<PAGE>


                                                                     Exhibit 4.2

                                                                  EXECUTION COPY


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

                               CSC HOLDINGS, INC.,

                                     Issuer,

                                       to

                              THE BANK OF NEW YORK,

                                     Trustee

                                    INDENTURE

                            Dated as of April 6, 2004

                                  $500,000,000

                          6 3/4% Senior Notes due 2012

                      6 3/4% Series B Senior Notes due 2012

================================================================================
<PAGE>
               RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT
                OF 1939 AND INDENTURE, DATED AS OF APRIL 6, 2004

<TABLE>
<CAPTION>
TRUST INDENTURE ACT SECTION                                   INDENTURE SECTION
---------------------------                                  -------------------
<S>                                                          <C>
Section 310(a)(1) ........................................   608
           (a)(2) ........................................   608
           (b) ...........................................   607, 609
Section 311(a) ...........................................   612
           (b) ...........................................   612
Section 312(a) ...........................................   607
           (b) ...........................................   607
           (c) ...........................................   701
Section 313 ..............................................   702
Section 314(a) ...........................................   703
           (a)(4) ........................................   1013
           (c)(1) ........................................   103
           (c)(2) ........................................   103
           (e) ...........................................   103
Section 315(b) ...........................................   601
Section 316(a)(last sentence) ............................   101 ("Outstanding")
           (a)(1)(A) .....................................   502, 512
           (a)(1)(B) .....................................   513
           (b) ...........................................   508
           (c) ...........................................   105(d)
Section 317(a)(1) ........................................   503
           (a)(2) ........................................   504
           (b) ...........................................   1003
Section 318(a) ...........................................   108
</TABLE>

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

<TABLE>
<CAPTION>
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                                                                            ----
<S>                                                                         <C>
RECITALS.................................................................     1
RECITALS OF THE COMPANY..................................................     1
ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION......     1
   Section 101. Definitions..............................................     1
      "Acquired Indebtedness"............................................     2
      "Additional Securities"............................................     2
      "Adjusted Treasury Rate"...........................................     2
      "Affiliate"........................................................     2
      "Agent Members"....................................................     2
      "Annualized Operating Cash Flow"...................................     2
      "Average Life".....................................................     2
      "Bank Credit Agreement"............................................     2
      "Banks"............................................................     3
      "Board of Directors"...............................................     3
      "Board Resolution".................................................     3
      "Book-Entry Security"..............................................     3
      "Business Day".....................................................     3
      "Capital Stock"....................................................     3
      "Capitalized Lease Obligation".....................................     3
      "Cash Flow Ratio"..................................................     4
      "Commission".......................................................     4
      "Common Stock".....................................................     4
      "Company"..........................................................     4
      "Company Request" or "Company Order"...............................     4
      "Comparable Treasury Issue"........................................     4
      "Comparable Treasury Price"........................................     4
      "Consolidated Net Tangible Assets".................................     5
      "Corporate Trust Office"...........................................     5
      "corporation"......................................................     5
      "Cumulative Cash Flow Credit"......................................     5
      "Cumulative Interest Expense"......................................     5
      "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"..............................................     7
      "generally accepted accounting principles".........................     7
</TABLE>
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<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
      "Global Security"..................................................     7
      "guarantee"........................................................     7
      "Holder"...........................................................     7
      "Indebtedness".....................................................     7
      "Indenture"........................................................     7
      "Initial Interest Payment Date"....................................     8
      "Initial Purchasers"...............................................     8
      "Initial Securities"...............................................     8
      "Interest Payment Date"............................................     8
      "Interest Swap Obligations"........................................     8
      "Investment".......................................................     8
      "Lease"............................................................     8
      "Lien".............................................................     8
      "Liquidated Damages"...............................................     9
      "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".............................................    12
      "Preferred Stock"..................................................    13
      "Qualified Institutional Buyer" or "QIB"...........................    13
      "Quotation Agent"..................................................    13
      "Receivables and Related Assets"...................................    13
      "Redemption Date"..................................................    13
      "Redemption Price".................................................    13
      "Reference Treasury Dealer"........................................    13
      "Reference Treasury Dealer Quotations".............................    13
      "Refinancing Indebtedness".........................................    13
      "Registered Securities"............................................    14
      "Registration Rights Agreement"....................................    14
      "Regular Record Date"..............................................    14
      "Regulation S Global Security".....................................    14
      "Responsible Officer"..............................................    14
      "Restricted Payment"...............................................    14
      "Restricted Security"..............................................    15
      "Restricted Subsidiary"............................................    15
      "Rule 144A Global Security"........................................    15
</TABLE>
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<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
      "Securities Act"...................................................    16
      "Securities Issue Date"............................................    16
      "Securitization Subsidiary"........................................    16
      "Security" and "Securities"........................................    16
      "Security Register" and "Security Registrar".......................    16
      "Senior Indebtedness"..............................................    16
      "Shelf Registration Statement".....................................    16
      "Special Record Date"..............................................    16
      "Stated Maturity"..................................................    17
      "Stock Payment"....................................................    17
      "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..............................    26
   Section 204. Form of Trustee's Certificate of Authentication..........    30
   Section 205. Form of Legend on Restricted Securities..................    30
   Section 206. Form of Legend for Book-Entry Securities.................    31
ARTICLE THREE THE SECURITIES.............................................    32
   Section 301. Title and Terms..........................................    32
   Section 302. Denominations............................................    33
   Section 303. Execution, Authentication, Delivery and Dating...........    33
   Section 304. Temporary Securities.....................................    35
   Section 305. Registration, Registration of Transfer and Exchange......    35
</TABLE>
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<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
   Section 306. Mutilated, Destroyed, Lost and Stolen Securities.........    36
   Section 307. Payment of Interest; Interest Rights Preserved...........    37
   Section 308. Persons Deemed Owners....................................    38
   Section 309. Cancellation.............................................    38
   Section 310. Computation of Interest..................................    39
   Section 311. Registration Rights of Holders of Initial Securities.....    39
   Section 312. CUSIP Numbers............................................    39
   Section 313. Book-Entry Provisions for Global Securities..............    39
   Section 314. Special Transfer Provisions..............................    41
ARTICLE FOUR SATISFACTION AND DISCHARGE..................................    43
   Section 401. Satisfaction and Discharge of Indenture..................    43
   Section 402. Application of Trust Money...............................    44
ARTICLE FIVE REMEDIES....................................................    45
   Section 501. Events of Default........................................    45
   Section 502. Acceleration of Maturity; Rescission.....................    46
   Section 503. Collection of Indebtedness and Suits for Enforcement
                by Trustee...............................................    47
   Section 504. Trustee May File Proofs of Claim.........................    48
   Section 505. Trustee May Enforce Claims Without Possession of
                Securities...............................................    49
   Section 506. Application of Money Collected...........................    49
   Section 507. Limitation on Suits......................................    49
   Section 508. Unconditional Right of Holders to Receive Principal
                and Interest.............................................    50
   Section 509. Restoration of Rights and Remedies.......................    50
   Section 510. Rights and Remedies Cumulative...........................    51
   Section 511. Delay or Omission Not Waiver.............................    51
   Section 512. Control by Holders.......................................    51
   Section 513. Waiver of Past Defaults..................................    51
   Section 514. Undertaking for Costs....................................    52
   Section 515. Waiver of Stay, Extension or Usury Laws..................    52
ARTICLE SIX THE TRUSTEE..................................................    52
   Section 601. Certain Duties and Responsibilities......................    52
   Section 602. Certain Rights of Trustee................................    54
   Section 603. Not Responsible for Recitals or Issuance of Securities...    55
   Section 604. May Hold Securities......................................    55
   Section 605. Money Held in Trust......................................    56
   Section 606. Compensation and Reimbursement...........................    56
   Section 607. Conflicting Interests....................................    57
   Section 608. Corporate Trustee Required; Eligibility..................    57
   Section 609. Resignation and Removal; Appointment of Successor........    57
   Section 610. Acceptance of Appointment by Successor...................    59
   Section 611. Merger, Conversion, Consolidation or Succession to
                Business.................................................    59
   Section 612. Preferential Collection of Claims Against Company........    59
   Section 613. Trustee's Application for Instructions from the Company..    59
   Section 614. Notice of Defaults.......................................    60
</TABLE>
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<TABLE>
<CAPTION>
                                                                            PAGE
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<S>                                                                         <C>
ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY..........    60
   Section 701. Disclosure of Names and Addresses of Holders.............    60
   Section 702. Reports by Trustee.......................................    60
   Section 703. Reports by Company.......................................    60
ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE.......    62
   Section 801. Company May Consolidate, Etc., Only on Certain Terms.....    62
   Section 802. Successor Substituted....................................    62
ARTICLE NINE SUPPLEMENTAL INDENTURES.....................................    63
   Section 901. Supplemental Indentures Without Consent of Holders.......    63
   Section 902. Supplemental Indentures with Consent of Holders..........    63
   Section 903. Execution of Supplemental Indentures.....................    64
   Section 904. Effect of Supplemental Indentures........................    64
   Section 905. Conformity with Trust Indenture Act......................    64
   Section 906. Reference in Securities to Supplemental Indentures.......    65
ARTICLE TEN COVENANTS....................................................    65
   Section 1001. Payment of Principal and Interest.......................    65
   Section 1002. Maintenance of Office or Agency.........................    65
   Section 1003. Money for Security Payments to Be Held in Trust.........    66
   Section 1004. Corporate Existence.....................................    67
   Section 1005. Payment of Taxes and Other Claims.......................    67
   Section 1006. Maintenance of Properties...............................    67
   Section 1007. Limitation on Indebtedness..............................    68
   Section 1008. Limitation on Liens.....................................    68
   Section 1009. Limitation on Restricted Payments.......................    68
   Section 1010. Limitation on Investments in Unrestricted Subsidiaries
                 and Affiliates..........................................    69
   Section 1011. Transactions with Affiliates............................    70
   Section 1012. Provision of Financial Statements.......................    70
   Section 1013. Statement as to Compliance..............................    70
   Section 1014. Waiver of Certain Covenants.............................    71
   Section 1015. Statement by Officers as to Default.....................    71
ARTICLE ELEVEN REDEMPTION OF SECURITIES..................................    71
   Section 1101. Notices to Trustee......................................    71
   Section 1102. Selection of Securities to Be Redeemed..................    71
   Section 1103. Notice of Redemption....................................    72
   Section 1104. Effect of Notice of Redemption..........................    73
   Section 1105. Deposit of Redemption Price.............................    73
   Section 1106. Securities Redeemed in Part.............................    73
   Section 1107. Optional Redemption.....................................    73
ARTICLE TWELVE DEFEASANCE AND COVENANT DEFEASANCE........................    74
   Section 1201. Option to Effect Defeasance or Covenant Defeasance......    74
   Section 1202. Defeasance and Discharge................................    74
   Section 1203. Covenant Defeasance.....................................    75
</TABLE>
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<TABLE>
<CAPTION>
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<S>                                                                         <C>
   Section 1204. Conditions to Defeasance or Covenant Defeasance.........    75
   Section 1205. Deposited Money and U.S. Government Obligations to Be
                 Held in Trust; Other Miscellaneous Provisions...........    77
   Section 1206. Reinstatement...........................................    77

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

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

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

EXHIBIT A List of Restricted Subsidiaries

EXHIBIT B Form of Registration Rights Agreement
</TABLE>
<PAGE>
          INDENTURE dated as of April 6, 2004 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 6 3/4%
Senior Notes due 2012 (hereinafter called the "Initial Securities") and its 6
3/4% Series B Senior Notes due 2012 (the "Exchange Securities," and together
with the Initial Securities and any Additional Securities, the "Securities"), of
substantially the tenor and amount hereinafter set forth, and to provide
therefor the Company has duly authorized the execution and delivery of this
Indenture;

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

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                  ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

          SECTION 101. DEFINITIONS.

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

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

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

          (c) all accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with generally accepted accounting
     principles and, except as otherwise herein expressly provided, the term
     "generally accepted accounting principles" with respect to any computation
     required or permitted hereunder shall mean such
<PAGE>
                                       2


     accounting principles as were generally accepted in the United States as of
     August 15, 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.

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

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

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

          "Agent Members" has the meaning specified in Section 313.

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

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

          "Bank Credit Agreement" means the Seventh Amended and Restated Credit
Agreement, dated as of June 26, 2001, among the Company; the Restricted
Subsidiaries party thereto; the banks party thereto; Toronto Dominion (Texas),
Inc., as Administrative Agent; TD Securities (USA) Inc. and Banc of America
Securities LLC, as Co-Lead Arrangers and Co-Book Managers; Bank of America, N.A.
as Syndication Agent; The Bank of New York and The Bank
<PAGE>
                                       3


of Nova Scotia, as Co-Documentation Agents and Arrangers; The Chase Manhattan
Bank, as Co-Documentation Agent; Fleet National Bank, J.P. Morgan Securities
Inc., Mizuho Financial Group and Salomon Smith Barney Inc., as Arrangers; Bank
of Montreal, Barclays Bank plc, BNP Paribas, Credit Lyonnais New York Branch,
Dresdner Bank AG, New York and Grand Cayman branches, First Union National Bank,
and Royal Bank of Canada as Managing Agents; and Societe Generale and Suntrust
Bank, as Co-Agents, as amended by Amendment No. 1 thereto, dated July 20, 2001,
Amendment No. 2 thereto, dated November 19, 2001, and Amendment No. 3 and
Waiver, dated August 14, 2002, as in effect on the date hereof and as such
agreement may be amended or replaced from time to time.

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

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

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

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

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

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

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

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

          "Comparable Treasury Price" means, with respect to any redemption
date, (1) the average of the Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest such Reference Treasury
Dealer Quotations, or (2) if the trustee obtains fewer than three such Reference
Treasury Dealer Quotations, the average of all such quotations.
<PAGE>
                                       5


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

          "Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered, which office on the date hereof is located at 101 Barclay Street,
8th Floor West, 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.
<PAGE>
                                       6


          "Debt" with respect to any Person means, without duplication, any
liability, whether or not contingent, (a) in respect of borrowed money or
evidenced by bonds, notes, debentures or similar instruments or letters of
credit (or reimbursement agreements with respect thereto), but excluding
reimbursement obligations under any surety bond, (b) representing the balance
deferred and unpaid of the purchase price of any property (including pursuant to
Capitalized Lease Obligations), except any such balance that constitutes a trade
payable, (c) under Interest Swap Agreements (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" shall 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 that is, or after notice or passage of time
or both would be, an Event of Default.

          "Depository" means, with respect to the Securities issued in the form
of one or more Book-Entry Securities, The Depository Trust Company or another
Person designated as Depository by the Company, which must be a clearing agency
registered under the Exchange Act.

          "Disqualified Stock" means any Capital Stock of the Company or any
Restricted Subsidiary which, by its terms (or by the terms of any security into
which it is convertible or for which it is exchangeable), or upon the happening
of any event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or is redeemable at the option of the holder thereof,
in whole or in part, on or prior to the maturity date of the Securities.

          "Event of Default" has the meaning specified in Article Five.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended.

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

          "Exchange Offer Registration Statement" means the Exchange Offer
Registration Statement as defined in the Registration Rights Agreement.
<PAGE>
                                       7


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

          "generally accepted accounting principles" or "GAAP" means generally
accepted accounting principles in the United States, 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.
<PAGE>
                                       8


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

          "Initial Purchasers" means Citigroup Global Markets Inc., Banc of
America Securities LLC, Bear, Stearns & Co. Inc., Merrill Lynch, Pierce, Fenner
& Smith Incorporated, Wachovia Capital Markets, LLC, Credit Lyonnais Securities
(USA) Inc. and Harris Nesbitt Corp.

          "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, 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>
                                       9


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

          "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 write-off or write-down of Investments by
the Company or any Restricted Subsidiary in Affiliates). For purposes of
determining Operating Cash Flow, there shall be excluded all management fees
until actually paid to the Company or any Restricted Subsidiary in cash.

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

          "Outstanding" when used with respect to Securities means, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except:
<PAGE>
                                       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 which, 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>
                                       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;

          (o) Leases under which the Company or any Restricted Subsidiary is the
     lessee or the lessor;
<PAGE>
                                       12


          (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" has the meaning specified in Section 303.

          "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for a mutilated
security or in lieu of a lost, destroyed or stolen Security shall be deemed to
evidence the same debt as the mutilated, lost, destroyed or stolen Security.
<PAGE>
                                       13


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

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

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

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

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

          "Redemption Price" has the meaning specified in Section 1107.

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

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

          "Refinancing Indebtedness" means Indebtedness of the Company incurred
to redeem, repurchase, defease or otherwise acquire or retire for value other
Indebtedness that is subordinate in right of payment to the Securities, so long
as any such new Indebtedness (a) is made subordinate to the Securities at least
to the same extent as the Indebtedness being refinanced and (b) does not 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.
<PAGE>
                                       14


          "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, with respect to the Initial
Securities, the Registration Rights Agreement, dated April 6, 2004, among the
Company and the Initial Purchasers, a form of which Registration Rights
Agreement is attached hereto as Exhibit B, and, with respect to any Additional
Securities, one or more registration rights agreements between the Company and
the other parties thereto, as such agreement(s) may be amended, modified or
supplemented from time to time, relating to rights given by the Company to the
purchasers of Additional Securities to register such Additional Securities under
the Securities Act.

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

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

          "Responsible Officer", when used with respect to the Trustee, means
any vice president, any assistant 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 by the Company or a Restricted
     Subsidiary to redeem, purchase, defease or otherwise acquire or retire for
     value, prior to any scheduled maturity, scheduled repayment or scheduled
     sinking fund payment, any Indebtedness of the Company that is subordinate
     in right of payment to the Securities; provided, however, that any direct
     or indirect payment by the Company or a Restricted Subsidiary to redeem,
     purchase, defease or otherwise acquire or retire for value, prior to any
     scheduled maturity, scheduled repayment or scheduled sinking fund payment,
     any Indebtedness that is subordinate in right of payment to the Securities
     shall not be a Restricted Payment if either (i) after giving effect
     thereto, the ratio of the Senior Indebtedness of the Company and the
     Restricted Subsidiaries to Annualized Operating Cash Flow determined as of
     the last day of the most recent month for which financial information is
     available is less than or equal to 5 to 1 or (ii) such subordinate
     Indebtedness is redeemed, purchased, defeased or otherwise acquired or
     retired in exchange for, or out of (x) the proceeds of a sale (within one
     year before or 180 days after such redemption, purchase, defeasance,
<PAGE>
                                       15


     acquisition or retirement) of Refinancing Indebtedness or Capital Stock of
     the Company or warrants, rights or options to acquire Capital Stock of the
     Company or (y) any source of funds other than the incurrence of
     Indebtedness; or

          (c) any direct or indirect payment by the Company or a Restricted
     Subsidiary to redeem, purchase, defease or otherwise acquire or retire for
     value any Disqualified Stock at its mandatory redemption date or other
     maturity date if and to the extent that Indebtedness is incurred to finance
     such redemption, purchase, defeasance or other acquisition or retirement;
     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 final scheduled
     maturity date, or permit redemption at the option of the holder thereof,
     earlier than the final scheduled maturity of the 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" has the meaning specified in Section 205.

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

          "Rule 144A Global Security" has the meaning specified in Section 303.
<PAGE>
                                       16


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

          "Securities Issue Date" means April 6, 2004 with respect to the
Initial Securities, the date of original issuance of the Exchange Securities
with respect to the Exchange Securities, and the date of original issuance of
the Additional Securities with respect to any Additional Securities.

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

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

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

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

          "Shelf Registration Statement" means the Shelf Registration Statement
as defined in the Registration Rights Agreement.

          "Special Record Date" means a date fixed by the Trustee for the
payment of any Defaulted Interest pursuant to Section 307.
<PAGE>
                                       17


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

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

          "subsidiary" means, as to a particular parent entity at any time, any
entity of which more than 50% of the outstanding Voting Stock or other equity
interest entitled ordinarily to vote in the election of the directors or other
governing body (however designated) of such entity is at the time beneficially
owned or controlled directly or indirectly by such parent corporation, by one or
more such entities or by such parent corporation and one or more such entities.

          "Subsidiary" means any subsidiary of the Company.

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

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

          "Unrestricted Subsidiary" means any Subsidiary that is not a
Restricted Subsidiary.

          "Voting Stock" means any Capital Stock having voting power under
ordinary circumstances to vote in the election of the directors of a corporation
(irrespective of whether or not at the time stock of any other class or classes
shall have or might have voting power by reason of the happening of any
contingency).
<PAGE>
                                       18


          SECTION 102. OTHER DEFINITIONS.

<TABLE>
<CAPTION>
                                                                        DEFINED
                                TERM                                  IN SECTION
                                ----                                  ----------
<S>                                                                   <C>
"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
</TABLE>

          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>
                                       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. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for
<PAGE>
                                       20


any purpose of this Indenture and (subject to Trust Indenture Act Section 315)
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section 105.

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

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

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

          If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other Act may be given before or after
such record date, but only the Holders of record at the close of business on
such record date shall be deemed to be Holders for the purposes of determining
whether Holders of the requisite proportion of Securities then Outstanding have
authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other Act, and for this purpose the
Securities then Outstanding shall be 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>
                                       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
     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 conflicts with the duties imposed by Trust Indenture Act Sections
310 to 318, inclusive, or
<PAGE>
                                       22


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 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
<PAGE>
                                       23


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.

                               CSC HOLDINGS, INC.

     6 3/4% [Series B]* Senior Notes due 2012

No. __________                                                    $ ____________
                                                            CUSIP No. __________

----------
*    Include only for Exchange Securities.
<PAGE>
                                       24


          CSC Holdings, Inc., a Delaware corporation (herein called the
"Company", which term includes any successor entity under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
_________________ or registered assigns the principal sum of ______ Dollars on
April 15, 2012, at the office or agency of the Company referred to below, and to
pay interest thereon on [ ]**, and semiannually thereafter, on April 15 and
October 15 in each year from the Securities Issue Date or from the most recent
Interest Payment Date to which interest has been paid or duly provided for at
the rate of 6 3/4% 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.

          [The Holder of this Security is entitled to the benefits of the
Registration Rights Agreement, dated April 6, 2004 (the "Registration Rights
Agreement"), between the Company and the Initial Purchasers named therein. In
the event that an exchange offer (the "Exchange Offer") for this Initial
Security is not consummated or a registration statement under the Securities Act
with respect to resales of this Security (the "Shelf Registration Statement") is
not declared effective by the Commission on or prior to May 11, 2005, in either
case, in accordance with the Registration Rights Agreement, the aforesaid
interest rate borne by this Security shall be increased by one-quarter of one
percent per annum for the first 90 days following May 11, 2005. Such interest
rate shall increase by an additional one-quarter of one percent per annum
thereafter, up to a maximum aggregate increase of one half of one percent per
annum. Upon 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 shall be reduced to 6 3/4% per annum.]***

          If any interest has accrued on this Security in respect of any period
prior to the issuance of this Security, such interest shall be payable in
respect of such period at the rate or rates borne by the Predecessor Security
surrendered in exchange for this Security from time to time during such period.
The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date shall, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the April 1 or October 1 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for, and interest on such
defaulted interest at the interest rate borne by this Security, to the extent
lawful, shall forthwith cease to be payable to the Holder on such Regular Record
Date, and may be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities not less than 10
days prior to such Special Record Date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any

----------
**   In the case of an Initial Security, insert October 15, 2004. In the case of
     any Security other than an Initial Security, insert the relevant Initial
     Interest Payment Date.

***  Include only for Initial Securities. In the case of any Additional
     Securities, briefly describe terms of the applicable registration rights
     agreement.
<PAGE>
                                       25


securities exchange on which the Securities may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in the
Indenture. Payment of the principal of and interest on this Security shall be
made at the office or agency of the Company maintained for that purpose in The
City of New York, or at such other office or agency of the Company as may be
maintained for such purpose, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that payment of interest may be made at the
option of the Company by check mailed to the address of the Person entitled
thereto as such address shall appear on the Security Register.

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

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

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

                                        CSC HOLDINGS, INC.


                                        By
                                           -------------------------------------


Attest:


By
   ----------------------------------
<PAGE>
                                       26


          SECTION 203. FORM OF REVERSE OF SECURITY.

          This Security is one of a duly authorized issue of securities of the
Company designated as its 6 3/4% [Series B]* Senior Notes due 2012 (herein
called the "Securities"), which may be issued under an indenture (herein called
the "Indenture") dated as of April 6, 2004, between the Company and The Bank of
New York, trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties, obligations and immunities thereunder of
the Company, the Trustee, the holders of the Senior Indebtedness and the Holders
of the Securities, and of the terms upon which the Securities are, and are to
be, authenticated and delivered. This Security is one of the series designated
on the face hereof, initially limited in aggregate principal amount to
$500,000,000; provided, however, that the Company may from time to time, without
notice to or the consent of the Holders of Securities, create and issue further
Securities of this series (the "Additional Securities") having the same terms
and ranking equally and ratably with the Securities of this series in all
respects and with the same CUSIP number as the Securities of this series, or in
all respects except for payment of interest accruing prior to the issue date of
such Additional Securities or except for the first payment of interest following
the issue date of such Additional Securities. Any Additional Securities shall be
consolidated and form a single series with the Securities and shall have the
same terms as to status, redemption and otherwise as the Securities. Any
Additional Securities may be issued pursuant to authorization provided by a
resolution of the Board of Directors of the Company, a supplement to the
Indenture, or under an Officers' Certificate pursuant to the Indenture. No
Additional Securities may be issued if an Event of Default has occurred with
respect to the Securities of this series.

          [This Security is exchangeable under certain circumstances as provided
in the Indenture for the Company's 6 3/4% Series B Senior Notes due 2012 (herein
called the "Exchange Securities"), issued under the Indenture. Unless the
context otherwise requires, the Securities and Exchange Securities shall
constitute one series for all purposes under the Indenture, including without
limitation amendments and waivers.]**

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

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

**   Include only for Initial Securities and any Additional Securities.
<PAGE>
                                       27


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

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

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

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

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

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

          The Securities are issuable only in registered form without coupons in
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.
<PAGE>
                                       28


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

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

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

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

                           CERTIFICATE OF TRANSFER***

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

________________________________________________________________________________
       (Please typewrite or print name and taxpayer identification number)

________________________________________________________________________________
                       (Please typewrite or print address)

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

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

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

----------
***  Include only for Initial Securities and any Additional Securities.
<PAGE>
                                       29


          or

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

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

Dated:
       ------------------------------


Signature
          ---------------------------

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

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

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


Dated:
       ---------------                  ----------------------------------------
                                          To be signed by an executive officer

                 SCHEDULE OF EXCHANGES FOR DEFINITIVE SECURITIES

     The following exchanges of a part of this Security in global form for
definitive Securities or of definitive Securities for a part of this Security in
global form have been made:
<PAGE>
                                       30


<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 the Securities Issue Date with respect
to a Security that is not an Exchange Security and ending on the later of the
date occurring two years after such date and the date occurring two years after
the last date on which the Company or any Affiliate of the Company was the owner
of such Security (or any Predecessor Security), any such Security issued or
owned during the period set forth above, as the case may be, and any Security
(other than an Exchange Security) issued upon registration of transfer of, or in
exchange for, or in lieu of, such Security shall be deemed a "Restricted
Security" and shall be subject to the restrictions on transfer provided in the
legend set forth below; provided, however, that the term "Restricted Security"
shall not include (a) any Security which is issued upon transfer of, or in
exchange for, any Security which is not a Restricted Security or (b) any
Security (other than an Exchange Security) as to which such restrictions on
transfer have been terminated in accordance with Section 314 or (c) any Exchange
Security issued pursuant to an Exchange Offer. Any Restricted Security shall
bear a legend in substantially the following form:

          THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
     1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS.
     NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
     REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
     DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION
     IS
<PAGE>
                                       31


     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 THAT PURCHASES FOR ITS OWN
     ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
     NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
     (D) OUTSIDE THE UNITED STATES PURSUANT TO OFFERS AND SALES TO NON-U.S.
     PERSONS IN AN OFFSHORE TRANSACTION PURSUANT TO REGULATION S UNDER THE
     SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER
     THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
     REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S
     AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT
     TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
     CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.

          SECTION 206. FORM OF LEGEND FOR BOOK-ENTRY SECURITIES.

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

          THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
     HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
     NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR
     A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART
     MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR
     ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

          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
<PAGE>
                                       32


     REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND SUCH CERTIFICATE ISSUED
     IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO.,
     OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
     DEPOSITORY TRUST COMPANY, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
     VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE REGISTERED
     OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                                  ARTICLE THREE

                                 THE SECURITIES

          SECTION 301. TITLE AND TERMS.

          The aggregate principal amount of Initial Securities that may be
authenticated and delivered under this Indenture is limited to $500,000,000 and
the aggregate principal amount of Exchange Securities and Additional Securities
is unlimited, except, in each case, for Securities authenticated and delivered
upon registration of transfer of, or in exchange for, or in lieu of, other
Securities pursuant to Section 303, 304, 305, 306 or 906.

          The Initial Securities and the Additional Securities, if any, shall be
known and designated as the "6 3/4% Senior Notes due 2012" and the Exchange
Securities shall be known and designated as the "6 3/4% Series B Senior Notes
due 2012" of the Company. Their Stated Maturity shall be April 15, 2012, and
they shall bear interest at the rate of 6 3/4% per annum (except as otherwise
provided for in the form of Security) from the relevant Securities Issue Date,
or the most recent Interest Payment Date to which interest has been paid or duly
provided for on a given Security or a Security surrendered in exchange for such
Security, as the case may be, payable on the relevant Initial Interest Payment
Date (as defined below) and semiannually thereafter on April 15 and October 15
of each year and at said Stated Maturity, until the principal thereof is paid or
duly provided for. The term "Initial Interest Payment Date" means (a) with
respect to any Security other than the Initial Securities, the first April 15 or
October 15 occurring after the Securities Issue Date for such Security and (b)
with respect to each Initial Security, October 15, 2004. The Initial Securities,
the Exchange Securities and any Additional Securities issued hereunder shall
rank pari passu.

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

          The Securities are subject to redemption at the option of the Company
on terms and in the manner set forth in Sections 1101 through 1106 hereof.
<PAGE>
                                       33


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

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

          SECTION 302. DENOMINATIONS.

          The Securities shall be issuable only in registered form without
coupons and only in 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 (a)
the Initial Securities for original issue in an aggregate principal amount of up
to $500,000,000, (b) the Exchange Securities for issue only in a registered
Exchange Offer pursuant to the Registration Rights Agreement for a like
principal amount of the Initial Securities or Additional Securities, if any, and
(c) Additional Securities as set forth below.

          Each Security shall be dated the date of its authentication.

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

          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
<PAGE>
                                       34


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

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

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

          The Company may, subject to Article Ten of this Indenture and
applicable law, issue under this Indenture Additional Securities and Exchange
Securities therefor; provided, however, that the Company may not issue any
Additional Securities if an Event of Default with respect to any Outstanding
Securities shall have occurred and be continuing at the time of such issuance.
All Securities issued under this Indenture shall be treated as a single class
for all purposes under this Indenture.
<PAGE>
                                       35


          SECTION 304. TEMPORARY SECURITIES.

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

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

          SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

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

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

          At the option of the Holder, Securities may be exchanged for other
Securities of any authorized denomination or denominations and of a like
aggregate principal amount upon surrender of the Securities to be exchanged at
such office or agency. Whenever any Securities are so surrendered for exchange,
the Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive; provided
that no exchange of Initial Securities or Additional Securities for Exchange
Securities shall occur
<PAGE>
                                       36


until an Exchange Offer Registration Statement shall have been declared
effective by the Commission, the Trustee shall have received an Officers'
Certificate confirming that the Exchange Offer Registration Statement has been
declared effective by the Commission and the Initial Securities or Additional
Securities to be exchanged for the Exchange Securities shall be canceled by the
Trustee.

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

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

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

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

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

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

          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
<PAGE>
                                       37


authenticate and deliver, in exchange for any such mutilated Security or in lieu
of any such destroyed, lost or stolen Security, a replacement Security of like
tenor and principal amount, and bearing a number not contemporaneously
outstanding.

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

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

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

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

          SECTION 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

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

          Any interest on any Security which is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date and interest on such
defaulted interest at the interest 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
<PAGE>
                                       38


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

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

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

          SECTION 308. PERSONS DEEMED OWNERS.

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

          SECTION 309. CANCELLATION.

          All Securities surrendered for payment, registration of transfer or
exchange shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee and shall be promptly canceled by it. The Company may
at any time deliver to the Trustee for cancellation
<PAGE>
                                       39


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 and holders of Additional 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 shall 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>
                                       40


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 amount of
Physical Securities of like tenor of authorized denominations.
<PAGE>
                                       41


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

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

          SECTION 314. SPECIAL TRANSFER PROVISIONS.

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

          (i) the Security Registrar shall register the transfer of any
     Restricted Security if (x) the requested transfer is not prior to the 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 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):
<PAGE>
                                       42


          (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.

          (d) Private Placement Legend. Upon the registration of transfer,
exchange or replacement of Restricted Securities, the Security Registrar shall
deliver only Securities that bear the legend set forth in Section 205 unless the
circumstances contemplated by clause (a)(1)(x) of this Section 314 exist. By its
acceptance of any Security bearing the legend set forth in Section 205, each
Holder of such a Security acknowledges the restrictions on transfer of such
Security set forth in this Indenture and in such legend and agrees that it shall
transfer such Security only as provided in this Indenture.
<PAGE>
                                       43


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

          (e) Termination of Restrictions. The restrictions imposed by this
Section 314 upon the transferability of any particular Restricted Security shall
cease and terminate (i) on the later of the date occurring two years after the
Securities Issue Date with respect to such Restricted Security (or any
Predecessor Security of such Restricted Security) 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 Security 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 or any Additional Security, as the case may be, of like tenor and
aggregate principal amount, which shall not bear the restrictive legend required
by Section 205. The Company shall inform the Trustee in writing of (i) the
effective date of any registration statement registering the Initial Securities
or any Additional Security, as the case may be, under the Securities Act and
(ii) at the request of the Trustee, the date which is 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

          (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,
<PAGE>
                                       44


          as provided in Section 1003) have been delivered to the Trustee for
          cancellation; or

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

                    (A)  have become due and payable, or

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

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

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

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

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 606 and, if money shall
have been deposited with the Trustee pursuant to subclause (ii) of Subsection
(a) of this Section 401, the obligations of the Trustee under Section 402 and
the last paragraph of Section 1003 shall survive such satisfaction and
discharge.

          SECTION 402. APPLICATION OF TRUST MONEY.

          Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as Paying Agent) as the Trustee may determine, to
the Persons entitled thereto, of the principal and interest for whose payment
such money has been deposited with the Trustee.
<PAGE>
                                       45


                                  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;

          (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:
<PAGE>
                                       46


               (i) commences a voluntary case or proceeding,

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

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

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

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

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

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

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

               (iii) orders the liquidation of the Company;

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

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

          A Default under Section 501(c) is not an Event of Default until the
Trustee notifies the Company in writing, or the Holders of at least 25% in
principal amount of the Securities then Outstanding notify the Company and the
Trustee in writing, of the Default, and the Company does not cure the Default
within 60 days (30 days in the case of a Default under Section 801 or 1004)
after receipt of the notice. The notice must specify the Default, demand that it
be remedied and state that the notice is a "Notice of Default." Such notice to
the Company shall be given by the Trustee if so requested in writing by the
Holders of 25% of the principal amount of the Securities then Outstanding.

          SECTION 502. ACCELERATION OF MATURITY; RESCISSION.

          If an Event of Default (other than an Event of Default specified in
Section 501(f) or 501(g)) occurs and is continuing, the Trustee or the Holders
of at least 25% of the principal amount of the Initial Securities, Exchange
Securities and any Additional Securities then Outstanding, voting together as a
single class, by written notice to the Company and the agents,
<PAGE>
                                       47


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

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

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

          Notices by the Trustee to the agents under the Bank Credit Agreement
provided for herein shall be delivered or mailed to Toronto Dominion (Texas),
Inc., 909 Fannin Street, Suite 1700, Houston, Texas 77010, Attention: Manager,
Syndications and Credit; 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
<PAGE>
                                       48


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

the Company shall, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and interest, with interest upon the overdue principal
and, to the extent that payment of such interest shall be legally enforceable,
upon overdue installments of interest, at the rate borne by the Securities; and,
in addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

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

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

          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
<PAGE>
                                       49


     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.

          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
<PAGE>
                                       50


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

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

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

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

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

it being understood and intended that no one or more Holders shall have any
right in any manner 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.
<PAGE>
                                       51


          SECTION 510. RIGHTS AND REMEDIES CUMULATIVE.

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

          SECTION 511. DELAY OR OMISSION NOT WAIVER.

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

          SECTION 512. CONTROL BY HOLDERS.

          The Holders of a majority in principal amount of the Securities then
Outstanding, voting together as a single class, shall have the right to direct
the time, method and place of conducting any proceeding for any remedy available
to the Trustee, or exercising any trust or power conferred on the Trustee,
provided that

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

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

          SECTION 513. WAIVER OF PAST DEFAULTS.

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

          (a) in the payment of the principal of or interest on any Security, or
<PAGE>
                                       52


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

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

          SECTION 514. UNDERTAKING FOR COSTS.

          All parties to this Indenture agree, and each Holder of any Security
by his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section 514 shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of the Securities then
Outstanding, voting together as a single class, or to any suit instituted by any
Holder for the enforcement of the payment of the principal of or interest on any
Security on or after the respective Stated Maturities expressed in such
Security; provided that neither this Section 514 nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company.

          SECTION 515. WAIVER OF STAY, EXTENSION OR USURY LAWS.

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

                                   ARTICLE SIX

                                   THE TRUSTEE

          SECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES.
<PAGE>
                                       53


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

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

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

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

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

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

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

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

               (iv) no provision of this Indenture shall require the Trustee to
          expend or risk its own funds or otherwise incur any financial
          liability in the performance of any of its duties hereunder, or in the
          exercise of any of its rights or powers, if it shall have reasonable
          grounds for believing that repayment of such funds or adequate
          indemnity against such risk or liability is not reasonably assured to
          it.
<PAGE>
                                       54


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

          SECTION 602. CERTAIN RIGHTS OF TRUSTEE.

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

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

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

          (c) whenever in the administration of this Indenture the Trustee shall
     deem it desirable that a matter be proved or established prior to taking,
     suffering or omitting any 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>
                                       55


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

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

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

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

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

          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
<PAGE>
                                       56


Company with the same rights it would have if it were not Trustee, Paying Agent,
Security Registrar or such other agent.

          SECTION 605. MONEY HELD IN TRUST.

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

          SECTION 606. COMPENSATION AND REIMBURSEMENT.

          The Company agrees:

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

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

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

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

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

          The provisions of this Section 606 shall survive the termination of
this Indenture.
<PAGE>
                                       57


          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 102% Senior
Subordinated Debentures due 2016; the indenture dated as of August 15, 1997 for
the Company's 8 1/8% Senior Debentures due 2009; the indenture dated as of
July 1, 1998 for the Company's 7 1/4% Senior Notes due 2008, the indenture dated
as of July 1, 1998 for the Company's 7 5/8% Senior Debentures due 2018; 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; the indenture dated as of
December 1, 1997 relating to the Company's 7 7/8% Senior Notes due 2007 and to
the Company's 7 7/8% Senior Debentures due 2018; and the indenture dated as of
March 22, 2001 relating to the Company's 7 5/8% Senior Notes due 2011, 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.
<PAGE>
                                       58


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

          (d) If at any time:

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

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

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

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

          (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, the
Company, by a Board Resolution, 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
<PAGE>
                                       59


appear in the Security Register. Each notice shall include the name of the
successor Trustee and the address of its Corporate Trust Office.

          SECTION 610. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

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

          SECTION 611. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS.

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

          SECTION 612. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

          SECTION 613. TRUSTEE'S APPLICATION FOR INSTRUCTIONS FROM THE COMPANY.

          Any application by the Trustee for written instructions from the
Company may, at the option of the Trustee, set forth in writing any action
proposed to be taken or omitted by the
<PAGE>
                                       60


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

          SECTION 614. NOTICE OF DEFAULTS.

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

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

          SECTION 701. DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS.

          Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee or any
agent of either of them shall be held accountable by reason of the disclosure of
any information as to the names and addresses of the Holders in accordance with
Trust Indenture Act Section 312, regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under Trust Indenture
Act Section 312.

          SECTION 702. REPORTS BY TRUSTEE.

          Within 60 days after May 15 of each year commencing with May 15, 2005,
the Trustee shall transmit by mail to all Holders, as their names and addresses
appear in the Security Register, as provided in Trust Indenture Act Section
313(c), a brief report dated as of such May 15 if required by Trust Indenture
Act Section 313(a).

          SECTION 703. REPORTS BY COMPANY.
<PAGE>
                                       61


          The Company shall:

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

          (b) file with the Trustee and the Commission, in accordance with rules
     and regulations prescribed from time to time by the Commission, such
     additional information, documents and reports with respect to compliance by
     the Company with the conditions and covenants of this Indenture as may be
     required from time to time by such rules and regulations; delivery of such
     reports, information and documents to the Trustee is for informational
     purposes only and the Trustee's receipt of such shall not constitute
     constructive notice of any information contained therein or determinable
     from information contained therein, including the Company's compliance with
     any of its covenants 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.
<PAGE>
                                       62


                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

          SECTION 801. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

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

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

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

          (c) immediately after such transaction, and after giving effect
     thereto, the Person formed by or surviving any such consolidation or
     merger, or to which such sale, assignment, transfer, lease or conveyance or
     disposition shall have been made (the "successor"), shall have a Cash Flow
     Ratio not in excess of 9 to 1; and

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

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

          SECTION 802. SUCCESSOR SUBSTITUTED.

          Upon any consolidation or merger, or any sale, assignment, transfer,
Lease or conveyance or other disposition of all or substantially all of the
assets, of the Company in accordance with Section 801, the successor Person
formed by such consolidation or into which the Company is merged or to which
such sale, assignment, transfer, Lease, conveyance or other disposition is made
shall succeed to, and be substituted for, and may exercise every right and power
of, the Company under this Indenture with the same effect as if such successor
Person had been named as the Company herein. When a successor assumes all the
obligations of its predecessor under this Indenture and the Securities, the
predecessor shall be released from those obligations, provided that in the case
of a transfer by Lease, the predecessor corporation shall not be released from
the payment of principal and interest on the Securities.
<PAGE>
                                       63


                                  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 Securities then Outstanding, voting together
as a single class, by Act of such Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee may
enter into one or more indentures supplemental hereto for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of this Indenture or of waiving or modifying in any manner the rights of the
Holders
<PAGE>
                                       64


under this Indenture; provided, however, that no such supplemental indenture,
amendment or waiver shall, without the consent of the Holder of each Outstanding
Security affected thereby:

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

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

          (c) modify any of the provisions of this Section 902 or Section 513,
     except to increase any the percentage in principal amount of the
     Outstanding Securities the consent of whose Holders is required for the
     relevant action or to provide that certain other provisions of this
     Indenture cannot be modified or waived without the consent of the Holder of
     each Outstanding Security affected thereby.

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

          SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES.

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

          SECTION 904. EFFECT OF SUPPLEMENTAL INDENTURES.

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

          SECTION 905. CONFORMITY WITH TRUST INDENTURE ACT.
<PAGE>
                                       65


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

          SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY.

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

          The Company may from time to time designate one or more other offices
or agencies (in or outside of The City of New York) where the Securities may be
presented or surrendered for any or all such purposes, and may from time to time
rescind such designation; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain
an office or agency in The City of New York for such purposes. The Company shall
give prompt written notice to the Trustee of any such designation or rescission
and any change in the location of any such office or agency.
<PAGE>
                                       66


          SECTION 1003. MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST.

          If the Company shall at any time act as its own Paying Agent, it
shall, on or before each due date of the principal of or interest on any of the
Securities, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal or interest so becoming due until
such sums shall be paid to such Persons or otherwise disposed of as herein
provided, and shall promptly notify the Trustee of its action or failure so to
act.

          Whenever the Company shall have one or more Paying Agents for the
Securities, it shall, on or before each due date of the principal of or interest
on any Securities, deposit with a Paying Agent a sum in same day funds (or New
York Clearing House funds if such deposit is made prior to the date on which
such deposit is required to be made) sufficient to pay the principal or interest
so becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal or interest and (unless such Paying Agent is the
Trustee) the Company shall promptly notify the Trustee of such action or any
failure so to act.

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

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

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

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

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

          Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of or interest on any
Security and remaining unclaimed for two years after such principal or interest
has become due and payable shall be paid to the Company on Company Request or
(if then held by the Company) shall be discharged from such trust; and the
Holder of such Security shall thereafter, as an unsecured general creditor, look
<PAGE>
                                       67


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 the board of
directors of the Restricted Subsidiary concerned, shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company or such Restricted Subsidiary and that the loss thereof is not
disadvantageous in any material respect to the Holders.

          SECTION 1005. PAYMENT OF TAXES AND OTHER CLAIMS.

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

          SECTION 1006. MAINTENANCE OF PROPERTIES.

          The Company shall cause all material properties owned by or leased to
it or any Restricted Subsidiary and necessary in the conduct of its business or
the business of such Restricted Subsidiary to be maintained and kept in normal
condition, repair and working order, ordinary wear and tear excepted; provided
that nothing in this Section 1006 shall prevent the Company or any Restricted
Subsidiary from discontinuing the use, operation or maintenance of any of such
properties, or disposing of any of them, if such discontinuance or disposal is,
in the judgment of the Board of Directors or the board of directors of the
Restricted Subsidiary concerned, or of any officer (or other agent employed by
the Company or any Restricted Subsidiary) of the Company or such Restricted
Subsidiary having managerial responsibility for any such property, desirable in
the conduct of the business of the Company or any Restricted Subsidiary of the
Company and if such discontinuance or disposal is not adverse in any material
respect to the Holders.
<PAGE>
                                       68


          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 thereafter acquired,
or any income, profits or proceeds therefrom, or assign or otherwise convey any
right to receive income thereon, unless (x) in the case of any Lien securing
Indebtedness that is subordinated in right of payment to the Securities, the
Securities are secured by a Lien on such property, assets or proceeds that is
senior in priority to such Lien and (y) in the case of any other Lien, the
Securities are equally and ratably secured.

          SECTION 1009. LIMITATION ON RESTRICTED PAYMENTS.

          Except as otherwise provided in this Section 1009, the Company shall
not, and shall not permit any Restricted Subsidiary to, make any Restricted
Payment if (a) at the time of such proposed Restricted Payment, a Default or
Event of Default shall have occurred and be continuing or shall occur as a
consequence of such Restricted Payment or (b) immediately after giving effect to
such Restricted Payment, the aggregate of all Restricted Payments that shall
have been made on or after 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
<PAGE>
                                       69


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

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

          SECTION 1010. LIMITATION ON INVESTMENTS IN UNRESTRICTED SUBSIDIARIES
AND AFFILIATES.

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

          The foregoing provisions of this Section 1010 shall not prohibit (a)
any renewal or reclassification of any Investment existing on the date hereof or
(b) trade credit extended on usual and customary terms in the ordinary course of
business.
<PAGE>
                                       70


          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)
within 75 days after the end of each of the first three fiscal quarters of each
fiscal year, quarterly reports containing the information required to be
contained in Form 10-Q promulgated under the Exchange Act, or substantially the
same information required to be contained in any successor form.

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

          SECTION 1013. STATEMENT AS TO COMPLIANCE.

          The Company shall deliver to the Trustee, within 120 days after the
end of each fiscal year ending after April 6, 2004, a brief certificate of its
principal executive officer,
<PAGE>
                                       71


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.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

          SECTION 1101. NOTICES TO TRUSTEE.

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

          SECTION 1102. SELECTION OF SECURITIES TO BE REDEEMED.

          (a) If less than all of the Securities are to be redeemed at any time,
the Trustee shall select the Securities to be redeemed among the Holders of the
Securities in compliance with the requirements of the principal national
securities exchange, if any, on which the Securities are listed or, if the
Securities are not so listed, on a pro rata basis, by lot or in accordance with
any other method the Trustee considers fair and appropriate. In the event of
partial redemption by
<PAGE>
                                       72


lot, the particular Securities to be redeemed shall be selected, unless
otherwise provided herein, not less than 30 nor more than 60 days prior to the
Redemption Date by the Trustee from the outstanding Securities not previously
called for redemption.

          (b) The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption and, in the case of any Security selected for
partial redemption, the principal amount at maturity thereof to be redeemed. No
Securities in amounts of $1,000 or less shall be redeemed in part. Securities
and portions of Securities selected shall be in amounts of $1,000 or whole
multiples of $1,000; except that if all of the Securities of a Holder are to be
redeemed, the entire outstanding amount of Securities held by such Holder, even
if not a multiple of $1,000, shall be redeemed. Except as provided in the
preceding sentence, provisions of this Indenture that apply to Securities called
for redemption also apply to portions of Securities called for redemption.

          SECTION 1103. NOTICE OF REDEMPTION.

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

          The notice shall identify the Securities to be redeemed and shall
state:

          (i) the Redemption Date;

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

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

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

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

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

          (b) At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company shall have delivered to the Trustee, at least 45 days prior to the
Redemption Date, an Officers' Certificate
<PAGE>
                                       73


requesting that the Trustee give such notice and setting forth the information
to be stated in such notice as provided in the preceding paragraph. The notice,
if mailed in the manner provided herein shall be presumed to have been given,
whether or not the Holder receives such notice.

          SECTION 1104. EFFECT OF NOTICE OF REDEMPTION.

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

          SECTION 1105. DEPOSIT OF REDEMPTION PRICE.

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

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

          SECTION 1106. SECURITIES REDEEMED IN PART.

          Upon surrender of a Security that is redeemed in part, the Company
shall issue and the Trustee shall authenticate for the Holder at the expense of
the Company a new Security equal in principal amount to the unredeemed portion
of the Security surrendered. No Securities in denominations of $1,000 or less
shall be redeemed in part.

          SECTION 1107. OPTIONAL REDEMPTION.

          At its option, the Company may redeem the Securities, in whole or in
part, at any time and from time to time at a redemption price (the "Redemption
Price") equal to the greater of (a) 100% of the principal amount of the
Securities to be redeemed, or (b) as determined by a Quotation Agent, the sum of
the present values of the remaining scheduled payments of principal and interest
thereon (not including any Liquidated Damages or any portion of such payments of
<PAGE>
                                       74


interest accrued to the Redemption Date) discounted to the Redemption Date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at
the Adjusted Treasury Rate plus 50 basis points, plus, in each case, accrued and
unpaid interest to the Redemption Date.

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

                                 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>
                                       75


          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 (as
     defined below) which through the scheduled payment of principal and
     interest in respect thereof in accordance with their terms shall provide,
     not later than one day before the due date of any payment, cash in U.S.
     Dollars in an amount, or (C) a combination thereof, sufficient, in the
     opinion of a nationally recognized firm of independent public accountants
     expressed in a written certification thereof delivered to the Trustee, to
     pay and discharge and which shall be applied by the Trustee (or other
     qualifying trustee) to pay and discharge, (i) the principal of and interest
     on the Outstanding Securities on the Stated Maturity of such principal or
     installment of principal or interest and (ii) any mandatory sinking fund
     payments or analogous payments applicable to the Outstanding Securities on
     the day on which such payments are due and payable in accordance with the
     terms of this Indenture and of such Securities; provided that the Trustee
     shall have been irrevocably instructed to apply such money or the proceeds
     of such U.S. Government
<PAGE>
                                       76


     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 April 6, 2004, there
     has been a change in the applicable federal income tax law, in either case,
     to the effect that, and based thereon such opinion shall confirm that, the
     Holders of the Outstanding Securities will not recognize income, gain or
     loss for federal income tax purposes as a result of such defeasance and
     will be subject to federal income tax on the same amounts, in the same
     manner and at the same times as would have been the case if such defeasance
     had not occurred.

          (5) In the case of an election under Section 1203, the Company shall
     have delivered to the Trustee an Opinion of Counsel in the United States to
     the effect that the Holders of the Outstanding Securities will not
     recognize income, gain or loss for federal income tax purposes as a result
     of such covenant defeasance and will be subject to federal income tax on
     the same amounts, in the same manner and at the same times as would have
     been the case if such covenant defeasance had not occurred.
<PAGE>
                                       77


          (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.

          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
<PAGE>
                                       78


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>
                                       79


          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>
          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/ Victoria D. Salhus
-------------------------------------
Name:
      -------------------------------
Title:
       ------------------------------
<PAGE>
                                        THE BANK OF NEW YORK


                                        By: /s/ Ming Ryan
                                            ------------------------------------
                                            Name:  Ming Ryan
                                            Title: Vice President
<PAGE>
                                    EXHIBIT A

                             RESTRICTED SUBSIDIARIES

151 Fulton Street Corporation
1047 E 46th Street Corporation
2234 Fulton Street Corporation
A-R Cable Services - NY, Inc.
Arsenal MSub 2 Inc.
Cablevision Area 9 Corporation
Cablevision Digital Development, LLC
Cablevision Fairfield Corporation
Cablevision Lightpath, Inc.
Cablevision Lightpath - CT, Inc.
Cablevision Lightpath - NJ, Inc.
Cablevision Lightpath - NY, 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, LLC
Cablevision of Ossining Limited Partnership (f/k/a Cablevision of Brookline LP)
Cablevision of Paterson, LLC
Cablevision of Rockland/Ramapo, LLC
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, LLC
Cablevision Systems Brookline Corporation
Cablevision Systems Dutchess Corporation
Cablevision Systems East Hampton Corporation
Cablevision Systems Great Neck Corporation
Cablevision Systems Huntington Corporation
Cablevision Systems Islip Corporation
Cablevision Systems Long Island Corporation
Cablevision Systems New York City Corporation (f/k/a NYC LP Corp.)
<PAGE>
Cablevision Systems of Southern Connecticut Limited Partnership
Cablevision Systems Suffolk Corporation
Cablevision Systems Westchester Corporation
Communications Development Corporation
CSC Acquisition - MA, Inc.
CSC Acquisition - NY, Inc.
CSC Acquisition Corporation
CSC Gateway Corporation
CSC Optimum Holdings, LLC
CSC TKR, Inc.
CSC TKR I, Inc.
KRC/CCC Investment Partnership
Petra Cablevision Corporation
Samson Cablevision Corp.
Suffolk Cable Corporation
Suffolk Cable of Shelter Island, Inc.
Suffolk Cable of Smithtown, Inc.
Telerama, Inc.
<PAGE>
                                    EXHIBIT B

                      FORM OF REGISTRATION RIGHTS AGREEMENT