Exhibit 4.1


 


EXECUTION COPY




 





 


 


CABLEVISION SYSTEMS CORPORATION


 


Issuer,


 


to


 


THE BANK OF NEW YORK,


 


Trustee


 


 


Indenture


 


Dated as of April 6, 2004


 


 


$1,000,000,000


 


8% Senior Notes due 2012




8% Series B Senior Notes due 2012


 




 





 

















 


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”

  	
   

  
	
  “Adjusted Treasury Rate”

  	
   

  
	
  “Affiliate”

  	
   

  
	
  “Agent Members”

  	
   

  
	
  “Annualized Operating Cash Flow”

  	
   

  
	
  “Average Life”

  	
   

  
	
  “Bank Credit Agreement”

  	
   

  
	
  “Banks”

  	
   

  
	
  “Board of Directors”

  	
   

  
	
  “Board Resolution”

  	
   

  
	
  “Book-Entry Security”

  	
   

  
	
  “Business Day”

  	
   

  
	
  “Capital Stock”

  	
   

  
	
  “Capitalized Lease Obligation”

  	
   

  
	
  “Cash Flow Ratio”

  	
   

  
	
  “Commission”

  	
   

  
	
  “Common Stock”

  	
   

  
	
  “Company”

  	
   

  
	
  “Company Request” or “Company Order”

  	
   

  
	
  “Comparable Treasury Issue”

  	
   

  
	
  “Comparable Treasury Price”

  	
   

  
	
  “Consolidated Net Tangible Assets”

  	
   

  
	
  “Corporate Trust Office”

  	
   

  
	
  “corporation”

  	
   

  
	
  “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 Payment Date”

  	
   

  
	
  “Interest Swap Obligations”

  	
   

  
	
  “Investment”

  	
   

  
	
  “Lease”

  	
   

  
	
  “Lien”

  	
   

  
	
  “Liquidated Damages”

  	
   

  
	
  “Mandatorily Redeemable Preferred Stock”

  	
   

  
	
  “Maturity”

  	
   

  
	
  “Officers’ Certificate”

  	
   

  
	
  “Operating Cash Flow”

  	
   

  
	
  “Opinion of Counsel”

  	
   

  
	
  “Outstanding”

  	
   

  
	
  “Paying Agent”

  	
   

  
	
  “Permitted Liens”

  	
   

  
	
  “Person”

  	
   

  
	
  “Physical Security”

  	
   

  
	
  “Predecessor Security”

  	
   

  
	
  “Preferred Stock”

  	
   

  
	
  “Qualified Institutional Buyer” or “QIB”

  	
   

  
	
  “Quotation Agent”

  	
   

  
	
  “Receivables and Related Assets”

  	
   

  
	
  “Redemption Date”

  	
   

  
	
  “Redemption Price”

  	
   

  
	
  “Reference Treasury Dealer”

  	
   

  
	
  “Reference Treasury Dealer Quotations”

  	
   

  
	
  “Refinancing Indebtedness”

  	
   

  
	
  “Registered Securities”

  	
   

  
	
  “Registration Rights Agreement”

  	
   

  
	
  “Regular Record Date”

  	
   

  
	
  “Regulation S Global Security”

  	
   

  
	
  “Responsible Officer”

  	
   

  
	
  “Restricted Payment”

  	
   

  
	
  “Restricted Security”

  	
   

  
	
  “Restricted Subsidiary”

  	
   

  



 

















 


	
  “Rule 144A Global Security”

  	
   

  
	
  “Securities Act”

  	
   

  
	
  “Securities Issue Date”

  	
   

  
	
  “Securitization Subsidiary”

  	
   

  
	
  “Security” and “Securities”

  	
   

  
	
  “Security Register” and “Security
  Registrar”

  	
   

  
	
  “Senior Indebtedness”

  	
   

  
	
  “Shelf Registration Statement”

  	
   

  
	
  “Special Record Date”

  	
   

  
	
  “Stated Maturity”

  	
   

  
	
  “Stock Payment”

  	
   

  
	
  “subsidiary”

  	
   

  
	
  “Subsidiary”

  	
   

  
	
  “Trust Indenture Act”

  	
   

  
	
  “Trustee”

  	
   

  
	
  “Unrestricted Subsidiary”

  	
   

  
	
  “Voting Stock”

  	
   

  
	
  Section 102. Other Definitions

  	
   

  
	
  Section 103. Compliance Certificates and
  Opinions

  	
   

  
	
  Section 104. Form of Documents Delivered to
  Trustee

  	
   

  
	
  Section 105. Acts of Holders

  	
   

  
	
  Section 106. Notices, Etc. to Trustee and Company

  	
   

  
	
  Section 107. Notice to Holders; Waiver

  	
   

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

  	
   

  
	
  Section 109. Effect of Headings and Table of Contents

  	
   

  
	
  Section 110. Successors and Assigns

  	
   

  
	
  Section 111. Separability Clause

  	
   

  
	
  Section 112. Benefits of Indenture

  	
   

  
	
  Section 113. Governing Law

  	
   

  
	
  Section 114. Legal Holidays

  	
   

  
	
  Section 115. No Recourse Against Others

  	
   

  
	
  ARTICLE TWO SECURITY FORMS

  	
   

  
	
  Section 201. Forms Generally; Incorporation of Form in Indenture

  	
   

  
	
  Section 202. Form of Face of Security

  	
   

  
	
  Section 203. Form of Reverse of Security

  	
   

  
	
  Section 204. Form of Trustee’s Certificate of Authentication

  	
   

  
	
  Section 205. Form of Legend on Restricted Securities

  	
   

  
	
  Section 206. Form of Legend for Book-Entry Securities

  	
   

  
	
  ARTICLE THREE THE SECURITIES

  	
   

  
	
  Section 301. Title and Terms

  	
   

  
	
  Section 302. Denominations

  	
   

  
	
  Section 303. Execution, Authentication, Delivery and Dating

  	
   

  
	
  Section 304. Temporary Securities

  	
   

  
	
  Section 305. Registration, Registration of Transfer and Exchange

  	
   

  
	
  Section 306. Mutilated, Destroyed, Lost and Stolen Securities

  	
   

  



 

















 


	
  Section 307. Payment of Interest; Interest Rights Preserved

  	
   

  
	
  Section 308. Persons Deemed Owners

  	
   

  
	
  Section 309. Cancellation

  	
   

  
	
  Section 310. Computation of Interest

  	
   

  
	
  Section 311. Registration Rights of Holders of Initial Securities

  	
   

  
	
  Section 312. CUSIP Numbers

  	
   

  
	
  Section 313. Book-Entry Provisions for Global Securities

  	
   

  
	
  Section 314. Special Transfer Provisions

  	
   

  
	
  ARTICLE FOUR SATISFACTION AND DISCHARGE

  	
   

  
	
  Section 401. Satisfaction and Discharge of Indenture

  	
   

  
	
  Section 402. Application of Trust Money

  	
   

  
	
  ARTICLE FIVE REMEDIES

  	
   

  
	
  Section 501. Events of Default

  	
   

  
	
  Section 502. Acceleration of Maturity; Rescission

  	
   

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

  	
   

  
	
  Section 504. Trustee May File Proofs of Claim

  	
   

  
	
  Section 505. Trustee May Enforce Claims Without Possession of
  Securities

  	
   

  
	
  Section 506. Application of Money Collected

  	
   

  
	
  Section 507. Limitation on Suits

  	
   

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

  	
   

  
	
  Section 509. Restoration of Rights and Remedies

  	
   

  
	
  Section 510. Rights and Remedies Cumulative

  	
   

  
	
  Section 511. Delay or Omission Not Waiver

  	
   

  
	
  Section 512. Control by Holders

  	
   

  
	
  Section 513. Waiver of Past Defaults

  	
   

  
	
  Section 514. Undertaking for Costs

  	
   

  
	
  Section 515. Waiver of Stay, Extension or Usury Laws

  	
   

  
	
  ARTICLE SIX THE TRUSTEE

  	
   

  
	
  Section 601. Certain Duties and Responsibilities.

  	
   

  
	
  Section 602. Certain Rights of Trustee

  	
   

  
	
  Section 603. Not Responsible for Recitals or Issuance of Securities

  	
   

  
	
  Section 604. May Hold Securities

  	
   

  
	
  Section 605. Money Held in Trust

  	
   

  
	
  Section 606. Compensation and Reimbursement

  	
   

  
	
  Section 607. Conflicting Interests

  	
   

  
	
  Section 608. Corporate Trustee Required; Eligibility

  	
   

  
	
  Section 609. Resignation and Removal; Appointment of Successor

  	
   

  
	
  Section 610. Acceptance of Appointment by Successor

  	
   

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

  	
   

  
	
  Section 612. Preferential Collection of Claims Against Company

  	
   

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

  	
   

  
	
  Section 614. Notice of Defaults

  	
   

  
	
  ARTICLE SEVEN HOLDERS’ LISTS AND REPORTS BY
  TRUSTEE AND COMPANY

  	
   

  
	
  Section 701. Disclosure of Names and Addresses of Holders

  	
   

  
	
  Section 702. Reports by Trustee

  	
   

  



 

















 


	
  Section 703. Reports by Company

  	
   

  
	
  ARTICLE EIGHT CONSOLIDATION, MERGER,
  CONVEYANCE, TRANSFER OR LEASE

  	
   

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

  	
   

  
	
  Section 802. Successor Substituted

  	
   

  
	
  ARTICLE NINE SUPPLEMENTAL INDENTURES

  	
   

  
	
  Section 901. Supplemental Indentures Without Consent of Holders

  	
   

  
	
  Section 902. Supplemental Indentures with Consent of Holders

  	
   

  
	
  Section 903. Execution of Supplemental Indentures

  	
   

  
	
  Section 904. Effect of Supplemental Indentures

  	
   

  
	
  Section 905. Conformity with Trust Indenture Act

  	
   

  
	
  Section 906. Reference in Securities to Supplemental Indentures

  	
   

  
	
  ARTICLE TEN COVENANTS

  	
   

  
	
  Section 1001. Payment of Principal and
  Interest

  	
   

  
	
  Section 1002. Maintenance of Office or
  Agency

  	
   

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

  	
   

  
	
  Section 1004. Corporate Existence

  	
   

  
	
  Section 1005. Payment of Taxes and Other
  Claims

  	
   

  
	
  Section 1006. Maintenance of Properties

  	
   

  
	
  Section 1007. Limitation on Indebtedness

  	
   

  
	
  Section 1008. Limitation on Liens

  	
   

  
	
  Section 1009. Limitation on Restricted
  Payments

  	
   

  
	
  Section 1010. Limitation on Investments in
  Unrestricted Subsidiaries and Affiliates

  	
   

  
	
  Section 1011. Transactions with Affiliates

  	
   

  
	
  Section 1012. Provision of Financial
  Statements

  	
   

  
	
  Section 1013. Statement as to Compliance

  	
   

  
	
  Section 1014. Waiver of Certain Covenants

  	
   

  
	
  Section 1015. Statement by Officers as to
  Default

  	
   

  
	
  ARTICLE ELEVEN REDEMPTION OF SECURITIES

  	
   

  
	
  Section 1101. Notices to Trustee

  	
   

  
	
  Section 1102. Selection of Securities to Be
  Redeemed

  	
   

  
	
  Section 1103. Notice of Redemption

  	
   

  
	
  Section 1104. Effect of Notice of
  Redemption

  	
   

  
	
  Section 1105. Deposit of Redemption Price

  	
   

  
	
  Section 1106. Securities Redeemed in Part

  	
   

  
	
  Section 1107. Optional Redemption

  	
   

  
	
  ARTICLE TWELVE DEFEASANCE AND COVENANT
  DEFEASANCE

  	
   

  
	
  Section 1201. Option to Effect Defeasance
  or Covenant Defeasance

  	
   

  
	
  Section 1202. Defeasance and Discharge

  	
   

  
	
  Section 1203. Covenant Defeasance

  	
   

  
	
  Section 1204. Conditions to Defeasance or
  Covenant Defeasance

  	
   

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

  	
   

  
	
  Section 1206. Reinstatement

  	
   

  



 

















 


	
  TESTIMONIUM

  	
   

  
	
   

  	
   

  
	
  SIGNATURES
  AND SEALS

  	
   

  
	
   

  	
   

  
	
  ACKNOWLEDGMENTS

  	
   

  
	
   

  	
   

  
	
  EXHIBIT A 
  List of Restricted Subsidiaries

  	
   

  
	
   

  	
   

  
	
  EXHIBIT B 
  Form of Registration Rights Agreement

  	
   

  



 

















 


INDENTURE
dated as of April 6, 2004 between 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 8% Senior Notes due 2012
(hereinafter called the “Initial Securities”) and its 8% Series B Senior Notes
due 2012 (the “Exchange Securities,” and together with the Initial Securities
and any Additional Securities, the “Securities”), of substantially the tenor
and amount hereinafter set forth, and to provide therefor the Company has duly
authorized the execution and delivery of this Indenture;


 


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


 


NOW,
THEREFORE, THIS INDENTURE WITNESSETH:


 


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


 


ARTICLE ONE



DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section
101.  Definitions.


 


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


 


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


 


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


 


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


 

















 


except as
otherwise herein expressly provided, the term “generally accepted accounting
principles” with respect to any computation required or permitted hereunder
shall mean such accounting principles as were generally accepted in the United
States as of August 15, 1997; and


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“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.


 


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


 


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


 


3

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


4

















 


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


 


“Corporate Trust Office” means the office of
the Trustee at which at any particular time its corporate trust business shall
be principally administered, which office on the date hereof is located at
101 Barclay Street, 8th Floor West, New York, New York 10286.


 


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


 


“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 


 


5

















 


accordance with generally
accepted accounting principles, including interest expense attributable to
Capitalized Lease Obligations.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


6

















 


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


 


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


 


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


 


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


 


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


 


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


 


“Indebtedness” with
respect to any Person means the Debt of such Person; provided that,
for purposes of the definition of “Indebtedness” (including the term “Debt” to
the extent incorporated in such definition) and for purposes of the definition
of Event of 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 Citigroup Global Markets Inc., Banc of America Securities LLC, Bear,
Stearns & Co. Inc., Morgan Stanley & Co. Incorporated, Deutsche Bank
Securities Inc., BNY Capital Markets, Inc., Barclays Capital Inc., Dresdner
Kleinwort Wasserstein Securities LLC, Mizuho International plc, SG Cowen
Securities Corporation and Sun Trust Capital Markets, Inc.


 


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


 


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


 


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


 


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


 


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


 


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


 


8

















 


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


 


“Mandatorily
Redeemable Preferred Stock” means the 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.


 


9

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Permitted Liens”
means the following types of Liens:


 


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


 


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


 


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


 


10

















 


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


 


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


 


(f)            Liens securing the
Securities;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


11

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Predecessor Security”
of any particular Security means every previous Security evidencing all or a
portion of the same debt as that evidenced by such particular Security; and,
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.


 


12

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Registered Securities”
means Securities issued or sold in a transaction pursuant to an effective
registration statement under the Securities Act of 1933, as amended, as 


 


13

















 


contemplated in the Registration Rights
Agreement, and any Exchange Security subsequently issued in exchange for or
upon transfer of any such Security.


 


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


 


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


 


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


 


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


 


“Restricted Payment”
means:


 


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


 


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


 


14

















 


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 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, 


 


15

















 


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 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.


 


16

















 


“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.


 


“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).


 


17

















 


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 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


 


18

















 


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


 


Section
104.  Form of Documents Delivered to
Trustee.


 


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


 


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


 


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


 


Section
105.  Acts of Holders.


 


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


 


19

















 


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


 


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


 


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


 


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


 


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:  


 


20

















 


Secretary, or
at any other address previously furnished in writing to the Trustee by the
Company.


 


Section 107.  Notice to Holders; Waiver.


 


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


 


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


 


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


 


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


 


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


 


21

















 


Section 111.  Separability Clause.


 


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


 


Section 112.  Benefits of Indenture.


 


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


 


Section 113.  Governing Law.


 


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


 


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


 


Section 114.  Legal Holidays.


 


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


 


Section 115.  No Recourse Against Others.


 


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


 


22

















 


ARTICLE TWO



SECURITY FORMS


 


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


 


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


 


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


 


Section 202.  Form of Face of Security.


 


CABLEVISION SYSTEMS CORPORATION


 


8% [Series B]*
Senior Notes due 2012


 


	
  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 15, 2012, at
the office or agency of the Company referred to below, and to pay interest
thereon on [   ]**, and semiannually thereafter,
on April 15 and October 15 in each year from the Securities Issue Date or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for at the rate of 8% per annum until the principal hereof is paid or
duly provided for, and (to the extent lawful) to pay on demand interest on any
overdue interest at the rate borne by the Securities from the date of the
Interest Payment Date on which such overdue interest becomes payable to the
date payment of such interest has been made or duly provided for.


 












 


*              Include
only for Exchange Securities.


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


 


23

















 


[The Holder of
this Security is entitled to the benefits of the Registration Rights Agreement,
dated April 6, 2004 (the “Registration Rights Agreement”), between the Company
and the Initial Purchasers named therein. 
In the event that an exchange offer (the “Exchange Offer”) for this Initial
Security is not consummated or a registration statement under the Securities
Act with respect to resales of this Security (the “Shelf Registration
Statement”) is not declared effective by the Commission on or prior to May 11,
2005, in either case, in accordance with the Registration Rights Agreement, the
aforesaid interest rate borne by this Security shall be increased by
one-quarter of one percent per annum for the first 90 days following May 11,
2005. Such interest rate shall increase by an additional one-quarter of one
percent per annum thereafter, up to a maximum aggregate increase of one half of
one percent per annum.  Upon the
consummation of the Exchange Offer or the effectiveness of a Shelf Registration
Statement, as the case may be, the interest rate borne by this Security shall
be reduced to 8% per annum.]***


 


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


 


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


 












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


 


24

















 


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

  	
   

  	
   

  
				



 


25

















 


Section 203.  Form of Reverse of Security.


 


This Security
is one of a duly authorized issue of securities of the Company designated as
its 8% [Series B]* Senior Notes due 2012 (herein called the “Securities”),
which may be issued under an indenture (herein called the “Indenture”)
dated as of April 6, 2004, between the Company and The Bank of New York,
trustee (herein called the “Trustee”, which term includes any successor
trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties, obligations and immunities thereunder of
the Company, the Trustee, the holders of the Senior Indebtedness and the
Holders of the Securities, and of the terms upon which the Securities are, and
are to be, authenticated and delivered. 
This Security is one of the series designated on the face hereof,
initially limited in aggregate principal amount to $1,000,000,000; 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 8% Series B Senior Notes due 2012 (herein called the “Exchange
Securities”), issued under the Indenture. 
Unless the context otherwise requires, the Securities and Exchange
Securities shall constitute one series for all purposes under the Indenture,
including without limitation amendments and waivers.]**


 


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


 












*              Include
only for Exchange Securities.


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


 


26

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


27

















 


Securities, but the Company may require
payment of a sum sufficient to pay all documentary, stamp or similar issue or
transfer taxes or other governmental charges payable in connection with any
registration of transfer or exchange.


 


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


 


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


 


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


 


Certificate of Transfer***


 


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


 


 


 


(Please typewrite or print name and taxpayer
identification number)


 


 


 


(Please typewrite or print address)


 


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


 


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


 


 












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


 


28

















 


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


 


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


 


Dated:


	
  Signature

  	
   

  	
   

  



 


 


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


 


29

















 


	
  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, 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, 


 


30

















 


REGISTRATION AS SET FORTH BELOW. 
BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT
(A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT (“RULE 144A”)), OR (B) IT IS NOT A U.S. PERSON AND IS
ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION, (2) AGREES TO OFFER, SELL,
PLEDGE OR OTHERWISE TRANSFER SUCH SECURITY PRIOR TO THE DATE WHICH IS TWO YEARS
AFTER THE ORIGINAL ISSUE HEREOF ONLY (A) TO THE COMPANY, (B) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE
144A TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS
DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (D) OUTSIDE THE UNITED STATES PURSUANT
TO OFFERS AND SALES TO NON-U.S. PERSONS IN AN OFFSHORE TRANSACTION PURSUANT TO
REGULATION S UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT OR (E) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY
SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF
AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO
EACH OF THEM.


 


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


 


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


 


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


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK 10041) TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND SUCH
CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS 


 


31

















 


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 $1,000,000,000 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 ”8% Senior Notes due 2012” and the Exchange Securities shall be
known and designated as the “8% Series B Senior Notes due 2012” of the
Company.  Their Stated Maturity shall be
April 15, 2012, and they shall bear interest at the rate of 8% per annum
(except as otherwise provided for in the form of Security) from the relevant
Securities Issue Date, or the most recent Interest Payment Date to which
interest has been paid or duly provided for on a given Security or a Security
surrendered in exchange for such Security, as the case may be, payable on the
relevant Initial Interest Payment Date (as defined below) and semiannually
thereafter on April 15 and October 15 of each year and at said Stated Maturity,
until the principal thereof is paid or duly provided for.  The term “Initial Interest Payment Date”
means (a) with respect to any Security other than the Initial Securities, the
first April 15 or October 15 occurring after the Securities Issue Date for such
Security and (b) with respect to each Initial Security, October 15, 2004.  The Initial Securities, the Exchange
Securities and any Additional Securities issued hereunder shall rank pari
passu.


 


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


 


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


 


At the
election of the Company, the entire indebtedness represented by the Securities
or certain of the Company’s obligations and covenants and certain Events of
Default 


 


32

















 


thereunder may be defeased as provided in
Article Twelve.


 


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


 


Section 302.  Denominations.


 


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


 


Section 303.  Execution, Authentication, Delivery and
Dating.


 


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


 


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


 


The Trustee
shall (upon Company Order) authenticate and deliver (a) the Initial Securities
for original issue in an aggregate principal amount of up to $1,000,000,000,
(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


 


33

















 


the Trustee pursuant to Article Eight, any of
the Securities authenticated or delivered prior to such consolidation,
merger, conveyance, transfer, Lease or other disposition may, from time to
time, at the request of the successor Person, be exchanged for other Securities
executed in the name of the successor Person with such changes in phraseology
and form as may be appropriate, but otherwise in substance of like tenor as the
Securities surrendered for such exchange and of like principal amount; and the
Trustee, upon written order of the successor Person, shall authenticate and
deliver Securities as specified in such request for the purpose of such
exchange.  If Securities shall at any
time be authenticated and delivered in any new name of a successor Person
pursuant to this Section 303 in exchange or substitution for or upon
registration of transfer of any Securities, such successor Person, at the
option of any Holder but without expense to such Holder, shall provide for the
exchange of all Securities at the time Outstanding held by such Holder for
Securities authenticated and delivered in such new name.


 


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


 


Securities
purchased by persons outside the United States pursuant to sales in accordance
with Regulation S under the Securities Act shall be deposited with, or on
behalf of, the Depository, and registered in the name of the Depository or the
nominee of the Depository in the form of one or more global note certificates
(each a “Regulation S Global Security”), for credit to the respective accounts
of the beneficial owners of the Securities represented thereby (or such other accounts
as they may direct), provided that upon such deposit all such Securities
shall be credited to or through accounts maintained at the Depository by or on
behalf of the Euroclear System or Cedel Bank, S.A.  Securities represented by a Regulation S Global Security shall
not be exchangeable for Securities in registered definitive form (each a
“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


 


34

















 


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


 


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


 


Section 305.  Registration, Registration of Transfer and
Exchange.


 


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


 


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.


 


35

















 


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


 


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


 


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


 


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


 


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


 


36

















 


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


 


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


 


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


 


Section 307.  Payment of Interest; Interest Rights
Preserved.


 


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


 


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


 


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


 


37

















 


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


 


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


 


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


 


Section 308.  Persons Deemed Owners.


 


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


 


Section 309.  Cancellation.


 


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


 


38

















 


Section 310.  Computation of Interest.


 


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


 


Section 311.  Registration Rights of Holders of Initial
Securities.


 


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


 


Section 312.  CUSIP Numbers.


 


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


 


Section 313.  Book-Entry Provisions for Global Securities.


 


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


 


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


 


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


 


39

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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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):


 


(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


 


41

















 


meaning of
Rule 144A and is aware that the sale to it is being made in reliance on Rule
144A and acknowledges that it has received such information regarding the
Company as it has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon the foregoing representations in order to claim the exemption from
registration provided by Rule 144A; and


 


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


 


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


 


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


 


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


 


(e)           Termination of Restrictions.  The restrictions imposed by this Section 314
upon the transferability of any particular Restricted Security shall cease and
terminate 


 


42

















 


(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


 


(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,


 


43

















 


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


 


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


 


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


 


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


 


Section 402.  Application of Trust Money.


 


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


 


ARTICLE FIVE



REMEDIES


 


Section 501.  Events of Default.


 


An “Event of
Default” occurs if:


 


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


 


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


 


(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;


 


44

















 


(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;


 


(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,


 


45

















 


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


 


(iii)          orders the
liquidation of the Company;


 


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


 


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


 


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


 


Section 502.  Acceleration of Maturity; Rescission.


 


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


 


The Holders of
at least a majority in principal amount of the Securities then Outstanding,
voting together as a single class, by written notice to the Trustee, may
rescind an acceleration and its consequences if (i) all existing Events of
Default, other than the 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.


 


46

















 


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


 


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


 


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


 


The Company
covenants that if


 


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


 


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


 


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


 


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


 


47

















 


discretion proceed to protect and enforce its
rights and the rights of the Holders under this Indenture by such appropriate
private or judicial proceedings as the Trustee shall deem most effectual to
protect and enforce such rights.


 


Section 504.  Trustee May File Proofs of Claim.


 


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


 


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


 


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


 


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


 


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.


 


48

















 


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;


 


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,


 


49

















 


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.


 


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


 


50

















 


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 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.


 


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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 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


 


52

















 


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;


 


(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;


 


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


 


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


 


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


 


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


 


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


 


(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


 


54

















 


to the validity or sufficiency of this
Indenture or of the Securities.  The
Trustee shall not be accountable for the use or application by the Company of
Securities or the proceeds thereof, except that the Trustee represents that it
is duly authorized to execute and deliver this Indenture, authenticate the
Securities and perform its obligations hereunder and that the statements to be
made by it in a Statement of Eligibility on Form T-1 supplied to the Company
are true and accurate, subject to the qualifications set forth therein.


 


Section 604.  May Hold Securities.


 


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


 


Section 605.  Money Held in Trust.


 


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


 


Section 606.  Compensation and Reimbursement.


 


The Company
agrees:


 


(a)           to pay to the
Trustee from time to time such compensation as shall be agreed to in writing
between the Company and the Trustee for all services rendered by it 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.


 


55

















 


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 Floating Rate Senior Notes due 2009 shall be
deemed to be specifically described herein for the purposes of clause (i) of
the first proviso contained in Section 310(b) of the Trust Indenture Act.


 


Section 608.  Corporate Trustee Required; Eligibility.


 


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


 


Section 609.  Resignation and Removal; Appointment of
Successor.


 


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


 


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


 


56

















 


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


 


(d)           If at any time:


 


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


 


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


 


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


 


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


 


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


 


(f)            The Company shall give notice of
each resignation and each removal of the Trustee and each appointment of a
successor Trustee by mailing written notice of such event by first-class mail,
postage prepaid, to the Holders of Securities as their names and


 


57

















 


addresses
appear in the Security Register.  Each
notice shall include the name of the successor Trustee and the address of its
Corporate Trust Office.


 


Section 610.  Acceptance of Appointment by Successor.


 


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


 


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


 


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


 


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


 


Section 612.  Preferential Collection of Claims Against
Company.


 


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


 


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


 


Any
application by the Trustee for written instructions from the Company may,


 


58

















 


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


 


Section 614.  Notice of Defaults.


 


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


 


ARTICLE SEVEN



HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


Section 701.  Disclosure of Names and Addresses of
Holders.


 


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


 


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).


 


59

















 


Section 703.  Reports by Company.


 


The Company
shall:


 


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


 


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


 


(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.


 


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ARTICLE EIGHT



CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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.


 


61

















 


ARTICLE NINE



SUPPLEMENTAL INDENTURES


 


Section 901.  Supplemental Indentures Without Consent of
Holders.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 902.  Supplemental Indentures with Consent of
Holders.


 


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


 


62

















 


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 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.


 


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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.


 


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


 


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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 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.


 


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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 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


 


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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 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


 


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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 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.


 


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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 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


 


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


 


ARTICLE ELEVEN



REDEMPTION OF SECURITIES


 


Section 1101.  Notices to Trustee.


 


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


 


Section 1102.  Selection of Securities to Be Redeemed.


 


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


 


70

















 


otherwise
provided herein, not less than 30 nor more than 60 days prior to the Redemption
Date by the Trustee from the outstanding Securities not previously called for
redemption.


 


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


 


Section 1103.  Notice of Redemption.


 


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


 


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


 


(i)            the Redemption
Date;


 


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


 


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


 


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


 


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


 


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


 


(b)           At the Company’s request, the Trustee
shall give the notice of redemption in the Company’s name and at its expense; provided,
however, that the Company shall have delivered to the Trustee, at least
45 days prior to the Redemption Date, an Officers’ Certificate requesting that
the Trustee give such notice and setting forth the information to be stated in
such notice as provided in the preceding paragraph.  The notice, if mailed in the manner 


 


71

















 


provided
herein shall be presumed to have been given, whether or not the Holder receives
such notice.


 


Section 1104.  Effect of Notice of Redemption.


 


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


 


Section 1105.  Deposit of Redemption Price.


 


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


 


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


 


Section 1106.  Securities Redeemed in Part.


 


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


 


Section 1107.  Optional Redemption.


 


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


 


72

















 


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


 


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


 


ARTICLE TWELVE



DEFEASANCE AND COVENANT DEFEASANCE


 


Section 1201.  Option to Effect Defeasance or Covenant
Defeasance.


 


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


 


Section 1202.  Defeasance and Discharge.


 


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


 


Section 1203.  Covenant Defeasance.


 


Upon the
Company’s exercise under Section 1201 of the option applicable to this Section
1203, the Company shall be released from its obligations under any covenant
contained in Article Eight and in Sections 1004 through 1012 with respect to
the Outstanding


 


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


 


Section 1204.  Conditions to Defeasance or Covenant
Defeasance.


 


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


 


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


 


74

















 


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


 


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


 


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


 


(4)           In the case of an
election under Section 1202, the Company shall have delivered to the
Trustee an Opinion of Counsel in the United States stating that (x) the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling or (y) since April 6, 2004, there has been a change in
the applicable federal income tax law, in either case, to the effect that, and
based thereon such opinion shall confirm that, the Holders of the Outstanding
Securities will not recognize income, gain or loss for federal income tax
purposes as a result of such defeasance and will be subject to federal income
tax on the same amounts, in the same manner and at the same times as would have
been the case if such defeasance had not occurred.


 


(5)           In the case of an
election under Section 1203, the Company shall have delivered to the
Trustee an Opinion of Counsel in the United States to the effect that the
Holders of the Outstanding Securities will not recognize income, gain or loss
for federal income tax purposes as a result of such covenant defeasance and
will be subject to federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such covenant defeasance
had not occurred.


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 1206.  Reinstatement.


 


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


 


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* * * * *


 


77

















 


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.


 


78

















 


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