Exhibit 10.42


 


EXECUTION VERSION


 




 





PLEDGE AGREEMENT





dated as of February 24, 2006





Among





CSC HOLDINGS, INC.

and



CERTAIN SUBSIDIARIES OF CSC HOLDINGS, INC.,



as Pledgors





and





BANK OF AMERICA, N.A.,

as Secured Party




 





 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECURITY INTEREST

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.01.

  	
   

  	
  Grant of Security Interest

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.02.

  	
   

  	
  Validity and Priority of Security Interest

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.03.

  	
   

  	
  Maintenance of Status of Security Interest,
  Collateral and Rights

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.04.

  	
   

  	
  Evidence of Status of Security Interest

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.05.

  	
   

  	
  Pledgors Remain Obligated; Secured Party Not
  Obligated

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CERTAIN REPRESENTATIONS
  AND WARRANTIES

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.01.

  	
   

  	
  Required Taxes

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.02.

  	
   

  	
  Status of Collateral.

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CERTAIN COVENANTS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.01.

  	
   

  	
  Certain Matters Relating to Preservation of Status
  of Security Interest

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.02.

  	
   

  	
  Preservation of Enforceability

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.03.

  	
   

  	
  Ownership and Defense of Collateral

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.04.

  	
   

  	
  Certain Rights of Secured Party and Pledgors

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.05.

  	
   

  	
  Distributions

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.06.

  	
   

  	
  No Amendments, Etc., of Collateral

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.07.

  	
   

  	
  No Disposition of Collateral

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EVENT OF DEFAULT

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A.

  	
   

  	
  Proceeds

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.01.

  	
   

  	
  Application of Proceeds

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  B.

  	
   

  	
  Remedies

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.02.

  	
   

  	
  General

  	
   

  	
  4

  



 


i

















 


	
  Section 4.03.

  	
   

  	
  Secured Party’s Rights with Respect to Proceeds and
  Other Collateral

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.04.

  	
   

  	
  Restricted Offering Dispositions of Pledged Equity
  Interest Collateral

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.05.

  	
   

  	
  Notice of Disposition of Collateral

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.06.

  	
   

  	
  Regulatory Approvals

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MISCELLANEOUS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.01.

  	
   

  	
  Expenses of Each Pledgor’s Agreements and Duties

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.02.

  	
   

  	
  Secured Party’s Right to Perform on Pledgors’ Behalf

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.03.

  	
   

  	
  No Interference; Compensation or Expense

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.04.

  	
   

  	
  Secured Party’s Right to Use Agents and to Act in
  Name of Pledgors

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.05.

  	
   

  	
  Limitation of Secured Party’s Obligations with
  Respect to Collateral

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.06.

  	
   

  	
  Rights of Secured Party Under Uniform Commercial
  Code and Applicable Law

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.07.

  	
   

  	
  Waivers of Rights Inhibiting Enforcement

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.08.

  	
   

  	
  Power of Attorney

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.09.

  	
   

  	
  Nature of Pledgors’ Obligations

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.10.

  	
   

  	
  No Release of Pledgor

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.11.

  	
   

  	
  Certain Other Waivers

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.12.

  	
   

  	
  Continuance and Acceleration of Secured Obligations
  Upon Certain Events

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.13.

  	
   

  	
  Recovered Payments

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.14.

  	
   

  	
  Evidence of Secured Obligations

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.15.

  	
   

  	
  Binding Nature of Certain Adjudications

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.16.

  	
   

  	
  Subordination of Rights

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.17.

  	
   

  	
  Termination of Security Interest

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.18.

  	
   

  	
  Notices

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.19.

  	
   

  	
  Interest

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.20.

  	
   

  	
  Payments by the Pledgors

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.21.

  	
   

  	
  Remedies of the Essence

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.22.

  	
   

  	
  Rights Cumulative

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.23.

  	
   

  	
  Amendments; Waivers; Additional Pledgors

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.24.

  	
   

  	
  Assignments and Participations

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.25.

  	
   

  	
  Successor Secured Parties

  	
   

  	
  14

  



 


ii

















 


	
  Section 5.26.

  	
   

  	
  Governing Law

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.27.

  	
   

  	
  LIMITATION OF LIABILITY

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.28.

  	
   

  	
  Severability of Provisions

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.29.

  	
   

  	
  Counterparts

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.30.

  	
   

  	
  Survival of Obligations

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.31.

  	
   

  	
  Entire Agreement

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.32.

  	
   

  	
  Successors and Assigns

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INTERPRETATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.01.

  	
   

  	
  Definitional Provisions

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.02.

  	
   

  	
  Other Interpretative Provisions

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.03.

  	
   

  	
  Captions

  	
   

  	
  19

  
	
   

  	
   

  	
   

  
	
  Schedule 1.03

  	
  Schedule of Required Action

  	
   

  	
   

  
	
  Schedule 2.01

  	
  Schedule of Required Recording and Other Taxes
  and Recording, Filing and Other Fees and Charges

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Schedule 2.02

  	
  Pledged Equity Interests

  	
   

  	
   

  
	
  Schedule 3.06

  	
  Schedule of Restrictions on Securities

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Exhibit A

  	
  Form of Pledge Agreement Joinder

  	
   

  	
   

  
	
  Exhibit B

  	
  Form of Notice of Disposition of Collateral

  	
   

  	
   

  
						



 


iii

















 


PLEDGE AGREEMENT


Dated as of February     , 2006


 


In consideration of the
execution and delivery of the Credit Agreement by the Lenders listed on the
signature pages thereof and Bank of America, N.A., as Administrative
Agent, L/C Issuer and Collateral Agent, CSC Holdings, Inc., a Delaware
corporation (the “Company”), and each of the undersigned subsidiaries of
the Company (each, together with the Company and each Additional Pledgor
(defined below) that becomes a party hereto pursuant to Section 5.23,
collectively, the “Pledgors” and, individually, each a “Pledgor”)
hereby agree with Bank of America, N.A., acting in its capacity as Collateral
Agent, as Secured Party, as follows (with certain terms used herein being
defined in Article 6):


 


ARTICLE 1



SECURITY INTEREST


 


Section 1.01.          Grant
of Security Interest.  To secure the
payment and performance of the Secured Obligations, each Pledgor hereby
mortgages, pledges and assigns the Collateral to the Secured Party, and grants
to the Secured Party for the benefit of the Principals, a continuing security
interest in, and a continuing lien upon, the Collateral.


 


Section 1.02.          Validity
and Priority of Security Interest. 
Each Pledgor agrees that (a) the Security Interest shall at all
times be valid, perfected and enforceable against such Pledgor and all third
parties, in accordance with the terms hereof, as security for the Secured
Obligations, and (b) the Collateral shall not at any time be subject to
any Lien, other than a Permitted Lien, that is prior to, on a parity with or junior
to such Security Interest.


 


Section 1.03.          Maintenance
of Status of Security Interest, Collateral and Rights.  (a)  Required Action.  Each Pledgor shall take all action, including
the actions specified on Schedule 1.03, that may be necessary, or
that the Secured Party may reasonably request, so as at all times (i) to
maintain the validity, perfection, enforceability and priority of the Security
Interest in the Collateral in conformity with the requirements of Section 1.02,
(ii) to protect and preserve the Collateral and (iii) to protect and
preserve, and to enable the exercise or enforcement of, the rights of the
Secured Party therein and hereunder and under the other Collateral Documents.


 


(b)           Authorized Action. 
The Secured Party is hereby authorized to file one or
more financing or continuation statements or amendments
thereto in the name of any Pledgor.  A
carbon, photographic or other reproduction of this Agreement or of any
financing statement filed in connection with this Agreement shall be sufficient
as a financing statement. The Secured Party shall provide such Pledgor with a
copy of each financing or continuation statement or amendment thereto.


 


Section 1.04.          Evidence
of Status of Security Interest.  The
Secured Party may, from time to time at the expense of the Pledgors, obtain (a) such
file search reports from such Uniform Commercial Code and other filing and
recording offices and (b) such opinions of


 

















 


counsel relating to the Collateral, the attachment and perfection of
the Security Interest and otherwise to this Agreement, as the Secured Party may
reasonably require.


 


Section 1.05.          Pledgors
Remain Obligated; Secured Party Not Obligated.  The grant by each Pledgor to the Secured
Party of the Security Interest shall not (a) relieve such Pledgor of any
Liability to any Person under or in respect of any of the Collateral or (b) impose
on the Secured Party any such Liability or any Liability for any act or
omission on the part of such Pledgor relative thereto.


 


ARTICLE 2



CERTAIN REPRESENTATIONS AND WARRANTIES


 


Each Pledgor represents
and warrants as follows:


 


Section 2.01.          Required
Taxes.  Except for those specified on
Schedule 2.01, no recording or other Taxes or recording, filing or
other fees or charges are payable in connection with, arise out of, or are in
any way related to, the execution, delivery, performance, filing or recordation
of any of the Collateral Documents or the creation or perfection of the
Security Interest


 


Section 2.02.          Status
of Collateral.  (a) None of the
Pledged Equity Interest of such Pledgor has been issued or transferred in
violation of the securities registration, securities disclosure or similar laws
of any jurisdiction to which such issuance or transfer may be subject;


 


(b)           Each Pledgor represents and warrants
that (i) so long as any Pledged Equity Interests are Collateral, such
Collateral is and shall be (A) duly authorized and validly issued and
fully paid and non-assessable and (B) freely saleable without limit, or
registration or qualification under applicable Law and (ii) as of the date
hereof, Schedule 2.02 is a true and correct list of all of the
Pledged Equity Interests owned by such Pledgor in a Restricted Subsidiary.


 


ARTICLE 3



CERTAIN COVENANTS


 


Section 3.01.          Certain
Matters Relating to Preservation of Status of Security Interest.


 


(a)           Change
of Name, Identity, Etc.  Each Pledgor
shall not change its name, identity, jurisdiction of organization, corporate
structure or, in the case of any Pledgor which is not a registered organization
organized under state law, its chief executive office specified therefor in Schedule 1.01(vii) to
the Credit Agreement, without giving the Secured Party 30 days’ prior notice
thereof or such other notice period that is acceptable to the Secured Party.


 


2

















 


(b)           Other
Financing Statements.  Except with
respect to Permitted Liens, no Pledgor shall file, or suffer to be on file, or
authorize or permit to be filed or to be on file, in any jurisdiction, any
financing statement or like instrument with respect to the Collateral in which
the Secured Party is not named as the sole secured party except to the extent
such filing relates to a Permitted Lien.


 


Section 3.02.          Preservation
of Enforceability.  Each Pledgor
shall take all action and obtain all consents and Government Approvals required
so that its obligations under the Collateral Documents will at all times be
legal, valid and binding and enforceable in accordance with their respective
terms.


 


Section 3.03.          Ownership
and Defense of Collateral.  Each
Pledgor shall at all times (a) have good title to, and be the sole owner
of, each asset that is Collateral, free of any Liens other than Permitted
Liens, and free of (i) in the case of any Collateral that is a financial
asset, any adverse claim (as defined in Section 8-102(a)(1) of the
Uniform Commercial Code), and (ii) in the case of any Collateral that is
an instrument, any claim referred to in Section 3-305(1) of the
Uniform Commercial Code and (b) defend
the Collateral against the claims and demands of all third Persons, except that
this Section 3.03 shall not apply to (x) but for only so long as
such Lien is a Permitted Lien, the interest in the Collateral and the claims
and demands of a holder of a Permitted Lien or (y) Collateral to which Section 1.02
does not apply.


 


Section 3.04.          Certain
Rights of Secured Party and Pledgors. 
(a)  During an Event of Default, the Secured Party may, and is
hereby authorized to, transfer into or register in its name or the name of its
nominee any or all of the Collateral. 
The Secured Party, after a notice to each applicable Pledgor that it
intends to exercise its rights under this Section 3.04, may, from
time to time, in its own or such Pledgor’s name, exercise any and all rights,
powers and privileges with respect to the Collateral, and with the same force
and effect, as could such Pledgor.


 


(b)           Unless
and until the Secured Party exercises its rights under Section 3.04(a),
such Pledgor may, with respect to any of the Pledged Equity Interests, vote and
give consents, ratifications and waivers with respect thereto, except to the
extent that any such would (A) be for a purpose that would constitute or
result in a Default or (B) in the sole judgment of the Secured Party,
detract from the value thereof as Collateral.


 


Section 3.05.          Distributions.
 Each Pledgor may, unless an Event of
Default is continuing and if permitted under the terms of the Credit Agreement,
receive and retain all Distributions in respect of Equity Interests owned by
such Pledgor. During an Event of Default, the Secured Party shall be entitled
to receive and retain such Distributions and the Secured Party may notify, or
request such Pledgor to notify, each applicable Restricted Subsidiary to make
such Distributions directly to the Secured Party.


 


Section 3.06.          No
Amendments, Etc., of Collateral. 
Each Pledgor shall not enter into or permit to exist any restriction
with respect to the transferability of or any rights under or in respect of the
Collateral other than restrictions arising under the Loan Documents or set
forth on Schedule 3.06.


 


3

















 


Section 3.07.          No
Disposition of Collateral.  Each
Pledgor shall not, sell, lease, transfer or otherwise dispose of any
Collateral, or any interest therein, except as permitted under the Credit
Agreement.


 


ARTICLE 4



EVENT OF DEFAULT


 


During an Event of
Default, and in each such case:


 


A.            Proceeds


 


Section 4.01.          Application
of Proceeds.  All cash proceeds
received by the Secured Party upon any sale of, collection of, or other
realization upon, all or any part of the Collateral and all cash held by the
Secured Party as Collateral shall, subject to the Secured Party’s right to
continue to hold the same as cash Collateral, be applied as follows:


 


First:       To
the payment of all out-of-pocket costs and expenses incurred in connection with
the sale of or other realization upon the Collateral, including attorneys’ fees
and disbursements;


 


Second:  To
the payment of the Secured Obligations owing to the Secured Party in such order
as the Secured Party may elect (with the Pledgors remaining liable for any
deficiency);


 


Third:     To
the payment of the Secured Obligations as set forth in Section 8.03
to the Credit Agreement; and


 


Fourth:   To
the extent of the balance (if any) of such proceeds, to the payment to the
Pledgors, subject to applicable Law and to any duty to pay such balance to the
holder of any subordinate Lien in the Collateral.


 


B.            Remedies


 


Section 4.02.          General.  (a)  Power of Sale.  The Secured Party (i) may sell the
Collateral in one or more parcels at public or private sale, at any of its
offices or elsewhere, for cash, on credit or for future delivery, and at such
price or prices and upon such other terms as it may deem commercially
reasonable, (ii) shall not be obligated to make any sale of Collateral
regardless of notice of sale having been given, and (iii) may adjourn any
public or private sale from time to time by announcement at the time and place
fixed therefor, and such sale may, without further notice, be made at the time
and place to which it was so adjourned.


 


(b)           Foreclosure.  The Secured Party, instead of exercising the
power of sale conferred upon it by Section 4.02(a) and
applicable Law, may proceed by a suit or suits at law or in equity to foreclose
the Security Interest and sell the Collateral, or any portion thereof, under a
judgment or a decree of a court or courts of competent jurisdiction.


 


4

















 


(c)           Receiver.  The Secured Party may obtain the appointment
of a receiver of the Collateral and each Pledgor consents to and waives any
right to notice of such appointment.


 


Section 4.03.          Secured
Party’s Rights with Respect to Proceeds and Other Collateral.  (a)             All payments and
other deliveries received by or for the account of the Secured Party from time
to time pursuant to Section 3.05, together with the proceeds of all
other Collateral from time to time held by or for the account of the Secured
Party (whether as a result of the exercise by the Secured Party of its rights
under Section 4.02(a) or (b) or otherwise) may, at
the election of the Secured Party, (i) be held by the Secured Party, or
any Person designated by the Secured Party to receive or hold the same, as
Collateral, (ii) be or continue to be applied as provided in Section 4.01
or (iii) be disposed of as provided in Section 4.02(a) or
(b) and Section 4.04.


 


(b)           Enforcement
by Secured Party.  The Secured Party
may, without notice to the Pledgors (to the extent permitted by law) and at
such time or times as the Secured Party in its sole discretion may determine,
exercise any or all of the Pledgors’ rights in, to and under, or in any way
connected with or related to, any or all of the Collateral, including (i) demanding
and enforcing payment and performance of, and exercising any or all of the
Pledgors’ rights and remedies with respect to the collection, enforcement or
prosecution of, any or all of the Collateral Obligations, in each case by legal
proceedings or otherwise, (ii) settling, adjusting, compromising,
extending, renewing, discharging and releasing any or all of, and any legal
proceedings brought to collect or enforce any or all of, the Collateral
Obligations and (iii) preparing, filing and signing the name of any
Pledgor on (A) any proof of claim or similar document to be filed in any
bankruptcy or similar proceeding involving any Collateral Debtor and (B) any
notice of lien, assignment or satisfaction of lien, or similar document in
connection with any Collateral Obligation.


 


(c)           Adjustments.  The Secured Party may settle or adjust
disputes and claims directly with Collateral Debtors for amounts and on terms
that the Secured Party considers advisable and in all such cases only the net
amounts received by the Secured Party in payment of such amounts, after
deduction of out-of-pocket costs and expenses of collection, including
reasonable attorneys’ fees, shall be subject to the other provisions of this
Agreement.


 


Section 4.04.          Restricted
Offering Dispositions of Pledged Equity Interest Collateral.  The Secured Party may, at its election,
comply with any limitation or restriction (including any restriction on the
number of prospective bidders and purchasers or any requirement that they have
certain qualifications or that they represent and agree that they are
purchasing for their own account for investment and not with a view to the
distribution or resale of such Pledged Equity Interests) as it may be advised
by counsel is necessary in order to avoid any violation of applicable Law or to
obtain any Governmental Approval, and such compliance shall not result in such
sale being considered or deemed not to have been made in a commercially
reasonable manner, nor shall the Secured Party be liable nor accountable to
such Pledgor for any discount allowed by reason of the fact that such Pledged
Equity Interests are sold in compliance with any such limitation or
restriction.  A private sale of which
notice shall have


 


5

















 


been published in accordance with applicable “no action” letters
published by the Securities and Exchange Commission, and that otherwise
complies with such letters, shall be deemed to constitute a “public disposition”
within the meaning of Section 9-610(c)(1) of the Uniform
Commercial Code.


 


Section 4.05.          Notice
of Disposition of Collateral.  Any
notice to a Pledgor of disposition of Collateral may be in the form of Exhibit B.


 


Section 4.06.          Regulatory
Approvals.  Any provision contained
herein to the contrary notwithstanding, no action shall be taken hereunder by
the Secured Party with respect to any item of Collateral unless and until all
applicable requirements (if any) of any federal or state laws, rules and
regulations of other regulatory or governmental bodies applicable to or having
jurisdiction over the Pledgors have been satisfied with respect to such action
and there shall have been obtained such consents, approvals and authorizations
(if any) as may be required to be obtained from any operating municipality and
any other governmental authority under the terms of any franchise, license or
similar operating right held by any Pledgor that purports to restrict a change
of ownership or control of such Collateral. 
It is the intention of the parties hereto that any enforcement of the
Liens in favor of the Secured Party on the Collateral shall in all relevant
respects be subject to and governed by said statutes, rules and
regulations and franchise, license or similar rights and that nothing in this
Agreement shall be construed to diminish the control exercised by the Pledgors
except in accordance with the provisions of such statutory requirements, rules and
regulations, franchise, license, or similar right.  Each of the Pledgors agrees that upon request
from time to time by the Secured Party it will use its reasonable best efforts
to obtain any governmental, regulatory or third party consents to enforcement
referred to in this Section 4.06.


 


ARTICLE 5



MISCELLANEOUS


 


Section 5.01.          Expenses
of Each Pledgor’s Agreements and Duties. 
The terms, conditions, covenants and agreements to be observed or
performed by any Pledgor under the Collateral Documents shall be observed or
performed by such Pledgor at its sole cost and expense.


 


Section 5.02.          Secured
Party’s Right to Perform on Pledgors’ Behalf.  If any Pledgor shall fail to observe or
perform any of the terms, conditions, covenants and agreements to be observed
or performed by it under the Collateral Documents, the Secured Party may (but
shall not be obligated to) do the same or cause it to be done or performed or
observed, either in its name or in the name and on behalf of such Pledgor, and
such Pledgor hereby authorizes the Secured Party so to do.


 


Section 5.03.          No
Interference; Compensation or Expense. 
The Secured Party may exercise its rights and remedies under the
Collateral Documents (a) without resistance or interference by any
Pledgor, (b) without payment of any kind to any Pledgor and (c) for
the account, and at the expense, of any Pledgor.


 


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Section 5.04.          Secured
Party’s Right to Use Agents and to Act in Name of Pledgors.  The Secured Party may exercise its rights and
remedies under the Collateral Documents through an agent or other designee and,
in the exercise thereof, the Secured Party or any such other Person may act in
its own name or in the name and on behalf of any Pledgor.


 


Section 5.05.          Limitation
of Secured Party’s Obligations with Respect to Collateral.  (a)  The Secured Party shall have no
obligation to protect or preserve any Collateral or to preserve rights
pertaining thereto other than the obligation to use reasonable care in the
custody and preservation of any Collateral in its possession.  The Secured Party shall be deemed to have
exercised reasonable care in the custody and preservation of any Collateral in
its possession if such Collateral is accorded treatment substantially equal to
that which the Secured Party accords its own property.  The Secured Party shall be relieved of all
responsibility for any Collateral in its possession upon surrendering it, or
tendering surrender of it, to each applicable Pledgor.


 


(b)           Nothing contained in the Collateral
Documents shall be construed as requiring or obligating the Secured Party, and
the Secured Party shall not be required or obligated, to (i) make any
demand, or to make any inquiry as to the nature or sufficiency of any payment
received by it, or to present or file any claim or notice or take any action,
with respect to any Collateral Obligation or any other Collateral or the monies
due or to become due thereunder or in connection therewith, (ii) ascertain
or take action with respect to calls, conversions, exchanges, maturities,
tenders, offers or other matters relating to any Collateral, whether or not the
Secured Party has or is deemed to have knowledge or notice thereof, (iii) take
any necessary steps to preserve rights against any prior parties with respect
to any Collateral or (iv) notify any Pledgor of any decline in the value
of any Collateral.


 


Section 5.06.          Rights
of Secured Party Under Uniform Commercial Code and Applicable Law.  The Secured Party shall have, with respect to
the Collateral, in addition to all of its rights and remedies under the
Collateral Documents, (a) the rights and remedies of a secured party under
the Uniform Commercial Code, whether or not the Uniform Commercial Code would
otherwise apply to the Collateral in question, and (b) the rights and
remedies of a secured party under all other applicable Law.


 


Section 5.07.          Waivers
of Rights Inhibiting Enforcement. 
Each Pledgor waives (a) the right to assert in any action or
proceeding between it and the Secured Party any offsets or counterclaims that
it may have, (b) all rights (i) of redemption, appraisement,
valuation, stay and extension or moratorium and (ii) to the marshalling of
assets and (c) all other rights the exercise of which would, directly or
indirectly, prevent, delay or inhibit the enforcement of any of the rights or
remedies under the Collateral Documents or the absolute sale of the Collateral,
now or hereafter in force under any applicable Law, and such Pledgor, for
itself and all who may claim under it, insofar as it or they now or hereafter
lawfully may, hereby waive the benefit of all such laws and rights.


 


Section 5.08.          Power
of Attorney.  (a)  In addition
to the other powers granted the Secured Party by each Pledgor under the
Collateral Documents, each Pledgor hereby appoints the Secured Party, and any
other Person that the Secured Party may designate, as such Pledgor’s


 


7

















 


attorney-in-fact to act, during the continuance of an Event of Default,
in the name, place and stead of such Pledgor in any way in which such Pledgor
itself could do, with respect to each of the following:  (i) endorsing such Pledgor’s name on (A) any
checks, notes, acceptances, money orders, drafts or other forms of payment, (B) any
securities, instruments, documents, notices, or other documents or agreements
relating to the Collateral, (C) schedules and assignments of Collateral
Obligations and (D) notices of assignment, financing statements and other
public records; (ii) taking any actions or exercising any rights, powers
or privileges that such Pledgor is entitled to take or exercise and that, under
the terms of any of the Collateral Documents, the Secured Party is expressly
authorized to take or exercise; and (iii) doing or causing to be done any
or all things necessary or, in the determination of the Secured Party,
desirable to observe or perform the terms, conditions, covenants and agreements
to be observed or performed by such Pledgor under the Collateral Documents and
otherwise to carry out the provisions of the Collateral Documents.  Each Pledgor hereby ratifies and approves all
acts of the attorney.


 


(b)           To induce any third Person to act
under this Section 5.08, each Pledgor hereby agrees that any third
Person receiving a duly executed copy or facsimile of this Agreement may act
under this Section 5.08, and that the termination of this Section 5.08
shall be ineffective as to such third Person unless and until actual notice or
knowledge of such termination shall have been received by such third Person,
and each Pledgor, on behalf of itself and its successors and assigns, hereby
agrees to indemnify and hold harmless any such third Person from and against
any and all claims that may arise against such third Person by reason of such
third Person having relied on the provisions of this Section 5.08.


 


Section 5.09.          Nature
of Pledgors’ Obligations.  Each
Pledgor’s grant of the Security Interest as security for the Secured
Obligations (a) is absolute and unconditional, (b) is unlimited in
amount, (c) shall be a continuing security interest securing all present
and future Secured Obligations and all promissory notes and other documentation
given in extension or renewal or substitution for any of the Secured
Obligations and (d) shall be irrevocable.


 


Section 5.10.          No
Release of Pledgor.  THE SECURITY
INTEREST SHALL NOT BE LIMITED OR TERMINATED, NOR SHALL THE SECURED OBLIGATIONS
SECURED THEREBY BE REDUCED OR LIMITED, NOR SHALL ANY PLEDGOR BE DISCHARGED OF
ANY OF ITS OBLIGATIONS UNDER THE COLLATERAL DOCUMENTS, FOR ANY REASON
WHATSOEVER (other than, subject to Section 5.13 and Section 5.15,
the payment, observance and performance of the Secured Obligations), including
(and whether or not the same shall have occurred or failed to occur once or
more than once and whether or not each applicable Pledgor shall have received
notice thereof):


 


(a)           (i) any increase in the
principal amount of, or interest rate applicable to, (ii) any extension of
the time of payment, observance or performance of, (iii) any other
amendment or modification of any of the other terms and provisions of, (iv) any
release, composition or settlement (whether by way of acceptance of a plan of
reorganization or otherwise) of, (v) any subordination (whether present or
future or contractual or otherwise) of, or (vi) any discharge,
disallowance, invalidity, illegality, voidness or other unenforceability of,
the Secured Obligations;


 


8

















 


(b)           (i) any failure to obtain, (ii) any
release, composition or settlement of, (iii) any amendment or modification
of any of the terms and provisions of, (iv) any subordination of, or (v) any
discharge, disallowance, invalidity, illegality, voidness or other
unenforceability of, any guaranties of the Secured Obligations;


 


(c)           (i) any failure to obtain or
any release of, (ii) any failure to protect or preserve, (iii) any
release, compromise, settlement or extension of the time of payment of any
obligations constituting, (iv) any failure to perfect or maintain the
perfection or priority of any Lien upon, (v) any subordination of any Lien
upon, or (vi) any discharge, disallowance, invalidity, illegality,
voidness or other unenforceability of any Lien or intended Lien upon, any
collateral now or hereafter securing the Secured Obligations or any guaranties
thereof;


 


(d)           any exercise of, or any election not
or failure to exercise, delay in the exercise of, waiver of, or forbearance or
other indulgence with respect to, any right, remedy or power available to the
Secured Party, including (i) any election not or failure to exercise any
right of setoff, recoupment or counterclaim, (ii) any election of remedies
effected by the Secured Party, including the foreclosure upon any real estate
constituting collateral, whether or not such election affects the right to
obtain a deficiency judgment, and (iii) any election by the Secured Party
in any proceeding under the Bankruptcy Code of the application of Section 1111(b)(2) of
such Code; and


 


(e)           Any other act or failure to act or
any other event or circumstance that (i) varies the risk of such Pledgor
hereunder or (ii) but for the provisions hereof, would, as a matter of
statute or rule of law or equity, operate to limit or terminate the
security interest or to reduce or limit the Secured Obligations secured thereby
or to discharge such Pledgor from any of its obligations under the Collateral
Documents.


 


Section 5.11.          Certain
Other Waivers.  Each Pledgor waives:


 


(a)           any requirement, and any right to
require, that any right or power be exercised or any action be taken against
the Company, any other Pledgor, any guarantor or any collateral for the Secured
Obligations;


 


(b)           all defenses to, and all setoffs,
counterclaims and claims of recoupment against, the Secured Obligations that
may at any time be available to the Company, any other Pledgor, or any
guarantor;


 


(c)           (i)  notice of acceptance of
and intention to rely on the Collateral Documents, (ii) notice of the
making or renewal of any Loans or other Credit Extension under the Credit
Agreement and of the incurrence or renewal of any other Secured Obligations, (iii) notice
of any of the matters referred to in Section 5.10 and (iv) all
other notices that may be required by applicable Law or otherwise to preserve
any rights against such Pledgor under the Collateral Documents, including any
notice of default, demand, dishonor, presentment and protest;


 


(d)           diligence;


 


9

















 


(e)           any defense based upon, arising out
of or in any way related to (i) any claim that any election of remedies by
the Secured Party, including the exercise by the Secured Party of any rights
against any collateral, impaired, reduced, released or otherwise extinguished
any right that such Pledgor might otherwise have had against the Company, any
other Pledgor, or any guarantor or against any collateral, including any right
of subrogation, exoneration, reimbursement or contribution or right to obtain a
deficiency judgment, (ii) any claim based upon, arising out of or in any
way related to any of the matters referred to in Section 5.10 and (iii) any
claim that the Collateral Documents should be strictly construed against the
Secured Party; and


 


(f)            ALL OTHER DEFENSES UNDER APPLICABLE
LAW THAT WOULD, BUT FOR THIS CLAUSE (f), BE AVAILABLE TO SUCH PLEDGOR AS (i) A
DEFENSE AGAINST THE ENFORCEMENT OF THE SECURITY INTEREST, (ii) A REDUCTION
OR LIMITATION OF THE SECURED OBLIGATIONS SECURED THEREBY OR (iii) A
DEFENSE AGAINST ITS OBLIGATIONS UNDER THE COLLATERAL DOCUMENTS.


 


Section 5.12.          Continuance
and Acceleration of Secured Obligations Upon Certain Events.  If:


 


(a)           any Event of Default that the Credit
Agreement states is to result in the automatic acceleration of any Secured
Obligations shall occur;


 


(b)           any injunction, stay or the like
that enjoins any acceleration, or demand for the payment, observance or
performance, of any Secured Obligations that would otherwise be required or
permitted under the Credit Agreement shall become effective; or


 


(c)           any Secured Obligations shall be or
be determined to be or become discharged, disallowed, invalid, illegal, void or
otherwise unenforceable (whether by operation of any present or future law or by
order of any court or governmental agency);


 


then (i) such
Secured Obligations shall, for all purposes of the Collateral Documents, be
deemed (A) in the case of clause (c), to continue to be outstanding and in
full force and effect notwithstanding the unenforceability thereof and (B) if
such is not already the case, to have thereupon become immediately due and
payable and to have commenced bearing interest at the Default Rate and (ii) the
Secured Party may, with respect to such Secured Obligations, exercise all of
the rights and remedies under the Collateral Documents that would be available
to it during an Event of Default.


 


Section 5.13.          Recovered
Payments.  The Secured Obligations
shall be deemed not to have been paid, observed or performed, and each Pledgor’s
obligations under the Collateral Documents in respect thereof shall continue
and not be discharged, to the extent that any payment, observance or
performance thereof by any guarantor, or out of the proceeds of any other
collateral, is recovered from or paid over by or for the account of the Secured
Party for any reason, including as a preference or fraudulent transfer or by
virtue of any subordination (whether present or future or contractual or
otherwise) of the Secured Obligations, whether such


 


10

















 


recovery or payment over is effected by any judgment, decree or order
of any court or governmental agency, by any plan of reorganization or by
settlement or compromise by the Secured Party (whether or not consented to by
any Pledgor or any guarantor) of any claim for any such recovery or payment
over.  Each Pledgor hereby expressly
waives the benefit of any applicable statute of limitations and agrees that it
shall be obligated hereunder with respect to any Secured Obligations whenever
such a recovery or payment over occurs.


 


Section 5.14.          Evidence
of Secured Obligations.  The records
of the Secured Party shall be conclusive evidence of the Secured Obligations
and of all payments, observances and performances in respect thereof.


 


Section 5.15.          Binding
Nature of Certain Adjudications. 
Each Pledgor shall be conclusively bound by the adjudication in any
action or proceeding, legal or otherwise, involving any controversy arising
under, in connection with, or in any way related to, any of the Secured
Obligations, and by a judgment, award or decree entered therein.


 


Section 5.16.          Subordination
of Rights.  All rights that any
Pledgor may at any time have against any other Pledgor, any guarantor or any
other collateral for the Secured Obligations (including rights of subrogation,
exoneration, reimbursement and contribution and whether arising under
applicable Law or otherwise) in any way arising out of, related to, or
connected with, (i) such Pledgor’s grant of a security interest in the
Collateral or its other obligations under the Collateral Documents, (ii) any
obligation of contribution such Pledgor may have, or (iii) any sale or
other disposition of the Collateral by the Secured Party or the payment or
performance by such Pledgor of any obligation referred to in clause (i) or
(ii), are hereby expressly subordinated to the prior payment, observance and
performance in full of the Secured Obligations. 
Each Pledgor shall not enforce any of the rights, or attempt to obtain
payment or performance of any of the obligations, subordinated pursuant to this
Section 5.16 until the Secured Obligations have been paid, observed
and performed in full, except that such prohibition shall not apply to routine
acts, such as the giving of notices and the filing of continuation statements,
necessary to preserve any such rights. 
If any amount shall be paid to or recovered by any Pledgor (whether
directly or by way of setoff, recoupment or counterclaim) on account of any
right or obligation subordinated pursuant to this Section 5.16,
such amount shall be held in trust by such Pledgor for the benefit of the
Secured Party, not commingled with any of such Pledgor’s other funds and
forthwith paid over to the Secured Party, in the exact form received, together
with any necessary endorsements, to be applied and credited against, or held as
security for, the Secured Obligations.


 


Section 5.17.          Termination
of Security Interest.  The Security
Interest and all of the Pledgors’ obligations under Articles 1, 3 and 4 shall
terminate upon the latest of (a) the repayment, to the extent due, and, to
the extent not due, the satisfaction or securing, in a manner acceptable to the
Secured Party, of the Secured Obligations, (b) the termination of the
Commitments, and (c) the discharge, dismissal with prejudice, settlement,
release or other termination of any other claims relating to the Credit
Agreement or the Collateral Documents that may be pending or threatened against
such Indemnified Persons.  Notwithstanding
anything to the contrary above, in the event that any Pledgor is re-designated
by the Company as an Unrestricted Subsidiary in accordance with Section 7.08
of the Credit Agreement, such Pledgor’s


 


11

















 


Security Interest and obligations under Articles 1, 3 and 4 shall
terminate on the date of such re-designation.


 


Section 5.18.          Notices.  (a)  Manner of Delivery.  All notices, communications and materials to
be given or delivered pursuant to the Collateral Documents shall be given or
delivered in the manner and at the address, telephone numbers and telecopier
numbers specified in Section 10.02 of the Credit Agreement.  In the event of a discrepancy between any
telephonic notice and any written confirmation thereof, such written
confirmation shall be deemed the effective notice except to the extent the
Secured Party has acted in reliance on such telephonic notice.


 


(b)           Reasonable
Notice.  Any requirement under
applicable Law of reasonable notice by the Secured Party or the other
Principals to any Pledgor of any event in connection with, or in any way
related to, the Collateral Documents or the exercise by the Secured Party or
the other Principals of any of its rights thereunder shall be met if notice of
such event is given to such Pledgor in the manner prescribed above at least 10
days before (i) the date of such event or (ii) the date after which
such event will occur.


 


Section 5.19.          Interest.  All amounts due and payable under the
Collateral Documents shall bear interest in accordance with Section 2.07(b) and
Section 2.09 of the Credit Agreement.


 


Section 5.20.          Payments
by the Pledgors.  (a)  Time,
Place and Manner.  All payments due
to the Secured Party under the Collateral Documents shall be made in accordance
with Section 2.11 of the Credit Agreement, with all references to
the “Administrative Agent” therein meaning the Secured Party for purposes
hereof.


 


(b)           No
Reductions.  All payments due to any
Principal under the Collateral Documents, and all other terms, conditions,
covenants and agreements to be observed and performed by any Pledgor
thereunder, shall be made, observed or performed by such Pledgor without any
reduction or deduction whatsoever, including any reduction or deduction for any
set-off, recoupment, counterclaim (whether, in any case, in respect of an
obligation owed by such Principal to any Pledgor or any guarantor and, in the
case of a counterclaim, whether sounding in tort, contract or otherwise) or
Tax, except, subject to Section 3.01 of the Credit Agreement, for
any withholding or deduction for Taxes required to be withheld or deducted
under applicable Law.


 


(c)           Taxes.  All of the terms and provisions of Section 3.01
of the Credit Agreement are hereby incorporated by reference in this Agreement to
the same extent as if fully set forth herein, with all references therein to (i) the
“Company” meaning each Pledgor for purposes hereof, (ii) the “Administrative
Agent” meaning the Secured Party for purposes hereof and (iii) this “Credit
Agreement” meaning this Agreement for purposes hereof.


 


Section 5.21.          Remedies
of the Essence.  The various rights
and remedies of the Principals under the Collateral Documents are of the
essence of those agreements, and the


 


12

















 


Principals shall be entitled to obtain a decree requiring specific
performance of each such right and remedy.


 


Section 5.22.          Rights
Cumulative.  Each of the Principals’
rights and remedies under the Collateral Documents shall be in addition to all
of their other rights and remedies under the Collateral Documents and
applicable Law, and nothing in the Collateral Documents shall be construed as
limiting any such rights or remedies.


 


Section 5.23.          Amendments;
Waivers; Additional Pledgors.  Any
term, covenant, agreement or condition of the Collateral Documents may be
amended, and any right under the Collateral Documents may be waived, if, but
only if, such amendment or waiver is in writing and is signed by the Secured
Party and, in the case of an amendment, by the applicable Pledgor or Pledgors,
as the case may be.  Unless otherwise
specified in such waiver, a waiver of any right under the Collateral Documents
shall be effective only in the specific instance and for the specific purpose
for which given.  No election not to
exercise, failure to exercise or delay in exercising any right, nor any course
of dealing or performance, shall operate as a waiver of any right of the
Secured Party or the other Principals under the Collateral Documents or
applicable Law, nor shall any single or partial exercise of any such right
preclude any other or further exercise thereof or the exercise of any other
right of the Secured Party or the other Principals under the Collateral
Documents or applicable Law.  In the
event that any Guarantor (including any New Restricted Subsidiary that becomes
a Guarantor pursuant to Section 7.08 of the Credit Agreement) that
is not a party under this Agreement, hereafter owns or acquires any right,
title or interest in any Restricted Subsidiary (including any New Restricted
Subsidiary), the Company shall cause such Guarantor to execute and deliver a
Pledge Agreement Joinder, at which time (a) such Guarantor shall be
referred to as an “Additional Pledgor” and shall become and be a Pledgor
hereunder, and each reference in this Agreement to a “Pledgor” shall also mean
and be a reference to such Additional Pledgor, and each reference in any other
Loan Document to a “Pledgor” shall also mean and be a reference to such
Additional Pledgor, and (b) each reference herein to “this Agreement,” “hereunder,”
“hereof” or words of like import referring to this Agreement, and each
reference in any other Loan Document to the “Pledge Agreement,” “thereunder,” “thereof”
or words of like import referring to this Agreement, shall mean and be a
reference to this Agreement as supplemented by such Pledge Agreement Joinder.


 


Section 5.24.          Assignments
and Participations.  (a)  Assignments.  (i)  Each Pledgor may not assign any of
its rights or obligations under the Collateral Documents without the prior
written consent of the Secured Party, and no assignment of any such obligation
shall release such Pledgor therefrom unless the Secured Party shall have
consented to such release in a writing specifically referring to the obligation
from which such Pledgor is to be released.


 


(ii)           Each Lender may, in connection with any assignment to
any Person of any or all of the Secured Obligations or the Commitment, assign
to such Person any or all of its rights and obligations under the Collateral
Documents and with respect to the Collateral without any consent of the
Pledgor, the Secured Party or any other Principal, other than as required by
the Credit Agreement.  Any such
assignment of any such obligation shall release such Lender therefrom.


 


13

















 


(b)           Participations.  Each Lender may, in connection with any grant
to any Person of a participation in any or all of the Secured Obligations or
the Commitment, grant to such Person a participation in any or all of its
rights and obligations under the Collateral Documents and with respect to the
Collateral without the consent of any Pledgor, the Secured Party or any other
Principal, other than as required by the Credit Agreement.


 


Section 5.25.          Successor
Secured Parties.  Upon the acceptance
by any Person of its appointment as a successor Collateral Agent, (a) such
Person shall thereupon succeed to and become vested with all the rights,
powers, privileges, duties and obligations of the Secured Party under the
Collateral Documents and the retiring Collateral Agent shall be discharged from
its duties and obligations as Secured Party thereunder and (b) the
retiring Collateral Agent shall promptly transfer all Collateral within its
possession or control to the possession or control of the successor Collateral
Agent and shall execute and deliver such notices, instructions and assignments
as may be necessary or desirable to transfer the rights of the Secured Party
with respect to the Collateral to the successor Collateral Agent.


 


Section 5.26.          Governing
Law.  The rights and duties of each
Pledgor, the Secured Party and the other Principals under the Collateral
Documents shall, pursuant to New York General Obligations Law Section 5-1401,
be governed by the law of the State of New York.


 


Section 5.27.          LIMITATION
OF LIABILITY.  NEITHER THE SECURED
PARTY NOR ANY OTHER PRINCIPAL SHALL HAVE ANY LIABILITY WITH RESPECT TO, AND
EACH PLEDGOR HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE FOR:


 


(a)           ANY LOSS OR DAMAGE SUSTAINED BY SUCH
PLEDGOR, OR ANY LOSS, DAMAGE, DEPRECIATION OR OTHER DIMINUTION IN THE VALUE OF
ANY COLLATERAL, THAT MAY OCCUR AS A RESULT OF, IN CONNECTION WITH, OR THAT
IS IN ANY WAY RELATED TO, (i) ANY ACT OR FAILURE TO ACT REFERRED TO IN SECTION 5.10
OR (ii) ANY EXERCISE OF ANY RIGHT OR REMEDY UNDER THE COLLATERAL
DOCUMENTS, EXCEPT, IN THE CASE OF CLAUSE (ii), FOR ANY SUCH LOSS, DAMAGE,
DEPRECIATION OR DIMINUTION TO THE EXTENT THAT THE SAME IS DETERMINED BY A
JUDGMENT OF A COURT THAT IS BINDING ON THE PLEDGOR AND SUCH PRINCIPAL, FINAL
AND NOT SUBJECT TO REVIEW ON APPEAL, TO BE THE RESULT OF ACTS OR OMISSIONS ON
THE PART OF SUCH PRINCIPAL CONSTITUTING (x) WILLFUL MISCONDUCT, (y) GROSS
NEGLIGENCE; OR


 


(b)           ANY
SPECIAL, INDIRECT OR CONSEQUENTIAL, AND, TO THE EXTENT PERMITTED UNDER
APPLICABLE LAW, PUNITIVE DAMAGES SUFFERED BY SUCH PLEDGOR IN CONNECTION WITH
ANY COLLATERAL DOCUMENT RELATED CLAIM.


 


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Section 5.28.          Severability
of Provisions.  Any provision of the
Collateral Documents that is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
thereof in that jurisdiction or affecting the validity or enforceability of
such provision in any other jurisdiction.


 


Section 5.29.          Counterparts.  Each Collateral Document may be signed in any
number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto were upon the same instrument.


 


Section 5.30.          Survival
of Obligations.  Except as otherwise
expressly provided therein, the rights and obligations of each Pledgor, the
Secured Party and the other Indemnified Persons under the Collateral Documents
shall survive last Maturity Date applicable to the Facilities and the
termination of the Security Interest.


 


Section 5.31.          Entire
Agreement.  This Agreement embodies
the entire agreement among each Pledgor and the Secured Party relating to the
subject matter hereof and supersedes all prior agreements, representations and
understandings, if any, relating to the subject matter hereof.


 


Section 5.32.          Successors
and Assigns.  All of the provisions
of each Collateral Document shall be binding on and inure to the benefit of the
parties thereto and their respective successors and assigns.


 


ARTICLE 6



INTERPRETATION


 


Section 6.01.          Definitional
Provisions.  (a)  Certain
Terms Defined by Reference.  (i) 
Except where the context clearly indicates a different meaning, all terms
defined in Article 1, 8 or 9 of the Uniform Commercial Code, as in effect
on the date hereof, are used herein with the meanings therein ascribed to
them.  In addition, the terms “collateral”
and “security interest”, when capitalized, have the meanings specified in subsection (b) below.


 


(ii)           Except in the case of “Collateral” and “Permitted Lien”
and as otherwise specified herein, all terms defined in the Credit Agreement
are used herein with the meanings therein ascribed to them.


 


(b)           Other
Defined Terms.  For purposes of this
Agreement:


 


“Additional Pledgor”
shall have the meaning assigned to such term in Section 5.23
hereto.


 


“Agreement” means
this Agreement, including all schedules, annexes and exhibits hereto.


 


“Collateral”
means, with respect to each Pledgor, such Pledgor’s interest (WHATEVER IT MAY BE)
in each of the following, IN EACH CASE WHETHER NOW OR


 


15

















 


HEREAFTER EXISTING
OR NOW OWNED OR HEREAFTER ACQUIRED BY SUCH PLEDGOR AND WHETHER OR NOT THE SAME
IS NOW CONTEMPLATED, ANTICIPATED OR FORESEEABLE, and whether or not the same is subject to Article 8 or 9
of the Uniform Commercial Code or is Collateral by reason of one or more than
one of the following clauses:


 


(i)            the
Pledged Equity Interests;


 


(ii)           all rights (contractual and otherwise and whether
constituting accounts, general intangibles or investment property or financial
assets) constituting, arising under, connected with, or in any way related to,
any or all Collateral;


 


(iii)          all claims (including the right to sue or otherwise
recover on such claims) (A) to items referred to in the definition of
Collateral, (B) under warranties relating to any of the Collateral, and (C) against
third parties that in any way arise under or out of or are related to or
connected with any or all of the Collateral; and


 


(iv)          all products and proceeds of Collateral in whatever
form.


 


“Collateral Debtor”
means a Person (including the maker or drawer of any instrument) obligated on,
bound by, or subject to, a Collateral Obligation.


 


“Collateral Document
Related Claim” means any claim (whether civil, criminal or administrative
and whether arising under any applicable Law, including any “environmental” or
similar law, or sounding in tort, contract or otherwise) in any way arising out
of, related to, or connected with, (i) the Collateral Documents, (ii) the
relationships established thereunder (iii) the exercise of any right or
remedy available thereunder or under applicable Law or (iv) the
Collateral, whether such claim arises or is asserted before or after the date
hereof or before or after the release of the Security Interest.


 


“Collateral Documents”
means (i) this Agreement and (ii) any other agreement, document or
instrument entered into pursuant to or as contemplated by this Agreement,
whether now or hereafter executed.


 


“Collateral Obligation”
means a Liability that is Collateral and includes any such constituting or
arising under any instrument.


 


 “Contract” means (a) any agreement
(whether bilateral or unilateral or executory or non-executory and whether a
Person entitled to rights thereunder is so entitled directly or as a
third-party beneficiary), including an indenture, lease or license, (b) any
deed or other instrument of conveyance, (c) any certificate of
incorporation or charter and (d) any by-law.


 


“Credit Agreement”
means that certain Credit Agreement, dated as of February 24, 2006 among CSC
Holdings, Inc., certain subsidiaries of CSC Holdings, Inc. party
thereto, the lenders which are parties thereto and Bank of America, N.A., as
Administrative Agent, Collateral Agent and L/C Issuer.


 


16

















 


“Distributions”
means all (i) dividends (whether or not payable in cash), interest,
principal payments and other distributions (including cash and securities
payable in connection with calls, conversions, redemptions and the like), on,
and all rights, contractual and otherwise, (whether such dividends, interest,
principal payments, other distributions and rights constitute accounts,
contract rights, investment property and or general intangibles), arising
under, connected with or in any way relating to any Equity Interests, and (ii) proceeds
thereof (including cash and securities receivable in connection with tender or
other offers).


 


 “Governmental Approval” means any
authority, consent, approval, license (or the like) or exemption (or the like)
of any governmental unit.


 


“Governmental
Registration” means any registration or filing (or the like) with, or
report or notice (or the like) to, any governmental unit.


 


 “Indemnified Person” means any Person
that is, or at any time was, the Collateral Agent, a Lender, an Affiliate of
the Collateral Agent or a Lender or a director, officer, employee or agent of
any such Person.


 


 “Liability” of any Person means (in
each case, whether with full or limited recourse) any indebtedness, liability,
obligation, covenant or duty of or binding upon, or any term or condition to be
observed by or binding upon, such Person or any of its assets, of any kind,
nature or description, direct or indirect, absolute or contingent, due or not
due, liquidated or unliquidated, whether arising under Contract, applicable
Law, or otherwise, whether sounding in contract or in tort, whether now
existing or hereafter arising, and whether for the payment of money or the
performance or non-performance of any act.


 


“Permitted Lien”
means (i) a Lien consented to in writing by the Secured Party but only if
the Secured Party shall not have requested the discharge thereof and (ii) a
Lien created in favor of the Secured Party under the Credit Agreement or the
Collateral Documents.


 


“Pledge
Agreement Joinder” means a Pledge Agreement Joinder, substantially in the
form of Exhibit A, or otherwise in form and substance acceptable to
the Collateral Agent.


 


 “Pledged Equity Interests” means, with
respect to each Pledgor, all of the Equity Interests now owned or hereafter
acquired by such Pledgor, and all of such Pledgor’s other rights, title and
interests in, or in any way related to, each Restricted Subsidiary to which any
of such Equity Interests relate, including, without limitation: (i) all
additional Equity Interests hereafter from time to time acquired by such
Pledgor in any manner, together with all dividends, cash, instruments and other
property hereafter from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such Equity
Interests and in all profits, losses and other distributions to which such
Pledgor shall at any time be entitled in respect of any such Equity Interest; (ii) all
other payments due or to become due to such Pledgor in respect of any such
Equity Interest, whether under any partnership agreement, limited liability
company agreement, other agreement or otherwise, whether as contractual
obligations, damages, insurance proceeds or otherwise; (iii) all of such
Pledgor’s claims, rights, powers, privileges, authority, puts, calls, options,
security interests, liens and remedies, if any, under any partnership agreement,
limited liability company agreement, other agreement or at law or otherwise in


 


17

















 


respect of any
such Equity Interest; (iv) all present and future claims, if any, of such
Pledgor against any such Restricted Subsidiary for moneys loaned or advanced,
for services rendered or otherwise; (v) all of such Pledgor’s rights under
any partnership agreement, limited liability company agreement, other agreement
or at law to exercise and enforce every right, power, remedy, authority, option
and privilege of such Pledgor relating to any such Equity Interest; (vi) all
other property hereafter delivered in substitution for or in addition to any of
the foregoing; (vii) all certificates and instruments representing or
evidencing any of the foregoing; and (viii) all cash, securities,
interest, distributions, dividends, rights, other property and other
Distributions at any time and from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all thereof.


 


“Pledgor” shall
have the meaning given in the introductory paragraph to this Agreement.


 


“Principals”
means, collectively, the Administrative Agent, the Lenders, the L/C Issuer, the
Hedge Banks, the Cash Management Banks, each co-agent or sub-agent appointed by
the Administrative Agent from time to time pursuant to Section 7.05
of the Credit Agreement, and the other Persons the Obligations owing to which
are or are purported to be secured by the Collateral under the terms of the
Collateral Documents.


 


“Secured Obligations”
means all advances to, and debts, liabilities, obligations, covenants and
duties of, any Loan Party arising under any Loan Document or otherwise with
respect to any Loan or Letter of Credit, whether direct or indirect (including
those acquired by assumption), absolute or contingent, due or to become due,
now existing or hereafter arising and including interest and fees that accrue
after the commencement by or against any Loan Party or any Affiliate thereof of
any proceeding under any Debtor Relief Laws naming such Person as the debtor in
such proceeding, regardless of whether such interest and fees are allowed
claims in such proceeding.


 


“Secured Party”
means the Collateral Agent, acting both on its own behalf as Collateral Agent
and as the agent for and representative (within the meaning of Section 9-105(m)
of the Uniform Commercial Code) of the other Principals.


 


“Security Interest”
means the mortgages, pledges and assignments to the Secured Party of, the continuing
security interest of the Secured Party in, and the continuing lien of the
Secured Party upon, the Collateral intended to be effected by the terms of this
Agreement or any of the other Collateral Documents.


 


“Uniform Commercial
Code” means the Uniform Commercial Code as in effect in the State of New
York.


 


Section 6.02.          Other
Interpretative Provisions.  (a) 
Each power of attorney, license and other authorization in favor of the Secured
Party or any other Person granted by or pursuant to this Agreement shall be
deemed to be irrevocable and coupled with an interest.


 


(b)           Except as otherwise indicated, any
reference herein to the “Collateral”, the “Secured Obligations”, the “Collateral
Documents”, the “Principals” or any other collective or plural term shall be
deemed a reference to each and every item


 


18

















 


included within the category described by such collective or
plural term, so that (i) a reference to the “Collateral”, the “Secured
Obligations” or the “Principals” shall be deemed a reference to any or all of
the Collateral, the Secured Obligations or the “Principals”, as the case may
be, and (ii) a reference to the “obligations” of a Pledgor under the “Collateral
Documents” shall be deemed a reference to each and every obligation under each
and every Collateral Document, as the case may be, whether any such obligation
is incurred under one, some or all of the Collateral Documents, as the case may
be.


 


(c)           Except where the context clearly
indicates a different meaning, references in this Agreement to instruments and
other types of property, means the same to the extent they are Collateral.


 


(d)           Except as otherwise specified
therein, all terms defined in this Agreement shall have the meanings herein
ascribed to them when used in the other Collateral Documents or any
certificate, opinion or other document delivered pursuant hereto or thereto.


 


Section 6.03.          Captions.  Captions to Articles, Sections and
subsections of, and Annexes, Schedules and Exhibits to, the Collateral
Documents are included for convenience of reference only and shall not
constitute a part of the Collateral Documents for any other purpose or in any
way affect the meaning or construction of any provision of the Collateral
Documents.


 


[Remainder of Page Intentionally
Left Blank]


 


19

















 


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed by their duly
authorized officers all as of the date hereof.


 


	
   

  	
  CSC HOLDINGS,
  INC.

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ John Bier

  	
   

  
	
   

  	
   

  	
  Name: John Bier

  
	
   

  	
   

  	
  Title: Sr. Vice
  President & Treasurer

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF CONNECTICUT

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  COMMUNICATIONS DEVELOPMENT

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  CABLEVISION SYSTEMS LONG ISLAND

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  CABLEVISION SYSTEMS SUFFOLK

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF
  CLEVELAND G.P., INC.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF
  CLEVELAND L.P., INC.

  
	
   

  	
   

  
	
   

  	
  CSC ACQUISITION CORPORATION

  
	
   

  	
   

  
	
   

  	
  CSC ACQUISITION - MA, INC.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF
  BROOKLINE, INC.

  
	
   

  	
   

  
	
   

  	
  CABLEVISION SYSTEMS BROOKLINE

  CORPORATION

  
	
   

  	
   

  
	
   

  	
  ARSENAL MSUB 2, INC.

  
	
   

  	
   

  
	
   

  	
  PETRA
  CABLEVISION CORPORATION

  
	
   

  	
   

  
	
   

  	
  CABLEVISION OF
  WAPPINGERS FALLS, INC.

  
	
   

  	
   

  
	
   

  	
  CSC OPTIMUM HOLDINGS, LLC

  
	
   

  	
   

  
	
   

  	
  CABLEVISION AREA 9 CORPORATION

  
	
   

  	
   

  
	
   

  	
  CABLEVISION FAIRFIELD CORPORATION

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ John Bier

  	
   

  
	
   

  	
   

  	
  Name: John Bier

  
	
   

  	
   

  	
  Title:
  Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  of each of the
  above-named entities

  



 


s-1

















 


	
   

  	
  CABLEVISION LIGHTPATH, INC., effective
  after

  receipt of the regulatory approval specified on Schedule

  6.03

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ John Bier

  	
   

  
	
   

  	
   

  	
  Name: John Bier

  
	
   

  	
   

  	
  Title:
  Authorized Signatory

  



 


s-2

















 


	
   

  	
  BANK OF AMERICA, N.A.,

  acting in its capacity as Collateral Agent,

  as Secured Party

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


s-3

















 


Schedule 1.03


 


SCHEDULE OF REQUIRED ACTION


 


Pursuant to, and without
thereby limiting, its obligations under Section 1.03, each Pledgor
hereby agrees that it will:


 


In the case of Collateral
that consists of Securities:


 


(i)            Certificated:  Deliver to the Secured Party certificates
evidencing such Securities either (1) in bearer form (UCC Section 8-106(a))
or (2) if such Security is in registered form, either (x) registered in
the name of the Secured Party (UCC Section 8-106(b)(2)), (y) indorsed to
the Secured Party or in blank by an effective indorsement (UCC Sections 8-106(b)(1) 8-107,
8-401 and 8-402) or (z) accompanied by blank stock powers (UCC Sections 8-106(b)(1),
8-401 and 8-402);


 


 (ii)          Uncertificated:  Deliver to the Secured Party written confirmation
from the issuer of such Securities that such issuer has registered the Secured
Party as the registered owner of such Securities (UCC Section 8-106(c)(1) and
UCC Section 8-301(b)(1)); and


 


(iii)          Filing
of completed UCC-1 Financing Statements, each in form satisfactory and
acceptable to the Secured Party.


 

















 


Schedule 2.01


 


SCHEDULE OF REQUIRED RECORDING AND OTHER TAXES
AND RECORDING,

FILING AND OTHER FEES AND CHARGES


 


1.             Filing
fees in connection with Uniform Commercial Code financing statements.


 

















 


Schedule 2.02


 


SCHEDULE OF PLEDGED EQUITY INTERESTS


 


	
  Pledged Equity Interests

  	
   

  
	
  Issuer

  	
   

  	
  Owner

  	
   

  	
  Class

  Or Series

  	
   

  	
  Share

  Certificate

  No.

  	
   

  	
  Percent of Equity

  Interest Owned

  	
   

  	
  Percent of Equity

  Interest Pledged

  	
   

  
	
  1047 E 46TH Street Corporation

  	
   

  	
  CSC Holdings,

  Inc.

  	
   

  	
  common

  stock

  	
   

  	
  1

  	
   

  	
  100%

  	
   

  	
  100%

  	
   

  
	
  151 S. Fulton Street Corporation

  	
   

  	
  CSC Holdings,

  Inc.

  	
   

  	
  common

  stock

  	
   

  	
  1

  	
   

  	
  100%

  	
   

  	
  100%

  	
   

  
	
  2234 Fulton Street Corporation

  	
   

  	
  CSC Holdings,

  Inc.

  	
   

  	
  common

  stock

  	
   

  	
  1

  	
   

  	
  100%

  	
   

  	
  100%

  	
   

  
	
  A-R Cable Services - NY, Inc.

  	
   

  	
  CSC

  Acquisition-

  MA, Inc.

  	
   

  	
  common

  stock

  	
   

  	
  1

  	
   

  	
  100%

  	
   

  	
  100%

  	
   

  
	
  Arsenal Msub 2, Inc.

  	
   

  	
  CSC Holdings,

  Inc.

  	
   

  	
  common

  stock

  	
   

  	
  6

  	
   

  	
  100%

  	
   

  	
  100%

  	
   

  
	
  Cablevision Area 9 Corporation

  	
   

  	
  Cablevision of

  Connecticut

  Corporation

  	
   

  	
  common

  stock

  	
   

  	
  2

  	
   

  	
  100%

  	
   

  	
  100%

  	
   

  
	
  Cablevision Digital Development, LLC

  	
   

  	
  CSC Holdings,

  Inc.

  	
   

  	
  LLC

  Membership

  Interests

  	
   

  	
   

  	
   

  	
  100%

  	
   

  	
  100%

  	
   

  
	
  Cablevision Fairfield Corporation

  	
   

  	
  CSC Holdings,

  Inc.

  	
   

  	
  common

  stock

  	
   

  	
  1

  	
   

  	
  100%

  	
   

  	
  100%

  	
   

  
	
  Cablevision Lightpath - CT, Inc.

  	
   

  	
  Cablevision

  Lightpath, Inc.

  	
   

  	
  common

  stock

  	
   

  	
  1

  	
   

  	
  100%

  	
   

  	
  100%

  	
   

  
	
  Cablevision Lightpath - NJ, Inc.

  	
   

  	
  Cablevision

  Lightpath, Inc.

  	
   

  	
  common

  stock

  	
   

  	
  1

  	
   

  	
  100%

  	
   

  	
  100%

  	
   

  
	
  Cablevision Lightpath - NY, Inc.

  	
   

  	
  Cablevision

  Lightpath, Inc.

  	
   

  	
  common

  stock

  	
   

  	
  1

  	
   

  	
  100%

  	
   

  	
  100%

  	
   

  
	
  Cablevision Lightpath, Inc. (1)

  	
   

  	
  CSC Holdings,

  Inc.

  	
   

  	
  common

  stock

  	
   

  	
  1

  	
   

  	
  100%

  	
   

  	
  100%

  	
   

  
	
  Cablevision of Brookhaven, Inc.

  	
   

  	
  CSC Holdings,

  Inc.

  	
   

  	
  common

  stock

  	
   

  	
  2

  	
   

  	
  100%

  	
   

  	
  100%

  	
   

  
	
  Cablevision of Brookline, Inc.

  	
   

  	
  CSC Holdings,

  Inc.

  	
   

  	
  common

  stock

  	
   

  	
  1

  	
   

  	
  100%

  	
   

  	
  100%

  	
   

  
	
  Cablevision of Cleveland G.P., Inc.

  	
   

  	
  CSC Holdings,

  Inc.

  	
   

  	
  common

  stock

  	
   

  	
  2

  	
   

  	
  100%

  	
   

  	
  100%

  	
   

  
	
  Cablevision of Cleveland L.P., Inc.

  	
   

  	
  CSC Holdings,

  Inc.

  	
   

  	
  common

  stock

  	
   

  	
  2

  	
   

  	
  100%

  	
   

  	
  100%

  	
   

  
	
  Cablevision of Connecticut Corporation

  	
   

  	
  CSC Holdings,

  Inc.

  	
   

  	
  common

  stock

  	
   

  	
  1

  	
   

  	
  100%

  	
   

  	
  100%

  	
   

  
	
  Cablevision of Litchfield, Inc.

  	
   

  	
  CSC Holdings,

  Inc.

  	
   

  	
  common

  stock

  	
   

  	
  1

  	
   

  	
  100%

  	
   

  	
  100%

  	
   

  
	
  Cablevision of Southern Westchester, Inc.

  	
   

  	
  CSC Holdings,

  Inc.

  	
   

  	
  common

  stock

  	
   

  	
  7

  	
   

  	
  100%

  	
   

  	
  100%

  	
   

  
	
  Cablevision of the Midwest Holding Co., Inc.

  	
   

  	
  CSC Holdings,

  Inc.

  	
   

  	
  common

  stock

  	
   

  	
  2

  	
   

  	
  100%

  	
   

  	
  100%

  	
   

  
	
  Cablevision of Wappingers Falls, Inc.

  	
   

  	
  CSC Holdings,

  Inc.

  	
   

  	
  common

  stock

  	
   

  	
  1

  	
   

  	
  100%

  	
   

  	
  100%

  	
   

  



 

















 


	
  Cablevision VOIP, LLC

  	
   

  	
  CSC Optimum

  Holdings, LLC

  	
   

  	
  LLC

  Membership

  Interests

  	
   

  	
   

  	
   

  	
  100%

  	
   

  	
  100%

  	
   

  
	
  Cablevision Systems Brookline Corporation

  	
   

  	
  Cablevision of

  Brookline, Inc.

  	
   

  	
  common

  stock

  	
   

  	
  2

  	
   

  	
  100%

  	
   

  	
  100%

  	
   

  
	
  Cablevision Systems Dutchess Corporation

  	
   

  	
  CSC Holdings,

  Inc.

  	
   

  	
  common

  stock

  	
   

  	
  2

  	
   

  	
  100%

  	
   

  	
  100%

  	
   

  
	
  Cablevision Systems East Hampton Corporation

  	
   

  	
  CSC Holdings,

  Inc.

  	
   

  	
  common

  stock

  	
   

  	
  2

  	
   

  	
  100%

  	
   

  	
  100%

  	
   

  
	
  Cablevision Systems Great Neck Corporation

  	
   

  	
  CSC Holdings,

  Inc.

  	
   

  	
  common

  stock

  	
   

  	
  2

  	
   

  	
  100%

  	
   

  	
  100%

  	
   

  
	
  Cablevision Systems Huntington Corporation

  	
   

  	
  Cablevision

  Systems Suffolk

  Corporation.

  	
   

  	
  common

  stock

  	
   

  	
  1

  	
   

  	
  100%

  	
   

  	
  100%

  	
   

  
	
  Cablevision Systems Islip Corporation

  	
   

  	
  CSC Holdings,

  Inc.

  	
   

  	
  common

  stock

  	
   

  	
  2

  	
   

  	
  100%

  	
   

  	
  100%

  	
   

  
	
  Cablevision Systems Long Island Corporation

  	
   

  	
  CSC Holdings,

  Inc.

  	
   

  	
  common

  stock

  	
   

  	
  3

  	
   

  	
  100%

  	
   

  	
  100%

  	
   

  
	
  Cablevision Systems New York City Corporation

  	
   

  	
  CSC Holdings,

  Inc.

  	
   

  	
  common

  stock

  	
   

  	
  3

  	
   

  	
  100%

  	
   

  	
  100%

  	
   

  
	
  Cablevision Systems Suffolk Corporation

  	
   

  	
  Cablevision

  Systems Long

  Island

  Corporation.

  	
   

  	
  common

  stock

  	
   

  	
  4

  	
   

  	
  100%

  	
   

  	
  100%

  	
   

  
	
  Cablevision Systems Westchester Corporation

  	
   

  	
  Cablevision

  Systems Long

  Island

  Corporation

  	
   

  	
  common

  stock

  	
   

  	
  1

  	
   

  	
  100%

  	
   

  	
  100%

  	
   

  
	
  Communications Development Corporation

  	
   

  	
  CSC Holdings,

  Inc.

  	
   

  	
  common

  stock

  	
   

  	
  2

  	
   

  	
  100%

  	
   

  	
  100%

  	
   

  
	
  CSC Acquisition - MA, Inc.

  	
   

  	
  CSC Acquisition

  Corporation

  	
   

  	
  common

  stock

  	
   

  	
  1

  	
   

  	
  100%

  	
   

  	
  100%

  	
   

  
	
  CSC Acquisition - NY, Inc.

  	
   

  	
  CSC Acquisition

  Corporation

  	
   

  	
  common

  stock

  	
   

  	
  1

  	
   

  	
  100%

  	
   

  	
  100%

  	
   

  
	
  CSC Acquisition Corporation

  	
   

  	
  CSC Holdings,

  Inc.

  	
   

  	
  common

  stock

  	
   

  	
  2

  	
   

  	
  100%

  	
   

  	
  100%

  	
   

  
	
  CSC Optimum Holdings, LLC

  	
   

  	
  CSC Holdings,

  Inc.

  	
   

  	
  LLC

  Membership

  Interests

  	
   

  	
   

  	
   

  	
  100%

  	
   

  	
  100%

  	
   

  
	
  CSC
  TKR, Inc.

  	
   

  	
  CSC Holdings,

  Inc.

  	
   

  	
  common

  stock

  	
   

  	
  2

  	
   

  	
  100%

  	
   

  	
  100%

  	
   

  
	
  Lightpath VOIP, LLC

  	
   

  	
  Cablevision

  Lightpath, Inc.

  	
   

  	
  LLC

  Membership

  Interests

  	
   

  	
   

  	
   

  	
  100%

  	
   

  	
  100%

  	
   

  
	
  Petra Cablevision Corp.

  	
   

  	
  Arsenal Msub 2,

  Inc.

  	
   

  	
  common

  stock

  	
   

  	
  133

  	
   

  	
  100%

  	
   

  	
  100%

  	
   

  
	
  Samson Cablevision Corp.

  	
   

  	
  Petra

  Cablevision

  Corp.

  	
   

  	
  common

  stock

  	
   

  	
  2

  	
   

  	
  100%

  	
   

  	
  100%

  	
   

  
	
  Suffolk Cable Corporation

  	
   

  	
  Petra

  Cablevision

  Corp.

  	
   

  	
  common

  stock

  	
   

  	
  1

  	
   

  	
  100%

  	
   

  	
  100%

  	
   

  
	
  Suffolk Cable of Shelter Island, Inc.

  	
   

  	
  Petra

  Cablevision

  Corp.

  	
   

  	
  common

  stock

  	
   

  	
  1

  	
   

  	
  100%

  	
   

  	
  100%

  	
   

  



 


2

















 


	
  Suffolk Cable of Smithtown, Inc.

  	
   

  	
  Petra

  Cablevision

  Corp.

  	
   

  	
  common

  stock

  	
   

  	
  1

  	
   

  	
  100%

  	
   

  	
  100%

  	
   

  
	
  Telerama, Inc.

  	
   

  	
  CSC Holdings,

  Inc.

  	
   

  	
  common

  stock

  	
   

  	
  58

  	
   

  	
  100%

  	
   

  	
  100%

  	
   

  
	
  Cablevision of
  Ossining Limited Partnership

  	
   

  	
  Cablevision

  Systems

  Brookline

  Corporation

  	
   

  	
  General

  Partnership

  Interest

  	
   

  	
   

  	
   

  	
  .5%

  	
   

  	
  .5%

  	
   

  
	
  Cablevision of
  Ossining Limited Partnership

  	
   

  	
  Cablevision of

  Wappingers

  Falls, Inc

  	
   

  	
  Limited

  Partnership

  Interest

  	
   

  	
   

  	
   

  	
  99%

  	
   

  	
  99%

  	
   

  
	
  Cablevision
  Systems of Southern Connecticut Limited Partnership

  	
   

  	
  Cablevision

  Fairfield

  Corporation

  	
   

  	
  General

  Partnership

  Interest

  	
   

  	
   

  	
   

  	
  92%

  	
   

  	
  92%

  	
   

  
	
  Cablevision
  Systems of Southern Connecticut Limited Partnership

  	
   

  	
  CSC Holdings,

  Inc

  	
   

  	
  Limited

  Partnership

  Interest

  	
   

  	
   

  	
   

  	
  8%

  	
   

  	
  8%

  	
   

  
	
  Cablevision of
  Connecticut Limited Partnership

  	
   

  	
  CSC Holdings,

  Inc

  	
   

  	
  Limited

  Partnership

  Interest

  	
   

  	
   

  	
   

  	
  4.81912%

  	
   

  	
  4.81912%

  	
   

  
	
  Cablevision of
  Connecticut Limited Partnership

  	
   

  	
  Cablevision Area

  9 Corporation

  	
   

  	
  Limited

  Partnership

  Interest

  	
   

  	
   

  	
   

  	
  .57677%

  	
   

  	
  .57677%

  	
   

  
	
  Cablevision of
  Connecticut Limited Partnership

  	
   

  	
  Communications

  Development

  Corporation

  	
   

  	
  General

  Partnership

  Interest

  	
   

  	
   

  	
   

  	
  .00990%

  	
   

  	
  .00990%

  	
   

  
	
  Cablevision of
  Connecticut Limited Partnership

  	
   

  	
  Cablevision Area

  9 Corporation

  	
   

  	
  General

  Partnership

  Interest

  	
   

  	
   

  	
   

  	
  94.59421%

  	
   

  	
  94.59421%

  	
   

  
	
  Cablevision of
  Cleveland, L.P.

  	
   

  	
  Cablevision of

  Cleveland GP,

  Inc.

  	
   

  	
  General

  Partnership

  Interest

  	
   

  	
   

  	
   

  	
  90%

  	
   

  	
  90%

  	
   

  
	
  Cablevision of
  Cleveland, L.P.

  	
   

  	
  Cablevision of

  Cleveland LP,

  Inc.

  	
   

  	
  Limited

  Partnership

  Interest

  	
   

  	
   

  	
   

  	
  10%

  	
   

  	
  10%

  	
   

  



 






(1)          The
undersigned hereby agrees that it shall become a party to, and be fully bound
by, the terms of this Agreement immediately upon issuance of the regulatory
approval referred to in Schedule 6.03 of the Credit Agreement.


 


3

















 


Schedule 3.06


 


SCHEDULE OF
RESTRICTIONS ON SECURITIES


 


1.  None, other than possible requirements of
consent of transfer from the Company or another Restricted Subsidiary.


 

















 


Exhibit A


 


FORM OF

PLEDGE AGREEMENT JOINDER


 


This PLEDGE AGREEMENT
JOINDER, dated as of                   ,
          (this “Agreement”),
is made by [Insert Name of New Pledgor], a [Insert State of Organization]
[corporation, limited partnership or limited liability company] (the “New
Pledgor”), in favor of Bank of America, N.A., as Collateral Agent (the “Collateral
Agent”) for the benefit of the Principals (as defined in the Pledge
Agreement referred to below).


 


RECITALS:


 


(1)           CSC
Holdings, Inc., a Delaware corporation (the “Company”), the
Restricted Subsidiaries party thereto, the Lenders party thereto, and the
Collateral Agent are parties to a Credit Agreement dated as of February     ,
2006 (as the same may from time to time be amended, restated or otherwise
modified, the “Credit Agreement”).


 


(2)           In
connection with the Credit Agreement, the Company and certain other pledgors
(each, together with the Company, collectively, the “Pledgors” and
individually, each a “Pledgor”) entered into a Pledge Agreement (as the
same may from time to time be amended, restated or otherwise modified, the “Pledge
Agreement”), pursuant to which the Pledgors granted to the Collateral Agent
for the benefit of the Principals a security interest in and pledge of the
Collateral described in the Pledge Agreement.


 


(3)           The
New Pledgor is a Restricted Subsidiary (as defined in the Credit Agreement) and
desires to become a party to the Pledge Agreement pursuant to Section 5.23
of the Pledge Agreement and to become a “Pledgor” thereunder.


 


(4)           Capitalized
terms used but not defined herein have the meanings given to such terms in the
Pledge Agreement.


 


AGREEMENT:


 


NOW, THEREFORE, in
consideration of the premises and other good and valuable consideration, the
receipt of which is hereby acknowledged, the New Pledgor hereby agrees as
follows:


 


Section 1.               Assumption
and Joinder.


 


(a)           The
New Pledgor hereby expressly assumes, and hereby agrees to perform and observe,
each and every one of the covenants, rights, promises, agreements, terms,
conditions, obligations, appointments, duties and liabilities of a “Pledgor”
under the Pledge Agreement and all of the other Loan Documents (as defined in
the Credit Agreement) applicable to it as a Pledgor under the Pledge
Agreement.  By virtue of the foregoing,
the New Pledgor hereby accepts and assumes any liability of a Pledgor related
to each representation, warranty, covenant or obligation made by a Pledgor in
the Pledge Agreement, and hereby expressly affirms, as of the


 

















 


date hereof, each
of such representations, warranties, covenants and obligations.  In connection with the foregoing, the New
Pledgor hereby mortgages, pledges and assigns to the Collateral Agent, and
grants to the Collateral Agent for the benefit of the Principal, a continuing
security interest in, and a continuing lien upon, all of the Collateral of the
New Pledgor on the terms and conditions set forth in the Pledge Agreement.


 


(b)           All
references to the term Pledgor in the Pledge Agreement or in any document or
instrument executed and delivered or furnished, or to be executed and delivered
or furnished, in connection therewith shall be deemed to be a reference to, and
shall include, the New Pledgor.


 


Section 2.               Representations
and Warranties.  The New Pledgor
hereby represents and warrants to the Collateral Agent and the Secured
Creditors as follows:


 


(a)           The
New Pledgor has the requisite [corporate, partnership or company] power and
authority to enter into this Agreement and to perform its obligations hereunder
and under the Pledge Agreement and any other Loan Document to which it is a
party.  The execution, delivery and
performance of this Agreement by the New Pledgor and the performance of its
obligations under this Agreement, the Pledge Agreement, and any other Loan
Document have been duly authorized by the [Board of Directors of the New
Pledgor] and no other [corporate, partnership or company] proceedings on the
part of the New Pledgor are necessary to authorize the execution, delivery or
performance of this Agreement, the transactions contemplated hereby or the
performance of its obligations under this Agreement, the Pledge Agreement or
any other Loan Document.  This Agreement
has been duly executed and delivered by the New Pledgor.  This Agreement, the Pledge Agreement and each
Loan Document constitutes the legal, valid and binding obligation of the New
Pledgor enforceable against it in accordance with its respective terms, except
as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors’ rights generally and by
general principles of equity, whether such enforceability is considered in a
proceeding at law or in equity.


 


(b)           The
representations and warranties set forth in the Pledge Agreement are true and
correct in all material respects on and as of the date hereof as such
representations and warranties apply to the New Pledgor (except to the extent
that any such representations and warranties expressly relate to an earlier
date) with the same force and effect as if made on the date hereof.


 


Section 3.               Further
Assurances.  At any time and from
time to time, upon the Collateral Agent’s request and at the sole expense of
the New Pledgor, the New Pledgor will promptly and duly execute and deliver any
and all further instruments and documents and take such further action as the
Collateral Agent reasonably deems necessary to effect the purposes of this
Agreement.


 


Section 4.               Binding
Effect.  This Agreement shall be
binding upon the New Pledgor and shall inure to the benefit of the Collateral
Agent and the other Principals and their respective successors and assigns.


 


Section 5.               Governing
Law.  This Agreement and the rights
and duties of the parties hereunder shall, pursuant to New York General
Obligations Law Section 5-1401, be governed by the law of the State of New
York.


 


2

















 


Section 6.               JURY
TRIAL WAIVER.  THE NEW PLEDGOR HEREBY
IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER LOAN
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.


 


Section 7.               Miscellaneous.  Delivery of an executed signature page to
this Agreement by facsimile shall be effective as delivery of a manually
executed copy of this Agreement.


 


IN WITNESS WHEREOF, the
undersigned has caused this Agreement to be duly executed and delivered by its
duly authorized officer as of the date first above written.


 


 


	
   

  	
  [                                              ]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


3

















 


Exhibit B


 


NOTIFICATION OF DISPOSITION OF

COLLATERAL


 


To:          [Name
of debtor, obligor, or other person to which the notification is sent]


 


From:      [Name,
address, and telephone number of secured party]


 


Name of Debtor(s):  [Include only if debtor(s) are not an
addressee]


 


[For a public
disposition:]


 


We
will sell the [describe collateral] to [the highest qualified bidder] in public
as follows:


 


Day and Date:


 


Time:


 


Place:


 


[For a private
disposition:]


 


We
will sell the [describe collateral] privately sometime after [day and date].


 


You
are entitled to an accounting of the unpaid indebtedness secured by the
property that we intend to sell [or lease or license, as applicable] [for a
charge of $      ].  You may request an accounting by calling us
at [telephone number].