<PAGE>

                                                                     EXHIBIT 4.2

                                                                  EXECUTION COPY

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

                         CABLEVISION SYSTEMS CORPORATION

                                     Issuer,

                                       to

                              THE BANK OF NEW YORK,

                                     Trustee

                                    INDENTURE

                            Dated as of April 6, 2004

                                  $500,000,000

                       Floating Rate Senior Notes due 2009

                  Floating Rate Series B Senior Notes due 2009

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

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

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

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                      PAGE
<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
                  "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
                  "Calculation Agent"..............................................................     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
                  "Consolidated Net Tangible Assets"...............................................     4
                  "corporation"....................................................................     5
                  "CSC Holdings"...................................................................     5
                  "Cumulative Cash Flow Credit"....................................................     5
                  "Cumulative Interest Expense"....................................................     5
                  "Debt"...........................................................................     5
                  "Default"........................................................................     6
                  "Depository".....................................................................     6
                  "Disqualified Stock".............................................................     6
                  "Event of Default"...............................................................     6
                  "Exchange Act"...................................................................     6
                  "Exchange Offer".................................................................     6
                  "Exchange Offer Registration Statement"..........................................     6
                  "Exchange Securities"............................................................     6
</TABLE>

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<TABLE>
<CAPTION>
                                                                                                      PAGE
<S>                                                                                                   <C>
"generally accepted accounting principles".........................................................     7
"Global Security"..................................................................................     7
"guarantee"........................................................................................     7
"Holder"...........................................................................................     7
"Indebtedness".....................................................................................     7
"Indenture"........................................................................................     7
"Initial Interest Payment Date"....................................................................     7
"Initial Purchasers"...............................................................................     8
"Initial Securities"...............................................................................     8
"Interest Determination Date",.....................................................................     8
"Interest Payment Date"............................................................................     8
"Interest Period"..................................................................................     8
"Interest Swap Obligations"........................................................................     8
"Investment".......................................................................................     8
"Lease"............................................................................................     8
"LIBOR"............................................................................................     8
"Lien".............................................................................................     9
"Liquidated Damages"...............................................................................     9
"London Business Day"..............................................................................     9
"Mandatorily Redeemable Preferred Stock"...........................................................    10
"Maturity".........................................................................................    10
"Officers' Certificate"............................................................................    10
"Operating Cash Flow"..............................................................................    10
"Opinion of Counsel"...............................................................................    10
"Outstanding"......................................................................................    10
"Paying Agent".....................................................................................    11
"Permitted Liens"..................................................................................    11
"Person"...........................................................................................    13
"Physical Security"................................................................................    13
"Predecessor Security".............................................................................    13
"Preferred Stock"..................................................................................    14
"Qualified Institutional Buyer" or "QIB"...........................................................    14
"Quotation Agent"..................................................................................    14
"Receivables and Related Assets"...................................................................    14
"Refinancing Indebtedness".........................................................................    14
"Registered Securities"............................................................................    14
"Registration Rights Agreement"....................................................................    14
"Regular Record Date"..............................................................................    15
"Regulation S Global Security".....................................................................    15
"Responsible Officer"..............................................................................    15
"Restricted Payment"...............................................................................    15
"Restricted Security"..............................................................................    16
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                                                      PAGE
<S>                                                                                                   <C>
                  "Restricted Subsidiary"..........................................................    16
                  "Rule 144A Global Security"......................................................    16
                  "Securities Act".................................................................    16
                  "Securities Issue Date"..........................................................    16
                  "Securitization Subsidiary"......................................................    17
                  "Security" and "Securities"......................................................    17
                  "Security Register" and "Security Registrar".....................................    17
                  "Senior Indebtedness"............................................................    17
                  "Shelf Registration Statement"...................................................    17
                  "Special Record Date"............................................................    17
                  "Stated Maturity"................................................................    17
                  "Stock Payment"..................................................................    18
                  "subsidiary".....................................................................    18
                  "Subsidiary".....................................................................    18
                  "Trust Indenture Act"............................................................    18
                  "Trustee"........................................................................    18
                  "Unrestricted Subsidiary"........................................................    18
                  "Voting Stock"...................................................................    18
         Section 102. Other Definitions............................................................    19
         Section 103. Compliance Certificates and Opinions.........................................    19
         Section 104. Form of Documents Delivered to Trustee.......................................    20
         Section 105. Acts of Holders..............................................................    20
         Section 106. Notices, Etc. to Trustee and Company.........................................    22
         Section 107. Notice to Holders; Waiver....................................................    22
         Section 108. Conflict of Any Provision of Indenture with Trust Indenture Act..............    22
         Section 109. Effect of Headings and Table of Contents.....................................    23
         Section 110. Successors and Assigns.......................................................    23
         Section 111. Separability Clause..........................................................    23
         Section 112. Benefits of Indenture........................................................    22
         Section 113. Governing Law................................................................    23
         Section 114. Legal Holidays...............................................................    23
         Section 115. No Recourse Against Others...................................................    24
ARTICLE TWO SECURITY FORMS.........................................................................    24
         Section 201. Forms Generally; Incorporation of Form in Indenture..........................    24
         Section 202. Form of Face of Security.....................................................    24
         Section 203. Form of Reverse of Security..................................................    28
         Section 204. Form of Trustee's Certificate of Authentication..............................    32
         Section 205. Form of Legend on Restricted Securities......................................    32
         Section 206. Form of Legend for Book-Entry Securities.....................................    33
ARTICLE THREE THE SECURITIES.......................................................................    34
         Section 301. Title and Terms..............................................................    34
         Section 302. Denominations................................................................    35
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                                                      PAGE
<S>                                                                                                   <C>
         Section 303. Execution, Authentication, Delivery and Dating...............................    35
         Section 304. Temporary Securities.........................................................    37
         Section 305. Registration, Registration of Transfer and Exchange..........................    37
         Section 306. Mutilated, Destroyed, Lost and Stolen Securities.............................    39
         Section 307. Payment of Interest; Interest Rights Preserved...............................    40
         Section 308. Persons Deemed Owners........................................................    41
         Section 309. Cancellation.................................................................    41
         Section 310. Computation of Interest......................................................    41
         Section 311. Registration Rights of Holders of Initial Securities.........................    41
         Section 312. CUSIP Numbers................................................................    41
         Section 313. Book-Entry Provisions for Global Securities..................................    42
         Section 314. Special Transfer Provisions..................................................    43
ARTICLE FOUR SATISFACTION AND DISCHARGE............................................................    46
         Section 401. Satisfaction and Discharge of Indenture......................................    46
         Section 402. Application of Trust Money...................................................    47
ARTICLE FIVE REMEDIES..............................................................................    47
         Section 501. Events of Default............................................................    47
         Section 502. Acceleration of Maturity; Rescission.........................................    49
         Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee..............    50
         Section 504. Trustee May File Proofs of Claim.............................................    51
         Section 505. Trustee May Enforce Claims Without Possession of Securities..................    51
         Section 506. Application of Money Collected...............................................    52
         Section 507. Limitation on Suits..........................................................    52
         Section 508. Unconditional Right of Holders to Receive Principal and Interest.............    53
         Section 509. Restoration of Rights and Remedies...........................................    53
         Section 510. Rights and Remedies Cumulative...............................................    53
         Section 511. Delay or Omission Not Waiver.................................................    53
         Section 512. Control by Holders...........................................................    54
         Section 513. Waiver of Past Defaults......................................................    54
         Section 514. Undertaking for Costs........................................................    54
         Section 515. Waiver of Stay, Extension or Usury Laws......................................    55
ARTICLE SIX THE TRUSTEE............................................................................    55
         Section 601. Certain Duties and Responsibilities..........................................    55
         Section 602. Certain Rights of Trustee....................................................    56
         Section 603. Not Responsible for Recitals or Issuance of Securities.......................    58
         Section 604. May Hold Securities..........................................................    58
         Section 605. Money Held in Trust..........................................................    58
         Section 606. Compensation and Reimbursement...............................................    58
         Section 607. Conflicting Interests........................................................    59
         Section 608. Corporate Trustee Required; Eligibility......................................    59
         Section 609. Resignation and Removal; Appointment of Successor............................    60
         Section 610. Acceptance of Appointment by Successor.......................................    61
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                                                      PAGE
<S>                                                                                                   <C>
         Section 611. Merger, Conversion, Consolidation or Succession to Business..................    61
         Section 612. Preferential Collection of Claims Against Company............................    62
         Section 613. Trustee's Application for Instructions from the Company......................    62
         Section 614. Notice of Defaults...........................................................    62
ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY....................................    63
         Section 701. Disclosure of Names and Addresses of Holders.................................    63
         Section 702. Reports by Trustee...........................................................    63
         Section 703. Reports by Company...........................................................    63
ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE.................................    64
         Section 801. Company May Consolidate, Etc., Only on Certain Terms.........................    64
         Section 802. Successor Substituted........................................................    65
ARTICLE NINE SUPPLEMENTAL INDENTURES...............................................................    65
         Section 901. Supplemental Indentures Without Consent of Holders...........................    65
         Section 902. Supplemental Indentures with Consent of Holders..............................    66
         Section 903. Execution of Supplemental Indentures.........................................    67
         Section 904. Effect of Supplemental Indentures............................................    67
         Section 905. Conformity with Trust Indenture Act..........................................    67
         Section 906. Reference in Securities to Supplemental Indentures...........................    67
ARTICLE TEN COVENANTS..............................................................................    67
         Section 1001. Payment of Principal and Interest...........................................    67
         Section 1002. Maintenance of Office or Agency.............................................    68
         Section 1003. Money for Security Payments to Be Held in Trust.............................    68
         Section 1004. Corporate Existence.........................................................    69
         Section 1005. Payment of Taxes and Other Claims...........................................    70
         Section 1006. Maintenance of Properties...................................................    70
         Section 1007. Limitation on Indebtedness..................................................    70
         Section 1008. Limitation on Liens.........................................................    70
         Section 1009. Limitation on Restricted Payments...........................................    71
         Section 1010. Limitation on Investments in Unrestricted Subsidiaries and Affiliates.......    72
         Section 1011. Transactions with Affiliates................................................    72
         Section 1012. Provision of Financial Statements...........................................    73
         Section 1013. Statement as to Compliance..................................................    73
         Section 1014. Waiver of Certain Covenants.................................................    73
         Section 1015. Statement by Officers as to Default.........................................    74
ARTICLE ELEVEN DEFEASANCE AND COVENANT DEFEASANCE..................................................    74
         Section 1101. Option to Effect Defeasance or Covenant Defeasance..........................    74
         Section 1102. Defeasance and Discharge....................................................    74
         Section 1103. Covenant Defeasance.........................................................    75
         Section 1104. Conditions to Defeasance or Covenant Defeasance.............................    75
         Section 1105. Deposited Money and U.S. Government Obligations to Be Held in Trust;
                  Other Miscellaneous Provisions...................................................    77
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                                                      PAGE
<S>                                                                                                   <C>
         Section 1106. Reinstatement...............................................................    77

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

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

ACKNOWLEDGMENTS....................................................................................    81
</TABLE>

EXHIBIT A         List of Restricted Subsidiaries

EXHIBIT B         Form of Registration Rights Agreement
<PAGE>

            INDENTURE dated as of April 6, 2004 between Cablevision Systems
Corporation, 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
Floating Rate Senior Notes due 2009 (hereinafter called the "Initial
Securities") and its Floating Rate Series B Senior Notes due 2009 (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

<PAGE>
                                       2

      principles" with respect to any computation required or permitted
      hereunder shall mean such accounting principles as were generally accepted
      in the United States as of August 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.

            "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 CSC Holdings; the Restricted
Subsidiaries (other than CSC Holdings) 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 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

<PAGE>
                                       3

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.

            "Calculation Agent" means The Bank of New York and its successors
and assigns.

            "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.

            "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.

<PAGE>
                                       5

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

            "CSC Holdings" means CSC Holdings, Inc., a Delaware corporation, and
its successors and assigns.

            "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 or CSC
      Holdings from the issuance or sale (other than to the Company or 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 or CSC
      Holdings from the issuance or sale (other than to the Company or 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 or CSC Holdings.

For purposes of this definition, the net proceeds in property other than cash
received by the Company or CSC Holdings 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 or CSC Holdings.

            "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
(or the Restricted Subsidiaries for periods prior to the incorporation of the
Company) for such period, determined on a consolidated basis in accordance with
generally accepted accounting principles, including interest expense
attributable to Capitalized Lease Obligations.

            "Debt" with respect to any Person means, without duplication, any
liability, whether or not contingent, (a) in respect of borrowed money or
evidenced by bonds, notes, debentures or similar instruments or letters of
credit (or reimbursement agreements with respect thereto), but excluding
reimbursement obligations under any surety bond, (b) representing the balance
deferred and unpaid of the purchase price of any property (including pursuant to

<PAGE>
                                       6

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.

            "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,

<PAGE>
                                       7

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.

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

<PAGE>
                                       8

            "Initial Purchasers" means J.P. Morgan Securities Inc., Credit
Suisse First Boston LLC, TD Securities (USA) Inc., BNP Paribas Securities Corp.,
RBC Capital Markets Corporation and Scotia Capital (USA) Inc.

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

            "Interest Determination Date", with respect to an Interest Period,
means the second London Banking Day preceding the first day of such Interest
Period.

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

            "Interest Period" means the period commencing on and including an
Interest Payment Date and ending on and including the day immediately preceding
the next succeeding Interest Payment Date, with the exception that the first
Interest Period shall commence on April 6, 2004 and end on September 30, 2004.

            "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.

            "LIBOR", with respect to an Interest Period, means the offered rate
(expressed as a percentage per annum) for deposits in U.S. dollars having an
index maturity of six months, in

<PAGE>
                                       9

amounts of at least $1.0 million, as such rate appears on Telerate Page 3750 at
approximately 11:00 a.m., London time, on the Interest Determination Date with
respect to such Interest Period. If Telerate Page 3750 is replaced by another
service or ceases to exist, the Calculation Agent shall use the replacing
service or such other service that may be nominated by the British Bankers'
Association for the purpose of displaying LIBOR for U.S. dollar deposits. If no
offered rate appears on Telerate Page 3750 on an Interest Determination Date at
approximately 11:00 a.m., London time, then the Calculation Agent (after
consultation with the Company) shall select four major banks in the London
interbank market and shall request each of their principal London offices to
provide a quotation of the rate (expressed as a percentage per annum) as of
approximately 11:00 a.m., London time, on such Interest Determination Date at
which deposits for a six-month period (beginning on the first day of such
Interest Period) in U.S. dollars in amounts of at least $1.0 million are offered
by it to prime banks in the London interbank market, on that date and at that
time, that is representative of single transactions at that time. If at least
two quotations are provided, LIBOR shall be the arithmetic average of the
quotations provided. Otherwise, the Calculation Agent shall select three major
banks in New York City and shall request each of them to provide a quotation of
the rate (expressed as a percentage per annum) offered by them as of
approximately 11:00 a.m., New York City time, on such Interest Determination
Date for loans in U.S. dollars to leading European banks having an index
maturity of six months (beginning on the first day of such Interest Period) in
an amount of at least $1.0 million that is representative of single transactions
at that time. If three quotations are provided, LIBOR shall be the arithmetic
average of the quotations provided. Otherwise, the rate of LIBOR for such
Interest Period shall be set equal to the rat of LIBOR for the Interest Period
that shall be current on such Interest Determination Date.

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

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

            "London Business Day" means a day on which dealings in deposits in
U.S. dollars are transacted or, with respect to any future date, are expected to
be transacted in the London interbank market.

<PAGE>
                                       10

            "Mandatorily Redeemable Preferred Stock" means the CSC Holdings'
Series A Exchangeable Participating Preferred Stock, Series H Redeemable
Exchangeable Preferred Stock, Series M Redeemable Exchangeable Preferred Stock
and any series of preferred stock of CSC Holdings 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 A Exchangeable Participating Preferred Stock,
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 (or the Restricted
Subsidiaries for periods prior to the incorporation of the Company) 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>
                                       11

            (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 1102 and
      1103, with respect to which the Company has effected defeasance and/or
      covenant defeasance as provided in Article Eleven; 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>
                                       12

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

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

            (f) Liens securing the Securities;

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

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

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

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

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

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

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

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

                                       13

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

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

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

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

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

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

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

            "Physical Security" 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,

<PAGE>

                                       14

for the purposes of this definition, any Security authenticated and delivered
under Section 306 in exchange for a mutilated security or in lieu of a lost,
destroyed or stolen Security shall be deemed to evidence the same debt as the
mutilated, lost, destroyed or stolen Security.

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

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

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

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

            "Refinancing Indebtedness" means 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.

            "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.

<PAGE>

                                       15

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

            "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,
      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 (it being understood that the use of such funds to repay
      Indebtedness that is later reborrowed to redeem, purchase, defease or
      otherwise acquire or retire the subordinate Indebtedness shall be
      considered a 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 that is not
      subordinate in right of payment to the Securities is incurred to

<PAGE>

                                       16

      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, (b) any Investment or designation of a Restricted Subsidiary as an
Unrestricted Subsidiary permitted under Section 1010 or (c) any redemption,
purchase, defeasance or other acquisition or retirement of the Mandatorily
Redeemable Preferred Stock.

            "Restricted Security" has the meaning specified in Section 205.

            "Restricted Subsidiary" means CSC Holdings and any other 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 (other than CSC Holdings) 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 (other than CSC Holdings) as an
Unrestricted Subsidiary in accordance with Section 1010.

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

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

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

<PAGE>

                                       17

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.

            "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.

<PAGE>

                                       18

            "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>

                                       19

            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>

                                       20

            (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>

                                       21

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>

                                     22

            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 Cablevision Systems Corporation, 1111 Stewart Avenue, Bethpage,
      New York 11714, Attention: Secretary, or at any other address previously
      furnished in writing to the Trustee by the Company.

            SECTION 107. NOTICE TO HOLDERS; WAIVER.

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

            Where this Indenture provides for notice in any manner, such notice
may be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

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

            SECTION 108. CONFLICT OF ANY PROVISION OF INDENTURE WITH TRUST
INDENTURE ACT.

            If and to the extent that any provision of this Indenture limits,
qualifies or

<PAGE>

                                       23

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

            SECTION 109. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

            SECTION 110. SUCCESSORS AND ASSIGNS.

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

            SECTION 111. SEPARABILITY CLAUSE.

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

            SECTION 112. BENEFITS OF INDENTURE.

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

            SECTION 113. GOVERNING LAW.

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

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

            SECTION 114. LEGAL HOLIDAYS.

            In any case where any Interest Payment Date, any date established
for payment of Defaulted Interest pursuant to Section 307, or any Maturity with
respect to any Security 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

<PAGE>

                                       24

the next succeeding Business Day with the same force and effect as if made on
the Interest Payment Date, or date established for payment of Defaulted Interest
pursuant to Section 307, or Maturity, and no interest shall accrue with respect
to such payment for the period from and after such Interest Payment Date, or
date established for payment of Defaulted Interest pursuant to Section 307, or
Maturity, as the case may be, to the next succeeding Business Day.

            SECTION 115. NO RECOURSE AGAINST OTHERS.

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

                                   ARTICLE TWO

                                 SECURITY FORMS

            SECTION 201. FORMS GENERALLY; INCORPORATION OF FORM IN INDENTURE.

            The Securities and the Trustee's certificate of authentication with
respect thereto shall be in substantially the forms set forth in this Article,
with such appropriate legends, insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution of the
Securities. Any portion of the text of any Security may be set forth on the
reverse thereof, with an appropriate reference thereto on the face of the
Security. Each Security shall be dated the date of its authentication.

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

            SECTION 202. FORM OF FACE OF SECURITY.

                         CABLEVISION SYSTEMS CORPORATION

      Floating Rate [Series B]* Senior Notes due 2009

No.____________
                                                         $______________________
---------------------
* Include only for Exchange Securities.

<PAGE>

                                       25

                                                        CUSIP No.______________

            Cablevision Systems Corporation, 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 1, 2009, at the office or agency of the Company referred to below, and
to pay interest thereon on [ ]**, and semiannually thereafter, on April 1 and
October 1 in each year from the Securities Issue Date or from the most recent
Interest Payment Date to which interest has been paid or duly provided for at a
rate per annum, reset semiannually, equal to LIBOR plus 4.50% (as determined by
the Calculation Agent in accordance with the next succeeding paragraph) 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.

            Interest on the Securities shall be calculated on the basis of the
actual number of days in an Interest Period and a 360-day year. All percentages
resulting from any of calculation of the interest rate on the Securities shall
be rounded, if necessary, to the nearest one hundred thousandth of a percentage
point, with five one-millionths of a percentage point being rounded upwards
(e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)) and all
dollar amounts used in or resulting from such calculations shall be rounded to
the nearest cent (with one-half cent being rounded upwards). The interest rate
on the Securities shall in no event be higher than the maximum rate permitted by
New York law, as the same may be modified by United States law of general
application.

            Promptly upon determination, the Calculation Agent shall inform the
Trustee and the Company of the interest rate for the next Interest Period.
Absent manifest error, the determination of the interest rate by the Calculation
Agent shall be binding and conclusive on the Holders of Securities, the Trustee
and the Company. The Calculation Agent shall, upon the request of the Holder of
any Security, provide the interest rate then in effect with respect to the
Securities.

            [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 spread
over LIBOR borne by this Security shall be increased by one-quarter of one
percent per annum for the first 90 days following May

----------------
**    In the case of an Initial Security, insert October 1, 2004. In the case of
      any Security other than an Initial Security, insert the relevant Initial
      Interest Payment Date.

<PAGE>

                                       26

11, 2005. Such spread 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 spread
over LIBOR borne by this Security shall be reduced to the original spread.]***

            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 March 15 or September 15 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for, and interest on such
defaulted interest at the interest rate borne by this Security, to the extent
lawful, shall forthwith cease to be payable to the Holder on such Regular Record
Date, and may be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities not less than 10
days prior to such Special Record Date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in the Indenture. Payment of the
principal of and interest on this Security shall be made at the office or agency
of the Company maintained for that purpose in The City of New York, or at such
other office or agency of the Company as may be maintained for such purpose, in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts; provided, however, that
payment of interest may be made at the option of the Company by check mailed to
the address of the Person entitled thereto as such address shall appear on the
Security Register.

            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.

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

<PAGE>

                                       27

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

                                                 CABLEVISION SYSTEMS CORPORATION

                                                 By ____________________________

Attest:

By ______________________________

<PAGE>

                                       28

            SECTION 203. FORM OF REVERSE OF SECURITY.

            This Security is one of a duly authorized issue of securities of the
Company designated as its Floating Rate [Series B]* Senior Notes due 2009
(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 Floating Rate Series B Senior Notes
due 2009 (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.]**

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

            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.

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

<PAGE>

                                       29

            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.

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

<PAGE>

                                       30

            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");

            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;

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

<PAGE>

                                       31

            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>

                                       32

<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>

                                       33

      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>

                                       34

      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 "Floating Rate Senior Notes due 2009" and the
Exchange Securities shall be known and designated as the "Floating Rate Series B
Senior Notes due 2009" of the Company. Their Stated Maturity shall be April 1,
2009, and they shall bear interest at the rate per annum, reset semiannually,
equal to LIBOR plus 4.50% (as determined by the Calculation Agent in accordance
with the next succeeding paragraph), 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 1 and October 1 of each year and at
said Stated Maturity, until the principal thereof is paid or duly provided for.

            Interest on the Securities shall be calculated on the basis of the
actual number of days in an Interest Period and a 360-day year. All percentages
resulting from any of calculation of the interest rate on the Securities shall
be rounded, if necessary, to the nearest one hundred thousandth of a percentage
point, with five one-millionths of a percentage point being rounded upwards
(e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)) and all
dollar amounts used in or resulting from such calculations shall be rounded to
the nearest cent (with one-half cent being rounded upwards). The interest rate
on the Securities shall in no event be higher than the maximum rate permitted by
New York law, as the same may be modified by United States law of general
application.

            Promptly upon determination, the Calculation Agent shall inform the
Trustee and

<PAGE>

                                       35

the Company of the interest rate for the next Interest Period. Absent manifest
error, the determination of the interest rate by the Calculation Agent shall be
binding and conclusive on the Holders of Securities, the Trustee and the
Company. The Calculation Agent shall, upon the request of the Holder of any
Security, provide the interest rate then in effect with respect to the
Securities.

            The term "Initial Interest Payment Date" means (a) with respect to
any Security other than the Initial Securities, the first April 1 or October 1
occurring after the Securities Issue Date for such Security and (b) with respect
to each Initial Security, October 1, 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 shall not be subject to redemption at the option of
the Company.

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

            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

<PAGE>

                                       36

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 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.

<PAGE>

                                       37

            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.

            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

<PAGE>

                                       38

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 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.

<PAGE>

                                       39

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

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

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

            SECTION 306. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

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

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

            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.

<PAGE>

                                       40

            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 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

<PAGE>

                                       41

      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 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 the
actual number of days in an Interest Period and a 360-day year.

            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

<PAGE>

                                       42

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 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

<PAGE>

                                       43

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.

            (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

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                                       44

      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):

            (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

<PAGE>

                                       45

      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.

            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

<PAGE>

                                       46

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,
            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;

<PAGE>

                                       47

            (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.

                                  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

<PAGE>

                                       48

      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 $25,000,000 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 $25,000,000 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 $25,000,000;

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

                  (i) commences a voluntary case or proceeding,

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

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

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

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

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

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

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

<PAGE>

                                       49

                  (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, 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)

<PAGE>

                                       50

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

            (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

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                                       51

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
      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,

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                                       52

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

            (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

<PAGE>

                                       53

            (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.

            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

<PAGE>

                                       54

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

            (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

<PAGE>

                                       55

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.

            (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).

<PAGE>

                                       56

            (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.

            (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;

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                                       57

            (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;

            (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;

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                                       58

            (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 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

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                                       59

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.

            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 April 6, 2004, for the Company's 8%
Senior Notes due 2012 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

<PAGE>

                                       60

Trustee publishes reports of condition at least annually, pursuant to law or to
the requirements of Federal, State, Territorial or District of Columbia
supervising or examining authority, then for the purposes of this Section 608,
the combined capital and surplus of the Trustee shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 608, it shall resign immediately
in the manner and with the effect hereinafter specified in this Article.

            SECTION 609. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

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

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

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

            (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

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                                       61

for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.

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

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

            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

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                                       62

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 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.

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                                       63

                                 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.

            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);

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                                       64

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

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

                                 ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

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

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

            (a) the Person formed by or surviving any such consolidation or
      merger (if other than the Company), or to which such sale, assignment,
      transfer, lease, 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

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                                       65

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

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

            SECTION 802. SUCCESSOR SUBSTITUTED.

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

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

            SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

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

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

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

            (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;

<PAGE>

                                       66

      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 1101, 1102 and 1103.

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

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

            SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

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

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

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

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

<PAGE>

                                       67

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

            SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES.

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

            SECTION 904. EFFECT OF SUPPLEMENTAL INDENTURES.

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

            SECTION 905. CONFORMITY WITH TRUST INDENTURE ACT.

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

            SECTION 906. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

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

                                  ARTICLE TEN

                                    COVENANTS

            SECTION 1001. PAYMENT OF PRINCIPAL AND INTEREST.

            The Company shall duly and punctually pay the principal of and
interest on the

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                                       68

Securities in accordance with the terms of the Securities and this Indenture.

            SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY.

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

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

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

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

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

<PAGE>

                                       69

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

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

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

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

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

            SECTION 1004. CORPORATE EXISTENCE.

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

<PAGE>

                                       70

            SECTION 1005. PAYMENT OF TAXES AND OTHER CLAIMS.

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

            SECTION 1006. MAINTENANCE OF PROPERTIES.

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

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

            SECTION 1007. LIMITATION ON INDEBTEDNESS.

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

<PAGE>

                                       71

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 such payment complied with the foregoing
provisions or this Section 1009; (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 and (iii) the retirement, redemption,
purchase, defeasance or other acquisition of any shares of CSC Holdings' Capital
Stock or warrants, rights or options to acquire Capital Stock of CSC Holdings 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 CSC Holdings' Capital Stock or warrants, rights
or options to acquire Capital Stock of CSC Holdings. 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) or (iii) 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.

<PAGE>

                                       72

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

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

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

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

            SECTION 1011. TRANSACTIONS WITH AFFILIATES.

            The Company shall not, and shall not permit any of its Subsidiaries
to, sell, lease, transfer or otherwise dispose of any of its properties or
assets to or purchase any property or assets from, or enter into any contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, an Affiliate of the Company that is not a Subsidiary, having a value, or for
consideration having a value, in excess of $25,000,000 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.

<PAGE>

                                       73

            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, 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
<PAGE>

                                       74

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

                       DEFEASANCE AND COVENANT DEFEASANCE

            SECTION 1101. 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 1102 or Section
1103 be applied to all Outstanding Securities upon compliance with the
conditions set forth below in this Article Eleven.

            SECTION 1102. DEFEASANCE AND DISCHARGE.

            Upon the Company's exercise under Section 1101 of the option
applicable to this Section 1102, 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 1105 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 1104 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 Eleven, the
Company may exercise its option under this Section 1102 notwithstanding the
prior exercise of its option under Section 1103 with respect to the

<PAGE>

                                       75

Securities.

            SECTION 1103. COVENANT DEFEASANCE.

            Upon the Company's exercise under Section 1101 of the option
applicable to this Section 1103, 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 1101 of the option
applicable to Section 1103, Sections 501(c) through 501(e) shall not constitute
Events of Default.

            SECTION 1104. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

            The following shall be the conditions to application of either
Section 1102 or Section 1103 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 Eleven 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

<PAGE>

                                       76

      on the day on which such payments are due and payable in accordance with
      the terms of this Indenture and of such Securities; provided that the
      Trustee shall have been irrevocably instructed to apply such money or the
      proceeds of such U.S. Government Obligations to said payments with respect
      to the Securities. For this purpose, "U.S. Government Obligations' means
      securities that are (x) direct obligations of the United States of America
      for the timely payment of which its full faith and credit is pledged or
      (y) obligations of a Person controlled or supervised by and acting as an
      agency or instrumentality of the United States of America the timely
      payment of which is unconditionally guaranteed as a full faith and credit
      obligation by the United States of America, which, in either case, are not
      callable or redeemable at the option of the issuer thereof, and shall also
      include a depository receipt issued by a bank (as defined in Section
      3(a)(2) of the Securities Act of 1933, as amended), as custodian with
      respect to any such U.S. Government Obligation or a specific payment of
      principal of or interest on any such U.S. Government Obligation held by
      such custodian for the account of the holder of such depository receipt;
      provided that (except as required by law) such 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 1102, 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 1103, 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

<PAGE>

                                       77

      income tax purposes as a result of such covenant defeasance and will be
      subject to federal income tax on the same amounts, in the same manner and
      at the same times as would have been the case if such covenant defeasance
      had not occurred.

            (6) In the case of an election under either Section 1102 or 1103,
      the Company shall represent to the Trustee that the deposit made by the
      Company pursuant to its election under Section 1102 or 1103 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 1102 or the covenant defeasance under Section
      1103 (as the case may be) have been complied with.

            SECTION 1105. 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 1105, the "Trustee") pursuant to Section 1104 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 Eleven.

            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 1104 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 Eleven 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 1104 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
1104(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 1106. REINSTATEMENT.

<PAGE>

                                       78

            If the Trustee or Paying Agent is unable to apply any money in
accordance with Section 1102 or 1103, as the case may be, by reason of any order
or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the Company's obligations under
this Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to Section 1102 or 1103, 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 1102 or 1103, 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.

                                                 CABLEVISION SYSTEMS CORPORATION

                                                 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

CSC Holdings, Inc.
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

<PAGE>

Cablevision Systems Long Island Corporation
Cablevision Systems New York City Corporation (f/k/a NYC LP Corp.)
Cablevision Systems of Southern Connecticut Limited Partnership
Cablevision Systems Suffolk Corporation
Cablevision Systems Westchester Corporation
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.

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                                    EXHIBIT B

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