Exhibit
4.3


 


EXECUTION COPY


 


 




 





 


CSC HOLDINGS,
INC.,


 


Issuer,


 


to


 


THE BANK OF NEW
YORK,


 


Trustee


 


 


Indenture


 


Dated as of
April 6, 2004


 


 


$500,000,000


 


63⁄4% Senior Notes
due 2012


 


63⁄4% Series B
Senior Notes due 2012


 




 





 

















 


TABLE OF CONTENTS


 


	
  RECITALS

  	
   

  
	
  RECITALS
  OF THE COMPANY

  	
   

  
	
  ARTICLE ONE DEFINITIONS AND OTHER
  PROVISIONS OF GENERAL APPLICATION

  	
   

  
	
   

  	
  Section 101. Definitions

  	
   

  
	
   

  	
   

  	
  “Acquired
  Indebtedness”

  	
   

  
	
   

  	
   

  	
  “Additional
  Securities”

  	
   

  
	
   

  	
   

  	
  “Adjusted
  Treasury Rate”

  	
   

  
	
   

  	
   

  	
  “Affiliate”

  	
   

  
	
   

  	
   

  	
  “Agent Members”

  	
   

  
	
   

  	
   

  	
  “Annualized Operating Cash
  Flow”

  	
   

  
	
   

  	
   

  	
  “Average Life”

  	
   

  
	
   

  	
   

  	
  “Bank
  Credit Agreement”

  	
   

  
	
   

  	
   

  	
  “Banks”

  	
   

  
	
   

  	
   

  	
  “Board
  of Directors”

  	
   

  
	
   

  	
   

  	
  “Board
  Resolution”

  	
   

  
	
   

  	
   

  	
  “Book-Entry
  Security”

  	
   

  
	
   

  	
   

  	
  “Business Day”

  	
   

  
	
   

  	
   

  	
  “Capital Stock”

  	
   

  
	
   

  	
   

  	
  “Capitalized Lease
  Obligation”

  	
   

  
	
   

  	
   

  	
  “Cash Flow
  Ratio”

  	
   

  
	
   

  	
   

  	
  “Commission”

  	
   

  
	
   

  	
   

  	
  “Common Stock”

  	
   

  
	
   

  	
   

  	
  “Company”

  	
   

  
	
   

  	
   

  	
  “Company Request” or
  “Company Order”

  	
   

  
	
   

  	
   

  	
  “Comparable Treasury Issue”

  	
   

  
	
   

  	
   

  	
  “Comparable Treasury Price”

  	
   

  
	
   

  	
   

  	
  “Consolidated Net
  Tangible Assets”

  	
   

  
	
   

  	
   

  	
  “Corporate
  Trust Office”

  	
   

  
	
   

  	
   

  	
  “corporation”

  	
   

  
	
   

  	
   

  	
  “Cumulative Cash Flow
  Credit”

  	
   

  
	
   

  	
   

  	
  “Cumulative Interest
  Expense”

  	
   

  
	
   

  	
   

  	
  “Debt”

  	
   

  
	
   

  	
   

  	
  “Default”

  	
   

  
	
   

  	
   

  	
  “Depository”

  	
   

  
	
   

  	
   

  	
  “Disqualified
  Stock”

  	
   

  
	
   

  	
   

  	
  “Event of
  Default”

  	
   

  
	
   

  	
   

  	
  “Exchange Act”

  	
   

  
	
   

  	
   

  	
  “Exchange
  Offer”

  	
   

  
	
   

  	
   

  	
  “Exchange Offer
  Registration Statement”

  	
   

  



 

















 


	
   

  	
   

  	
  “Exchange
  Securities”

  	
   

  
	
   

  	
   

  	
  “generally
  accepted accounting principles”

  	
   

  
	
   

  	
   

  	
  “Global
  Security”

  	
   

  
	
   

  	
   

  	
  “guarantee”

  	
   

  
	
   

  	
   

  	
  “Holder”

  	
   

  
	
   

  	
   

  	
  “Indebtedness”

  	
   

  
	
   

  	
   

  	
  “Indenture”

  	
   

  
	
   

  	
   

  	
  “Initial Interest Payment
  Date”

  	
   

  
	
   

  	
   

  	
  “Initial
  Purchasers”

  	
   

  
	
   

  	
   

  	
  “Initial
  Securities”

  	
   

  
	
   

  	
   

  	
  “Interest
  Payment Date”

  	
   

  
	
   

  	
   

  	
  “Interest Swap Obligations”

  	
   

  
	
   

  	
   

  	
  “Investment”

  	
   

  
	
   

  	
   

  	
  “Lease”

  	
   

  
	
   

  	
   

  	
  “Lien”

  	
   

  
	
   

  	
   

  	
  “Liquidated
  Damages”

  	
   

  
	
   

  	
   

  	
  “Mandatorily
  Redeemable Preferred Stock”

  	
   

  
	
   

  	
   

  	
  “Maturity”

  	
   

  
	
   

  	
   

  	
  “Officers’
  Certificate”

  	
   

  
	
   

  	
   

  	
  “Operating
  Cash Flow”

  	
   

  
	
   

  	
   

  	
  “Opinion
  of Counsel”

  	
   

  
	
   

  	
   

  	
  “Outstanding”

  	
   

  
	
   

  	
   

  	
  “Paying Agent”

  	
   

  
	
   

  	
   

  	
  “Permitted
  Liens”

  	
   

  
	
   

  	
   

  	
  “Person”

  	
   

  
	
   

  	
   

  	
  “Physical
  Security”

  	
   

  
	
   

  	
   

  	
  “Predecessor
  Security”

  	
   

  
	
   

  	
   

  	
  “Preferred
  Stock”

  	
   

  
	
   

  	
   

  	
  “Qualified
  Institutional Buyer” or “QIB”

  	
   

  
	
   

  	
   

  	
  “Quotation
  Agent”

  	
   

  
	
   

  	
   

  	
  “Receivables and Related
  Assets”

  	
   

  
	
   

  	
   

  	
  “Redemption
  Date”

  	
   

  
	
   

  	
   

  	
  “Redemption
  Price”

  	
   

  
	
   

  	
   

  	
  “Reference Treasury Dealer”

  	
   

  
	
   

  	
   

  	
  “Reference
  Treasury Dealer Quotations”

  	
   

  
	
   

  	
   

  	
  “Refinancing Indebtedness”

  	
   

  
	
   

  	
   

  	
  “Registered
  Securities”

  	
   

  
	
   

  	
   

  	
  “Registration Rights
  Agreement”

  	
   

  
	
   

  	
   

  	
  “Regular
  Record Date”

  	
   

  
	
   

  	
   

  	
  “Regulation S Global
  Security”

  	
   

  
	
   

  	
   

  	
  “Responsible
  Officer”

  	
   

  
	
   

  	
   

  	
  “Restricted
  Payment”

  	
   

  



 

















 


	
   

  	
   

  	
  “Restricted
  Security”

  	
   

  
	
   

  	
   

  	
  “Restricted
  Subsidiary”

  	
   

  
	
   

  	
   

  	
  “Rule 144A Global Security”

  	
   

  
	
   

  	
   

  	
  “Securities
  Act”

  	
   

  
	
   

  	
   

  	
  “Securities
  Issue Date”

  	
   

  
	
   

  	
   

  	
  “Securitization Subsidiary”

  	
   

  
	
   

  	
   

  	
  “Security”
  and “Securities”

  	
   

  
	
   

  	
   

  	
  “Security
  Register” and “Security Registrar”

  	
   

  
	
   

  	
   

  	
  “Senior
  Indebtedness”

  	
   

  
	
   

  	
   

  	
  “Shelf Registration
  Statement”

  	
   

  
	
   

  	
   

  	
  “Special
  Record Date”

  	
   

  
	
   

  	
   

  	
  “Stated
  Maturity”

  	
   

  
	
   

  	
   

  	
  “Stock Payment”

  	
   

  
	
   

  	
   

  	
  “subsidiary”

  	
   

  
	
   

  	
   

  	
  “Subsidiary”

  	
   

  
	
   

  	
   

  	
  “Trust
  Indenture Act”

  	
   

  
	
   

  	
   

  	
  “Trustee”

  	
   

  
	
   

  	
   

  	
  “Unrestricted Subsidiary”

  	
   

  
	
   

  	
   

  	
  “Voting Stock”

  	
   

  
	
   

  	
  Section 102.
  Other Definitions

  	
   

  
	
   

  	
  Section 103.
  Compliance Certificates and Opinions

  	
   

  
	
   

  	
  Section 104.
  Form of Documents Delivered to Trustee

  	
   

  
	
   

  	
  Section 105. Acts
  of Holders

  	
   

  
	
   

  	
  Section 106.
  Notices, Etc. to Trustee and Company

  	
   

  
	
   

  	
  Section 107.
  Notice to Holders; Waiver

  	
   

  
	
   

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

  	
   

  
	
   

  	
  Section 109.
  Effect of Headings and Table of Contents

  	
   

  
	
   

  	
  Section 110.
  Successors and Assigns

  	
   

  
	
   

  	
  Section 111.
  Separability Clause

  	
   

  
	
   

  	
  Section 112.
  Benefits of Indenture

  	
   

  
	
   

  	
  Section 113.
  Governing Law

  	
   

  
	
   

  	
  Section 114. Legal
  Holidays

  	
   

  
	
   

  	
  Section 115.
  No Recourse Against Others

  	
   

  
	
  ARTICLE TWO SECURITY FORMS

  	
   

  
	
   

  	
  Section 201.
  Forms Generally; Incorporation of Form in Indenture

  	
   

  
	
   

  	
  Section 202.
  Form of Face of Security

  	
   

  
	
   

  	
  Section 203.
  Form of Reverse of Security

  	
   

  
	
   

  	
  Section 204.
  Form of Trustee’s Certificate of Authentication

  	
   

  
	
   

  	
  Section 205.
  Form of Legend on Restricted Securities

  	
   

  
	
   

  	
  Section 206.
  Form of Legend for Book-Entry Securities

  	
   

  
	
  ARTICLE THREE THE SECURITIES

  	
   

  
	
   

  	
  Section 301. Title
  and Terms

  	
   

  



 

















 


	
   

  	
  Section 302.
  Denominations

  	
   

  
	
   

  	
  Section 303.
  Execution, Authentication, Delivery and Dating

  	
   

  
	
   

  	
  Section 304.
  Temporary Securities

  	
   

  
	
   

  	
  Section 305.
  Registration, Registration of Transfer and Exchange

  	
   

  
	
   

  	
  Section 306.
  Mutilated, Destroyed, Lost and Stolen Securities

  	
   

  
	
   

  	
  Section 307. Payment of Interest;
  Interest Rights Preserved

  	
   

  
	
   

  	
  Section 308. Persons Deemed Owners

  	
   

  
	
   

  	
  Section 309. Cancellation

  	
   

  
	
   

  	
  Section 310.
  Computation of Interest

  	
   

  
	
   

  	
  Section 311.
  Registration Rights of Holders of Initial Securities

  	
   

  
	
   

  	
  Section 312. CUSIP
  Numbers

  	
   

  
	
   

  	
  Section 313.
  Book-Entry Provisions for Global Securities

  	
   

  
	
   

  	
  Section 314.
  Special Transfer Provisions

  	
   

  
	
  ARTICLE FOUR SATISFACTION AND
  DISCHARGE

  	
   

  
	
   

  	
  Section 401.
  Satisfaction and Discharge of Indenture

  	
   

  
	
   

  	
  Section 402.
  Application of Trust Money

  	
   

  
	
  ARTICLE FIVE REMEDIES

  	
   

  
	
   

  	
  Section 501.
  Events of Default

  	
   

  
	
   

  	
  Section 502.
  Acceleration of Maturity; Rescission

  	
   

  
	
   

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

  	
   

  
	
   

  	
  Section 504.
  Trustee May File Proofs of Claim

  	
   

  
	
   

  	
  Section 505.
  Trustee May Enforce Claims Without Possession of Securities

  	
   

  
	
   

  	
  Section 506.
  Application of Money Collected

  	
   

  
	
   

  	
  Section 507.
  Limitation on Suits

  	
   

  
	
   

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

  	
   

  
	
   

  	
  Section 509.
  Restoration of Rights and Remedies

  	
   

  
	
   

  	
  Section 510.
  Rights and Remedies Cumulative

  	
   

  
	
   

  	
  Section 511.
  Delay or Omission Not Waiver

  	
   

  
	
   

  	
  Section 512.
  Control by Holders

  	
   

  
	
   

  	
  Section 513.
  Waiver of Past Defaults

  	
   

  
	
   

  	
  Section 514.
  Undertaking for Costs

  	
   

  
	
   

  	
  Section 515.
  Waiver of Stay, Extension or Usury Laws

  	
   

  
	
  ARTICLE SIX THE TRUSTEE

  	
   

  
	
   

  	
  Section 601.
  Certain Duties and Responsibilities.

  	
   

  
	
   

  	
  Section 602.
  Certain Rights of Trustee

  	
   

  
	
   

  	
  Section 603.
  Not Responsible for Recitals or Issuance of Securities

  	
   

  
	
   

  	
  Section 604.
  May Hold Securities

  	
   

  
	
   

  	
  Section 605.
  Money Held in Trust

  	
   

  
	
   

  	
  Section 606.
  Compensation and Reimbursement

  	
   

  
	
   

  	
  Section 607.
  Conflicting Interests

  	
   

  
	
   

  	
  Section 608.
  Corporate Trustee Required; Eligibility

  	
   

  
	
   

  	
  Section 609.
  Resignation and Removal; Appointment of Successor

  	
   

  



 

















 


	
   

  	
  Section 610.
  Acceptance of Appointment by Successor

  	
   

  
	
   

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

  	
   

  
	
   

  	
  Section 612.
  Preferential Collection of Claims Against Company

  	
   

  
	
   

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

  	
   

  
	
   

  	
  Section 614.
  Notice of Defaults

  	
   

  
	
  ARTICLE SEVEN HOLDERS’ LISTS AND
  REPORTS BY TRUSTEE AND COMPANY

  	
   

  
	
   

  	
  Section 701.
  Disclosure of Names and Addresses of Holders

  	
   

  
	
   

  	
  Section 702.
  Reports by Trustee

  	
   

  
	
   

  	
  Section 703.
  Reports by Company

  	
   

  
	
  ARTICLE EIGHT CONSOLIDATION, MERGER,
  CONVEYANCE, TRANSFER OR LEASE

  	
   

  
	
   

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

  	
   

  
	
   

  	
  Section 802.
  Successor Substituted

  	
   

  
	
  ARTICLE NINE SUPPLEMENTAL INDENTURES

  	
   

  
	
   

  	
  Section 901.
  Supplemental Indentures Without Consent of Holders

  	
   

  
	
   

  	
  Section 902.
  Supplemental Indentures with Consent of Holders

  	
   

  
	
   

  	
  Section 903.
  Execution of Supplemental Indentures

  	
   

  
	
   

  	
  Section 904.
  Effect of Supplemental Indentures

  	
   

  
	
   

  	
  Section 905.
  Conformity with Trust Indenture Act

  	
   

  
	
   

  	
  Section 906.
  Reference in Securities to Supplemental Indentures

  	
   

  
	
  ARTICLE TEN COVENANTS

  	
   

  
	
   

  	
  Section 1001.
  Payment of Principal and Interest

  	
   

  
	
   

  	
  Section 1002.
  Maintenance of Office or Agency

  	
   

  
	
   

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

  	
   

  
	
   

  	
  Section 1004.
  Corporate Existence

  	
   

  
	
   

  	
  Section 1005.
  Payment of Taxes and Other Claims

  	
   

  
	
   

  	
  Section 1006.
  Maintenance of Properties

  	
   

  
	
   

  	
  Section 1007.
  Limitation on Indebtedness

  	
   

  
	
   

  	
  Section 1008.
  Limitation on Liens

  	
   

  
	
   

  	
  Section 1009.
  Limitation on Restricted Payments

  	
   

  
	
   

  	
  Section 1010.
  Limitation on Investments in Unrestricted Subsidiaries and Affiliates

  	
   

  
	
   

  	
  Section 1011.
  Transactions with Affiliates

  	
   

  
	
   

  	
  Section 1012.
  Provision of Financial Statements

  	
   

  
	
   

  	
  Section 1013.
  Statement as to Compliance

  	
   

  
	
   

  	
  Section 1014.
  Waiver of Certain Covenants

  	
   

  
	
   

  	
  Section 1015.
  Statement by Officers as to Default

  	
   

  
	
  ARTICLE ELEVEN REDEMPTION OF
  SECURITIES

  	
   

  
	
   

  	
  Section 1101.
  Notices to Trustee

  	
   

  
	
   

  	
  Section 1102.
  Selection of Securities to Be Redeemed

  	
   

  
	
   

  	
  Section 1103.
  Notice of Redemption

  	
   

  
	
   

  	
  Section 1104.
  Effect of Notice of Redemption

  	
   

  
	
   

  	
  Section 1105.
  Deposit of Redemption Price

  	
   

  



 

















 


	
   

  	
  Section 1106.
  Securities Redeemed in Part

  	
   

  
	
   

  	
  Section 1107.
  Optional Redemption

  	
   

  
	
  ARTICLE TWELVE DEFEASANCE AND
  COVENANT DEFEASANCE

  	
   

  
	
   

  	
  Section 1201.
  Option to Effect Defeasance or Covenant Defeasance

  	
   

  
	
   

  	
  Section 1202.
  Defeasance and Discharge

  	
   

  
	
   

  	
  Section 1203.
  Covenant Defeasance

  	
   

  
	
   

  	
  Section 1204.
  Conditions to Defeasance or Covenant Defeasance

  	
   

  
	
   

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

  	
   

  
	
   

  	
  Section 1206.
  Reinstatement

  	
   

  
	
   

  	
   

  	
   

  
	
  TESTIMONIUM

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNATURES AND SEALS

  	
   

  
	
   

  	
   

  
	
  ACKNOWLEDGMENTS

  	
   

  
	
   

  	
   

  
	
  EXHIBIT A

  	
  List of Restricted Subsidiaries

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT B

  	
  Form of Registration Rights Agreement

  	
   

  
				



 

















 


INDENTURE dated as of
April 6, 2004 between CSC Holdings, Inc., a Delaware corporation
(hereinafter called the “Company”), and The Bank of New York, a New York
banking corporation, trustee (hereinafter called the “Trustee”).


 


RECITALS OF THE
COMPANY


 


The Company has duly
authorized the creation of an issue of its 63⁄4% Senior Notes due 2012
(hereinafter called the “Initial Securities”) and its 63⁄4% Series B Senior Notes
due 2012 (the “Exchange Securities,” and together with the Initial Securities
and any Additional Securities, the “Securities”), of substantially the tenor
and amount hereinafter set forth, and to provide therefor the Company has duly
authorized the execution and delivery of this Indenture;


 


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


 


NOW, THEREFORE, THIS
INDENTURE WITNESSETH:


 


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


 


ARTICLE ONE


 


DEFINITIONS AND OTHER PROVISIONS OF
GENERAL APPLICATION


 


Section 101.  Definitions.


 


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


 


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


 


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


 

















 


(c)  all accounting terms not otherwise defined
herein have the meanings assigned to them in accordance with generally accepted
accounting principles and, except as otherwise herein expressly provided, the
term “generally accepted accounting principles” with respect to any computation
required or permitted hereunder shall mean such accounting principles as were
generally accepted in the United States as of August 15, 1997; and


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


2

















 


“Bank Credit Agreement” means the
Seventh Amended and Restated Credit Agreement, dated as of June 26, 2001,
among the Company; the Restricted Subsidiaries party thereto; the banks party
thereto; Toronto Dominion (Texas), Inc., as Administrative Agent; TD Securities
(USA) Inc. and Banc of America Securities LLC, as Co-Lead Arrangers and Co-Book
Managers; Bank of America, N.A. as Syndication Agent; The Bank of New York and
The Bank of Nova Scotia, as Co-Documentation Agents and Arrangers; The Chase
Manhattan Bank, as Co-Documentation Agent; Fleet National Bank, J.P. Morgan
Securities Inc., Mizuho Financial Group and Salomon Smith Barney Inc., as
Arrangers; Bank of Montreal, Barclays Bank plc, BNP Paribas, Credit Lyonnais
New York Branch, Dresdner Bank AG, New York and Grand Cayman branches, First
Union National Bank, and Royal Bank of Canada as Managing Agents; and Societe
Generale and Suntrust Bank, as Co-Agents, as amended by Amendment No. 1
thereto, dated July 20, 2001, Amendment No. 2 thereto, dated
November 19, 2001, and Amendment No. 3 and Waiver, dated August 14,
2002, as in effect on the date hereof and as such agreement may be amended or
replaced from time to time.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


3

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


4

















 


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 101 Barclay Street, 8th Floor West, New York, New York 10286.


 


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


 


“Cumulative Cash Flow Credit” means
the sum of:


 


(a)  cumulative Operating Cash Flow during the
period commencing on July 1, 1988 and ending on the last day of the most
recent month preceding the date of the proposed Restricted Payment for which
financial information is available or, if cumulative Operating Cash Flow for
such period is negative, minus the amount by which cumulative Operating Cash
Flow is less than zero, plus


 


(b)  the aggregate net proceeds received by the
Company from the issuance or sale (other than to a Restricted Subsidiary) of
its Capital Stock (other than Disqualified Stock) on or after January 1,
1992, plus


 


(c)  the aggregate net proceeds received by the
Company from the issuance or sale (other than to a Restricted Subsidiary) of
its Capital Stock (other than Disqualified Stock) on or after January 1,
1992, upon the conversion of, or exchange for, Indebtedness of the Company or
any Restricted Subsidiary or from the exercise of any options, warrants or
other rights to acquire Capital Stock of the Company.


 


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


 


“Cumulative Interest Expense” means,
for the period commencing on July 1, 1988 and ending on the last day of
the most recent month preceding the proposed Restricted Payment for which
financial information is available, the aggregate of the interest expense of


 


5

















 


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 (as defined in the Bank Credit Agreement)
entered into pursuant to the Bank Credit Agreement, (d) under any other
agreement related to the fixing of interest rates on any Indebtedness, such as
an interest swap, cap or collar agreement (if and to the extent any of the
foregoing liabilities would appear as a liability upon a balance sheet of such
Person prepared on a consolidated basis in accordance with generally accepted
accounting principles) or (e) guarantees of items of other Persons which would
be included within this definition for such other Persons, whether or not the
guarantee would appear on such balance sheet. 
“Debt” shall not include (a) Disqualified Stock, (b) any liability for
federal, state or other taxes owed or owing by such person or (c) any accounts
payable or other liability to trade creditors arising in the ordinary course of
business (including guarantees thereof or instruments evidencing such
liabilities).


 


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


 


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


 


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


 


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


 


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


 


“Exchange Offer” means the offer by
the Company to the Holders of the Initial Securities or any Additional
Securities to exchange all of the Initial Securities or such 


 


6

















 


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


 


“Global Security” means one or more
Securities evidencing all or a part of the Securities to be issued as
Book-Entry Securities, issued to the Depository in accordance with
Section 303 and bearing the legend prescribed in Section 206 and, in
the case of a Restricted Security, the legend prescribed in Section 205.


 


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


 


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


 


“Indebtedness” with respect to any Person means the
Debt of such Person; provided that, for purposes of the definition of
“Indebtedness” (including the term “Debt” to the extent incorporated in such
definition) and for purposes of the definition of Event of


 


7

















 


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


 


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


 


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


 


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


 


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


 


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


 


8

















 


“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.


 


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


 


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


 


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


 


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


 


9

















 


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 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.


 


10

















 


“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;


 


(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


 


11

















 


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;


 


(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


 


12

















 


(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.


 


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


 


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


 


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


 


“Reference Treasury Dealer” means
(1) Citigroup Global Markets Inc. and its successors; provided, however,
that if the foregoing shall cease to be a primary U.S.  Government securities dealer in New York
City (a “Primary Treasury Dealer”), the Company


 


13

















 


shall substitute therefor
another Primary Treasury Dealer; and (2) any other Primary Treasury Dealers
selected by the Trustee after consultation with the Company.


 


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


 


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


 


“Registered Securities” means
Securities issued or sold in a transaction pursuant to an effective registration
statement under the Securities Act of 1933, as amended, as contemplated in the
Registration Rights Agreement, and any Exchange Security subsequently issued in
exchange for or upon transfer of any such Security.


 


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


 


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


 


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


 


“Responsible Officer”, when used
with respect to the Trustee, means any vice president, any assistant secretary,
any assistant treasurer, any trust officer or assistant trust officer or any
other officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers or assigned by the Trustee to


 


14

















 


administer corporate
trust matters at its Corporate Trust Office and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is
referred because of his knowledge of and familiarity with the particular
subject.


 


“Restricted Payment” means:


 


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


 


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


 


(c)  any direct or indirect payment by the
Company or a Restricted Subsidiary to redeem, purchase, defease or otherwise
acquire or retire for value any Disqualified Stock at its mandatory redemption
date or other maturity date if and to the extent that Indebtedness is incurred
to finance such redemption, purchase, defeasance or other acquisition or
retirement; provided, however, that the redemption, purchase,
defeasance or other acquisition or retirement of Mandatorily Redeemable
Preferred Stock at its mandatory redemption or other maturity date shall not be
a Restricted Payment if and to the extent any Indebtedness incurred to finance
all or a portion of the purchase or redemption price does not have a final
scheduled maturity date, or permit redemption at the option of the holder
thereof, earlier than the final scheduled maturity of the Securities.


 


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


 


15

















 


“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
April 6, 2004 with respect to the Initial Securities, the date of original
issuance of the Exchange Securities with respect to the Exchange Securities,
and the date of original issuance of the Additional Securities with respect to
any Additional Securities.


 


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


 


“Security” and “Securities” have the
meaning specified in the second paragraph of this Indenture, such terms to
include the Initial Securities, the Exchange Securities and any


 


16

















 


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


 


17

















 


ordinarily to vote in the
election of the directors or other governing body (however designated) of such
entity is at the time beneficially owned or controlled directly or indirectly
by such parent corporation, by one or more such entities or by such parent
corporation and one or more such entities.


 


“Subsidiary” means any
subsidiary of the Company.


 


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


 


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


 


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


 


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


 


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

  



 


18

















 


	
  “successor”

  	
   

  	
  801

  
	
  “U.S. Government
  Obligations”

  	
   

  	
  1204

  



 


Section 103.  Compliance Certificates and Opinions.


 


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


 


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


 


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


 


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


 


(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.


 


19

















 


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


 


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


 


Section 105.  Acts of Holders.


 


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


 


20

















 


first solicitation of
Holders generally in connection therewith and no later than the date such
solicitation is completed.


 


If such a record date is
fixed, such request, demand, authorization, direction, notice, consent, waiver
or other Act may be given before or after such record date, but only the
Holders of record at the close of business on such record date shall be deemed
to be Holders for the purposes of determining whether Holders of the requisite
proportion of Securities then Outstanding have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent,
waiver or other Act, and for this purpose the Securities then Outstanding shall
be computed as of such record date; provided that no such request,
demand, authorization, direction, notice, consent, waiver or other Act by the
Holders on such record date shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than six months
after the record date.


 


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


 


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


 


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


 


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


 


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


 


Section 107.  Notice to Holders; Waiver.


 


Where this Indenture
provides for notice to Holders of any event, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at his
address as it


 


21

















 


appears in the Security
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice.  In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders.  Any notice when mailed
to a Holder in the aforesaid manner shall be conclusively deemed to have been
received by such Holder whether or not actually received by such Holder.


 


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


 


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


 


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


 


If and to the extent that
any provision of this Indenture limits, qualifies or conflicts with the duties
imposed by Trust Indenture Act Sections 310 to 318, inclusive, or 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.


 


22

















 


Section 111.  Separability Clause.


 


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


 


Section 112.  Benefits of Indenture.


 


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


 


Section 113.  Governing Law.


 


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


 


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


 


Section 114.  Legal Holidays.


 


In any case where any
Interest Payment Date, any date established for payment of Defaulted Interest
pursuant to Section 307, or any Maturity with respect to any Security
shall not be a Business Day, then (notwithstanding any other provision of this
Indenture or of the Securities) payment of interest or principal need not be
made on such date, but may be made on the next succeeding Business Day with the
same force and effect as if made on the Interest Payment Date, or date
established for payment of Defaulted Interest pursuant to Section 307, or
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.


 


23

















 


ARTICLE TWO


 


SECURITY FORMS


 


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


 


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


 


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


 


Section 202.  Form of Face of Security.


 


CSC HOLDINGS, INC.


 


63⁄4% [Series B]* Senior
Notes due 2012


 


	
  No.

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
  CUSIP 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 April 15, 2012, at the office or agency of the Company referred
to below, and to pay interest thereon on [  
]**, and semiannually thereafter, on April 15 and October 15
in each year from the Securities Issue Date or from the most recent Interest
Payment Date to which interest has been paid or duly provided for at the rate
of 63⁄4% per annum until the principal hereof is paid or duly provided for, and
(to the extent lawful) to pay on demand interest on any overdue interest at the
rate borne by the Securities from the date of


 












*                 Include only for
Exchange Securities.


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


 


24

















 


the Interest Payment Date
on which such overdue interest becomes payable to the date payment of such
interest has been made or duly provided for.


 


[The Holder of this
Security is entitled to the benefits of the Registration Rights Agreement,
dated April 6, 2004 (the “Registration Rights Agreement”), between the
Company and the Initial Purchasers named therein.  In the event that an exchange offer (the “Exchange Offer”) for
this Initial Security is not consummated or a registration statement under the
Securities Act with respect to resales of this Security (the “Shelf
Registration Statement”) is not declared effective by the Commission on or
prior to May 11, 2005, in either case, in accordance with the Registration
Rights Agreement, the aforesaid interest rate borne by this Security shall be
increased by one-quarter of one percent per annum for the first 90 days
following May 11, 2005. Such interest rate shall increase by an additional
one-quarter of one percent per annum thereafter, up to a maximum aggregate
increase of one half of one percent per annum. 
Upon the consummation of the Exchange Offer or the effectiveness of a
Shelf Registration Statement, as the case may be, the interest rate borne by
this Security shall be reduced to 63⁄4% per annum.]***


 


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


 












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


 


25

















 


interest may be made at
the option of the Company by check mailed to the address of the Person entitled
thereto as such address shall appear on the Security Register.


 


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


 


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


 


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


 


 


	
   

  	
  CSC HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
						



 


26

















 


Section 203.  Form of Reverse of Security.


 


This Security is one of a
duly authorized issue of securities of the Company designated as its 63⁄4%
[Series B]* Senior Notes due 2012 (herein called the “Securities”), which may
be issued under an indenture (herein called the “Indenture”) dated as of
April 6, 2004, between the Company and The Bank of New York, trustee
(herein called the “Trustee”, which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties, obligations and immunities thereunder of the Company, the
Trustee, the holders of the Senior Indebtedness and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered.  This
Security is one of the series designated on the face hereof, initially limited
in aggregate principal amount to $500,000,000; provided, however,
that the Company may from time to time, without notice to or the consent of the
Holders of Securities, create and issue further Securities of this series (the
“Additional Securities”) having the same terms and ranking equally and ratably
with the Securities of this series in all respects and with the same CUSIP
number as the Securities of this series, or in all respects except for payment
of interest accruing prior to the issue date of such Additional Securities or
except for the first payment of interest following the issue date of such
Additional Securities.  Any Additional
Securities shall be consolidated and form a single series with the Securities
and shall have the same terms as to status, redemption and otherwise as the
Securities.  Any Additional Securities
may be issued pursuant to authorization provided by a resolution of the Board
of Directors of the Company, a supplement to the Indenture, or under an
Officers’ Certificate pursuant to the Indenture.  No Additional Securities may be issued if an Event of Default has
occurred with respect to the Securities of this series.


 


[This Security is exchangeable
under certain circumstances as provided in the Indenture for the Company’s 63⁄4%
Series B Senior Notes due 2012 (herein called the “Exchange Securities”),
issued under the Indenture.  Unless the
context otherwise requires, the Securities and Exchange Securities shall
constitute one series for all purposes under the Indenture, including without
limitation amendments and waivers.]**


 


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


 












*                 Include only for
Exchange Securities.


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


 


27

















 


Any redemption of this
Security shall be made pursuant to the provisions of Sections 1101 through 1106
of the Indenture.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


28

















 


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.


 


 


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.


 


 












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


 


29

















 


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


 


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


 


or


 


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


 


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


 


	
  Dated:

  	
   

  
	
  Signature

  	
   

  	
   

  



 


 


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


 


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


 


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


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  To be signed by an
  executive officer

  



 


30

















 


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:


 


	
  Date of

  Exchange

  	
   

  	
  Amount of

  decrease in

  Principal

  Amount of

  this Security

  in global form

  	
   

  	
  Amount of

  increase in

  Principal

  Amount of

  this Security

  in global form

  	
   

  	
  Principal

  Amount of

  this Security

  in global form

  following such

  decrease (or

  increase)

  	
   

  	
  Signature
  of

  authorized

  signatory of

  Trustee or

  Securities

  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.


 


	
   

  	
  THE BANK OF NEW YORK,

  
	
   

  	
  as Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Authorized
  Signatory

  
	
   

  	
   

  
	
  Dated:

  	
   

  
				



 


Section 205.  Form of Legend on Restricted Securities.


 


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


 


31

















 


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


 


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


 


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


 


THIS SECURITY IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE
OR IN PART FOR A SECURITY


 


32

















 


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.


 


The Initial Securities
and the Additional Securities, if any, shall be known and designated as the
“63⁄4% Senior Notes due 2012” and the Exchange Securities shall be known and
designated as the “63⁄4% Series B Senior Notes due 2012” of the Company.  Their Stated Maturity shall be
April 15, 2012, and they shall bear interest at the rate of 63⁄4% per annum
(except as otherwise provided for in the form of Security) from the relevant
Securities Issue Date, or the most recent Interest Payment Date to which
interest has been paid or duly provided for on a given Security or a Security
surrendered in exchange for such Security, as the case may be, payable on the
relevant Initial Interest Payment Date (as defined below) and semiannually
thereafter on April 15 and October 15 of each year and at said Stated
Maturity, until the principal thereof is paid or duly provided for.  The term “Initial Interest Payment Date”
means (a) with respect to any Security other than the Initial Securities, the
first April 15 or October 15 occurring after the Securities Issue
Date for such Security and (b) with respect to each Initial Security,
October 15, 2004.  The Initial
Securities, the Exchange Securities and any Additional Securities issued
hereunder shall rank pari passu.


 


33

















 


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


 


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


 


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


 


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


 


Section 302.  Denominations.


 


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


 


Section 303.  Execution, Authentication, Delivery and
Dating.


 


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


 


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


 


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


 


Each Security shall be
dated the date of its authentication.


 


34

















 


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


 


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


 


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


 


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


 


35

















 


“Physical Security”)
until the expiration of the “40-day restricted period” within the meaning of
Rule 903(c)(3) of Regulation S under the Securities Act.  The Regulation S Global Securities shall
bear the legend set forth in Section 206 and, in the case of Restricted
Securities, the legend set forth in Section 205.


 


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


 


Section 304.  Temporary Securities.


 


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


 


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


 


Section 305.  Registration, Registration of Transfer and
Exchange.


 


The Company shall cause
to be kept at the Corporate Trust Office of the Trustee a 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.


 


36

















 


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


 


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


 


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


 


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


 


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


 


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


 


37

















 


connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 303, 304 or 906 not involving any transfer.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


38

















 


Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest.


 


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


 


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


 


(b)                                 The
Company may make payment of any Defaulted Interest in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the
Securities may be listed, and upon such notice as may be required by such
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.


 


39

















 


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


 


Section 308.  Persons
Deemed Owners.


 


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


 


Section 309.  Cancellation.


 


All Securities
surrendered for payment, registration of transfer or exchange shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly canceled by it. 
The Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and all Securities so delivered
shall be promptly canceled by the Trustee. 
No Securities shall be authenticated in lieu of or in exchange for any
Securities canceled as provided in this Section 309, except as expressly
permitted by this Indenture.  All
canceled Securities held by the Trustee shall be disposed of as directed by the
Company pursuant to a Company Order, provided, however, that the
Trustee shall not be required to destroy such canceled Securities.


 


Section 310.  Computation of Interest.


 


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


 


Section 311.  Registration Rights of Holders of Initial
Securities.


 


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


 


Section 312.  CUSIP Numbers.


 


The Company in issuing
the Securities may use “CUSIP” numbers (if then generally in use) in addition
to serial numbers, and, if so, the Trustee shall use such “CUSIP” numbers in
addition to serial numbers in notices of repurchase as a convenience to
Holders; provided that any such notice may state that no representation
is made as to the correctness of


 


40

















 


such numbers either as
printed on the Securities or as contained in any notice of a repurchase and
that reliance may be placed only on the serial or other identification numbers
printed on the Securities, and any such repurchase shall not be affected by any
defect in or omission of such “CUSIP” numbers. 
The Company shall promptly notify the Trustee of any change in the
“CUSIP” numbers.


 


Section 313.  Book-Entry Provisions for Global Securities.


 


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


 


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


 


(b)                                 Transfers
of Global Securities shall be limited to transfers in whole, but not in part,
to the Depository, its successors or their respective nominees.  Interests of beneficial owners in a Rule
144A Global Security may be transferred or exchanged for interests in a
Regulation S Global Security, and interests of beneficial owners in a Regulation
S Global Security may be transferred or exchanged for interests in a Rule 144A
Global Security, in each case in accordance with the rules and procedures of
the Depository and the provisions of Section 314.  Interests of beneficial owners in the Global
Securities may be transferred or exchanged for Physical Securities in
accordance with the rules and procedures of the Depository and the provisions
of Section 314.


 


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


 


41

















 


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


 


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


 


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


 


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


 


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


 


Section 314.  Special Transfer Provisions.


 


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


 


(i)                                     the
Security Registrar shall register the transfer of any Restricted Security if
(x) the requested transfer is not prior to the date which is two years (or such
other period as may be prescribed by Rule 144(k) under the Securities Act or
any successor provision thereunder) after the later of the original issue date
of such Security (or of any Predecessor Security) or the last day on which the
Company or any Affiliate of the Company was the owner of such Security or any Predecessor
Security


 


42

















 


or (y) the proposed
transferee has checked the box provided for on the form of Security stating,
and has provided to the Security Registrar such certifications, opinions and
other information as the Security Registrar may (and, if so directed by the
Company, shall) require, stating that such Security is being transferred
pursuant to offers and sales to non-U.S. persons that occur outside the United
States within the meaning of Regulation S under the Securities Act; and


 


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


 


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


 


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


 


(i)                                     the
Security Registrar shall register the transfer of any Restricted Security if
such transfer is being made by a proposed transferor who has checked the box
provided for on the form of Security stating, or who has otherwise advised the
Company and the Security Registrar in writing, that the transfer has been made
in compliance with the exemption from registration under the Securities Act
provided under Rule 144A to a transferee who has signed the certification
provided for on the form of Security stating, or has otherwise advised the
Company and the Security Registrar in writing, that such transferee represents
and warrants that it is purchasing the Security for its own account or an
account with respect to which it exercises sole investment discretion and that
each of it and any such account is a QIB within the meaning of Rule 144A and is
aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as it
has requested pursuant to Rule 144A or has determined not to request such
information and that it is aware that the transferor is relying upon the
foregoing representations in order to claim the exemption from registration
provided by Rule 144A; and


 


(ii)                                  the
Security Registrar shall register the transfer of any Restricted Security if
the proposed transferee is an Agent Member, and the Securities to be


 


43

















 


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.


 


(e)                                  Termination
of Restrictions.  The restrictions
imposed by this Section 314 upon the transferability of any particular
Restricted Security shall cease and terminate (i) on the later of the date
occurring two years after the Securities Issue Date with respect to such
Restricted Security (or any Predecessor Security of such Restricted Security)
and two years after the last date on which the Company or any Affiliate of the
Company was the owner of such Restricted Security (or any Predecessor Security
of such Restricted Security) or (ii) (if earlier) if and when such Restricted
Security has been sold pursuant to an effective registration statement under
the Securities Act.  Any Restricted
Security as to which such restrictions on transfer shall have expired in
accordance with their terms or shall have terminated may, upon


 


44

















 


surrender of such
Restricted Security for exchange to the Trustee or any transfer agent in
accordance with the provisions of Section 305, be exchanged for a new
Initial Security or any Additional Security, as the case may be, of like tenor
and aggregate principal amount, which shall not bear the restrictive legend
required by Section 205.  The
Company shall inform the Trustee in writing of (i) the effective date of any
registration statement registering the Initial Securities or any Additional
Security, as the case may be, under the Securities Act and (ii) at the request
of the Trustee, the date which is two years after the last date on which the
Company or any Affiliate of the Company was the owner of a Restricted Security
in the event that an Exchange Offer has not been consummated.


 


ARTICLE FOUR


 


SATISFACTION AND DISCHARGE


 


Section 401.  Satisfaction and Discharge of Indenture.


 


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


 


(a)  either


 


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


 


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


 


(A)                              have
become due and payable, or


 


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


 


and the Company, in the
case of (A) or (B) above, has irrevocably deposited or caused to be deposited
with the Trustee as trust funds in trust for the purpose an amount sufficient
to pay and discharge the entire indebtedness on such Securities not theretofore
delivered to the Trustee for cancellation, for principal


 


45

















 


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;


 


(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;


 


46

















 


(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


 


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


 


47

















 


(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.


 


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


 


48

















 


non-payment of principal
of or interest on the Securities which have become due solely because of the
acceleration, have been cured or waived and (ii) the rescission would not
conflict with any judgment or decree of a court of competent jurisdiction.


 


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


 


Notices by the Trustee to
the agents under the Bank Credit Agreement provided for herein shall be delivered
or mailed to Toronto Dominion (Texas), Inc., 909 Fannin Street, Suite 1700,
Houston, Texas 77010, Attention: 
Manager, Syndications and Credit; and to any other person who hereafter
becomes an agent under the Bank Credit Agreement, provided the Trustee has been
notified by the Company or the Banks of the names and mailing addresses of such
persons.


 


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


 


The Company covenants
that if


 


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


 


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


 


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


 


If the Company fails to
pay such amounts forthwith upon such demand, the Trustee, in its own name and
as trustee of an express trust, may institute a judicial proceeding for the collection
of the sums so due and unpaid and may prosecute such proceeding to


 


49

















 


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.


 


50

















 


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;


 


51

















 


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


 


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


 


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


 


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


 


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


 


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


 


Section 509.  Restoration of Rights and Remedies.


 


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


 


Section 510.  Rights and Remedies Cumulative.


 


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


 


52

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(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.


 


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Section 602.  Certain Rights of Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(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


 


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Trustee shall not be
responsible for any misconduct or negligence on the part of any agent or
attorney appointed with due care by it hereunder;


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 604.
 May Hold Securities.


 


The Trustee, any Paying
Agent, Security Registrar or any other agent of the Company, in its individual
or any other capacity, may become the owner or pledgee of Securities and,
subject to Trust Indenture Act Sections 310(b) and 311, may otherwise deal with
the 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.


 


58

















 


Section 607.  Conflicting Interests.


 


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


 


(b)                                 The
indenture dated as of February 15, 1993, for the Company’s 97/8%
Senior Subordinated Debentures due 2013; the indenture dated as of
April 1, 1993, for the Company’s 97/8% Senior
Subordinated Debentures due 2023; the indenture dated as of November 1,
1995, for the Company’s 101/2% Senior Subordinated
Debentures due 2016; the indenture dated as of August 15, 1997 for the
Company’s 81/8% Senior Debentures due 2009; the indenture
dated as of July 1, 1998 for the Company’s 71⁄4% Senior Notes due 2008, the
indenture dated as of July 1, 1998 for the Company’s 7• % Senior
Debentures due 2018; the indenture dated as of July 1, 1999 for the
Company’s 81/8% Senior Notes due 2009 and 81/8%
Series B Senior Notes due 2009; the indenture dated as of December 1, 1997
relating to the Company’s 7• % Senior Notes due 2007 and to the
Company’s 7•
% Senior Debentures due 2018; and the indenture dated as of March 22, 2001
relating to the Company’s 7• % Senior Notes due 2011, shall be
deemed to be specifically described herein for the purposes of clause (i) of
the first proviso contained in Section 310(b) of the Trust Indenture Act.


 


Section 608.  Corporate Trustee Required; Eligibility.


 


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


 


Section 609.  Resignation and Removal; Appointment of
Successor.


 


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


 


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


 


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


 


(d)                                 If
at any time:


 


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


 


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


 


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


 


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


 


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


 


(f)                                    The
Company shall give notice of each resignation and each removal of the Trustee
and each appointment of a successor Trustee by mailing written notice of such


 


60

















 


event by first-class
mail, postage prepaid, to the Holders of Securities as their names and
addresses appear in the Security Register. 
Each notice shall include the name of the successor Trustee and the
address of its Corporate Trust Office.


 


Section 610.  Acceptance of Appointment by Successor.


 


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


 


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


 


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


 


Any corporation into
which the Trustee may be merged or converted or with 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).


 


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


 


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


 


Section 614.  Notice of Defaults.


 


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


 


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.


 


62

















 


Section 702.  Reports by Trustee.


 


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


 


Section 703.  Reports by Company.


 


The Company shall:


 


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


 


(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


 


63

















 


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


 


ARTICLE EIGHT


 


CONSOLIDATION, MERGER, CONVEYANCE,
TRANSFER OR LEASE


 


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


 


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


 


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


 


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


 


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


 


(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.


 


64

















 


Section 802.  Successor Substituted.


 


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


 


ARTICLE NINE


 


SUPPLEMENTAL INDENTURES


 


Section 901.  Supplemental Indentures Without Consent of
Holders.


 


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


 


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


 


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


 


(c)  to cure any ambiguity, to correct or
supplement any provision herein which may be defective or inconsistent with any
other provision herein, or to make any other provisions with respect to matters
or questions arising under this Indenture; 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.


 


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


 


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


 


Section 902.  Supplemental Indentures with Consent of
Holders.


 


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


 


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


 


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


 


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


 


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.


 


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Section 903.  Execution of Supplemental Indentures.


 


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


 


Section 904.  Effect of Supplemental Indentures.


 


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


 


Section 905.  Conformity with Trust Indenture Act.


 


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


 


Section 906.  Reference in Securities to Supplemental
Indentures.


 


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


 


ARTICLE TEN


 


COVENANTS


 


Section 1001.  Payment of Principal and Interest.


 


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


 


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Section 1002.  Maintenance of Office or Agency.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 1004.  Corporate Existence.


 


Subject to
Article Eight, the Company shall do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate existence
and that of each Restricted Subsidiary and the corporate rights (charter and
statutory), corporate licenses and corporate franchises of the Company and its
Restricted Subsidiaries, except where a failure to do so, singly or in the
aggregate, is not likely to have a materially adverse effect upon the business,
assets, financial condition or results of operations of the Company and the
Restricted Subsidiaries taken as a whole determined on a consolidated basis in
accordance with generally accepted accounting principles; provided that
the Company shall not be required to preserve any such existence (except of the
Company), right, license or franchise if the Board of Directors, or  the board of directors of the Restricted
Subsidiary concerned, shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company or such
Restricted Subsidiary and that the loss thereof is not disadvantageous in any
material respect to the Holders.


 


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Section 1005.  Payment of Taxes and Other Claims.


 


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


 


Section 1006.  Maintenance of Properties.


 


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


 


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


 


Section 1007.  Limitation on Indebtedness.


 


The Company shall not,
and shall not permit any Restricted Subsidiary to, directly or indirectly,
incur, create, issue, assume, guarantee or otherwise become liable for,
contingently or otherwise, or become responsible for the payment of,
contingently or otherwise, any Indebtedness (other than Indebtedness between or
among any of the Company and Restricted Subsidiaries) unless, after giving
effect thereto, the Cash Flow Ratio shall be less than or equal to 9 to 1.


 


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Section 1008.  Limitation on Liens.


 


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


 


Section 1009.  Limitation on Restricted Payments.


 


Except as otherwise
provided in this Section 1009, the Company shall not, and shall not permit
any Restricted Subsidiary to, make any Restricted Payment if (a) at the time of
such proposed Restricted Payment, a Default or Event of Default shall have
occurred and be continuing or shall occur as a consequence of such Restricted
Payment or (b) immediately after giving effect to such Restricted Payment, the
aggregate of all Restricted Payments that shall have been made on or after
July 1, 1988 would exceed the sum of:


 


(a)  $25,000,000, plus


 


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


 


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


 


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


 


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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.


 


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Section 1012.  Provision of Financial Statements.


 


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


 


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


 


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


 


Section 1013.  Statement as to Compliance.


 


The Company shall deliver
to the Trustee, within 120 days after the end of each fiscal year ending after
April 6, 2004, a brief certificate of its principal executive officer,
principal financial officer or principal accounting officer stating whether, to
such officer’s knowledge, the Company is in compliance with all covenants and
conditions under this Indenture.  For
purposes of this Section 1013, such compliance shall be determined without
regard to any period of grace or requirement of notice under this Indenture.


 


Section 1014.  Waiver of Certain Covenants.


 


The Company may omit in
any particular instance to comply with any covenant or condition set forth in
Sections 1007 through 1012 if, before or after the time for such compliance,
the Holders of a majority in aggregate principal amount of the Outstanding
Securities, by Act of such Holders, waive such compliance in such instance or
generally waive


 


73

















 


compliance with such
covenant or condition, but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such covenant or condition shall remain in full
force and effect.


 


Section 1015.  Statement by Officers as to Default.


 


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


 


ARTICLE ELEVEN


 


REDEMPTION OF SECURITIES


 


Section 1101.  Notices to Trustee.


 


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


 


Section 1102.  Selection of Securities to Be Redeemed.


 


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


 


74

















 


not a multiple of $1,000,
shall be redeemed.  Except as provided
in the preceding sentence, provisions of this Indenture that apply to
Securities called for redemption also apply to portions of Securities called
for redemption.


 


Section 1103.  Notice of Redemption.


 


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


 


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


 


(i)                                     the
Redemption Date;


 


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


 


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


 


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


 


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


 


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


 


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


 


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Section 1104.  Effect of Notice of Redemption.


 


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


 


Section 1105.  Deposit of Redemption Price.


 


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


 


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


 


Section 1106.  Securities Redeemed in Part.


 


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


 


Section 1107.  Optional Redemption.


 


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


 


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months) at the Adjusted
Treasury Rate plus 50 basis points, plus, in each case, accrued and unpaid interest
to the Redemption Date.


 


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


 


ARTICLE TWELVE


 


DEFEASANCE AND COVENANT DEFEASANCE


 


Section 1201.  Option to Effect Defeasance or Covenant
Defeasance.


 


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


 


Section 1202.  Defeasance and Discharge.


 


Upon the Company’s
exercise under Section 1201 of the option applicable to this
Section 1202, the Company shall be deemed to have been discharged from its
obligations with respect to all Outstanding Securities on the date the
conditions set forth below are satisfied (hereinafter, “defeasance”).  For this purpose, such defeasance means that
the Company shall be deemed to have paid and discharged the entire indebtedness
represented by the Outstanding Securities, which shall thereafter be deemed to
be “Outstanding” only for the purposes of Section 1205 and the other
Sections of this Indenture referred to in (A) and (B) below, and to have
satisfied all its other obligations under such Securities and this Indenture
(and the Trustee, on demand of and at the expense of the Company, shall execute
proper instruments acknowledging the same), except for the following which
shall survive until otherwise terminated or discharged hereunder:  (A) the rights of Holders of Outstanding
Securities to receive solely from the trust fund described in Section 1204
and as more fully set forth in such Section, payments in respect of the
principal of and interest on such Securities when such payments are due, (B) the
Company’s obligations with respect to such Securities under Sections 304, 305,
306, 1002 and 1003, (C) the rights, powers, trusts, duties and immunities of
the Trustee hereunder and the Company’s obligations in connection therewith and
(D) this Article Twelve.  Subject
to compliance with this Article Twelve, the Company may exercise its
option under this Section 1202 notwithstanding the prior exercise of its
option under Section 1203 with respect to the Securities.


 


77

















 


Section 1203.  Covenant Defeasance.


 


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


 


Section 1204.  Conditions to Defeasance or Covenant
Defeasance.


 


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


 


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


 


78

















 


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


 


(5)                                  In
the case of an election under Section 1203, the Company shall have
delivered to the Trustee an Opinion of Counsel in the United States to the
effect that


 


79

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


80

















 


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.


 


* * * * *


 


81

















 


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.


 


82

















 


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:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
				



 

















 


	
   

  	
  THE BANK OF NEW YORK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


EXHIBIT
A


 


RESTRICTED
SUBSIDIARIES


 


	
  151 Fulton Street
  Corporation

  
	
  1047 E 46th Street
  Corporation

  
	
  2234 Fulton Street
  Corporation

  
	
  A-R Cable Services -
  NY, Inc.

  
	
  Arsenal MSub 2 Inc.

  
	
  Cablevision Area 9
  Corporation

  
	
  Cablevision Digital
  Development, LLC

  
	
  Cablevision Fairfield
  Corporation

  
	
  Cablevision Lightpath,
  Inc.

  
	
  Cablevision Lightpath –
  CT, Inc.

  
	
  Cablevision Lightpath –
  NJ, Inc.

  
	
  Cablevision Lightpath –
  NY, Inc.

  
	
  Cablevision of
  Brookhaven, Inc.

  
	
  Cablevision of
  Brookline, Inc.

  
	
  Cablevision of
  Cleveland G.P., Inc.

  
	
  Cablevision of
  Cleveland L.P., Inc.

  
	
  Cablevision of
  Cleveland, L.P.

  
	
  Cablevision of
  Connecticut Corporation

  
	
  Cablevision of
  Connecticut Limited Partnership

  
	
  Cablevision of Hudson
  County, Inc.

  
	
  Cablevision of
  Litchfield, Inc.

  
	
  Cablevision of
  Monmouth, Inc.

  
	
  Cablevision of New
  Jersey, Inc.

  
	
  Cablevision of Newark

  
	
  Cablevision of Oakland,
  LLC

  
	
  Cablevision of Ossining
  Limited Partnership (f/k/a Cablevision of Brookline LP)

  
	
  Cablevision of
  Paterson, LLC

  
	
  Cablevision of
  Rockland/Ramapo, LLC

  
	
  Cablevision of Southern
  Westchester, Inc.

  
	
  Cablevision of the
  Midwest Holding, Inc.

  
	
  Cablevision of
  Wappingers Falls, Inc. (f/k/a Cablevision of Boston, Inc.)

  
	
  Cablevision of Warwick,
  LLC

  
	
  Cablevision Systems
  Brookline Corporation

  
	
  Cablevision Systems
  Dutchess Corporation

  
	
  Cablevision Systems
  East Hampton Corporation

  
	
  Cablevision Systems
  Great Neck Corporation

  
	
  Cablevision Systems
  Huntington Corporation

  
	
  Cablevision Systems
  Islip Corporation

  
	
  Cablevision Systems
  Long Island Corporation

  



 

















 


	
  Cablevision Systems New
  York City Corporation (f/k/a NYC LP Corp.)

  
	
  Cablevision Systems of
  Southern Connecticut Limited Partnership

  
	
  Cablevision Systems
  Suffolk Corporation

  
	
  Cablevision Systems Westchester
  Corporation

  
	
  Communications Development Corporation

  
	
  CSC Acquisition - MA, Inc.

  
	
  CSC Acquisition - NY, Inc.

  
	
  CSC Acquisition
  Corporation

  
	
  CSC Gateway Corporation

  
	
  CSC Optimum Holdings,
  LLC

  
	
  CSC TKR, Inc.

  
	
  CSC TKR I, Inc.

  
	
  KRC/CCC Investment Partnership

  
	
  Petra Cablevision
  Corporation

  
	
  Samson Cablevision
  Corp.

  
	
  Suffolk Cable
  Corporation

  
	
  Suffolk Cable of
  Shelter Island, Inc.

  
	
  Suffolk Cable of
  Smithtown, Inc.

  
	
  Telerama, Inc.

  



 

















 


EXHIBIT
B


 


Form of Registration Rights Agreement


 

















 


Reconciliation
and Tie Between Trust Indenture Act


of 1939 and Indenture, dated as of
April 6, 2004


 


	
  Trust Indenture

  Act Section

  	
   

  	
  Indenture
  Section

  
	
   

  	
   

  	
   

  
	
  310

  	
  (a)(1)

  	
   

  	
   

  	
  608

  
	
   

  	
  (a)(2)

  	
   

  	
   

  	
  608

  
	
   

  	
  (b)

  	
   

  	
   

  	
  607, 609

  
	
  311

  	
  (a)

  	
   

  	
   

  	
  612

  
	
   

  	
  (b)

  	
   

  	
   

  	
  612

  
	
  312

  	
  (a)

  	
   

  	
   

  	
  607

  
	
   

  	
  (b)

  	
   

  	
   

  	
  607

  
	
   

  	
  (c)

  	
   

  	
   

  	
  701

  
	
  313

  	
   

  	
   

  	
   

  	
  702

  
	
  314

  	
  (a)

  	
   

  	
   

  	
  703

  
	
   

  	
  (a)(4)

  	
   

  	
   

  	
  1013

  
	
   

  	
  (c)(1)

  	
   

  	
   

  	
  103

  
	
   

  	
  (c)(2)

  	
   

  	
   

  	
  103

  
	
   

  	
  (e)

  	
   

  	
   

  	
  103

  
	
  315

  	
  (b)

  	
   

  	
   

  	
  601

  
	
  316

  	
  (a)(last sentence)

  	
   

  	
   

  	
  101 (“Outstanding”)

  
	
   

  	
  (a)(1)(A)

  	
   

  	
   

  	
  502, 512

  
	
   

  	
  (a)(1)(B)

  	
   

  	
   

  	
  513

  
	
   

  	
  (b)

  	
   

  	
   

  	
  508

  
	
   

  	
  (c)

  	
   

  	
   

  	
  105(d)

  
	
  317

  	
  (a)(1)

  	
   

  	
   

  	
  503

  
	
   

  	
  (a)(2)

  	
   

  	
   

  	
  504

  
	
   

  	
  (b)

  	
   

  	
   

  	
  1003

  
	
  318

  	
  (a)

  	
   

  	
   

  	
  108

  



 


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