, 2001



<TABLE>
<CAPTION>
TRUST INDENTURE
  ACT SECTION                                                                        INDENTURE SECTION


<S>                                                                                  <C>
" 310(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
</TABLE>


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



                                                  TABLE OF CONTENTS



<S>                                                                                                             <C>
RECITALS.........................................................................................................1
ARTICLE ONE                DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION                               1
         SECTION 101.  DEFINITIONS                                                                               1
                   Acquired Indebtedness                                                                         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                                                                  4
                   Cash Flow Ratio                                                                               4
                   Commission                                                                                    4
                   Common Stock                                                                                  4
                   Company                                                                                       4
                   Company Request                                                                               5
                   Consolidated Net Tangible Assets                                                              5
                   Corporate Trust Office                                                                        5
                   corporation                                                                                   5
                   Cumulative Cash Flow Credit                                                                   5
                   Cumulative Interest Expense                                                                   6
                   Debt                                                                                          6
                   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
</TABLE>

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<TABLE>
<CAPTION>
                                                                                                               PAGE
<S>                                                                                                            <C>

                   generally accepted accounting principles                                                      7
                   Global Security                                                                               7
                   guarantee                                                                                     7
                   Holder                                                                                        7
                   Indebtedness                                                                                  7
                   Indenture                                                                                     7
                   Initial Purchasers                                                                            7
                   Initial Securities                                                                            8
                   Interest Payment Date                                                                         8
                   Interest Swap Obligations                                                                     8
                   Investment                                                                                    8
                   Lease                                                                                         8
                   Lien                                                                                          8
                   Mandatorily Redeemable Preferred Stock                                                        9
                   Maturity                                                                                      9
                   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                                                                         13
                   Preferred Stock                                                                              13
                   Qualified Institutional Buyer                                                                13
                   Receivables and Related Assets                                                               13
                   Refinancing Indebtedness                                                                     13
                   Registered Securities                                                                        13
                   Registration Rights Agreement                                                                13
                   Regular Record Date                                                                          13
                   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
                   Securities Issue Date                                                                        15
                   Securitization Subsidiary                                                                    15
                   Security                                                                                     16
</TABLE>
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<TABLE>
<CAPTION>
                                                                                                               PAGE
<S>                                                                                                            <C>
                   Security Register                                                                            16
                   Senior Indebtedness                                                                          16
                   Shelf Registration Statement                                                                 16
                   Special Record Date                                                                          16
                   Stated Maturity                                                                              16
                   Stock Payment                                                                                16
                   subsidiary                                                                                   17
                   Subsidiary                                                                                   17
                   Trust Indenture Act                                                                          17
                   Trustee                                                                                      17
                   Unrestricted Subsidiary                                                                      17
                   Voting Stock                                                                                 17
         SECTION 102.  OTHER DEFINITIONS.                                                                       18
         SECTION 103.  COMPLIANCE CERTIFICATES AND OPINIONS                                                     18
         SECTION 104.  FORM OF DOCUMENTS DELIVERED TO TRUSTEE                                                   19
         SECTION 105.  ACTS OF HOLDERS                                                                          19
         SECTION 106.  NOTICES, ETC. TO TRUSTEE AND COMPANY                                                     21
         SECTION 107.  NOTICE TO HOLDERS; WAIVER                                                                21
         SECTION 108.  CONFLICT OF ANY PROVISION OF INDENTURE WITH TRUST INDENTURE ACT                          21
         SECTION 109.  EFFECT OF HEADINGS AND TABLE OF CONTENTS                                                 22
         SECTION 110.  SUCCESSORS AND ASSIGNS                                                                   22
         SECTION 111.  SEPARABILITY CLAUSE                                                                      22
         SECTION 112.  BENEFITS OF INDENTURE                                                                    22
         SECTION 113.  GOVERNING LAW                                                                            22
         SECTION 114.  LEGAL HOLIDAYS                                                                           22
         SECTION 115.  NO RECOURSE AGAINST OTHERS                                                               23
ARTICLE TWO                SECURITY FORMS                                                                       23
         SECTION 201.  FORMS GENERALLY; INCORPORATION OF FORM IN INDENTURE                                      23
         SECTION 202.  FORM OF FACE OF SECURITY                                                                 23
         SECTION 203.  FORM OF REVERSE OF SECURITY                                                              27
         SECTION 204.  FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION                                          31
         SECTION 205.  FORM OF LEGEND ON RESTRICTED SECURITIES                                                  31
         SECTION 206.  FORM OF LEGEND FOR BOOK-ENTRY SECURITIES                                                 34
ARTICLE THREE              THE SECURITIES                                                                       35
         SECTION 301.  TITLE AND TERMS                                                                          35
         SECTION 302.  DENOMINATIONS                                                                            36
         SECTION 303.  EXECUTION, AUTHENTICATION, DELIVERY AND DATING                                           36
         SECTION 304.  TEMPORARY SECURITIES                                                                     37
         SECTION 305.  REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE                                      38
         SECTION 306.  MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES                                         39
</TABLE>
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<TABLE>
<CAPTION>
                                                                                                               PAGE
<S>                                                                                                            <C>
         SECTION 307.  PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED                                           40
         SECTION 308.  PERSONS DEEMED OWNERS                                                                    41
         SECTION 309.  CANCELLATION                                                                             41
         SECTION 310.  COMPUTATION OF INTEREST                                                                  42
         SECTION 311.  REGISTRATION RIGHTS OF HOLDERS OF INITIAL SECURITIES                                     42
         SECTION 312.  CUSIP NUMBERS                                                                            42
         SECTION 313.  BOOK-ENTRY PROVISIONS FOR GLOBAL SECURITIES                                              42
         SECTION 314.  SPECIAL TRANSFER PROVISIONS                                                              44
ARTICLE FOUR               SATISFACTION AND DISCHARGE                                                           46
         SECTION 401.  SATISFACTION AND DISCHARGE OF INDENTURE                                                  46
         SECTION 402.  APPLICATION OF TRUST MONEY                                                               48
ARTICLE FIVE               REMEDIES                                                                             48
         SECTION 501.  EVENTS OF DEFAULT                                                                        48
         SECTION 502.  ACCELERATION OF MATURITY; RESCISSION                                                     50
         SECTION 503.  COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE                          51
         SECTION 504.  TRUSTEE MAY FILE PROOFS OF CLAIM                                                         52
         SECTION 505.  TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES                              52
         SECTION 506.  APPLICATION OF MONEY COLLECTED                                                           53
         SECTION 507.  LIMITATION ON SUITS                                                                      53
         SECTION 508.  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL AND INTEREST                         54
         SECTION 509.  RESTORATION OF RIGHTS AND REMEDIES                                                       54
         SECTION 510.  RIGHTS AND REMEDIES CUMULATIVE                                                           54
         SECTION 511.  DELAY OR OMISSION NOT WAIVER                                                             54
         SECTION 512.  CONTROL BY HOLDERS                                                                       55
         SECTION 513.  WAIVER OF PAST DEFAULTS                                                                  55
         SECTION 514.  UNDERTAKING FOR COSTS                                                                    55
         SECTION 515.  WAIVER OF STAY, EXTENSION OR USURY LAWS                                                  56
ARTICLE SIX                THE TRUSTEE                                                                          56
         SECTION 601.  NOTICE OF DEFAULTS                                                                       56
         SECTION 602.  CERTAIN RIGHTS OF TRUSTEE                                                                57
         SECTION 603.  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES                                   58
         SECTION 604.  MAY HOLD SECURITIES                                                                      58
         SECTION 605.  MONEY HELD IN TRUST                                                                      58
         SECTION 606.  COMPENSATION AND REIMBURSEMENT                                                           58
         SECTION 607.  CONFLICTING INTERESTS                                                                    59
         SECTION 608.  CORPORATE TRUSTEE REQUIRED; ELIGIBILITY                                                  60
         SECTION 609.  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR                                        60
         SECTION 610.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR                                                   62
         SECTION 611.  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS                              62
         SECTION 612.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY                                        62
</TABLE>
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<S>                                                                                                            <C>
         SECTION 613.  TRUSTEE'S APPLICATION FOR INSTRUCTIONS FROM THE COMPANY                                  62
ARTICLE SEVEN              HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY                                    63
         SECTION 701.  DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS                                             63
         SECTION 702.  REPORTS BY TRUSTEE                                                                       63
         SECTION 703.  REPORTS BY COMPANY                                                                       63
ARTICLE EIGHT              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE                                 64
         SECTION 801.  COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS                                     64
         SECTION 802.  SUCCESSOR SUBSTITUTED                                                                    65
ARTICLE NINE               SUPPLEMENTAL INDENTURES                                                              66
         SECTION 901.  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS                                       66
         SECTION 902.  SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS                                          66
         SECTION 903.  EXECUTION OF SUPPLEMENTAL INDENTURES                                                     67
         SECTION 904.  EFFECT OF SUPPLEMENTAL INDENTURES                                                        67
         SECTION 905.  CONFORMITY WITH TRUST INDENTURE ACT                                                      68
         SECTION 906.  REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES                                       68
ARTICLE TEN                COVENANTS                                                                            68
         SECTION 1001.  PAYMENT OF PRINCIPAL AND INTEREST                                                       68
         SECTION 1002.  MAINTENANCE OF OFFICE OR AGENCY                                                         68
         SECTION 1003.  MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST                                         69
         SECTION 1004.  CORPORATE EXISTENCE                                                                     70
         SECTION 1005.  PAYMENT OF TAXES AND OTHER CLAIMS                                                       70
         SECTION 1006.  MAINTENANCE OF PROPERTIES                                                               70
         SECTION 1007.  LIMITATION ON INDEBTEDNESS.                                                             71
         SECTION 1008.  LIMITATION ON LIENS                                                                     71
         SECTION 1009.  LIMITATION ON RESTRICTED PAYMENTS                                                       71
         SECTION 1010.  LIMITATION ON INVESTMENTS IN UNRESTRICTED SUBSIDIARIES AND
                             AFFILIATES                                                                         73
         SECTION 1011.  TRANSACTIONS WITH AFFILIATES                                                            73
         SECTION 1012.  PROVISION OF FINANCIAL STATEMENTS                                                       73
         SECTION 1013.  STATEMENT AS TO COMPLIANCE                                                              74
         SECTION 1014.  WAIVER OF CERTAIN COVENANTS                                                             74
         SECTION 1015.  STATEMENT BY OFFICERS AS TO DEFAULT                                                     74
ARTICLE ELEVEN                REDEMPTION OF SECURITIES                                                          75
         SECTION 1101.  NO RIGHT OF REDEMPTION                                                                  75
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                                                                     76
         SECTION 1204.  CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE                                         76
</TABLE>
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<S>                                                                                                            <C>
         SECTION 1205.  DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN
                  TRUST; OTHER MISCELLANEOUS PROVISIONS                                                         78
         SECTION 1206.  REINSTATEMENT                                                                           79

TESTIMONIUM......................................................................................................81

SIGNATURES AND SEALS.............................................................................................81

ACKNOWLEDGMENTS..................................................................................................81

EXHIBIT A         List of Restricted Subsidiaries

EXHIBIT B         Form of Registration Rights Agreement
</TABLE>
<PAGE>   9

            INDENTURE dated as of March 22, 2001 between CSC Holdings, Inc., a
Delaware corporation (hereinafter called the "Company"), and The Bank of New
York, a New York banking corporation, trustee (hereinafter called the
"Trustee").



                             RECITALS OF THE COMPANY


            The Company has duly authorized the creation of an issue of its
7 5/8% Senior Notes due 2011 (hereinafter called the "Initial Securities") and
its 7 5/8% Series B Senior Notes due 2011 (the "Exchange Securities," and
together with the Initial 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 will 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 and


<PAGE>   10
                                       2

except as otherwise herein expressly provided, the term "generally accepted
accounting principles" with respect to any computation required or permitted
hereunder shall mean such accounting principles as were generally accepted in
the United States as of August 21, 1997; 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.

                  "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" shall have the meaning set forth 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 Sixth Amended and Restated
Credit Agreement, dated as of May 28, 1998, among the Company, the Restricted
Subsidiaries party thereto, the banks party thereto, Toronto Dominion (Texas),
Inc., as Arranging Agent and as Administrative Agent, The Bank of New York, The
Bank of Nova Scotia, The Canadian Imperial Bank of Commerce, NationsBank, N.A.
and The Chase Manhattan Bank, as Managing Agents, Bank of Montreal, Chicago
Branch, Barclays Bank plc, Fleet Bank, N.A. and Royal Bank of Canada, as Agents,
Banque Paribas, Credit Lyonnais, BankBoston N.A., The First National Bank of
Chicago, Mellon Bank, N.A. and Societe Generale, New York Branch, as Co-Agents,
and The Canadian Imperial Bank of Commerce, The Chase Manhattan
<PAGE>   11
                                       3

Bank and NationsBank, N.A., as Co-Syndication Agents and the First Amended and
Restated Credit Agreement, dated as of May 28, 1998, by and among Cablevision
MFR, Inc., the Guarantors party thereto, the Lenders from time to time party
thereto and Toronto Dominion Bank (Texas), Inc., as Arranging Agent and as
Administrative Agent, The Bank of New York, The Bank of Nova Scotia, The
Canadian Imperial Bank of Commerce, NationsBank, N.A. and The Chase Manhattan
Bank, as Managing Agents, Bank of Montreal, Chicago Branch, Barclays Bank plc,
Fleet Bank, N.A. and Royal Bank of Canada, as Agents, Banque Paribas, Credit
Lyonnais, BankBoston N.A., The First National Bank of Chicago, Mellon Bank, N.A.
and Societe Generale, New York Branch, as Co-Agents, and the Bank of New York
and the Bank of Nova Scotia, as Co-Syndication Agents, both agreements as in
effect on the date hereof and as such agreements 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.
<PAGE>   12
                                       4


                  "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.

                  "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.

                  "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.
<PAGE>   13
                                       5


                  "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 at the date of execution of this Indenture is located
at 101 Barclay Street, 21st Floor, New York, New York 10286.

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

                  "Cumulative Cash Flow Credit" means the sum of:

                  (a) cumulative Operating Cash Flow during the period
         commencing on July 1, 1988 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 January 1,
         1992, 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 January 1,
         1992, 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 July 1,
1988 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 in respect thereto), but excluding
reimbursement obligations under any surety bond, (b) representing the
<PAGE>   14
                                       6

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 (as defined in
the Bank Credit Agreement) 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" does
not include (a) Disqualified Stock, (b) any liability for federal, state 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 which 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 to exchange all of the Initial Securities 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 stated in the first
recital of this Indenture and refers to any Exchange Securities containing terms
substantially identical to the Initial Securities (except that (a) such Exchange
Securities shall not contain terms with respect to
<PAGE>   15
                                       7

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 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, consistently
applied, which were in effect as of August 15, 1997.

                  "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 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 Purchasers" means Banc of America Securities LLC,
Bear, Stearns & Co. Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Chase Securities Inc., TD Securities (USA) Inc., BMO Nesbitt Burns Corp., BNY
Capital Markets, Inc., Barclays
<PAGE>   16
                                       8

Capital Inc., Credit Lyonnais Securities (USA) Inc., First Union Securities,
Inc., Fleet Securities, Inc., RBC Dominion Securities Corporation and Scotia
Capital (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 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, or 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.
<PAGE>   17
                                       9


                  "Mandatorily Redeemable Preferred Stock" means the Company's
Series H Redeemable Exchangeable Preferred Stock, Series M Redeemable
Exchangeable Preferred Stock and any series of preferred stock of the Company
issued in exchange for, or the proceeds of which are used to repurchase, redeem,
defease or otherwise acquire, all or any portion of the Series H Redeemable
Exchangeable Preferred Stock, Series M Redeemable Exchangeable Preferred Stock
or any other Mandatorily Redeemable Preferred Stock.

                  "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.

                  "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 writeoff or writedown 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:
<PAGE>   18
                                       10


                  (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 or in lieu of which other Securities have been
         authenticated and delivered pursuant to this 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;
<PAGE>   19
                                       11


                  (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;

                  (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;

<PAGE>   20
                                       12


                  (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;


                  (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" shall have the meaning set forth in
Section 303.

<PAGE>   21
                                       13

                  "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.

                  "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.

                  "Refinancing Indebtedness" means, with respect to any series
of Securities, 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 such Securities, so long as any such new
Indebtedness (a) is made subordinate to such Securities at least to the same
extent as the Indebtedness being refinanced and (b) does not have (i) an Average
Life less than the Average Life of the Indebtedness being refinanced, (ii) 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 of 1933, as amended, 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 the Registration Rights
Agreement dated March 22, 2001 among the Company and the Initial Purchasers, a
form of which Registration Rights Agreement is attached hereto as Exhibit B.

                  "Regular Record Date" for the interest payable on any Interest
Payment Date means the March 15 or September 15 (whether or not a Business Day),
as the case may be, next preceding such Interest Payment Date.
<PAGE>   22
                                       14


                  "Regulation S Global Security" shall have the meaning set
forth in Section 303.

                  "Responsible Officer", when used with respect to the Trustee,
means any vice president, any assistant secretary, any assistant treasurer, 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 to redeem, purchase,
         defease or otherwise acquire or retire for value, or permit any
         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 such Securities;
         provided, however, that any direct or indirect payment to redeem,
         purchase, defease or otherwise acquire or retire for value, or permit
         any 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 that is
         subordinate in right of payment to such 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;

                  (c) any direct or indirect payment 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; provided,
         however, that the redemption, purchase, defeasance or other acquisition
         or retirement of Mandatorily Redeemable Preferred Stock at its
         mandatory redemption or other maturity date shall not be a Restricted
         Payment if and to the extent any Indebtedness incurred to finance all
         or a portion of the purchase or redemption price does not have a
<PAGE>   23
                                       15


         final scheduled maturity date, or permit redemption at the option of
         the holder thereof, earlier than the final scheduled maturity of such
         Securities.

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" shall have the meaning set forth in
Section 205.

                  "Restricted Subsidiary" means any Subsidiary, whether existing
on the date hereof or created subsequent hereto, designated from time to time by
the Company as a "Restricted Subsidiary" and the initial Restricted Subsidiaries
designated by the Company are 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" shall have the meaning set forth
in Section 303.

                  "Securities Act" means the Securities Act of 1933, as amended.

                  "Securities Issue Date" means March 22, 2001 with respect to
the Initial Securities and the date of original issuance of the Exchange
Securities with respect to the Exchange 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
<PAGE>   24
                                       16

(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.


                  "Security" and "Securities" have the meaning set forth in the
second paragraph of this Indenture, such terms to include both the Initial
Securities and the Exchange Securities.


                  "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,
<PAGE>   25
                                       17

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 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 which is not a
Restricted Subsidiary.

                  "Voting Stock" means any Capital Stock having voting power
under ordinary circumstances to vote in the election of a majority 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).


<PAGE>   26
                                       18


                  SECTION 102. OTHER DEFINITIONS.


                                                                        DEFINED
               TERM                                                   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

                  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;
<PAGE>   27
                                       19


                  (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 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.
<PAGE>   28
                                       20


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 which 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 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.
<PAGE>   29
                                       21


                  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 Trustee Administration; 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 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
<PAGE>   30
                                       22


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.

                  SECTION 113. GOVERNING LAW.

                  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.

                  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
<PAGE>   31
                                       23


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 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.
<PAGE>   32
                                       24


                              CSC HOLDINGS, INC.

                    7 5/8% [Series B]* Senior Notes due 2011

No._____________                                            $___________________
                                                         CUSIP No. _____________

                  CSC Holdings, Inc., a Delaware corporation (herein called the
"Company", which term includes any successor entity under this Indenture
hereinafter referred to), for value received, hereby promises to pay to
_________________ or registered assigns the principal sum of ______ Dollars on
April 1, 2011, at the office or agency of the Company referred to below, and to
pay interest thereon on October 1, 2001, and semiannually thereafter, on April 1
and October 1 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 7 5/8% 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 Exchange Securities.
<PAGE>   33
                                       25


                  [The Holder of this Security is entitled to the benefits of
the Registration Rights Agreement, dated March 22, 2001 (the "Registration
Rights Agreement"), between the Company and the Initial Purchasers named
therein. In the event that either (i) a registration statement under the
Securities Act (the "Exchange Offer Registration Statement") with respect to an
exchange offer (the "Exchange Offer") for this Initial Security is not filed
with the Securities and Exchange Commission (the "Commission") on or prior to
May 21, 2001 or (ii) the Exchange Offer 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 September 18, 2001, 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 30 days following May 21, 2001 in the case of (i) above, or the first 90
days following September 18, 2001 in the case of (ii) above. Such interest rate
will increase by an additional one-quarter of one percent per annum at the
beginning of each subsequent 30-day period in the case of (i) above, or 90-day
period in the case of (ii) above, up to a maximum aggregate increase of one
percent per annum. Upon (x) the filing of a registration statement with respect
to the Exchange Offer or (y) the 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 will be reduced to 7 5/8% per annum.]**

                  If any interest has accrued on this Security in respect of any
period prior to the issuance of this Security, such interest will 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 will, as provided in such Indenture, be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the March 15 or September 15 (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


---------------------------
** Include only for Initial Securities.
<PAGE>   34
                                       26


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 will 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.

                  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 this 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
  ----------------------------------
<PAGE>   35
                                       27


                  SECTION 203. FORM OF REVERSE OF SECURITY.

                  This Security is one of a duly authorized issue of securities
of the Company designated as its 7 5/8% [Series B]* Senior Notes due 2011
(herein called the "Securities"), limited (except as otherwise provided in this
Indenture referred to below) in aggregate principal amount to $1,000,000,000,
which may be issued under an indenture (herein called the "Indenture") dated as
of March 22, 2001, between the Company and The Bank of New York, trustee (herein
called the "Trustee", which term includes any successor trustee under this
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 exchangeable under certain circumstances as
provided in the Indenture for the Company's 7 5/8% Series B Senior Notes due
2011 (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.]**

                  This Security is not subject to redemption at the option of
the Company prior to Maturity.

                  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 this 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, upon
compliance by the Company with certain conditions set forth therein, which
provisions apply to this Security.

--------------------------------
*   Include only for Exchange Securities.

**  Include only for Initial Securities.
<PAGE>   36
                                       28


                  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, will be issued to the
designated transferee or transferees.

                  The Securities are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple 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.

                  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.
<PAGE>   37
                                       29


                  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 which 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:

     [ ]   (a)  Pursuant to and in compliance with Rule 144A under the
                Securities Act of 1933, as amended (the "Securities Act");

           or

----------------------------
** Include only for Initial Securities.
<PAGE>   38
                                       30


     [ ]   (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 will
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:
<PAGE>   39
                                       31


<TABLE>
<CAPTION>
                                               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
--------    --------------   --------------    --------------     ------------
<S>         <C>              <C>               <C>                <C>

</TABLE>


                  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.

                                    THE BANK OF NEW YORK,
                                          as Trustee

                                    By
                                      ----------------------------------------
                                          Authorized Signatory
Dated:

                  SECTION 205. FORM OF LEGEND ON RESTRICTED SECURITIES.

                  During the period beginning on March 22, 2001 and ending on
the later of March 22, 2003 and the date two years after the last date on which
the Company or any Affiliate of the Company was the owner of an Initial Security
(or any Predecessor Security), any such Initial Security issued or owned during
the period set forth above, as the case may be, and any Initial Security issued
upon registration of transfer of, or in exchange for, or in lieu of, such
Initial 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 Initial
Security which is issued upon transfer of, or in exchange for, any Initial
Security which is not a Restricted Security or (b) any Initial 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:

                  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
<PAGE>   40
                                       32


         SUCH DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES
         DESCRIBED IN THE INDENTURE.

                  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.

                  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, 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 TWO YEARS AFTER THE 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 TO A PERSON IT
         REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN
         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
<PAGE>   41
                                       33


         OF THEM.
<PAGE>   42
                                       34


                  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.

                  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.
<PAGE>   43
                                       35


                                  ARTICLE THREE

                                 THE SECURITIES

                  SECTION 301. TITLE AND TERMS.

                  The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is limited to $1,000,000,000,
except 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 shall be known and designated as the
"7 5/8% Senior Notes due 2011" and the Exchange Securities shall be known and
designated as the "7 5/8% Series B Senior Notes due 2011" of the Company. Their
Stated Maturity shall be April 1, 2011, and they shall bear interest at the rate
of 7 5/8% per annum (except as otherwise provided for in the form of Security)
from the Security 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
October 1, 2001 and semiannually thereafter on April 1 and October 1 in each
year and at said Stated Maturity, until the principal thereof is paid or duly
provided for. The initial Interest Payment Date for any Security other than the
Initial Securities shall be the first October 1 or April 1 occurring after the
Security Issue Date for such Security. The initial Interest Payment Date for
each Initial Security shall be October 1, 2001. The Initial Securities and the
Exchange Securities 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.

                  The Securities are not subject to redemption at the option of
the Company.

                  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 will be senior unsecured obligations of the
Company and will rank pari passu in right of payment with all existing and
future unsubordinated indebtedness of the Company.
<PAGE>   44
                                       36


                  SECTION 302. DENOMINATIONS.

                  The Securities shall be issuable only in registered form
without coupons and only in denominations of $1,000 and any integral multiple
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 Securities for original issue in an aggregate principal amount of up to
$1,000,000,000.

                  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.

                  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
<PAGE>   45
                                       37


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 will 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 will 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.

                  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 will cause
definitive Securities to be prepared without unreasonable delay. After the
preparation of definitive Securities, the temporary Securities shall be
exchangeable for definitive Securities upon surrender of the temporary
Securities at the office or agency of the Company designated for such purpose
<PAGE>   46
                                       38


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 and Exchange 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 deliver, the
Securities which the Holder making the exchange is entitled to receive; provided
that no exchange of Initial 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 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.
<PAGE>   47
                                       39


                  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.

                  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.
<PAGE>   48
                                       40


                  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. The initial Interest Payment Date for any Security other than the
Initial Securities shall be the first April 1 or October 1 occurring after the
Securities Issue Date for such Security. The initial Interest Payment Date for
each Initial Security shall be October 1, 2001.

                  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 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
<PAGE>   49
                                       41


         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 which 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.

                  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
<PAGE>   50
                                       42


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 as directed by the
Company pursuant to a Company Order, provided, however, that the Trustee shall
not be required to destroy such canceled Securities.

                  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, if any, shall be entitled to the benefits of the
Registration Rights Agreement.

                  SECTION 312. CUSIP NUMBERS.

                  The Company in issuing the Securities may use "CUSIP" numbers
(if then generally in use) in addition to serial numbers, and, if so, the
Trustee shall use such "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 "CUSIP" numbers. The
Company will promptly notify the Trustee of any change in the "CUSIP" numbers.

                  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
<PAGE>   51
                                       43


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 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
<PAGE>   52
                                       44


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 which 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
         date which is two years (or such other period as may be prescribed by
         Rule 144(k) 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 last day on which the Company
         or any Affiliate of the Company was the owner of such Security or any
         Predecessor Security 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,
         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
<PAGE>   53
                                       45


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 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.
<PAGE>   54
                                       46


                  (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 will 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 March 22, 2003 and two years after
the last date on which the Company or any Affiliate of the Company was the owner
of such Restricted Security (or any predecessor of such Restricted Security) 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, 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 under the Securities Act and (ii) at the request of the
Trustee, the date which is two years 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.

                                  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
<PAGE>   55
                                       47


                  (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 (2) of Subsection (a)
of this Section 401, the obligations of the Trustee under Section 402 and the
last paragraph of Section 1003 shall survive such satisfaction and discharge.
<PAGE>   56
                                       48


                  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;
<PAGE>   57
                                       49


                  (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
<PAGE>   58
                                       50


the Company does not cure the Default within 60 days (30 days in the case of a
Default under Section 801 or 1004) 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
and the Exchange 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
Initial Securities and the Exchange 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
<PAGE>   59
                                       51


for herein shall be delivered or mailed to Toronto Dominion (Texas), Inc., 909
Fannin Street, Suite 1700, Houston, Texas 77010, Attention: Agency Department;
and to any other person who hereafter becomes an agent under the Bank Credit
Agreement, provided the 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 will, 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.
<PAGE>   60
                                       52


                  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.
<PAGE>   61
                                       53


                  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 Initial Securities and the Exchange 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
         reasonable indemnity 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;
<PAGE>   62
                                       54


it being understood and intended that no one or more Holders shall have any
right in any manner 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
<PAGE>   63
                                       55


from time to time, and as often as may be deemed expedient, by the Trustee or by
the Holders, as the case may be.

                  SECTION 512. CONTROL BY HOLDERS.

                  The Holders of a majority in principal amount of the Initial
Securities and the Exchange 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
         which is not inconsistent with such direction.

                  SECTION 513. WAIVER OF PAST DEFAULTS.

                  The Holders of a majority in principal amount of the Initial
Securities and the Exchange 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
<PAGE>   64
                                       56


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 Initial Securities and
the Exchange 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 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 will 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 will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will suffer
and permit the execution of every such power as though no such law had been
enacted.

                                   ARTICLE SIX

                                   THE TRUSTEE

                  SECTION 601. 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 the board of directors,
the executive committee or 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.
<PAGE>   65
                                       57


                  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 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 reasonable security or
         indemnity 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;
<PAGE>   66
                                       58


                  (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; and

                  (h) 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.

                  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:
<PAGE>   67
                                       59


                  (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);

                  (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 may be attributable to 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 will 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.

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

                  (b) The indenture dated as of February 15, 1993, for the
Company's 9 7/8% Senior Subordinated Debentures due 2013, the indenture dated as
of April 1, 1993, for the Company's 9 7/8% Senior Subordinated Debentures due
2023 the indenture dated as of November 1, 1995, for the Company's 9 1/4% Senior
Subordinated Debentures due 2005, the Company's 9 7/8% Senior Subordinated
Debentures due 2006 and the Company's 10 1/2% Senior
<PAGE>   68
                                       60


Subordinated Debentures due 2016, the indenture dated as of August 26, 1997 for
the Company's 8 1/8% Senior Debentures due 2009 and the indenture dated as of
July 1, 1998 for the Company's 7 1/4% Senior Notes due 2008 and 7 5/8% Senior
Debentures due 2018 and the indenture dated as of July 1, 1999 for the Company's
8 1/8% Senior Notes due 2009 and 8 1/8% Series B Senior Notes due 2009 shall be
deemed to be specifically described herein for the purposes of clause (i) of the
first proviso contained in 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 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.
<PAGE>   69
                                       61


                  (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, 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.
<PAGE>   70
                                       62


                  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
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 fro 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
<PAGE>   71
                                       63


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 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.

                                  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 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 April 30 of each year commencing with the
first April 30 after the Security Issue Date, 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
April 30 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 Securities Exchange Act of 1934; 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
<PAGE>   72
                                       64


         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 Securities Exchange Act
         of 1934 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 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.

                                  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,
<PAGE>   73
                                       65


         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, 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 will 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.
<PAGE>   74
                                       66


                                  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;

                  (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 Initial Securities and the Exchange Securities
then Outstanding, voting together as a single class, by Act of such Holders
delivered to the Company and the Trustee and the Company, each when authorized
by a Board Resolution, and the Trustee may enter
<PAGE>   75
                                       67


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 such percentage 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 entitled
to receive, 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
<PAGE>   76
                                       68


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.

                                   ARTICLE TEN

                                    COVENANTS

                  SECTION 1001. PAYMENT OF PRINCIPAL AND INTEREST.

                  The Company will 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 will 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 will 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.
<PAGE>   77
                                       69


                  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 will
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 will, 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 will 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 will, 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
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 will promptly notify the Trustee of such action or any
failure so to act.

                  The Company will 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 will:

                  (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
<PAGE>   78
                                       70


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 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 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 will 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
<PAGE>   79
                                       71


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 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 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 hereafter
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
<PAGE>   80
                                       72


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 July 1, 1988 would
exceed the sum of:

                  (a) $25,000,000, 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 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 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.
<PAGE>   81
                                       73


                  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.

                  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)
<PAGE>   82
                                       74


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 will 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 will deliver to the Trustee, within 120 days after
the end of each fiscal year ending after March 22, 2001, 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 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.
<PAGE>   83
                                       75


                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

                  SECTION 1101. NO RIGHT OF REDEMPTION.

                  The Securities are not subject to redemption at the option of
the Company.

                                 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.
<PAGE>   84
                                       76


                  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 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 which through the scheduled payment of
         principal and interest in respect thereof in accordance with their
         terms will 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 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
<PAGE>   85
                                       77


         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 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
         March 22, 2001, 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
<PAGE>   86
                                       78


         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.

                  (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.

                  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.
<PAGE>   87
                                       79


                  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.

                                    * * * * *
<PAGE>   88
                                       80


            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.
<PAGE>   89
            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: /s/ William J. Bell
                                        --------------------------------------
                                        Name:  William J. Bell
                                        Title: Vice Chairman


Attest:


/s/ Robert S. Lemle
---------------------------------------------------
Name:  Robert S. Lemle
Title: Vice Chairman, General Counsel
       and Secretary
<PAGE>   90
                                    THE BANK OF NEW YORK

                                    By: /s/ Julie Salovitch-Miller
                                        --------------------------------------
                                        Name:  Julie Salovitch-Miller
                                        Title: Vice President
<PAGE>   91
                                    EXHIBIT A

                            RESTRICTED SUBSIDIARIES(1)
                            (* - material subsidiary)

   151 Fulton Street Corporation
   A-R Cable Services - NY, Inc.
   Arsenal MSub 2 Inc.
   Cablevision Area 9 Corporation
   Cablevision Fairfield Corporation
   Cablevision Lightpath, Inc.
   Cablevision MFR, Inc.
   Cablevision of Brookhaven, Inc.
   Cablevision of Brookline, Inc.
   Cablevision of Cleveland G.P., Inc.
   Cablevision of Cleveland L.P., Inc.
   Cablevision of Cleveland, L.P.
   Cablevision of Connecticut Corporation
   Cablevision of Connecticut Limited Partnership
   Cablevision of Hudson County, Inc.
   Cablevision of Litchfield, Inc.
   Cablevision of Monmouth, Inc.
   Cablevision of New Jersey, Inc.
   Cablevision of Newark
   Cablevision of Oakland, Inc.
   Cablevision of Ossining Limited Partnership (f/k/a Cablevision of
     Brookline LP)
   Cablevision of Paterson, Inc.
   Cablevision of Rockland/Ramapo, Inc.
   Cablevision of Southern Westchester, Inc.
   Cablevision of the Midwest Holding, Inc.
   Cablevision of Wappingers Falls, Inc. (f/k/a Cablevision of Boston, Inc.)
   Cablevision of Warwick, Inc.
   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 (f/k/a NYC LP Corp.)
   Cablevision Systems of Southern Connecticut Limited Partnership
   Cablevision Systems Suffolk Corporation
   Cablevision Systems Westchester Corporation
<PAGE>   92
   Communications Development Corporation
   CSC Acquisition - MA, Inc.
   CSC Acquisition - NY, Inc.
   CSC Acquisition Corporation
   CSC Gateway Corporation
   CSC TKR, Inc.
   CSC TKR I, Inc.
   KRC/CCC Investment Partnership
   Montague Cable Company, Inc.
   Petra Cablevision Corporation
   Samson Cablevision Corp.
   Suffolk Cable Corporation
   Suffolk Cable of Shelter Island, Inc.
   Suffolk Cable of Smithtown, Inc.
   Telerama, Inc.
<PAGE>   93
                                    EXHIBIT B

                      FORM OF REGISTRATION RIGHTS AGREEMENT