Exhibit 4.2


 


EXECUTION COPY


 


 




 


 





CABLEVISION SYSTEMS CORPORATION


 


Issuer,


 


to


 


THE BANK OF NEW YORK,


 


Trustee


 


 


Indenture


 


Dated as of April 6, 2004


 


 


$500,000,000


 


Floating Rate Senior Notes due 2009


 


Floating Rate Series B Senior Notes due 2009


 




 





 

















 


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.


 

















 


TABLE OF CONTENTS


 


	
  RECITALS

  	
   

  
	
  RECITALS OF THE COMPANY

  	
   

  
	
  ARTICLE ONE DEFINITIONS AND OTHER
  PROVISIONS OF GENERAL APPLICATION

  	
   

  
	
  Section 101. Definitions

  	
   

  
	
  “Acquired Indebtedness”

  	
   

  
	
  “Additional Securities”

  	
   

  
	
  “Affiliate”

  	
   

  
	
  “Agent Members”

  	
   

  
	
  “Annualized Operating Cash Flow”

  	
   

  
	
  “Average Life”

  	
   

  
	
  “Bank Credit Agreement”

  	
   

  
	
  “Banks”

  	
   

  
	
  “Board of Directors”

  	
   

  
	
  “Board Resolution”

  	
   

  
	
  “Book-Entry Security”

  	
   

  
	
  “Business Day”

  	
   

  
	
  “Calculation Agent”

  	
   

  
	
  “Capital Stock”

  	
   

  
	
  “Capitalized Lease Obligation”

  	
   

  
	
  “Cash Flow Ratio”

  	
   

  
	
  “Commission”

  	
   

  
	
  “Common Stock”

  	
   

  
	
  “Company”

  	
   

  
	
  “Company Request” or “Company Order”

  	
   

  
	
  “Consolidated Net Tangible Assets”

  	
   

  
	
  “corporation”

  	
   

  
	
  “CSC Holdings”

  	
   

  
	
  “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 Determination Date”,

  	
   

  
	
  “Interest Payment Date”

  	
   

  
	
  “Interest Period”

  	
   

  
	
  “Interest Swap Obligations”

  	
   

  
	
  “Investment”

  	
   

  
	
  “Lease”

  	
   

  
	
  “LIBOR”

  	
   

  
	
  “Lien”

  	
   

  
	
  “Liquidated Damages”

  	
   

  
	
  “London Business Day”

  	
   

  
	
  “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”

  	
   

  
	
  “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 DEFEASANCE AND COVENANT
  DEFEASANCE

  	
   

  
	
  Section 1101. Option to Effect Defeasance
  or Covenant Defeasance

  	
   

  
	
  Section 1102. Defeasance and Discharge

  	
   

  
	
  Section 1103. Covenant Defeasance

  	
   

  
	
  Section 1104. Conditions to Defeasance or
  Covenant Defeasance

  	
   

  



 

















 


	
  Section 1105. Deposited Money and U.S.
  Government Obligations to Be Held in Trust; Other Miscellaneous Provisions

  	
   

  
	
  Section 1106. 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 Cablevision Systems Corporation, a Delaware
corporation (hereinafter called the “Company”), and The Bank of New York, a New
York banking corporation, trustee (hereinafter called the “Trustee”).


RECITALS OF THE COMPANY


 


The Company
has duly authorized the creation of an issue of its Floating Rate Senior Notes
due 2009 (hereinafter called the “Initial Securities”) and its Floating Rate
Series B Senior Notes due 2009 (the “Exchange Securities,” and together with
the Initial Securities and any Additional Securities, the “Securities”), of
substantially the tenor and amount hereinafter set forth, and to provide
therefor the Company has duly authorized the execution and delivery of this
Indenture;


 


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


 


NOW,
THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE
ONE


 


DEFINITIONS AND
OTHER PROVISIONS OF GENERAL APPLICATION


 


Section 101. 
Definitions.


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Bank Credit Agreement” means the Seventh Amended
and Restated Credit Agreement, dated as of June 26, 2001, among CSC Holdings;
the Restricted Subsidiaries (other than CSC Holdings) party thereto; the banks
party thereto; Toronto Dominion (Texas), Inc., as Administrative Agent; TD Securities
(USA) Inc. and Banc of America Securities


 


2

















 


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.


 


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


 


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


 


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


 


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.


 


“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.


 


4

















 


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


 


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


 


“Cumulative Cash Flow Credit” means the sum
of:


 


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


 


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


 


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


 


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


 


“Cumulative Interest Expense” means, for the
period commencing on July 1, 1988 and ending on the last day of the most recent
month preceding the proposed Restricted Payment for which financial information
is available, the aggregate of the interest expense of the Company and its
Restricted Subsidiaries (or the Restricted Subsidiaries for periods prior to
the incorporation of the Company) for such period, determined on a consolidated
basis in accordance with generally accepted accounting principles, including
interest expense attributable to Capitalized Lease Obligations.


 


“Debt”
with respect to any Person means, without duplication, any liability, whether
or not contingent, (a) in respect of borrowed money or evidenced by
bonds, notes, debentures or similar instruments or letters of credit
(or reimbursement agreements with


 


5

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


6

















 


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


 


“generally accepted
accounting principles” or “GAAP” means generally accepted accounting
principles in the United States, consistently applied, which were in effect as
of August 15, 1997.


 


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


 


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


 


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


 


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


 


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


 


7

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


8

















 


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


 


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


 


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


 


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


 


9

















 


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


 


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


 


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


 


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


 


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


 


10

















 


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


 


(d)                                 Securities
paid pursuant to Section 306, Securities in exchange for which, or in lieu of
which, other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall have
been presented to the Trustee proof satisfactory to it that such Securities are
held by a bona fide purchaser in whose hands the Securities are valid
obligations of the Company;


 


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


 


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


 


“Permitted Liens” means the following types of Liens:


 


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


 


11

















 


(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 been finally terminated or the period within which such proceedings
may be initiated shall not have expired;


 


12

















 


(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


 


(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


 


13

















 


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.


 


“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.


 


14

















 


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


 


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


 


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


 


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


 


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


 


“Restricted Payment” means:


 


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


 


(b)                                 any
direct or indirect payment by the Company or a Restricted Subsidiary to redeem,
purchase, defease or otherwise acquire or retire for value, prior to any
scheduled maturity, scheduled repayment or scheduled sinking fund payment, any
Indebtedness of the Company that is subordinate in right of payment to the
Securities; provided, however, that any direct or indirect
payment by the Company or a Restricted Subsidiary to redeem, purchase, defease
or otherwise acquire or retire for value, prior to any scheduled maturity,
scheduled repayment or scheduled sinking fund payment, any Indebtedness that is
subordinate in right of payment to the Securities shall not be a Restricted
Payment if either (i) after giving effect thereto, the ratio of the Senior
Indebtedness of the Company and the Restricted Subsidiaries to Annualized
Operating Cash Flow determined as of the last day of the most recent month for
which financial information is available is less than or equal to 5 to 1 or
(ii) such subordinate


 


15

















 


Indebtedness
is redeemed, purchased, defeased or otherwise acquired or retired in exchange
for, or out of (x) the proceeds of a sale (within one year before or 180 days
after such redemption, purchase, defeasance, acquisition or retirement) of
Refinancing Indebtedness or Capital Stock of the Company or warrants, rights or
options to acquire Capital Stock of the Company or (y) any source of funds
other than the incurrence of Indebtedness (it being understood that the use of
such funds to repay Indebtedness that is later reborrowed to redeem, purchase,
defease or otherwise acquire or retire the subordinate Indebtedness shall be
considered a source of funds other than the incurrence of Indebtedness); or


 


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


 


Notwithstanding the foregoing, Restricted
Payments shall not include (a) payments by any Restricted Subsidiary to the
Company or any other Restricted Subsidiary, (b) any Investment or designation
of a Restricted Subsidiary as an Unrestricted Subsidiary permitted under
Section 1010 or (c) any redemption, purchase, defeasance or other acquisition
or retirement of the Mandatorily Redeemable Preferred Stock.


 


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


 


“Restricted Subsidiary” means CSC Holdings and any
other Subsidiary, whether existing on the date hereof or created subsequent
thereto, designated from time to time by the Company as a “Restricted
Subsidiary” (the initial Restricted Subsidiaries designated by the Company
being set forth on Exhibit A); provided, however, that no
Subsidiary (other than CSC Holdings) that is not a Securitization Subsidiary
can be or remain so designated unless (a) at least 67% of each of the
total equity interest and the voting control of such Subsidiary is owned,
directly or indirectly, by the Company or another Restricted Subsidiary and (b)
such Subsidiary is not restricted, pursuant to the terms of any loan agreement,
note, indenture or other evidence of indebtedness, from (i) paying
dividends or making any distribution on such Subsidiary’s Capital Stock or
other equity securities or paying any Indebtedness owed to the Company or to
any Restricted Subsidiary, (ii) making any loans or advances to the
Company or any Restricted Subsidiary or (iii) transferring any of its
properties or assets to the Company or any Restricted Subsidiary (it being
understood that a


 


16

















 


financial covenant any of the
components of which are directly impacted by the taking of the action (e.g.,
the payment of a dividend) itself (such as a minimum net worth test) would be
deemed to be a restriction on the foregoing actions, while a financial covenant
none of the components of which is directly impacted by the taking of the
action (e.g., the payment of a dividend) itself (such as a debt to
cash flow test) would not be deemed to be a restriction on the foregoing
actions); and provided  further that the Company may, from time to
time, redesignate any Restricted Subsidiary (other than CSC Holdings) as an
Unrestricted Subsidiary in accordance with Section 1010.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Senior Indebtedness” means, with respect to any
Person, all principal of, premium, if any, and interest (including interest
accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to such Person whether or not a claim for post filing
interest is allowed in such proceedings) with respect to all Indebtedness of
such Person; provided that Senior Indebtedness shall not include (a) any
Indebtedness of such Person that, by its terms or the terms of the instrument
creating or evidencing such Indebtedness, is expressly subordinate in right of
payment to the Securities, (b) any guarantee of Indebtedness of any subsidiary
of such Person if recourse against such guarantee is limited to the Capital


 


17

















 


Stock or other equity interests
of such subsidiary, (c) any obligation of such Person to any subsidiary of
such Person or, in the case of a Restricted Subsidiary, to the Company or any
other Subsidiary or (d) any Indebtedness of such Person (and any accrued
and unpaid interest in respect thereof) which is subordinate or junior in any
respect to any other Indebtedness or other obligation of such Person.


 


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


 


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


 


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


 


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


 


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


 


18

















 


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


 


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


 


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


 


Section 102.  Other Definitions.


 


	
  Term

  	
   

  	
  Defined

  in Section

  
	
   

  	
   

  	
   

  
	
  “Act”

  	
   

  	
  105

  
	
  “Bankruptcy
  Law”

  	
   

  	
  501

  
	
  “covenant
  defeasance”

  	
   

  	
  1203

  
	
  “Custodian”

  	
   

  	
  501

  
	
  “defeasance”

  	
   

  	
  1202

  
	
  “Defaulted Interest”

  	
   

  	
  307

  
	
  “incorporated provision”

  	
   

  	
  108

  
	
  “redesignation of a Restricted Subsidiary”

  	
   

  	
  1010

  
	
  “Restricted Security”

  	
   

  	
  205

  
	
  “Security Register”

  	
   

  	
  305

  
	
  “Security Registrar”

  	
   

  	
  305

  
	
  “successor”

  	
   

  	
  801

  
	
  “U.S. Government Obligations”

  	
   

  	
  1204

  



 


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


 


19

















 


application or request, no
additional certificate or opinion need be furnished.


 


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


 


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


 


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


 


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


 


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


 


Section 104. 
Form of Documents Delivered to Trustee.


 


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


 


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


 


20

















 


this Indenture, they may, but
need not, be consolidated and form one instrument.


 


Section
105.  Acts of Holders.


 


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


 


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


 


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


 


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


 


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


 


21

















 


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


 


Section 107. 
Notice to Holders; Waiver.


 


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


 


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


 


In case by
reason of the suspension of regular mail service or by reason of any


 


22

















 


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


 


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


 


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


 


Section 109. 
Effect of Headings and Table of Contents.


 


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


 


Section 110. 
Successors and Assigns.


 


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


 


Section 111. 
Separability Clause.


 


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


 


Section 112. 
Benefits of Indenture.


 


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


 


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.


 


23

















 


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.


 


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


 


24

















 


may be listed, all as
determined by the officers executing such Securities, as evidenced by their
execution of such Securities.


 


Section 202. 
Form of Face of Security.


 


CABLEVISION SYSTEMS CORPORATION


 


Floating Rate [Series B]* Senior Notes due
2009


 


	
  No.
           

  	
   

  	
  $                       

  
	
   

  	
   

  	
  CUSIP
  No.                   

  



 


 


Cablevision
Systems Corporation, a Delaware corporation (herein called the “Company”, which
term includes any successor entity under the Indenture hereinafter referred
to), for value received, hereby promises to pay to
                              
or registered assigns the principal sum of
            
Dollars on April 1, 2009, at the office or agency of the Company referred to
below, and to pay interest thereon on [  
]**, and semiannually thereafter, on April 1 and October 1 in each year
from the Securities Issue Date or from the most recent Interest Payment Date to
which interest has been paid or duly provided for at a rate per annum, reset
semiannually, equal to LIBOR plus 4.50% (as determined by the Calculation Agent
in accordance with the next succeeding paragraph) until the principal hereof is
paid or duly provided for, and (to the extent lawful) to pay on demand interest
on any overdue interest at the rate borne by the Securities from the date of
the Interest Payment Date on which such overdue interest becomes payable to the
date payment of such interest has been made or duly provided for.


 


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


 


Promptly upon
determination, the Calculation Agent shall inform the Trustee and the Company
of the interest rate for the next Interest Period.  Absent manifest error, the determination of the interest rate by
the Calculation Agent shall be binding and conclusive on the Holders of
Securities, the Trustee and the Company. 
The Calculation Agent shall, upon


 












*                      Include
only for Exchange Securities.


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


 


25

















 


the request of the Holder of
any Security, provide the interest rate then in effect with respect to the
Securities.


 


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


 


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


 












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


 


26

















 


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.


 


 


	
   

  	
  CABLEVISION
  SYSTEMS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
						



 


 


27

















 


Section 203.
Form of Reverse of Security.


 


This Security
is one of a duly authorized issue of securities of the Company designated as
its Floating Rate [Series B]* Senior Notes due 2009 (herein called the
“Securities”), which may be issued under an indenture (herein called the
“Indenture”) dated as of April 6, 2004, between the Company and The Bank of New
York, trustee (herein called the “Trustee”, which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties, obligations and immunities thereunder of
the Company, the Trustee, the holders of the Senior Indebtedness and the
Holders of the Securities, and of the terms upon which the Securities are, and
are to be, authenticated and delivered. 
This Security is one of the series designated on the face hereof,
initially limited in aggregate principal amount to $500,000,000; provided,
however, that the Company may from time to time, without notice to or
the consent of the Holders of Securities, create and issue further Securities
of this series (the “Additional Securities”) having the same terms and ranking
equally and ratably with the Securities of this series in all respects and with
the same CUSIP number as the Securities of this series, or in all respects
except for payment of interest accruing prior to the issue date of such
Additional Securities or except for the first payment of interest following the
issue date of such Additional Securities. 
Any Additional Securities shall be consolidated and form a single series
with the Securities and shall have the same terms as to status, redemption and
otherwise as the Securities.  Any
Additional Securities may be issued pursuant to authorization provided by a
resolution of the Board of Directors of the Company, a supplement to the
Indenture, or under an Officers’ Certificate pursuant to the Indenture.  No Additional Securities may be issued if an
Event of Default has occurred with respect to the Securities of this series.


 


[This Security
is exchangeable under certain circumstances as provided in the Indenture for
the Company’s Floating Rate Series B Senior Notes due 2009 (herein called the
“Exchange Securities”), issued under the Indenture.  Unless the context otherwise requires, the Securities and
Exchange Securities shall constitute one series for all purposes under the
Indenture, including without limitation amendments and waivers.]**


 


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


 


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


 


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


 












*                      Include
only for Exchange Securities.


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


 


 


28

















 


certain conditions set forth
therein, which provisions apply to this Security.


 


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


 


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


 


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


 


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


 


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


 


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.


 


29

















 


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


 


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


 


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


 


 


Certificate of Transfer***


 


 


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


 


	
   

  
	
  (Please typewrite or print name and taxpayer identification number)

  
	
   

  
	
   

  
	
  (Please typewrite or print address)

  



 


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


 


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


 


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


 


or


 


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


 












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


 


30

















 


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


 


	
  Dated:

  	
   

  
	
  Signature

  	
   

  	
   

  	
   

  
				



 


 


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


 


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


 


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


 


	
  Dated:

  	
   

  	
   

  
	
   

  	
  To be signed
  by an executive officer

  



 


SCHEDULE OF EXCHANGES FOR DEFINITIVE
SECURITIES


 


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


 


31

















 


	
  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:


 


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,


 


32

















 


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 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.


 


33

















 


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 “Floating Rate Senior Notes due 2009” and the Exchange Securities shall
be known and designated as the “Floating Rate Series B Senior Notes due 2009”
of the Company.  Their Stated Maturity
shall be April 1, 2009, and they shall bear interest at the rate per annum,
reset semiannually, equal to LIBOR plus 4.50% (as determined by the Calculation
Agent in accordance with the next succeeding paragraph), except as otherwise
provided for in the form of Security, from the relevant Securities Issue Date,
or the most recent Interest Payment Date to which interest has been paid or
duly provided for on a given Security or a Security surrendered in exchange for
such Security, as the case may be, payable on the relevant Initial Interest
Payment Date (as defined below) and semiannually thereafter on April 1 and
October 1 of each year and at said Stated Maturity, until the principal thereof
is paid or duly provided for.


 


Interest on
the Securities shall be calculated on the basis of the actual number of days in
an Interest Period and a 360-day year. 
All percentages resulting from any of calculation of the interest rate
on the Securities shall be rounded, if necessary, to the nearest one hundred
thousandth of a percentage point, with five one-millionths of a percentage
point being rounded upwards (e.g.,
9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)) and all
dollar amounts used in or resulting from such calculations shall be rounded to
the nearest cent (with one-half cent being rounded upwards).  The interest rate on the


 


34

















 


Securities shall in no event be
higher than the maximum rate permitted by New York law, as the same may be
modified by United States law of general application.


 


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


 


The term
“Initial Interest Payment Date” means (a) with respect to any Security other
than the Initial Securities, the first April 1 or October 1 occurring after the
Securities Issue Date for such Security and (b) with respect to each Initial
Security, October 1, 2004.  The Initial
Securities, the Exchange Securities and any Additional Securities issued
hereunder shall rank pari passu.


 


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


 


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


 


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


 


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


 


Section
302.  Denominations.


 


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


 


Section 303.  Execution, Authentication, Delivery and
Dating.


 


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


 


35

















 


manual or facsimile.


 


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


 


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


 


Each Security
shall be dated the date of its authentication.


 


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


 


In case the
Company, pursuant to Article Eight, shall be consolidated or merged with or
into any other Person or shall convey, transfer, lease or otherwise dispose of
substantially 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


 


36

















 


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


 


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


 


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


 


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


 


37

















 


authenticate and deliver in
exchange therefor a like principal amount of definitive Securities of
authorized denominations.  Until so
exchanged, the temporary Securities shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities.


 


Section 305.  Registration, Registration of Transfer and
Exchange.


 


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


 


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


 


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


 


38

















 


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


 


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


 


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


 


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


 


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


 


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


 


If (a) any
mutilated Security is surrendered to the Trustee, or (b) the Company and the
Trustee receive evidence to their satisfaction of the destruction, loss or
theft of any Security, and there is delivered to the Company and the Trustee
such security or indemnity as may be required by them to save each of them and
any agent of them harmless, then, in the absence of notice to the Company or
the Trustee that such Security has been acquired by a bona fide purchaser, the
Company shall execute and upon Company Order the Trustee shall 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.


 


39

















 


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


 


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


 


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


 


Section
307.  Payment of Interest; Interest
Rights Preserved.


 


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


 


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


 


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


 


40

















 


than 15 days
and not less than 10 days prior to the date of the proposed payment and not
less than 10 days after the receipt by the Trustee of the notice of the
proposed payment.  The Trustee
shall promptly notify the Company of such Special Record Date.  In the name and at the expense of the
Company, the Trustee shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to each Holder at his address as it appears in the
Security Register, not less than 10 days prior to such Special Record
Date.  Notice of the proposed payment of
such Defaulted Interest and the Special Record Date therefor having been so
mailed, such Defaulted Interest shall be paid to the Persons in whose names the
Securities (or their respective Predecessor Securities) are registered at the
close of business on such Special Record Date and shall no longer be payable
pursuant to the following Subsection (b).


 


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


 


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


 


Section 308. 
Persons Deemed Owners.


 


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


 


Section 309. 
Cancellation.


 


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


 


41

















 


permitted by this
Indenture.  All canceled Securities held
by the Trustee shall be disposed of as directed by the Company pursuant to a
Company Order, provided, however, that the Trustee shall not be
required to destroy such canceled Securities.


 


Section
310.  Computation of Interest.


 


Interest on
the Securities shall be computed on the basis of the actual number of days in
an Interest Period and a 360-day year.


 


Section
311.  Registration Rights of Holders of
Initial Securities.


 


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


 


Section 312. 
CUSIP Numbers.


 


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


 


Section
313.  Book-Entry Provisions for Global
Securities.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(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


 


43

















 


provided by clause (1)(x) of
paragraph (a) and by paragraph (d) of Section 314, bear the legend set forth in
Section 205.


 


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


 


Section
314.  Special Transfer Provisions.


 


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


 


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


 


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


 


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


 


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


 


44

















 


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


 


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


 


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


 


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


 


45

















 


of such Security set forth in
this Indenture and in such legend and agrees that it shall transfer such
Security only as provided in this Indenture.


 


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


 


(e)                                  Termination of
Restrictions.  The restrictions
imposed by this Section 314 upon the transferability of any particular
Restricted Security shall cease and terminate (i) on the later of the date occurring
two years after the Securities Issue Date with respect to such Restricted
Security (or any Predecessor Security of such Restricted Security) and two
years after the last date on which the Company or any Affiliate of the Company
was the owner of such Restricted Security (or any Predecessor Security of such
Restricted Security) or (ii) (if earlier) if and when such Restricted Security
has been sold pursuant to an effective registration statement under the
Securities Act.  Any Restricted Security
as to which such restrictions on transfer shall have expired in accordance with
their terms or shall have terminated may, upon surrender of such Restricted
Security for exchange to the Trustee or any transfer agent in accordance with
the provisions of Section 305, be exchanged for a new Initial Security or any
Additional Security, as 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


 


46

















 


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


 


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


 


(A)                              have
become due and payable, or


 


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


 


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


 


(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.


 


47

















 


Section
402.  Application of Trust Money.


 


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


 


ARTICLE FIVE


 


REMEDIES


 


Section
501.  Events of Default.


 


An “Event of
Default” occurs if:


 


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


 


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


 


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


 


(d)                                 a
default occurs under any mortgage, indenture or instrument under which there
may be issued or by which there may be secured or evidenced any Indebtedness
for money borrowed by the Company or one of its Restricted Subsidiaries (or the
payment of which is guaranteed by the Company or one of its Restricted
Subsidiaries), whether such Indebtedness or guarantee now exists or shall be
created hereafter (but excluding any Indebtedness for the deferred purchase
price of property or services owed to the Person providing such property or
services as to which the Company or such Restricted Subsidiary is contesting its
obligation to pay the same in good faith and by proper proceedings and for
which the Company or such Restricted Subsidiary has established appropriate
reserves), and (i) either (A) such event of default results from the failure to
pay any such Indebtedness at final maturity or (B) as a result of such event of
default the maturity of such Indebtedness has been accelerated prior to its
expressed maturity and (ii) the principal amount of such Indebtedness
equals $25,000,000 or more or, together with the principal amount of any such
Indebtedness in default for failure to pay principal at maturity or the
maturity of which has been so accelerated, aggregates $25,000,000 or more;


 


48

















 


(e)                                  a
final judgment or final judgments for the payment of money are entered by a
court or courts of competent jurisdiction against the Company or any Restricted
Subsidiary and either (i) an enforcement proceeding shall have been commenced
by any creditor upon such judgment or (ii) such judgment remains undischarged
and unbonded for a period (during which execution shall not be effectively
stayed) of 60 days, provided that the aggregate of all such judgments
exceeds $25,000,000;


 


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


 


(i)                                     commences a
voluntary case or proceeding,


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(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


 


49

















 


Section 801 or 1004) after
receipt of the notice.  The notice must
specify the Default, demand that it be remedied and state that the notice
is a “Notice of Default.”  Such notice
to the Company shall be given by the Trustee if so requested in writing by the
Holders of 25% of the principal amount of the Securities then Outstanding.


 


Section
502.  Acceleration of Maturity;
Rescission.


 


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


 


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


 


Notwithstanding the preceding paragraph, in the event of a declaration
of acceleration in respect of the Securities because an Event of Default
specified in Section 501(d) 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


 


50

















 


other person who hereafter
becomes an agent under the Bank Credit Agreement, provided the Trustee has been
notified by the Company or the Banks of the names and mailing addresses of such
persons.


 


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


 


The Company
covenants that if


 


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


 


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


 


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


 


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


 


If an Event of
Default occurs and is continuing, the Trustee may in its discretion 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.


 


51

















 


Section
504.  Trustee May File Proofs of Claim.


 


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


 


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


 


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


 


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


 


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


 


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


 


52

















 


Section 506. 
Application of Money Collected.


 


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


 


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


 


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


 


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


 


Section
507.  Limitation on Suits.


 


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


 


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


 


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


 


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


 


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


 


(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;


 


53

















 


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


 


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


 


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


 


Section
509.  Restoration of Rights and Remedies.


 


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


 


Section
510.  Rights and Remedies Cumulative.


 


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


 


Section
511.  Delay or Omission Not Waiver.


 


No delay or omission of the Trustee or of any Holder of any Security to
exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or 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.


 


54

















 


Section
512.  Control by Holders.


 


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


 


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


 


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


 


Section
513.  Waiver of Past Defaults.


 


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


 


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


 


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


 


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


 


Section
514.  Undertaking for Costs.


 


All parties to
this Indenture agree, and each Holder of any Security by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require,
in any suit for the enforcement of any right or remedy under this Indenture, or
in any suit against the Trustee for any action taken, suffered or omitted by it
as Trustee, the filing by any party litigant in such suit of an undertaking to
pay the costs of such suit, and that such court may in its 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


 


55

















 


group of Holders, holding in
the aggregate more than 10% in principal amount of the Securities then
Outstanding, voting together as a single class, or to any suit instituted by
any Holder for the enforcement of the payment of the principal of or interest
on any Security on or after the respective Stated Maturities expressed in such
Security; provided that neither this Section 514 nor the Trust Indenture
Act shall be deemed to authorize any court to require such an undertaking or to
make such an assessment in any suit instituted by the Company.


 


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


 


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


 


ARTICLE SIX


 


THE TRUSTEE


 


Section 601. 
Certain Duties and Responsibilities.


 


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


 


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


 


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


 


(b)                                 In case an Event of
Default has occurred and is continuing, the Trustee


 


56

















 


shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
his or her own affairs.


 


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


 


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


 


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


 


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


 


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


 


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


 


Section
602.  Certain Rights of Trustee.


 


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


 


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


 


57

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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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.


 


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:


 


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(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.


 


Section
607.  Conflicting Interests.


 


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


 


(b)                                 The indenture, dated
as of April 6, 2004, for the Company’s 8% Senior Notes due 2012 shall be
deemed to be specifically described herein for the purposes of clause (i) of
the first proviso contained in Section 310(b) of the Trust Indenture Act.


 


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Section
608.  Corporate Trustee Required;
Eligibility.


 


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


 


Section
609.  Resignation and Removal;
Appointment of Successor.


 


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


 


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


 


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


 


(d)                                 If
at any time:


 


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


 


(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


 


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or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation,


 


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


 


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


 


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


 


Section
610.  Acceptance of Appointment by
Successor.


 


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


 


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powers and trusts.


 


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


 


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


 


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


 


Section 612. 
Preferential Collection of Claims Against Company.


 


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


 


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


 


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


 


Section
614.  Notice of Defaults.


 


Within 90 days
after the occurrence of any Default, the Trustee shall transmit by mail to all
Holders, as their names and addresses appear in the Security Register, notice
of such Default hereunder actually known to a Responsible Officer of the
Trustee, unless such


 


63

















 


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


 


ARTICLE SEVEN


 


HOLDERS’ LISTS AND
REPORTS BY TRUSTEE AND COMPANY


 


Section
701.  Disclosure of Names and Addresses
of Holders.


 


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


 


Section
702.  Reports by Trustee.


 


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


 


Section 703. 
Reports by Company.


 


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


 


64

















 


periodic
information, documents and reports which may be required pursuant to Section 13
of the Exchange Act in respect of a security listed and registered on a
national securities exchange as may be prescribed from time to time in such
rules and regulations; delivery of such reports, information and documents to
the Trustee is for informational purposes only and the Trustee’s receipt of
such shall not constitute constructive notice of any information contained
therein or determinable from information contained therein, including the
Company’s compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers’ Certificates);


 


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


 


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


 


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


 


65

















 


Columbia and
shall assume by supplemental indenture hereto all the obligations of the
Company under the Securities and this Indenture;


 


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


 


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


 


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


 


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


 


Section 802. 
Successor Substituted.


 


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


 


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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 1101, 1102 and 1103.


 


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


 


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


 


Section 902. 
Supplemental Indentures with Consent of Holders.


 


With the
consent of the Holders of not less than a majority in aggregate principal
amount of the Securities then Outstanding, voting together as a single class,
by Act of such Holders delivered to the Company and the Trustee, the Company,
when authorized by a Board Resolution, and the Trustee may enter into one or
more indentures supplemental


 


67

















 


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.


 


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


 


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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.


 


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.


 


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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:


 


(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


 


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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.


 


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


 


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


 


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


 


Section 1007.  Limitation on Indebtedness.


 


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


 


Section
1008.  Limitation on Liens.


 


The Company
shall not, and shall not permit any Restricted Subsidiary to, directly or
indirectly, create, incur, assume or suffer to exist any Lien of any kind,
except for Permitted 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


 


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continuing or shall occur as a
consequence of such Restricted Payment or (b) immediately after giving effect
to such Restricted Payment, the aggregate of all Restricted Payments that shall
have been made on or after July 1, 1988 would exceed the sum of:


 


(a)                                  $25,000,000,
plus


 


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


 


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


 


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


 


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


 


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this Section 1009, such
Restricted Payment shall be deemed to have been made in compliance with this
Section 1009 notwithstanding any subsequent adjustments made in good faith to
the Company’s financial statements affecting Cumulative Cash Flow Credit or Cumulative
Interest Expense for any period.


 


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


 


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


 


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


 


Section 1011.  Transactions with Affiliates.


 


The Company
shall not, and shall not permit any of its Subsidiaries to, sell, lease,
transfer or otherwise dispose of any of its properties or assets to or purchase
any property or assets from, or enter into any contract, agreement,
understanding, loan, advance or guarantee with, or for the benefit of, an
Affiliate of the Company that is not a Subsidiary, having a value, or for
consideration having a value, in excess of $25,000,000 individually or in the
aggregate unless the Board of Directors shall make a good faith determination
that the terms of such transaction are, taken as a whole, no less favorable to
the Company or such Subsidiary, as the case may be, than those which might be
available in a comparable transaction with an unrelated Person.  For purposes of clarification, this Section 1011
shall not apply to any Restricted Payments permitted by Section 1009.


 


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


 


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to each Holder of the
Securities and file with the Trustee (i) within 140 days after the end of
each fiscal year, annual reports containing the information required to be
contained in Items 1, 2, 3, 6, 7, 8 and 9 of Form 10-K promulgated under the
Exchange Act, or substantially the same information required to be contained in
comparable items of any successor form, and (ii) within 75 days after the end
of each of the first three fiscal quarters of each fiscal year, quarterly
reports containing the information required to be contained in Form 10-Q
promulgated under the Exchange Act, or substantially the same information
required to be contained in any successor form.


 


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


 


Section
1013.  Statement as to Compliance.


 


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


 


Section
1014.  Waiver of Certain Covenants.


 


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


 


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and the action which the
Company proposes to take with respect thereto.


 


ARTICLE ELEVEN


 


DEFEASANCE AND
COVENANT DEFEASANCE


 


Section
1101.  Option to Effect Defeasance or
Covenant Defeasance.


 


The Company
may, at its option by Board Resolution, at any time, with respect to the
Securities, elect to have either Section 1102 or Section 1103 be applied to all
Outstanding Securities upon compliance with the conditions set forth below in
this Article Eleven.


 


Section 1102.  Defeasance and Discharge.


 


Upon the
Company’s exercise under Section 1101 of the option applicable to this Section
1102, the Company shall be deemed to have been discharged from its obligations
with respect to all Outstanding Securities on the date the conditions set forth
below are satisfied (hereinafter, “defeasance”).  For this purpose, such defeasance means that the Company shall be
deemed to have paid and discharged the entire indebtedness represented by the
Outstanding Securities, which shall thereafter be deemed to be “Outstanding”
only for the purposes of Section 1105 and the other Sections of this Indenture referred
to in (A) and (B) below, and to have satisfied all its other obligations under
such Securities and this Indenture (and the Trustee, on demand of and at
the expense of the Company, shall execute proper instruments acknowledging the
same), except for the following which shall survive until otherwise terminated
or discharged hereunder:  (A) the
rights of Holders of Outstanding Securities to receive solely from the trust
fund described in Section 1104 and as more fully set forth in such
Section, payments in respect of the principal of and interest on such
Securities when such payments are due, (B) the Company’s obligations with
respect to such Securities under Sections 304, 305, 306, 1002 and 1003, (C) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and the
Company’s obligations in connection therewith and (D) this Article
Twelve.  Subject to compliance with this
Article Eleven, the Company may exercise its option under this Section
1102 notwithstanding the prior exercise of its option under Section 1103 with
respect to the Securities.


 


Section
1103.  Covenant Defeasance.


 


Upon the
Company’s exercise under Section 1101 of the option applicable to this Section
1103, the Company shall be released from its obligations under any covenant
contained in Article Eight and in Sections 1004 through 1012 with respect to
the Outstanding Securities on and after the date the conditions set forth below
are satisfied (hereinafter, “covenant defeasance”), and the Securities shall
thereafter be deemed to be not “Outstanding”


 


76

















 


for the purposes of any
direction, waiver, consent or declaration or Act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed “Outstanding” for all other purposes hereunder (it being
understood that such Securities shall not be deemed Outstanding for financial
accounting purposes).  For this purpose,
such covenant defeasance means that, with respect to the Outstanding
Securities, the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such covenant or by reason of any reference in any such covenant to any
other provision herein or in any other document and such omission to comply
shall not constitute a default or an Event of Default under Section
501(c), but, except as specified above, the remainder of this Indenture
and such Securities shall be unaffected thereby.  In addition, upon the Company’s exercise under
Section 1101 of the option applicable to Section 1103, Sections 501(c)
through 501(e) shall not constitute Events of Default.


 


Section
1104.  Conditions to Defeasance or
Covenant Defeasance.


 


The following
shall be the conditions to application of either Section 1102 or Section 1103
to the Outstanding Securities:


 


(1)                                  The
Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee satisfying the requirements of Section 608 who
shall agree to comply with the provisions of this Article Eleven applicable to
it) as trust funds in trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of such Securities, (A) cash in U.S. Dollars in an amount, or
(B) U.S. Government Obligations (as defined below) which through the
scheduled payment of principal and interest in respect thereof in accordance
with their terms shall provide, not later than one day before the due date of
any payment, cash in U.S. Dollars in an amount, or (C) a combination
thereof, sufficient, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to
the Trustee, to pay and discharge and which shall be applied by the Trustee (or
other qualifying trustee) to pay and discharge, (i) the principal of and
interest on the Outstanding Securities on the Stated Maturity of such principal
or installment of principal or interest and (ii) any mandatory sinking
fund payments or analogous payments applicable to the Outstanding Securities on
the day on which such payments are due and payable in accordance with the terms
of this Indenture and of such Securities; provided that the Trustee
shall have been irrevocably instructed to apply such money or the proceeds of
such U.S. Government Obligations to said payments with respect to the
Securities.  For this purpose, “U.S.
Government Obligations’ means securities that are (x) direct obligations of the
United States of America for the timely payment of which its full faith and
credit is pledged or (y) obligations of a Person controlled or supervised by and
acting as an agency or instrumentality of the United


 


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States of
America the timely payment of which is unconditionally guaranteed as a full
faith and credit obligation by the United States of America, which, in either
case, are not callable or redeemable at the option of the issuer thereof, and
shall also include a depository receipt issued by a bank (as defined in
Section 3(a)(2) of the Securities Act of 1933, as amended), as custodian
with respect to any such U.S. Government Obligation or a specific payment of
principal of or interest on any such U.S. Government Obligation held by such
custodian for the account of the holder of such depository receipt; provided
that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the U.S. Government
Obligation or the specific payment of principal of or interest on the U.S.
Government Obligation evidenced by such depository receipt.


 


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


 


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


 


(4)                                  In
the case of an election under Section 1102, the Company shall have delivered
to the Trustee an Opinion of Counsel in the United States stating that
(x) the Company has received from, or there has been published by, the
Internal Revenue Service a ruling or (y) since April 6, 2004, there has
been a change in the applicable federal income tax law, in either case, to the
effect that, and based thereon such opinion shall confirm that, the Holders of
the Outstanding Securities will not recognize income, gain or loss for federal
income tax purposes as a result of such defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such defeasance had not occurred.


 


(5)                                  In
the case of an election under Section 1103, the Company shall have
delivered to the Trustee an Opinion of Counsel in the United States to the
effect that the Holders of the Outstanding Securities will not recognize
income, gain or loss for federal income tax purposes as a result of such
covenant defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case
if such covenant defeasance had not occurred.


 


(6)                                  In
the case of an election under either Section 1102 or 1103, the Company
shall represent to the Trustee that the deposit made by the Company pursuant to
its election under Section 1102 or 1103 was not made by the Company with the
intent of preferring the Holders over other creditors of the Company or with
the


 


78

















 


intent of
defeating, hindering, delaying or defrauding creditors of the Company or
others.


 


(7)                                  The
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel in the United States, each stating that all conditions
precedent provided for relating to either the defeasance under
Section 1102 or the covenant defeasance under Section 1103 (as the
case may be) have been complied with.


 


Section 1105.  Deposited Money and U.S. Government
Obligations to Be Held in Trust; Other Miscellaneous Provisions.


 


Subject to the
provisions of the last paragraph of Section 1003, all money and U.S. Government
Obligations (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee, collectively for purposes of this Section 1105, the
“Trustee”) pursuant to Section 1104 in respect of the Outstanding Securities
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Securities and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the Holders of such Securities of all
sums due and to become due thereon in respect of principal and interest, but
such money need not be segregated from other funds except to the extent
required by law.  Money and U.S.
Government Obligations so held in trust are not subject to Article Eleven.


 


The Company
shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the cash or U.S. Government Obligations
deposited pursuant to Section 1104 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of the Outstanding Securities.


 


Anything in
this Article Eleven to the contrary notwithstanding, the Trustee shall deliver
or pay to the Company from time to time upon Company Request any money
or U.S. Government Obligations held by it as provided in Section 1104
which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee (which may be the opinion delivered under Section 1104(1)), are in
excess of the amount thereof which would then be required to be deposited to
effect an equivalent defeasance or covenant defeasance.


 


Section 1106.  Reinstatement.


 


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


 


79

















 


accordance with Section 1102 or
1103, as the case may be; provided, however, that, if the Company
makes any payment of principal of or interest on any Security following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Securities to receive such payment from the money held
by the Trustee or Paying Agent.


 


* * * * *


 


80

















 


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.


 


81

















 


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


 


	
   

  	
  CABLEVISION SYSTEMS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
					



 

















 


	
   

  	
  THE BANK OF NEW YORK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 

















 


EXHIBIT A


 


RESTRICTED SUBSIDIARIES


 


 


CSC Holdings, Inc.


151 Fulton Street Corporation


1047 E 46th Street Corporation


2234 Fulton Street Corporation


A-R Cable Services - NY, Inc.


Arsenal MSub 2 Inc.


Cablevision Area 9 Corporation


Cablevision Digital Development, LLC


Cablevision Fairfield Corporation


Cablevision Lightpath, Inc.


Cablevision Lightpath – CT, Inc.


Cablevision Lightpath – NJ, Inc.


Cablevision Lightpath – NY, Inc.


Cablevision of Brookhaven, Inc.


Cablevision of Brookline, Inc.


Cablevision of Cleveland G.P., Inc.


Cablevision of Cleveland L.P., Inc.


Cablevision of Cleveland, L.P.


Cablevision of Connecticut Corporation


Cablevision of Connecticut Limited Partnership


Cablevision of Hudson County, Inc.


Cablevision of Litchfield, Inc.


Cablevision of Monmouth, Inc.


Cablevision of New Jersey, Inc.


Cablevision of Newark


Cablevision of Oakland, LLC


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


Cablevision of Paterson, LLC


Cablevision of Rockland/Ramapo, LLC


Cablevision of Southern Westchester, Inc.


Cablevision of the Midwest Holding, Inc.


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


Cablevision of Warwick, LLC


Cablevision Systems Brookline Corporation


Cablevision Systems Dutchess Corporation


Cablevision Systems East Hampton Corporation


Cablevision Systems Great Neck Corporation


Cablevision Systems Huntington Corporation


Cablevision Systems Islip Corporation


 

















 


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