Exhibit
10.2


 




 





CSC HOLDINGS,
INC.,


 


Issuer,


 


to


 


U.S. BANK NATIONAL
ASSOCIATION,


 


Trustee


 


Indenture


 


Dated as of June 4,
2008


 


$500,000,000


 


81⁄2% Senior Notes
due 2015


 


81⁄2% Series B
Senior Notes due 2015




 





 

















 


Reconciliation
and Tie Between Trust Indenture Act


of
1939 and Indenture, dated as of June 4, 2008


 


	
  Trust Indenture

  	
   

  	
   

  
	
  Act Section

  	
   

  	
  Indenture Section

  
	
   

  	
   

  	
   

  	
   

  
	
  §10(a)(1)

  	
   

  	
   

  	
  608

  
	
  (a)(2)

  	
   

  	
   

  	
  608

  
	
  (b)

  	
   

  	
   

  	
  607, 609

  
	
  §311(a)

  	
   

  	
   

  	
  612

  
	
  (b)

  	
   

  	
   

  	
  612

  
	
  §312(a)

  	
   

  	
   

  	
  607

  
	
  (b)

  	
   

  	
   

  	
  607

  
	
  (c)

  	
   

  	
   

  	
  701

  
	
  §313

  	
   

  	
   

  	
  702

  
	
  §314(a)

  	
   

  	
   

  	
  703

  
	
  (a)(4)

  	
   

  	
   

  	
  1013

  
	
  (c)(1)

  	
   

  	
   

  	
  103

  
	
  (c)(2)

  	
   

  	
   

  	
  103

  
	
  (e)

  	
   

  	
   

  	
  103

  
	
  §315(b)

  	
   

  	
   

  	
  601

  
	
  §316(a)(last sentence)

  	
   

  	
   

  	
  101 (“Outstanding”)

  
	
  (a)(1)(A)

  	
   

  	
   

  	
  502, 512

  
	
  (a)(1)(B)

  	
   

  	
   

  	
  513

  
	
  (b)

  	
   

  	
   

  	
  508

  
	
  (c)

  	
   

  	
   

  	
  105(d)

  
	
  §317(a)(1)

  	
   

  	
   

  	
  503

  
	
  (a)(2)

  	
   

  	
   

  	
  504

  
	
  (b)

  	
   

  	
   

  	
  1003

  
	
  §318(a)

  	
   

  	
   

  	
  108

  



 


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


 

















 


TABLE
OF CONTENTS


 


	
   

  	
  PAGE

  
	
   

  	
   

  
	
  RECITALS OF THE COMPANY

  	
  1

  
	
  ARTICLE One DEFINITIONS AND OTHER PROVISIONS OF
  GENERAL APPLICATION

  	
  1

  
	
  Section 101. Definitions

  	
  1

  
	
   

  	
  “Acquired Indebtedness”

  	
  2

  
	
   

  	
  “Additional Securities”

  	
  2

  
	
   

  	
  “Adjusted Treasury Rate”

  	
  2

  
	
   

  	
  “Affiliate”

  	
  2

  
	
   

  	
  “Agent Members”

  	
  2

  
	
   

  	
  “Annualized Operating Cash Flow”

  	
  2

  
	
   

  	
  “Average Life”

  	
  2

  
	
   

  	
  “Bank Credit Agreement”

  	
  2

  
	
   

  	
  “Banks”

  	
  3

  
	
   

  	
  “Board of Directors”

  	
  3

  
	
   

  	
  “Board Resolution”

  	
  3

  
	
   

  	
  “Book-Entry Security”

  	
  3

  
	
   

  	
  “Business Day”

  	
  3

  
	
   

  	
  “Capital Stock”

  	
  3

  
	
   

  	
  “Capitalized Lease Obligation”

  	
  3

  
	
   

  	
  “Cash Flow Ratio”

  	
  3

  
	
   

  	
  “Commission”

  	
  3

  
	
   

  	
  “Common Stock”

  	
  4

  
	
   

  	
  “Company”

  	
  4

  
	
   

  	
  “Company Request” or “Company Order”

  	
  4

  
	
   

  	
  “Comparable Treasury Issue”

  	
  4

  
	
   

  	
  “Comparable Treasury Price”

  	
  4

  
	
   

  	
  “Consolidated Net Tangible Assets”

  	
  4

  
	
   

  	
  “Corporate Trust Office”

  	
  4

  
	
   

  	
  “corporation”

  	
  4

  
	
   

  	
  “Cumulative Cash Flow Credit”

  	
  5

  
	
   

  	
  “Cumulative Interest Expense”

  	
  5

  
	
   

  	
  “Debt”

  	
  5

  
	
   

  	
  “Default”

  	
  6

  
	
   

  	
  “Depository”

  	
  6

  
	
   

  	
  “Disqualified Stock”

  	
  6

  
	
   

  	
  “Event of Default”

  	
  6

  
	
   

  	
  “Exchange Act”

  	
  6

  
	
   

  	
  “Exchange Offer”

  	
  6

  
	
   

  	
  “Exchange Offer Registration Statement”

  	
  6

  
	
   

  	
  “Exchange Securities”

  	
  6

  
	
   

  	
  “generally accepted accounting principles”

  	
  6

  



 

















 


	
   

  	
  PAGE

  
	
   

  	
   

  
	
   

  	
  “Global Security”

  	
  6

  
	
   

  	
  “guarantee”

  	
  7

  
	
   

  	
  “Holder”

  	
  7

  
	
   

  	
  “Indebtedness”

  	
  7

  
	
   

  	
  “Indenture”

  	
  7

  
	
   

  	
  “Initial Interest Payment Date”

  	
  7

  
	
   

  	
  “Initial Purchasers”

  	
  7

  
	
   

  	
  “Initial Securities”

  	
  7

  
	
   

  	
  “Interest Payment Date”

  	
  7

  
	
   

  	
  “Interest Swap Obligations”

  	
  8

  
	
   

  	
  “Investment”

  	
  8

  
	
   

  	
  “Lease”

  	
  8

  
	
   

  	
  “Lien”

  	
  8

  
	
   

  	
  “Liquidated Damages”

  	
  8

  
	
   

  	
  “Maturity”

  	
  8

  
	
   

  	
  “Officers’ Certificate”

  	
  9

  
	
   

  	
  “Operating Cash Flow”

  	
  9

  
	
   

  	
  “Opinion of Counsel”

  	
  9

  
	
   

  	
  “Outstanding”

  	
  9

  
	
   

  	
  “Paying Agent”

  	
  10

  
	
   

  	
  “Permitted Liens”

  	
  10

  
	
   

  	
  “Person”

  	
  12

  
	
   

  	
  “Physical Security”

  	
  12

  
	
   

  	
  “Predecessor Security”

  	
  12

  
	
   

  	
  “Preferred Stock”

  	
  12

  
	
   

  	
  “Qualified Institutional Buyer” or “QIB”

  	
  12

  
	
   

  	
  “Quotation Agent”

  	
  12

  
	
   

  	
  “Receivables and Related Assets”

  	
  13

  
	
   

  	
  “Redemption Date”

  	
  13

  
	
   

  	
  “Redemption Price”

  	
  13

  
	
   

  	
  “Reference Treasury Dealer”

  	
  13

  
	
   

  	
  “Reference Treasury Dealer Quotations”

  	
  13

  
	
   

  	
  “Refinancing Indebtedness”

  	
  13

  
	
   

  	
  “Registered Securities”

  	
  13

  
	
   

  	
  “Registration Rights Agreement”

  	
  13

  
	
   

  	
  “Regular Record Date”

  	
  14

  
	
   

  	
  “Regulation S Global Security”

  	
  14

  
	
   

  	
  “Responsible Officer”

  	
  14

  
	
   

  	
  “Restricted Payment”

  	
  14

  
	
   

  	
  “Restricted Security”

  	
  15

  
	
   

  	
  “Restricted Subsidiary”

  	
  15

  
	
   

  	
  “Rule 144A Global Security”

  	
  15

  
	
   

  	
  “Securities Act”

  	
  15

  



 

















 


	
   

  	
  PAGE

  
	
   

  	
   

  
	
   

  	
  “Securities Issue Date”

  	
  15

  
	
   

  	
  “Securitization Subsidiary”

  	
  15

  
	
   

  	
  “Security” and “Securities”

  	
  16

  
	
   

  	
  “Security Register” and “Security Registrar”

  	
  16

  
	
   

  	
  “Senior Indebtedness”

  	
  16

  
	
   

  	
  “Shelf Registration Statement”

  	
  16

  
	
   

  	
  “Special Record Date”

  	
  16

  
	
   

  	
  “Stated Maturity”

  	
  16

  
	
   

  	
  “Stock Payment”

  	
  16

  
	
   

  	
  “subsidiary”

  	
  16

  
	
   

  	
  “Subsidiary”

  	
  17

  
	
   

  	
  “Trust Indenture Act”

  	
  17

  
	
   

  	
  “Trustee”

  	
  17

  
	
   

  	
  “Unrestricted Subsidiary”

  	
  17

  
	
   

  	
  “Voting Stock”

  	
  17

  
	
  Section 102. Other Definitions

  	
  17

  
	
  Section 103. Compliance Certificates and
  Opinions

  	
  18

  
	
  Section 104. Form of Documents Delivered
  to Trustee

  	
  18

  
	
  Section 105. Acts of Holders

  	
  19

  
	
  Section 106. Notices, Etc. to Trustee and
  Company

  	
  20

  
	
  Section 107. Notice to Holders; Waiver

  	
  20

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

  	
  21

  
	
  Section 109. Effect of Headings and Table of
  Contents

  	
  21

  
	
  Section 110. Successors and Assigns

  	
  21

  
	
  Section 111. Separability Clause

  	
  21

  
	
  Section 112. Benefits of Indenture

  	
  21

  
	
  Section 113. Governing Law; Waiver of Jury
  Trial

  	
  22

  
	
  Section 114. Legal Holidays

  	
  22

  
	
  Section 115. No Recourse Against Others

  	
  22

  
	
  ARTICLE Two SECURITY FORMS

  	
  22

  
	
  Section 201. Forms Generally; Incorporation of
  Form in Indenture

  	
  22

  
	
  Section 202. Form of Face of Security

  	
  23

  
	
  Section 203. Form of Reverse of Security

  	
  26

  
	
  Section 204. Form of Trustee’s Certificate
  of Authentication

  	
  30

  
	
  Section 205. Form of Legend on Restricted
  Securities

  	
  31

  
	
  Section 206. Form of Legend for Book-Entry
  Securities

  	
  32

  
	
  ARTICLE Three THE SECURITIES

  	
  32

  
	
  Section 301. Title and Terms

  	
  32

  
	
  Section 302. Denominations

  	
  33

  
	
  Section 303. Execution, Authentication,
  Delivery and Dating

  	
  33

  
	
  Section 304. Temporary Securities

  	
  35

  
	
  Section 305. Registration, Registration of
  Transfer and Exchange

  	
  36

  



 

















 


	
   

  	
  PAGE

  
	
   

  	
   

  
	
  Section 306. Mutilated, Destroyed, Lost and
  Stolen Securities

  	
  37

  
	
  Section 307. Payment of Interest; Interest
  Rights Preserved

  	
  38

  
	
  Section 308. Persons Deemed Owners

  	
  39

  
	
  Section 309. Cancellation

  	
  39

  
	
  Section 310. Computation of Interest

  	
  40

  
	
  Section 311. Registration Rights of Holders of
  Initial Securities

  	
  40

  
	
  Section 312. ISIN and CUSIP Numbers

  	
  40

  
	
  Section 313. Book-Entry Provisions for Global
  Securities

  	
  40

  
	
  Section 314. Special Transfer Provisions

  	
  42

  
	
  ARTICLE Four SATISFACTION AND DISCHARGE

  	
  44

  
	
  Section 401. Satisfaction and Discharge of
  Indenture

  	
  44

  
	
  Section 402. Application of Trust Money

  	
  45

  
	
  ARTICLE Five REMEDIES

  	
  45

  
	
  Section 501. Events of Default

  	
  45

  
	
  Section 502. Acceleration of Maturity;
  Rescission

  	
  47

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

  	
  48

  
	
  Section 504. Trustee May File Proofs of
  Claim

  	
  49

  
	
  Section 505. Trustee May Enforce Claims
  Without Possession of Securities

  	
  50

  
	
  Section 506. Application of Money Collected

  	
  50

  
	
  Section 507. Limitation on Suits

  	
  50

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

  	
  51

  
	
  Section 509. Restoration of Rights and Remedies

  	
  51

  
	
  Section 510. Rights and Remedies Cumulative

  	
  51

  
	
  Section 511. Delay or Omission Not Waiver

  	
  52

  
	
  Section 512. Control by Holders

  	
  52

  
	
  Section 513. Waiver of Past Defaults

  	
  52

  
	
  Section 514. Undertaking for Costs

  	
  53

  
	
  Section 515. Waiver of Stay, Extension or Usury
  Laws

  	
  53

  
	
  ARTICLE Six THE TRUSTEE

  	
  53

  
	
  Section 601. Certain Duties and
  Responsibilities

  	
  53

  
	
  Section 602. Certain Rights of Trustee

  	
  54

  
	
  Section 603. Not Responsible for Recitals or
  Issuance of Securities

  	
  56

  
	
  Section 604. May Hold Securities

  	
  56

  
	
  Section 605. Money Held in Trust

  	
  57

  
	
  Section 606. Compensation and Reimbursement

  	
  57

  
	
  Section 607. Conflicting Interests

  	
  58

  
	
  Section 608. Corporate Trustee Required;
  Eligibility

  	
  58

  
	
  Section 609. Resignation and Removal; Appointment
  of Successor

  	
  58

  
	
  Section 610. Acceptance of Appointment by
  Successor

  	
  59

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

  	
  60

  
	
  Section 612. Preferential Collection of Claims
  Against Company

  	
  60

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

  	
  60

  



 

















 


	
   

  	
  PAGE

  
	
   

  	
   

  
	
  Section 614. Notice of Defaults

  	
  60

  
	
  ARTICLE Seven HOLDERS’ LISTS AND REPORTS BY TRUSTEE
  AND COMPANY

  	
  61

  
	
  Section 701. Disclosure of Names and Addresses
  of Holders

  	
  61

  
	
  Section 702. Reports by Trustee

  	
  61

  
	
  Section 703. Reports by Company

  	
  61

  
	
  ARTICLE Eight CONSOLIDATION,

  	
   

  
	
  MERGER, CONVEYANCE, TRANSFER OR LEASE

  	
  62

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

  	
  62

  
	
  Section 802. Successor Substituted

  	
  63

  
	
  ARTICLE Nine SUPPLEMENTAL INDENTURES

  	
  63

  
	
  Section 901. Supplemental Indentures Without
  Consent of Holders

  	
  63

  
	
  Section 902. Supplemental Indentures with
  Consent of Holders

  	
  64

  
	
  Section 903. Execution of Supplemental
  Indentures

  	
  65

  
	
  Section 904. Effect of Supplemental Indentures

  	
  65

  
	
  Section 905. Conformity with Trust Indenture
  Act

  	
  65

  
	
  Section 906. Reference in Securities to
  Supplemental Indentures

  	
  65

  
	
  ARTICLE Ten COVENANTS

  	
  66

  
	
  Section 1001. Payment of Principal and Interest

  	
  66

  
	
  Section 1002. Maintenance of Office or Agency

  	
  66

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

  	
  66

  
	
  Section 1004. Corporate Existence

  	
  68

  
	
  Section 1005. Payment of Taxes and Other Claims

  	
  68

  
	
  Section 1006. Maintenance of Properties

  	
  68

  
	
  Section 1007. Limitation on Indebtedness

  	
  68

  
	
  Section 1008. Limitation on Liens

  	
  69

  
	
  Section 1009. Limitation on Restricted Payments

  	
  69

  
	
  Section 1010. Limitation on Investments in
  Unrestricted Subsidiaries and Affiliates

  	
  70

  
	
  Section 1011. Transactions with Affiliates

  	
  70

  
	
  Section 1012. Provision of Financial Statements

  	
  71

  
	
  Section 1013. Statement as to Compliance

  	
  71

  
	
  Section 1014. Waiver of Certain Covenants

  	
  71

  
	
  Section 1015. Statement by Officers as to
  Default

  	
  72

  
	
  ARTICLE Eleven REDEMPTION OF SECURITIES

  	
  72

  
	
  Section 1101. Notices to Trustee

  	
  72

  
	
  Section 1102. Selection of Securities to Be
  Redeemed

  	
  72

  
	
  Section 1103. Notice of Redemption

  	
  73

  
	
  Section 1104. Effect of Notice of Redemption

  	
  73

  
	
  Section 1105. Deposit of Redemption Price

  	
  74

  
	
  Section 1106. Securities Redeemed in Part

  	
  74

  
	
  Section 1107. Optional Redemption

  	
  74

  
	
  ARTICLE Twelve DEFEASANCE AND COVENANT DEFEASANCE

  	
  75

  
	
  Section 1201. Option to Effect Defeasance or
  Covenant Defeasance

  	
  75

  



 

















 


	
   

  	
  PAGE

  
	
   

  	
   

  
	
  Section 1202. Defeasance and Discharge

  	
  75

  
	
  Section 1203. Covenant Defeasance

  	
  76

  
	
  Section 1204. Conditions to Defeasance or
  Covenant Defeasance

  	
  76

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

  	
  78

  
	
  Section 1206. Reinstatement

  	
  79

  
	
   

  	
   

  
	
  TESTIMONIUM

  	
  81

  
	
   

  	
   

  
	
  SIGNATURES AND SEALS

  	
  81

  
	
   

  	
   

  
	
  ACKNOWLEDGMENTS

  	
  81

  
	
   

  	
   

  
	
  EXHIBIT A

  	
  List of Restricted Subsidiaries

  	
   

  
			



 
















 


INDENTURE dated as of June 4, 2008
between CSC Holdings, Inc., a Delaware corporation (hereinafter called the
“Company”), and U.S. Bank National Association, a national banking association,
trustee (hereinafter called the “Trustee”).


 


RECITALS OF THE COMPANY


 


The Company has duly authorized the creation
of an issue of its 81⁄2% Senior Notes due 2015 (hereinafter called the “Initial
Securities”) and its 81⁄2% Series B Senior Notes due 2015 (the “Exchange
Securities”, and together with the Initial Securities and any Additional
Securities, the “Securities”), of substantially the tenor and amount
hereinafter set forth, and to provide therefor the Company has duly authorized
the execution and delivery of this Indenture;


 


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


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE
ONE



DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section 101.  Definitions.


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


2

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


3

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


4

















 


“Cumulative Cash Flow Credit” means the sum of:


 


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


 


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


 


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


 


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


 


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


 


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


 


5

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


6

















 


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


 


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


 


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


 


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


 


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


 


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


 


“Initial Purchasers” means Banc of America Securities LLC, Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets
Inc., J.P. Morgan Securities Inc., GE Capital Markets, Inc., Credit Suisse
Securities (USA) LLC, BNP Paribas Securities Corp., Deutsche Bank Securities
Inc., Fortis Securities LLC, Goldman, Sachs & Co., Morgan Stanley &
Co. Incorporated, Piper Jaffray & Co., Greenwich Capital markets, Inc.,
Scotia Capital (USA) Inc., SunTrust Robinson Humphrey, Inc. and Wedbush
Morgan Securities Inc.


 


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


 


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


 


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


 


7

















 


exchange of nominal interest
obligations among the Company and/or such Restricted Subsidiary and such banks
or financial institutions, either generally or under specific contingencies, as
said agreement or arrangement shall be modified and supplemented and in effect
from time to time.


 


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


 


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


 


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


 


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


 


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


 


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


 


8

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


9

















 


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


 


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


 


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


 


“Permitted Liens” means the following types of Liens:


 


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


 


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


 


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


 


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


 


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


 


(f)            Liens securing the
Securities;


 


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


 


10

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


11

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


12
















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Registration Rights Agreement” means, with respect to the Initial
Securities, the Registration Rights Agreement, dated June 4, 2008, among
the Company and the Initial Purchasers, a form of which Registration Rights
Agreement is attached hereto as Exhibit B, and, with respect to any
Additional Securities, one or more registration rights agreements between the
Company and the other parties thereto, as such agreement(s) may be
amended, modified or 


 


13

















 


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


 


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


 


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


 


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


 


“Restricted Payment” means:


 


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


 


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


 


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


 


14

















 


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


 


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


 


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


 


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


 


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


 


“Securities Issue Date” means June 4, 2008 with respect to the
Initial Securities, the date of original issuance of the Exchange Securities
with respect to the Exchange Securities, and the date of original issuance of
the Additional Securities with respect to any Additional Securities.


 


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


 


15

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


16

















 


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


 


“Subsidiary” means any subsidiary of the Company.


 


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


 


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


 


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


 


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


 


Section 102.  Other Definitions.


 


	
  Term

  	
   

  	
  Defined 

  in Section

  
	
   

  	
   

  	
   

  
	
  “Act”

  	
   

  	
  105

  
	
  “Bankruptcy
  Law”

  	
   

  	
  501

  
	
  “covenant
  defeasance”

  	
   

  	
  1203

  
	
  “Custodian”

  	
   

  	
  501

  
	
  “defeasance”

  	
   

  	
  1202

  
	
  “Defaulted Interest”

  	
   

  	
  307

  
	
  “incorporated provision”

  	
   

  	
  108

  
	
  “redesignation of a Restricted Subsidiary”

  	
   

  	
  1010

  
	
  “Restricted Security”

  	
   

  	
  205

  
	
  “Security Register”

  	
   

  	
  305

  
	
  “Security Registrar”

  	
   

  	
  305

  
	
  “successor”

  	
   

  	
  801

  
	
  “U.S. Government Obligations”

  	
   

  	
  1204

  



 


17

















 


Section 103.  Compliance Certificates and Opinions.


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 104.  Form of Documents Delivered to Trustee.


 


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


 


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


 


18

















 


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


 


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


 


Section 105.  Acts of Holders.


 


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


 


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


 


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


 


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


 


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


 


19

















 


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


 


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


 


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


 


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


 


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


 


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


 


Section 107.  Notice to Holders; Waiver.


 


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


 


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


 


20

















 


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


 


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


 


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


 


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


 


Section 109.  Effect of Headings and Table of Contents.


 


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


 


Section 110.  Successors and Assigns.


 


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


 


Section 111.  Separability Clause.


 


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


 


Section 112.  Benefits of Indenture.


 


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


 


21

















 


Section 113.  Governing Law; Waiver of Jury Trial


 


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


 


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


 


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


 


Section 114.  Legal Holidays.


 


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


 


Section 115.  No Recourse Against Others.


 


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


 


ARTICLE
TWO



SECURITY FORMS


 


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


 


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


 


22

















 


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


 


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


 


Section 202.  Form of Face of Security.


 


CSC HOLDINGS, INC.


 


	
   

  	
  81⁄2%
  [Series B]* Senior Notes due 2015

  	
   

  
	
   

  	
   

  	
   

  
	
  No.

  	
   

  	
              $                                   

  
	
   

  	
   

  	
  CUSIP No.                         

  
	
   

  	
   

  	
  ISIN No.                    

  



 


CSC Holdings, Inc., a Delaware
corporation (herein called the “Company”, which term includes any successor
entity under the Indenture hereinafter referred to), for value received, hereby
promises to pay to
                                  
or registered assigns the principal sum of
            
Dollars on June 15, 2015, at the office or agency of the Company referred
to below, and to pay interest thereon on [  
]**, and semiannually thereafter, on June 15 and December 15
in each year from the Securities Issue Date or from the most recent Interest
Payment Date to which interest has been paid or duly provided for at the rate
of 81⁄2% per annum until the principal hereof is paid or duly provided for, and
(to the extent lawful) to pay on demand interest on any overdue interest at the
rate borne by the Securities from the date of the Interest Payment Date on
which such overdue interest becomes payable to the date payment of such
interest has been made or duly provided for.


 


[The Holder of this Security is entitled to
the benefits of the Registration Rights Agreement, dated June 4, 2008 (the
“Registration Rights Agreement”), between the Company and the Initial
Purchasers named therein.  Subject to the
terms of the Registration Rights Agreement, in the event this Security is not
freely transferable and an exchange offer (the “Exchange Offer”) for this
Initial Security is not consummated or a registration statement under the
Securities Act with respect to resales of this Security (the “Shelf
Registration Statement”) is not declared effective by the Commission on or
prior to July 9, 2009, in either case, in accordance with the Registration
Rights Agreement, the aforesaid interest rate borne by this Security shall be
increased by one-quarter of one percent per annum for the first 90 days
following July 9, 2009.  Such
interest 


 






*                      Include
only for Exchange Securities.


**               In the case of an Initial Security,
insert December 15, 2008.  In the
case of any Security other than an Initial Security, insert the relevant
Initial Interest Payment Date.


 


23

















 


rate shall increase by an
additional one-quarter of one percent per annum thereafter, up to a maximum
aggregate increase of one half of one percent per annum.  Subject to the terms of the Registration
Rights Agreement, upon this Security becoming freely transferable, consummation
of the Exchange Offer or the effectiveness of a Shelf Registration Statement,
as the case may be, the interest rate borne by this Security shall be reduced
to 81⁄2% per annum.]***


 


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


 


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


 


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


 


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


 






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


 


24

















 


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


 


 


	
   

  	
   

  	
  CSC
  HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
					



 


25
















 


Section 203.   Form of
Reverse of Security.


 


This Security is one of a duly authorized
issue of securities of the Company designated as its 81⁄2% [Series B]*
Senior Notes due 2015 (herein called the “Securities”), which may be issued
under an indenture (herein called the “Indenture”) dated as of June 4,
2008, between the Company and U.S. Bank National Association, trustee
(herein called the “Trustee”, which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties, obligations and immunities thereunder of the
Company, the Trustee, the holders of the Senior Indebtedness and the Holders of
the Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered.  This
Security is one of the series designated on the face hereof, initially limited
in aggregate principal amount to $500,000,000; provided, however,
that the Company may from time to time, without notice to or the consent of the
Holders of Securities, create and issue further Securities of this series (the “Additional
Securities”) having the same terms and ranking equally and ratably with the
Securities of this series in all respects and with the same CUSIP number as the
Securities of this series, or in all respects except for payment of interest
accruing prior to the issue date of such Additional Securities or except for
the first payment of interest following the issue date of such Additional
Securities.  Any Additional Securities
shall be consolidated and form a single series with the Securities and shall
have the same terms as to status, redemption and otherwise as the Securities.  Any Additional Securities may be issued
pursuant to authorization provided by a resolution of the Board of Directors of
the Company, a supplement to the Indenture, or under an Officers’ Certificate
pursuant to the Indenture.  No Additional
Securities may be issued if an Event of Default has occurred and is continuing
with respect to the Securities of this series.


 


[This Security is exchangeable under certain
circumstances as provided in the Indenture for the Company’s 81⁄2% Series B
Senior Notes due 2015 (herein called the “Exchange Securities”), issued under
the Indenture.  Unless the context
otherwise requires, the Securities and Exchange Securities shall constitute one
series for all purposes under the Indenture, including without limitation
amendments and waivers.]**


 


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


 






	
  *

  	
   

  	
  Include only for Exchange
  Securities.

  
	
  **

  	
   

  	
  Include only
  for Initial Securities and any Additional Securities.

  



 


26

















 


On or after June 15,
2012, the Company may redeem all or part of the Securities, upon not less than
30 nor more than 60 days’ notice, at the redemption prices (expressed as
percentages of principal amount) set forth below, plus accrued and unpaid
interest thereon, to the applicable Redemption Date, if redeemed during the
twelve-month period beginning on June 15 of the years indicated below:


 




	
  Year

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2012

  	
   

  	
  104.250

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  2013

  	
   

  	
  102.125

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  2014 and thereafter

  	
   

  	
  100.000

  	
  %

  






 


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


 


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


 


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


 


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


 


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


 


27

















 


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


 


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


 


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


 


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


 


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


 


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


 


28

















 


Certificate of Transfer***


 


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


 




 





(Please typewrite or print name and taxpayer
identification number)


 




 





(Please typewrite or print address)


 


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


 


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


 


	
  o

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

  
	
   

  	
   

  
	
   

  	
  or

  
	
   

  	
   

  
	
  o

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

  



 


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


 


	
  Dated:

  	
   

  
	
   

  	
   

  
	
  Signature

  	
   

  	
   

  



 


NOTE: 
The signature to this assignment must correspond with the name as
written upon the face 


 






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


 


29

















 


of this Security in every particular, without
alteration or enlargement, or any change whatever.


 


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


 


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


 


	
  Dated: 

  	
   

  	
   

  	
   

  
	
   

  	
  To be signed
  by an executive officer

  



 


SCHEDULE OF EXCHANGES FOR DEFINITIVE
SECURITIES


 


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


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Principal

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Amount of

  	
   

  	
  Amount of

  	
   

  	
  Amount of

  	
   

  	
  Signature of

  	
   

  
	
   

  	
   

  	
  decrease in

  	
   

  	
  increase in

  	
   

  	
  this Security

  	
   

  	
  authorized

  	
   

  
	
   

  	
   

  	
  Principal

  	
   

  	
  Principal

  	
   

  	
  in global form

  	
   

  	
  signatory of

  	
   

  
	
   

  	
   

  	
  Amount of

  	
   

  	
  Amount of

  	
   

  	
  following such

  	
   

  	
  Trustee or

  	
   

  
	
  Date of

  	
   

  	
  this Security

  	
   

  	
  this Security

  	
   

  	
  decrease (or

  	
   

  	
  Securities

  	
   

  
	
  Exchange

  	
   

  	
  in global form

  	
   

  	
  in global form

  	
   

  	
  increase)

  	
   

  	
  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


	
   

  	
  U.S. BANK
  NATIONAL ASSOCIATION,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Authorized Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  



 


30

















 


Section 205.  Form of Legend on Restricted Securities.


 


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


 


THE SECURITIES HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY
STATE SECURITIES LAWS.  NEITHER THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION AS SET FORTH BELOW. 
BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT
IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT (“RULE 144A”)), OR (B) IT IS NOT A U.S. PERSON AND IS
ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION, (2) AGREES TO OFFER, SELL,
PLEDGE OR OTHERWISE TRANSFER SUCH SECURITY PRIOR TO THE DATE WHICH IS ONE YEAR
AFTER THE DATE OF ORIGINAL ISSUE HEREOF ONLY (A) TO THE COMPANY, (B) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON IT
REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE
144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (D) OUTSIDE THE UNITED STATES PURSUANT TO OFFERS
AND SALES TO NON-U.S. PERSONS IN AN OFFSHORE TRANSACTION PURSUANT TO
REGULATION S UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 904 UNDER THE


 


31

















 


SECURITIES ACT OR (E) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY
SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM.


 


Section 206.  Form of Legend for Book-Entry
Securities.


 


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


 


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


 


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


 


ARTICLE THREE



THE SECURITIES


 


Section 301.  Title and Terms.


 


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


 


32

















 


The Initial Securities and the Additional
Securities, if any, shall be known and designated as the “81⁄2% Senior Notes
due 2015” and the Exchange Securities shall be known and designated as the “81⁄2%
Series B Senior Notes due 2015” of the Company.  Their Stated Maturity shall be June 15,
2015, and they shall bear interest at the rate of 81⁄2% per annum (except as
otherwise provided for in the form of Security) from the relevant Securities
Issue Date, or the most recent Interest Payment Date to which interest has been
paid or duly provided for on a given Security or a Security surrendered in
exchange for such Security, as the case may be, payable on the relevant Initial
Interest Payment Date (as defined below) and semiannually thereafter on June 15
and December 15 of each year and at said Stated Maturity, until the
principal thereof is paid or duly provided for. 
The term “Initial Interest Payment Date” means (a) with respect to
any Security other than the Initial Securities, the first June 15 or December 15
occurring after the Securities Issue Date for such Security and (b) with
respect to each Initial Security, December 15, 2008.  The Initial Securities, the Exchange
Securities and any Additional Securities issued hereunder shall rank pari
passu.


 


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


 


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


 


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


 


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


 


Section 302.  Denominations.


 


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


 


Section 303.  Execution, Authentication, Delivery and
Dating.


 


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


 


33

















 


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


 


The Trustee shall (upon Company Order)
authenticate and deliver (a) the Initial Securities for original issue in
an aggregate principal amount of up to $500,000,000, (b) the Exchange
Securities for issue only in a registered Exchange Offer pursuant to the
Registration Rights Agreement for a like principal amount of the Initial
Securities or Additional Securities, if any, and (c) Additional Securities
as set forth below.


 


Each Security shall be dated the date of its
authentication.


 


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


 


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


 


Except as described below, the Securities
shall be deposited with, or on behalf of, the Depository, and registered in the
name of the Depository or the nominee of the Depository in the form of one or
more global note certificates (each a “Rule 144A Global Security”), for
credit to


 


34

















 


the respective
accounts of the beneficial owners of the Securities represented thereby.  The Rule 144A Global Securities shall
bear the legend set forth in Section 206 and, in the case of Restricted
Securities, the legend set forth in Section 205.


 


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


 


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


 


Section 304.  Temporary Securities.


 


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


 


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


 


35
















 


Section 305.  Registration, Registration of Transfer and
Exchange.


 


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


 


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


 


At the option of the Holder, Securities may be
exchanged for other Securities of any authorized denomination or denominations
and of a like aggregate principal amount upon surrender of the Securities to be
exchanged at such office or agency. 
Whenever any Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive; provided that no
exchange of Initial Securities or Additional Securities for Exchange Securities
shall occur until an Exchange Offer Registration Statement shall have been
declared effective by the Commission, the Trustee shall have received an
Officers’ Certificate confirming that the Exchange Offer Registration Statement
has been declared effective by the Commission and the Initial Securities or
Additional Securities to be exchanged for the Exchange Securities shall be
canceled by the Trustee.


 


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


 


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


 


Every Restricted Security shall be subject to, and
no transfer shall be made other than in accordance with, the restrictions on
transfer provided in the legend set forth on the form of the face of each
Restricted Security and the restrictions set forth in this Article Three,
and the 


 


36

















 


Holder of each Restricted
Security, by such Holder’s acceptance thereof, agrees to be bound by such
restrictions on transfer.


 


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


 


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


 


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


 


The Trustee shall have no obligation or duty to
monitor, determine or inquire as to compliance with any restrictions on
transfer imposed under this Indenture or under applicable law with respect to
any transfer of any interest in any Security (including any transfers between
or among Agent Members or beneficial owners of interests in any Global
Security) other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and
when expressly required by the terms of, this Indenture, and to examine the
same to determine substantial compliance as to form with the express
requirements hereof.


 


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


 


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


 


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


 


37

















 


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


 


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


 


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


 


Section 307.  Payment of Interest; Interest Rights
Preserved.


 


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


 


Any interest on any Security which is payable, but
is not punctually paid or duly provided for, on any Interest Payment Date and
interest on such defaulted interest at the interest rate borne by the
Securities, to the extent lawful (such defaulted interest and interest thereon
herein collectively called “Defaulted Interest”), shall forthwith cease to be
payable to the Holder on the relevant Regular Record Date by virtue of having
been such Holder; and such Defaulted Interest may be paid by the Company, at
its election in each case, as provided in Subsection (a) or (b) below:


 


(a)           The Company may elect to make payment
of any Defaulted Interest to the Persons in whose names the Securities (or
their respective Predecessor Securities) are registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest,
which shall be fixed in the following manner. 
The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Security and the date of the
proposed payment, and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements satisfactory to
the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Interest as in this Subsection provided.  Thereupon the Trustee shall fix a Special
Record Date for the payment of such Defaulted Interest that shall be not more
than 15 days and not less than 10 days prior to the date of the proposed
payment and not less than 10 days after the receipt 


 


38

















 


by the Trustee of the
notice of the proposed payment. 
The Trustee shall promptly notify the Company of such Special
Record Date.  In the name and at the
expense of the Company, the Trustee shall cause notice of the proposed payment
of such Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to each Holder at his address as it appears in the
Security Register, not less than 10 days prior to such Special Record
Date.  Notice of the proposed payment of
such Defaulted Interest and the Special Record Date therefor having been so mailed,
such Defaulted Interest shall be paid to the Persons in whose names the
Securities (or their respective Predecessor Securities) are registered at the
close of business on such Special Record Date and shall no longer be payable
pursuant to the following Subsection (b).


 


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


 


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


 


Section 308.  Persons Deemed Owners.


 


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


 


Section 309.  Cancellation.


 


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


 


39

















 


Section 310.  Computation of Interest.


 


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


 


Section 311.  Registration Rights of Holders of Initial
Securities.


 


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


 


Section 312.  ISIN and CUSIP Numbers.


 


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


 


Section 313.  Book-Entry Provisions for Global Securities.


 


(a)           The
Global Securities initially shall (i) be registered in the name of the
Depository or the nominee of such Depository, (ii) be delivered to the
Trustee as custodian for such Depository and (iii) bear legends as set
forth in Section 206 and, in the case of Restricted Securities in the form
of Global Securities, Section 205.


 


Members of, or participants in, the Depository (“Agent
Members”) shall have no rights under this Indenture with respect to any Global
Security held on their behalf by the Depository, or the Trustee as its
custodian, or under the Global Security, and the Depository may be treated by
the Company, the Trustee and any agent of the Company or the Trustee as the
absolute owner of the Global Security for all purposes whatsoever.  Notwithstanding the foregoing, nothing herein
shall prevent the Company, the Trustee or any agent of the Company or the
Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Depository or impair, as between the Depository
and its Agent Members, the operation of customary practices governing the
exercise of the rights of a Holder of any Security.


 


(b)           Transfers of Global Securities shall be limited to
transfers in whole, but not in part, to the Depository, its successors or their
respective nominees.  Interests of
beneficial owners in a Rule 144A Global Security may be transferred or
exchanged for interests in a Regulation S Global Security, and interests of
beneficial owners in a Regulation S Global Security 


 


40

















 


may be transferred or exchanged for interests
in a Rule 144A Global Security, in each case in accordance with the rules and
procedures of the Depository and the provisions of Section 314.  Interests of beneficial owners in the Global
Securities may be transferred or exchanged for Physical Securities in
accordance with the rules and procedures of the Depository and the
provisions of Section 314.


 


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


 


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


 


(c)           In connection with any transfer or exchange of a portion
of the beneficial interest in any Global Security to beneficial owners pursuant
to paragraph (b), the Security Registrar shall (if one or more Physical
Securities are to be issued) reflect on its books and records the date and a
decrease in the principal amount of the Global Security in an amount equal to
the principal amount of the beneficial interest in the Global Security to be
transferred, and the Company shall execute, and the Trustee shall authenticate
and deliver, one or more Physical Securities of like tenor and principal amount
of authorized denominations.


 


(d)           In connection with the transfer of Global Securities as an
entirety to beneficial owners pursuant to paragraph (b), the Global Securities
shall be deemed to be surrendered to the Trustee for cancellation, and the
Company shall execute, and the Trustee shall authenticate and deliver, to each
beneficial owner identified by the Depository in exchange for its beneficial
interest in the Global Securities, an equal aggregate principal amount of
Physical Securities of like tenor of authorized denominations.


 


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


 


(f)            The
Holder of any Global Security may grant proxies and otherwise authorize any
person, including Agent Members and persons that may hold interests through 


 


41

















 


Agent Members, to take any action that a Holder is entitled to take
under this Indenture or the Securities.


 


Section 314.  Special Transfer Provisions.


 


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


 


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


 


(ii)           the Security Registrar shall register
the transfer of any Restricted Security if the proposed transferor is an Agent
Member holding a beneficial interest in a Rule 144A Global Security, upon
receipt by the Security Registrar of (x) the certificate, if any, required
by paragraph (i) above and (y) instructions given in accordance with
the Depository’s and the Security Registrar’s procedures;


 


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


 


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


 


(i)            the Security Registrar shall
register the transfer of any Restricted Security if such transfer is being made
by a proposed transferor who has checked the box provided for on the form of
Security stating, or who has otherwise advised the Company and the Security
Registrar in writing, that the transfer has been made in compliance with the
exemption from registration under the Securities Act provided under Rule 144A
to a transferee who has signed the certification provided for on the form of
Security stating, or has otherwise advised the Company and the Security
Registrar in writing, that such 


 


42

















 


transferee represents and
warrants that it is purchasing the Security for its own account or an account
with respect to which it exercises sole investment discretion and that each of
it and any such account is a QIB within the meaning of Rule 144A and is
aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as it
has requested pursuant to Rule 144A or has determined not to request such
information and that it is aware that the transferor is relying upon the
foregoing representations in order to claim the exemption from registration
provided by Rule 144A; and


 


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


 


(c)           Other
Transfers.  If a Holder proposes to
transfer a Security pursuant to any exemption from the registration
requirements of the Securities Act other than as provided for by Sections 314(a) and
314(b), the Security Registrar shall only register such transfer or exchange if
such transferor delivers to the Security Registrar and the Trustee an Opinion
of Counsel satisfactory to the Company and the Security Registrar that such
transfer is in compliance with the Securities Act and the terms of this
Indenture; provided that the Company may, based upon the opinion of its
counsel, instruct the Security Registrar by a Company Order not to register
such transfer in any case where the proposed transferee is not a QIB or a
non-U.S. person.


 


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


 


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


 


43

















 


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


 


ARTICLE FOUR


 


SATISFACTION
AND DISCHARGE


 


Section 401.  Satisfaction and Discharge of Indenture.


 


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


 


(a)           either


 


(i)            all Securities theretofore
authenticated and delivered (other than (A) Securities which have been
destroyed, lost or stolen and which have been replaced or paid as provided in Section 306
and (B) Securities for whose payment money has theretofore been deposited
in trust or segregated and held in trust by the Company and thereafter repaid
to the Company or discharged from such trust, as provided in Section 1003)
have been delivered to the Trustee for cancellation; or


 


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


 


(A)          have become due and
payable, or


 


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


 


44

















 


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


 


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


 


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


 


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


 


Section 402.  Application of Trust Money.


 


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


 


ARTICLE FIVE


 


REMEDIES


 


Section 501.  Events of Default.


 


An “Event of Default” occurs if:


 


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


 


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


 


45

















 


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


 


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


 


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


 


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


 


(i)            commences a
voluntary case or proceeding,


 


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


 


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


 


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


 


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


 


46

















 


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


 


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


 


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


 


(iii)          orders the
liquidation of the Company;


 


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


 


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


 


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


 


Section 502.  Acceleration of Maturity; Rescission.


 


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


 


47

















 


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


 


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


 


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


 


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


 


The Company covenants that if


 


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


 


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


 


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


 


48
















 


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


 


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


 


Section 504.  Trustee May File Proofs of Claim.


 


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


 


(a)           to file and prove a claim for the
whole amount of principal and interest owing and unpaid in respect of the
Securities and to file such other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and of the Holders allowed in such judicial
proceeding, and


 


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


 


Nothing herein contained shall be deemed to
authorize the Trustee to authorize or consent to or accept or adopt on behalf
of any Holder any proposal, plan of reorganization, arrangement, adjustment or
composition or other similar arrangement affecting the Securities or the rights
of any Holder thereof, or to authorize the Trustee to vote in respect of the
claim of any Holder in any such proceeding.


 


49

















 


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


 


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


 


Section 506.  Application of Money Collected.


 


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


 


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


 


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


 


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


 


Section 507.  Limitation on Suits.


 


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


 


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


 


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


 


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


 


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


 


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


 


it being understood and intended that no one
or more Holders shall have any right in any manner whatever by virtue of, or by
availing of, any provision of this Indenture to affect, disturb or prejudice
the rights of any other Holders, or to obtain or to seek to obtain priority or
preference over any other Holders or to enforce any right under this Indenture
except in the manner provided in this Indenture and for the equal and ratable
benefit of all the Holders.


 


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


 


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


 


Section 509.  Restoration of Rights and Remedies.


 


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


 


Section 510.  Rights and Remedies Cumulative.


 


Except as provided in Section 306, no right or
remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or 
remedy, and every right and remedy shall, to the extent permitted by
law, be cumulative and in addition to every other right and remedy given hereunder
or now or hereafter existing at law or in equity or 


 


51

















 


otherwise.  The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.


 


Section 511.  Delay or Omission Not Waiver.


 


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


 


Section 512.  Control by Holders.


 


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


 


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


 


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


 


Section 513.  Waiver of Past Defaults.


 


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


 


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


 


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


 


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


 


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Section 514.  Undertaking for Costs.


 


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


 


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


 


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


 


ARTICLE SIX


 


THE TRUSTEE


 


Section 601.  Certain Duties and Responsibilities.


 


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


 


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


 


(ii)           in the absence of
bad faith on its part, the Trustee may conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed therein, upon 


 


53

















 


certificates
or opinions furnished to the Trustee and conforming to the requirements of this
Indenture; but in the case of any such certificates or opinions which by any
provision hereof are specifically required to be furnished to the Trustee, the
Trustee shall be under a duty to examine the same to determine whether or not
they conform to the requirements of this Indenture (but need not confirm or
investigate the accuracy of mathematical calculations or other facts stated
therein).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 602.  Certain Rights of Trustee.


 


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


 


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


 


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


 


(c)           whenever in the administration of
this Indenture the Trustee shall deem it desirable that a matter be proved or
established prior to taking, suffering or omitting any action hereunder, the
Trustee (unless other evidence be herein specifically prescribed) may, in the
absence of bad faith on its part, rely upon an Officers’ Certificate;


 


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


 


(e)           the Trustee shall be under no
obligation to exercise any of the rights or powers vested in it by this
Indenture at the request or direction of any of the Holders pursuant to this
Indenture, unless such Holders shall have offered to the Trustee security or
indemnity reasonably satisfactory to it against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction;


 


(f)            the Trustee shall not be bound to
make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Trustee, in its discretion,
may make such further inquiry or investigation into such facts or matters as it
may see fit, and, if the Trustee shall determine to make such further inquiry
or investigation, it shall be entitled to examine the books, records and
premises of the Company, personally or by agent or attorney at the expense of
the Company and shall incur no liability or additional liability of any kind by
reason of such inquiry or investigation;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 604.  May Hold Securities.


 


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


 


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Section 605.  Money Held in Trust.


 


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


 


Section 606.  Compensation and Reimbursement.


 


The Company agrees:


 


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


 


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


 


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


 


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


 


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


 


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


 


57

















 


Section 607.  Conflicting Interests.


 


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


 


Section 608.  Corporate Trustee Required; Eligibility.


 


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


 


Section 609.  Resignation and Removal; Appointment of
Successor.


 


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


 


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


 


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


 


(d)           If at any time:


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 610.  Acceptance of Appointment by Successor.


 


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


 


59

















 


money held by such retiring
Trustee hereunder.  Upon request of any
such successor Trustee, the Company shall execute any and all instruments for
more fully and certainly vesting in and confirming to such successor Trustee
all such rights, powers and trusts.


 


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


 


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


 


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


 


Section 612.  Preferential Collection of Claims Against
Company.


 


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


 


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


 


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


 


Section 614.  Notice of Defaults.


 


Within 90 days after the occurrence of any Default,
the Trustee shall transmit by mail to all Holders, as their names and addresses
appear in the Security Register, notice of such Default hereunder actually
known to a Responsible Officer of the Trustee, unless such default shall have
been cured or waived; provided, however, that, except in the case
of a default in the payment 


 


60

















 


of the principal of or
interest on any Security, the Trustee shall be protected in withholding such
notice if and so long as a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determines that the withholding of such
notice is in the interest of the Holders; and provided  further
that, in the case of any default or breach of the character specified in Section 501(d),
no such notice to Holders shall be given until at least 30 days after the
occurrence thereof.


 


ARTICLE
SEVEN


 


HOLDERS’
LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


Section 701.  Disclosure of Names and Addresses of Holders.


 


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


 


Section 702.  Reports by Trustee.


 


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


 


Section 703.  Reports by Company.


 


The Company shall:


 


(a)           file with the Trustee, within 30 days
after the Company is required to file the same with the Commission, copies of
the annual reports and of the information, documents and other reports (or
copies of such portions of any of the foregoing as the Commission may from time
to time by rules and regulations prescribe) which the Company may be
required to file with the Commission pursuant to Section 13 or Section 15(d) of
the Exchange Act; or, if the Company is not required to file information,
documents or reports pursuant to either of such Sections, then it shall file
with the Trustee and the Commission, in accordance with rules and regulations
prescribed from time to time by the Commission, such of the supplementary and
periodic information, documents and reports which may be required pursuant to Section 13
of the Exchange Act in respect of a security listed and registered on a
national securities exchange as may be prescribed from 


 


61

















 


time to time in such rules and
regulations; delivery of such reports, information and documents to the Trustee
is for informational purposes only and the Trustee’s receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company’s
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers’ Certificates);


 


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


 


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


 


ARTICLE
EIGHT


 


CONSOLIDATION,
MERGER, CONVEYANCE, TRANSFER OR LEASE


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 802.  Successor Substituted.


 


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


 


ARTICLE NINE


 


SUPPLEMENTAL INDENTURES


 


Section 901.  Supplemental Indentures Without Consent of
Holders.


 


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


 


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


 


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


 


63

















 


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


 


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


 


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


 


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


 


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


 


Section 902.  Supplemental Indentures with Consent of
Holders.


 


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


 


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


 


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


 


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


 


64

















 


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


 


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


 


Section 903.  Execution of Supplemental Indentures.


 


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


 


Section 904.  Effect of Supplemental Indentures.


 


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


 


Section 905.  Conformity with Trust Indenture Act.


 


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


 


Section 906.  Reference in Securities to Supplemental
Indentures.


 


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


 


65

















 


ARTICLE
TEN


 


COVENANTS


 


Section 1001.  Payment of Principal and Interest.


 


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


 


Section 1002.  Maintenance of Office or Agency.


 


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


 


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


 


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


 


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


 


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


 


66

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 1004.  Corporate Existence.


 


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


 


67

















 


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


 


Section 1005.  Payment of Taxes and Other Claims.


 


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


 


Section 1006.  Maintenance of Properties.


 


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


 


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


 


Section 1007.  Limitation on Indebtedness.


 


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


 


68

















 


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


 


Section 1008.  Limitation on Liens.


 


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


 


Section 1009.  Limitation on Restricted Payments.


 


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


 


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


 


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


 


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


 


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


 


69

















 


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


 


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


 


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


 


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


 


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


 


Section 1011.  Transactions with Affiliates.


 


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


 


70

















 


Section 1012.  Provision of Financial Statements.


 


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


 


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


 


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


 


Section 1013.  Statement as to Compliance.


 


The Company shall deliver to the Trustee, within
120 days after the end of each fiscal year ending after June 4, 2008,
a brief certificate of its principal executive officer, principal financial
officer or principal accounting officer stating whether, to such officer’s
knowledge, the Company is in compliance with all covenants and conditions under
this Indenture.  For purposes of this Section 1013,
such compliance shall be determined without regard to any period of grace or
requirement of notice under this Indenture.


 


Section 1014.  Waiver of Certain Covenants.


 


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


 


71

















 


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


 


Section 1015.  Statement by Officers as to Default.


 


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


 


ARTICLE ELEVEN


 


REDEMPTION OF SECURITIES


 


Section 1101.  Notices to Trustee.


 


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


 


Section 1102.  Selection of Securities to Be Redeemed.


 


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


 


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


 


72
















 


Section 1103.  Notice of
Redemption.


 


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


 


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


 


(i)            the Redemption
Date;


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 1104.  Effect of Notice of Redemption.


 


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


 


73

















 


Section 1105.  Deposit of Redemption Price.


 


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


 


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


 


Section 1106.  Securities Redeemed in Part.


 


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


 


Section 1107.  Optional Redemption.


 


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


 


On or after June 15, 2012,
the Company may redeem all or part of the Securities, upon not less than 30 nor
more than 60 days’ notice, at the redemption prices (expressed as percentages
of principal amount) set forth below, plus accrued and unpaid interest thereon,
to the applicable Redemption Date, if redeemed during the twelve-month period
beginning on June 15 of the years indicated below:


 


74

















 




	
  Year

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2012

  	
   

  	
  104.250

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  2013

  	
   

  	
  102.125

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  2014 and thereafter

  	
   

  	
  100.000

  	
  %

  






 


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


 


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


 


ARTICLE
TWELVE


 


DEFEASANCE
AND COVENANT DEFEASANCE


 


Section 1201.  Option to Effect Defeasance or Covenant
Defeasance.


 


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


 


Section 1202.  Defeasance and Discharge.


 


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


 


75

















 


Article Twelve,
the Company may exercise its option under this Section 1202
notwithstanding the prior exercise of its option under Section 1203 with
respect to the Securities.


 


Section 1203.  Covenant Defeasance.


 


Upon the Company’s exercise under Section 1201
of the option applicable to this Section 1203, the Company shall be
released from its obligations under any covenant contained in Article Eight
and in Sections 1004 through 1012 with respect to the Outstanding Securities on
and after the date the conditions set forth below are satisfied (hereinafter, “covenant
defeasance”), and the Securities shall thereafter be deemed to be not “Outstanding”
for the purposes of any direction, waiver, consent or declaration or Act of Holders
(and the consequences of any thereof) in connection with such covenants, but
shall continue to be deemed “Outstanding” for all other purposes hereunder (it
being understood that such Securities shall not be deemed Outstanding for
financial accounting purposes).  For this
purpose, such covenant defeasance means that, with respect to the Outstanding
Securities, the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such
covenant or by reason of any reference in any such covenant to any other
provision herein or in any other document and such omission to comply shall not
constitute a default or an Event of Default under Section 501(c),
but, except as specified above, the remainder of this Indenture and such
Securities shall be unaffected thereby. 
In addition, upon the Company’s exercise under Section 1201 of
the option applicable to Section 1203, Sections 501(c) through 501(e) shall
not constitute Events of Default.


 


Section 1204.  Conditions to Defeasance or Covenant
Defeasance.


 


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


 


(1)           The Company shall irrevocably have
deposited or caused to be deposited with the Trustee (or another trustee
satisfying the requirements of Section 608 who shall agree to comply with
the provisions of this Article Twelve applicable to it) as trust funds in
trust for the purpose of making the following payments, specifically pledged as
security for, and dedicated solely to, the benefit of the Holders of such
Securities, (A) cash in U.S. Dollars in an amount, or (B) U.S.
Government Obligations (as defined below) which through the scheduled payment
of principal and interest in respect thereof in accordance with their terms
shall provide, not later than one day before the due date of any payment, cash
in U.S. Dollars in an amount, or (C) a combination thereof, sufficient, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay
and discharge and which shall be applied by the Trustee (or other qualifying
trustee) to pay and discharge, (i) the principal of and interest on the
Outstanding Securities due on the Stated Maturity of such principal or
installment of principal or interest and (ii) any mandatory sinking fund
payments or 


 


76

















 


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


 


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


 


(3)           Such defeasance or covenant
defeasance shall not result in a breach or violation of, or constitute
a default under, this Indenture or any other material agreement or
instrument to which the Company is a party or by which it is bound;


 


(4)           In the case of an election under Section 1202,
the Company shall have delivered to the Trustee an Opinion of Counsel in the
United States stating that (x) the Company has received from, or there has
been published by, the Internal Revenue Service a ruling or (y) since June 4,
2008, there has been a change in the applicable federal income tax law, in
either case, to the effect that, and based thereon such opinion shall confirm
that, the Holders of the Outstanding Securities will not recognize income, gain
or loss for federal income tax purposes as a result of such defeasance and will
be subject to federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such defeasance had not occurred;


 


(5)           In the case of an election under Section 1203,
the Company shall have delivered to the Trustee an Opinion of Counsel in the
United States to the effect that the Holders of the Outstanding Securities will
not recognize income, gain or loss for federal 


 


77

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


78

















 


Section 1206.  Reinstatement.


 


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


 


* * * * *


 


79

















 


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


 


80

















 


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


 


	
   

  	
  CSC HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
  Name:

  	
  Kevin Watson

  
	
   

  	
  Title:

  	
  Senior Vice President, Treasurer

  
	
   

  	
   

  
	
   

  	
   

  



Attest:


 


 


	
   

  	
   

  
	
  Name:

  	
  Wm.
  Keith Harper

  
	
  Title:

  	
  Senior
  Vice President, Controller

  
	
   

  	
  and
  Principal Accounting Officer

  
			



 

















 


	
   

  	
  U.S. BANK NATIONAL ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   By: 

  	
   

  
	
   

  	
   

  	
      Name:

  
	
   

  	
   

  	
      Title:

  



 

















 


EXHIBIT A


 


RESTRICTED SUBSIDIARIES


(* - material subsidiary)


 


1047 E 46TH STREET CORPORATION


151
S. FULTON STREET CORPORATION


2234 FULTON STREET
CORPORATION


A-R
CABLE SERVICES - NY, INC.


CABLEVISION AREA 9
CORPORATION


CABLEVISION
DIGITAL DEVELOPMENT, LLC


CABLEVISION
FAIRFIELD CORPORATION


CABLEVISION
LIGHTPATH - CT, INC.


CABLEVISION
LIGHTPATH - NJ, INC.


CABLEVISION
LIGHTPATH, INC.


CABLEVISION
OF BROOKHAVEN, INC.


CABLEVISION OF HUDSON COUNTY, INC.


CABLEVISION
OF LITCHFIELD, INC.


CABLEVISION OF MONMOUTH, INC.


CABLEVISION OF NEW JERSEY, INC.


CABLEVISION OF OAKLAND, LLC


CABLEVISION OF PATERSON, LLC


CABLEVISION OF ROCKLAND/RAMAPO, LLC


CABLEVISION OF WARWICK, LLC


CABLEVISION
OF SOUTHERN WESTCHESTER, INC.


CABLEVISION
OF WAPPINGERS FALLS, INC.


CABLEVISION
VOIP, LLC


CABLEVISION
SYSTEMS BROOKLINE CORPORATION


CABLEVISION
SYSTEMS DUTCHESS CORPORATION


CABLEVISION
SYSTEMS EAST HAMPTON CORPORATION


CABLEVISION
SYSTEMS GREAT NECK CORPORATION


CABLEVISION
SYSTEMS HUNTINGTON CORPORATION


CABLEVISION
SYSTEMS ISLIP CORPORATION


CABLEVISION
SYSTEMS LONG ISLAND CORPORATION


CABLEVISION
SYSTEMS NEW YORK CITY CORPORATION


CABLEVISION
SYSTEMS SUFFOLK CORPORATION


CABLEVISION
SYSTEMS WESTCHESTER CORPORATION


COMMUNICATIONS
DEVELOPMENT CORPORATION


CSC
ACQUISITION - MA, INC.


CSC
ACQUISITION - NY, INC.


CSC
ACQUISITION CORPORATION


CSC GATEWAY CORPORATION


 

















 


*CSC
OPTIMUM HOLDINGS, LLC (1)


*CSC TKR, INC. (1)


LIGHTPATH
VOIP, LLC


PETRA
CABLEVISION CORP.


SAMSON
CABLEVISION CORP.


SUFFOLK
CABLE CORPORATION


SUFFOLK
CABLE OF SHELTER ISLAND, INC.


SUFFOLK
CABLE OF SMITHTOWN, INC.


TELERAMA,
INC.


 


PARTNERSHIPS:


 


CABLEVISION OF OSSINING LIMITED PARTNERSHIP


CABLEVISION
SYSTEMS OF SOUTHERN CONNECTICUT LIMITED PARTNERSHIP


CABLEVISION OF CONNECTICUT, LIMITED PARTNERSHIP


CABLEVISION OF NEWARK


 






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